THE COMPANIES ACT, 2017 (Company Limited By Guarantee) ARTICLES OF ASSOCIATION OF PAKISTAN SOFTWARE HOUSES ASSOCIATION FOR IT & IT ES
Classes of Member
The membership of an Association shall be granted for a period of one year and shall expire on the 31st day of March every year irrespective of the date of grant of membership.
There shall be two classes of memberships in association –
- A member which is either a body corporate or a multinational corporation with its head office or branch office in Pakistan or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover of Rs. 50 million or above shall be called “Corporate Member”; and
- A member which is not a body corporate or a multinational or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover below Rs. 50 million shall be called “Associate Member”.
Application of Enrollment as a Member
- A sole proprietorship firm or any other company or concern shall be
- eligible for Membership of any All Pakistan Association provided that the firm or company deals in the relevant trade of that Association.
- The Membership of the Association shall be for a period of one year, renewable on furnishing proof of filing of a return of income or statement u/s 115 of the Income Tax Ordinance 2001, for the latest proceeding assessment year by the member, whether individuals, firm or company. However, the Companies/ Concerns established after 30-06-1994 shall be exempt from the aforementioned requirement for the first renewal but such renewal would not grant them the voting right. The members of Association who are exempt from payment of income tax or if their income falls below the taxable limit will be allowed to produce exemption certificate or copy of tax coupons etc in lieu of filing of return of income or statement u/s 115 of Income Tax Ordinance 2001.
- A sole proprietorship, firm or company shall be eligible for the membership provided that such a firm or company has its head office or registered office respectively in the territorial jurisdiction of the Association.
- The Executive Committee of the Association shall approve or reject any application for membership assigning reasons for rejection. In the case of acceptance, the Executive Committee may admit the member into any class of membership based on criteria which it may devise from time to time. The applicant may appeal to the General Body of the Association whose decision shall be final. In case of rejection of the application, a fresh application can be made after the expiry of one year from the date of the first application was rejected. In case of rejection of the application was membership, the admission fee and annual subscription paid by the applicant shall be refunded.
The Representative of a Member
Not more than one representative of a member shall be entitled to take part in and vote at any meeting of the Association. The representative should, however, be proprietor, Partner or Director. The names of all such representatives or members shall be entered in the Register kept for the purpose by the Association.
Rights and Duties of a Member
- The member shall have the following rights:
- To take part according to these Articles, rules and regulations in the activities of the Association;
- To have the advantage of all information permissible and available with the Association;
- To participate according to the rules and regulations of the Association in all privileges and benefits secured for the Association as a body corporate.
The members shall perform the following duties:
- To make every effort to carry out the aims and objects of the Association as laid down in the Memorandum of Association;
- To act upon and carry out all the provisions of these Articles and rules and regulations of the Association;
- To bring to the notice of the Association and the office bearers concerned any act or matter likely to cause loss to any member or members of the Association.
- To report to the Association and its office bearers any information considered necessary for promoting and/or achieving the aims and objects of the Association.
Disqualification of Member
A member shall be deemed to have been disqualified and his membership shall cease if he:-
- Fails to pay his subscription for a period of one month from the date it falls due. The Executive Committee may, in case of very special circumstances, extend the grace period for a further period not exceeding a total of 3 months from the due date.
- Is insolvent or is adjudged by a competent court of law to be of unsound mind or if he is convicted for an offence involving moral turpitude.
- Violates or contravenes any of the aims and objects of the Association;
- Is expelled by the Executive Committee from the membership rolls of the Association on charges of indulging in unethical business practices or acting in a manner prejudicial to the interest of the Association.
- The member whose ceases or wind-up the business he cannot be a member of the Association and his membership will be struck off from the date he ceases/wind-up his business.
The membership fee chargeable from each class shall be fixed by Executive Committee subject to the approval of the General Body and Regulator.
The admission fee for both classes of membership shall be Rs.5,000. The annual subscription is prescribed for the two classes of Members as follows:-
Corporate Member Rs. 30,000__________/-
Associate Member Rs 15,000__________/-
The subscription shall be paid for the full year in the year of admission if a member is admitted on or before the 30th of June in a calendar year. If the date of admission is after 30th of June, then half a year’s membership will be payable.
