Constitution

THE COMPANIES ACT, 1994
( ACT XVIII OF 1994 )
(A PUBLIC COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
Club Shaheen Limited

I. The name of the Company is Club Shaheen Limited
II. The registered office of the Company shall be situated in Bangladesh.
III. The Objects for which the company is established are all or any of the following (all the Objects will be implemented after obtaining necessary permission from the Government /concerned authority /competent authority before commencement of the business):

1. (a) To establish, maintain and run a Social and Recreational Club with the usual privileges, advantage, convenience and accommodation of social and cultural activities, games, sports and other services for the ex-students of the Shaheen Colleges of Bangladesh admitted as Members of the Club (b) To foster bondage among the Members for mutual understandings and cooperation in their social, professional and business activities and (c) To organise recreational and social activities that include organising cultural and entertainment programs, bingo, musical soiree, concerts and similar activities for the members and their families or guests.(d) To provide games and sports facilities for the members, their families or guests including tennis, squash game, basketball, cricket, football, swimming, rowing, riding, billiards, table tennis, card games, chess, etc.(e) To organise picnic, hiking, river cruise, excursions and cultural exchanges both within home and outside the country.

2. (a) To establish guest house(s), hostel, old homes and other accommodation for the members and their families and guests.(b) To establish, maintain and run facilities and services like library, archive, reading room, Company offices, reception, board room, conference room, business centre, cyber café, etc. for the members and their families.(c) To provide games and sports facilities for the members, their families or guests including tennis, squash game, basketball, cricket, football, swimming, rowing, riding, billiards, table tennis, card games, chess, etc.(d) To establish, maintain and run restaurant, dinning, barbeque, fast food, coffee shop and other similar facilities including banquet andor convention andor party centres including kitchen, bakery, etc. with supporting facility.(e)To provide food and beverage services both for in-house and takeaway for the members, their families and guests,

3. (a) To provide education grant, scholarship and other assistance to ex-students andor children of members or any other student depending on merit and to assist ex-student(s) of Shaheen Colleges or any other student in distress.(b) To recognise the achievements and services of ex-students in different professions and business and to perpetuate the memory of those ex-students who laid down their lives in the service of the country and the society.(c) To seek and obtain affiliation andor cooperate with any other Club andor Society andor Association andor Organisation having similar objects of the Company.

4. (a) To give appointment to any person or persons as employee(s) of the Company and to make payment as salaries or wages to such employee(s) as remuneration for the services rendered including increment, bonus and other benefits from time to time. (b) To remunerate any person or company for services rendered andor to be rendered to the Company andor in placing or assisting to place or guaranteeing the placing of any debentures or other securities of the Company.(c)To establish and maintain provident fund for the benefit of the employees of the Company.

5. (a) To purchase, lease, hold or acquire any land, building, premises or any properties andor articles for and on behalf of the Company and to erect, construct, improve, pull down, demolish, develop and or alter any building, play ground, swimming pool, guesthouse, auditorium, games and entertainment centres, offices and markets or any other structure and facilities for the purposes of the Company.(b) To purchase, sell, import, export andor otherwise deal with any items that include furniture and fixtures, machineries and equipment, utensils, crockery, foodstuff and beverages, etc. for the purposes of the Company.(c) To collect, receive and hold funds or other properties for all or any of the purposes of the Company by way of fees and subscriptions, sales, donations, gifts, endowments, loans and trusts by members, sympathisers and other agencies including grants, if any, from the Government.

6. (a) To disburse funds raised or to organise social programs, sports, games and competitions or arrange sale of badges and any other suitable emblems or take any other legally allowed measures for soliciting and receiving subscription, donation and gifts of all kinds for the furtherance of the object of the Company.(b) To invest the property of any description and funds in full or part thereof of the Company, if the positions so permits, in any or more profitable ventures so as to earn legally allowed interests and or any other benefits thereof.(c) To do all such other things as are incidental and or conducive to the attainment of the above objects and so to establish or acquire through any other trade or business which is not debarred by the rules of the People’s Republic of Bangladesh.

7. To attain the business objectives company may enter into Partnership, Joint-venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit.

8. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party.

IV. The liability of the members of the company is limited by guarantee.
V. Every of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the cost, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required.

We, the several persons, whose names addresses are subscribed below are desirous of being formed into a Company in accordance with this MEMORANDUM OF ASSOCIATION / ARTICLES OF ASSOCIATION and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

