Memorandum of Association
And
Rules and Regulations
Disease Management Association of India
Disease Management Association of India
Memorandum of Association
1. The name of the association is DISEASE MANAGEMENT ASSOCIATION OF INDIA.
2. The Registered office of the Association shall be situated in the State of Karnataka..
3. The Objects for which the Society is established are:
i) To promote population health improvement in India through:
a. Promoting a cost-effective, citizen-centric focus across the care continuum;
b. Convening health care stakeholders across the care continuum to share and integrate practice models for cost-effective care delivery to the masses;
c. Emphasizing the importance of both healthful behaviours and evidence- based care in preventing and managing chronic conditions;
d. Promoting cost-efficient quality standards for and definitions of key components of wellness, disease and, where appropriate, case management, and care coordination programs as well as support services and materials;
e. Identifying, researching, sharing and encouraging innovative approaches and best practices care delivery and management models;
f. Establishing consensus-based outcomes measures and demonstrating health, satisfaction, and financial improvements achieved through wellness, disease and case management, and care coordination programs;
g. Supporting delivery system models that assure appropriate care for chronic conditions and coordination among all health care providers including strategies such as the Chronic Care Model, the physician-led medical home concept, and the disease management model;
h. Encouraging the widespread adoption and interoperability of health information technologies;
i. Advocating the principles and benefits of population health improvement to public health officials, including state and central government entities;
j. Underscoring the level of commitment to population health improvement and timeframes necessary to realize the full benefits.
ii) To create an association to propagate disease management concepts and tools all over India;
iii) To collaborate with healthcare officials, patient population, pharma and related industries and the academia and act as a platform for information dissemination;
iv) To organize or promote conference, workshops, seminars, courses, tutorials and exhibitions in the area of disease management concepts and tools;
v) To organize lectures by scientists and experts and to disseminate their ideas and concept among the Indian disease management communities;
vi) To undertake specific actions that can guide national policies and programmes;
vii) To honour members of the Society and every other individual for their outstanding contribution in promoting the objectives of the Society;
viii)To publish journals. Periodicals and other publications in furtherance of the objects of the Association and for the benefit of its members; and
ix) To do all such other things as may be conducive or incidental to the attainment of any or all of the above objectives.
4. The Executive Committee
The management of the affairs, business, funds and property of the Society is entrusted to the Executive Committee of the Society. The following shall form the first Executive Committee:
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We, the undersigned, are desirous of forming a Society under the Societies Registration
Act, 1860 in pursuance of this Memorandum of Association.
We hereby subscribe to the Memorandum of Association:
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President Secretary Vice President
WITNESSES
1. [Name, address, occupation with date]
2. [Name, address, occupation with date]
RULES & REGULATIONS
OF
DISEASE MANAGEMENT ASSOCIATION OF INDIA
PART – I
DEFINITIONS
1. DEFINITIONS:
In these Rules, unless there is anything repugnant in the subject or context;
a. “Association” means the Disease Management Association of India. (DMAI)
b. “Bye-law” means Bye-law of the Association.
c. “Executive Committee” or “Governing Body” means a Committee constituted by the General Body as hereinafter provided.
d. “Member”, “President”, “Vice-President”, “Honorary Secretary” and “Honorary Treasurer” means respectively a Member, the President, the Vice- President, the Honorary Secretary, the Honorary Treasurer of the Association.
e. “Members” means a full-fledged member other than Associate or Provisional member.
f. “Membership Register” means a record of member agencies showing i) the name and address of each of the member agencies;
ii) name of their representative on the Association; and
iii) the ‘group’ and the ‘zone’ to which they belong.
g. “General Body” comprises the entire membership of the Association as shown in the Membership Register maintained by the Association.
h. “Year” means the official year of the Association beginning from 1st April and ending 31st March and the first such year shall end on 31st March, 2010
i. “Firm” means and includes a partnership firm or joint family business or other
Association of individuals.
j. “Organisation” means and includes proprietary concern, partnership concern, limited company or the like.
k. “Rules” means the Rules and Regulations of the Association. l. Words denoting the singular also denote plural and vice versa.
m. Words denoting the masculine gender also denote the feminine gender and vice versa.
