Memorandum of Association

Named

Projukti Projonmo

(A Computer & Career Club of Chittagong University)   

 

In the matter of act XXI of 1860, being an act for the registration of library, scientific and charitable

 societies And In the matter of “Projukti Projonmo”

 

 

Article 1 #    The name of the club is “Projukti Projonmo”

                                         Article 2 #    The logo of the club is

                                Article 3 #     The registered office or headquarter of the club shall be situated at  

                                                                    Chittagong and it may established branches or transfer the headquarters

                                                                    at such other places as the Executive council may determine.

                                Article 4 #     Registration

                                Article 5 #     This club shall be student initiated, non-political, non-profitable Club 

                                                                     dedicated to promotion of IT knowledge & the application of computer.

                                Article 6 #     Motto “Share information , share the world”.

                                Article 7 #     The objective is to spread the light of ICT to the students of

                                                                     Chittagong   University

                                Article 8 #     Founder Members

Names, Addresses and occupations of the Founder members of the club.

 

 

Article  9 #    The first president, General Secretary, Joint secretary and other 

                                    Secretaries who will form the first Executive council and to whom by

                             the rules of the club the policy making and the management of its

                         affairs are entrusted as required under section – 2 of societies 

registration act XXI of 1860 are as follows:

 

 

Article 10 #   A copy of the rules of the club certified to be a correct copy by any

                            three members of the Executive council, is field with the Registrar of

                  club, Bangladesh along with its memorandum of Association.

 

*** We, the several persons, whose names and addresses are given below, having associated ourselves for the purposes described in the Memorandum of Association ,do herby subscribe our names to this Memorandum of Association and set our several and respective hands hereunto and form ourselves into a club under Act XXI of 1860 , this the day of         29th December        , 2003 at Chittagong.

 

Article 11 #   Rules of the club

Section : 1

11.1 Membership

 

A) Founder Member

B) Ex-officio member

C) General Member

D) Associate Member

E) Corporate Member

F) Advisor

G) Patron

H) Well wisher

 

11.1 A: Founder Member:

The Founder Member of the club shall be signatories to the Memorandum of the club and whose names are entered as founder members of the club on the Roll of Members of the club maintained for the purpose at the date of the registration of the club under act XXI of 1860. All Founder Members are primarily General Members.

 

11.1 B: Ex-Officio Members:

The Executive Council of the club may declare certain persons as Ex-officio members.

 

11.1. C General Member:

On the basis of the recommendations by the Executive body Members (Not less that seven), the president shall , on application in prescribed form, admit a general member of the club with voting rights, any person who is a student of University of Chittagong.

11.1. D: Associate Member:

1. On the basis of the recommendations by the executive body members (Not less than seven), the president shall, on application in the prescribed form, admit as a non-voting Associate member of the club, any person interested in its activities.
2. An Associate member shall not be eligible for membership to Executive body or Executive Council.
3. The Executive Council may grant General Membership to any associated member, if it thinks appropriate , considering his/her contribution to the club.

 

11.1. E: Corporate Member:

The Executive Council may, on application in the prescribed form, admit on such conditions as may be specified in such case, as a non-voting corporate Member of the club, any other registered club or public spirited organizations.

11.1. F: Patron:

The Executive Council may elect as Patrons of the club such number of person as they deem appropriate for a specified period.

11.1.G : Well wisher :

The Executive Council may declare any number of person as the well wisher of the club.

Section : 2

11.2 Rights Of The Members:

 

11.2.1.

         Every person in the General body shall have the right to participate in all activities of the Club.

 

11.2.2

           Every person in the General body (Except the Ex-officio and corporate members) shall have the right vote in the meeting of the general Body. A member who has not cleared his/her monthly contribution for consecutive three months shall not have any right to vote in the meetings of the club.

 

11.2.3.

           Members, constituting the General Body, subject to the provisions of 11.2.2 will discharge the following functions in the General Meetings.

