Amended as per Trade Organisation Ordinance 2007 dated 5th
June. 2007
and Ministry of Commerce SRO No: (1)/2007 dated 7th June.
2007)
PREAMBLE
We
representative of the various Air Cargo Agencies in Pakistan in order to
foster
the spirit of brotherhood, not only among ourselves but also among us and the
Government have associated ourselves together in order to form an association to
elevate the stature of air cargo fraternity, provide professionals with a
collective voice and nurture talents and creativity.
NAME AND REGISTERED OFFICE
1. The name of the association shall be Air Cargo
Agents Association of Pakistan.
2. The Registered Office of Association, which shall
also be the Head Office, will be situated in Karachi, province of Sindh.
3. The area of operation of the association, extends
to the whole of Pakistan and the association is being formed on all Pakistan
basis.
4. The objects for which the association is established
are:
REVISED AND NEW
(a) To encourage
friendly feeling and unanimity amongst Air cargo agents on all subjects
connected with common good.
(b) To secure good
relations between members of the association.
(c) To establish a
better understanding and appreciation on the part of the business and financial
world as a whole of the usefulness and proper scope of Air cargo agents in
modern business, and a full realisation of the proper and necessary functions of
the Air cargo agency and of .its beneficial relations with airlines and related
government and other departments.
(d) To upgrade
standards, ethics and practice of air cargo industry and thus bring about a more
meaningful contribution from Air cargo fraternity and other related activities
to socio-economic developments.
(f) To promote healthy
competitions through Air cargo trading and protect the art and trade of Air
cargo trade and sale promotion from unethical practices and to discourage
monopolies of those agencies or foreign agencies direct or through their
Pakistani co-optees associates as member of their global systems on any equity
basis.
(g) To arrange and
encourage the training of technical personals, when practicable in the interest
of Air Cargo Industry
(h) To conduct surveys
and research and to arrange exhibitions, workshops, discussions, seminars and
congresses for the development of Air cargo industry and to develop
understanding and ethical practice and to aid in bringing the operation of all
members to such accepted standards as may be laid down.
(i) To promote the
legitimate interest of its members by lawful means and initiate or support any
action for securing the redress of legitimate grievances connected legitimate
grievances connected with business of its members.
(j) To take any action
which may be conducive to the extension of the trade of its members or
incidental to attainment of this objective and to do all such things as are
incidental or conducive to the attainment of the mentioned objects or any of
them.
(k) To ensure good
relationship among members of this association and for that purpose to
establish, form, setup conciliation or arbitration committees to resolve dispute
and differences arising among them on their specific request and mutual consent.
(I) To establish or
aid in the establishment of funds to benefit employees of the association or
their dependents to grant medical facilities, education expenses, loans on easy
term and to subscribe, donate or guarantee money for charitable or benevolent
purposes at the discretion of association.
(m) To survey and review
all matters in any way affecting the business and profession of Air cargo
industry and of all development thereof and to decide upon, initiate and support
proper methods to deal with any contingency affecting the said business or
profession and to discuss, promote or oppose legislative and other measures that
seem to be connected with or to have bearing on Air cargo business and to take
all steps, to represent to the government and other bodies the grievances for
obtaining their removal.
i) To represent and
cooperate with other individuals, Government Bodies, Semi Government Bodies,
Chambers of Commerce and Industry, any other such body/bodies and subscribe to
become of and to cooperate with any other association whether incorporated or
not whose objects are altogether or in part similar to those of this association
and to procure from or to communicate to any individual or association such
information as may be likely to further the objectives of the association and to
deal with the Government authority.
ii) To help the
government in highlighting critical national issues in their right perspective,
to play significant role in developing policy framework for business environment
and economic growth and to help the nation in presenting its real soft face to
the outside world. By holding national as well as international conference,
seminars to unify Pakistan on global level.
iii) To publish
journals, periodicals and other publications in furtherance of objects of the
association and for the benefit of its members, and to collect and disseminate
information and ideas affecting cargo agencies.
iv) To collect
subscription and other payments from members and to borrow or raise money
required for the purposes of the association upon such terms and in such manner
and upon such securities as may be determined, and generally to obtain money for
the objects of the association in any law-full manner and to invest, apply or
deal with the same in such manner as may be considered most desirable for giving
effect to such objects.
v) To accept any
bequest, gift, donation, whatsoever (whether of money or of property of any
description) and to apply the same or its sale proceeds or realization thereof
for the purposes of the association or to invest the same or such proceeds and
apply the income arising there from for any of the purposes of the association.
vi) To acquire by gift
or donation and to purchase take on lease or otherwise land and other property
movable and immovable which the association for the purposes thereof may from
time to time think proper to acquire.
vii) To sell, approve,
manager, develop, exchange, lease or let, sublease, sublet, mortgage, dispose of
or otherwise deal with all or any part of the property of the Association.
viii) To construct upon
any premises acquired for the purposes of the Association and to alter, add to
or remove any building or buildings.
ix) To undertake and
develop specific projects, designed to advance the standard and practice of
cargo agencies.
x) To foster
self-regulation.
xi) To do all such
other things as are incidental or conducive to the attainment of all or any of
the objects.
xii) The objects
setforth in any subclause of this clause shall not, except when the context
expressly so requires, be in any way limited or restricted by reference to or
inference from the terms of anyother subclause or by the name of association.
5. Assets & Liabilities
The Income and Property of the Association would
be applied entirely towards the promotion of the objectives of the Association
as setforth; no portion thereof shall be paid as bonus and dividend to the
members; provided all payments made in good faith in respect of remuneration of
office and servant of the Association and all legitimate expenses incurred by
the association will be allowed. It would also be permissible to the Association
to make payments of interest on sums borrowed by the association from any
members of the association or form anyother person.
Provided further except for the membership and
Office Bearers provide under the ordinance or prescribed rules there shall not
be any other position by any nomenclature in the association.
No remuneration shall be given to any members out
of the funds of the association, except repayment and interest on money lent or
rent of premises demised to the association.
6. Privileges and Obligations
Association shall be a body corporate with
perpetual succession and a common seal and may sue and be sued in its own name
and, subject to and for the purpose of ordinance may enter into contracts and
may acquire, purchase, take hold and enjoy movable and immovable property of
every description and may convey, assign, surrender, yield up, change, mortgage,
re-assign, transfer or otherwise dispose off or deal with any movable or
immovable property or any interest vested in it, upon such terms as it deems
fit.
7. Condition of Licence
The fifth, sixth and ninth paragraph of this
Memorandum of Association, and clause six of Trade Organisation Rules 2007
notified vide SRO No: (1)/2007, dated 7th June, 2007 contain condition on which
a licence is granted by the Federal government to this association.