PART – II
MEMBERSHIP
2. ADMISSION:
It shall be open to the Association to admit as its member any organisation, firm or company which independently functions in the areas of health care/ industry and conforms to the minimum standards of business practices and professional skills prescribed by the Association for the purpose.
3. ELIGIBILITY FOR MEMBERSHIP:
Membership of the Association shall be open only to individuals, organisations, firms or companies practicing in the area of health care/ industry.
4. PROVISIONAL MEMBERS:
Any individual, organisation, firm or companies which are operating within the territory covered by the Association and which do not fully come up to the standard of full-fledged membership may be enrolled as Provisional Members. However, the Provisional Members shall not have a right to vote at any meetings of the Association. Provisional Member must qualify for full-fledged membership within two years from the date of admission.
5. APPLICATION FOR MEMBERSHIP:
a) Those eligible and desirous of becoming members of the Association shall fill in the membership application form as may be prescribed from time to time by the Executive Committee and send it to the registered office of the Association.
b) Membership applications received would be considered by the Executive Committee in accordance with the procedure it may lay down from time to time.
c) The decision of the Executive Committee shall be final. The Executive Committee is not under any obligation of explaining the decisions on membership applications.
d) When an application for membership is rejected, the applicant is debarred from making a fresh application within six calendar months from the date of rejection of such application.
8. ENTRANCE FEES:
a) Member: A flat entrance fee as notified by General Body shall be payable by every person admitted as a member, from hereafter.
b) Provisional Member: Every Provisional Member shall pay entrance fee as notified by General Body. On his being admitted as a member, he shall pay further entrance fee of as notified by General Body.
9. CHANGES IN MEMBERSHIP SUBSCRIPTION:
Changes in Membership groups and subscriptions can be made as hereinafter provided.
On the recommendation of the Executive Committee, the General Body may from time to time consider revision of membership groups and subscription fee payable by the members. Such variation in groups and subscription fee payable shall be binding on all members provided they are adopted by a majority of at least one third of the total membership of the Association.
10. FINANCIAL YEAR:
Henceforth the financial year of the Association shall be calculated from 1st April to 31st
March, and the first such year will end on 31st of March, 2010
11. TIME LIMIT FOR PAYING SUBSCRIPTION FEE:
A member shall pay his subscription fee before the last date of February every year, failing which he will be given one month’s notice for payment of annual subscription fee.
12. TERMINATION OF MEMBERSHIP ON FAILURE TO PAY SUBSCRIPTION:
Membership of a member who is in arrears of subscription after the expiry of the notice period shall be deemed to have been automatically terminated. But the member concerned shall continue to be liable for payment of subscription for the year. In the event of the Association being wound up within a period of one year from the date of such termination, he shall continue to be liable in terms of Clause 63(b) hereof.
If the member, however, pays the arrears of subscription fee after one month of expiry of the notice period, the Executive Committee may, if it thinks that the case needs sympathetic consideration, waive the “automatic termination” clause and allow the member to continue as a member of the Association with the proviso that for the current year the member will not be eligible for election at the immediate next Annual General Meeting.
Any member so admitted as a member during the latter half of the financial year (i.e. between 1st October and 31st March) shall pay half the yearly subscription.
13. PRIVILEGES OF MEMBERS:
Each member of the Association shall be entitled:
i. to one vote only which can be exercised at all meetings of the Association or its committees where he serves as a member;
ii. to attend and to participate in decisions, act and vote at all the meetings of the
General Body of the Association; and
[Explanation: Each member shall nominate its representative on the Association. He shall vote for his member. If he is unable to attend a meeting he may participate and vote through a proxy duly notified as hereinafter provided].
iii. to obtain gratis all free publications of the Association.
14. MEMBERSHIP IS NON-TRANSFERABLE:
If a member merges into a non-member firm, company etc. its membership shall be deemed to have been terminated from the date of merger and not vice versa.
15. CHANGE IN NAME OR CONSTITUTION OF MEMBERS:
a. A firm or company shall not cease to be a member by reason of a change in the constitution of such firm or company occasioned by the admission, death or retirement of a partner or director, provided the business of the firm or company is continued by such firm or company.
b. A member shall cease to be a member in the event of major changes in its constitution or control, which may enable any third party/ies to exert undue control on the member, by acquiring financial interest in a member.
c. A firm or company ceasing to be a member as a result of clause (b) hereinabove, shall continue to be liable for the subscription for the year in which the change stipulated in clause (b) hereinabove, have been intimated to the Association unless the firm/company concerned gives to the Association a clear three months’ notice prior to the closing of the Association’s year (viz. March 31) signifying its intention to resign the membership of the Association.
