THE RURAL DEVELOPMENT
FOUNDATION
ARTICLES OF ASSOCIATION OF THE SOCIETY
(Rules and Regulations)
The name of the
Society shall be the RURAL DEVELOPMENT FOUNDATION, which for the purposes of
brevity or convenience may be referred to as RDF.
The registered
office of the Society shall be located in No.502,
a)
Founders
b)
Patrons
c)
Life Members
d)
Annual Members
e)
Corporate Members
f) Honorary Members
A. FOUNDER MEMBERS:
The authors of the Memorandum of Association of RDF are the Founder
Members. The Founder is also member of the Society for his entire life and at
any time upon his retirement, he can nominate some other person to take his
Founder position. This nominated Founder
shall have the same privileges as a Founder.
B. PATRON MEMBERS:
Being any individual whom the Board of Directors (Executive Committee) consider to be eminent in fields that match RDF's objectives and also individuals that offer
infrastructure on lease or as a gift to the RDF. The maximum number of patrons
shall not exceed 15. Unless a Patron
member is serving on the Board as a director, or is desirous of seeking
re-election as a director or is requested by the Board to continue to serve as
a director, upon the expiration of two terms, regardless of the duration of the
term as defined at present or in future, the Patron Member will be categorized
as an Honorary Member. There shall be no limit to the number of Honorary
Members that the Society may have. Honorary members may attend the General Body
meetings to observe the proceedings and give advice.
C. LIFE
MEMBERS:
Being any resident Indian (or a
Person of Indian Origin as defined by the External Affairs Ministry) who pays
over a period of time a sum of Rs. 5,00,000, or
Non-Resident Indian who pays US$ 20,000
and whose application for membership as a life member is accepted by the
Board of Directors (Executive Committee). The Maximum number of Life members
that the Society can have at any time shall not exceed 20.”
D. ANNUAL
MEMBERS:
Being any resident Indian (or a Person of Indian Origin as defined by
the External Affairs Ministry) who pays Rs. 5,000/-
or Non-Resident Indian who pays US$ 500 and whose application for membership as
an annual member is accepted by the Board of Directors (Executive Committee).
The Maximum number of Annual members that the Society can have at any time
shall not exceed 15.”
E. CORPORATE
MEMBERS:
Being any corporate body, firm, trust
association or society, which pays Rs. 5,00,000/- and
whose application for membership as a Corporate member is accepted by the Board
of Directors (Executive Committee). A Corporate member of the Society shall be
deemed as a member for a period of five years from the date of becoming a
member. At the expiry of the period, the Corporate Member may renew their
membership by paying the appropriate membership fee and with the approval of the
Board of Directors (Executive Committee). The Maximum number of Corporate
Members that the Society may have at any time shall not exceed 15.
F. GENERAL
POLICY:
The
Society may, acting under any rules and regulations made in this regard by the
Board of Directors (Executive Committee), enroll or
admit any associate members, affiliate members or any other class of members to
the institutions. Organs, or Chapters of the Society so as to allow, admit and
enable the participation and involvement of as many persons as is desirable in
the activities and working of the institutions and Chapters of the Society or
to extend the benefits of the services offered by the Society its Chapters and
institutions.
G. CESSATION
OF MEMBERSHIP: The membership shall
be terminated on
1) Death of a member.
2) On adjudication as an insolvent in case of
individuals and firms.
3) On winding up of companies & societies.
4)
On
resignation.
5)
In the
case of bodies corporate, firms, trusts, societies, associations of persons or
body of individuals upon 3 years of their becoming members such members may
however renew their membership by paying the requisite subscription fixed by
the general body from time to time.
6)
On the
general body deciding by a simple majority that the member is or has been acting
against the interests, aims and objectives of the Society, and that the
continuance of such member is detrimental to the interests of the Society
whether or not such decision is taken pursuant to the recommendations of any
committee or sub-committee constituted to inquire such activities.
