Memorandum
1. NAME
The name of the Association is Executive Recruiters Association (ERA) hereafter referred to as 'Association'.
2. REGISTERED OFFICE
The Registered office of the Association shall be situated at Bangalore. Currently the registered office is located at 165, Bank Officers Colony, 13 Main, Service Road, BTM 1st Stage, Bangalore- 560068.
3. AIMS & OBJECTIVES
The objects for which the Association is established are:
1. To enhance the contribution of the executive recruitment industry to the growth and development of the economy by enlarging the size of the industry.
2. To encourage and assist in the balanced development of the executive recruitment industry.
3. To work closely with Government and other organisations in the executive recruitment industry to enable the industry to reach global prominence.
4. To create foster and promote recognition of the services of executive recruiters amongst the public at large and clients in specific.
5. To frame and maintain a code of professional ethics and general standards of professional conduct and practice and promote fair competition and healthy trade practices in the executive recruitment industry.
6. To undertake and settle all matters in dispute either between the Association's members or between the members and others by arbitration or otherwise in accordance with the main objects of the Association.
7. To promote the export of Indian executive talent.
8. To help in the development of human resources required by the executive recruitment industry through training, seminars, workshops, etc.
9. To make the Government and other bodies aware of and be responsive to the needs of the executive recruitment industry for a healthy and rapid growth.
10. To promote and disseminate useful knowledge on executive recruitment industry, so as to enhance its contribution to the growth and development of the National Economy.
11. To co-operate with public bodies and other organisations engaged in activities and/or objectives similar to those of this Association in matters of common interest.
12. To advise on enactment of legislation on a national and international basis on matters affecting the interest of executive recruitment industry and to assist the members of the Association on State and local legislation that may have a bearing on the general interest of the Association.
13. To act as a clearinghouse and information center for members of the association and provide co-operative services for their common benefits.
14. To study, carry out and sponsor research on problems relevant to the exercise of recruitment profession and consistent with the aims and objectives of the Association.
15. To edit, print and publish journals, books pamphlets and other material relevant to the executive recruitment industry.
16. To undertake and execute any trusts which may be lawfully carried out by the Association, and which may be conducive to the objects of the Association.
17. To institute awards, scholarships etc., for outstanding work to an individual or company in the executive recruitment industry in any selected sphere, such as research and development, export, etc.
18. To collect, tabulate and circulate information and statistics of value to industry.
19. To adopt such means of making known the activities and services of the Association as may seem expedient and in particular by advertising in the press, by circular, purchase and exhibition of works of interest, by publication of books and periodicals or any other kind of literature and by granting prizes, awards and donations.
2 0. To enlist the services of experts and to have at its disposal expert advice on matters relating to the executive recruitment industry.
21. To urge or oppose legislation and other measures and to procure change of law and practice affecting executive recruitment industry.
22. To initiate and support legal action on its own or on behalf of members jointly or severally whether by authorisation by members or on its own initiative, on all matters affecting members of the Association or an individual or a group of them or any branch of industry not directly represented by the Association.
23. To organise, establish and start a separate department or departments of the Association for the purpose of research work pertaining to the executive recruitment industry and for such other purposes as are mentioned in the objects of the Association. In organising and establishing such departments, the Executive Council will be entitled to frame separate rules for their working.
24. To sponsor on its own and/or arrange through the agencies of the Government, visits of delegations of members to countries to promote the interests of the Indian executive recruitment industry in the areas such as market surveys, exports, joint ventures and collaborations, consultancy studies and all other allied matters.
All incomes, earnings, movable or immovable properties of the society shall be solely utilized and applied towards the promotion of its aims and objects only as set forth in the memorandum of Association and no portion thereof shall be paid in any manner to the present or past members of the society or to any persons claiming through any one or more of the present or past members. No member of the society shall have any personal claim on any movable and / or immovable properties of the society or make any profit by virtue of his membership.
25. Investment : The funds of the Trust/society shall be invested in the modes specified under the provisions of section 13(1)(d) r.w.s 11(5) of the I T Act, 1961, as amended from time to time.
26. Accounts : There shall be maintained all accounts of the Trust/Society regularly. The accounts shall be duly audited be a qualified Chartered Accountant. Every year, the accounts shall be closed on 31st March.
27. Amendment : No amendments of the Trust Deed / Memorandum of Association/Byelaws/Rules & Regulations shall be made which may prove to be repugnant to the provisions of section 2(15),11,12 & 13 & 80G of the I.T. Act 1961 as amended from time to time. FURTHER NO AMENDMENT SHALL BE CARRIED OUT WITHOUT THE PRIOR APPROVAL OF THE COMMISSIONER OF INCOME TAX.
