WELCOME TO BRSO (BALTIT RURAL SUPPORT ORGANISATION)

THE COMPANIES ORDINANCE, 1984

__________________________________

A Company Limited by Guarantee and

Not Having a Share Capital

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

BALTIT RURAL SUPPORT ORGANIZATION (BRSO)

KARIMABAD, HUNZA.

Address: Village & P.O. Karimabad, Tehsil Aliabad, District Hunza-Nagar Gilgit-Baltistan

Email: baltitrso@yahoo.com

THE COMPANIES ORDINANCE, 1984

__________________________________

A Company Limited by Guarantee and

Not Having a Share Capital

MEMORENDUM OF ASSOCIATION

OF

BALTIT RURAL SUPPORT ORGANIZATION (BRSO)

1. The Name of the Organization shall be the “Baltit Rural Support Organisation.

2. The Registered Office of the Organization shall be situated in Karimabad, Tehsil Aliabad, District Hunza-Nagar, Gilgit-Baltistan, Pakistan.

Vision:

Let’s contribute towards socio-economic development and poverty reduction in the BRSO area, through strengthening civil society organizations and institutions.

Mission:

BRSO is aimed at improving the living standers of the programmed population by reducing poverty through working in close collaboration and co-ordination with Govt, Non Governmental organizations; and donor agencies.

3. The aims and objects for which the Organization is established are:

1. To organize people at local level under the umbrella of existing V/WOs, CSOs and other forums and by forming new V/WOs and other forums on need basis.

b.      To enhance capacities of existing V/WOs in a way that they can identify their needs, prioritize them and plan to fulfill the needs.

3. To make sustainable of V/WOs, CSOs through co-operation and coordination, community participation and with the Government Non Governmental organisations.

4. To work for the development and empowerment of the women. The needs of the women shall be given proper consideration before initiating any project or programme.

5. To provide opportunities for women for marketing of handicrafts as they easily access to income generating activities for financial and economic development.

6. To provide access to education for every one without any discrimination of caste, creed and color by establishment educational institutions from primary to higher classes for boys and girls with the help of government, national and international donor agencies with main emphases for quality education in the areas.

7. To establish basic health centres/maternity home and modern hospitals to provide basic and quality health facilities for the people of the area, especially for the women.

8. To construct water supply, sanitation, irrigation, link roads/bridges, pony track, micro hydral and protective work projects by assessing needs and priorities of the area with the help of government and donor agencies;

9. To establish agro and business information centre, facilities for commerce trade and business, cottage industry, agricultural oriented or agriculture based industry and creation employment opportunities in the rural areas and to undertake measures for and assist in the promotion of literacy, development of education awareness and the application of modern scientific, and technical skills in order to improve the socio-economic standers of the rural population.

10. To work in collaboration with other agencies (national and international) involved in production, development, marketing and export of rough and un-polished precious and semi precious stones;

11. To enlist help and support from professionals in promoting business of raw and un-polished precious and semi precious stones;

l.        To carry out research in the field of production, development, marketing and export of raw and un-polished precious and semi precious stones and its allied matters;

13. To work to conserve the natural resources of the area for their sustainable use with the affiliation of specialized agencies such as, IUCN, WWF, UNICEF and AKCSP

14. To create awareness among the population of the area for protecting wild life by cooperating with government, national and international donor agencies, in this regard:

15. To create awareness among the masses for development of social forestry;

16. Work to increase production of various crops and also work to establish agriculture processing units, agriculture marketing system and other enterprises for the local community;

17. To seek relief from taxes, including income tax, withholding tax, wealth tax, sales tax, excise and customs duties/tax and all other exemptions as may be permissible to similar not for profit organizations under the existing laws of the country;

18. To adopt any Federal or Provincial or in any territory of Pakistan, Rule, Order, Statute or other legislative provision or enactment for enabling to carry out any of its objects into effect, or for effecting any modification of the objects of BRSO, or for any other purpose which may seems expedient, and to oppose any proceedings or application which may seem circulated directly or indirectly to prejudice the BRSO interests;