H. MEMBERSHIP REGISTER: The Society shall maintain at its
registered office, a register of its members showing the name, address,
occupation, designation, date of commencement of membership and date of
cessation of membership of all its members.
Composition:
The General Body
of the Society shall comprise of the Founder members, Patron members, Life
members, and all the Annual and Corporate members who have paid their dues. It
shall exercise general supervision over the working of the Society and shall
decide and lay down the policy and guidelines to be followed by the Society in
all the its activities.
Powers of
General Body:
Notwithstanding
the generality of the provisions in above paragraph, the general body shall
have the power to:
1)
Review
the activities of the Society.
2)
Issue
suitable guidelines and instructions to the Board of Directors (Executive
committee)
3)
Set up
targets to be achieved by the Society in the promotion of its aims and objectives.
4)
To
receive, review and approve audited statements of accounts and to lay down
norms and procedures for proper maintenance of accounts.
5)
Elect
the Board of Directors (Executive Committee).
6)
Amend
the memorandum and articles of association according to the procedure laid down
here under.
7)
Pass
resolutions whether on a recommendation of a committee or sub-committee or
otherwise for removal of a member.
Article 4.2: Functions of the General Body
a)
Review
the activities of the Society and to scrutinise the working and functioning of
the Society and its Chapters.
b)
Issue
suitable instructions and guidelines for the running of the Society.
c)
Set up
policies, guidelines and targets for achievement of the aims and objectives of
the Society,
d)
Receive,
discuss, review, approve and accept the audited statement of accounts of the
Society, Chapters, and institutions for the year under review.
e)
Discuss,
approve and pass the annual budget of the Society for the ensuring year as
prepared by the Board of Directors (Executive Committee) or with such
modifications, alternations or amendments, as it may deem fit and proper.
f)
Appoint
auditors for the Society, it's Chapters, institutions
and affiliated organisations and to fix their remuneration.
g)
Extra
Ordinary General Body Meetings: The general body may meet as frequently as
necessary at a extraordinary general body meeting to discuss upon any issue
regarding the Society, its Chapters or institutions or to exercise any of it's functions and powers under the articles.
h)
Notice
and Procedure for Meetings: For convening an annual general body meeting the Secretary
of the Society shall give at least 15 clear days notice to the members. The notice shall be accompanied by the report
of the Board of Directors (Executive committee) on the activities of the
Society and statement of account for the year under review as well as the
budget estimates for the forthcoming year.
For an emergency meeting convened by either the Chairman or Secretary to
transact any urgent or important matter at least seven clear days notice must
be given to the members.
i)
Requisition
meeting: A meeting may be requisitioned by a total of one tenth of the total
number of members petitioning the Secretary to convene a meeting of the general
body within one month of the receipt of such petition by the Secretary by
giving notice of at least seven clear days.
If the Secretary fails to convene such a meeting within one month of the
receipt of the petition, the Chairman shall convene, such a meeting within 15
days thereafter giving at least seven days notice i.e., the meeting to be
conducted before the expiry of 15 days after the receipt of the petition
requisitioning the meeting by the Chairman.
If both the Secretary and the Chairman fail to convene such a meeting
upon the requisition, the members who had originally requisitioned the meeting
may appoint any member of the Society to convene such a meeting and such member
upon appointment shall convene such a meeting within 20 days by giving at least
seven clear days notice to all members.
j)
All
notices of a general body meeting shall set out the date and time and venue of
the meeting with details of the agenda and any notes thereto. The notices may be sent either by registered
post or may be delivered by hand after obtaining acknowledgement.
k)
Any
member may send proposals in writing for inclusion in the agenda of the meeting
to the Secretary so as to reach him at least 10 days before the date of the
meeting.
Article 5:
EXECUTIVE BODY, BOARD OF DIRECTORS (EXECUTIVE COMMITTEE) AND OFFICE BEARERS
There shall be a
Board of Directors (Executive Committee) for managing the affairs of the
society. The Board of Directors
(Executive Committee) shall consist of TEN people as described below
1.