Articles of Association

PRELIMINARY

1. The regulation contained in the Schedule to the Companies Act, 1994 shall apply to the Company.

INTERPRETATION

2. In these Articles, unless there be something in the subject or context inconsistent therewith, the words and expressions shall have the meanings so defined: (a) ‘The Company’ means Club Shaheen Limited also referred to as ‘Club Shaheen’ and/or ‘the Club’ and/or ‘CSL’. (b) ‘The Club’ means Club Shaheen Limited and/or CSL. (c) ‘Shaheen College’ including erstwhile ‘Shaheen School’ means the BAF Shaheen Colleges of the Government under the management of the Bangladesh Air Force (previously Pakistan Air Force). (d) ‘Ex-students’ means the boys or girls who have been admitted in a Shaheen College. (e) ‘Executive Committee’ means the Executive Committee of the Club constituted under Articles 29 of the Companies Act 1994 as per Rule. (f) ‘Committees’ and ‘Sub-committees’ means Committees and Sub-committees duly appointed by the Executive Committee of the Club or the General Body as may be the case. (g) ‘Member’ means any ex-student or any person admitted as a member of the Club under Arts. 8, 9 and 10. (h) ‘Office’ means the registered office of the Company. (i) ‘General Body’ means the Primary Members of the Club under Art. 9 and are entitled to attend and vote at the General Meeting. (j) ‘Meeting’ means the Annual General Meeting, the Extra Ordinary General Meeting, the Emergency General Meeting and the meetings of the Executive Committee or Committees or Sub-committees. (k) ‘Office bearer’ means the Members of the Executive Committee, including the President, Vice Presidents, Secretary General, Joint Secretaries, and Treasurer duly elected by the General Body.

(l) ‘Rule’ means the Rules and Regulations for the management of the Company and observance by the members thereof, subject to any amendment(s) that may be made hereafter, be those contained in these Articles, the Club Bylaws and/or any other instruction(s) of the Executive Committee issued in conformity with the Articles of Association. (m) ‘Bylaws’ means the Club Bylaws. (n) ‘Code’ means the Codes of Conduct for Members as per the Bylaws. (o) ‘Register’ means the Register of the Members or Register of the Common Seal or any other Registers kept and maintained by the Company. (p) ‘Auditors’ means the Official Auditors of the Company. (q) ‘Seal’ means the Official Common Seal of the Company. (r) ‘Year’ or ‘Month’ means respectively the Gregorian calendar year or month. (s) ‘Financial Year’ means the financial year of the Company from 01 July from current year to 30 June of the following year for audit purposes. (t) ‘Employee’ means the salaried staff of the Club.

(u) ‘Election’ means the election of the office bearers of the Club as per Rule.

3. ‘Words’ imparting singular number shall include plural number and vice versa, and words imparting masculine gender shall include feminine gender and vice versa. 4. The business of the Company shall include several objects expressed in the Memorandum or any of them. 5. For the purpose of Registration, Club is hereby declared to consist of 3,000 (Three Thousand) members.

GENERAL

I – NAME 6. The name of the Club shall be ‘CLUB SHAHEEN LIMITED’ hereinafter referred to as ‘CSL’. II – OFFICE 7. The Registered Office of the Club shall be situated at Dhaka, Bangladesh.

MEMBERSHIP

8. The Members of the Club shall be the subscribers to the Memorandum and Articles of Association of the Company and the persons who may hereafter be accepted as Members of the Club under Arts. 9, 10 and 11.

9. Primary Members of the Club include all ‘ex-students’ ‘who have been admitted as Members of the Club in the following categories as per Rules and are entitled to attend and vote in the General Meeting:

(a) FOUNDER MEMBERS: Namely those members who have been admitted as members of the Club before the launching of the Club anf have paid the membership fees as prescribed herein Art. 13 for Donor or Life or General Members and pay other charges as prescribed in Art.15, provided that the membership of such Members is not discontinued under Art. 17. All Founder Members who have paid the membership fee as prescribed for General Members shall be required to the pay the annual subscription as prescribed for General Members in Art. 14.

(b) DONOR MEMBERS: Namely those members who have paid the membership fee as prescribed for Donor Members in Art. 13. (a) and pay other charges as prescribed in Art. 15, provided that the membership of such Members is not discontinued under Art. 17.

(c) LIFE MEMBERS: Namely those members who have paid the membership fee as prescribed for Life Members in Art. 13. (b) and pay other charges as prescribed in Art. 15, provided that the membership of such Members is not discontinued under Art. 17.

(d) GENERAL MEMBERS: Namely those members who have paid the membership fee as prescribed for General Members in Art. 13. (c) and pay the annual subscriptions and other charges as prescribed in Art. 14 and 15, provided that the membership of such Members is not discontinued under Art. 17. Note: General members may be admitted as donor or life members on payment of the difference of the membership fees between the general members and donor or life members and life members may be admitted as donor members on payment of the difference of the membership fees between the life member and donor member.

10. Affiliate Members of the Club will include persons, other than ex-students, who are in sympathy with the objects of the Club and admitted as Members in the following categories without the voting rights:

(a) HONORARY MEMBERS: Namely serving and/or retired Bangladesh Air Force Officers of the rank of Group Captain and/or above and/or those persons of social standing who have made significant contribution towards the objects of the Club and have been admitted as members of the Club. Honorary Members shall be admitted by invitation for such duration as decided by the Executive Committee provided that the membership of such Member is not discontinued under Art. 16. Honorary Member shall not be required to pay any membership fee or annual subscription. Note: In the case of death of a Founder or Donor Member his/her spouse may be admitted as Honorary Member of the Club.

