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Corporate and Commercial Agreements

CHAPTER 13

SOCIETY
According to section 1 of The Societies Registration Act, 1860, any seven or more persons associated for any literary scientific or charitable purpose, may, by subscribing their names to a memorandum of association and filing the same with the Registrar of joint-stock companies form themselves into a society. Section 2 of The Societies Registration Act, 1860, gives that the memorandum of association shall contain the following things. (1) The name of the society (2) The objects of the society (3) The name, address, and occupations of the governors, council, directors, committee, or other governing body to whom by the rules of the society, the management of its affairs is entrusted. It also directs that a copy of the rules and regulations of the society, certified to be a correct copy by more than two of the governing body, shall be filed with the memorandum of association. PRECEDENTS (The Societies Registration Act, 1860) BYE LAWS OF Alpha RESIDENTS WELFARE ASSOCIATION, NEW DELHI

CHAPTER I PRELIMINARY 1. The name of the Association is Beta and its registered address is .................... (address), .................... (place). Any change in the address shall be notified to the Registrar within .................... days. 2. A. In these Bye Laws (the “Bye Laws”) unless there is any thing repugnant to the subject or context, the expression “the Act” means the Societies
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Registration Act, 1860 and its words and expression defined in the Act and used in these Bye Laws shall have the same meaning as assigned to them in the said Act. B. “Association” means the Beta. C. “President” means the president of the Association.

CHAPTER II OBJECTS 3. The objects of the Association shall be as under: (a) For the welfare of the owners and residents of .................... at .................... (place). (b) For provision and supplementation of civic amenities, to create a body of representation of rights of the owners and residents with the respective concerned authorities (governmental and non-governmental) in connection with electricity, water and tax. (c) to foster a spirit of neighbourliness, enhanced social interaction and exchange of information. (d) to immediately, take in hand the provision of roads, drainage, security, lighting, sign posting and beautification. (e) to carry out such other objectives, as the members may decide from time to time. CHAPTER III MEMBERSHIP 4. The members of the association shall consists of: (a) The persons joining in the application for registration. (b) Persons admitted in accordance with these Bye Laws. (c) The Association may admit joint members, provided they make a declaration in writing that the person whose name stands first in the share certificate shall have the right to vote and all the liabilities will be born jointly and severally by them, as provided in the Act, Rules and Bye Laws. (d) In accordance, with the procedure laid down in the Bye Laws and the Rules for admission of any member, the Association may admit minors and persons of unsound mind inheriting share or interest of deceased members as its members through their legal representatives or guardians respectively. The member so admitted will enjoy such rights and liabilities as are laid down in these Bye Laws and which are consistent with the Act and Rules. 5. (i) Any person shall be eligible to be admitted as a member of the association provided:

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(a) he/she owns a Flat in ...................., at ....................(place). (b) his/her written application for membership has been approved by a majority of the Managing Committee; (c) his/her age is more than 18 years, except in the case of minor heir of a deceased member; (ii) Every member on admission shall pay Rs. .................... (Amount in fugure) (Rupees.................... (amount in word) admission fee, which shall not be refunded in any case. (iii) The association shall not admit member one month prior to the date of the annual general meeting. 6. A member of the association may be expelled by a two-third majority of votes of the members present at a general meeting, which shall be called by the Managing Committee for this purpose, within one month of the date of suspension of the member concerned after giving him reasonable opportunity to submit his explanation: (a) if, he applies for bankruptcy; or (b) if, he is convicted of a criminal offence involving dishonesty and moral turpitude; or (c) if, he intentionally does any act likely to injure the credit of the association or fails to observe proper discipline in regard to work of the association; or (d) for any action which may be held by the Managing Committee or a general meeting to be dishonest or contrary to the stated objects of the Association; its activities or to he spirit and interest of co-operation An opportunity shall be given to a member, before expulsion from membership to represent his case to the Managing Committee. 7. A person ceases to be a member: (i) on death; or (ii) when his resignation is accepted by the Managing Committee; or (iii) on expulsion under bye-law ....................; or (iv) on withdrawal after .................... months notice in writing to the Secretary, provided that the member with drawing does not owe anything to the Association and is not a surety for an unpaid debt.