19. To supervise and control the discipline of members and others involved in activities falling in object of BRSO and to promote the intellectual activities of such members and others and to make arrangements for promoting their conduct and general activities;

20. To work to explore the potential sites for mining in the area, find ways to extract these minerals by following roles and regulation of government and use the income from marketing of the minerals for the development of the area;

21. To accept and receive gifts, grants, aids, donations, beneficiaries of all nature and kinds whatsoever and raise, establish, and maintain funds, properties and assets by subscription or contribution or otherwise;

22. To promote eco-tourism by advertising about potential tourist attractive sites of the area;

23. To frame rules and regulations governing export trade in rough and un-polished precious & semi-precious stones and make alterations and value additions therein from time to time.

24. To promote cultural and sports activities in the area.

25. To establish rehabilitation centers in the area for the special (disable) person).

26. To render technical, managerial, supervisory and advisory assistance to the members;
27. To create awareness among the population about the drug abuses;

28. To arrange workshops and seminars on educational, health, environment and cultural activities.

29. To nominate members to represent the Organization on any local or Public Bodies;

30. To raise funds to meet the expenses of the Organization and to sell, mortgage, dispose off or otherwise deal with all of any part of the property of the Organization.

31. To file, prosecute or defend or concur, join or aid in filling prosecuting or defending any action, suit, application, appeals, for or conducive to the objects of the Organization;

32. To subscribe to, and secure affiliation with, the any/all Chamber of Commerce and Industry in Pakistan including Gilgit-Baltistan Chambers of Commerce and Industry and to procure from and communicate with any organization of trade and industry in Pakistan such information as may be likely to forward the objects of the Organization;

4. The Organization will raise it’s capital through:

                                           i.                        Collecting registration and monthly fee from

·        VOs, WOs, CSOs and other forums.

                                          ii.                        Accepting donations from community members

                                        iii.                        Accepting donations from national and international donors.

                                        iv.                        Accepting grants from the government.

                                         v.                        Loans and borrowing from community and government and other financial institutions.

5. The income and property of the Organization, when-so-ever derived, shall be applied solely towards the promotion of the objects of the Organizations, as set forth in the Memorandum of Organization and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend or bonus or otherwise, how ever or by way of profit to the persons who, at any time, are, have been members of the Organization or to any of them or to any person claiming through any of them. It is expressly stated that no member of the Organization shall be appointed to any salaried office of the company or any office of the company paid by fees and that no remuneration or other benefit in money or monies worth shall be given by the company to any Director, except repayment of out of pocket expenses.

6. No addition, alteration or amendment shall be made in the Memorandum of the Organization or in the regulations contained in the Articles of Organization for the time being in force unless same shall have been previously submitted to and approved by the General Body Meeting and subject to approval of the Registrar of the joint stock companies Gilgit-Baltistan.

7. The liability of the members is limited.

8. Each member of the organization undertakes to contribute to the assets of the organization in the event of its being wound up while he/she is member, or within one year afterwards for payment of the debts and liabilities of the organization contracted before he/she ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment or the rights of the contributors among themselves. The sums to be contributed by the members shall be following:    

We, the following founder members of BRSO whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association

COMPANIES ORDINANCE, 1984

__________________________________

A Company Limited by Guarantee and

Not Having a Share Capital

ARTICLES OF ASSOCIATION

OF

BALTIT RURAL SUPPORT ORGANIZATION (BRSO)

DEFINITIONS

1.      In these Articles unless there be something in the subject or context inconsistent therewith:

a.       “ORGANIZATION” means the Organization called “BALTIT RURAL SUPPORT ORGANIZATION”.

b.      “BOARD” means the “BOARD OF DIRECTORS” of the BALTIT RURAL SUPPORT ORGANIZATION

c.       “VOs” means Village Organisations for Men.

d.      “WOs” means Women Organizations.

e.       “CSOs” means Civil Society Organizations. 

f.        “GENERAL MEETING” means “ANNUAL GENERAL MEETING or EXTRA ORDINARY GENERAL MEETING” of the Organization.