8. No alterations or additions shall be made in the
Memorandum of Association and Articles of Association shall be made except by
2/3rd majority of those present at an extra ordinary General Meeting specially
called for the purpose and such additions or alterations shall not come into
force without the prior approval/sanction of Ministry of Commerce, Government of
Pakistan and Securities & Exchange Commission of Pakistan.
9. Memorandum and Articles of Association, including
but not limited to the organizational structure, and any bye-law of association
shall be within the provisions of the Rules notified by Ministry of Commerce and
Trade Ordinance, 2007.
10. The liability of the members shall be limited to
their membership subscription.
DISPOSAL OF ASSETS
11. The provisions of the companies' ordinance, 1984
shall apply in the event of winding up of association. Every present and past
member shall subject to the provision of companies ordinance, be liable to
contribute to the assets of the association to an amount sufficient for payments
of its debts and liabilities and the costs, charges and expenses of the winding
up and for the adjustment of rights of the contributories among themselves with
the qualifications envisaged in companies ordinance.
WINDING UP
12. If upon winding up or dissolution of the Association
there remains after the satisfaction of all its debts and liabilities any
property whatsoever, the same shall not be paid to or distributed among the
members of the association but shall be given or transferred to some other
institution having objects similar to the objects of the association at or
before the time of dissolution or winding up.
We the several persons whose names and addresses
are subscribed below are desirous of being formed into an Association in
pursuance of this Memorandum of Association, We confirm having read and
understood the Trade Organisation Ordinance, 2006 and rules made there under and
declare being bound by the and subject to the same in respect of this proposed
trade organisation.
ARTICLES OF ASSOCIATION OF AIR CARGO AGENTS ASSOCIATION
OF PAKISTAN
Amended as per Trade Organisation Ordinance No: XXXI of 2007
Dated 5th June, 2007 and Ministry of Commerce,
Government of Pakistan SRO No: (I)/2007 dated 7th June, 2007
INTERPRETATION
1. In these articles, unless there may be something in
the subject or context inconsistent herewith.
(a) "Ordinance" means the
Companies Ordinance 1984, being Ordinance No: XLVII of 1984 or anyother
statutory enactment for the time being in force in place of the said by any
statutory enactment for the time being inforce.
(b) "Articles" means these
articles of Association originally framed or as altered within the provisions of
SRO(I)/2007 of 7th June, 2007, the companies ordinance 1984 and the public
notices issued by the Ministry of Commerce from time to time.
(c) "Association" means "Air Cargo
Agents Association of Pakistan with membership on all Pakistan basis.
(d) "Chairman" means Chairman of
the Association.
(e) "Office Bearers" means
Chairman, Vice Chairman and members of Executive Committee.
(f) "Executive 'Committee" means
the Executive Committee of the Association in office, exercising powers and
functions of the Board of Directors under the companies ordinance 1984.
(g) "Zonal Committee" means the
Committee setup in the zones under these articles.
(h) "Head Office" means Registered
Office of the Association which shall be at Karachi, province of Sindh.
(i) "Regional Office" means
Regional Offices/Zonal Offices located in "Southern Zone", means the province of
Sindh and Baluchistan and "Northern Zone" means the province of Punjab,
Northwest Frontier Province and Islamabad Capital territory into which the
Association's area of operation may be divided.
(j) "Regulation" means a
Regulation of these articles.
(k) "Secretary General" means an
individual professional full time employee of the Trade Organisation (Air Cargo
Agents Association of Pakistan).
(I) "Register" means the Register
of the members for the Association required to be kept under section 147 of the
ordinance.
(m) "Seal" means the common seal of
the Association for the time being in use.
(n) If and when the context so
requires, words importing singular number only, shall include plural number and
vice versa and words importing masculine gender shall include feminine gender
and vice versa.
(o) "Year" means a financial year
commencing on the first day of July and ending with the thirtieth day of June.
(p) These articles shall be
interpreted as being supplemental to the Memorandum of Association and be
deemed contemporaneous with it.
2. MEMBERSHIP
The subscribers of the Memorandum of Association and
person admitted to membership in accordance with these articles shall be member
of the Association. (The word "persons" shall include Sole Proprietorship or a
Partnership or Company, provided that intending member must hold National Tax
Number, Computerized National Identity Card (CNIC) and sales Tax Registration if
applicable. These shall be two clauses of Membership:
(a) MEMBERS:
"Member" means a firm and
includes a body corporate and association of persons 'a company or Multinational
Corporation engaged and carrying on the full fledged Air cargo business in
Pakistan on ethical line and fits within the defined business scope or area of
jurisdiction of Air Cargo Agents Association of Pakistan as provided in the
Memorandum & Articles of Association. The members enrolled will be called
Corporate Member, having annual turnover of Rs. 50 million or above.
(b) ASSOCIATE MEMBERS:
A sole Proprietorship/firm or
anyother company or a concern, and an organisation which is not a body corporate
or a multinational carrying on following types of business shall be eligible for
Associate Membership and on enrollment shall be called "Associate Member, having
annual turnover of Rs. 50 million or above.
3. QUALIFICATION FOR MEMBERSHIP:
(a) CORPORATE MEMBER
Every applicant for
membership shall be an cargo agency proposed by one and seconded by another
existing member of the same category in writing. Prescribed application for
membership shall contain facts and evidence showing that the prospective
member/candidate is duly appointed Air cargo agent of at least 5 (five) active
Shippers and is fully equipped to run the trade as cargo agency in an efficient
manner have a proven business turn over of Rs. 50 Million, have minimum three
professional personnel, one of the owner should have 5 years professional
experience.
THE MEMBER HAS TO BE AN 1ATA
AIR CARGO AGENT.
(b) A member of a trade
organization which is not a body corporate or a multinational or a
sales-tax-registered manufacturing concern or a sales-tax-registered business
concern having annual turn-over of Rs. 50 million or above shall be called
"Associate Member".
4. Every applicant for membership shall fill in and sign
on prescribed application form to be obtained from the office of Association,
inter alia agreeing to be bound by the Articles and Bye-Laws of the Association,
and furnishing such other information as the Executive Committee may require,
and obtain thereon signatures of at least two existing members of Association,
one as the proposer and the other as the Seconder.
5. Every such application shall be placed by the
Secretary General before the Executive Committee at its next ordinary meeting
who shall either accept or reject the said application by majority without
assigning any reason or reasons thereof, subject to any direction issued from
time to time under Trade Organisation Ordinance 2006.
6. In case the Executive Committee 'rejects the
applications, all sum accompanying the application shall be returned to the
applicant and no further application from him shall be entertained for a period
of six months reckoned from the date of such rejections.
7. RENEWAL OF MEMBERSHIP
The membership 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 granting membership.
The membership shall be renewable on annual basis
subject to the fulfillment of following conditions, namely.
(a) Payment of prescribed
subscription within the time stipulated in the articles of association, which
shall not be later than 31st of March; and
(b) Proof of filling return of
Income Tax and Sales Tax if applicable, for the preceding year.