16. RESIGNATION:
a. A member desirous of resigning from the membership of the Association shall do so by giving three calendar months’ notice in writing to the Secretary and upon the expiration of the notice period such member shall cease to be a member.
b. In case the notice period runs into the new year of the Association commencing from
1st April he will be liable to pay full subscription for the new year and shall continue to be liable as provided in Clause 63(b) hereof should the Association be wound up within a period of one year from the date of termination of the membership.
17. DISQUALIFICATION FOR MEMBERSHIP:
a. A member shall cease to be a member by reason of:
i. being expelled by the General Body, ii. being adjudged insolvent,
iii. winding up of the society voluntarily or under orders passed by a Court or other
competent authority.
When a member is disqualified for membership, his/ its representative shall also be automatically and instantaneously be deemed to have ceased to hold any office of the Association or represent the Association or any other body.
18. MEMBERSHIP REGISTER:
a) The Secretary of the Association shall maintain a Membership Register showing –
i. Name, address and occupation of every member; and
ii. Name, address and occupation of member’s representative in the Association.
b) All communications emanating from the Association, including notices of meetings, shall be addressed to the member’s representative and such communication sent by email and/or courier and/or fax as well as under Certificate of Posting on the address recorded in the membership register, shall be deemed to have been received by the member concerned and no complaint of non-receipt will vitiate the decision taken and/or course of action adopted by the Executive Committee or the General Body as the case may be. Such decisions or actions shall be binding on the member concerned.
c) A director, partner or proprietor or any executive of a member will be qualified to represent the member in the Association provided due notice in writing of such representation is given to the Association.
d) Any change in address or in the name of the member’s representative shall be at once notified to the Secretary by Registered Post, to enable him to maintain the Register up to date. The Secretary shall acknowledge such letter and confirm the action taken.
e) Accidental omission or non-receipt of a notice or voting paper or any other communication from the Association shall not vitiate the proceedings of the meeting of the Association.
19. SUSPENSION OR EXPULSION:
If the Executive Committee feels that any member is guilty of violating the provision of this Bye-Law, the Executive Committee shall have the power to make due enquiries. If after making due enquiries and considering such explanation as the member concerned may wish to offer, the Executive Committee is satisfied that it is necessary in the interest of the Association to suspend or expel that member from the Association, on the ground that he is otherwise guilty of conduct prejudicial to the interest of the Association, the Executive Committee shall pass a resolution to that effect.
The Executive Committee shall thereafter circulate to all members a copy of its resolution together with its report on the enquiry made into the matter and shall convene an emergency meeting of the General Body within six weeks of such circulation for the purpose of
considering the matter. If at such a meeting of the General Body, the resolution of the Executive Committee suspending or expelling the member is ratified by the majority of not less than 2/3rds of the members present and voting, such member shall be suspended or expelled as the case may be.
PART – III
PRESIDENT
20. PRESIDENT:
The organizational head of the Association shall be the President who shall be elected by the General Body as per the election procedure laid down in Appendix “A” from amongst those whose names appear on the Membership Register as persons entitled to act and vote as the representative of their respective organization and are entitled to be elected as office bearers. If, for any reason, the office of the President falls vacant it shall be filled in through election within two months from the date it fell vacant.
21. TENURE: Three years The President shall hold office for three years . The President, unless he resigns or is removed from his office by a vote of no confidence passed at any meeting of the General Body by the majority of not less than 2/3rds of the membership of the Association, shall continue to hold the office even if all the members of the Committee jointly or severally resign or even when the Executive Committee is dissolved by a vote of no confidence by the General Body.
22. POWER AND FUNCTIONS:
a) The President, along with the Executive Committee, shall guide the activities, business and affairs of the Association so as to best promote the objectives of the Association and the larger interest of the profession.
b) He shall represent the Association before all agencies, government or any other body and act and sign on behalf of the Association in all matters concerning the business of the Association in accordance with such directives as may be given by the Executive Committee and/or the General Body.
c) The President, if present, shall preside at all meetings of General Body and
Executive Committee held during the term of his office.
d) The President shall have no vote except a casting vote at meetings of the General
Body and the Executive Committee.