28. Dissolution : In the event of dissolution or winding up of the trust/society the assets remaining as on the date of dissolution shall under no circumstances be distributed among the trustees/members of the managing committee / Government body but the same shall be transferred to another charitable trust/society whose objects are similar to those of this trust/society and which enjoys recognition u/s 80 G of the I.T Act 1961, as amended from time to time.
29. The trust formed shall be irrevocable.
30. The benefits of the Trust/Society shall be open to all irrespective of caste, creed or religion.
31. The funds & the income of the Trust/society shall be solely utilized for achievement of the objects of the Trust / Society and no payment shall be made to the trustee / members by way of profit, interest / dividends etc.
32. ERA, from time to time would apply for registration of its logo trademarks and patents. ERA members then can use –“ ERA Logo can be used in the same format & design as provided to its members from the time and date they are invited as a member and continue till such time they are a member of ERA.”
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Articles of Association
1. SHORT TITLE : These rules may be called “Rules of EXECUTIVE RECRUITERS ASSOCIATION (ERA)”
2. INTERPRETATION: In these Rules the words standing in the first column of the table next hereinafter contained shall bear the meaning next opposite to them respectively in the second column thereof if not inconsistent with the subject of the context.
Words
The society or the Association :- T he Word 'Association' wherever it occurs in the Memorandum and the Rules of the Association shall mean the EXECUTIVE RECRUITERS ASSOCIATION (ERA)'. T he word society shall mean “Association”.
| The Executive Council |
: |
The Executive Council of the Association for the time being to in these Rules as the Council. |
| These Rules |
: |
These Rules of Association for the time being in force. |
| The Members |
: |
The members for the time being of the Association except where specifically mentioned, whose names shall have been duly entered in the Register of Members and who have not ceased to be members by virtue of any of the provisions of these rules. |
| Associate Members |
: |
Non-voting members of the Association admitted as per rules. |
| Chairman |
: |
Chairman of the Association. |
| Vice Chairman |
: |
Vice Chairman of the Association. |
| Hon. Secretary |
: |
The Hon. Secretary would act as the president / Executive Secretary, in the absence of an appointed President / Executive Secretary. |
| The Treasurer |
: |
The Honorary Treasurer of the Association. |
| President / Executive Secretary |
: |
President / Executive Secretary of the Association as appointed from time to time by the Executive Council. |
| The Register |
: |
The Register of Members maintained in terms of these rules and regulations. |
| The Bye Laws |
: |
The Bye laws as existing from time to time and framed in accordance with these Rules and or as framed and varied by the Executive Council under the power contained in these Rules. |
| The Office |
: |
The registered office for the time being of the Association. |
| Month |
: |
Calendar Month |
| Year |
: |
Official Year |
| Official Year |
: |
The Year commencing from first of April and ending with the thirty first of March.
Words importing the singular number only shall also include the plural number. Words importing persons shall include individuals, firm and corporations.
|
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3. POWERS OF THE ASSOCIATION
The Association shall have powers:
a) To affiliate, admit to membership, takeover, aid and to receive aid from any other Society, Association, Company, Corporation, Firm. Partnership of persons promoting or intending to promote any of the objects of the Association and to subscribe to or aid any such Society, Association, Company, Corporation, Firm, Partnership or Person with a view to obtaining an advantage or benefit for the purpose of the Association and to subscribe to any fund or an Society as may be considered deserving from time to time.
b) To grant pensions, allowance, gratuities and bonuses to the Association staff or the dependants of such persons.
Whenever it shall appear to Executive Council, that it is advisable to alter, extend or abridge such purpose to or for other purposes within the meaning of the Societies Registration Act XXI of 1860 or to amalgamate the Association either wholly or partially with other Society, Association or body, the Executive Council shall submit the proposition to the members the Association in a written or printed report, and shall convene a special meeting for the consideration thereof according to the Regulations of the Association: Provided that no such proposition shall be carried into effect unless such report shall have been delivered or sent by post to every member of the Association ten days prior to the special meeting convened by the Executive Council for the consideration thereof nor unless such proposition shall have been agreed to by votes of three fifths of the members present at the special meeting convened by the Executive Council.