8. MEMBERSHIP FEES
(a) The membership fee and
contributions chargeable from each class shall be fixed by Central Executive
Committee subject to the approval of the General Body and Director General Trade
Organisation,
Subscription
Admission Fee Annual
For Member Rs.
7,000/- Rs. 15,000/-
For Associate Members Rs.
7,000/- Rs. 15,000/-
(b) Besides the admission fee and
annual subscription, each member shall pay the principal office other
contributions as and when required and as fixed by the Executive Committee.
(c) The admission fee shall not be
refundable.
(d) All members shall pay their
annual subscription, when due, to the Head Office.
(e) The total collection on
account of Admission fee and Annual Subscription shall be distributed between
Head Office and the Zonal Offices when such offices are setup, in a manner that
the share of Head Office shall be 60% and that of the Zones 40%.
(f) If a member fails to pay the
annual subscription by 31st day of March in any year, he shall cease to be a
member but shall be eligible for restoration of membership by paying full
admission fee alongwith full amount of his annual subscription/subscriptions and
contributions to be computed from the date its becomes payable after the expiry
of period for which the subscription was last paid by him.
(h) Any member failing to clear
all sums payable to Association including annual subscription shall be treated
as defaulters and shall not be entitled to:
(a) Become a candidate
in elections.
(b) Proposed or Second
a Candidate.
(c) Hold or act
convener-ship of any sub-committee/council.
(d) Attend meeting or
vote in the meeting.
(e) Any type of
service of ACAAP.
CESSATION FROM MEMBERSHIP
9. The Executive Committee may remove from the Register
of Members the name of a member whose dues including Annual Subscription and/or
contribution approved by the Executive Committee, if
any, are not paid from the time on which it should have been paid and who has
failed to pay the same within 15 days of the issuance of Notice Demand by the
Secretary General of the Association. Upon his name being removed from the
Register of Members, shall cease to be a member of the association.
10. A member whose name has been removed from the Register
of membership shall not be re-admitted as a member unless .he has paid all
previous sum due by him to association on any account and fresh application is
made with remittance of Annual Subscription and Admission Fee.
11. A member shall cease to be a member on happening of any
of the following
events:
(a) Death Resignation, insolvency or
conviction of a criminal offence, involving moral turpitude in the
case of an individual.
(b) Dissolution of business or dissolution in
the case of partnership.
(c) Liquidation, voluntary or otherwise.
(d) Ownership passing on to an advertiser or
media owner either wholly or partially.
(e) Failure to comply with any of the
obligations stipulated in these articles.
12. Every member, wishing to resign may do so in writing,
giving not less than one calendar month's notice to the Chairman of Association
and upon the expiration of any such notice and acceptance of resign by Chairman
such member shall forthwith be removed from the Register of Membership. Any
member so resigning, shall not in any way be absolved from any liability for any
dues accrued and unpaid upto the time his resignation is presented.
RIGHTS & PRIVILEGES OF MEMBERS
13. (a) At a General Meeting a member
who has completed two years of his membership of Association shall exercise his
right to cast vote.
(b) In case of an individual, by
himself or through an attorney empowered to manage generally the affairs of his
agency.
(c) In case of a firm, by any
partner thereof or through an attorney empowered to manage generally the affairs
of his agency,
(d) In case of a company, by any
Director, General Manager or Secretary or through an attorney empowered
generally to manage the affairs of its agency.
(e) Every member of the
association shall be entitled to attend General Body meeting of the association
and may make proposals or suggestions in matter under discussion before the
house.
(f) Every member and associate member shall be
entitled to vote at all General body Meetings.
(g) Members shall be entitled to all other
privileges which may be conferred on them by the association from time to
time.
14. Upon election every member shall furnish to the
Association particulars as to the constitutions of the member and the names and
addresses of person through whom and the order in which his rights of membership
will be exercised and such particulars shall be entered in the Register changed
in the particulars shall be communicated in writing to the association, as soon
as it take place and thereupon changes shall be made in the Register
accordingly. For all the purposes connected with the affairs of the
Association, the particulars appearing in the register shall be conclusive.
15. No person shall be entitled to act or vote on behalf of
any member of the Association at any meeting unless and until his name shall be
entered in the Register as a person entitled to act or vote for such member, and
unless all dues on account of subscription etc. etc have been paid to the
association before the meeting.
16. A member shall be entitled to all such information
advice and privileges with regard to the objects of association as it or any of
its officers may be able to provide.
REGISTER OF MEMBERS
17. (a) A register of members of the association,
with particulars as under shall
be kept at the Head Office of
Association.
(I) Name under which the member
carries on business.
(ii) Whether the member is
individual, firm or a company.
(iii) Nature of business which the
member carries on as defined in
these articles.
(iv) Category of Membership.
(v) Address of member.
(vi) Name of authorized
representative in case of member being firm
or a company.
(vii) Date of admission of
membership.
(viii) If and when a member ceases to
be a member the date and
reason of cessation.
(b) A similar Register shall be kept by each Regional
Office in respect of members located in region concerned.
(c) All changes in the address and other particulars of
members will be intimated by members in writing to Secretary General and also to
the Regional Office, if any, and members, shall have the right to inspect the
Register mentioned under sub-paragraph (a) above and suggest correction if any.
REGIONAL OFFICES
18. (a) Besides its Head Office, the association
shall have two Regional/Zone Offices as under:
(i) Region "A" Southern Zone at
Karachi with area of operation
extending over provinces of
Sindh and Baluchistan.
(ii) Region "B" Northern Zone at
Lahore with area of operation extending over province
of Punjab, Northwest Frontier and Islamabad Capital
Territory.
(b) Each Regional Office shall be
under the charge of a Regional Committee of six persons. Provided that only
those members who have their principal place of business in particular Regional
shall be eligible to participate in election to the Regional Committee of that
Region.
(c) At the expiry of one term from
the date of induction into office of the Regional Committee all the members
retire from office as the tenure of all elected office bearers shall be one
year.
(d) No member of Regional
Committee shall hold office for more than one term without a gap of a year.
(e) Election shall be held in
accordance with Bye-Laws framed under Regulation No: 48.
REGIONAL COMMITTEES
19. The Regional Committee shall have the following power
and functions.
(a) Each of the Zone shall have
Zonal/Regional Committees which will function in their respective zones.
(b) The member of each Zone/Region
will decide the strength and composition of their respective Zone / Regional
Committee but the number of the members of the Regional Committee shall not
exceed 6.
(c) The Regional Committee shall
maintain proper accounts of all receipts and expenditure and shall submit their
duly audited accounts.
