|1. || |
In these articles unless there is something in the subject or context inconsistent therewith incorporated under the Companies Act, 1956:
- “Company” means the “Faculty of Architecture ALUMNI ASSOCIATION” incorporated under the Companies Act, 1956 and is a private limited company within the meaning of Section 3 [iii] of the Companies Act, 1956 and limited the numbers of members to (Fifty) 50 not including:
- Persons who are in the employment of the Company ; and
- Persons who having been formerly in the employment of the Company while in that employment and have continued to be members after the employment ceased; and
- Prohibits any invitation or acceptance of deposit from person other than its members, directors or relatives.
- “Articles” means the Articles of Association of the Company in force from time to time.
- “Faculty of Architecture” means Faculty of Architecture of CEPT University. It includes the following current programs: Bachelor of Architecture, Master of Architecture (Urban Design), Master of Landscape Architecture, Master of Architecture (Theory and Design) and Master of Architecture (Architecture and Settlement Conservation) as well as any other programmes initiated in future by the Faculty of Architecture, subject to its approval by the Board of the company. Prior to April 2005, the Faculty of Architecture was known as School of Architecture, Center for Environmental Planning and Technology, Ahmedabad. It included the following programmes: Bachelor of Architecture, Master of Architecture (Urban Design), Master of Landscape Architecture.
- “Member” means a member of the Company and includes an alumni member, an affiliate member and an honorary member admitted as such member under these articles and whose name has been entered as such in the Register of Member of the Company.
- “An Alumni Member” of the Company means a member who meets with the requirements described in Clause 2.1.1.
- “An Affiliate Member” means a member who meets with the requirements described in Clause 2.1.2.
- “An Honorary Member” means a member who meets with the requirements described in Clause 2.1.3.
- “Batch” means all the students of the Faculty of Architecture as defined in Clause 1.c, who were admitted in the same programme in the same year.
- “Undergraduate batch” means all the students of the Faculty of Architecture as defined in Clause 1.c, who were admitted in the Bachelor of Architecture programme in the same year.
- “Postgraduate batch” means all the students of the Faculty of Architecture as defined in Clause 1.c, who were admitted in the same Master of Architecture programme in the same year. Master of Architecture programme includes Urban Design, Landscape Architecture, Theory and Design as well as Architecture and Settlement Conservation and any other programme initiated by the Faculty of Architecture, subject to its approval by the Board.
- “Batch representatives” refers to the representatives elected by the members of each batch to represent the whole batch in the Electoral College.
- “Electoral College” means the collective body of batch representatives.
- “Board” means the Board of Directors of the Company constituted under these articles.
- “The Secretariat” means the administrative body of the Company appointed by the Board, responsible for the management of the day to day affairs of the Company constituted under these articles.
- “Resolution” means an ordinary resolution as defined in Section 189 Sub-Section 1 of the Companies Act, 1956.
- “Special Resolution” means a resolution passed by the required majority of the votes and in a manner determined under these articles in a meeting called for that purpose under these articles as defined in Section 189 Sub-Section 2 of the Companies Act, 1956.
- “Chairman” means a member who holds the office of the Chairman of the Company and whoever acts as Chairman.
- “Executive coordinator” means the person who heads the Secretariat and is responsible for the smooth functioning of the Secretariat.
- “Director” means a member of the Board of Directors of the Company.
- “Election Officer” means a member elected directly by the Electoral College to oversee the conduct of the elections of the Electoral College and the Board of Directors.
- “Register of Members” means a register of members maintained under these articles and includes a list of members of the Company with their names and addresses and the names of nominated representatives and other details published from time to time.
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|2. ||Members |
|2.1. ||Eligibility |
There shall be three classes of members namely: (1) Alumni Members (2) Affiliate members and (3) Honorary members.
|2.1.1. ||Alumni Member: |
Any individual who has been awarded a degree/diploma from the Faculty of Architecture, CEPT University, Ahmedabad is eligible to become an alumni member of the Association from the date of award of the said degree/diploma.
|2.1.2. ||Affiliate Member: |
Any individual who is an ex-student of the Faculty of Architecture, CEPT University, who does not fulfill the above condition (2.1.1), is eligible to become an affiliate member, subject to the approval of the Board.
|2.1.3. ||Honorary Member: |
Any person of distinction who is connected with the Faculty of Architecture or the Company, who is likely to promote the interests of the Company, is eligible to become an honorary member, subject to recommendation from 15 members or 10% members of the Electoral College and subsequent ratification by the Electoral College at the Annual General Meeting.