(b) CORPORATE MEMBERS: Namely those Organisations or Companies introduced by a Primary Member with himself/herself having full or part ownership and/or shares in the same Company upon onetime payment of a corporate membership fee as prescribed in Art. 16. A Corporate Member may nominate up to 5 (five) persons, subject to the approval of the Executive Committee, for ‘USE CLUB” permission provided that each member with USE CLUB permission pay the annual subscription as prescribed for General Members under Art. 14, Such USE CLUB permission shall be renewed every year. All Corporate Membership shall be for life unless discontinued under Art. 17 (b) and (e) and is subject to the conditions as provided in the Bylaws.

(c) ASSOCIATE MEMBERS: (1) Namely the principals and vice principals, serving and/or retired, of Shaheen Colleges who have been admitted as members of the Club on payment of membership fee as prescribed for the General Members under Art. 13 and pay the annual subscription as prescribed for General Members under Art. 14 provided that the membership of such Member is not discontinued under Art. 17.

In the case of death of a Life or a General Member his/her spouse may be admitted as Associate Member and shall be required to pay the annual subscription as prescribed for General Members in Art. 14 provided that his/her membership is not discontinued under Art. 16. In case a deceased Primary Member’s spouse is dead or not interested to become a member of the Club, his/her next of kin, preferably the eldest child, may be admitted as Associate Member and shall be required to pay the membership fees, annual subscriptions and other charges as prescribed for General Members in Arts. 13. (d), 14 and 15 respectively provided that his/her membership is not discontinued under Art. 17.

(3) In the case of death of an ‘ex-student’ prior to the registration of the Club, his/her spouse may be admitted as Associate Member, subject that he/she (spouse) has not re-married, and shall be required to pay the membership fees, annual subscriptions and other charges as prescribed for General Members in Art. 13. (d), 14 and 15, provided that his/her membership is not discontinued under Art. 17.

(d) DEPENDENT MEMBERS: Dependent children of Primary Members between 21 and 27 years of age may be admitted as Dependent Members for use of the Club facilities and services as per Rules. Dependent Members are required to pay 50% of the annual subscription prescribed for a General Member in Art. 14 provided that his/her membership is not discontinued under Art. 17. (e) TEMPORARY MEMBERS: Students and ex-students not eligible to become members, but may contribute in various games and sports for competitive matches etc. may be admitted as Temporary Members for specific purpose and period. Temporary Members are not required to pay any fees or subscription.

11. The following shall be eligible to become Members of the Club as per Rules: (a) Any ex-student having studied in a Shaheen School for at least two year and is 30 years of age on or before the date of application for membership; Principals, Vice Principals and faculty member, serving or retired of Shaheen Colleges; officers of the rank of Group Captain and above of Bangladesh Air Force, children of Primary Members between 21 and 27 years of age; spouses or next of kins of deceased Primary Members; and persons of social standing. (b) Pay membership fees, subscriptions and other charges as prescribed in Arts. 9, 10, 13, 14 and 15. (c) Have not been withdrawn from a Shaheen Colleges on serious offences, provided that the Executive Committee shall exercise its discretion in each individual case. (d) If not discontinued from the membership of the Club under Arts. 17. (b) and (e) subject to the conditions as provided in Art 18.

12. Any person eligible to become member under Arts. 9, 10 and 11 above shall apply to the President as per the procedure laid down in the Bylaws. All application for membership shall be processed as per the Bylaws.

MEMBERSHIP FEES

13. The membership fees for Donor, Life and General Members shall be as follows:

(a) DONOR MEMBER: Tk. 500,000.00 (Taka Five Hundred Thousand) only payable at one time in advance as per Rules.
(b) LIFE MEMBER: Tk. 300,000.00 (Taka Three Hundred Thousand) only payable at one time in advance as per Rules.
(c) GENERAL MEMBER: Tk. 100,000.00 (Taka One Hundred Thousand) only payable at one time in advance as per Rules. The membership fees for the Donor, Life and General Members is subject to an increase of 50% on the above fees in every five years starting from July 2017 or as per decision of the General Body from time to time to be taken as per Rule.

FIXATION OF SUBSCRIPTION AND OTHER CHARGES

14. Annual Subscription: (a) The annual subscription for the General Members shall be Tk. 12,000.00 (Taka Twelve Thousand) only payable in advance as per the procedure laid down in the Bylaws. The annual subscription is subject to an increase of 20% on the subscription prescribed above, in every two years starting from July 2017 or as per decision of the General Body from time to time to be taken as per Rule. (b) The Donor and Life Members shall not be required to pay the annual subscription. All Founder Members who have paid the membership fees as prescribed for General Members shall be required to pay the annual subscription as prescribed for General Members.

(c) Any General Member residing outside the country or remains absent from the country for a period exceeding 360 days shall not be required to pay the annual subscription, provided that he/she has notified the Executive Committee in writing about his absence and allowed leave of absence by the Executive Committee in writing. Such members granted leave of absence shall notify the Executive Committee in writing of his/her return to the country and shall resume payment of the annual subscription immediately on his return.

