AOA of a Foundation

 

(THE SOCIETIES REGISTRATION ACT, 1860)

 

(ACT. XXI OF 1860)

 

 

MEMORANDUM OF ASSOCIATION

 

 

 

AND

 

 

 

RULES & REGULATIONS

 

 

 

OF

 

 

 

……………….. FOUNDATION

 

 

 

DHAKA, BANGLADESH

 

THE SOCIETIES REGISTRATION ACT, 1860

 

(ACT, XXI OF 1860)

 

Memorandum of Association

 

OF

 

……………… FOUNDATION

 

 

 

NAME:

The name of the Association is …………… FOUNDATION

 

I.                   REGISTERED OFFICE:

The Registered Office of the Society shall be situated at …………….,  Bangladesh or such other place as may from time to time be determined

A)        AREA OF OPERATION:

The Area of Operation of the Society shall be whole of Bangladesh.

B)        NATURE OF THE SOCIETY:

                  The Society is a non-political, non-government & charitable organization.

 

II.        AIMS & OBJECTS:

The objects for which the Society is established are all or any of the following and all the objects mentioned hereunder will be implemented after obtaining necessary permission from the government/concerned authority/competent authority and the objects contrary to the provision of section 20 of the Societies Registration Act shall be treated as ineffective:

 

1.                  To establish, run and maintain educational and research institutions including Universities, Degree Colleges, all courses under National University, Medical Colleges, Engineering, Agricultural, Business, Hotel Management, Vocational and Polytechnic institutes, Schools, Madrassas, Basic Trade Courses, Academic research centers of science, computer science, literature, fine arts, religions, health and other branches of learning for the diffusion of useful knowledge on charitable basis.

2.          To establish Information Technology (I.T), Computer Training and various creative educational centers where necessary in the country and distribute free books among poor, brilliant and disabled students.

3.                  To enter into any agreement with the Government of Bangladesh or with any other authority or institutes and persons for the attainment of the objects of the Foundation or any of them and to carry out, exercise or comply with the same for the purpose of the Foundation. 

4.                  To accept any request, gifts, donations or lawful subscriptions towards any fund or endowment and to establish and support institutions for the benefit of the Foundation.

5.                  To publish magazines, newspapers, bulletins etc. and to make documentary films and to provide with humanitarian legal service and establish fundamental and human rights services to the oppressed people.

6.                  To enter into agreement with other educational institutions at home and abroad for promoting the above objects and to undertake publication of literary or scientific work of the faculty members.

7.                  To establish vocational & technical centers for poor adults, children, distressed mothers, street/working children and to arrange training for developing skills and to continue social welfare activities with propaganda.

8.                  To create medical related projects, hospitals, rehabilitation centers etc., to provide free or low cost medical services to the destitute & distressed mother & child distressed senior citizens as well as general people of Bangladesh.

9.                  To implement tree plantation by giving training to the distressed people for them and their beneficiaries; to establish GREEN LIFE & healthy environment.

10.              To work for organic, safe and healthy food for the human well being.

11.              To contribute and work for the society and for a healthy nation.

 

III.             NAMES, OCCUPATION & DESIGNATION OF THE FIRST EXECUTIVE COMMITTEE OF THE FOUNDATION:

 

Sl. No.       Name                                                                    Occupation    

1.            ………………                                                            ……………….

2.            ………………                                                            ……………….

3.            ………………                                                            ……………….

4.            ………………                                                            ……………….

5.            ………………                                                            ……………….

6.            ………………                                                            ……………….

7.            ………………

 

We, the following persons, whose names and addresses are given hereunder are desirous of being formed into a Foundation in pursuance of this Memorandum of Foundation:

Sl. No.	Name, Father’s Name, Mother’s name & Addresses of the Members	Position	Signature of the Members
1.	Nationality: Bangladeshi	President
2.	Nationality: Bangladeshi	Vice- President
3.	Nationality: Bangladeshi	Secretary General
4.		Organizing Secretary
5.		Treasurer
6.		Executive Member
7.		Executive Member
8.		Executive Member

 

 

Witness 1:                                                                                             Witness 2:

 

 

Name                     : (Advocate ………..)                           Name                   : (………………….)               

Address                 : ………………….,                            Address  : …………………….    

                              (……………………)                                                               ……………….

                               ……………(Address).                                                   ………………….. (Address)

Phone                    : ………………                                        Phone                : ………………

 

 

 

 

 

A Company Limited by Guarantee

And

Registered under section 28 of the Companies Act 1994

Part-2

 

Articles of Association

OF

……………………. FOUNDATION

 

 

Section-I

RULES AND REGULATIONS OF …………. FOUNDATION

In any circumstance if any interpretation of these rules and regulations relating to any of the matters incidental or ancillary there to made by the Executive Committee shall be final subject to approval by the General Body.