Funds of the Association
The funds of the Association shall comprise of Admission Fee, Annual Subscription, gifts, donations and other contributions. The Admission Fee and Annual Subscription shall be payable by the members of the Association.
Operation of Accounts
All the money of the Association shall be deposited in an approved scheduled bank. The bank account of the Association shall be operated by any two office bearers.
Organizational Set up of the Association
The Registered Office of the Association shall be located at Karachi and the Association shall have One zonal office comprising as follows:-
- Southern (representing the provinces of Sindh and Baluchistan)
- Northern (representing the provinces of Punjab, KPK and Kashmir)
Composition of the Executive Committee
- The Executive Committee shall consist of a Chairman, s Senior Vice Chairman, a Vice Chairman, and executive committee. The number of members of the executive is maximum ten and it shall be increased according to the proportionate increase in the total number of membership up to a maximum of thirty in total number.
- At least fifty per cent of the members of the executive committee shall be from corporate class.
- The electoral college of each class of members of the executive committee shall be the members of the general body from the respective class.
- The immediate past chairman shall be an ex-officio member of the executive committee without voting right.
- There shall be two seats of executive committee reserved for woman entrepreneur for which the electoral college shall be the executive body.
- If any seat reserved for any of the stipulated categories remains vacant, it shall not be filled with members from other categories.
- Provided that any seats remaining vacant in any category shall not be counted towards determination of the quorum
- That where the general body comprises at last fifty percent members from the Associate class, there shall be a rotation of the office of chairman between Associate and Corporate Members
- That where there is a rotation of the office of the chairman and as the case may be vice chairman shall not be from the same class of members.
- Provided further where there are more than one vice chairman, at last one shall be from the class of members other than the chairman
- The office bearers shall be elected by the executive committee from amongst its members
Appointment of the Election Commission
Simultaneously, with the approval of the election schedule as provided in Rule 18, the Executive Committee of the trade organization shall appoint an election commission subject to the following conditions, namely.;
- The commission comprises of three members;
- The members so appointed have submitted their consent in writing to their appointment as such;
- The members of the commission, so appointed, have not held any office of the respective trade organization for the preceding two years;
- The member of the commission shall not be entitled to become a candidate in the election he is conducting;
- The members of the commission shall be independent, impartial and non-partisan; and
- The members of the commission shall not canvass for any of the candidates or panels contesting the elections, that they are conducting.
Functions of the Election Commission
The election commission shall be in charge of all arrangements connected with the conduct of elections including but not limited to
Appointment of polling;
- Ensuring display of the tentative voters’ list by the Secretary-General for the purpose of inviting objection as provided in sub-rule (3) of Rule 18;
- Examination of and decision on the objections received on the voters’ list as provided in sub-rule (6) of Rule 18; and
- Supervision of polling process and ensuring that the polling has been I conducted in an orderly, peaceful, transparent and fair manner in accordance with the provisions of the memorandum and articles of association and instructions of the Federal Government or the Regulator in this regard; and
- Counting of votes and announcement of results.
1) The election of the trade organization shall be conducted according to the procedure laid down in the respective articles of association subject to the following:-
- The election of the members of Executive Committee and office bearers shall be held by secret ballot,
- Neither postal ballot nor proxy shall be allowed; and
- The polling shall be held simultaneously at the head office, regional offices or where the number of voters exceeds fifty at the branch offices of the trade organization:
Provided that where for want of space in the office premises it is not possible to establish the polling booths, the polling shall be held in a public space such as a community hall or hotel.
2) Within three days of the announcement of the election schedule member firms desiring to change their representative shall intimate changes regarding the name of the representative to the Secretary-General along with necessary proof of eligibility.
3) The Secretary-General of trade organization shall display within seven days of the announcement of election schedule the provisional list of all members eligible to vote along with their national tax number, sales tax registration number, if applicable, the name and national identity card number of their representative. The list shall be displayed at:
- The notice board of the head office and regional offices of the trade organization; and
- The website of the trade organization.
4) The members who have any objection to the entries in the list of voters shall send their objections in writing to the Secretary-General within seven days of the issuance of the voters’ list.
5) The Secretary-General will intimate action on the objections or changes sent by members within five days from the last day under the preceding clause.
6) any person aggrieved by the decision of the Secretary-General may make a representation, within three days to the election commission which shall decide the case within three days.