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4. DEFINITON OF EXECUTIVE RECRUITMENT
Executive Recruitment is a specialized profession that helps client organizations identify, evaluate, and recruit executives at various levels. Executive Recruitment consultants work only on behalf of organizations on a retained or contingency basis and never on behalf of individuals seeking employment.
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5. MEMBERSHIP
5.1 In the context of the urgent need of the country for the rapid and professional growth of the executive recruitment industry, any individual or Firm, Society, Company or Division thereof Registered or Incorporated in India and conducting business in executive recruitment shall be eligible to apply for membership provided its main activity is executive recruitment or allied services. The Council may, by a majority vote, decide to admit members in honorary capacity.
5.1.1 Associate Member - All applicants for membership will be considered for admission only as an Associate member, where the applicant has been conducting business in executive recruitment for less than 3 years or where Executive recruitment is not the main activity. The Executive Council may consider upgrading an Associate member to a Member grade, after at least 12 months as an Associate member.
5.2 i) If any member company is amalgamated with any other company or is taken over as a going concern by any other company or its assets are assigned to any other company; or
ii) If any individual firm be dissolved and is taken over as a going concern by any other individual and its business is carried on in any new name. The Council may allow such new company or the individual firm as the case may to continue as a member in place of the old company or individual firm.
5.3 i) Members on election shall assume the responsibilities entailed by membership and shall be entitled to the .benefits and privileges of membership, save where subscription is in arrears, unless and to the extent this be condoned by the Council.
ii) The rights and privileges of members as defined in these Rules in the case of a Firm or Company or Society shall be exercised by such person authorised by power of attorney or otherwise to the satisfaction of the Council.
5.4 The Association for the purpose of registration is declared to consist of an unlimited number of members.
5.5 The Executive Council may create different classes of membership subject to the approval of the General body.
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6. ADMISSION OF MEMBERS
6.1 Application for admission to membership shall be made to the Secretary in such form as may from time to time be prescribed by the Council. Applications shall be considered as expeditiously as possible but the Council may call upon the applicant to furnish such additional information relating to his eligibility as may be considered necessary.
6.2 Every application for membership shall be reviewed by the Council and admitted by resolution adopted by not less than one third of its members present and voting.
6.3 The Council in its absolute discretion may admit members and shall be empowered to reject any application for admission without assigning any reasons.
6.4 The admission or rejection of any application for membership shall be promptly notified to the applicant; and upon his admission and payment of the prescribed entrance fee and the annual membership fee, the name of the applicant shall be entered in the Register of Members.
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7. MEMBERSHIP DUES
7.1 All membership dues are payable in advance for a Official year in full and become due on the first of April of each year and is payable before the end of May of that year. That the annual fee of new members joining later than September in any year will be reduced to half the annual fee.
7.2 In cases, where in the opinion of the Council, unusual expenditure or commitments may become necessary in furtherance of the objectives or interests of the Association or its Members, the Council shall be empowered to levy from the Members on an equitable basis such additional sum or sums, provided that in any one financial year, such levy or levies shall not exceed an amount equal to the annual subscription of the member and that it is approved by a general meeting of the Association.
7.3 Any member in arrears for three (3) months in payment of his annual subscription and levies, shall be ipsofacto disqualified from taking part in any proceedings of the Association.
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8. PRIVILEGES OF MEMBERS
8.1 Members will be entitled to use all such services and facilities as are offered by the Association from time to time including the services offered by the information center and library, reports and publications etc. at rates or prices which shall be fixed by the Council.
8.2 The privileges of membership shall not be transferable or transmissible.
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9. HONORARY MEMBERS
9.1 In exceptional cases prominent individuals of standing and repute may be elected as Honorary Members of the Association by a two-third majority of the Council.
9.2 Honorary Members shall be entitled to receive the last published report of the Council and to attend and speak, but not to vote and not to stand for any elections at any meeting held during their membership and may, upon invitation, attend any meetings of the Council.
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10. CESSATION OF MEMBERSHIP
10.1 If any member fails to pay the annual subscription or levy within three months of the due date, a final notice shall be sent to such member requesting payment of the amount due within one (1) month, in default of payment within such period, the Council may remove the name of the defaulting member from the Register.
10.2 If in the opinion of the Council, any member has by reason of breach of or non-compliance with the Articles, or otherwise, ceased to be eligible for membership of the Association, he shall be invited to show cause within thirty (30) days from the date of notice as to why his name should not be removed from the Register. If the member fails to show cause in accordance with the notice, or if the Council is of the opinion that the member has failed to establish his continued eligibility, the name of such member shall be removed from the Register.