(d) Not with standing anything
herein before contained the Regional Committee shall correspond with the
provincial Govt. or authorities of Provincial or Central Govt. in the province,
strictly on matters which concerned Zones/Regions and matter having All Pakistan
bearing shall be dealt with by and through Central Executive Committee of the
Association only. Provided that if the Central Executive Committee differs with
the Regional Committee, the opinion expressed or representation made by the
later shall also be forwarded by the Central Executive Committee with its own
views to the appropriate authorities.
(e) The Regional Committee shall
carry on its activities within the Region to the extent they relate to the
problems of the industry whose bearing is confined to the province. Policy
matters affecting the Cargo Agency as a whole or whose impact extends beyond the
province shall be handled by the Central Executive Committee of association
alone which shall have all powers of supervision and control over the working of
Regional Committees.
(f) To receive applications for
admission as members from those engaged in the cargo agency business within the
Region and to forward the same to the Secretary General with its observation and
recommendations.
(g) To recommend to the Executive
Committee expulsion or removal of a member within its jurisdiction from the
membership of the Association.
COMPOSITION OF CENTRAL EXECUTIVE COMMITTEE
20. (a) The Executive Committee of the Association
shall be composed as follows:
Chairman: one
Vice Chairman: two
Members: eleven
------------
Total: fourteen
(b) Each Region of the association
have 7(seven) seats and there shall be 2(two) seats reserved for women
entrepreneurs for which the electoral college shall be Executive Committee.
(c) There shall be a minimum of
ten and maximum of thirty seats of Executive Committee.
(d) If any seat reserved for women
entrepreneurs remains vacant, it shall not be filled with member from other
category. Provided that any seats remaining vacant in any category shall not be
counted towards determinations of quorum.
(e) The electorate college for
each class of members of Executive Committee shall be the members of General
Body from the respective class.
(f) In addition to the seats
provided in clause (a), the immediate past President or, as the case may be, the
Chairman of a trade organization shall be an ex-officio member of the Executive
Committee without voting right.
(g) The Chairman shall be elected
from amongst the elected member of the Central Executive Committee at the first
Executive meeting after Annual Election.
(h) The Chairman of two Zones
shall be ex-officio Vice Chairman of the Executive Committee.
(i) The office of the Chairman of
the Association shall rotate between two zones/regions.
(j) On the expiry of fixed tenure
period of one year the Chairman will automatically cease to be the Chairman and
will hand over the charge of his office to the newly elected Chairman.
(k) The Chairmen of the
Regional/Zonal Committee shall be deemed to be the ex-officio, Vice Chairmen of
the Executive Committee. They shall not, however, hold office in the Executive
Committee for more than one term and on completion of one term shall retire for
the next one year.
21. The tenure of all elected office bearers
shall be one year.
22. The tenure of members of Executive Committee provided
in sub-rule (5) and (6) shall be two years subject to the following:
i. Fifty percent members of Executive Committee shall
retire every year;
ii. After the first election of Executive Committee
under the Ordinance a draw shall be made to determine the fifty percent members
who shall retire after expiry of first year
23. The tenure of office bearers of Executive Committee
provided in sub-rule (7) shall be one year
24. On completion of the term the office bearer and members
of Executive Committee shall not be eligible to contest election or co-option in
any representative capacity in the trade organization for the next one 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.
CASUAL VACANCY
25. (i) A casual vacancy on the Executive Committee
may be created.
(a) By
death or resignation of Office Bearers.
(b) In
case of member Executive if he fails to attend three consecutive meeting
of Executive Committee without leave of absence.
(c) If he
ceases to be a representative of the agency.
(ii)
Casual vacancies of the members shall be filled by co-option by
the Central Executive Committee from the region to which the incumbent belonged
shall be filled by Central Executive Committee by election from its members and
the resultant vacancy of the members shall be fixed by cooption.
ASSUMPTION OF OFFICE BY THE OFFICE BEARERS AND
THE MEMBERS OF EXECUTIVE COMMITTEE
26. That the office bearers shall assume office on the first
day of October each year.
CALLING OF MEETING OF THE EXECUTIVE COMMITTEE AS AND
WHEN REQUIRED
27. Meeting of the Executive Committee shall be held as
often as the consideration of business requires and shall be held, adjourned or
otherwise regulated as the Executive Committee shall think fit.
FOUR MEMBERS SHALL CONSTITUTE QUORUM FOR
EXECUTIVE COMMITTEE MEETING
28. Four members of the Executive Committee present in
person shall constitute the quorum. If the quorum is not constituted within
Thirty Minutes of the appointed time for the meeting, the meeting shall set and
adjourned to the same day and place in the next week unless the Chairman, in
view or urgency of any matter decide otherwise. No quorum shall be required for
an adjourned meeting.
SEVEN DAYS NOTICE FOR ORDINARY MEETING OF THE
EXECUTIVE COMMITTEE
29. Not less than seven days notice of the meeting of the
Executive Committee shall be given unless the Chairman in view of urgency of any
matter decides to give shorter notice.
30. The Chairman and in his absence any of the Vice
Chairman shall preside at the meeting of the Executive Committee. If he shall
present and if shall not be present within 30 minutes of the time fixed for the
meeting the Executive Committee shall elect Chairman among themselves for the
meeting.
31. In case of equality of votes at a meeting of the
Executive Committee, the Chairman of the meeting shall have a further or casting
vote.
POWER AND FUNCTIONS OF THE EXECUTIVE COMMITTEE
32. The entire administration and management of the affairs
of the Association shall be vested in the Central Executive Committee who in
addition to the powers and authorities by these articles conferred, may exercise
all such powers and do all such acts and things necessary or required for
purpose managing the affairs of the Association. The Executive Committee shall
have absolute control over all the affairs of the association.
33. Without prejudice to and no as to limit or restrict the
General Powers conferred by the last preceding Article the Executive Committee
shall have the following powers:-
(a) To dispose of application for membership;
(b) To superwise the working of staff;
(c) To sanction expenses;
(d) To appoint, suspend, dismiss or
terminate the services of the officers, agents of the association and to fix
their duties and remuneration;
(e) To enter into contract for and
on behalf of the association and settle terms thereof;
(f) To appoint a Secretary General
through a Human Resources committee composing of three members of the Executive
Committee and anyother staff or professional management shall be appointed
through a process to be framed and defined in the association's human resource
policy by Executive Committee.
(g) To make rules and regulations
of services of the officers and staff of the association and for their provident
fund, pension, gratuity, medical facilities, loan and/or other allowances or
benefit, if any;
(h) To appoint sub-committee
/councils and to delegate any of its powers to such sub-committee/council;
(I) (i) To
purchase or otherwise acquire for the association any property, right or
privileges which the association is authorized to acquire at such price and
generally on such price and generally on such terms and conditions as they think
fit;
(ii) To
open accounts with bank or bankers and to pay money into and draw money from any
such account or accounts and to determine who shall operate such account and
sign on behalf of the association bills, notes, promissory notes, receipts,
acceptances, endorsement, cheque releases, contract and documents, however the
signatures of the Secretary General shall be mandatory for operation of all
single or jointly operated bank account of the association.