7) Within three days of the decision by the commission or if Commission fails to decide within the stipulated time provided in sub-rule (6), any person aggrieved by the decision of the commission may appeal to the Regulator who shall decide the case within 10 days and his decision in this regard shall be final.
8) Within two days of the decision of the Regulator the final voters’ list shall be:
- Displayed at the notice board of the head office and regional offices of the trade organization;
- Displayed at the website of the trade organization; and
- Submitted to the Regulator:
Provided that if no appeal has been filed to the Director-General, the final list of voters shall be displayed within fifteen days of the election commission under sub-rule (6).
9) Within four days of the display of the final list of voters, any person who is eligible to contest the election for the vacant post shall send his nomination duly proposed and seconded by a duly registered voter and signed by the candidate to the Secretary-General.
10) Within twenty-four hours of receipt of nomination papers, a copy of the final list of voters shall be provided to each contesting candidate.
11) The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within twenty-four hours of the last date of receipt of nomination papers.
12) The objections, if any, to the nomination of the candidates, can be file do the election commission within twenty-four hours of the issuance of the list of candidates, which shall be decided by the election commission within two days.
13) Within two days of the decision of the commission or in case the commission fails to decide within the stipulated time provided in sub-rule (12), any candidate aggrieved by the decision of the commission may file an appeal to the Regulator who shall decide within 7 days and his decision in this regard shall be final.
14) Within two days of the decision of the Regulator, the commission shall issue the final list of candidates.
Provided that if no appeal has been filed to the Regulator, the final list of candidates shall be issued within eleven days of the decision of the election commission under sub-rule (12).
15) Within five days of display of the final list of candidates, the polling for election of members of Executive Committee shall be held.
16) Within 2 days of the polling as provided in sub-rule (15), any person elected as a member of Executive Committee shall send his nomination for election as an office bearer duly proposed and seconded by an elected Executive Committee member and signed by the candidate to the election commission.
17) The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within 24 hours of the last date of receipt of nomination papers.
18) Within 2 days of display of the final list of candidates, the polling for election of office bearers shall be held.
19) The final result of the election of members of Executive Committee and office bearers shall be officially announced at the annual general meeting of the trade organization called for this purpose within fifteen days of the date of polling under the preceding clause but not later than:
- In the case of the Federation, the 31st of December of the year; and
- In case of all other trade organizations, the 30th of September of the year;
20) The announcement of election results in the annual general meeting in pursuance of the preceding sub-rule shall be the material dale for the purposes of paragraph (iii) of clause (f) of sub-section (2) of section 14 of the Act.
21) The final election results announced in the annual general meeting shall be:
- Displayed at the notice board of the head office and regional offices of the trade organization within two days;
- Displayed at the website of the trade organization within two days; and
- Submitted to the Regulator within 7 days.
Conduct of Elections
- The ballot papers shall have duly numbered counterfoils and the voter shall sign or affix thumb impression thereon in the presence of polling agents of the candidates and the polling officer before the issuance of ballot papers to the voter.
- It shall be the duty of the polling officer to verify the identity of the voter. The only acceptable forms of identification shall be the computerized national identity card, the original identity card issued by the trade origination, the passport and the driving license. The polling officer shall enter the number of identification document on the counterfoil,
- After Comparing the signatures and photograph with the specimen signature card the polling officer shall hand over the ballot paper to the voter.
- The ballot paper shall be signed by the Secretary-General or an officer of the trade organization duly authorized by the commission in this behalf and shall also be signed by the polling officer at the time when it is issued.
- Once the ballot paper has been issued to a voter, he shall not be allowed to leave the polling booth, without casting in the ballot box.
- Adequate arrangements shall be made to maintain the secrecy of the polls.
- The proper account shall be maintained by an officer designated by the commission in respect of ballot papers including used, unused, tendered, challenged or spoiled ballot papers.
- The challenged votes shall be kept in a separate sealed envelope duly signed and sealed by the polling officer.
- The commission or an officer designated by the commission shall decide about the challenged votes after verification of necessary information before the official announcement of the results.
- No ballot paper shall be invalid for failure to have cast all votes on all seats contested for in the said election.
- Counting of votes shall take place immediately after the polling hours under the supervision of polling officer in the presence of candidates or their polling agents, if any, at the designated sites.
- Provisional results may be declared by the commission immediately after counting of votes is completed.