The
Founder Members shall elect three Directors for a period of TWO years from
either amongst themselves or outside. At
least one Director shall be from outside the Founder Member class and shall be
an eminent person who has special knowledge or practical experience in fields
that are similar to the aims and objectives of RDF.
2.
The
Patron Members shall elect two Directors for a period of TWO years.
3.
The
Corporate Members shall elect one Director for a period of TWO years.
4.
The
Annual Members shall elect one Director for a period of TWO years.
5.
The
Life Members shall elect three Directors for a period of TWO years.
Notwithstanding
anything contained elsewhere in these Articles, the authors of the Memorandum
of Association of RDF are the first Board of Directors (Executive Committee).
The first Board of
Directors (Executive Committee) shall hold office for a period of three years until
the third annual general body meeting.
Notwithstanding
anything contained elsewhere in these Articles, the five existing non-retiring
directors, who will continue to hold office beyond the 2006 Annual General Body
meeting will all retire at the end of the next Annual General Body meeting
which should be held in the year 2007 and the four new directors that will be
elected at the 2006 Annual General Body meeting will hold office until the
second Annual General Body meeting which should be held in 2008.
Terms and
Re-election: All elected members of
the Board of Directors (Executive Committee) shall hold office for a period of
TWO year from the date of their election and shall vacate their office at the
SECOND annual general body meeting to be conducted after the one in which they
were elected so as to enable that annual general body meeting to elect persons
to the place vacated by them. Retiring members
shall be eligible for re-election.
Nomination to
Casual Vacancies: In the event of any casual vacancy arising because of any
member of the council resigning or expiring before his term is over or due to
the termination of his membership of the Society or due to any other cause then
the Board of Directors (Executive Committee) may fill up such vacancy for the
period of the unexpired term of the member by co-opting any other member of the
Society belonging to the same category of members as the original member due to
whose vacation of membership of the council the casual vacancy is caused.
The Executive Body shall consist of the Chairman, Vice
Chairman, Secretary and Treasurer.
The Board of
Directors (Executive committee) shall be duty bound to attest the signatures of
all the members of the newly elected Board of Directors (Executive Committee)
and to see that the said signatures of out-going governing body tally with the
annual list as filled with the Registrar of Societies before 15 days of the
succeeding month of the month elections were held.
The Board of
Directors (Executive committee) shall have the powers of general governance and
management of the affairs, property, institutions and Chapters of the Society
vested in it.
Board of
Directors Powers:
To exercise
overall control over the policies and management of the Society including its
Chapters institutions and its properties in accordance with the policies
guidelines and instructions laid down by the general
body, and without prejudice to the generality of the foregoing, the Board of
Directors (Executive Committee) shall have the power:
1)
To
acquire and dispose of properties on behalf of the Society by any means
including by way of loan, lease sale, gift, donations, or other transfers.
2)
To
elect the office bearers from amongst themselves.
3)
To
co-opt any member of the Society into any casual vacancy arising in the Board
of Directors (Executive Committee).
4)
To
appoint any person or persons to any inquiry or other committee
5)
To
call for reports from Chapter Chairman's and heads of institutions or other
organisations affiliated to the Society.
6)
To
appoint staff and so supervise and control their functioning.
7)
To
construct, alter, modify and maintain such building structures and amenities as
may be necessary.
8)
To act
as custodian of all properties of the Society.
9)
To
make arrangement for maintenance of accounts of the Society and institutions
run by it and to arrange for their audit by the auditors appointed by the
general body.
10)
To
have the annual accounts prepared and circulated before the 30th
June every year and placed before the general body.
11)
To
have the Annual budgets prepared and circulated before the 30th day
of June every year and submitted to the general body.
12)
To
accept applications and admit new members to the Society or to reject any
application and thereby deny membership.