10.3 A member may resign from the Association at any time by giving thirty (30) days written notice to the Secretary of his intention to resign and the resignation shall take effect upon the expiry of the notice, but without prejudice to any liability or obligation incurred by him while he was a member.
10.4 The Council shall have power by resolution to expel from membership of the Association any member, who in the opinion of the Council established by two third majority of the full council is guilty of professional misconduct or committed a breach of the provisions of the Articles of Association after providing reasonable opportunity to such member to show cause against such expulsion and after receiving from him a statement or explanation in writing.
10.5 A member shall ipso facto cease to be a member of the Association:
a) in case a member makes default in paying his subscription in terms of Rule 10.1 hereof.
b) in case a member resigns in the manner laid down in Rule 10.3 hereof.
c) in case a member is an individual, if he is an undischarged insolvent or shall make a composition or scheme of arrangement under the Insolvency Acts or if he is adjudged by a competent court to be of unsound mind or if he is convicted of an offence involving moral turpitude; in the event of his death or being found guilty of a criminal offence.
d) in case a member is a firm. If it is dissolved or adjudged insolvent or shall make a composition or scheme of arrangement under the insolvency acts of the partners as such are convicted of an offence involving moral turpitude.
e) in case a member is company, if it goes into liquidation.
f) in the event that at any time such member shall not be actively engaged in the business relation to executive recruitment within the scope of the Association. Provided that this provision shall not apply to members who, pursuant to an order of the Government of India or any Agency thereof or any State Government have temporarily discontinued profession of executive recruitment within the scope of the Association.
g) except as hereinafter provided a firm shall not cease to be a member by reason only of a change in the constitution of the firm occasioned by the admission, retirement or death of a partner provided the business of the firm is continued in the conventional name in which such firm was elected a member.
h) a firm, company, corporation or body corporate shall not cease to be a member of the Association upon any change being made in the conventional or corporate name of the firm, company or corporation.
i) in case a member suffers from any disability, incapacity or disqualification as provided in these Rules.
10.6 The subscription / fees paid by the members of the association are not refundable on cessation of membership.
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11. REGISTER OF MEMBERS
11.1 A Register of members shall be maintained in which shall be entered the name and address and such other information about each member as required by the Act and such register shall be open for inspection by the members or their authorised representatives at the Registered office during normal working hours.
11.2 Every member residing or carrying on business in India shall register with the Secretary an address in India.
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12. FEES
12.1 ADMISSION FEES
There will be one time and non-refundable admission fees of Rs.5000/- for every Member.
12.2 SUBSCRIPTION FEES
| Type |
Basis of Classification |
Fee Structure (Apr - Mar) |
| |
With Annual Revenues of. |
Regular * |
Associate * |
| |
|
Annual |
3 yrs. |
Annual |
| S – Small |
Under Rs 1 Cr. |
10,000 |
25,000 |
5,000 |
| M – Medium |
Between 1 Cr. & 10 Cr. |
20,000 |
50,000 |
5,000 |
| L - Large |
Above Rs 10 Cr. |
30,000 |
75,000 |
5,000 |
| * In addition, a one time non-refundable admission fee of Rs.5000/- for every new member. |
12.2.1. Associate Members will be charged @ 50% of the member subscription rate, one time admission fee remaining unchanged.
EXPLANATION
In the case of all member firms, the first payment by way of annual subscription shall be reduced proportionately after September, on a half yearly basis, to allow for the part of the calendar year which has already expired at the time of election to membership.
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12.3 VOTING RIGHTS
Each member shall be entitled to one vote. In case of corporate members, the right to vote shall be exercised by an individual nominee authorized for the purpose of attending the specific meeting in writing. Meeti ngs, Dec isions and Voting by some or all members by Digital Electronic Means like E-mail, Internet Conference, Video Conference, Telephone Conference etc., will have the same effect as a Meetings, Decisions, or Voting done in a meeting physically attended by members
12.3.1.Associate members are non-voting members and are not eligible to hold any office. Unless specifically mentioned, the Associate member will be equivalent to a member for all other purposes.
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12.3 APPLICATION OF FEE
The admission fees in clause 12.1 shall be used for expenses of a capital nature. Annual fees may be used for either revenue or capital nature.
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12.3 REVISION OF FEES
The Executive Council may revise the fees both admission and annual and change these if in the opinion of the Council such a change is justified.
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13. SPECIAL INTEREST GROUP (SIG)
The Association will recognise and give special representation to Special Interest Groups in and affecting executive recruitment industry. The following rules shall apply for these groups.