g.       “MEMBERS” means “MEMBER” of the Organization for the time being.

h.       “OFFICE BEARERS” means and include the CHAIRMAN, the VICE CHAIRMAN, GENERAL SECRETARY of the Organization.

i.         “CHAIRMAN” means the “CHAIRMAN” of the Organization for the time being.

j.        “SECRETARY” means “GENERAL SECRETARY” of the Organization for the time being.

k.      “BRSO OFFICE” means the “RESIGTERED OFFICE OF BRSO” at Karimabad (Baltit).

l.         “YEAR” means the “YEAR” commencing from 1^st January and ending on 31^st December.

m.     “THE ARTICLES” means the ARTICLES OF ASSOCIATION OF THE ORGANIZATION herein stated.

n.       “THE BYLAWS” mean the BYLAWS of the Organization for the time being in force.

o.      “THE GENERAL BODY” means the GENERAL BODY of the members of the Organization entitled to attend and vote at the General Meeting.

p.      “SERVICE RULES” means the SERVICE RULES framed by Board of Directors of the Organization governing the terms and conditions of service etc. of the paid employees of the Organization.

q.      “BOARD MEETINGS” means a meeting of directors of the Board duly called and constituted.

r.        The regulations contained in Table ‘A’ to the Companies Ordinance, 1984 shall apply to the Organization so far these are applicable to the Organization.

Membership

2.      A person fulfilling the following criteria and with the approval of the Board of Directors will be the member of the organization.

a.       A permanent resident of village Baltit.

b.      Of 18 years age and above.

c.       Person nominated from.

I)       VOs,WOs.

II)     CSOs, and other forums subject to the approval of Board of Directors in its meeting.    

d.      Persons with reputable character and health.

e.       Persons interested in promoting and dissemination social welfare activities in the area.

f.        Agrees with the objectives and bye-laws of the organization

g.       Persons who have paid Rs. 100/= as admission fee along with the application.

The number of members with which the company proposes to be registered is forty eight (48) but the company in general meetings may from time to time register an increase in the number of members.

Annual Fee and Annual Subscription

3.      The admission fee and annual subscription for the members of the Organization shall be as follows.

Ø      Admission Fee From Members                               Rs.   100/-

Ø      Admission Fee From V/WOs, CSOs                      Rs. 1000/-

Ø      Annual Subscription From Members                       Rs.   120/-

Ø      Annual Subscription From V/WOs, CSOs  Rs. 1200/-

4.       The annual subscription shall become due for payment on the first day of January each year. Any member who does not pay his annual subscription by 31^st January shall be deemed to have been automatically removed from the register of Organization.

5.      If a member is admitted during the course of the year, he shall pay the full amount of subscription and admission fee.

Application for Membership

6.      A person nominated from V/WOs, and from Article 2 C-II shall be a member of the Organization and willing to abide by the Memorandum and Articles of the Organization and bylaws, rules and regulations framed there under, shall submit to the Secretary an application in the form prescribed for this purpose by the Board of Directors, with the prescribed admission fee and annual subscription. Individual persons can not apply for the membership of the organization.  

7.      The provision regarding submission of application in the prescribed form referred to in Article 6 above, shall not apply in the case of persons desirous of becoming members of the Organization until its first election is held under these Articles.

Resignation, Removal or Expulsion from Membership

8.      Any member may resign from the Organization by giving 30 days prior notice in writing to the Board of Directors and upon expiry of the period of notice shall cease to be member. The member who has resigned or whose name has been removed from the register due to the non-payment of subscription or other dues of the Organization or expelled from the Organization shall remain liable to pay all dues to the Organization up to the date of resignation, removal or expulsion from the Organization.

Any member who has resigned or whose name has been removed from the register or who has been expelled from the Organization shall not be entitled to refund of money paid to the Organization.

