Memorandum Of Association Deed Format

Memorandum Of Association

Memorandum Of Association Deed Format

1. The name of the society is …………

2. The registered office of the society will be situated at No. ………… for the time being. The said office may be removed to such other place or places as the Council of Promoters shall think fit and proper from time to time. It may open and close any branch office or offices at any other place or places as it may decide from time to time.

3. The objects for which the society is established are:

           (i)  To preach the Message of Jesus Christ, to hold meetings, Crusades and Campaigns, to pioneer and support Gospel work in Virgin Areas, to print and publish religious literature such as tracts, magazines, pamphlets, books and booklets.

          (ii)  To train workers for Gospel outreach, to support Christian workers, for the propagation of the Gospel.

         (iii)  To co-operate with Christian Organisations or Associations in India and abroad to work within the scope of the ‘India Evangelistic Crusade’.

         (iv)  To help local churches in the construction of Church and to administer the same and to establish community halls and support social work through schools and orphanages and to provide for stipends, scholarships, prizes, library, reading-room, lectures etc., and to provide and give medical relief and monetary help and shelter to poor and deserving children. To administer any trust or endowment.

          (v)  The receive any sum or sums of money as gifts or donations in cash or kind or subscriptions given to or acquired by any other means by the Crusade and to spend in fulfilment of all or any of the objects of the Crusade.

         (vi)  To purchase or to acquire on lease or in exchange or hire or to acquire by gift or otherwise and to hold and deal in whenever necessary in movable and immovable property or any right or privilege that may be deemed necessary for the promotion and advancement of the objects of the Crusade or any of them and to enter into any contract or contracts and to execute such conveyance or conveyances as may be necessary or required.

        (vii) To borrow or raise money whenever necessary for some urgent and important work of the Crusade or for its maintenance and uplift or for any other religious or charitable purpose by the issue of or upon Bond, Promissory Notes, Debentures or other securities or by mortgaging the property of the Crusade, or to meet other obligations as may be determined by the Crusade from time to time. The value of such loan shall in no case exceed half of the total value of the properties.

       (viii) To do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them.

4. If upon the dissolution or winding-up of the society there remains after satisfaction of all debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the society but shall be given or transferred to some other institution or institutions having objects similar to those of the society to be determined by the votes of three-fourths of the members of the society for the time being present personally at the time of dissolution or in default thereof, by the court having jurisdiction in the matter.

5. No portion of the income and property of the society shall be paid, applied or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit to any member of the society or any person claiming through any of the members provided that nothing hereto contained shall prevent the payment in good faith of remuneration or reward to any officer, employee or servant of the society or any member of the society or other persons in return for any service actually rendered to the society.

6. The management and control of the affairs of the society and/or of the branches of the society shall be carried on in accordance with the Articles of Association of the society and/or the rules and bye-laws and regulations framed by the Council of promoters for the said purpose.

7. The names and addresses of members and office-bearers of the First Council of Promoters are:

Council of Promoters

1.                                               ……… President

2.                                               ……… Secretary-cum-Treasurer

3.                                               ……… Member

4.                                               ……… Member

5.                                               ……… Member

6.                                               ……… Member

7.                                               ……… Member

8. We the several persons whose names and addresses are subscribed hereto are desirous of being formed into a society in pursuance of this Memorandum of Association and under the provisions of the West Bengal Societies Registration Act 1961 (Act XXVI of 1961).

Names and AddressesOccupationSignatureWitness
…………………………   …………………………………………………………………………………………………………………………………………………………………………… …………… …………… …………… …………… …………… ………………………… …………… …………… …………… …………… …………… ………………………… …………… …………… …………… …………… …………… ……………

Dated the 22nd day of October 1983

Rules and Regulations

(Registered under the West Bengal Societies Registration Act 1961)

1. Interpretation. In these Rules and Regulations unless there be anything in the subject or context inconsistent therewith:

         (a)  The Society means …………………

          (b)  The Members means the members of the society for the time being.

          (c)  The President and Secretary-cum-Treasurer mean those respective office-bearers for the time being of the society.

          (d)  The Annual General Meeting and a Special General Meeting mean such general meetings of the society as are convened and held only under the rules of the society in force.

          (e)  The Meeting means all meetings other than Annual and Special General Meetings of the society.

