Help Desk Service is a voluntary work project for the welfare of the people. Many private, voluntary, social welfare, company, cooperative society, NGOs, organizations in Bangladesh are run on the initiative of like-minded social workers. Committed to health care and family planning, legal aid, mother and child care. There are many experiences. All staff are experienced in performing their duties and responsibilities perfectly. There is an executive committee and a general committee. The Executive Director of the Executive Committee is responsible for the overall management of "Human Health Care". Decentralized participation in the implementation of the program takes participatory management measures. The Executive Committee selects companies, co-operative societies, NGOs, organizations to formulate policies and implement programs. Appropriate for the implementation and management of the overall program led by all the policies of the Executive Committee. The management of each level is advised and encouraged to adopt creative solutions. The authorities of their respective organizations conduct "Human Health Care" activities through the initiative, independence and participation of their employees.
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MEMORANDUM OF ASSOCIATION
&
RULES & REGULATIONS OF SOCIETY FOUNDATION AND TRUST
THE SOCIETY REGISTRATION ACT, 1860
(ACT XXI OF 1860)
MEMORANDUM OF ASSOCIATION
OF
I) The name of the Foundation is ………………………………………………………..........................................................................…………..
II) The Registered Office of the Foundation shall be situated at Office:
III) Nature of the Foundation : It is a non-profitable , non-government , non-political, voluntary and charitable Foundation.
(2) Area of operation : The area of operation of the Foundation ........................................... Chapters of the society may be established with the permission and following procedure to be established by the central executive committee of the Foundation.
III) Objects of the Foundation : The objects for which the Society is established are all or any of the following "All the objects mentioned hereunder will be implemented after obtaining necessary permission from the government / concerned authority or competent authority and the objects contrary to the provision of section 20 of the Societies Registration Act shall be treated as ineffective .
Income :
IV) The income and property of the Foundation whatsoever derived shall be applied solely towards the promotion of the objectives and the purposes of the Foundation as set forth in this memorandum and on portion hereof shall be paid or transferred directly or indirectly by way of dividend , bonus salary, pocket money, honorary or otherwise howsoever by way of profit to the persons who at any time are or have members of the Foundation .
1) Fund Mobilization and Utilization :-
Accept donations, cash or kind , from any person , institution , or companies from home or abroad use the same towards the promotion and maintenance of the objectives of the Society and create & provide funds to apply the same as the Society may deem expedient for the fulfillment of its objectives , provided that the Society shall not receive any foreign donation without undergoing the formalities as laid down in the Foreign Donation (Voluntary Activities ) Regulations Ordinance ( Ordinance No . XLVI of 1978) and the Foreign Contributions (Regulation)Ordinance (Ordinance No. XXXI of 1982) as amended from time to time. But accepting loans or grants from domestic sources is not required of approval from government.
VI) Dissolution or Winding up :-
If upon the winding up or dissolution of the Foundation, there shall remain any assets after liquidation all its debts and liabilities , shall not be paid to or distributed among the members of the Foundation, the same shall be given or transferred to or applied to some other Society , to be determined by the 3/5th majority of the members of the Foundation.
The Name and designation of the First Executive
Committee of the Foundation is given below: -
Executive Committee:
1. ……………................................................………………… to ……………......................................………………………. 7
We, the several persons, whose names, addresses and particulars are given below, are desirous of being formed into a Foundation pursuant to the Memorandum of Association:
|
SI. No |
Name and Address of the Member |
Designation |
Signature |
Photo |
|
1. |
Name : Father’s Name: Mother’s Name: Date of Birth : Address: Phone No: E-Mail ID : NID No : Tin No: Profession : Nationality: |
Chairman |
|
|
SOCIETY REGISTRATION ACT, 1860
(ACT XXI OF 1860)
RULES AND REGULATIONS
OF
c). Office means the registered office for the time being of the Foundation.
d). Government means Government of the People's Republic of Bangladesh.
e) Member means a member of the Society whose name appears or to be appeared in the Register in the Register of the Members.
f). Month means English calendar month.
g). Seal means the Common Seal of the Foundation.
h). General meeting means a General Meeting of The Foundation.
i). Ordinary general Meeting and Extra - ordinary general meeting shall means the annual general meeting and Extra ordinary meeting of the members.
j). Rules names any rules, regulations, by - laws procedures framed by general members for the proper function of the Foundation
k). Proxy means an attorney duly constituted or appointed under an instrument of proxy, power or other authority in writings.
l). In Writing and Written include printing, lithography or any other modes of representing or reproducing words in visible form.
m) Institute, conduct, defend or compromise legal proceedings by organize the Society or its office bearers in respect of matters affecting the Foundation.
n) Make rules and regulations or by-laws not inconsistent with the law, or with the memorandum of the Society for the proper administration of the Society and all its institution and projects.
o) Do all such other lawful acts, matters, deed and things as are incidental or conductive to the attainment of the objectives.
** In the matter of determination of any dispute regarding the Memorandum of Association and Rules and Regulations of the Society, the decision of the Executive Committee shall be final.