(iii) To
appoint any person or persons to accept and hold in trust for the Association
any property belonging to the association or in which it is interested or for
anyother purposes and to execute and do all such deeds and things as may be
requisite in relation to any such trust and to provide for the remuneration of
such trustee or trustees;
(iv) To
institute, conduct compound or abandon any legal proceedings by or against the
association or its Secretary General or otherwise, concerning the affairs of the
association and also to compound and allow time for payment or satisfaction or
any debt due or of any claim or demands by or against the association;
(v) To
refer any claim or demand by or against the association or arbitration and
observe and perform the onwards;
(vi) To
invest and deal with any of the moneys of the association not immediately
required for the purposes thereof, upon such Securities or investments and in
such manner as they may think fit and from time to time vary or realize such
investments;
(vii) To
execute in the name and on behalf of the association such mortgages of the
associations property as it thinks fit and any such mortgage may contain a power
of sale and such other powers covenants and provision as shall be agreed upon.
(viii) To
provide for the welfare of employees and the wives, widows and families or
dependants of such person, by building or contribution to the building of houses
or dwelling or by grant of money's pension, gratuity, allowances, bonus or other
payments or by creating and from time to time subscribing or contributing to
provident fund and or/to the association institutions, Air Cargo Agents
Association, Funds, or Trust and to subscribe or contribute or otherwise to
assist or to guarantee money to charitable, benevolent, religions, scientific,
national or anyother institution or objects which shall have any normal or other
claim to support or aid by the association.
(ix) To
raise and borrow money and secure the payment of the money by such means and
upon such terms and conditions and in such manner as may be determined.
(x) To
defray expenses, subject to availability of Funds of delegates selected and
deputed by the association to represent in any conference in Pakistan or abroad.
(xi) To
secure for the association membership /affiliation with the Federation of
Pakistan Chambers of Commerce and Industry and retain such membership /
affiliation.
(xii) The
Executive Committee shall have the power to elect \ nominate its nominee or
FPCCI or on other bodies and to nominate two Office Bearers of association to
Trade Organisation Advisory Council appointed by Federal Government.
(xiii) The
Executive Committee shall prepare a three year plan of activities and the same
will be distributed amongst its members and cover among other matters the
proposed future activities, finances and outcome of such activities intended by
the association during the said three year period;
(xiv) The
Executive Committee shall internally conduct an annual performance review and
have such performance review audited by external auditions based upon an
inspection of all records of association to include but not limited to Minutes
of meeting and association's plan of activities.
34. To expel, remove, suspend, or censure any member from
the Association or re-admit such expelled / removed member subject to conditions
laid down in these articles either on its own initiative or on the
recommendation of the Regional Committee or by Director General-Trade
Organisation.
35. To adopt and take such measurers, not inconsistent with
the Memorandum of the .association or these articles, as may from time to time
be considered necessary for the achievement of the aim and object of the
association.
POWER & FUNCTION OF CHAIRMAN OF THE ASSOCIATION
36. (a) The Chairman of the Association
shall be the Chief Executive of the Association and shall represent the
Association to the outside world.
(b) The Chairman of the
association shall conduct his office with dignity and decorum and shall be
responsible to represent the interest of the association.
(c) If the Chairman of the
association is absent for some reasons and is unable to carryout his functions,
one of the Vice Chairman shall assume the office of the Chairman for the time
being till the Chairman returns and assume his functions.
(d) The Chairman, or in his
absence, the Vice Chairman, may at his discretion convene an urgent meeting of
the General Body or the Executive committee at such notice as the exigency of
the situation demands for the purpose of transaction business of an extremely
urgent nature.
• (e) The Chairman may in
his discretion and subject to Executive Committee confirmation employ
any person to serve the association who's salary does not exceed Rs. 50.000/-
per month. Appointment’s carrying a monthly salary of over Rs. 50.000/- shall be
made by the Central Executive Committee.
(f) The Chairman may in his
discretion from time to time spend money not exceeding Rs. 1.00.000/- for the
purpose of the Association in anticipation of the sanction by the Executive
Committee and also may sanction loan and advances to the officers and staff.
REGIONAL CHAIRMAN
37. Subject to the overall jurisdiction and authority of the
Chairman and Executive Committee whose instructions it shall be his duty to
carry out, in accordance with the Provisions of these articles, the Regional
Chairman shall enjoy the same powers and performs the same functions in respect
of the regions those enjoyed by the Chairman.
GENERAL MEETINGS
HOLDING OF ANNUAL GENERAL MEETINGS EVERY CALENDAR YEAR AND THE NATURE OF
BUSINESS TRANSACTED AT SUCH MEETINGS
38. The Annual General Meeting shall be held once every
calendar year between the first day of July and 30th day of September. The
following business shall be transacted at such General Meeting:
(i) To consider and approve the
Balance Sheet and the Income and Expenditure Accounts of the Association and the
Report of the Auditors thereon;
(ii) To record the declaration of
the results of the annual election of the Chairman and Members of the Executive
Committee.
(iii) To appoint Auditor or Auditors
and fix their remunerations.
(iv) To transact such other
businesses as may be included in the Agenda by the Executive Committee.
EXTRA ORDINARY GENERAL MEETINGS
39. General Meetings other than Annual General meeting are
called extraordinary General Meetings to transact such business as may be placed
before them by the Executive Committee or left over at the Annual General
Meeting held last or to transact business of special nature/character which
cannot conveniently be postponed until the next annual general meeting.
EXTRAORDINARY GENERAL MEETING THROUGH REQUISITION IN WRITING
40. On requisition made in writing addressed to the
association by any 1/3 of the total number of members of association, the
Chairman shall call an Extra-ordinary General Meeting. Any such requisition must
state the object of the meeting proposed to be called and be signed by the
requisitionists and delivered at the Head Office of the Association.
41. (a) The requisition must state the
objects of the meeting and must be signed by the requisitionists and deposited
in the Head Office of the Association and may consists of supporting documents
in like form each signed by one or more requisitionists.
(b) If the Chairman does not
proceed within thirty days from the date of the requisition being so deposited
to cause a meeting to be called, the requisitionists or a majority of them may
themselves call the meeting, but in either case any meeting so called shall be
held within seven weeks from the date of the deposit of requisition.
(c) Any meeting called under this
article by the requisitionists shall be called in the same manner as that in
which General Meetings are called.
42. General Meeting for want of Quorum shall stand
adjourned to the same day and time in the following week and no quorum shall be
necessary for such adjourned meeting. If within half an hour from the time
appointed for the meeting a quorum is not present, the meeting if convened by
the Executive Committee upon the requisition of members or by the
requisitionists shall be dissolved.