9.      A member shall be liable to be expelled from the membership of the Organization or the rights and privileges of a member shall be liable to be withdrawn for any of the following  reasons by a resolution of the Board of Directors passed in a meeting, specially convened for the purpose, by a two third majority of the members present in person:

a.       Neglecting or refusing to submit, abide by or carry out any decision of the Board of Directors of the Organisation.

b.      Indulging in any unethical business practice in the field of trade, commerce and industry.

c.       Willful violation of the rules and regulations and bylaws of the Organization.

d.      Non payment of the dues of the Organization. Provided that a member shall not be so expelled unless he has been given an opportunity of explaining his position in writing or in person. Provided further that the member so expelled shall have the right to appeal within one month from the date of expulsion, to the General Body and the decision of the General Body on it shall be final.

10.  A member cease to be a member of the Organization for any of the following reasons:

a.       If he/she resigns from the Organization as per article 8.

b.      If he/she is expelled from the Organization as per Article 9, above; or

c.       If he/she fails to pay annual subscription by the 31^st January.

d.      If he/she is found to be of unsound mind by a court of competent jurisdiction; or

e.       If he/she is adjudged insolvent or bankrupt; or

f.        If he/she is convicted of an offence involving moral turpitude; or

g.       If any change is made in the conventional or corporate name of the firm, company or corporation; or

h.       If he/she has been declared by the Government to be disqualified to be a member of any trade organization.

i.         If he/she fails to attend three consecutive meetings of the Board or from all meeting of the Board for a continuous period of three months.

11.  The name of the member who has resigned or has been expelled or has otherwise ceased to be a member shall be struck off from the register.

Restoration of Membership

12.  A member whose name has been removed from the Register due to expulsion, resignation or non payment of dues of the Organization, shall be eligible for re-enrolment or payment of admission fee a fresh and all arrears outstanding against him. Provided that a member expelled from the Organization shall not be re-admitted before the expiry of one year from the date of expulsion.

Rights and Privileges of Members

13.  Every member of the Organization shall have the following rights and privileges subject to the restrictions contained in these Articles generally, or by any bylaws, rules and regulations, framed there under:

a.       To obtain a copy of the annual report and account,

b.      To obtain all other publications of the Organization either free of cost or at such reduced rates as Board of Directors may from time to time decide.

c.       To be present and discuss and vote at any General Meeting or any question referred to such General Meeting or to give opinion on any question referred to the General Body of Members by circular or otherwise.

Register of Members

14.  A register of members shall be maintained at the Registered Office of the Organization in which there shall be set forth the names and addresses of all the members, for the time being and in which shall be recorded all changes in membership taking place from time to time.

15.  Every member shall have the right to have the name of his/her representative changed from time to time, provided that no such change shall be affected during the period from the date on which the final list of members and their representatives have been circulated for the purpose of elections of the Organization and until after the holding of the election.

Management

16.  The administration and management of the Organization shall be vested in:

a.       Board of Directors

b.      Manager, Accountant and other employees

17.  The General Body shall thus form Board of the Directors of the Organization

18.  The Manager and the Accountant and others employees appointed by Board of Directors from time to time will be paid employees of the Organization.

Board of Directors

The management of the BRSO shall be vested in the BoDs which shall be composed of the following fifteen elected members and 4 Ex officio members:

19.  The Board of Directors shall consist of fifteen members elected in Annual General Meeting (AGM) or in annual election.  The Manager will act as Secretary in the absence of General Secretary to the Board of Directors. Out of 15 elected members/Directors, three directors will be elected by the AGM from amongst the professionals/technocrats residents of Karimabad Hunza. The criteria for professionals will be same as for the technocrat members of the senate of Pakistan

20.  The members of the Board of Directors shall elect within two weeks of their election, the office bearers of the Board of Directors from among themselves as follows:

I)       Chairman             1

II)     Vice Chairman                 1

III)  General Secretary            1

21. Ex-Officio Members:

i.    Member Gilgit-Baltistan Legislative Assembly elected from the constituency.

ii.   Chairman of Union Council or Municipal Committee elected from Karimabad.

iii. One Nominee from Amongst five Lumberdars of Karimabad.

iv.   Head of Business Association of Karimabad.