15. Development Surcharge: The Executive Committee, with prior approval of the General Body, may introduce a development surcharge for all members to be realised as per the Bylaws.

16. The membership fee for the Corporate Member is Tk. 25,00,000.00 (Taka Twenty Five Lac) only payable by a Primary Member at one time.

CESSATION OF MEMBERSHIP

17. An ex-student or a person admitted as member of the Club in any categories shall be considered to have been ceased to be a member on account of the following: (a) On resigning in writing with one month’s notice. (b) On failing to pay the Club dues within 90 days from its presentation. (c) If found insolvent and applies for relief as an insolvent debtor. (d) If found to be of unsound mind by a competent authority.

(e) If expelled by a resolution of the Executive Committee for any conduct against the objects of the Club or any activities prejudicial to the honour, reputation and interest of the Club or breach of any Club Rules and/or any Codes after having given the Member concerned an opportunity to make an explanation except in case of serious breach of the Codes the Executive Committee may refrain a Member from visiting the Club for a period not exceeding 90 days pending investigation and final disposal as per procedure laid down in the Bylaws. In case a Member is expelled under this sub-clause he/she may appeal to the General Body for review. Such an appeal shall be addressed to the President in writing within 90 (ninety) days from the date of expulsion. The President shall place the same appeal before the General Body along with the opinion of the Executive Committee. The General Body may accept the said appeal with two thirds majority of the members present and eligible to vote in the AGM.

18. (a) Any Primary Member discontinued from membership of the Club under Arts. 17. (e) shall not be eligible for re-admission as Member of the Club for a period of five years from the date of discontinuation of membership. (b) A General Member discontinued from membership of the Club under Arts. 16. (b) shall not be eligible for re-admission as member of the Club for a period of 2 (two) years from the date of discontinuation of membership, provided that the Executive Committee may allow continuation of his/her membership on an appeal in writing and payment of all outstanding and current Club dues within 30 (thirty) days from the date of discontinuation, showing sufficient reason for non-payment of Club dues as per Rules. (c) Any Affiliate Member discontinued from membership of the Club under Art. 16. (b) and (e) shall not be eligible for membership at any time.

19. Any Member expelled or otherwise discontinued from the membership of the Club shall remain liable to pay all dues of the Club until his/her discontinuation of membership and shall forfeit all investments or shares or assets and shall not be entitled to refund of any monies paid to the Club.

PERMANENT MEMBER’S RIGHTS

VI – REGISTER OF MEMBERS 20. The Register of Primary Members shall be kept by the Club, which shall remain closed for a period of 14 days immediately before the date of the Annual General Meeting and during that period no new name or names shall be added to the Register. A separate Register shall be maintained for all Members other than the Primary Members. 21. Names of all discontinued members under Art. 17 shall be struck off from the Register.

VII – RIGHTS AND PRIVILEGES OF MEMBERS 22. All Primary Members shall enjoy the rights and privilege of receiving notices and attending and voting in the General Meetings, voting in the Elections of the Office Bearers, serving in the Executive Committee, proposing or seconding or balloting for Members and introducing guest(s) as per Rules. 23. All other Members of the Club shall enjoy the same privileges as the Primary Members except for the rights of attending and voting in the General Meetings, voting in the Elections of the office bearer, serving in the Executive Committee, proposing, seconding or balloting for Members and introducing guest(s) as per Rules.

VIII – FACILITIES AND SERVICES 24. The Club shall organise and run or serve various facilities and services for the members and their families as per the Bylaws. 25. All members, other than members suspended under Arts. 17. (b) and (e), shall be entitled to use various facilities and services of the Club as per Rules and/or attend any event organised by the Club on payment of such subscription and/or charges as may be decided by the Club.

FINANCIAL

26. The Club may raise funds for its purposes by any of the following means or in any other lawful manner as decided by the Executive Committee: (a) Membership fees and annual subscription from members. (b) Visiting guest fees. (c) Fees for users (non-members), if allowed by the management. (d) Grants, donations and gifts. (e) Income from various facilities and services, fetes, concerts and/or any other events or programs allowed by law. (f) Income from affiliated bodies and subsidiaries. (g) Publication and sale of newsletters, directory and other printed matter.

27. All funds and property of the Club shall vest in the Executive Committee as Trustees to carry out the purposes of the Club and shall not be used for any other purpose other than the objects of the Club as expressed in the Memorandum.

28. All income and expenditures shall be properly recorded and entered into the books of accounts with proper vouchers. The funds and accounts of the Club including documents related to the funds and accounts of the Club shall be maintained as per the Bylaws.

PAYMENT OF CLUB DUES

X – CLUB DUES 29. Membership fees, annual subscriptions, bills or any other charges from sales of goods and services and/or interests on the unpaid dues owed to the Club shall be treated as Club dues and shall be settled as per the Bylaws. 30. If a member fails to pay the Club dues within 90 days from its presentation as per the Bylaws the said member shall be suspended immediately without notice for further action as per Art. 17. (b).