 

a)      Election of the Executive Body

b)      Amendments of the Rules and Regulations

c)      Approval of the yearly reports

d)      Approval of the yearly plans

e)      Approval of the financial reports.

f)        Appointment of the auditor.

g)      All such other functions entrusted to them by the constitution and

h)      Any other functions as may be decided by the General Body present in the General Meeting.

 

Section : 3

11.3. Organizational framework:

 

There shall be four principal organs of the club –

A.     Executive Council

B.     Executive Body

C.     General Body

D.     Advisory Body

 

11.3. A. Executive Council:

11.3. A.1. The Executive Council of the club consisting not less than seven persons, shall be composed of –

              i.            The President

            ii.            The General Secretary

          iii.            The Joint Secretary.

          iv.            The Organizing Secretary

            v.            The Treasurer

          vi.            The Media Secretary and

        vii.            The Publication Secretary.

11.3. A.2 Election of the Executive Council:

Election procedure:

Out going members of the Executive Council, any three of the advisors and the Executive-Presidents of the club will form the Election Commission who will invite nominations from amongst the general members of the club. After thorough consideration the election commission will submit the names constituting the proposed Executive Body before the General Body for its approval.

            Election commission may bring certain minor amend mends to their proposal according to the opinion of the General Body.

 

11.3. A.3. Bar to be elected:

            Persons, holding any political post in any of the political parties of Bangladesh, will not be eligible to be a member of the Executive Body.

 

11.3. A.4.

            Any casual vacancy amongst the members of the Executive Council arising from death, resignation , removal or otherwise, may be filled by co-option of the Executive Council and the members so co-opted shall hold office for the unexpired position of the term of office of the member causing the vacancy.

 

11.3. A.5.

            The Executive Council shall function notwithstanding any vacancy therein and notwithstanding any defect in its constitution, and no act or proceeding of the Executive Council shall be invalid only by reason of the existence of any vacancy amongst its members or any defect in its constitution.

 

11.3. A.6.

           Meetings of the Executive Council will be convened and presided by the president or by the General Secretary in the absence of the President as and when deemed necessary , provided that it shall meet at least once a month. The quorum at such meetings shall be seven.

 

11.3. A.7. The Executive Council shall have the power –

 

1. To take decisions on applications for Ex-officio or corporate membership and to decide on the matters of promotion from associate to General Membership,
2. To elect Patrons and declare the names of Well wishers of the club,
3. To decide policy, principle and to approve long plans of the club and delegate powers to execute the programs for furtherance of the objects of the club.
4. To have custody of the properties./assets of the club,
5. To appoint and control such staff as may be required for efficient management of the affairs of the club and to regulate their recruitment and conditions of service.
6. To appoint committees for advice in any matter pertaining to the club.
7. To make , adopt and vary time to time bye-laws for the realization of policies of the club and
8. To sue or defend all legal proceedings by or on behalf of the club.

 

 

11.3. A.8.

              Any Executive Council member may participate in meeting of any level of the club as a non-voting participant.

 

11.3. A.9. The tenure of the Executive Council shall be one year.

 

11.3. A.10. 

 

a)      The Executive Council, in its first meeting after the formation, shall elect a president, who will hold office by the approval of the General Body at the club’s Annual General Meeting.

b)      In special circumstances , an acting president may be selected from amongst its General members for the time being and

c)      If a vacancy occurs in the office of the president or if the president is unable to discharge the functions of his office, the Executive Council will select another person from amongst the General Members of the club as an Acting President, until the election of a new president.

 

11.3. A.11.

         All the proceedings of the Executive Council shall be approved by the Executive Council and signed by the president and he/she shall have the power to convene and preside the

                                 i.            Executive Council Meeting

                               ii.            General Meeting and

                              iii.            Any special meetings in special circumstances.

 

11.3. B. Executive Body:

 

11.3. B.1. Composition:

 There shall be a Executive Body comprising of the following secretaries:

a)      General Secretary

b)      Joint Secretary

c)      Organizing secretary

d)      The Treasurer

e)      The Media Secretary and

f)        The Publication Secretary.