PART – IV
GENERAL BODY
23. GENERAL BODY:
a) The General Body shall be the supreme authority on all matters concerning the
Association.
b) The General Body may give directions from time to time to the Executive Committee on the policy of the Association and the management of the Association’s funds, and/or any matter pertaining to the business and affairs of the Association.
c) If it is found by the Executive Committee that the provision of the Rules and Regulations do not cover a particular situation, the Executive Committee shall take a decision and refer it to the General Body. Such decision of the Executive Committee when ratified by 2/3rds majority of the membership of the Association shall be valid as if it was part of the Rules and Regulations of the Association, but of such changes where 75 per cent majority is necessary, (i.e. for such changes as mentioned in the Rules and Regulations of the Association which require 75 per cent majority) it will have to be ratified by not less than 75 per cent of the Association to make such decision valid and binding.
24. MEETINGS:
a) Annual General Body Meeting
The General Body shall meet latest by the end of December of every year at a time and place as fixed by the Executive Committee. The following business shall be transacted at such a meeting called ‘The Annual General Body Meeting’.
i. to receive and adopt the Annual Report of the Executive Committee of the
Association.
ii. to receive and adopt audited statement of accounts. iii. to elect members to the Executive Committee.
iv. to elect the Vice-President from amongst the elected members of the Executive
Committee.
v. to consider such other subjects as are included in Agenda and as are brought before the meeting with the permission of the Chair.
b) Twenty one days prior notice of every Annual General Body Meeting shall be given in writing to all the members.
c) Ordinary Meetings
Whenever felt necessary, the Executive Committee will convene Ordinary Meeting of the General Body by giving 21 days prior notice in writing to all the members. Such meeting may be called after giving a shorter notice if consent is accorded thereto by 2/3rd of the members entitled to vote.
d) Emergency Meeting
If the President or in his absence, the Vice-President or the Executive Committee deems it expedient that an emergency meeting of the General Body be convened to decide upon an urgent and/or important matter, concerning the business and affairs of the Association or affecting the overall interests of the organization, the President or Vice-President or the Committee as the case may be, shall have the power to convene an “Emergency Meeting” of the General Body and for such meeting 10 days notice shall be given in writing to all the members of the Association.
e) Special Meeting
Should the President’s office and/or the Vice-President’s office fall vacant and if at the same time the Executive Committee has been dissolved or if the majority of the members of the Executive Committee have resigned, the remaining members of the Executive Committee or the Secretary along with any five members of the Association shall jointly have the power to convene a special meeting of the General Body for filling the vacancies. No other business shall be transacted at such a special meeting which shall be convened at 21 days notice in writing to all members of the Association.
25. QUORUM:
a.) At any meeting of the General Body except the above referred Special Meeting, the quorum shall be constituted if 1/3rd of the total members of the Association are represented at such meeting; and
b.) If, at the appointed time for the meeting the prescribed quorum is not present, then the meeting shall be adjourned for half an hour. If, within the half an hour period, the required quorum is not present, then the adjourned meeting shall be conducted with the members present who shall be competent to transact all business included in the agenda of the said meeting.
26. PROXY:
a) Every member is entitled to attend and participate, vote and be voted in the meetings either in person or through proxy duly notified to the Secretary. Proxy in such cases shall be an employee of the member or a member of the Association; and
b) A member who is represented by a proxy shall be deemed to be present at the meetings of the General Body for the purposes of quorum and of counting of votes.
27. AGENDA:
The Agenda for every meeting of the General Body shall be circulated along with the notice convening the meeting.
28. RESOLUTIONS:
a) No resolution purporting to lay down a policy on any of the following matters shall be binding on all the members of the Association unless such a resolution has received the support of not less than 2/3rd of the total membership of the Association.
i. Matters pertaining to the standards of business practice and professional skills to which the members are expected to conform:
ii. Mattes pertaining to the relationship between healthcare officials, patient population, pharma and related industries and suppliers; and
iii. Matters or projects involving the Association in Capital expenditure or borrowing exceeding Rs.10,00,000/-.
b) All other resolutions not requiring special majority shall be deemed to have been passed by a simple majority by show of hands unless demanded otherwise by at least 1/3rd of the members present at the meeting.