          (f)  A Resolution means a Resolution of the Society duly passed and adopted.

          (g)  The Seal means the seal of the society.

          (h)  Year means the official year of the society as may be determined by the Council of Promoters from time to time.

           (i)  Life Members and Ordinary Members means the life members and ordinary members respectively of the society.

2. Membership. All persons who belong to the Christian community and profess Christian religion and who have attained 21 years of age and have subscribed to the aims and objects of the society subject to the approval of the Council of Promoters will be entitled to be its Ordinary Members and Associate Members on payment of their subscriptions as hereinafter provided. The decisions of the Council of Promoters in this regard shall be final and binding.

3. Clauses of Membership and Fees: (i) Ordinary Members.  Those members as aforesaid who shall pay an yearly subscription of Rs. 10 per year shall be admitted as an ordinary member of the society subject to the approval of the Council of Promoters.

(ii) Associate Members.  Those members as aforesaid who shall pay an yearly subscription of Rs. 5 will be Associate Members of the Society subject to the approval of the Council of Promoters.

Explanation. (a) Those persons, who have paid till the date of registration of the society the respective membership fees applicable to the respective clauses, shall be deemed to have been admitted to the respective clauses, and shall be deemed to be the Founder Members.

(b) Any ordinary member, whose subscription has remained in arrears before the holding of the Annual General Meeting or Extraordinary General Meeting shall not be entitled to exercise the voting rights at the Annual General Meeting or the Extraordinary General Meeting, as the case may be.

4. Patrons.  The Council of Promoters may, according to such terms and conditions as it shall decide from time to time, admit as PATRONS those persons who are likely to help in furthering the objects and cause of the society either through their professional knowledge and experience and/or through financial assistance.

5. Register of Members.  The society shall maintain at its registered office a register of its members and shall enter therein, within 15 days after the admission of a member or the cessation of his membership as the case may be, the following particulars:

          (a)  The name and address of the member.

          (b)  The date on which the member was admitted.

          (c)  The date on which a member ceased to be such member.

6. Rights of Members.  (a) Each Ordinary Member shall have one vote at every meeting.

(b) All Ordinary and Associate Members of the society shall be entitled to participate in the meetings and religious functions and gatherings of the society and after the expiry of one month of his or her/their membership elect or be elected to its Council of Promoters.

(c) All the Ordinary Members shall have right to inspect the books of account, book containing minutes of proceedings of general meetings and register of members of the society on any working day during business hours by giving reasonable notice.

(d) All the members—Ordinary and Associate—of the society shall be bound by the Rules and Regulations and/or bye-laws which may be framed from time to time.

7.  Council of Promoters. (a) The members of the First Council of Promoters of the society shall hold the offices for a period of five years, after the expiry of which the Council of Promoters shall be composed and constituted from among the members of the society as follows:

(i)(a)  Seven members to be elected at every Annual General Meeting.

   (b)  Two members to be co-opted by the members as in (a) above.

(ii)    The Council of Promoters thus composed and constituted shall from amongst themselves elect the following office bearers:

“President” and “Secretary-cum-Treasurer”.

8.  A member or an office-bearer of the Council of Promoters may resign by making a request addressed to the President or the Secretary-cum-Treasurer of the Council of Promoters in that respect in writing before the expiry of his term.

9.  A member who is an undischarged insolvent or who has been convicted of any offence in connection with the formation, management or of the affairs of the society or of any offence involving moral turpitude shall not be entitled to be a member or office-bearer of the Council of Promoters.

10. In case of any vacancy in the Council of Promoters, including the office-bearer, caused by the removal of disqualification under these rules or by death or by resignation of any member or office-bearer during his term as a member or office-bearer another member or office-bearer during his term as a member or office-bearer may be appointed in his place and stead by the remaining members and the office-bearers of the Council of Promoters and such appointed member or office-bearer shall hold the office only for the unexpired portion of the said member’s or office-bearer’s term.

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11.Members of the Council of Promoters shall be eligible for re-election.

12.Proceedings of the Council of Promoters.  The Council of Promoters shall meet at least twice in a year. Other meetings may be held either upon the advice of the President, or request of at least three members of the Council of Promoters.

13.(a) The quorum for the meeting of the Council of Promoters shall be three members present in person.