 

 

11.3. B.2. Election of the Executive Body:

                        The Executive Body will be elected from amongst the names proposed at the monthly General Meeting preceding the A.G.M (Annual General Meeting) provided that this rule (11.3.B.2)will be effective till 2005

 

 

11.3. B.3 Meeting of the Executive Body:

 

a)      The regular executive body Meeting will be held at least once a week. Five members will make the quorum,

b)      The Meeting of the Executive Body shall be convened by the General Secretary or by the Joint Secretary in his (General Secretary) absence and

c)      The General Secretary may convene and preside special/ co-ordination meetings between the secretaries and the sub-committees any time when he deems necessary for the formulation and regulation of the activities of the club. No quorums at such meeting are required.

Provided that, the decisions taken at such meetings should be ratified on the next regular Executive Body Meeting.

 

11.3. B.4. Tenure:  The tenure of the Executive Body shall be one year.

 

11.3. B.5. Powers and Functions of the Executive Body:

 

The Executive Body shall have the power –

1. To take decision on applications for general and Associate Membership,
2. To execute plans and policies of the club undertaken by the Executive Council,
3. To regulate the functions of the club for furtherance of its objects,
4. To expend the funds of the club, subject to approval of the General Body,
5. To entered into agreement or contracts for and on behalf of the club subject to approval of the Executive Council,
6. To appoint sub-committees or cells and regulate their functions on behalf of the Executive Council for disposal of any business of the club,
7. To receive and manage the properties of the club and
8. To prepare work plans of the club.

 

11.3. B.6. The General Secretary of the club will – 

 

a)      Co-ordinate and regulate activities of other members of the Executive Council or sub-committees

b)      To prepare and submit final reports and work plans in the General Meeting.

 

11.3. C. General Body:

 

The General Body of the club shall be composed of the –

 

A) Founder Members

B) Ex-officio members

C) General Members

D) Associate Members

E) Corporate Members

 

 

11.3. C.2. Annual General Meeting (Annual General Meeting)

                        The Annual General Meeting of General Body shall be convened by the president or by the General Secretary in his/her absence ,once every year after giving fifteen days clear notice of the date, time and place and the general nature of business to be discussed at such meeting and shall transact the following business :

 

a)      Election of the president

b)      Election of the General Secretary,

c)      Election of the Executive Body members,

d)      Consideration of the balance sheet and the audited accounts for the outgoing year,

e)      Submission of the annual activities report of the previous year,

f)       Submission of the plan or activities for the ensuing year,

g)      Appointment of the auditor(s) for the ensuing year and

h)      Other business on the agenda, some other business may be brought forward with the permission of the president of the Annual General Meeting.

 

11.3. C.3.

              On or before the fourteenth day succeeding eh day on which the Annual General Meeting or the meeting for the adoption of the constitution of the General Body is held, a list shall be filled with the registrar of joint stock companies , Chittagong of the names, addresses and occupations of the members of the Executive Council.

 

11.3. C.4.

            One third members will form the quorum of Annual General Meeting and in case of General Meeting the quorum will be one fourth.

 

Section : 4

11.4.    Fees and Subscriptions :

 

11.4.1 The monthly Subscription for different categories of membership shall be fixed by the Executive Council by resolution, provided that the Executive Council may enhance this fee if it thinks such enhancement is necessary.

 

11.4.2. The Executive Council may empower any Sub-committee to draw any fixed amount of Subscription from its members on the recommendation of the Executive Body.

 

11.4.3. The admission of a number shall not be effective until the membership fee payable by her/her for admission shall have been paid.

 

11.4.4. No member whose monthly Subscription remains in arrears for three consecutive months shall be eligible to any rights or privileges of membership until all his dues are fully paid.

 

Section : 5

11.5 : Dissolution of membership:

 

11.5.1. Registration:

               if a member wishes to relinquish his/her membership, he/she may do so by submitting his/her resignation to the president of the club and the resignation shall be effected upon approval by the Executive Council.