PART – V
EXECUTIVE COMMITTEE
32. EXECUTIVE COMMITTEE:
The affairs, business and funds of the Association shall be managed by the Executive
Committee in accordance with the direction given by the General Body from time to time.
33. RETIREMENT
Executive Committee will be elected afresh every three years on or before December 31 or such other date as may be determined by the present Executive Committee but not later than [Insert date]. Those retiring Executive Committee members shall be eligible for re- election.
34. MEETINGS:
The Executive Committee will meet, as far as possible, once in every three months or as often and in such places as are considered necessary and convenient for transacting the business and affairs of the Association. Provided that the Executive Committee shall meet at least four times during a year.
Incase any member fails to attend any two consecutive meetings of the Executive Committee without proper or valid reason, the Executive Committee may, by a majority vote of 2/3rd of the Executive Committee present, declare the seat of the absentee member vacant and appoint any other member to take his/its place in the Executive Committee.
35. POWERS:
General Powers:
The Executive Committee shall, subject to the direction of the General Body and the
provision of these Rules, exercise all such powers and do all such acts and things as the
Association is by law or by these Rules or otherwise authorised to exercise or do.
Special Powers:
In furtherance of and without prejudice to the General Powers conferred by or implied in the last preceding sub-clause (a), and all other powers conferred by those present, it is hereby expressly declared that the Executive Committee shall be entrusted with and may exercise and perform the following powers and rules :
a) To co-operate with any other individual and to subscribe to, to become a member of and to co-operate with any other association, whether incorporated or not, whose objects are altogether or in part similar to those of this Association and to procure from or to communicate to any such individual or association, such information as may be likely to further the objects of this Association;
b) To collect subscriptions and other payments from members and to borrow or raise moneys required for the purpose of the Association upon such terms and in such manner and upon such securities as may be determined and generally to obtain moneys for the projects of the Association in any lawful manner and to invest, apply or deal with the same in such manner as may be considered most desirable for giving effect to such objects;
c) To accept any bequest, devise, gift or donation whatsoever (whether of money or of property of any description) and to apply the same or the proceeds of sale or realisation thereof for the purpose of the Association or to invest the same or such proceeds and apply the income arising therefrom for any of the purposes of the Association;
d) To acquire by gift or donation and to purchase, take on a lease or otherwise, lands and other property movable and immovable, which the Association for the purpose thereof may from time to time think proper to acquire;
e) To sell, prove, manage, develop, exchange, lease or let, underlease, sub-let, mortgage, dispose off, turn to account, or otherwise deal with all or any part of the property of the Association with the previous consent of the General Body;
f) To appoint representatives of the Association for serving on any Committee, Governmental or otherwise on which the Association has been invited to be represented or to act for the Association for any other specific purpose;
g) To appoint such sub-committees as the Executive Committee may deem it advisable for the purpose of assisting the Executive Committee in its work and to invite any member of the Association, not being a member of the Executive Committee to serve on any such sub-committees and to consult any authority if, for any special reasons, such a course may seem to be advisable;
h) To invite any member of the Association, not being a member of the Executive Committee to be present at any meeting of the Executive Committee and participate in its deliberations provided however, that the member so invited shall not have the right to vote in such meeting of the Executive Committee;
i) To appoint lawyer, solicitors and other professional persons to the Association and to consult them whenever the Executive Committee deems it expedient to do so;
j) To commence, institute, prosecute and defend all such actions and suits as the Executive Committee may deem it necessary or expedient on behalf of the Association to comprise or submit to arbitration the same as they may think best;
k) To enter into all negotiations and contracts and to receive and vary all such contracts and to do all such acts and deeds and things in the name and on behalf of the Association as may be necessary for the furtherance of the objects of the Association or the decision of the General Body;
l) To open banking accounts and decide the conditions under which such accounts shall be operated;
m) To engage and dismiss the Secretary and other officers and employees of the Association and to determine their respective powers and duties and to fix their wages and remuneration and terms of employment;
n) To manage the funds of the Association and to exercise all relative powers in accordance with the provision hereinafter contained;
o) To put a defaulting member on ‘notice’ whereupon the member concerned shall cease to be entitled to the privileges of the membership of the Association unless and until the Executive Committee has withdrawn the ‘notice’.