In either case, it shall stand adjourned to the same
day in the following week at the same time and place. No quorum shall be
necessary for such adjourned meeting.
43. Not less than twenty one days notice of every Annual
General Meeting, specifying the place, day and hour of the meeting with a
statement of the business to be transacted in the meeting shall be given to the
members by notice sent by Registered Post / By Courier to members entitled to
receive notice.
Provided that a General meeting may be convened by a
shorter notice if in opinion of the Executive Committee or by the Chairman in
consultation with any two of Vice Chairman the business to be transacted at the
meeting is urgent or emergent. Provided further that not less than twenty one
days notice shall be given of a meeting to pass a special resolution specifying
the intention to propose a special resolution by all the members entitled to
attend and vote at any such meeting may agree to consider the resolution which
may be proposed and passed as a Special Resolution at a meeting of which short
notice has been given.
44. Non-receipt of the above-said notice by any member
shall not invalidate the
proceedings at any General meeting.
45. No business shall be transacted at any General Meeting
unless a quorum of 25 per cent of members is present in person.
46. That the Chairman or in his absence any of the Vice
Chairman shall preside at General Meetings of the Association. If within half an
hour from the time appointed for the meeting, neither the Chairman nor any of
the Vice-Chairman is present at the meeting, the members present shall choose
someone from amongst themselves as Chairman for such meeting. The Chairman may
with the consent of the meeting adjourn any meeting from time to time and from
place to place but no business shall be transacted at any adjourned meeting
other than the meeting from which the adjournment took place.
47. Every question except the election of the Chairman
which shall be by ballot, submitted to General Meeting shall, unless unanimously
decided, be decided by majority of votes by show of hands unless a pole is
demanded.
Provided that no special resolution concerning
amendment of Memorandum & Articles of Association shall be deemed to have been
passed unless it has received the votes of three fourth majority of the members
present and voting. A poll may be demanded on any question by at least three
members present, at the meeting if a poll is demanded in the manner aforesaid
the same shall be taken at such time and in such manner as the Chairman of the
meeting directs and the result of such poll shall be deemed to be the Resolution
of the association in General Meeting.
48. That the demand of a poll on any question shall not
prevent the continuance of the meeting for transaction of any business other
than the question on which poll has been demanded. In case of any equality of
vote on show of hand or an a poll the Chairman of the meeting shall have a
further and / or casting vote.
49. At every General Meeting, the Chairman shall declare
that the Resolution has been carried or lost unanimously or by majority of votes
by show of hands or as a result of poll of which entry shall be made in the
Minute Book of the General meeting of the Association and the same shall be
conclusive evidence of the fact.
SECRETARY GENERAL - HIS FUNCTIONS AND DUTIES
50. Association shall appoint a Secretary General through a
Human Resource Committee formed under and consisting of three members of the
Executive Committee.
(a) The Secretary General who shall
be the head of the Secretariat, shall have all correspondence with the members
regarding their membership
• as well as with government
departments in consultation with the chairman, where-ever necessary and shall
take steps of realization subscription from members and shall ensure to keep
account and proper accounts of the funds of the Association. He shall issue all
notices, prepare the agenda for the meetings and accurate minutes of the
meetings of the Executive Committee, General Body, Sub-Committee etc. He shall
have charge of the office effects and documents belonging to the associations.
(b) He shall see, that the
resolution of the association and the Executive Committee are duly carried out.
(c) The signatures of the
Secretary General shall be mandatory for operation of all the single or jointly
operated Bank Accounts of the Association.
(d) He shall attend to all routine
matters and carry on all correspondence on behalf of the association.
(e) He shall prepare or draft
notes, memoranda, reports, statements in connection with the business and
affairs of Association.
(f) He shall exercise the powers
delegated to him from time to time to appoint, suspend, punish, remove or
discharge or grant leave, overtime payments to members of the staff of the
association who is not an officer.
(g) A person who has been
designated by the Executive Committee as an "Officer" shall be deemed to be
"Officer" for purposes of the preceding provision.
(h) He shall assign work to the
staff / officers.
(i) He shall incur expenditure
under the budgeted heads to the extent of the amount fixed by the Executive
Committee.
(j) To maintain administrative and
disciplinary control over the entire staff of the Association in accordance with
the rules and regulation and Service Rules of Association to be framed by
Executive Committee / or Human Resource Committee.
(k) The Secretary General shall
attend the meetings and conferences of public / private bodies when nominated by
Executive Committee for the purpose of representative of the association there
at and to represent for all purposes when action arises before any court of law
in any suit or proceeding 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.
(I) The Secretary General shall
convene a meeting of the Executive Committee within 7 days of the retirement of
the outgoing Executive Committee to enable the remaining Executive Committee
members to make adhoc arrangements for running the affairs of the Association in
case Annual Election of Member of Executive Committee or Office bearers are
not held/or delayed due to any reason.
In case election of Office
Bearers is not held the Secretary General shall convene a meeting of Executive
Committee within 7days of election to make adhoc arrangements for running the
affairs of the Association.
(m) To do and perform all acts and
deeds he may expressly be required to do by the Chairman or the Executive
Committee and generally all such other acts and deeds as are incidental to his
office subject to the supervision, control and orders of the Chairman.
(n) The termination of services of
Secretary General shall be through a resolution of the Executive Committee.
(o) An association employee who
shall report directly to Secretary General alone shall be appointed jointly by
the Secretary General and the Human Resource Committee.
ELECTION BYE-LAWS
51. The Election of the Association shall be conducted
according to the procedure laid down hereunder between the 1st day of July and
the 30th day of September of a due year subject to the following;
(a) The electoral college for each
class of members of Executive Committee shall be the members of General Body
from the respective class and electoral college for Office Bearers shall be
elected Executive Committee.
(b) The election of the Executive
Committee and Office Bearers shall be held by secret ballot and their final
result shall be officially announced at the Annual General Meeting called for
this purpose within 15 days of the date of polling of Office Bearers but not
later than the 30th September of the year.
(c) The term of elected Office
Bearers shall be one year. On completion of the term, the Office Bearers shall
not be eligible to contest election or co-option in any representative capacity
in Association for the next one year.
(d) The tenure of members of Executive Committee shall be
two years subject to the following:
(i) Fifty
percent members of the Executive Committee shall retire every year,
(ii) After
the first election of the Executive Committee under the Ordinance 2007, a draw
shall be made to determine the fifty percent members who shall retire after
expiry of the first year and for subsequent elections fifty percent shall retire
who have competed two terms.
ELIGIBILITY OF VOTE
52. Subject to the provisions of section 10 of the Trade
Organisation Ordinance, the eligibility of a member to vote at the election of
association shall be subject to following conditions.
(a) The member has completed two
years of valid membership of association as on the date of announcement of
Election Schedule by the Executive Committee of the association; and
(b) The member has fulfilled the
conditions of membership and renewal thereof of the respective Articles No: 8
and 9.