Membership :-
2. The membership of the Foundation shall consist of four Levels: -
General Members: - Such individuals who may be admitted from time to time and whose names entered in the register of Members including such individuals who sign the Memorandum of Association of the Foundation shall be considered as General Members. Each General Members shall pay an entrance fee of ……………. General Membership of the Society shall be limited to persons including founder members and would be admitted by the Executive Committee (from amongst the citizens of Bangladesh) who, in the opinion of the Executive Committee are abide by the memorandum of association and rules and regulation of the Foundation and capable of being contributing substantially to the promotion of the objectives of the Foundation.
3. Each General Member; student members shall pay annual subscription of ……………. and service holders or any other professionals shall pay annual subscription of Taka …………..........................................................................................….
Associate Members :-
4. Individuals or Associations or Groups committed to development may be included by the Executive Committee shall be the Associate Member without the right to vote. The Associate Member shall be requested to pay an admission fee of Taka …………….
Founder Members :-
5. The Founder members of the Foundation shall be the persons who are signatories to the Memorandum of association of the Foundation on the data of the registration of the Foundation.
Life Members :-
6. Any person who will be interested in the activities of the Foundation and not hindered by law or the constitution of the Foundation may be enrolled as Life Member on payment of a maximum donation of Taka ………...........................................…….
Patrons :--
7. Individuals of excellence of their own or Association or Foundation or bodies or persons of eminent position may be included by the Executive Committee without voting right.
8. Each General Members of the Foundation shall be entitled to one vote.
9. No member of the Foundation whose subscription dues are in arrears shall be entitled to vote.
10. Any member failing to pay the arrears due for two consecutive years shall lose his/her membership. S/he duly declared to be incompetent to contract or debarred from membership by any court of law and also s/he is guilty in the opinion of the Executive Committee by three-fourth (3/4) majority, of improper conduct or on refusal to comply with or violation of any of the Rules and Regulations or bye-laws of the Foundation.
11. The amount to the credit of any special fund shall be used by the Executive Committee only for the specific purpose therein mentioned and not otherwise.
Management: -
12. The affairs of the Foundation shall be managed by an Executive Committee, which shall have the responsibility to determine the direction and scope at the activities of the Foundation.
13. The election of the Executive Committee shall be determined by the majority votes of the General Members.
14. The Executive Committee shall have power to co-opt members if any when they consider desirable.
15. The Executive Committee or Chairman and Sectary General shall exercise full management and financial control of the Foundation.
16. Duration of the Executive Committee shall be for ……....................................................................................................................……….
Chairman: -
17. The Chairman shall manage all activities of the Foundation. The Chairman shall be the Secretary General of the Foundation without any security of advance money The Executive Committee from amongst its Members will elect him. He/she will advice and extend his / her efforts for overall activities and internal management of the Foundation.
18. The Chairman of the Foundation shall be elected by the General Body at its Annual General Meeting from among its members and shall hold office until the election of his / her successors but shall be eligible for re-election.
19. The General body will elect from among its members another person who will act as Chairman of the Foundation if a vacancy occurs in the office of the Chairman or if the Chairman is unable to discharge the functions of his / her office on account of absence, illness or any other cause, until a Chairman is elected at the next Annual General Meeting or until the Chairman resumes the functions of his /her office as the cause may be.
20. The Executive Committee shall elect one of its members to the Vice- Chairman. In the absence of the Chairman, the Vice- Chairman will perform the function of the Chairman and will also perform all such duties as may be delegated to him/her by the Executive Committee from time to time
21. Where a casual vacancy occurs in the office of the Vice- Chairman, the Executive Committee shall elect a Vice- Chairman as soon as possible.
Executive Director:
22. If any members of the Executive Committee is employed full time else were, he/she may get remuneration / honorarium as decided by the Secretary General
23. Any members of the Executive Committee cannot remove / complain against the Secretary General or Chairman. In that case General meeting is mandatory.
24. If any member(s) engage in any anti-social activities, the Executive Committee may remove him but it must be regularized in the next Annual General Meeting.
25. He / she shall keep minutes of all proceedings of the meeting of the Executive Committee and the Foundation. He/ she will prepare and submit all materials of books of accounts including the proceedings of the General and Executive Committee meetings. He / she will provide for the safe custody of the ''seal'' and other official records, files, documents and papers.
26. All other duties and functions that may be assigned to him / her by the Executive Committee from time to time.
Finance Secretary :
27. Shall be the custodian of all financial expenditure of the Management Committee as well a the funds allocated to the
managing Committee.
28. Shall be responsible for keeping up-to-date accounts of the Foundation. Shall place budget and
audited report to the AGM.
29 The Finance may keep up to five thousand taka with him as impressed cash to meet the emergency.
Treasurer :
30. He / she will be in charge of accounts section including maintenance of proper books of accounts and cashbooks.
31. The Cashier shall be the Chief Financial Officer of the Foundation, shall be responsible for the receipt, custody and disbursement of Foundation funds and other assets, shall be custodian of the financial records of the Foundation and shall have charge of investment of the Foundation funds, subject to direction or approval of the Executive Committee, the treasurer shall give such bond for the faithful discharge of his / her duties as the Executive Committee requires. In general, the treasurer shall perform all duties incidental to the office of Treasurer and Executive Committee may from time to time assign such other duties as to him / her.