BANK ACCOUNT

XI – BANK ACCOUNT 31. All monies received by the Club on account of admission fees or subscriptions or donations or proceeds from the sales of goods and services or any other dues shall be deposited in scheduled bank(s) in savings and/or current accounts opened in the name of the Club as decided by the Executive Committee. Such bank accounts shall be operated jointly by any two director/member of the following: (a) President. (b) Secretary General (c) Treasurer

ACCOUNTS AND AUDIT

XII – AUDIT 32. Once at least in every year the accounts of the Club shall be examined and the correctness of the Balance Sheet and the Income and Expenditure Account ascertained as per the Bylaws by one or more auditor(s) appointed by the General Body as per the procedure laid hereunder: (a) Each year at the Annual General Meeting the Primary Members shall appoint Auditor(s) to hold office until the Annual General Meeting in the following year. In case an appointment of Auditor(s) is not made as aforesaid the Government may on the application of any Primary Member appoint such Auditor(s) for the current year and fix the remuneration to be paid to him/them by the Club. (b) An office bearer or any employee of the Club or any partner or any person in the Employ of an office bearer or any employee of the Club or any person indebted to the Club shall not be eligible to be appointed as Auditor(s) of the Club.

(c) A person other than a retiring Auditor, shall not be capable of being appointed Auditor(s) at an Annual General Meeting unless notice of an intention to nominate that person to the office of Auditor(s) has been given by a Primary Member to the Secretary General not less than 14 (fourteen) days before the Meeting and the Secretary General shall send a copy of any such notice to the retiring Auditor(s) and shall give notice thereof to the Primary Members either by Advertisement or in any other mode allowed by the Articles not less than 7 (seven) days before the Meeting, provided that if after the notice of the intention to nominate a Auditor has been so given an Annual General Meeting is called for a date 14 (fourteen) days or less after the notice has been given, the notice though not given within the time required by this provision shall deemed to have been properly given for the purpose thereof and notice to be sent or given to the Secretary General may instead of being sent or

given within the time required by this provision, be sent or given at the same time as the notice of the Annual General Meeting.

(d) The Executive Committee may fill any casual vacancy in the office of Auditor, but while any such vacancy continues, other than a vacancy arising under Art. 32. (a) thereof, the surviving or continuing Auditor(s), if any, may act as Auditor(s). (e) The remuneration of the Auditor(s) shall be fixed by the General Body in the Annual General Meeting except that the remuneration of Auditor(s) appointed to fill any casual vacancy may be fixed by the Executive Committee.

33. The Auditor(s) shall be entitled to receive notice of and to attend any General Meeting of the Club at which any accounts which have been examined or reported on by him/them are to be laid before the Members and may make a statement or explanation he/they desire with respect to the accounts.

34. Every account of the Club when audited and approved by a General Meeting shall be conclusive except as regard to any error discovered therein within 90 days next after the approval thereof. Whenever any such error is discovered within that period the account shall forthwith be corrected and henceforth shall be conclusive.

MANAGEMENT

XIII – MANAGEMENT 35. The affairs of the Club shall be managed by an Executive Committee, which for the purposes of the Act shall be deemed to be the Directors of the Company and shall be elected as per Rule. 36. The Executive Committee shall consist of 19 (nineteen) Office Bearers as follows: (a) President – 1 (b) Vice Presidents – 3 (c) General Secretary – 1 (d) Joint Secretaries – 3 (d) Treasurer – 1 (e) Members – 10

The following signatories of the Memorandum and Articles of Association shall be deemed to be the Members of the first Executive Committee and they shall be for the management of the Club until an Executive Committee is elected by the General Body as per Rule. (a) Md. Atiqul Islam – President (b) Towficur Rahman, – Vice President 1 (c) M M Salehin – Vice President 2 (d) Khan Mohammed Mustapha Khalid – Vice President 3 (e) Zia Shamsi – General Secretary (f) Soheli Sattar – Joint Secretary 1 (g) Shams Almas Rahman – Joint Secretary 2 (h) Ashraf Hussain – Joint Secretary 3 (i) A H Abdul Gaffar – Treasurer (j) Syed Ferdous Anam – Member (k) Md. Monir Hossain – Member (l) Nusrat Khan – Member (m) Abdullah Hil Rakib – Member (n) Md. Munir Hossain – Member (o) Data Magfur – Member (p) Kazi A K M Shamsul Islam – Member (q) Muhammad Rafiqul Haider Bhuiyan – Member (r) Mohammad Mahboob Islam – Member (s) Sarder Saniat Hossain – Member

37. The office bearers shall be elected annually by the General Body in the Annual General Meetings as provided in Art. 58.

38. Only the Primary Members that is the Founder, Donor, Life and General Members shall be eligible for elections of the Office Bearers of the Club provided that such Members shall not be elected for more than one office in the Executive Committee and shall not hold the same office in the Executive Committee consecutively for more than 2 (two) tenures each of 1 (one) year) provided that in the first three calendar years of the commencement of business and office bearer may contest for the same post consecutively for three years.