36. RESOLUTIONS:
All matters before the Executive Committee at any meeting thereof will be decided by a majority of votes of members of the Committee present in person or by proxy at the meeting.
The President may, at any time when the Executive Committee is not in session, refer to the members thereof any resolutions in writing, for their approval. If, on such reference, all members of the Committee sign on such resolution in approval of the same, the resolution shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly called and constituted.
37. NOTICE FOR ORDINARY MEETING:
a) The President or in his absence the Vice-President shall fix the date and place of the Ordinary Meeting of the Executive Committee at 10 days notice in writing to the members of the Executive Committee;
b) The Notice period shall commence from the date next to the date of posting the notice of the meeting;
c) All such notices of Executive Committee Meetings may be sent out by email and/or fax and/or courier; and
d) granting of the proxy must be notified to the Secretariat in the form prescribed
.
38. URGENT MEETING:
The President may, at his discretion, convene an Urgent Meeting of the Executive Committee at 5 days notice. Intimation of such meetings shall be sent telegraphically and/or by email and/or courier and/or fax’ and any decisions taken at such meetings will not valid unless they are approved by 2/3rdmajority of the members present.
39. QUORUM:
a. Any four members of the Executive Committee and the President or in the absence of the President, any five members of the Executive Committee shall constitute a quorum for Ordinary Meeting of the Executive Committee consisting of more than
11 members otherwise 50 per cent of the members of the Executive Committee
present at the meeting shall form quorum.
b. A meeting of the Executive Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions, conferred on it by or under the Rules and Regulations.
<<There is no specific reference of quorum for the meeting in Act or related rules; therefore, it is advisable to specify number of person constituting quorum for sake of clarity>>
40. PROXIES:
A member of the Executive Committee shall be entitled to nominate as his proxy any other member of the Executive Committee only. Granting of the proxy must be notified to the Secretary in the form prescribed.
A member of the Executive Committee who is represented by a proxy shall be deemed to be present for the purpose of quorum and counting of votes at the meetings.
41. MINUTES:
The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. Confirmed Minutes shall be prima facie proof of the facts mentioned therein.
42. REPORTS:
The Executive Committee shall submit reports on the activities and funds of the Association to the General Body as often as the latter may deem necessary.
Prior to each Annual General Body Meeting, the Executive Committee shall prepare a report of the proceedings of Association during the year prior to such meeting and shall cause the same to be printed or cyclostyled and shall send at least one copy thereof to each member of the Association, not less than 14 days prior to the date fixed for the said Annual General Body Meeting. The Executive Committee may also if they deem fit to do so, send any one or more copies of the said Annual Report to any individual or corporation or association to whom or to which they may deem desirable in the interest of the Association to send the same.
PART – VI
VICE-PRESIDENT
43. VICE-PRESIDENT:
The Association shall have a Vice-President who shall be elected by the General Body from amongst the elected members of the Executive Committee. The elections shall be by ballot.
He shall act as President whenever the President’s office falls vacant or whenever the
President for reasons such as ill health, overseas tours, etc. is unable to discharge his duties.
44. FUNCTION:
a) In the absence of the President, the Vice-President shall preside at all meetings of the
Executive Committee and the General Body.
b) If at any meeting of the Executive Committee the Vice-President presides, he shall be entitled to exercise his vote as a member of the Committee but he shall have no casting vote.
c) If at any meeting of the General Body, the Vice-President presides, he shall have only a casting vote and he shall not be entitled to represent the member concerned, and the member whom he represents shall be entitled to have another representative with power to vote at such meeting.
45. TENURE:
The Vice-President shall hold office until the next annual election or his removal from office by a vote of no confidence passed by a majority of not less than 2/3rd of total membership of the Association or until his resignation from office or until he ceases to be entitled to act or vote on behalf of the member of the Association whichever is earlier.
PART - VII
TREASURER
46. TREASURER:
The Association shall have a Treasurer. The Treasurer shall be elected by the Executive Committee from among its members on the recommendation of the General Body at a meeting of the Executive Committee immediately following the Association’s Annual General Body Meeting.