Executive Members :
32. He / she will hold office to prepare plans and programs for the furtherance of the objectives of the Foundation, as will as procure efficient management of the affairs conferred by the Executive Committee.
33. The composition of the Executive Committee shall be as follows: ---
i…………………………..........................................................………………….…. to …………………...............................................................………………………7
The General body :
34. There shall be a General Body of the Foundation and it shall be composed of the members of the Foundation. The Chairman of the Foundation will preside over meetings of the General Body.
Meeting of the Executive Committee :
35. In presence of 2/3 (Two third) members of the Executive Committee at any such meeting shall form a quorum and each member has one vote.
36. The Executive Committee shall hold at least 1 (One) meeting in every three months and four meeting year.
37. The Foundation shall keep at its office a Registrar containing the names and addresses and occupations and nationality of the members of the Executive Committee shall send to the Registrar of any changes that may take place in the names, addresses, occupations or nationality such members of the Executive Committee.
38. Any question at such meeting may be decided by a majority of votes or if the votes are equal, the Chairman of the meeting shall have a second or casting vote.
39. Any one member of the Executive Committee may request a special meeting thereof to be called by the Chairman, in the case of emergency or urgent reference by giving three days notice to the Chairman but at such special meetings no business other than specified in the notice shall be taken into consideration, save by the unanimous consent of those who one present in the meeting.
40. Emergency meetings may be convened with specific agenda with 24 hours notice in the event of emergencies.
41. Minutes of all proceedings of the Committee shall be made and regularly entered into a minute Book to be kept by the Secretary General, and copies circulated among the Members. The book shall be open to the inspection of any member at any reasonable time.
42. Any casual vacancy against the members of the Executive Committee arising from death, resignation, removal or otherwise, may be filled by co-option by the Executive Committee and the members so co-opted shall hold office for the unexposed portion of the term of the office of the member causing the vacancy.
43. The Executive Committee shall function not withstanding any vacancy therein and not withstanding any defect in its composition and no act or proceeding of the Executive Committee shall be invalid by reason only of the existence of any vacancy amongst its members or any defect in its constitution. The Executive Committee shall be able to set up sub-committee or other bodies for the efficient conduct or supervision of the work of the Foundation.
Annual General Meeting (AGM) :-
44. It shall be in the month of December and at least once in calendar year. 14 (Fourteen) days notice shall be given to every member before holding annual general Meeting stating the time and place of such meeting and the business to be transected in such meeting. Provided that any meeting may by convened at any shorter notice, if the entire voting strength consents in writing of such shorter notice.
45. At every general or specific meeting 2/3 (Two third) Members of the Foundation, entitled to be present and to vote, shall form a quorum, provided that if the necessary quorum is not present at such meting then such meeting shall be adjourned to such subsequent date as may be fixed by the Executive Committee and notified to Members, and if the necessary quorum as defined above is not present at such adjourned meeting the Members then actually present shall form a quorum. The Chairman of the Foundation, and in his / her absence a Member elected by the Members shall preside. The Chairman of the Foundation shall call the Annual General Meeting. Non-receipt of a notice by any member shall not invalidate the proceedings of an Annual General Meeting.
Advisory Committee :-
46. There shall be an Advisory Committee/Trustee Board not less than 5 and to be nominated by the Executive Committee. It shall render advice on any matter referred to it by the Executive Committee and Annual General Meeting. The Executive Committee will try to make good use of the suggestions of the advisory committee.
Funds :-
i). Membership fees regular subscriptions, donation, grants, etc., received from members of the Foundation, well wishers, business communities, government and non-governmental national & international Foundation’s will constitute the funds of the Foundation.
ii) Earnings through publication of journal, booklets, newspaper, newsletters, books and souvenirs, organizing different programs will also contribute to the funds of Foundation.
Bank Accounts :
Seal :
48. The Executive Committee / Chairman & General Secretary shall provide a common seal for the Foundation. The seal shall be deposited with Secretary General. Chairman & General Secretary both can be use individual seal with their own responsibilities.
Audit :
49. The Executive Committee will get the accounts of the Foundation audited by any professional auditor (s). Audit report will be submitted and approved in the Annual general meeting.
Amendment :
50. Executive Committee, if necessary, will be able to propose/recommend alteration, extension, addition, and limitation of any provision of this presents. The same will have to approve in presence of 3/5 (Three Fifth) presence legal members of total legal members in Extra Ordinary general meeting /Special Meeting to special resolutions at least 21 (Twenty one) days notice from the date posting, the notice specifying the place the date and hour of the Special/ Extra Ordinary general meeting of the Foundation and provisions of Under Section 12 of the societies registration Act will be applicable in this regard.
Dissolution of the Foundation :