CHAPTER IV CAPITAL 8. The capital shall be composed of: (a) membership fee. (b) donations and grants; (c) contributions towards the maintenance of roads, drains and parks; (d) other funds; (e) realised profits.

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The capital of the association shall be used in carrying out its object. Surplus funds of the association, not likely to be immediately required, shall be invested in such securities as the Managing Committee may deem fit. The borrowing and/ or liabilities of the association shall not exceed at any time its total capital as mentioned above.

CHAPTER V GENERAL MEETING 9. The first general meeting of the members shall have the same powers, as are herein given to the annual general meeting. 10. (a) The first general meeting shall be called within a period of not more than three months from the date of its registration. In first general meeting, the following business shall be discussed and decided. (i) Approval of amount collected and amount spent in connection with the registration of the Association before registration; (ii) election, if any, of the members of the Managing Committee other than seven members as mentioned in clause 4 of the Memorandum of the Association. (iii) programme of activities and budget estimate for ensuing year; (b) The annual general meeting shall be called within a period of three months of the close of the accounting year. A special general meeting may be called at any time by the Managing Committee and shall be called on the requisition from 1/5th of the total number of members of the association. (c) In case of the annual general meeting, time and place of the meeting shall be announced at least .................... days clearly in advance and in case of special general meeting at least .................... days in advance, by a written notice along with agenda of the meeting. (d) The presence of the 1/3rd of the total number of the members subsisting as such on the date of notice of the meeting subject to a minimum of five members shall be necessary for the disposal of any matter at general meeting. Each member shall have one vote irrespective of his contribution to the Association. In case of equality of the votes on any matter, the President shall have a casting vote. (e) If, within thirty minutes from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned ordinarily to the same day in the next week, at the same time and place but if the meeting is called upon the requisition of the members it shall stand dissolved: Provided, that at the adjourned meeting, no quorum shall be necessary. (f) If, at any time during the meeting, sufficient number of members is not present to form a quorum, the President of the meeting on his own motion or on his attention being drawn to this act shall adjourn the meeting at such convenient time date and place as he thinks fit and the business to be transacted at the adjourned meeting shall be transacted in the usual manner even if no quorum is present.

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11. The duties and powers of the general meeting are: (a) to elect, suspend or remove members of the Managing Committee including its President; (b) to receive from the Managing Committee a report on the preceding year’s working of the association together with a statement showing the receipts and expenditure, asset and liabilities and profit and loss for the year; (c) to consider the audit note or any financial statement or report of any person authorised to inspect the records of the Association; (d) to dispose off profits in accordance with the Act and the Bye Laws. (e) to amend the Bye Laws; (f) to expel members; (g) to consider any other business brought forward; (h) to appoint the auditors of the Association for the ensuing accounting year. 12. All business discussed or decided at a general meeting shall be recorded in proceedings book, which shall be signed by the President of the meeting. 13. Amendments to the Bye Laws shall only be carried out by a majority of not less than 2/3rd of the members present in a general meeting in which due notice of the intention to discuss such amendments has been previously given. Such amendments shall be forwarded to the Registrar for Registration. All other questions, before the general meeting shall be decided by a majority of votes.

CHAPTER VI MANAGING COMMITTEE 14. (a) The Managing Committee shall consist of at least seven members of the Association and not more than 15 over the age of 21 years including its President. Each member of the Committee shall have one vote, but the President shall have a casting vote, in addition. (b) Except for the first members, each of the member of the Managing Committee shall be elected and shall hold office for a period of two years and shall be eligible for re-election, but no member inclusive of the President shall hold office for a period exceeding six years consecutively. 15. A member of the committee shall cease to hold office, if, he: (a) ceases to be a member of the Association; or (b) applies for insolvency or is declared insolvent; or (c) becomes of unsound mind; or (d) is convicted of any offence involving dishonesty or moral turpitude; or (e) resigns and his resignation is accepted by the committee; or (f) fails to attend three consecutive meetings without leave of the Managing Committee.