(c) Every member eligible to vote
shall deposit with the Secretary General, the specimen signature card alongwith
photograph indicating the status in the firm, company or concern. The right to
vote shall be allowed only to the proprietor, partner or Director of the member
firm or company, or a person not below the rank of General Manager authorized by
the Board of Directors of a public limited company or a multi-national
corporation, as the case may be.
(d) The proprietor, partner or
Director of the member firm or company, concern or person not below the rank of
General Manager authorized by Board of Directors of public limited company or a
multinational company shall be entitled to cast vote at the time of election
only if name of such person has already been registered with the Secretary
General and his name appears on the list of voters.
ANNOUNCEMENT OF ELECTION SCHEDULE
53. The election schedule of the association shall be
approved by the Executive Committee and issued by Secretary General in the first
half of July. Within two days of its approval by the Executive committee the
election schedule shall be:-
(a) Displayed at the Notice Board of
the Head Office and Regional Office of Association.
(b) Displayed at website of
association; and
(c) Submitted to the Director
General Trade Organisation.
APPOINTMENT OF ELECTION COMMISSION
54. Simultaneously with the approval of the Election
Schedule in rule/article 51,
the Executive Committee of Association shall appoint an election commission
subject to the following conditions; namely:-
(a) The commission comprises three
members.
(b) The members so appointed have
submitted their consent in writing to their appointment as such;
(c) The members of the commission,
so appointed have not held any office of the association for the preceding two
years;
(d) The members of the commission
shall not be entitled to cast vote or become a candidate in the election, they
are conducting;
(e) The members of the commission
shall be independent, impartial and non-partisan and
(f) The member of commission shall
not canvas for any of the candidates or panels contesting the elections, they
are conducting.
FUNCTION OF ELECTION COMMISSION
55. The election commission shall be incharge of all
arrangements connected with the conduct of elections including but not limited
to;
(a) Appointment of polling staff.
(b) Ensuring display of the
tentative voter's list by the Secretary General for the purpose of inviting
objection as provided in Sub-rule (iii) of Rule 52.
(c) Examination of and decision on
the objections received on the voter's list as provided in sub-rule (6) of Rule
54.
(d) Supervision of polling process
and ensuring that the polling has been conducted in an orderly, peaceful,
transparent fair manner in accordance with the provision of the Memorandum and
Articles of Associations and instructions of the Federal Government or the
Director General Trade Organisation in this regard; and
(e) Counting of votes and
announcement of results.
ELECTION PROCEDURE
56. (i) The election of association
shall be conducted according in the procedure laid down in the respective
articles of association subject to the following:
(a) The election of
the Office Bearers shall be held by secret ballot.
(b) Neither postal
ballot nor proxy shall be allowed; and
(c) The
polling shall be held simultaneously at the head office, regional offices of
association. 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 place such as community hall or hotel.
(ii) Within 3 (three days) of the
announcement of the election schedule member firm desiring to change their
representative shall intimate changes regarding name of representative to the
Secretary General alongwith necessary proof of eligibility.
(iii) The Secretary General of
association shall display within seven (7) days of the announcement of election
schedule the list of all members eligible to vote alongwith their national tax
number, the name and national identity card number of their representative. The
list shall be displayed on:
(a) The
Notice Board of the Head Office and Regional Offices of association; and
(b) The website of
association.
(iv) 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 (7) days of the issuance of the
voter's list.
(v) The Secretary General will
intimate action on the objections or changes sent by members within five (5)
days from the last day under preceding clause.
(vi) Any person aggrieved by the
decision of the Secretary General may make a representation, within three (3)
days to the election commission which shall decide the case within three (3)
days.
(vii) Within three (3) days of
decision by the Commission or in case the Commission fails to decide within the
stipulated time provided in sub-rule(vi), any person aggrieved by the decision
of the commission may appeal to the Director General who shall decide the case
within 10 days and his decision in this regard shall be final.
(viii) Within two (2) days of the
decision of the Director General the final voter's list shall be.
(a)
Displayed at the Notice Board of the Head Office and Regional Offices of
Association.
(b)
Displayed at the website of the association; and
(c)
Submitted to the Director General Trade Organizations. Provided that if no
appeal has been filed to the Director General, the final list of voters shall be
displayed within fifteen (15) days of the decision of the election commission
under sub rule (6).
(ix) Within four (4) 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 on the prescribed form in accordance with the Articles of Association or
Rules of Association.
(x) Within twenty four (24) hours
of receipt of nomination papers, a copy of the final list of voters shall be
provided to each contesting candidate.
(xi) 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.
(xii) The objections if any, to the
nomination of the candidate can be filed to the election commission within
twenty four (24) hours of issuance of the list of candidates which shall be
decided by the election commission within two (2) days.
(xiii) Within 'two days of decision
of the commission or in case the commission fails to decide within the
stipulated time provide in sub-rule(xii)', any candidate aggrieved by the
decision of the commission may file an appeal to the Director General, who shall
decide within seven(7) days and his decision in this regard shall be final.
(xiv) Within 2(two) days of the
polling as provided in sub-rule
(xv) Any person elected as member of
Executive Committee, shall send his nomination for election as an Office Bearer
duly proposed an Seconded by an elected Executive Committee member and signed by
the candidate to the Election Commission.
(xv) Within five (5) days of display
of final -list of candidates, the polling for election of members of Executive
Committee shall be held.
(xvi) Within two(2) days of the
polling as provided in sub-rule (xv), any person elected as 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.
(xvii) 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.
(xviii) Within two days of display of
final list of candidates, the polling for election of office bearers shall be
held.
(xix) The final result of the
election of member of Executive Committee and Office Bearers shall be officially
announced at the Annual General meeting of association called for this purpose
within 15 days of the date of polling under the preceding clause but not later
than the 30th September of the year.
CONDUCT OF ELECTION
57. (i) The ballot papers shall have
duly numbered counterfoils and the voters 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.
(ii) It shall be the duty of the
polling officer to verify the identity of the voter. The only acceptable form of
identification shall be computerized national identity card, the original
identity card issued by association, the passport and the driving licence. The
polling officer shall enter the number of identifications document on the
counterfoil.
(iii) After comparing the
signatures and photograph with the specimen signatures card the polling officer
shall hand over the ballot paper to the voter.
(iv) The ballot paper shall be
signed by the Secretary General or an officer of association duly authorized by
the commission in this behalf and shall also be signed by the polling officer at
the time when it is issued.
(v) 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.
(vi) Adequate arrangements shall be
made to maintain the secrecy of the polls.
(vii) 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.
(viii) The challenged votes shall be
kept in a separate sealed envelope duly signed and sealed by polling officer.
(ix) The commission or an officer
designated by the commission shall decide about the challenged votes after
verification of necessary information before the announcement of the results.