39. An office of the Office Bearer shall be declared vacant on account of the following: (a) On expiry of the two years tenure as an office bearer or on resignation in writing. (b) If an office bearer remains outside the country for a period exceeding six (6) months and has informed the Secretary General in writing of his absence. (c) Discontinuation of membership under Art. 17. (d) Fails to attend three regular meetings of the Executive Committee consecutively without prior intimation to the Secretary General.

(e) If an office bearer refuses to accept the responsibilities assigned to him/her by the Executive Committee or fails to carry out the responsibilities assigned to him/her by the Executive Committee or fails to carry out the responsibilities for the position he/she has been elected by the General Body provided that any resolution to vacate an office bearer under this sub-clause is adopted in a special meeting of the Executive Committee with a quorum of ten (10) of the office bearers present within 30 (thirty) minutes of the time appointed for such meeting and the resolution is adopted by two-thirds majority of the office bearer present in the said meeting.

40. The existence of a vacancy in the Executive Committee shall in no way invalidate the decisions of the said Executive Committee and the several Acts thereof.

41. The Executive Committee may fill in a vacant position in the Executive Committee by co-option until the next elections of the Office Bearers when the elections for the vacant position shall be held and the tenure for such vacant position shall be for the remaining period tenable by the same position.

42. Any Member who ceases to be an office bearer under Arts. 39. (d) and (e) shall not be eligible for elections to the Executive Committee for the next three years.

43. Services of the Office Bearers shall be honorary.

44. The Executive Committee shall meet at least once in a month with a quorum of seven (7) office bearers and all decisions/resolutions shall be adopted by a simple majority, except as otherwise provided in Art. 39. (e).

45. The Executive Committee shall exercise such powers and functions as provided in Arts. 46 and 47 under Section XIV of the Articles of Association and the Bylaws.

POWERS AND FUNCTIONS OF THE EXECUTIVE COMMITTEE

XIV – THE POWERS AND FUNCTIONS OF THE EXECUTIVE COMMITTEE 46. The management of the Club shall vest in the Executive Committee and in that the Executive Committee shall exercise the following powers and functions: (a) To carry out the aims and objectives of the Club. (b) To admit Donor, Life, Ordinary, Corporate, Associate, Dependent and Temporary Members of the Club as per Rules. (c) To deal with all matters related to the general administration of the Club and the management of its facilities and services. (d) To appoint, administer, suspend, terminate, and dismiss the service of any employee on such terms and conditions as per the bylaws or as may be determined by the Executive Committee. In case of urgency the Secretary General may give temporary appointments and shall place the matter in the next regular meeting of the Executive Committee for approval. (e) To deal with any matter related to any breach of Club Rules.

(f) To commence, institute, prosecute and defend all such actions and suits on behalf of the Club as may be deemed necessary or expedient, and to compromise or submit to arbitration any action or suit or dispute or differences. (g) To deal with financial matters of routine nature as per Rules. (h) To recommend the annual budget for approval by the general body. (i) To collect, manage and disburse funds for all or any of the objects of the Club. (j) To invest such funds as may be considered over and above the immediate needs in securities permitted under Trust Act in fixed deposits or in Post Office Saving Banks or in Postal Certificates or in Government Saving Certificates as considered proper and to dispose of any fixed deposits or securities or Postal Certificates. (k) To raise funds/grants/loan with or without interest or otherwise from government, local authorities, banks or any person to fulfil the objects of the Club.

(l) To purchase, own, take on lease or otherwise acquire any land or property and/or construct or develop any building or structure for the purposes of the Club. (m) To manage, sell, lease, transfer or otherwise deal with all or any of the moveable or immovable property for the Club. (n) To give appointment to auditor(s) approved by the General Body. (o) To co-operate with any organisation having similar objects both inside and outside the country for mutual benefit of the members and their families. (p) To maintain proper books of account and prepare the audited balance sheet and the annual report for adoption in the Annual General Meeting. (q) To open and operate banking accounts, including current, saving and fixed deposit accounts, with any scheduled bank(s) or post offices. All accounts shall be in the name of the Club as per Rules.

(r) To borrow with or without interest against securities and/or deposit any sum, which may be required to augment the current account or to meet any emergency. (s) To make, accept, endorse and execute any Promissory Note(s), Bills of Exchange and other negotiable documents as may be necessary. (t) To appoint committees and/or sub-committees from among the Office Bearers and/or from Members and/or from spouses and/or children of Members of and delegate to the committees or the sub-committees or any Office Bearer or any employee or legal representative of the Club such responsibilities as may be deemed proper in accordance with the Rules.

(u) To frame and put into effect bylaws from time to time for the management, administration, election and for such purposes as are conducive (v) To vacate an Office Bearer from the Executive Committee as per Art. 39. (w) To fill in any vacant position in the Executive Committee. (x) To issue identity (ID) cards to all Members and employees of the Club. (y) To recommend amendments including additions and alteration of such rules and regulations for the approval of the General Body. (z) To convene meetings of the General Body as per Rules.