 

1. Definition

In these Rules and Regulations, unless there is anything repugnant in the subject or context,-

1.1  The Name of the Foundation is “…………. FOUNDATION”

1.2  ………….. means “………… FOUNDATION” 

1.3  Constitution means “Constitution of …………”.

1.4  Articles mean “Articles of ……….. Constitution”

1.5  Sub articles mean “Sub Articles of …………. Constitution and accepted subarticles according to rules and regulations of ……….” 

1.5.1        Rules mean any acts, rules, regulations, by laws and procedures framed by

           the   Executive committee for the proper functioning of the foundation.

1.6  President means President of the Executive Committee. 

1.7  Office means the registered office for the time being of the Foundation.

1.8  Member means Founder, Life & Patron Member of ………...

1.9  Government means the Government of the People’s Republic of Bangladesh.

1.10                      Month means the English Calendar Month.

1.11                      Seal means the common seal of the Foundation.

1.12                      General Meeting means a General Meeting of the Foundation.

1.13                      Emergency General Meeting means an Emergency General Meeting of the

            Foundation

1.14                      Proxy means an Attorney duly constituted in writing subject to the approval of

            the EC.

 

2.  MEMBERSHIP OF ………..

     Any person who completed his Secondary School Certificate (SSC) from Rampal N.B.M High School in 1991 can apply for the life membership of ………….. according to article (3). In any circumstance if any interpretation of these rules and regulations relating to membership decision to made by the Executive Committee shall be final.

3. Rules and categories of membership of .............

3.1 Life Member: A person who is qualified to become a Life Member and pays Tk.50,000/- (Taka Fifty Thousand) only shall be deemed to be a Life Member of the      ............. A Life Member shall not pay any renewal fees but may give funds or donations to the association. A person shall apply for Life Membership in a prescribed form with required documents and recommendations by two Life Members. The Application will be placed on the next EC meeting and after approval by the EC, he shall be deemed to be a Life Member of ............. Fees can be increased from

3.1 Numbers of Members as decided by EC.

3.2 Founder members are entitled as Life Members

3.3 Patron Member: A person who pays to ............ minimum Tk.3,00,000/- (Taka Three Lacs) or more as donation only for the wellbeing of ............ shall be deemed to be the Patron Member of ............. A patron member shall be an invitee and also shall be honoured in the events of .............

 

 

2        RIGHTS AND RESPONSIBILITIES OF MEMBER:

The member of the Foundation shall consist of:

General Members: Such individuals who may be admitted from time to time and whose names entered in the Register of Members including such individuals who sign the Memorandum of Association of the Foundation shall be considered as General Members.

Each General Membership of the Foundation shall be limited to persons including founder members and would be admitted by the Executive Committee (amongst the citizens of Bangladesh) who, in the opinion of the Executive Committee are capable of contributing substantially to the promotion of the objectives of the Foundation.

Each General Member shall pay annual subscription of Tk. 5,000/- (Taka Five Thousand) only.

 

3                    ASSOCIATE MEMBERS:

Individuals or Associations or NGOs or Groups committed to development may be included by the Executive Committee and become Associate Member without the right to vote. The Associate Member shall pay an Admission Fee of Tk. 10,000/- (Taka Ten Thousand) only.

 

4        FOUNDER MEMBERS:

The Founder Members of the Foundation shall be the persons who are signatories to the Memorandum of the Foundation on the roll of Members of the Foundation maintained for purpose of the date of the Registration of the Foundation under the Societies Registration Act, XXI of 1860.

 

5        LIFE MEMBERS:

Any person who will be interested in the activities of the Foundation and not hindered by law or the constitution of the Foundation may be enrolled as Life Members on payment of a maximum donation of Tk. 5,000/- (Taka Five Thousand) only.

6        PATRONS:

Individuals of excellence of their own or association or organization or founder bodies or persons of eminent position may be included by the Executive Committee without voting right.

7        VOLUNTEER MEMBERS:

Enthusiastic individuals committed to fulfill the objectives of the Foundation may be included by the Executive Committee to become Volunteer Member without voting right. No admission fee will be required.

The Foundation shall maintain a Register of Members which shall be open for inspection, on any working day during office hours between 10 A.M. and 5 P.M. at the office of the Foundation, by the Members and/or Officers on payment of such fees and upon such notices as may, from time to time, be prescribed by the Foundation in this behalf.

Each General Member of the Foundation shall be entitled to one vote.

No member of the Foundation whose subscription dues are in arrears shall be entitled to vote.

Any member failing to pay the arrears due for three consecutive years shall lose his/her membership.