Election of Board of Directors

22.

a   The Board of Directors shall draw up every year a program for the election of the required number of office-bearers from amongst the members on the Register of the Organization.

b.      The members shall elect from among themselves fifteen representatives 90% from V/WOs, and 10% from CSOs and others as Board of Directors. The representatives so elected shall then elect from among themselves Chairman, Vice Chairman, and General Secretary.

c.       Election shall be held in accordance with the bylaws framed by Board of Directors of the Organization.

d.      No member who has not paid his annual subscription at the latest by 31^st January shall not be eligible to stand, or propose or second a candidate for election. A candidate who desire to stand for election must be proposed by one and seconded by another.

e.       The candidate who receives the largest number of votes shall be deemed to have been elected. In the event of equality of votes between two or more candidates the name of the successful candidate or candidates shall be drawn by lottery.

f.        If any vacancy occurs of a member of Board of Directors, shall be filled by co-option by the board. If the vacancy is that of the Chairman or Vice Chairman, General Secretary, it shall be filled by the Board by election from its other members and resulting vacancy shall be filled by co-option. Provided that such vacancy shall be filled under this clause within 90 days of its falling vacant.

g.       The persons elected to the Board of Directors shall automatically cease to be members of the BoDs if they cease to be members of Organization.

h.       The Chairman and Vice Chairman and General Secretary shall hold the office for a term of two years commencing with effect from 1^st day of December each year. They shall, however, be eligible for re-election with the majority assent of the members. The members of Board of Directors of the Organization shall, however, continue the office for a term of two years from the date of election.

Powers & Functions of Board of Directors

23. The Board of Directors shall have the following powers and functions

1. To carry out the aims and objects of the Organization.
2. To make such arrangements as are considered necessary for the election of new Board of Directors, it’s Chairman, Vice Chairman and General Secretary.
3. To continue and manage the affairs of the Organization until the next properly constituted Board of Directors takes over in accordance with the provisions of these Articles.
4. To look after and manage all property, moveable and immoveable held by the Organization.
5. To appoint Standing Committee or Sub-Committee for any purpose and frame such rules and regulations or bylaws in this regard as may be deemed fit.
6. To delegate any of its powers to any Standing Committee or Sub-Committee.
7. To appoint the Manager, Accountant and other staff considered necessary for the efficient functioning of the Organization and frame rules and regulations or bylaws regarding their terms and conditions of service.
8. To keep or cause to be kept any one or more persons appointed by it, proper books of account in which shall be entered true and complete account of the monetary affairs and transactions of the Organization. To meet working expenses of the managements. Establishment charges and salaries of staff of the Organization.
9. To frame and put into effect rules, regulations and bylaws for the office administration, elections, trade practices, arbitration, and to rescind and / or to alter such rules, regulations, or bylaws.
10. To present the views of the Organization of any matters relating to the objects of the Organization.
11. To convene Ordinary or Extra-Ordinary General Body Meetings of the Organization.
12. To nominate members to represent the Organization at public bodies.
13. To raise funds by collecting subscriptions and donations from the members from time to time for meeting any emergent needs of the Organization.
14. To defray  expenses, subject to the availability of funds, of delegates selected and deputed by the Organization to represent it at conference in Pakistan or abroad with the prior approval of the Federal Government in case of conference abroad.
15. To expel any member from the Organization or re-admit such expelled member subject to conditions mentioned in aforesaid Article-12s, either on its own initiative or on the written request of any member of the Board of Directors.
16. To commerce, institute, present and defend all such actions and or suits on behalf of the Organization as may be deemed necessary or expedient and to compromise or submit to arbitration any section suit or dispute or difference.
17. To adopt and take such measures not inconsistent with the Memorandum of Organization or these Articles, as may from time to time be considered necessary for the achievement of the aims and objects of the Organization.

Meetings of the Board of Directors

24. The Board of Directors shall meet from time to time at such place or places as may be considered necessary and may make such rules and regulations and bylaws not inconsistent with the provisions of these Articles, as it may think proper as to the summoning and holding of meetings for transaction of business at such meeting.