 

11.5.2 Removal: Any member

 

1. Who has committed a breach of any of rules of the club or
2. Alleged to be engaged in any activity opposed to the aims and objectives o the club or its discipline or
3. Who has refused or neglected to abide by any of such rules or
4. Who has committed anything likely to bring discredit to the club may be removed from the membership by a resolution of two third members of Executive Council present at a special thereof convened for the purpose after at least 14 days notice.

 

Provided that no such resolution shall be passed unless the member concerned is informed by a registered letter (acknowledgement due ) at least 7 days before such meeting and of the date, time  and place of the meeting and the grounds on which it is proposed to remove him from membership of the club and is given an opportunity to explain his conduct to the Executive Council in writing or in person as such meeting.

 

11.5.3 Suspension:

                   If any member of the Executive Council, Executive Body, Sub-committees or of the General Body is alleged to be engaged in any activity which fall under rule 11.5.2 , he/she may be suspended temporarily by the Executive Council on a majority tow third voted , pending upon an enquiry which upon being duly carried out and there being truth in the allegations, he/she may be asked to resign which he/she shall do.

 

Section : 6

11.6 Major disciplinary Grounds:

 

11.6.1

             Abstention from any meeting of the club for five consecutive time without any satisfactory account shall be deemed be an activity opposed to aims and objectives of the club.

 

11.6.2.

            If any member of the Executive Council, Executive Body , or Sub-committees become inactive and remain absence for three consecutive meetings without reasonable cause , he/she may be released from his office and his official duties by a resolutions passed by the Executive Council.

 

11.6.3.

          The name of any Member whose Subscription falls in arrear for more than four consecutive months shall be removed from the roll of members of the club unless the Executive Council shall otherwise decide. Provided that, the name of the member so removed , may be restored thereto only on payment of such slum as the Executive Council may determined in its case.

 

Section : 7

11.7 Amending the Constitution:

 

11.7.1. A.

             The Executive Council shall have the power to propose for any amendment, addition or alteration of the constitution.

 

11.7.1. B.

 The rules of the club shall not be amended except by a resolution passed by a tow third majority of the members present at a meeting of the General Body, convened for the purpose.

 

11.7.1. C.

 No proposal for the amendment of the Rules of the club shall be considered by the General Body, unless at least 14th days notice thereof has been given by the President to the members.

 

Section : 8

11.8 Financial matters :

 

11.8.1.

         The funds of the club shall be created by Subscription of members and Patrons and by donation, sponsorship and advertisement.

 

11.8.2.

The funds of the club shall be transacted through a bank account opened in a commercial bank determined by the Executive Council.

 

11.8.3.

 The bank account shall be operated jointly authorized signatures. The President,      the General Secretary and Joint Secretary are jointly authorized to operate the Bank Account.

 

11.8.4.

For running a project or for any of the special purpose, special bank account may be opened with any branch of any commercial bank as determined by the Executive Council and shall be operated by the persons nominated by the Executive Council .

 

11.8.5.

 The club shall supply or expend its income and funds for the furtherance of the        objects of the club.

 

11.8.6.

No part of the income or funds shall be distributed to the members by way of dividend.

 

11.8.7.

 Accounts of the organization shall be audited yearly by the Auditor(s) appointed by the Executive Council on behalf of the General Body in the Annual General Meeting..

 

11.8.8.

 The audit Report shall be submitted before the General Body every year for discussion and approval during the Annual General Meeting.

 

Section : 9

11.9. Dissolution of the Club:

 

11.9.1.

Not less than three fourth members of the General Body in the meeting specially called to discuss dissolution motion shall constitute quorum.

 

11.9.2.

 The dissolution motion hall be approved by the majority not less than three fourth of the members present at the meeting.

 

11.9.3.

           If upon the dissolution of the club, there shall remain after the satisfaction of its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the club, but shall be given to some other likeminded club to be determined by the votes of not less than two thirds of the members present personally or by proxy at her time of the dissolution or in default thereof, by a competent court.

 

 

***   We, the undersigned , being three of members of the Executive Council of the “Projukti Projonmo” , do hereby certify that the above in a correct copy of The Rules and Regulations of the Club and these rules and regulations are passed and adopted by all members present in the General Meeting held on ........................,2003, Chittagong .