13)
To
make rules and regulations for the working and administration of the Society
and its Chapters the conduct and running and administration of the institutions
run by the Society the offer and admission of associate, affiliate active,
working or youth members.
14)
To
borrow monies or otherwise raise funds with or without any security by way of
lien, mortgage charge, pledge or hypothecation or otherwise, on behalf of the
Society for the purposes of the Society.
15)
To
expend any sums for the achievement of the objects of the Society.
16)
To
invest and deal with all monies and properties of the society.
17)
To
accept donations, gifts, presents and other offerings.
18)
To
recommend or to ratify any amendments to the memorandum or articles of the
Society
19)
To
receive all payments and monies due to the Society whether by way of fees,
grants, aid, service charges, interest, dividends or otherwise.
Board of Director Meetings: the Board of Directors (Executive Committee) shall
meet at least once in every three months or as frequently as may be necessary.
Notice of Meetings:
a)
A
notice setting out the time, date and venue of each meeting shall be sent by
the Secretary to each member of the Board of Directors (Executive Committee) so
as to reach not later than seven days before the date of meeting.
b)
The Secretary
shall also send along with the notice an agenda along with any notes on the
agenda for the meeting.
c)
All
notices of meeting are to be sent by either Registered post or under
certificate of posting or delivered by the hand after obtaining an
acknowledgement.
Any member of the
Board of Directors (Executive Committee) may send to the Secretary, any
proposals in writing for matters to be included in the agenda so as to reach
him at least three days before the date of the meeting.
The quorum for a
meeting of the Board of Directors (Executive Committee) shall be eight members
or one third of its total strength whichever is less.
All matters before
the Board of Directors (Executive Committee) shall be decided by a simple
majority of the members present and voting with the Chairman having a casting
vote in addition to his own in the event of a tie.
The Board of
Directors (Executive Committee) may require the presence and participation in
its deliberations regarding the affairs of any Chapter or institution of the
Chapter Chairman or head of institution and to this end may require the
attendance of the Chapter Chairman a head of institution concerned at it's
meetings who shall however not have a right to vote.
The Board may pass
resolutions by circulating the proposal in writing amongst all the directors.
Such resolutions must be sent by registered post, courier or by hand delivery,
under the signature of the Chairman. The
quorum for passing such resolutions is all of the directors. No such resolution
may be passed without all the directors receiving and commenting or voting on
the resolution. However, resolutions to dissolve to Society or to dispose the
assets of the Society shall not be passed in such manner.
Article 5.3.1:
CHAIRMAN: The Chairman shall be elected by the Board of
Directors (Executive committee) from amongst themselves.
Functions &
Powers: The Chairman may: i) Preside over all meetings of the general body and Board
of Directors (Executive Committee). ii)
Exercise his right of casting vote in the event of a tie in any meeting
presided over him. iii) To call for and
convene any meeting of the general body and the Board of Directors (Executive
Committee). iv) To
generally manage the affairs of the Society under the control and direction of
the general body & Board of Directors (Executive Committee). v) All papers, documents and deeds of the
Society shall be signed by the Chairman on behalf of the Society and all acts
and deeds done by the Chairman by virtue of and in accordance with these
articles shall be binding on the Board of Directors (Executive Committee) and
the Society.
Article 5.3.2:
VICE CHAIRMAN:
The Vice-Chairman
shall be elected by the Board of Directors (Executive Committee) from amongst themselves.
Function & Powers: The Vice-Chairman shall in the absence or inability
or refusal to act by the Chairman, perform all the functions of the chairman
shall bear all the responsibilities and exercise all the powers of the
Chairman.