25. One third of the members shall form the quorum. If within thirty minutes of the schedule time of the meeting, the requisite quorum is not formed, the meeting shall stand adjourned and no quorum shall be necessary for the transaction of business at an adjourned meeting other than that the business left unfinished at the meeting from which the adjournment took place.

26. All proposals placed before the Board of Directors shall be decided by a simple majority vote, except as otherwise provided in these Articles.

27. The Board of Directors shall cause the proceedings of every meeting duly recorded in the minute book kept for the purpose.

28. The Chairman and in his absence the Vice Chairman shall preside over the meetings, provided that in the absence of both of them, the Board of Directors, present may elect any person from among themselves to preside.

In the even of equality of votes, the Chairman or when-so-ever be presiding over the meeting of the Board of Directors, shall have a second or casting vote.

General Meeting

29. Meetings will normally be held during the period from July to September, at such time and date as may be determined by Board of Directors, provided that such meeting shall be held once at least in every calendar year after holding of the last General Meeting. Such General Meetings shall be called “Annual General Meetings”.

30. The meetings of the General Body of the Organization other than the Annual General Meetings shall be called Extra-Ordinary or Special General Meeting and shall be held at such time and place as the Board may deem convenient for the disposal of the business of the Organization.

31. The Secretary shall, upon requisition in writing by at least by 1/3^rd of the total number of members convene an Extra-Ordinary General Meeting and such meeting shall be called within 30 days from the date of receipt of the requisition and a note of such meeting signed by the Secretary or, in his absence, by an official of the Organization duly authorized to perform the duties of the Secretary, shall be circulated among all the members for their information at least 21 days before the date fixed for the meeting.

32. Any requisition or an Extra-Ordinary Meeting shall express the specific object of the meeting and must be signed by the requisitionist and shall be sent to the Secretary at the office of the Organization by courier/registered post.

33. Every question submitted to a General Meeting shall be decided by a majority of votes of the members present in person or by proxy.

34. At least 14 days notice for an Annual General Meeting intended to pass ordinary resolution and at least 21 days notice for Extra-Ordinary or Special General Meeting intended to pass special resolution, specifying the place, date and hours of meeting shall be circulated to all the members along with the notice of the particular meeting under certificate of posting. Non receipt of such notice by any member shall not invalidate the proceedings at such meeting.

35. The Chairman shall preside over every General Meeting of the Organization and in the absence of Chairman; Vice Chairman shall preside over such meetings. If the Chairman and the Vice Chairman be not present at the time of holding the meeting, the members present may elect some one from among themselves to act as Chairman of the Meeting.

36. If within half hour from the time appointed for an Extra-Ordinary General Meeting or Special General Meeting the quorum is not formed, the meeting, if convened upon requisition, shall be dissolved, but in any other case it will stand adjourned to some day in the next week at the same time and place and no quorum shall be necessary to transact business on the agenda of such adjourned meeting.

37. At any general meeting unless a poll is demanded by at least 3 members, a declaration by the Chairman that the resolution has been carried and entry to that effect in the minute book of the Organization shall be conclusive evidence of the fact, without proof of number or proportion of the vote recorded in favor of or against that resolution.

38. If a poll is demanded under the provision of Article 42 the same shall be taken by secret ballot and the result of the poll shall be deemed to be the result of the meeting at which the poll was demanded.

39. In the case of any equality of votes, whether on a show of hands or on a ballot, the Chairman of the meeting at which the show of hands takes place or at which a poll is demanded, shall have the right to exercise a second or casting vote.

40. At an annual meeting the following business shall be transacted:

1. To receive and adopt the Annual Report of the Board of Directors and other committees and Sub-Committees.
2. To receive and pass the duly audited accounts of the Organization.
3. To appoint auditor or auditors for the year and fixation of their remuneration,
4. To transact such other business of which notice may have been received 4 clears day before the date fixed for the Annual General Meeting and or such other business as may be, with the permission of the Chair placed before the meeting.

Votes at General Meeting

41. On a show of hands, every member present in person, or in the case of an organization. VOs WOs and other persons by an authorized representative appointed as provided in article of the association shall have one vote.