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|2.2 ||Admission |
|2.2.1. || An application for membership shall be in the prescribed form as approved by the Board from time to time. The candidate shall be duly proposed by one member and seconded by another member. |
|2.2.2. ||The Board shall decide any question which may arise as to the eligibility or otherwise of a candidate for admission as a member of the Company. Its decision shall be final. The Board shall provide reasonable justification for its decision to the Electoral College and, at its discretion, to the member whose eligibility is in question. |
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|2.3 ||Entrance fees and subscriptions |
|2.3.1. ||Any member is admitted as such member on the payment of the membership fees and/or entrance fees as may be fixed by the Board from time to time. |
|2.3.2. ||Entrance fee is the one time charge paid by a member at the time of his/her application for membership. In case of lapse in membership due to non-payment of membership fees, the entrance fees need not be paid for reinstatement of membership. |
|2.3.3. ||Membership fee is the charge paid by a member at periodic intervals as defined by the Board from time to time, to renew his/her membership. |
|2.3.4. ||Subscription fee is the price paid to subscribe for the news letter, magazine or any other publication, published by the Company from time to time. Both members and nonmembers shall be eligible to subscribe for the same. |
|2.3.5. ||The amount of entrance fees and membership fees of all classes shall be prescribed by the Secretariat and approved by the Board from time to time. |
|2.3.6. ||The entrance fees and other fees may be reduced or increased by the Company by a resolution of the Board. |
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|2.4 ||Meetings |
|2.4.1. ||All members shall be present at the Annual General Meeting, which shall be held once in every year to transact the various businesses of the Company. |
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|2.5 ||Responsibilities, Rights and Privileges |
|2.5.1. ||The responsibilities of the members are to support and further the objects of the Company as outlined in the Memorandum of Association. |
|2.5.2. ||All alumni members and affiliate members shall be entitled to nominate/elect batch representatives for the batch to which they belong. |
|2.5.3. ||All alumni members shall have the right to be nominated as the Batch Representatives into the Electoral College. |
|2.5.4. ||All alumni members are eligible to be nominated as Batch representatives for successive terms. |
|2.5.5. ||All members shall be entitled to participate in all the activities organized by the Company, subject to the regulations as the Board may deem expedient, from time to time. |
|2.5.6. ||All members are entitled to receive all announcements etc. (as and when the usage of the internet becomes widespread, posting of such announcements on the website shall amount to their being received by the members) connected with the activities of the Company, the Alumni Newsletter, Annual Magazine and also participate in all social functions and other activities of the Association. |
|2.5.7. ||All members shall have the right to attend the Annual General Meeting |
|2.5.8. ||Any member will be considered a member for a given year if the member has applied for membership and paid the required fees by 15th day of May of the year in question. |
|2.5.9. ||Any member who shall for any reason cease to be member shall nevertheless remain liable for and shall pay to the Company all moneys which are due from him at the time he ceases to be a member. |
|2.5.10. ||Entrance fees payable by all categories of members shall be credited to the General fund of the Company and the same shall not be used for purpose except in accordance with resolution passed at a General or Special Meeting or in accordance with these Articles of Association. |
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|2.6 ||Removal of a member |
|2.6.1. ||Any member whose membership fees is in arrears and fails to pay the same within one month after the receipt of a notice calling upon him to pay the arrears will cease to be a member of the Company. |
|2.6.2. ||The name of such member shall be liable to be removed from the Register of Members of the Company, by a resolution passed by the Board of the Company. |
|2.6.3. ||Any former member whose membership has lapsed due to non-payment of membership fees, can be reinstated as a member of the same category (Alumni Member / Affiliate Member) after payment of arrears. |
|2.6.4. ||Membership shall also cease, in the case of an individual upon his death or adjudication as an insolvent. |
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|2.7 ||Resignation |
|2.7.1. ||Any member may cease to be a member of the Company by giving two calendar months notice in writing to the Company of his intention to do so and upon the expiration of the notice, such member shall cease to be a member provided that the Board shall have power to accept his resignation earlier. Provided further that such notice may be withdrawn within the period of two months or such further time as the Board may at its discretion allow before acceptance of the resignation at the request of such member. |
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|2.8 ||The number of members with which the Company proposed to be registered is 50 but the board of Directors may, from time to time, whenever the Company or the business of the Company require it Register it an increase of members. In calculating the number of members for this clause affiliate members and honorary members shall not be included. |