13.1 The Executive Council may establish different Special Interest Groups from time to time.
13.2 Each SIG will be represented by one member elected to the Executive Council.
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14. EXECUTIVE COUNCIL
14.1 a) The general management and the control of the Association shall be vested in the Executive Council which shall consist of not more than thirty members and not less than three. Meetings of the Executive Council shall be held not less than once in three months.
b) The Executive Council may exercise all the powers of the Association not specifically required to be exercised by the members in General Meeting.
c) The Executive Council may delegate all or any of their powers to any sub-committee, person, branch or body of the Association.
d) The Executive Council shall be the sole authority for the interpretation of the Rules and of any bye-laws and Regulations that may be made from time to time under the Rules and the decision of the Executive Council upon any question of interpretation or upon any matter affecting the Association and not provided for by these rules or by the said bye-laws and Regulations shall be final and binding on the members.
14.2 Executive Council may at its discretion, co-opt or nominate upto a maximum of six additional members. The Executive Council may at its discretion nominate representative of the member companies, if they feel that the Council is not adequately represented by the upcoming, medium sized or large companies. But the total of nominated and co-opted members during any time would not exceed six members. In no circumstances may a member have more than one representative on the Executive Council. The Chairman , Vice Chairman, Hon. Secretary and Hon. Treasurer be elected by the Executive Council immediately upon its assuming office after Annual General Meeting, each member of the Executive Council having one vote for this purpose.
The tenure of the Executive Council and the Chairman, Vice Chairman, Hon. Secretary and Hon. Treasurer so elected by the Executive Council would be for one year. The Outgoing Chairman, Vice Chairman, Hon. Secretary and Hon. Treasurer shall be eligible for re-election
14.3 The composition of the Executive Council shall be as under
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CATEGORY NO. OF MEMBERS
1. General or Open 21
2. Nominated or Co-opted 6
3. Immediate Past Chariman(s) 2
4. President / Executive Secretary (ex -officio)
Note 1:The co-opted members have no voting right in the Council. whereas the nominated members will have voting rights
Note 2: President / Secretary being ex-officio does not have voting rights in the Council.
14.4 Election to fill vacancies in the elected membership of the Council will be held every year by secret ballot before the Annual General Meeting. Each member Association will have votes as defined in clause "Voting rights".
14.5 Every year the Council shall dissolve itself at the close of the Annual General Meeting and the newly elected Council will assume office. The tenure of the members of the Council including its co-opted members will be for one year .
14.6 Any temporary vacancy of a member of the Council will be filled by the Council by co-opted as and when necessary. This will be in addition to the co-opted members referred earlier. The tenure of these members will coincide with the tenure of the Council.
14.7 A member of the Council will be eligible to nominate an Alternate Member to represent him in the meeting of the Executive Council.
14.8 In the event that a member of the Council, who is an individual person, resigns from or otherwise removed as a representative of the Registered Member then the alternate member mentioned in clause 14.7 shall automatically take his place for the duration of the term.
14.9 The meetings of the Council shall be convened by the Secretary, but a special meeting shall be convened on request in writing by at least three members of the Council.
14.10 Towards the end of term of the Executive Council, the secretary of the Association shall issue a notice to members calling upon them to state within 14 days whether they intend to stand for election. Name of the representative who would serve on the governing Council on their behalf should also be stated.
i) After receipt of nomination, if it is observed that number of nomination are in excess of the stipulated number of elected members in the Executive Council, the Secretary shall issue a notice not later that 21 days before the General Meeting which the elected Executive Council would hold office, to all members embodying names then submitted and also circulate voting papers for return not later than 7 days before the General meeting of the Association. After receipt of the vote, the same shall be scrutinized as the Association Chairman shall direct and result shall be declared at the Annual General Meeting. Those members who receive largest number of votes will be elected as members of the Executive Council.
For the last positions if there is equality in number of votes between 2 candidates, the matter will be decided by drawing lots.
ii) If the number of nominations received are less than the stipulated number of elected Executive council members, such vacancies can be filled by co-option.
ii) The outgoing council members shall be eligible for re-election.
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14.11 Chairman Council: All the Past Chairmen and the Current Chairman of the
Association would be a member of this Council. The President / Secretary would be Member - Convener of this Council. The members of the Chairmen Council would be permanent invitees to the Executive Council. Except the immediate two Past Chairman, the other members of the Chairmen Council will not have voting rights in the Executive Council, until so specified by the Executive Council.