42. On a poll every founder member and each ordinary member shall have one vote.
43. Notwithstanding Article No.41, a member shall not be entitled to vote on any matter which personally affects him/her though he/she might be present, and the Chairman may require him/her to withdraw during the discussion, and he/she shall in that case withdraw accordingly.

Power and Responsibilities of Office Bearers

44. The following shall be the powers and responsibilities of the Chairman, Vice Chairman and General Secretary.

1. Chairman

i           He/She shall be the Chief Executive of the Organization and whenever possible, shall preside over the General Meetings of the Organization and meetings of Board of Directors and lead deputation and delegation on matters with which Board of Directors is concerned.

ii.                   He/She shall have the power to sanction in connection with the affairs of the Organization any amount not exceeding ten thousand rupees at a time, prior to consultation with or assent of Board of Directors and the amount so sanctioned shall be paid from the funds of the Organization. The assent of the Board of Directors will be obtained at its next meeting after the expenditure has been sanctioned or incurred.

iii.                 He/She should be at least graduate.

2. Vice Chairman

i.                    In the absence of the Chairman, the Vice Chairman shall perform all the functions of the Chairman.

ii.                   He/She shall assist the Chairman in his duties

iii.                 He/She shall perform the duties assigned by the Chairman from time to time.

iv.                 He/She should be at least graduate.

45.       Subject to the supervision, the Board of Directors through the Chairman, the General Secretary or Manager shall perform the following duties:

1. To carry on and hold charge of correspondence of the Organization.
2. To hold charge of all papers and documents, furniture and all the properties, moveable and immoveable, belonging to the Organization.
3. To keep and maintain accurate minutes of all meetings of the Organization, the Board of Directors, the Standing Committee, the Sub-Committee and to get them signed by the person who presided over such meetings.
4. To issue notice of all General Meetings and meetings of Board of Directors and the Standing Committee and Sub-Committee, if any.
5. To prepare the annual report of the Organization in consultation with Board of Directors and the report of the Standing Committee and Sub committees.
6. To circulate among the Board of Directors the minutes of the meeting and proceedings of Board of Directors, Standing Committee and Sub- Committees and circulate among the members of the Organization the annual reports, notices and other information intended for circulation.
7. To notify all members of the Organization the resignations, expulsions or disconnection of the person, firm or company from the membership of the Organization.
8. To collect the dues of the Organization and grant receipt thereof.
9. To keep and maintain or cause to be kept and maintained accurate accounts of the Organization and all funds connected with or any way controlled by it.
10. To ensure all payments on behalf of the Organization in conformity with the decisions of Board of Directors.
11. To incur incidental expenses on any item not exceeding one thousand rupees subject to such rules, regulations and by-laws as may be framed by Board of Directors.
12. To represent the Organization for all purposes whenever action arises before any Court of Law in respect of any suit or proceeding instituted by or against the Organization, but he shall not be competent to compromise any suit or proceedings without the sanction of Board of Directors.
13. To delegate all or any of his functions to any member of the staff or the Organization, provided that the Secretary shall remain responsible to the Board of Directors for acts done on his behalf by such members.
14. To maintain administrative and disciplinary control over entire staff of the Organization, in accordance with the rules and regulations and bylaws framed in this behalf by Board of Directors.
15. To do and perform all acts and deeds he may expressly be required to do by the Chairman or Board of Directors and generally all such other acts and deeds as are incidental to his office.

Funds

46. All money on account of daily collection and other subscriptions realized by the Organization shall be deposited in a Bank approved by the Board of Directors. Withdrawal shall be made by means of cheques under the joint signature of any two signatories Chairman, Vice Chairman, and General Secretary or Manager.

Accounts

47.    The accounts shall be kept of the sums of moneys received and expended by the Organization and the manner in respect of which such receipts and expenditure take place and the property, credits and liabilities of the Organization and subject to any reasonable restrictions at the time and manner of inspecting the same that may be imposed in accordance with the regulations for the time being in force, of the Organization, shall be open to the inspection of the members. Once at least in every year, the accounts of the Organization shall be examined and correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

Audit

48. The accounts of the Organization shall be closed on 31^st day of December every year and shall be audited at least once in every year by an auditor or auditors.