- In the event of an equality of votes between two or more candidates, the result shall be decided on the basis of a draw conducted by the polling officer in the presence of candidates or their polling agents and a record of the result thereof shall be made.
- Having completed the counting and compilation of results, the record pertaining to the elections shall be sealed and signed by the commission or any officer designated by the commission and the Secretary General and shall be handed over to the Secretary-General for safe custody.
- The record of elections shall be opened for inspection upon an application made in this behalf by the candidates within seven days of the date of the polling and with the approval of the Regulator.
- The elections will be conducted strictly according to the rules as contains in the Trade Organization Rules 2013.
- If any provision of this memorandum and article of association is in conflict with the provisions made in trade organization ordinance 2007 and rule made thereunder, the latter shall prevail.
Term of the Office
The Executive Committee of the Association shall be the main governing body for the whole Association. It shall cause to be carried out and executed all policies, programs and resolutions formulated and enunciated by the General Body of the Association or by itself in accordance with the rules and regulations in force.
The tenure of members of the Executive Committee shall be two years subject to the following:
- Fifty per cent members of the Executive Committee shall retire every year;
- After the first election of the Executive Committee under the Ordinance, a draw shall be made to determine the fifty per cent members who shall retire after the expiry of the first year.
- The tenure of office bearers of the Executive committee provide is sub-rule (7) shall be one year.
- On completion of the term, the office bearers and members of Executive Committee shall not be eligible to contest election or co-option in any representative capacity in the Association for the next year.
- Provided that this sub-rule (15) shall not apply to the office bearers and members of the Executive Committee elected under the repealed Ordinance.
Filing of Returns
The accounting year of the Association will be closed on 30th June each year and its financial statements duly audited by a chartered accountant along with a list of members as on the 30th September shall be furnished by the Association to the Director, Trade Organizations, on or before the 31st of December every year.
General Body of the Association
- The General Body of the Association shall be the supreme body of the Association. It shall have overall powers and control over the whole Association.
- All representatives, members, committees and officers of the Association shall be ultimately responsible and answerable to the General Body of the Association.
- The General Body will meet twice a year but not six months apart in one calendar year.
- All appeals shall finally lie with the General Body of the Association, whose decision on all issues shall be binding at all times.
Executive Committee of the Association
- The Executive Committee of the Association shall be the main governing body for the whole Association. It shall cause to be carried out and execute all policies, programs and resolutions formulated and enunciated by the General Body of the Association or by itself, in accordance with the rules and regulations in force.
The Executive Committee of the Association shall have powers to frame rules and bye-laws for elections and also lay down the procedure for the same.
- It shall discuss, deal, negotiate, and communicate with the Government authorities and/or private individuals in all matters concerning or affecting the business of its members. It shall have powers to appoint representatives, open branches or other activities aimed at advancing the objects of the Association. It shall lie down, determine and enforce terms of the services of the staff and fix their remunerations and recruit or remove them from service in accordance with rules.
- It shall have powers to sanction expenditure, and when necessary, also collect funds for any purpose within the terms of the Memorandum and Articles of Association.
- It shall have the power to issue or cause to be issued instructions, directives and advice to members, or other officers of the Association on various matters. It shall guide and control the activities of the organization in all matters, It shall do all that may be incidental to its duties and of help on the promotion and development of the trade, and the economic progress of the country, within the purview of the Memorandum and Articles of Association.
- It shall also have the authority to frame rules and regulations subject to the approval of the general body meeting and in consonance with the Memorandum and Articles of Association. It may also add, alter, improve and repeal regulation and bylaws of the Association provided that they do not militate against the standing rules and regulations already confirmed by the general body of the Association. The Executive Committee shall retire after two years but shall continue to hold till next elections take place.
Chairman of the Association
The Chairman of the Association shall be the head of the entire organization including branches etc. The Chairman of the Association shall be an ex-officio member of the Executive Committee. He shall perform all other functions as may be incidental to his office or assigned to him by the General Body or the Executive Committee of the Association. The First Chairman shall not be removable from office for the period of two years notwithstanding any ordinary or special resolution The Chairman and Vice-Chairman shall not be from the same class of members.
Senior Vice Chairman of the Association
The Senior Vice Chairman shall assist the Chairman in the performance of his duties.