(b) If within half an hour of the time appointed for a meeting a quorum is not constituted, the meeting shall stand adjourned for one hour at the same time and place, and if at the meeting a quorum be not constituted within half an hour of the time appointed for the meeting, the members present shall constitute the quorum.

(c) The absence, without leave of any member of the Council of Promoters for 3 (three) consecutive meetings and/or for a continuous period of 6 months whichever is more, shall entitle the Council of Promoters to remove such member from the Council of Promoters.

(d) The Council of Promoters may pass a resolution by circulation. Such resolution passed whether by majority or unanimously by circulation amongst the members of the Council of Promoters shall be equally valid and shall be construed as if passed at a meeting duly called and convened for the purpose and such resolution shall be entered by the Secretary-cum-Treasurer in the minute-books of the meetings of the Council of Promoters.

14. The Council of Promoters shall be empowered with any, every and all functions pertaining to the administration, control and management of the society and will decide on all questions and more particularly the Council of Promoters acting collectively shall have power to:

          (a) Represent the society.

          (b) Acquire and transfer property, movable, immovable or both, assume obligations and conclude agreements of any nature.

          (c) Appoint the personnel of the society, determine their remuneration, salaries and other service conditions and also to terminate their services, dismissal or otherwise and take disciplinary action as necessary.

          (d) Open and operate bank accounts, deposit, withdraw or invest funds, issue, accept, sign, endorse and deliver cheques, drafts, letters of credit and in general any other negotiable instruments. Such banking account or accounts as and when opened shall be operated jointly by the President and Secretary-cum-Treasurer.

          (e) Determine and incur expenses in general and administer the finances of the society and to raise, receive and accept funds, subscriptions, donations and money and all kinds of gifts and charities.

          (f) Decide on the establishment of branch offices of the society.

          (g) Exercise control over the books and funds of the society, prepare and submit to the General Meeting the annual report, the balance-sheet, income and expenditure account of the society.

          (h) Frame bye-laws relating to the internal administration of the society.

           (i) Decide on any, every and all matters pertaining to or in connection with the administration of the society and the successful pursuance of aims and objects.

           (j) To make arrangements or appointments of the council or such other bodies for organising and publishing regular bulletins, journals or other publications and to hold and organise classes, lectures, meetings etc., under the direct supervision and guidance of the Council of Promoters.

15.The President shall preside over and direct the meetings of the Council of Promoters. But if at any meeting the President be not available to preside within 30 minutes of the time fixed for the meeting, the members of the Council of Promoters present shall elect one of them as Chairman of the meeting.

16.The Secretary-cum-Treasurer shall be the Executive Officer of the Council of Promoters. He or she shall carry on the administrative work of the society, receive all letters and documents addressed to the society, prepare correspondence, keep all books and records of the society.

17.The Secretary-cum-Treasurer shall collect all dues to the society and effect all its payments, keep appropriate records and books and help the Council of Promoters in financial administration of the society.

18. Delegation of Authorities. The Council of Promoters may delegate any of its powers and authorities referred to in rules to a sub-committee of two or more persons appointed from amongst the members of the society, if necessary. In each of such sub-committees, the President and the Secretary of the Council of Promoters shall always remain ex officio members.

19. General Meetings. The general body of the members shall be the supreme authority of the society in respect of all its activities and more particularly to decide on:

          (a)  Amendments and/or additions to the memorandum of society and these rules.

          (b)  Election of not more than seven members of the Council of Promoters every year after the expiry of the period of the First Council of Promoters and appointment of auditors and fix up their remuneration.

          (c)  Approval with or without amendments of the annual report, the Annual Balance-sheet and the Income and Expenditure Account.

          (d)  Collaboration or amalgamation of the society with any other society or fund pursuing similar objects.

          (e)  Dissolution of the society and disposal of fund upon dissolution as hereinbefore mentioned.

20.The Annual General Meeting shall be convened by the Council of Promoters regularly once a year within the three months following the end of the society’s accounting year provided that for any reason if it be not practicable to convene the Annual General Meeting within the aforesaid period, the Council of Promoters shall have power to extend the date of such Annual General Meeting for a further period not exceeding three months and it will not continue to act during this period but not more than 15 months shall elapse between the two Annual General Meetings.

21.The Council of Promoters may, whenever it deems necessary call an Extraordinary General Meeting.