Article 5.3.3: SECRETARY:
The Secretary
shall be elected by the Board of Directors (Executive Committee) from amongst
any member of the Society. i) He shall have custody
of all records and documents of the Society and shall maintain or cause to have
maintained the same. ii) Convene meetings of the general body and
Board of Directors (Executive committee).
iii) Shall carry out, implement or cause to be carried out or
implemented all the resolutions and decisions of the Board of Directors
(Executive Committee), and general body.
iv) Act in a representative capacity for the
Society and shall be the proper person to either sue or he sued on behalf of
the Society. v) Countersign all papers,
documents and deeds of the Society without which the documents, papers and
deeds would be invalid and not binding on the society. vi) He is competent
to countersign along with the treasurer for all bank or cash transactions. vii) Correspond on behalf of the Society with
all persons, bodies and authorities. viii) Look after day-to-day management and
maintenance of the Society, its Chapters and establishments and
institutions. ix) Call for and obtain
all information, reports and accounts necessary or call for by the general
body, Board of Directors (Executive Committee), executive committee or
government authorities form the functionaries and staff of the Society, its
Chapters, and institutions. x) He is
competent to delegate any or all of these functions to either the Joint
Secretary or any member of the Board of Directors (Executive Committee)
Article 5.3.4:
TREASURER
The Treasurer
shall be elected by the Board of Directors (Executive Committee) from amongst
any member of the Society.
Powers and
Functions:
a)
The
Treasurer shall be the Chief Custodian of all the properties of the Society and
the books of accounts of the Society and the organisation managed by it.
b)
The
Treasurer shall be in-charge of all cash and other finances of the Society.
c)
The
Treasurer shall operate the Bank Accounts of the Society Jointly either with
the Secretary or Chairman.
d)
The
Treasurer shall operate the Bank Accounts for withdrawal of any amount by
issuing cheques with the counter signature of the Chairman or the Secretary
e)
The
Treasurer shall be the Joint signatory of all loans borrowed by the Secretary
or Chairman in the name of the Society.
f)
The
Treasurer shall make payment of the bills, countersigned by the Secretary.
g)
The
Treasurer shall look after the Accounts of the Society.
h)
The
Treasurer shall supervise and look into Accounts maintained by the
organizations owned and managed by the Society.
i)
The
Treasurer shall supervise preparation of Accounts including balance sheet of the
Society and Organizations run by the Society and submit them for Audit.
j)
The
Treasurer shall prepare budget estimates of the Society and submit the same
along with the audited statements of the Society and affiliated Organizations
to the Board of Directors (Executive Committee) and General Body through the Secretary.
k)
The
Treasurer shall not retain with himself more than Rs.
5000/- at any time in cash for more than one week.
Article 5.3.5:
OFFICE BEARERS
They are the
responsible persons to attend to such activities of the Society with the Board
of Directors (Executive Committee) entrusts to them.
Article 5.3.6:
QUORUM
For any General Body Meeting, the quorum for the valid
transaction of any business in any general body meeting shall be one third of
the total members of the General Body as defined earlier, and who have paid
their dues as per the requirements of their category. Patron members and
members of other classes who are outside the country shall not be included in
the count for the purposes of calculating the Quorum.
If a quorum is not available, the meeting shall be
reconvened at the same time and same day of the following week and those
present at the re-convened meeting shall constitute the quorum.
Quorum: For any meeting of the Board of Directors
(Executive Committee) shall be four.
All matters in a
general body meeting shall be decided by a majority of members present and
voting by show of hands or in any other manner as may be decided by the
Chairman. In the event of a tie the
Chairman shall have a casting vote in addition to his own vote.
Article 5.3.7:
FUNDS
Funds shall be
spent only to the attainment of the objects of the Society and no portion
thereof shall be paid or transferred directly or indirectly to any of the
members through any means.
Article 5.3.8: AMENDMENTS
Any amendments to
the memorandum of the Society or these articles of Society that may be
considered desirable or necessary any be effected in the following manner.
a)
On a
proposed amendment being recommended by the Board of Directors (Executive Committee)
by at least two-third of the total numbers of members of the Board of Directors
(Executive Committee) voting in its favour.