47. The Executive Committee shall be collectively responsible to the General Body for all decisions and actions taken by it during the year and shall not be required to give reasons for its decisions and actions to any individual member or any affiliated body.

POWER AND RESPONSIBILITIES OF THE OFFICE BEARERS

XV – DUTIES AND FUNCTIONS OF THE OFFICE BEARERS 48. The Office Bearers shall work under the overall direction and supervision of the Executive Committee and shall be responsible to the Executive Committee for such duties and functions as provided in the Bylaws.

NOTICE

XVI – NOTICES 49. A notice may be given to any Member as per the following procedure: (a) A notice may be given by the Company, either personally or sending it by post or Courier to him/her to his/her registered address or (if he/she has no registered address in Bangladesh) to the address, if any, within Bangladesh supplied by him to the Company for the giving of notice to him/her. In case a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved to have been effected at the time of which the letter would be delivered in the ordinary course of post.

(b) If a Member has no registered address in Bangladesh, and has not supplied to the Company an address within Bangladesh for the giving of notice to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the registered office of the Company shall be deemed to be duly given to him on the day on which the advertisement appears. (c) Notice of every General Meeting shall be given in same manner herein before to every Primary Member of the Company except those Primary Members who (having no registered address within Bangladesh) have not supplied to the Company any address within Bangladesh for the giving of notices to them. No other persons shall be entitled to receive notice of General Meeting. (d) No other members and/or persons other than Primary Members shall be entitled to receive notices of General Meetings.

GENERAL MEETING

XVII –GENERAL MEETINGS 50. The General Body is the supreme body of the Club which shall meet in the Annual General Meeting once in a year and in the Extra-ordinary General Meetings and Emergency General Meetings as and when required. It will have the powers to approve and disapprove any decisions and actions of the Executive Committee and/or of any Office Bearer and make or amend any Rules including the Bylaws.

51. The Annual General Meeting of the Club will be held by 15 December for the official year between 01 January and 31 December. The following procedure will be observed for conducting the Annual General Meeting: (a) The notice for the date, time and place shall be issued by the Secretary General at least 45 days before the actual Meeting.

(b) The following business shall be transacted in the Annual General Meeting: (1) Confirmation of the Minutes of the previous General Meetings. (2) Consideration of the Annual Report of the Executive Committee. (3) Adoption of the audited statement of accounts of previous year. (4) Adoption of the Annual Budget. (5) Appointment of auditor(s) and fixation of remuneration for auditor(s). (6) Discussion and adoption of resolution. (7) Any other business on the Agenda allowed by the Chair. (8) Holding of election of the Office Bearers.

(c) Notice of all resolution proposed to be moved by the Primary Members shall be given in writing at least 30 (thirty) days before the Annual General Meeting. (d) In preparing the Agenda for the Annual General Meeting the Executive Committee shall have the following rights: (1) To determine the order of business in the Agenda. (2) To co-ordinate into one or more resolutions, all resolutions covering the same subject wholly or in part. (3) To reject any proposal or point of order which are inconsistent with the aims and objectives of the Club or inappropriate and/or out of order. (4) To frame and introduce any resolution which may be considered necessary for consideration of the General Body.

(e) The Agenda shall be circulated by the Secretary General at least 14 (fourteen) days in advance for the Annual General Meeting. (f) All Primary Members who have cleared their Club dues at least 14 (fourteen) days before the actual date fixed for the Annual General Meeting and whose names have been published in the voters list at least 10 (ten) days before the actual date shall be eligible to attend and vote in the Annual General Meetings.

(g) Fifteen (15) primary members or five (5) percent of the primary members on the roster, whichever is higher, present and eligible to vote at the Annual General Meeting shall form the quorum and all resolution shall be adopted by a simple majority of the members present. (h) If the quorum is not present within 30 minutes from the time appointed for the Annual General Meeting the meeting shall stand adjourned to the same day, time and place in the nest week and any number of members eligible to attend and vote in such General Meetings shall form the quorum. (i) The President shall preside over the Annual General Meeting and shall be responsible for the conduct of such meeting. Any Ruling by the President in conformity with the Articles shall be binding.

(j) The President with the consent of the members present in the Annual General Meeting at which a quorum is present (and shall if so directed by the members in the meeting) adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 (ten) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting, except that 7 (seven) days notice shall be sufficient. Save as aforesaid it shall be not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

(k) Any resolution put to vote at an Annual General Meeting shall be decided in a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the President or by at least by three members, present in person; and unless a poll is so demanded, a declaration by the President that a resolution has, on a show of hands been carried unanimously, or by a particular majority, or lost and an entry to that effect in the book of the proceedings of the Meetings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the vote recorded in favour of or against that resolution, except otherwise required by Rule. (l) A poll demanded on any question, except on a question of adjournment shall be taken at such time as the President directs.