47. FUNCTIONS:
The Treasurer shall have an overall responsibility of managing the Association’s finance under the supervision and guidance from time to time by the Executive Committee and the General Body.
In performing this function the Treasurer will be assisted by the Secretariat headed by the
Association’s Secretary.
48. TENURE:
The Treasurer shall hold office until the next annual election or his removal from office by a vote of no confidence passed by a majority of not less than 2/3rd of total membership of the Executive Committee or until his resignation from office or until he ceases to be entitled to act or vote on behalf of a member of the Association, whichever is earlier.
The Treasurer may resign his office by communicating to the President through a letter his intention to resign. Such a resignation will be effective when it is endorsed by the Executive Committee by a simple majority.
Provided further that in the event of a Treasurer’s resignation becoming effective subsequent to his election as a Treasurer, the Executive Committee shall nominate another Treasurer from amongst its members and the Treasurer so elected shall hold office until the next annual election.
Further provided that the mere resignation of the Treasurer of his office shall not in any way affect his status as a member of the Executive Committee.
PART – VIII
SECRETARY
49. SECRETARY:
The Association shall have a Secretary who shall be appointed and whose remuneration and terms of employment shall be fixed by the Executive Committee.
50. FUNCTIONS
a) This Secretary shall devote himself or herself entirely to the business and affairs of the association except in cases where he or she has received special permission of the Executive Committee.
b) He or she shall have charge of all correspondence and shall give an account of the funds of the Association and of the funds connected with or in any way controlled by the Association.
c) He or she shall have the care of the rooms, furniture, library, pictures and all documents and other articles belonging to the Association, he or she shall give notice, as desired by the President or Vice-President, of all meetings of the Association, of the Executive Committee and any sub-committee appointed by the Association.
d) He or she shall duly notify the members, of their elections and collect all dues from members, prepare the Annual Report of the Association and of all committees of the Association under the guidance of the President and the Executive Committee and, generally shall perform all such duties as are incidental to his or her office acting under the orders of the President and the Executive Committee on all matters appertaining to his or her office.
51. MINUTES:
Minutes of all proceedings of the General Body, Executive Committee and all sub- committees of the Association shall be entered or caused to be entered regularly by the Secretary in appropriate Minute Books. Any such Minutes of any proceedings so entered in the appropriate Minute Books, if purporting to be signed by the President of the Meeting concerned or by the President or the President of the succeeding meeting of the General Body, and Executive Committee or sub-committee as the case may be shall be the prima facie proof of the facts stated therein. All Minute Books of the Association shall be open for inspection to any member of the Association at any reasonable time at the office of the Association.64. DISPUTE RESOLUTION
In the event of any claim, cross-claim or disagreement among the members arising out of, whether pertaining to the interpretation or any of the terms of the by-laws or for any other matter (“Dispute”), any member may inform the President and the Executive Committee of such Dispute by notice in writing of the fact of such Dispute (“Dispute Notice”). On receipt of such notice, the President of the Association, with the Executive Committee as observers, shall make best efforts to settle the Dispute amicably by acting as the Conciliator.
If the Dispute cannot be resolved within 30 (days) of referring the matter to conciliation, such Dispute shall be referred to arbitration in accordance with The Arbitration and Conciliation Act, 1996 as in force at the time of reference of the dispute to arbitration and shall be held in Bangalore. The Parties shall appoint a sole arbitrator in accordance with the
Rules. All arbitration proceedings shall be conducted in the English language. To the extent permitted by law and the arbitration award shall be final and binding on all Parties.
65. APPLICABLE LAW
This Bye-law has been made in and shall be governed by the laws of India.
66. JURISDICTION
Subject to the provisions of Clause 64 above, any action to enforce, arising out of, or relating in any way to, any of the provisions of this Bye-law may be brought and prosecuted in courts located in Bangalore, India; and the Parties consent to the exclusive jurisdiction of courts located in Bangalore, India and to service of process by registered mail, return receipt requested, or by any other manner provided by law.
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2. [Name, address, occupation with date]
Place: Bangalore
Dated: [Insert date]
APPENDIX “A”
BYE-LAW
ELECTION RULES
1. Every member shall have one vote for the purpose of any election. Such vote can be exercised at the meetings of the Association through nominated representative or proxy.