22. The notice for the General Meeting shall be delivered personally or sent by post to the members of the society at least 10 days prior to the date of the meeting and at least five days in the case of an adjourned meeting. The notice must indicate the place, date and hour hereof, as well as the items of agenda.

23.The General Meeting whether Annual or Extraordinary shall not discuss or decide on any matter which are not included in the agenda, save and except with the permission of the President.

24. The quorum for the General Meeting shall be one-fifth of the membership strength or 20 whichever is less. In the event such quorum is not present within half an hour of the time appointed for the meeting the General Meeting shall stand adjourned for one hour at the same place and at such adjourned meeting the members present shall constitute a quorum.

25.The decision of the General Meeting including the election of the members of the Council of Promoters shall be taken by show of hands or secret ballot as the President may desire by majority of the votes of the members present.

26.The General Meeting shall be presided over by the President and in his absence the members present shall elect from amongst themselves a President of the Council of Promoters for the meeting. The decision of the General Meeting shall be recorded in minutes, entered into a special book maintained for the purpose, duly signed by the President of the meeting.

27. President. (i) The President shall guide and supervise the various activities of the society. He shall preside over the Council of Promoters and at the Annual General and other General Meetings. He shall be the Head of the society. The ruling of the President at the Council of Promoters shall be final and binding on all questions raised.

(ii) The President in case of emergency may exercise all the powers and perform all the functions required to be exercised and performed under the Rules and Regulations by the Managing Committee provided always that all the actions taken by the President shall be placed before the Council of Promoters in the next meeting immediately failing the exercise of such powers and functions by the President.

(iii) The President in case of emergency if he thinks fit may also dissolve the Council of Promoters and appoint an ad hoc Council of Promoters provided, however, that the Council of Promoters appointed by the President under this sub-rule shall function only until the new Council of Promoters is elected at the next Annual General Meeting immediately failing the appointment of such ad hoc Council of Promoters.

28. Secretary-cum-Treasurer. The Secretary-cum-Treasurer shall be in charge of all executive work of the society. He shall keep records of the affairs of the society and issue calls for various meetings. He will not act under the guidance, supervision and advice from the President and the Council of Promoters.

29. Audit. At each Annual General Meeting a qualified Auditor/Auditors as provided in Explanation to s. 15(2) of the West Bengal Societies Registration Act 1961, shall be appointed. The Auditor shall submit a report on the income and expenditure, account and balance-sheet of the society presented by the Council of Promoters. The minutes of the meeting of the Council of Promoters and of the General Meeting, books of accounts, the correspondence and in general, all records of the society as well as any date required for the carrying on of the audit shall, upon a requisition by the auditors, be submitted to them.

30. Casting Vote. In all matters to be decided by a simple majority in General Meetings, casting vote of the President shall prevail in case of equality of votes.

31. Financial Year. The financial year of the Society shall commence on the 1st day of January and end with the 31st day of December according to English calendar year.

32. Investments. The funds of the society, besides being invested in the investment authorised by law for the time being in force relating to the investment of the trust funds may also be invested in fixed deposit account with a scheduled bank or banks as may from time to time be directed by the Council of Promoters.

33.The name of a member of the society whose fees shall be in arrears may be removed from the register of members of the society on three months’ notice to such member unless in the meantime such arrears are paid. Any member, whose name has been so removed from the register of members, shall not be eligible for readmission as a member unless he pays all arrears for which his name has been so removed from the register of members.

34. Any member may resign his membership by serving a written notice to that effect on the Secretary, but any dues payable by the member to the society on the date of resignation shall be payable by him.

35. Suits and Proceedings. The society may sue or be sued in the name of its secretary.

36. Indemnity.  Every member of the Council of Promoters or any sub-committee, auditor, and other officer or servant of the society shall be indemnified against all liabilities arising out of acts and things done by him in performance of the duties entrusted, by way of damages otherwise, and all losses, costs, charges and expenses which he may incur or become liable by reason of any contract entered into or any act or deed done by him as such member, auditor, officer or servant in any way or about the discharge of his duties.

Certified to be a true copy of the Rules and Regulations of ………………

1.  ……………………………………….       President

2.  ……………………………………….       Secretary-cum-Treasurer

3.  ……………………………………….       Member

                                                          Council of Promoters

                                                          Date ………………

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