Vice Chairman of the Association
The Vice Chairman shall assist the Chairman in the performance of his duties.
- The Central Executive Committee may appoint a President of the Association on such terms and conditions and such remuneration as may be deemed fit by the Central Executive Committee. The President may be delegated such functions as the Central Executive Committee may deem fit from time to time. The President may be removed by the Central Executive Committee and shall perform duties and powers, with and under the direction of, the Chairman.
- The President of the Association shall be in charge of implementing all policy and management decisions taken by the Central Executive Committee and shall exercise supervisory authority and control over the functioning of the Association and the Secretary-General of the Association. The President shall have access to and control of all properties, documents, records and assets of the Association, subject to the control of the Central Executive Committee and the President may direct the Secretary-General as to how to deal with the same. He shall have the power to issue and respond to all correspondences whilst the Secretary-General shall maintain records and charge of all correspondence. The President shall ensure that the Secretary-General convenes meetings, issue notices and agenda and circulate minutes and reports of meetings and conferences sponsored, organized or called by the General Body or the Central Executive Committee of the Association. The President shall be the Public face of the Association and shall be responsible for all public policy, lobbying and execution of the policies, programs and decisions of the Association including liaising with any Government, authority, international body etc. He shall attend all meetings of committees, conferences sponsored or called by the general body of Central Executive Committee unless the decision for calling or constituting such meetings provides otherwise.
- All paid employees of the Association shall work under the President’s direction however, the day to day working and supervision of the employees shall vest with the Secretary-General. He may inspect other offices of the Association as and when necessary in order to ensure unified, coordinated and efficient working. Besides, he shall perform such other duties and powers as may be incidental to his office.
General Secretary of the Association
- A SECRETARY GENERAL shall be appointed through a Human Resources Committee formed under and consisting of three members of the Executive Committee and shall act in accordance with the directions of the Executive Committee of the Association and in keeping with the terms of the Memorandum and Articles of Association. The Secretary of the Association shall be in charge of the office of the Association and shall exercise supervisory authority and control over other offices of the Association. All property, documents, records and assets of the central office shall be in his charge, subject to the control of the Executive Committee. He shall have charge of all correspondence. He shall convene a meeting, issue notices and agenda and circulate minutes and reports of meetings and conferences sponsored, organized or called by the General Body or the Executive Committee of the Association. He shall execute and implement all decisions, programs and policies of the Associations. He shall attend all meetings of committees, conferences sponsored or called by the general body of Executive Committee unless the decision for calling or constituting such meetings provides otherwise.
- All paid employees of the Association shall be under him and he shall supervise and direct their working. He shall inspect other offices of the Association as and when necessary in order to ensure unified, coordinated and efficient working. Besides, he shall perform such other duties and powers as may be incidental to his office.
- To notify all members of the Association the resignation, expulsion or cessation otherwise of any person, firm or company from the membership of the Association.
- To collect all dues of the Association and grant receipt thereof.
- To keep and maintain or cause to be kept and maintained accurate accounts of the Association and of funds connected with or any way controlled by it
- To countersign all cheques issued on behalf of the Association which shall be signed by the Chairman or Vice-Chairman duly authorized by the Executive Committee.
- To incur incidental expenses on any item not exceeding two thousand rupees subject to such rules and regulations bye-law as may be framed by the Executive Committee.
- To represent the Association for all purposes whenever an action arises before any court of law any suit or proceedings instituted by or against the Association but he shall not be competent to compromise any suit or proceeding without the sanction of the Executive Committee
- Any management employees who shall report directly to the SECRETARY GENERAL alone shall be appointed jointly by the SECRETARY GENERAL and the Human Resources Committee.
- Any other staff or professional management shall be appointed through a process to be defined in the Association’s human resource policy.
- The termination of services of the SECRETARY GENERAL shall be through a resolution of the Executive Committee.
Treasurer of Association
The Treasurer of the Association shall be an elected member of the Executive Committee and shall assist the President in:
- Maintenance and audit of books of account and record of subscriptions.
- All financial transactions are undertaken by the association.
The normal business of the Association shall be carried on by the Executive Committee of the Association as decided by the majority of votes.
Proceeding of Meeting
The Chairman, if present, shall preside at all meetings of the Association and at all meetings of the Committee. In his absence, the Vice Chairman shall preside failing which members present, whether at any meeting of the Association or at any meeting of the Executive Committee, shall elect a Chairman to preside.