The amount to the credit of any special fund shall be used by the Executive Committee only for the specific purpose mentioned therein and not otherwise.

 

8        MANAGEMENT:

The affairs of the Foundation shall be managed by the Executive Committee, which shall have the responsibility to determine the direction and scope of the activities of the Foundation 

The election of the Executive Committee shall be determined by the majority votes of the General Members.

The Executive Committee shall have power to co-opt Members, if any, and when they consider desirable.

The Executive Committee shall exercise full management and financial control of the Foundation.

Duration of the Executive Committee shall be for 1 year.

 

a)                  CHAIRMAN:

The Chairman of the Foundation shall selected by the General Body at its Annual General Meeting amongst its members and shall hold office until the election of his/her successors but shall be eligible for re-election.

The General body will elect amongst its members another person who will act as Chairman of the Foundation, if a vacancy occurs in the office of the Chairman or if the Chairman is unable to discharge the functions of his /her office on account of absence, illness or any other cause, until a Chairman is selected at the next Annual General Meeting or until the Chairman resumes the functions of his/her office as the case may be.

All concerns of the Foundation shall be managed by the Chairman who shall appoint, employ advisors, consultants, officers and other staff of the Foundation and also remove or dismiss and appoint others in their place; and all the appointments & dismissals shall take place only by his signature and no legal action can be taken against the same.

If any member of the Executive Committee is employed full time elsewhere, he/she may get remuneration/honorarium as decided by the Chairman.

If any member(s) engaged in any anti-Foundation activities, the Chairman can directly dismiss him/her from the Executive Committee but it must be regularized in the next Annual General Meeting

b)                 VICE-CHAIRMAN

The Executive Committee shall elect one of its members as the Vice-Chairman. In the absence of the Chairman, the Vice-Chairman will perform the functions of the Chairman and will also perform all such duties as may be delegated to him/her by the Executive Committee from time to time.

Where a casual vacancy occurs in the office of the Vice-Chairman, the Executive Committee shall elect a Vice-Chairman as soon as possible.

c)                  EXECUTIVE MEMBERS

All activities of the Foundation shall be managed by the Executive Committee. The Executive Members shall select the Chief Executive Officer (CEO) of the Foundation. He/She will be selected by the Executive Committee from amongst its members. He/She will advise and extend his/her efforts for overall activities and management of the Foundation.

Any member of the Executive Committee cannot remove/complain against the Executive Members, CEO or Chairman. In that case General Meeting is mandatory.

He/She shall keep minutes of all proceedings of the meetings of the Executive Committee and the Foundation. He/She will prepare and submit all materials of books of accounts including the proceedings of the General and Executive Committee Meetings. He/She will provide for the safe custody of all official records, files, documents and papers.

The CEO will also carry out all other duties and functions that may be assigned to him/her by the Executive Committee from time to time.

 

d)                 TREASURER:

He/she will be in charge of the accounts section including maintenance of proper books of account and cash books.

The treasurer shall be the Chief Executive Officer of the Foundation, be responsible for the receipt, custody and disbursement of Foundation funds and other assets, is custodian of the financial records of the Foundation and shall have charge of investment of the Foundation funds, subject to direction or approval of the Executive Committee. The treasurer shall give such bond for the faithful discharge of his/her duties as the Executive Committee requires. In general, the treasurer shall perform all duties incidental to the officer or Treasurer and such other duties as may from time to time be assigned to him/her by the Executive Committee.

 

e)                  MEMBERS:

They will hold office to prepare plans and programs for the furtherance of the Objectives of the Foundation; as well as procure efficient management of the affairs conferred by the Executive Committee.

9        The Composition of the Executive Committee shall be as follows:

9.1.1.1.1        The Chairman of the Foundation.

9.1.1.1.2        The Vice-Chairman of the Foundation.

9.1.1.1.3        The General Secretary of the Foundation.

9.1.1.1.4        The Treasurer of the Foundation.

9.1.1.1.5        The rest of the Members from the General Body.

 

10    THE GENERAL BODY:

They shall be a General Body of the Foundation and it shall be comprised of all members of the Foundation. The Chairman of the Foundation will preside over meetings of the General Body.

 

11    EXECUTIVE BODY

a)   Chairman                                       1

b)   Vice-Chairman                              1

c)   General Secretary                          1

d)   Treasurer                                       1

e)   Executive Members                      1

f)   Members                                        2

Total                                                   

 

12    MEETING OF THE EXECUTIVE COMMITTEE:

The presence of Two-Third (2/3) members of the Executive Committee at any such meeting shall form a quorum and each member will have one vote.

The Executive Committee shall meet no less than twice a year.

The Foundation shall keep at its office a Register containing the names, addresses, occupations and nationality of the Members of the Executive Committee and shall send to the Register any changes that may take place in the name, addresses, occupations or nationality of such members of the Executive Committee.