The proposed amendment is to be passed by a two-third majority of
members present and voting in the general body not later than at the next
annual general meeting held after the proposed amendment is recommended by the
Board of Directors (Executive Committee).
b)
On a
resolution for amendment being passed by two-third majority of the members
present for voting in a general body and on such resolution being ratified by a
simple majority of the Board of Directors (Executive Committee)
However, no amendment addition or alternation to the objects of the
Society contained in clause 3 of the Memorandum of the Society shall be effected
without the prior approval of the Commissioner of Income Tax.
All funds of the
Society shall be invested in accordance with the provisions of sub-section 5 of
section 11 of the income tax Act 1961.
Article 6:
CHAPTERS
The Society shall
constitute and conduct Chapter of its members in such places or region or
states that the Board of Directors (Executive Committee) may determine
consisting of all the members of the Society residing in the local area or
region state for which the Chapter is constituted.
Article 6.1.2:
The Chapter shall
be run and shall function according with any rules or regulations that may be
framed by the Board of Directors (Executive committee) for the running
maintenance and functioning of the Chapters, either in general or for specific
Chapters.
Article 6.2:
The Chapter shall
be responsible for conducting and managing all the activities of the Society in
that local or region or state and for maintaining all the institutions and
establishments of the Society within it's local area or region or state in
accordance with the policy & guidelines laid down by the governing body and
the guidance, directions and instructions that may be given by the Board of
Directors (Executive Committee)
Article 6.3:
The Chapter
consisting of all its members shall meet at least once in a year or as
frequently as called for to discuss and decide on matters of general importance
or problems and all matters regarding functioning of the Chapter and its
institutions and establishments in that local area or region.
Article 6.4:
Each Chapter shall
elect from amongst themselves a Chapter committee consisting of not less than
four members and not more than eleven members to supervise and superintend the
functioning of the Chapter and its institutions and establishments in its local
area or state.
Article 6.5:
Each Chapter
Committee shall elect from amongst themselves one Chapter Chairman who shall be
the chief office bearer for the Chapter and who shall represent the Chapter at
all proceedings of the Society.
Article 6.6:
The Chapter
convenor shall be assisted by a Chapter Secretary and Chapter Treasurer who
shall be elected by the Chapter committee from amongst themselves.
Article 6.7:
The Chapter
committee shall meet at least once in a month to discuss and decide on all
matters relating to the Chapter and institutions in it's
local area or region or state.
a)
The
Chapter Chairmen shall be responsible for the conduct of the affairs of the
Chapter in accordance with the guidelines instructions and directions as may be
given or issued by the Board of Directors (Executive Committee) or Executive
Committee of the Society and he shall strive for the achievement of the aims
and objectives of the society.
b)
The
Chapter Chairman shall send regular reports on the functioning of the Chapter
as well as the institutions located within the local area or state of the
Chapter to the executive committee of the Society.
c)
The
Chapter Chairman shall cause to be prepared by the Chapter Treasurer the
statement of accounts of the Chapter and the institutions within the local area
of the Chapter and shall forward the same to the Board of directors (Executive
Committee), of the Society.
d)
The
Chapter Chairman shall convene or cause to be convened by the Secretary all
meetings of the Chapter and the Chapter committee.
e)
The
Chapter Chairman shall preside over all meetings of the Chapter and Chapter
committee.
f)
The
Chapter Chairman may operate the bank accounts of the Chapter jointly along
with the Chapter Treasurer.
a)
The
Chapter Secretary shall be responsible for convening all meetings of the
Chapter and the Chapter committee and for maintaining the minutes of all such
meetings.
b)
The
Chapter Secretary shall be responsible for preparing reports on the functioning
& conduct of affairs of the Chapter and institutions located within the
local area or state of the Chapters.
c)
The
Chapter Secretary shall discharge and execute all such functions and powers
that may be vested with by the Board of Directors (Executive Committee) and
also discharge all such functions as may be delegated to him by the Chapter
chairman.
d) In the absence of the Chapter Chairman or Chapter Treasurer the Chapter Secretary shall exercise the powers and discharge the functions and duties of