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16. The Managing Committee shall exercise all the powers of the Association except those reserved for the general meeting, subject to any regulation or restrictions laid down by the Association in a general meeting or in the Bye Laws and in particular shall have the following powers and duties: (a) to observe in all their transactions the Act, the notified rules and the Bye Laws; (b) to maintain true and accurate accounts of all money, received, expanded and all stock bought or sold; (c) to keep a updated register of members of the association; (d) to keep true account of assets and liabilities of the association; (e) to prepare and lay before the general meeting the annual profit and loss account and audited balance-sheet; (f) to examine the accounts, sanction contingent and other expenditure and supervise the maintenance of the prescribed registers; (g) to admit new members; (h) to summon general meeting in accordance with the Bye Law; (i) to contract loans subject to any restrictions imposed under the Bye Laws; (j) to appoint, suspend, punish and dismiss employees subject to the provisions of these Bye Laws, and fix their remuneration; (k) through any member or the officer or employee of the Association or any other persons specially authorised to institute, conduct, defend, compromise, refer to arbitration or abandon legal proceedings by or against the association or committee or the officers or employees concerning the affairs of the association; (l) to arrange for the custody of books and to appoint one of its member or one of officers of the Association, resident in the area of operation, to take charge all the registers and papers prescribed in these Bye Laws and rules; (m) to invest the surplus funds of the Association, in accordance terms of the Bye Laws; (n) to acquire and hold property and to enter into contracts on behalf of the association; (o) to decide the manner of execution of work and its allotment to members and employees; (p) to appoint a treasurer, to keep the money of the Association and to require him to give such security as it may deem sufficient; (q) to select and appoint a secretary and to fix his remuneration, if necessary; (r) to distribute the duties between the secretary and manager, if necessary; (s) generally to carry out the activities of the association. In exercise of its rights, the Managing Committee shall exercise the prudence

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and diligence of ordinary men of business and shall be responsible for any loss sustained through acts contrary to the law, the notified rules and these Bye Laws. 17. No member of the Managing Committee shall receive any remuneration for his work as its member. 18. All matters discussed or decided at a meeting of the Managing Committee be recorded in a proceeding book which shall be signed by the President of the meeting and all the members of Managing Committee present. 19. The Committee may appoint from amongst its own members a subcommittee and may delegate to it or any officer of the association such of its own powers as it may consider desirable for the better conduct of the Association’s affairs. The Sub-Committee or officer, shall in the discharge of the function entrusted to them confirm in all respects to these Bye Laws and to the instructions given by the Managing Committee. 20. The Managing Committee of the Association shall specify which of the officers of a Association shall: (a) keep the books of accounts; (b) keep other books and registers; and (c) prepare returns and statements: Provided, that a person charged with the keeping of accounts shall not be the in-charge of cash. If, the Managing Committee of the Association has not specified the officers as aforesaid, notwithstanding anything contained in the Bye Laws, the following officers shall be responsible for keeping accounts, record etc. (a) TREASURER He shall keep or cause to be kept all the books of accounts and vouchers and shall prepare or caused to be prepared annual profit and loss account, receipt and disbursement account and the balance-sheet, whosoever may be writing these books of accounts, they shall always be deemed to be in his custody, possession, power and control. He shall be responsible for their safe delivery to his successor after making a list of documents handed and taken over. (b) SECRETARY He shall keep or cause to be kept all other records of the association and shall be responsible for preparation and submission of various returns to the Registrar, whosoever may be keeping these records, these shall always be deemed to be in his custody, possession, power and control. He shall be responsible for making over the charge of this record to his successor under proper charge report to be signed by the relieving and the relieved officers. (c) PRESIDENT Cash balance in hand shall always remain in the hands of the President.