49. The Board of Directors at the Annual General Meeting each year shall appoint Auditor and Auditors to audit the account of the Organization and fix his/their remuneration.

50. The duties of auditor(s) shall be regulated in accordance with section 255 or such other sections of the Companies Ordinance 1984.

51.    Every account of the Organization when audited and approved by a general meeting shall be conclusive, except any error discovered therein within 3 months after the approval thereof. Whenever any such error is discovered within that period the accounts shall forth with be corrected and henceforth shall be conclusive. Serious error shall, however, be opened to objection at any time.

52.    The Auditor(s) shall be entitled to receive notice of and to attend any general meeting of the Organization at which any account, which have been examined or reported by him or them, are to be placed before the members and may make any statement or explanation he or they may desire to make, or the members may require, with respect to the accounts.

Common Seal

53.    The Board of Directors shall provide a Common Seal for the Organization. The seal shall be deposited with the Secretary and shall never be affixed to any document except with the prior authority of the Board of Directors and in the presence of the Chairman, or two other office bearers, who shall sign instrument to which the seal is affixed and all such instruments shall be countersigned by the Secretary. Provided that any instrument bearing the seal of the Organization and issued for valuable consideration shall nevertheless be binding on the Organization notwithstanding any irregularity touching the authority of Board of Directors  to issue the same.

Indemnity

54.    Every office-bearer, Manager, and other officer or servant of the Organization shall be indemnified by the Organization against and it shall be the duty of Board of Directors, out of the funds of the Organization to pay all costs, leases, penalties and expenses which any such office-bearer, Manager, Officer or servant may incur or become liable by reasons of any contract entered into or act or deed done or committed to be done by him as such office bearer, Manager, Officer or servant acting in good faith and the amount of which such indemnity is provided shall immediately attach as lieu on the property of the Organization and have priority as between the members of the Organization over all other claims.

No office bearer, Manager or other officer or servant of the Organization shall be liable for the act, receipts, neglects and default of any other office bearer or servant or for joining in any receipt or other act or for conformity or for any loss, or expenses incurred to the Organization through the insufficiency or deficiency of title to any property acquired by order of Board of Directors for or on behalf of the Organization or for the insufficiency or depreciation or any security in or upon which any of the moneys of the Organization shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited or for loss sanctioned by an error of judgment, omission, default; or oversight or his part, or any other loss, damage or misfortune that may happen in the execution of the duties of his office or in relation thereto unless the same happened through his own dishonesty.

Publication of Organisational Matters

55.    The organization shall not publish any information or make a public statement concerning the organization, any institution under its control, or any matter whatsoever without the previous consent in writing of chairperson of the Board.

56.      No member or Director shall accept so for as is necessary and proper in the ordinary course of their duties, make public or disclose to any person or agent, any information as to the affairs of the company or any institution under its control, or anything relating to employees, consultants or as to other matter which come to his/her knowledge in the course of his/her duties as such Directors as aforesaid. The service agreement of all senior or professional employees and all agreements relating the services of consultants and other persons of comparable status shall embody a clause interim similar to this article.

57.      A notice may be given by the Organisation or the Board of Directors, to VOs, WOs, and AKRSP affiliated NGOs and LDOs either personally or by sending it by post to its registered address. Notices send to any person, representative residing out station shall be sent on their address, if any, within the area.

58.      The organisation shall accept the resignation of Directors and members of VOs and WOs if they have no outstanding dues against them and other responsibilities fulfilled by them.

59.      All projects productive and welfare shall be completed by a participatory approach system of   VOs, WOs of the area.  

Winding UP

60.      If at any stage the organization is going to be winding up, first of all from the organisation’s assets and income, by the help of donor agencies the dues will be paid of different private and Government, financial institutions, Banks and other agencies.

Secondly all the rest of the assets shall be transferred to the members affiliated VOs and WOs and other member persons of the organization according to their share’s work and projects.