15. POWERS AND FUNCTIONS OF THE EXECUTIVE COUNCIL
15.1 The Executive Council of the Association shall have general control and management of the affairs, property and funds of the association and shall from time to time determine the policy of the Association in accordance with the aims and objectives of the Association subject to the provisions of Articles and the directives of the General Body of Members.
15.2 The Council shall establish an administration office to be known as the secretariat of the Association and shall determine from time to time in which major city of the Indian union such office shall be located. The registered office shall be located in the city of Bombay in the State of Maharashtra.
15.3 The Council shall have power to employ clerical and other assistance as may be considered necessary from time to time and to fix the remuneration of such employees.
15.4 The Council may exercise all the power of the Association to borrow money and to mortgage or charge its property or any part thereof and to issue debentures and other securities whether outright or as a security for any debt, liability or obligation of the Association.
15.5 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Association shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Council may from time to time determine.
15.6 The Council shall cause minutes to be made of the appointments of the officers and staff and of all the proceedings at all meetings of the Association and Council. Such minutes shall be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting.
15.7 Any modification of the Code of Ethics will be by voting and carried out by two thirds majority of members present at a general meeting, and shall be binding on the members of the Association.
15.8 The Council may from time to time appoint a Committee or sub-committee of members of the Association to investigate and report on specific problems or matters affecting the interests and objectives of the Association.
15.9 The President of the Association shall be the Chairman of the Executive Council and in his absence the Vice Chairman shall take the Chair at any meeting of the Executive Council or of the Association. In the event of absence of both, the members may elect one of the members as Chairman of the meeting of the Executive Council.
15.10 The office of a member of the Executive Council shall ipso facto be vacated if.
a) he tenders his resignation by notice in writing to the Association.
b) he ceases to be a member of the Association, under circumstances enumerated elsewhere in these Rules.
c) he absents himself without leave of the Executive Council from three consecutive meeting thereof, unless such absence is condoned by the Executive Council.
d) The Association by resolution in General Meeting resolves on his removal.
15.11 The Executive Council shall have power to form All India Sub Committee or Regional Sub Committees or set up Zonal or Sub Regional Offices on such terms of reference as may be determined by the Executive Council Committee concerned.
15.12 Responsibilities of Chairmen Council
a) The role of the Chairmen Council would be to strategise the future directions of the Association. The members would use their rich experience in guiding the activities of the Association. The expertise of the Chairmen Council and its members would be used from time to by the Executive Council to further the cause of the Association.
b) The Chairmen Council would also recommend to the Executive Council, their suggestion of name(s) for the next Chairman and Vice Chairman of the Association, for each other. The Executive Council would consider this as one of the recommendations while electing the Chairman and Vice Chairman.
c) The Chairmen Council would meet at least twice a year and these meetings could be on the same date as the Executive Council meetings.
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16. ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETINGS
16.1 The Annual General Meeting of the Association shall be held once atleast in every year as may be appointed by the Executive council.
16.2 The meetings referred to in the last preceding Rule shall be called Annual General Meeting; all other meetings of the Association shall be called Extraordinary General Meetings.
16.3 The Executive Council may whenever they think fit, and they shall on the requisition holders of not less than one tenth of the voting rights of the Association, forthwith proceed to convene an Extraordinary General Meeting of the Association provided that the requisition shall be in writing, stating the matters for consideration at the meeting called and signed by the members requisitioning the meeting and shall be deposited at the Association's office.
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17. NOTICE
17.1 Not less than 21 days notice of a General Meeting (including Annual General Meeting shall be given to the members specifying the place, day and hour of the meeting with a statement of the business to be transacted at the meeting.
17.2 The non-receipt of notice by any of the members shall not invalidate the proceeding of any such meetings.
17.3 Any notice required by these Rules to be given to a member shall be deemed sufficiently served if sent by post properly addressed to his last known registered address in India, if any and, if none, by exhibiting the notice during its currency in a conspicuous place in or in the proximity of the Association's office. A notice sent by post shall be deemed to have been served at the time when it would have been delivered in the ordinary course of post.
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18. PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND EXTRAORDINARY
GENERAL MEETINGS
18.1 The business of the Annual General Meeting shall be to receive and consider the accounts of the Association and the Reports of the Executive Council and of the Auditors, to elect members of the Executive Council for the ensuing year and to transact any business which under these Rules are required to be transacted at Annual General Meeting. All other business transacted at an annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special.