Vacancy of Chairman, Senior Vice Chairman and Vice-chairman
In the event of the office of the Chairman, Senior Vice Chairman or the Vice Chairman falls vacant, the vacancy shall be filled by any member elected by the Committee within one month. The Executive Committee shall meet once at least in every two months. One-third of members shall form a quorum. In the case of an equality of voters, the Chairman shall have a second or casting vote.
An Annual General Meeting shall be held once a year for the purpose of:
- Receiving Reports and Audited Accounts of the Association for the year ending the previous 30th June.
- Discussing and deciding all matters concerned with the management, business or object of the Associations.
- Appointment of Auditors and fixing their remuneration.
- Announcement of result of the election of Executive Committee and office bearers.
- Approval of budget for the next year.
Annual General Meeting shall have the power to adjourn to another date to be then fixed for the purpose of deciding such a proposition as may remain undetermined.
At an Annual General Meeting, the presence of 25% of members in person shall be necessary to form a quorum. Should such number not be present, the meeting shall be adjourned to such date as the majority of those present may fix.
The notice of the date of the adjourned meeting shall be given forthwith to all members who were sent notice of the meeting. The quorum is not necessary for the adjourned meeting.
The majority at the Annual General Meeting or at any adjourned meeting shall consist of a simple majority. In case of an equal number of votes, the Chairman shall have the second or casting vote.
The committee shall cause the date of the Annual General Meeting to be advertised at least 40 days before the date of such meeting any proposition to be laid before the meeting under this Rule must be sent to the Secretary-General 25 days before the date of the meeting.
The Committee shall send to each member paying a subscription in accordance with the Rules, at least 21 days before the Annual General Meeting, a copy of the report and audited accounts of the affairs of the Association for the year ending the previous 30th June and also agenda of the meeting. In the case of the adjourned meeting, a notice of at least 7 days will be necessary.
All resolutions shall be adopted by the simple majority vote of members present in the meeting.
Special, ordinary or extraordinary general meetings of the general body
All meetings of the general body other than the Annual General Meeting shall be called Ordinary, or Special General Meeting and shall be held at any time and at any place as the Executive Committee may deem fit and convenient for the disposal of the business of Association.
- An Ordinary, Extra-Ordinary, Special Meeting can also be held on a requisition signed by one-fifth of the total number of members of the General Body specifying clearly the business desired to be transacted.
- The General Secretary, upon receipt of such requisition made in writing by at least one fifth of the members of the General Body, shall convene an Ordinary, Special, Extra-Ordinary General Meeting and such meeting shall be called within 21 days from the date of receipt of such requisition, and a notice of such a meeting under the signature of the Secretary-General shall be circulated among the members for their information at least 14 days before the time appointed.
- Any requisition for any Ordinary, Extra-Ordinary or Special General Meeting shall express the object of the meeting and must be signed by the requisitions and should be sent to the General Secretary.
One-fourth of the members of the General Body present in person, and qualified for the time being, will form the quorum for the Annual General or Ordinary, Extra-Ordinary or Special General Meeting and no business shall be transacted at such meeting unless there be a quorum. This quorum requirement will also apply for Ordinary, Extra-Ordinary or Special Meeting of the Executive Committee.
Conduct of Business
- The Chairman of the Association shall preside over every General Meeting of the Association and in his absence, the Vice Chairman shall preside over such meeting. If the Chairman and Vice Chairman were not present at the time of holding the meeting, the members present shall elect someone from amongst themselves to act as Chairman of the meeting.
- The Chairman, with the consent of the members present, may adjourn the meeting from time to time, and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
The General Body
- In emergencies, the Chairman of the Executive Committee may call an emergent meeting of the General Body with 10 days to notice in advance.
- The quorum for such meetings shall be one-third of the General Body present.
Executive Committee Meetings
These may be called by the General Secretary at the instance of the Chairman or any two ordinary members of the Executive Committee or the General Secretary himself in consultation with the Chairman. The Executive Committee shall hold at least one meeting every two months.
Want of Quorum
The quorum of all meetings shall be as provided in Article 24. In case a meeting is adjourned for want of quorum, no quorum shall be necessary for the adjourned meeting and the members present shall transact the business.