 

Any question at such meeting may be decided by a majority and if the votes are equal, the Chairman of the meeting shall have a second or casting vote.

 

Any one of the members of the Executive Committee may request to convene a special meeting to be called by the Executive Director by giving seven days’ notice of his/her desire to the Executive Director, in the case of emergency or urgent reference by giving three days’ notice to the Executive Director but at such special meeting no business other than specified in the notice shall be taken into consideration, save by the unanimous consent of those present.

 

Emergency meeting may be convened with specific agenda within 24 hours notice in the event of emergencies.

 

Minutes of all proceedings of the Committee shall be made and regularly entered into a Minute Book to be kept by the Executive Director, and copies circulated among the members. The book shall be open to inspection by any member at any reasonable office time.

 

Any casual vacancy against the members of the Executive Committee, arising from death, resignation, removal or otherwise, may be filled-up by co-option by the Executive Committee and the Members so co-opted shall hold office for an unexpected portion of the term of the notice of the member causing the vacancy.

 

The Executive Committee shall function notwithstanding any vacancy therein and not withstanding any defect in its constitution and no act or proceeding of the Executive Committee shall be invalid by reason only of the existence of any vacancy amongst its members or any defect in its constitution.

 

13    ANNUAL GENERAL MEETING:

 

It shall be held at least once in a calendar year. Fourteen days’ notice shall be given to every member for holding the General Meeting stating the time and place of such meeting and the business to be transacted in such meeting. Two-Third (2/3) of the General Members shall form the quorum of a general meeting.

 

Provided that any meeting may be convened at any shorter notice, if the entire voting strength consents in writing of such a meeting.

 

At every general or specific meeting Two-Third (2/3) members of the Foundation, entitled to be present and to vote, shall form a quorum, provided that if the necessary quorum is not present at such meeting then such meeting shall be adjourned to such subsequent date as may be fixed by the Executive Committee and notified to members, and if the necessary quorum as defined above is not present at such adjourned meeting the members then actually present shall form a quorum. The Chairman of the Foundation and in his /her absence a member elected by the members shall preside.

 

14    ADVISORY COMMITTEE: There shall be an Advisory Committee of not less than 5 members to be nominated by the Executive Committee. It shall render advice on any matter referred to it by the Executive Committee and Annual General Meeting. The Executive Committee will try to make good use of the suggestions of the advisory committee.

 

15    FUNDS:

 

           15.1.1.1.1.1.1    Membership fees, regular subscriptions, donations received from members of the                  Foundation, well wishes, business communities, government and non-governmental national & international organizations will constitute the funds of the Foundation.

15.1.1.1.2                Earnings through publication of journals, booklets, newsletters, books and souvenirs will also contribute to the Fund of the Foundation.

 

16    BANKS:

 

All Bank Accounts shall be opened in any Scheduled Bank under Signature of the Chairman. Bank Account will be conducted under the Single Signature of the Chairman.

 

 

17    AUDIT:

 

Any firm of Chartered Accountants will be appointed as the Auditors of the Foundation to audit the books of accounts of the Foundation and to prepare the Annual Balance Sheet and their duties and functions shall be regulated in accordance with the provision of the Societies Registration Act of 1860.

 

18    AMENDMENT:

 

The Executive Committee, if necessary, will be able to propose/recommend alteration, extension, addition, and limit any section, sub-section or word of the Constitution. The same will have to be approved in presence of 3/5 legal members of total legal members in the next Annual General Meeting of the Foundation.

 

19    DISSOLUTION:

 

If upon the winding up or dissolution of the Foundation, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be handed over or transferred or given to some other institutions, having objectives similar to the objectives of the Foundation, to be determined by the 3/5 voting of the members of the Foundation in the extra ordinary general meeting at or before the dissolution.

 

 

We do hereby certify that the above Rules & Regulations of the Society are found true & correct:

 

Sl. No.	Names, Father’s Name, Mother’s name & Addresses of the Members	Position	Signature of the Members
1.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	Chairman
2.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	Vice-Chairman
3.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	General Secretary
4.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	Treasurer
5.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	Executive Member
6.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                           Nationality: Bangladeshi	Member
7.	…………………………….(Name) Father’s name: Mother's name: Date of Birth: Address: Mob:                          Nationality: Bangladeshi	Member

Witness 1:                                                                                                               Witness 2:

 

Name                     : (………………)                                                Name                 : (………………………..)               

Address                 : ………………..(qualification),       Address                 : ……………(qualification)    

                               (……………)   (Address)                                      …………………….., (Address)

                               ………………...                                                     …………………….

Phone                    : ……………….                                   Phone                    : …………………….