Once in every year, on or before the 14th day succeeding the day on which the Annual General Meeting of the Society is held, a list shall be filed with the Registrar of Joint Companies, of the names, addresses and occupations of the Executive Council entrusted with the management of the affairs of the Society.
18.2 For all purposes the quorum for an Annual General Meeting and Extraordinary General Meeting shall be either one fourth of all members or 7 members entitled to vote present in person or by representative, whichever is less.
18.3 The Chairman of the Association or, in his absence, the Vice-President shall take the chair at the Annual General Meeting or Extraordinary General Meeting of the Association and if the Chairman or the Vice-Chairman shall not be present within 15 minutes after the appointed for holding such meeting, the members present shall elect another member as Chairman on show of hands and such Chairman shall be Chairman of the meeting.
18.4 No business shall be transacted at any meeting, unless the quorum requisite shall be present at the commencement of business.
18.5 If within half-an-hour from the time appointed for the meeting a quorum be not present the meeting if convened upon such requisition as provided in Rule 16.3 hereof shall be dissolved but in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum be not present, those members who are present in person and not being less than 2 shall be a quorum and may transact the business for which the previous meeting was called.
18.6 Every question submitted to a meeting shall be decided in the first instance by a show of hands. The President/Chairman shall declare whether the motion be carried or negatived by clear majority. unless a demand for a card vote be made before or immediately after such declaration, the matter shall be determined accordingly. If a card vote be required as aforesaid it shall be taken at once in such manner as the Chairman of the meeting directs unless the meeting shall decide on an adjournment or other wise for the purpose thereof and the result of the card vote shall be deemed to be the resolution of the meeting at which such vote was demanded. For such a vote, the voting rights stated in Rule 12.3 shall apply.
18.7 Members may be severally represented at Annual General Meetings of the Association but only one representative shall have the right of vote.
18.8 The President/Chairman of a general Meeting may adjourn the meeting but no business shall be transacted at any adjourned meeting other than the business left unfinished at the said adjourned meeting.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give notice of adjournment or of the business to be transacted at any adjourned meeting.
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19. SECRETARY
19.1 The Executive Council shall appoint the Association's President / Secretary. The Association's President/Secretary shall be the administrative head of the Association's permanent staff and Secretariat.
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20. AUDITORS
20.1 The Executive council shall appoint the auditors of the Association, which shall be confirmed at the Annual General Meeting.
20.2 The Accounts of the Association shall, at least once in every year, be audited by the auditors appointed under Rule 20.1
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21. RECORDS AND DOCUMENTS
21.1 ln addition to the Register of Members herein before referred to the Executive Council shall keep or cause to be kept properly entered up:
a) Books of Account showing particulars of all receipts and payments and the assets and liabilities of the Association.
b) Minutes of meetings of the Association, the Executive Council and of any Sub-Committee.
c) A register of members of the Executive Council. Records and documents shall be kept at the head office of the Association.
21..2 The books of accounts of the Association shall be open to inspection of any officer or member at the registered office of the Association during such hours as the office of the Association remains open on any week day excluding holidays
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22. OTHER BODIES
22.1 The Association shall have power, by special resolution to create, form, promote or to join with any other in the creation. formation or promotion of any other body whether incorporated or unincorporated and whether a branch or subsidiary of the Association or not and to affiliate itself with any such body and may also delegate to it any of its powers. Any power or authority delegated by the Association in accordance with the provisions of this rule may be revoked or cancelled by the Association with the consent of the donee or by resolution of the Association in General Meeting.
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23. AFFILIATION
23.1 Any other Association or institute of common interests shall be eligible for affiliation to the Association on such terms and conditions as the Executive Council may decide. Such affiliation shall not affect the autonomy or independence of the affiliated body, which shall retain the full right to decide and to pursue its own line of action including representations to the Government at all levels. Such arrangements for affiliation may be terminated, or reviewed from time to time, by the Executive Council at its sole discretion. Such affiliated members shall not have the right to vote.
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24. CHAIRMAN
24.1 The Chairman shall preside at all meetings of the Council, at all general meetings and lead all deputation. He shall preside at the Annual General Meeting, may address the members on such subject as he may deem proper. but such address shall not be taken to represent the views of the Association or of the Council unless such representation is expressly indicated.
24.2 The Chairman shall also, at any time when he shall deem proper, communicate to the Association or to the Council such matters and shall make suggestions as may, in his opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such other duties as may be incidental to the office of the Chairman.