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REGISTERS 21. The following registers and papers shall be maintained and shall be open to the inspection of any member during an hour on each working day, as may be specified by the Managing Committee: (a) a register of members; showing the name, address and occupation of every member, the date of admission to membership date of termination of membership; (b) a cashbook showing the income, expenditure and cash balance on each day. (c) a minute book; (d) the register of application for membership containing the name and address of the applicant, the date of receipt of application; (e) any other register as may be prescribed under the Act. 22. Copies of the Bye Laws and balance sheet shall be supplied free on demand to any member. 23. The Managing Committee shall appoint one of its members to take hold and keep in safe custody all the registers prescribed under the Bye Laws or under the Act.

CHAPTER IX GENERAL
24. AUDIT The Accounts of the association shall be audited at least once a year by an auditor appointed at the annual general meeting. The first auditor shall be appointed by the Managing Committee, who shall hold office until the conclusion of the first annual general meeting. The association shall pay such audit fee, as may be fixed by the Managing Committee. 25. DISPUTE If in any dispute touching the constitution of the association arises between members or past members of the association or person claiming through a members or past member or past members or persons so claiming and an officer, agent or employees of the association (past or present) or between the Association or its Managing Committee, sub-committee shall be referred to the Principal court of original jurisdiction of the district, in which the registered office of the Association is situated at the time of such reference. 26. MISCELLANEOUS All matters not specifically provided for, are to be decided in accordance with the Societies Registration Act, 1860 and the rules, if any notified thereunder. The Managing Committee with the approval of the general meeting may frame rule to carry out its activities not inconsistent with the Act and the Bye Laws and can may make addition or alterations in them from time to time. We the undersigned are desirous of forming a Association namely

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.................... under the Societies Registration Act, 1860 in pursuance the Memorandum attached and adopt the above as the Bye Laws of the Association.
S. No. 1. 2. 3. 4. 5. 6. 7. Names and Addresses Occupation Signature

(The Association Registration Act, 1860) MEMORANDUM OF ASSOCIATION OF ....................

1. Name of the Association The name of the Association shall be .................... (Name of Welfare Association). 2. Registered office The registered office of the Association shall remain in the State of .................... and at present it is at the following address: .................... .................... .................... .................... 3. Aims and Objects The aims and objects for which the Association is established are as under: (a) for the welfare of the owners and residents of .................... (Name of Area). (b) For provision and supplementation of civic amenities, to create a body of representation of rights of the owners and residents with the respective concerned authorities (governmental and non-governmental) in connection with electricity, water and tax. (c) to foster a spirit of neighbourliness, enhanced social interaction and exchange of information. (d) to immediately take in hand the provision of roads, drainage, security, lighting, sign posting and beautification. (e to carry out such other objectives as the members may decide from time to time. 4. Governing Body

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The names, addresses, occupation and designation of the present members of the governing body to whom the management of the Association is entrusted as required under section 2 of the Association Registration Act, 1860 are as follows:

5. Desirous persons We the undersigned are desirous of forming a Association namely under the Association Registration Act, 1860, in pursuance of this Memorandum of Association.
Sl. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Names and Addresses Occupation Signature

MEMORANDUM OF ASSOCIATION

1. Name of the Society The name of the society shall be ..................... 2. Registered Office Registered Office of the society shall remain in the State of .................... and at present it is at the following address: .................... .................... 3. Aims and objects The aims and objects for which the society is established are as under: (a) (b) (c) .................... .................... (add the following as the last paragraph) All the incomes, earnings, movable and immovable properties of the society shall be solely utilized and applied towards the promotion of its aims and objects

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only as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, profit or in any manner whatsoever, to the present or past members of the society or to any person claiming through any one or more of the present or the past members. No member of the society shall have any personal claim on any movable or immovable properties of the society or make any profit, whatsoever, by virtue of his membership.