(x) No ballot paper shall be
invalid for failure to have cast all votes on all seats contested for in the
said election.
(xi) Counting of votes shall take
place immediately after the polling hours under presence of the candidates or
their polling agents, if any, at the designated sites.
(xii) Provisional results may be
declared by the commission immediately after the counting of votes is completed.
(xiii) In even of equality of votes
between two or more candidates the result shall be decided on the basis of draw
conducted by the polling officer in the presence of the candidate or their
polling agents and a record of the result thereof shall be made.
(xiv) 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.
(xv) The record of elections shall
be opened for inspection upon an application made for inspection upon an
application made in this behalf by the candidate within seven days of the date
of polling and with the approval of Director Genera! Trade Organisation.
The
elections will be conducted strictly according to the rules as contains in trade
organization rule 2007.
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 their
under, the
later
shall prevail.
FUNDS AND BANK ACCOUNT
58. All moneys received whether as deposits or fees
subscriptions, contributions, donations, etc., from members as contribution
towards any fund shall be under the absolute control of the association. The
association shall be entitled to use them for any objective of the association.
All funds of the association shall be deposited in
its name in such bank or banks as may be directed by the Executive Committee who
shall have also the power to operate the same and all cheques on the account
shall be signed by the Secretary General and one or more members empowered in
this behalf by the Executive Committee from time to time.
The association shall make a declaration to the
auditors of all accounts including those opened separately for projects such as
local and foreign exhibitions/ conference, delegation etc. and shall not
maintain any account which is not subject to audit.
NOTICES
59 (a) A Notice may be served upon any
member of the association either personally or by sending it through post by
registered letter or by courier, fax or e-mail addressed to such member at his
address last recorded in the Register of Members.
(b) Any notice, if sent by post or
by courier, fax or e-mail shall be deemed to have been served at the time of the
letter containing the same would be delivered in ordinary course and in
providing such service it shall be sufficient to prove that the letter
containing the notice was properly addressed and posted and that the postage was
prepaid.
(c) Notice of every General meeting shall be given in a
prescribed manner herein before and as per compares ordinance to every member of
the Association whose address appears in the Register of Members.
COMMON SEAL
60. The Executive Committee shall have power to provide a
common seal for the Association and from time to time destroy the same and
substitute with a new one on its place and shall provide for the safe custody of
the seal for the time being and it shall not be used except by the authority of
the committee and in the presence of two members of the Executive Committee.
ACCOUNTS & AUDIT
61. (a) The Executive Committee shall
cause proper books of accounts.
(b) The book of accounts shall be
kept in the principal/Head Office of the Association and shall always be opened
to inspection by the members of the Executive Committee subject to the
directions and conditions prescribed by the Executive Committee.
(c) The Executive Committee shall
cause to be prepared and laid before the Association in General Meeting such
statements of accounts, balance sheet and reports as are required in these
article and the provision of the companies ordinance 1984.
(d) A copy of every balance sheet
and income and expenditure account which is to be laid before the Association in
Ordinary General Meeting together with the Auditors Report and report of
Chairman/Executive Committee shall be sent to every member not less than 21 days
before the date of the meeting and made upto a date not more than six months
before such meeting.
(e) The Executive Committee shall
in all reports comply with the provision of section 230 to 236 of the companies
ordinance 1984.
AUDITORS
62. Auditors shall be appointed and their duties regulated
in accordance with Section 252 to 255 of the companies ordinance 1984.
MINUTES BOOKS
63. Minutes of all meeting of the General Body or Managing
Committee and Sub-Committee shall be entered in Minute Book and they shall be
signed by the Chairman of the meeting to which they relate or by the Chairman of
the next meeting upon confirmation of it and when so signed shall be conclusive
evidence of the proceedings of the meeting to which Minutes relate.
INDEMNITY
64. (a) Every office bearer, Secretary
and other officer or servant of the Association shall be indemnified by the
Association against all costs, losses, penalties and expenses which any such
office bearer, Secretary, officer or servant may incur, or become liable to, by
reasons of any contract entered into, or act or deed done or omitted to be done
by him as such office bearer, Secretary, officer or any servant acting in good
faith, or in any away in the discharge of his duties in good faith and it shall
be the duty of the Executive Committee to meet out of the funds of the
Association, all such liabilities; and the amount for which such indemnity is
provided shall immediately be attached as lien on the property of the
Association, and have priority as between the members of the Association over
all other claims.
(b) No office bearer, Secretary,
or other officer or servant of the Association shall be liable for the acts,
receipts, neglects or defaults of any other office bearer or officer or servant,
or for joining in any receipt or other act, or for conformity or for any loss or
expenses happening to the Association through the insufficiency or deficiency of
title to any property acquired by order of the Executive Committee, for or on
behalf of the Association, or for the insufficiency or depreciation or any
security in or
upon which any of the moneys
of the Association shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency, or tortuous acts of any person with whom any money,
securities or effect shall be deposited, or for loss occasioned by any error of
judgment, omission, default or oversight on his part, or any other loss, damage
or misfortune that may happen in the execution of the duties of the office, or
in relation thereto unless the same happened through his own dishonesty.
WINDING UP
65. (a) The Association shall be wound up
voluntarily whenever a special resolution is passed requiring the Association to
be wound up, and shall there remain after satisfaction of all its debts and
liabilities, any surplus property whatsoever, the same shall not paid,
distributed amongst the members of the Association, but shall be given or
transferred to some other institution or institutions having objects similar to
the objects of the Association, at an Extraordinary General Meeting convened for
the purpose.
(b) Notwithstanding any thing
contained in clause (a) above the provisions of the companies ordinance 1984 as
amended from time to time regarding winding up or dissolution of association
shall apply to the winding up or dissolution of the association.
DISPUTES
66. Any dispute or difference of opinion in regard to the
interpretations or scope of application of these articles of Association which
cannot be resolved by the association itself, shall be referred to the Director
General Trade Organisation appointed under Trade Organisation Ordinance No:
XLIII of 2006.
MEMORANDUM, ARTICLES OF ASSOCIATION AND BYE-LAWS
67. Memorandum and Articles of Association including but
not limited to the organizational structure, and any bye-laws of association
shall be within the provisions of Trade Organisation Rules and Trade
Organisation Ordinance 2007, Companies Ordinance, 1984 (XLVIl of 1984) and the
Public Notice issued by Ministry of Commerce from time to time.
Amendments to these Articles of Association shall be
made by Central Executive Committee subject to the approval of General body of
association and approval by Director General Trade Organisation.
PROFESSIONAL DEVELOPMENT
68.
The Office Bearers of association shall always follow best
practices including undertaking continuing professional development of their
respective office and in view of the provision of Trade Organisation Rules and
Ordnance 2007 and as reflected under the Memorandum and Articles of Association
or as notified by the Ministry of Commerce form time to time.
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