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25. VICE-CHAIRMAN
25.1 The Vice-Chairman, in the absence of the Chairman, shall have the powers to perform the duties of the Chairman. In the absence of both the Chairman and the Vice-Chairman the powers and duties of the Chairman shall be exercised and discharged by one of the members of the Council nominated by the Chairman or the Vice-Chairman as the case may be or in their absence, by the Executive Council.
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26. FUNDS
26.1 The funds of the Association shall be deposited in one or more scheduled banks as the Executive Council may decide and such part thereof as shall not be required for current expenses, may, at the discretion of the Executive Council, be invested in any investments and such investments shall not be sold or dealt with except at the direction of the Executive Council. The accounts with the banks shall be operated upon by means of cheques signed jointly by two Members of the Executive Council specially authorised in this behalf.
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27. ALTERATION OF RULES
27.1 These Rules shall not be altered, varied, modified, remade, rescinded, cancelled, or added to without the sanction of a special Resolution of the Association passed by a majority of not less than three-fourths of the votes of the members present and entitled to vote and voting at the meeting at which such resolution is proposed.
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28. THE SEAL
28.1 The Association shall have a common Seal and the Executive Council shall provide for the safe custody of the seal and the Seal shall never by used, except by the authority of the Executive Council previously given, in the presence of the Chairman or the Vice-Chairman who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by the Secretary or any person acting in this behalf provided nevertheless that any instrument bearing the Seal of the Association and issued for valuable consideration shall be binding on the Association notwithstanding any irregularity touching the authority of the Executive Council to issue the same.
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29. INDEMNITY
29.1 Every member of the Executive Council, the President / Secretary and other officers or employees of the Association shall be indemnified by the Association against, and it shall be the duty of the Executive Council to pay all costs, losses and expenses which any such member or the Executive Council, Secretary, Officer or servant of the Association may incur or become liable to, by reason of any contract entered into or act or thing properly and lawfully done by him as such member of the Executive Council, President/Secretary or officer or employee of the Association or in any way in the discharge of his duties out of the funds of the Association and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Association and have priority as between the members over all other claims.
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30. COUNCIL
30.1 No member of the Council, President / Secretary or other officer or servant of the Association shall be liable for the acts, receipts, neglects or defaults of any other member of the Executive Council, President / Secretary or officer or servant of the Association or for joining in any receipt or other to the Association through the insufficiency or deficiency of title to any property required by order of the Executive Council for or on behalf of the Association or for the deficiency of any security in or upon which any of the moneys of the Association shall be invested or for any loss or damage of any person with whom any moneys securities or effects shall be deposited or for any loss occasioned by any error of judgement or oversight on his part or for any other loss, damage or misfortune whatsoever, which shall happen in execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty.
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31. DISSOLUTION
31.1 (a) The Association may be dissolved by a Special General Meeting of the Association convened on the recommendation of the Executive Council,or on requisition of not less than three fifths of the members and a meeting to dissolve the Association must be composed of not less than three fifths of the members of the Association and the resolution upon the dissolved shall not be effective unless passed by majority consisting of three fifths of the votes of the members present and entitled to vote and voting at such Special General Meeting of the Association.Provided that if any Government is a member of, or a contributory to,the Association, it shall not be dissolved without the consent of the Government.
(b) The resolution passed under sub-rule (a) hereof may direct that if upon the dissolution of the Association there remains after the satisfaction of all debts and liabilities of the Association any property whatsoever the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to some other society. institution or institutions having objects similar to the objects of the Association to be determined by the members of the Association at the aforesaid Special General Meeting.
(c) lf the Association shall be insolvent the liability of the members, who were members on the first day of preceding the commencement of the winding up shall be limited to contributing towards the deficit to the extent of year's annual subscription payable by them.
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32. RECONSTRUCTION
32.1 If the Association shall by Special Resolution approve any scheme of reconstruction or amalgamation, the whole or any part of the assets may be transferred accordingly.
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33. COVERAGE OF RULES
33.1 These rules shall bind the Association, and the members thereof, to the same extent as if they had respectively been signed and sealed by each member and contained covenants on the part of each member to observe all provisions thereof.
Name Occupation Residential Address Signature
1. Satish Doshi Sampoorna Computer People
2. Nirmit Parekh 3P Consultants Pvt. Ltd.
3. Tarun Bali ABC Consultants Pvt. Ltd.
4. Dr O.P.Mehra Omni Consultants International
5. M Lobo Personnel Search Services
6. Subhash Bhatia Datamatics Staffing Services
7 K Pandia Rajan MaFoi Management Consultants Ltd
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