2. Every member shall communicate to the Secretary the name of its representative on the Association. All communications will be addressed to such representative only. If he is unable to attend any meeting he shall be entitled to nominate proxy who can attend, participate and vote on his behalf.
3. Those whose names appear on the membership register as representatives are eligible for being elected as the office bearers of the Association.
4. All elections of the office bearers of the Association shall be by ballot in case of contest.
5. If there is only one nomination, such nominee will be declared elected unopposed.
6. Members will case their votes by marking ‘X’ on the voting papers which would be provided to them from time to time.
7. The results of any election would be announced on the basis of the highest number of votes polled.
8. For the purpose of every election, the Secretary shall prepare and circulate to all the members an Electoral Roll of the Association giving therein:
i. names and addresses of members;
ii. names of their representatives on the Association;
9. Every member of the Association shall have right to change its representatives at any time during the year by sending a letter to that effect to the Secretary.
10. If such a change is notified after the Secretary has posted circular letter inviting nomination/s for any particular election the new representative/s shall not be
eligible for contesting that particular election for which nominations have already been invited.
11. The Executive Committee shall appoint at least two Scrutineers as early as possible and at least before the time of elections.
12. If at any time the majority of the members of the Executive Committee have resigned or have been removed from the office by a vote of no confidence, the remaining Committee members shall have the powers to appoint a Scrutineer.
13. If for one reason or the other the entire Executive Committee is dissolved prior to the appointment of a Scrutineer, the President shall have the power to appoint a Scrutineer. The Secretary will then invite nominations by giving at least 10 days notice in writing. The notice period shall commence from the date of posting the letters inviting nominations.
[EXPLANATION: If a circular letter inviting nominations is posted at any time on the 1st, then the notice period shall expire on the 12th evening when the office closes; if the 12th happens to be a holiday or is later on declared as a holiday then the notice period will terminate on the 13th morning at 10:00 a.m., i.e. the time at which the office opens].
14. The nomination form may be considered invalid if:
• the nomination form is not complete in all respects;
• a person either proposes or seconds his nomination; and
• specific instructions given in writing in regard to completion of nomination form not adhered to.
15. However, the Executive Committee or the Scrutineers will have the power to unanimously overlook the technical deficiency/ies which does/do not affect the spirit in sending nominations. On receipt of the report on the nominations received, the Secretary, as far as possible, will inform all the candidates regarding their nomination.
16. If any of the persons nominated desires to withdraw his name he may do so by writing a letter to the Secretary. If it happens that at a particular election all the nominees withdraw, then the Secretary, acting on the directive of the Executive Committee shall invite fresh nominations.
17. Ten days notice will be given for sending votes.
18. Accidental omission or non-receipt of a notice or voting paper shall not vitiate the election either fully or in part.
19. All communications regarding the election shall be sent under Certificate of
Posting.
20. If for a particular office only one person is nominated and if such a person is willing to accept the office, the Scrutineers shall declare such a person unanimously elected.
21. If for a particular election no nominations are received or all the persons nominated have withdrawn or if the Executive Committee unanimously deems it advisable to invite fresh nominations, the Secretary shall proceed to invite fresh nominations at seven days notice. If it so happens that when fresh nominations are invited, the number of days intervening between the date of election and the date of inviting fresh nominations are not enough to give sufficient notice period as stipulated earlier, the Executive Committee may decide to reduce the notice period of voting upto 7 days only.
22. If for one reason or the other no nomination is received for a particular seat on the Executive Committee, that particular seat shall not be filled by election. This will not vitiate the constitution of the remaining Executive Committee which may either co-opt someone or keep the seat vacant.
23. For any unforeseen situation the Executive Committee or the Scrutineer may take a decision and such decision shall be binding for that year.
24. For the purpose of electing the Executive Committee, the President, the Vice- President, voting papers must be deposited in the ballot box before the hour fixed for the commencement of the Annual General Body Meeting.
25. A member who is in arrears of subscription as on 1st April and/or a member who is in arrears to the Association will not be eligible to exercise his right of vote or be voted for, nor will such members be eligible to participate in the affairs of the Association.
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Dated: [Insert date]