In the event of any office bearer, or member of the Executive Committee vacating his office at any time during the year the vacant office shall be filled up by the Executive Committee within 30 days of the vacancy by co-option. Office bearers so co-opted shall be entitled to hold office till the next elections and shall belong to the same class of membership to which the outgoing office bearer belonged.
The office of a member of the Executive Committee shall be vacated if he remains absent from three consecutive meetings of the Executive Committee or for a continuous period of three months whichever is longer, without leave or, permission from the Executive Committee.
In the event of any office-bearer or member of the Executive Committee going on leave for a period exceeding three months, the Executive Committee may co-opt a substitute in his place to act for the period of the leave.
- Notice of the meeting of the Association with a statement of the business to be transacted at the meeting shall be sent to every member UNDER POSTAL CERTIFICATE as notice to or the non-receipt of notice by any member shall not invalidate the proceedings of any meeting.
- Any member present in person shall be entitled to demand a poll.
- Any member whose name is entered in the register of members of the Association shall enjoy the same rights and be subject to the same liabilities as all other members of the same class.
It shall be obligatory upon every member to notify any change of his address so that the same may be noted in the register of members. In the absence of such intimation, a notice sent to the address last noted in the register of members shall be deemed good.
At the time of the election of the Executive Committee, if any member raises a dispute or challenges the election of any other member the Chairman of the meeting shall decide the matter there and then at the time of the election of the Executive Committee. If it is still found that two or more members have secured an equal number of votes, the Chairman of the meeting shall draw lots in respect of all such members and such of them has come first in the lots to make up the number required shall be deemed as elected.
Amendment to Resolutions
The Executive Committee shall keep or cause to be kept records and proper books of accounts in which shall enter full, true and complete accounts of the affairs and transactions of the Association which will include inter alia the following:
- Minute Books for the meeting of the general body;
- Minute Books for the meeting of the Central Executive Committee and other committees.
- Register of members correctly showing their addresses (including names of their representatives).
- A register of members of the Executive Committee from time to time showing the names, addresses and occupation of members.
- True account shall be kept of sums of money received and spent by the Association and the matter in respect of which such receipts and expenditures take place, and the property credits and liabilities of the Association, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association of the time being, shall be open to inspection of the members. Once at least in every year, the accounts of the Association shall be examined and the correctness of the Balance Sheet ascertained by a qualified Auditor.
Books and Inspection
The Account books and other documents shall be kept at the headquarters of the Association and shall be open to inspection by members of the Executive Committee and members of the Association, at such time or times during the day and to such extent as the Association in General Meeting may from time to time determine. The Executive Committee and the Chairman shall, in respect of Executive Committee, have the right to refuse inspections of any documents which at the time, in its/his opinion, is likely to prejudice the interests of the Association. Reasons for such refusal shall be given in writing and the aggrieved party may appeal to the General Body concerned on the subject and decision of that body shall be final.
Management of Property
All the property of the Association whether belonging to it or held by it in trust, shall unless otherwise provided by any instrument of trust vest in the Association and in case of any Bill, Note, negotiable Instrument of whatsoever nature, Agreement Bond, Indemnity Debentures and generally any other deed or document of whatsoever nature, the same shall be deemed to have been duly executed, accepted admitted, endorsed and completed on behalf of the Association if signed by the Chairman and General Secretary or in their absence by any two or more members appointed for the purpose by the Executive Committee.
Seal of the Association
The Association shall have a common seal, which shall not be affixed to any instrument or document, except by the authority of a resolution of the Executive committee and in the presence of at least one member of the Association is so affixed in their presence.
The Association shall within one year from the date of grant of License create and maintain a website which shall include all relevant information regarding the Association.
- An up-to-date list of office bearers with contact details, Executive Committee members, management and members of the General Body;
- Memorandum and articles of association as well as bye-laws, if any;
- Plan of activities and statement of vision;
- Schedule of Executive Committee meetings and minutes of such meetings; and
- Schedule of elections, voters’ list and election results during the election period as provided in The Rules of the Trade Organizations Rules, 2013 clause (b) of sub-rule (2) of rule 14 and clause (b) of sub-rule (3), clause (b) of sub-rule (8) and clause (b) of sub-rule (21) of rule 18.