(m) On a show of hands, every member present in person shall have one vote. On a poll every member present in person shall have one vote. In case of an equality of votes, whether on show of hands or on a poll, the President presiding over the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. (n) If a poll is duly demanded, it shall be taken in such manner as the President directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

52. The Extra-ordinary General Meeting may be convened as follows: (a) The Executive Committee whenever considered necessary and expedient shall convene an Extra-ordinary General Meeting. Such meeting shall be notified and conducted in the same manner as the Annual General Meeting except that the minimum period of notice shall be twenty-one days and no other business other than that specified in the notice convening the Extra-ordinary General Meeting shall be transacted.

(b) An Extra-ordinary General Meeting may be called on a demand of not less than one-tenth members in the Register eligible to vote in the General Meeting. The Executive Committee shall, upon a requisition having been so made in writing, stating the purpose of the meeting convene an Extra-ordinary General Meeting with minimum 21 (Twenty One) days notice and the meeting shall be conducted in the same manner as the Annual General Meeting. If the Executive Committee do not proceed within 30 (thirty) days from the date of the requisition being so deposited to cause a meeting to be called, the members requisitioning, or a majority of them, may themselves call the meeting in the same manner as nearly as the meeting having been called by the Executive Committee. In either case any meeting so called shall not be later then 90 (ninety) days from the date of the requisition.

(c) The quorum for the Extra-ordinary General Meeting shall be same as the Annual General Meeting and all resolution adopted in such General Meetings shall be by a simple majority as otherwise required by Rules; except that the Extra-ordinary General Meeting requisitioned for the purpose of moving no confidence motion shall require a quorum of one-fourth of the members in the Register eligible to vote in the General Meeting and the motion for no confidence be adopted by three-fourth of the members present in the meeting. (d) If within 30 (thirty) minutes from the time appointed for an Extra-ordinary General Meeting a quorum is not present, the meeting if called upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day, time and place in the next week and any number of members present and eligible vote in the meeting shall form the quorum.

53. The Executive Committee while dealing with important matter(s) requiring immediate approval of the General Body may convene an Emergency General Meeting. Such Meeting shall be notified and conducted in the same manner as the Annual General Meeting except that the minimum period of notice shall be 14 (fourteen) days and no other business shall be transacted other than that specified in the notice convening the meeting.

CHANGE OF ARTICLES

XVIII – AMENDMENTS AND ALTERATIONS OF THE RULES AND BYLAWS 54. Any of these Articles or any other Rule or Bylaws may be amended and/or altered by the General Body in an Extra-ordinary General Meeting to be convened by the Executive Committee specifically for the purpose for which at least 21 days notice in writing shall be given with the draft of the proposed resolutions for the amendments and/or alterations along with the opinion of the Executive Committee for considerations by the General Body which shall be adopted by at least two-third majority of the Members present and eligible to vote in such Meetings.

PROCEEDING AT GENERAL MEETING

XIX – PROCEEDINGS AND THEIR EVIDENCE 55. All minutes, proceedings, decisions and resolutions of the General Meetings, the Executive Committee meetings and the meetings of the Committees and Sub-committees signed by the Secretary General or the Secretary of any such meeting and counter-signed by the President or the office bearer or any member presiding over such meeting shall be accepted as evidence of all the matters stated therein.

COMMON SEAL

XX – COMMON SEAL 56. The seal of the Club shall be used only in pursuance of the purpose of the Club. 57. The document to which the seal of the Club is affixed shall be signed on behalf of the Club jointly by the President and the Secretary General or jointly by any two Office Bearers authorised by the Executive Committee in writing.

ELECTION OF MEMBERS

XXI – ELECTIONS 58. The election of the Office Bearers shall be held at an Annual General Meeting of the Company through secret ballot to be conducted by an Election Committee as per the procedure laid down in the Bylaws. Each Primary Member shall have one vote provided his/her name is included in the voter list as per Rules. There shall be no system of proxy.

WINDING UP

59. The Company may be wound up and/or dissolved by a vote of three-fourth majority of the Primary Members present in person and eligible to vote in the Extra-ordinary General Meeting convened for the purpose with minimum 21 (twenty-one) days notice in writing. 60. Every member of the Company undertakes to contribute to the assets of the Company in the event of its being wound up during the time that he is a member, or within one year after wards, for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding one year subscription.

If upon winding up or dissolution of the Company 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 Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company as determined by the General Body at the said meeting for winding up or dissolution and in default thereof, such Judge or Court as may have or acquire jurisdiction in the matter.

MISCELLANEOUS

Delete Clause 82
XXIII – OPERATION OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION 61. All the provisions of the Companies Act 1994 (Act 18 of 1994) as applicable shall also apply to the Company. 62. The list of the office bearer to whom the management of the Company is vested shall be filed to the Office of the Registrar of Joint Stock Companies and Firms every year. 63. The foregoing Memorandum and Articles of Association containing the aims, objectives, rules and regulations of the Company shall come into operation forthwith and a copy of these Articles (incorporating all amendments) shall be sent to each Primary Member on his/her becoming a member of the Club.