4. Governing Body The names, addresses, occupation and designation of the present members of the governing body to whom the management of the society is entrusted as required under Section 2 of the Societies Registration Act, 1860, are as follows :
Sl. No. (1) (2) (3) (4) (5) & so on Name(in capital) Addresses Occupation Designation in the society

5. Desirous person We the undersigned are desirous of forming a society namely “....................” under the Societies Registration Act, 1860 in pursuance of this Memorandum of Association of the Society.
Sl. No. (1) (2) (3) (4) (5) (6) (7) & so on Name & Addresses Occupations Signatures

RULES AND REGULATIONS

1. Rules and Regulations (i) Name of the society: (ii) Membership definition: (iii) Admission and Qualification of membership: (iv) Subscription: (v) Cessation of membership: (vi) Rights and privileges of Membership:

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2. General Body (i) Definition of the General body (ii) Powers and duties/functions of the general body (iii) Quorum and notice of meeting and periodicity of meetings. 3. Managing/Governing Body/Executive (i) Definition of Managing/Governing/Executive Committee (ii) Composition (iii) Minimum and maximum strength including office bearers (iv) Election and its mode (v) Term of the office of the governing body (vi) Powers/duties/functions of the managing/governing body/committee (vii) Powers and duties of the office-bearers (viii) Quorum and notice of the meetings (ix) Filling up of casual vacancies. 4. Sub-Committee (if any) (i) Formation (ii) Composition (iii) Duties and functions 5. Sources of income and utilization of funds 6. Financial year 7. Audit of Account 8. Operation of Bank Account 9. Annual list of Managing/Governing Body (Section 4 of the Act) Once in every year a list of the office-bearers and members of the Managing /Governing body shall be filed with the Registrar of Societies, as required under Section 4 of the Societies Registration Act, 1860. 10. Legal Proceedings (Section 6 of the Act) The Society may sue or be sued in the name of the President / Secretary as per provision laid down under section 6 of the Societies Registration Act, 1860. 11. Amendment/alteration, extension or abridgement of ‘purposes’ aims and objects or change of name, sections 12 and 12A of the Societies Registration Act. The amendment shall be made under this section. 12. Dissolution and adjustment of affairs If the society need to be dissolved it shall be dissolved as per provisions laid down under sections 13 and 14 of the Societies Registration Act, 1860.

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13. Application of the Act All the provisions under all the sections of the Societies Registration Act, 1860 shall apply to this society. 14. Certificate Certified that this is the correct copy of the rules and regulations of the society.
(Sd) President From: .................... .................... .................... To, The Registrar of Societies, .................... (address). Sir, Re: Registration of a society under the name .................... A society by name .................... has been formed on .................... day of ...................., 20..... I have been elected its first Secretary and have been authorised to complete the formalities of registration. Please find enclosed (1) Two copies of Memorandum duly signed and completed. (2) Two copies of Rules and byelaws of the society. (3) Affidavit duly attested. (4) House tax receipt/No objection certificate. (5) Registration fee of Rs. ......... (Amount) in cash. Please register the society under the Societies Registration Act, 1860 and issue a Certificate of Registration. I have been authorized by the society to sign this application on behalf of all the subscribers of Memorandum. Thanking you, Your faithfully (Sd) Secretary (Sd) Treasurer

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AFFIDAVIT I, .................... S/o .................... R/o.................... aged about…………………… years do hereby solemnly affirm and state as under: 1. That a society under the name and title .................... has been formed and has its main office at.................... 2. That I am one of the subscribers of the memorandum of the abovenamed society. 3. That I am also a member of the first Governing Body of the abovenamed society and have been elected its Secretary. 4. That I have been authorized by all the members of the abovenamed society to sign and execute all documents required for registration of the abovenamed society as also to swear and execute this affidavit. 5. That none of the members of the society or the Governing Body are related to each other. Place.................... DEPONENT Date.................... VERIFICATION I, the abovenamed, do hereby verify that the contents of paras 1 to 5 are true and correct to the best of my knowledge and belief and nothing material has been concealed therefrom. Verified at .................... on .................... day of ...................., 20..... DEPONENT In .................... a society can be registered for the following purposes: 1. Promotion of social welfare 2. Activities conducive to the protection and improvement of the natural environment (including forests, lakes, rivers and wild life) 3. Compassion for living creatures 4. Sports, games 5. Fine Arts. —————


				
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