The Executive Committee shall, at the end of its term of the office, prepare and/ or publish under the signature of the Secretary-General a report of the work done and the progress made by the Association during the Executive Committee’s tenure of office. The report shall be placed before the Annual General Meeting for consideration and adoption and shall be published if so resolved by the Executive Committee for the general information of members and the public in which case copies thereof shall be supplied to members gratis or on payment of such sum as the committee may fix.
Every member, agent, auditor, General Secretary and another officer for the time being of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in relation to the Association in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 370 of the Ordinance in which relief is granted to him by the court.
Plan of Activities and Performance Review
- Every Association shall prepare a three-year plan of activities which shall be approved by the Executive Committee following distribution amongst its members and over among other matters the proposed future activities, finances and outcome of such activities intended by the Association during the said three year period.
- Each Association shall internally conduct an annual performance review and have such performance review audited by external auditors based upon an inspection of all records of the Association to include but not be limited to minutes of meetings and the Association’s plan of activities.
Notwithstanding the requirements under the Companies Act, 2017 (XIX of 2017), the Association shall annually submit by 31st December, to the Director-General:
- Annual financial statements as approved by the Executive Committee and prepared by auditors;
- Plan of activities for the next year.
- A soft and hard copy of the list of members as on November 30th.
The Association may exercise all the powers to borrow money and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures debenture stock and other securities, whether outright or as security for any debt, liability or obligation.
- The Central Executive Committee will elect a panel of arbitrators every year so that members may refer any dispute between themselves or any dispute arising between a member and an outsider.
- Any and every dispute, difference or question which may at any time arise between the members, the members and the Association, the members and the Executive Committee, the members and the Chairman, the members of the Executive Committee, the members and any outsider/another person,
- Claiming under these Articles, touching or arising out in respect of this functioning of the Association or the subject matter thereof including but not limited to its breach, termination or invalidity thereof shall first be attempted by the parties to such a dispute to be settled amicably by using their best efforts. In case the dispute cannot be settled amicably or satisfactorily by correspondence or by mutual discussion within thirty (30) days after receipt by one party of the other party’s request for an amicable settlement, it shall be referred to Mediation before a CEDR accredited Advanced Mediator. In case the Mediation fails the dispute may be referred to Arbitration. The Arbitration proceedings shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules and the decision of the Arbitrators shall be final and binding. No Arbitrator(s) shall be a retired Judge of any Court. The Pakistani Courts will continue to have supervisory jurisdiction in accordance with the Arbitration Act, 1940 or any amendment or re-enactment thereof. The Arbitrators shall hear each dispute submitted by a party for arbitration. Arbitration proceedings shall be held at Karachi and arbitration award shall be final and binding on the parties.
- Power and authority of the Association and its Executive Committee shall be as set out in the Articles and shall be exercisable only in terms of the memorandum of Association and shall be limited and restricted accordingly.
- The provision of Table A in the first schedule of the Companies Act, 2017 shall be deemed to have been contained herein and shall apply where provisions identical with or to the same effects as the aforesaid regulations are not contained herein, in so far as they are applicable and are not inconsistent with the express provisions contained herein.
- Amendments to these Articles having the approval of three-fourths of the General Body shall be made with the prior approval of the Federal Government in the public interest. We, the persons whose names and addresses are hereunder subscribed, are desirous of being formed into a company in pursuance of this Articles of Association.
Every officer, servant, accountant or other person employed in the business of the Company shall observe a strict secrecy, respecting all transactions of the Company with the customers and the state of accounts with individuals and matters relating thereto and shall not reveal any of the matters which come to his knowledge in the discharge of his duties except when required to do so by any legally competent authority, quasi-judicial or judicial order and except, so far as may be necessary in order to Association with any of the provisions in these presents contained. Moreover, all members, office bearers and members of the Executive Committee shall communicate in confidence and maintain the confidentiality of their transactions and communications as privileged communication between the members, office bearers and the Executive Committee of the Association. That it shall be the duty of the office bearers and the members of the Executive Committee to maintain a private mailing list for dissemination of information about the Association and information regarding IT and IT-enabled services and matters incidental and related thereto and all such information shall be privileged and confidential between the Association, its office bearers, the Executive Committee, its members and recipients. The Executive Committee or the Chairman may, if deemed fit, disseminate such information as non-confidential and not privileged by stating in such communication that the information is non-confidential and not privileged.