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|3. ||Electoral College |
|3.1. ||Eligibility |
|3.1.1. ||Any alumni member who has been elected as a Batch Representative by the members of the respective batch will be considered a member of the Electoral College. |
|3.1.2. ||All the undergraduate batches are allowed to nominate/elect up to a maximum of two batch representatives while the post graduate batches are allowed to nominate/elect a maximum of one batch representative for every two post graduate batches who have been admitted in consecutive years. |
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|3.2 ||Election |
|3.2.1. ||The election of the Batch Representatives will be conducted based on the guidelines set by the Election Officer and approved by the Electoral College, from time to time. |
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|3.3 ||Tenure |
|3.3.1. ||The Electoral College, once inducted by the Board at the Annual General Meeting will continue as the Electoral College of the Company for a period of 2 years. |
|3.3.2. ||The term of the Electoral College will end at the end of two years on the last day of the Annual General Meeting of the given year. |
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|3.4 ||Meetings |
|3.4.1. ||For decisions that need to be ratified by the Electoral College, a meeting of the Electoral College will be held during and as a part of the Annual General Meeting, during which The Electoral College may be requested by the Board to participate in approval/ratification of key decision making. |
|3.4.2. || |
Decisions involving ratification and/or approval of the Electoral College will need to be approved by at least 51% of the total members of the Electoral College. The approval could be requested through polling during the Annual General Meeting or through online polling of all members of the Electoral College at other times during the year.
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|3.5 ||Responsibilities, Rights and Privileges |
|3.5.1. ||The primary responsibility of the members of the Electoral College is to vote and elect the Board of Directors. |
|3.5.2. ||The Electoral College is also responsible to elect the Election Officer from the nominated members. |
|3.5.3. ||The Electoral College shall represent the members of the Company for key decision making at General and Special meetings. |
|3.5.4. || |
The Electoral College shall have the right to dissolve the Board of Directors subject to the terms of the dissolution of the Board as described under article 4.10.4.
|3.5.5. ||All batch representatives shall have the right to be nominated as a Director into the Board of Directors. |
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|3.6 ||Removal of a batch representative |
|3.6.1. ||Any batch representative will cease to be a member of the Electoral College when term of the Electoral College ends after two years of induction, however the member is eligible to be nominated as batch representative for successive terms. |
|3.6.2. ||The membership of the Electoral College will terminate when one ceases to be a member of the Company as per the clause 2.7. |
|3.6.3. ||Membership of the Electoral College shall also cease, in the case of an individual upon his death or adjudication as an insolvent. |
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|3.7 ||Resignation |
|3.7.1. ||Any batch representative may cease to be a member of the Electoral College by giving two calendar months notice in writing to the Board of his intention to do so and upon the expiration of the notice, such member shall cease to be a member of the Electoral College, provided that the Board shall have power to accept his resignation earlier. |
|3.7.2. || |
Provided further that such notice may be withdrawn within the period of two months or such further time as the board may at its discretion allow before acceptance of the resignation at the request of such member.
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|4. ||Board of Directors |
The administration of the affairs of the Company shall be vested in a body herein called the Board of Directors or the Board.
The responsibility of managing the administration of the affairs of the Company may further be delegated to the Secretariat, subject to its approval by the Board.
|4.1. ||Eligibility |
|4.1.1. || |
Any batch representative, who is nominated and elected a member of the Electoral College, is eligible to become a member of the Board of Directors.
|4.1.2. ||The number of Directors of the Board will be nine (9). Of this, seven(7) will be elected board members and two(2) will be nominated by the Faculty of Architecture, CEPT University. |
|4.1.3. ||Of the seven(7) elected board members, five(5) members will be elected from the undergraduate batch representatives and two(2) members will be elected from the postgraduate batch representatives. |
|4.1.4. || |
The Board of Directors shall be expanded or reduced by a resolution of the Board at the Annual General Meeting subject to a minimum of seven.
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|4.2 ||First Directors or Governing Body |
|4.2.1. ||The First Directors or Governing Body of the Company shall be composed of the following members; |
- Bimal Patel
- Rajesh Shah
- Neelkanth Chhaya
|4.2.2. ||The First Directors of the company shall retire upon the first election of board of directors. The First Directors are eligible to stand for first and subsequent elections for board of directors. |
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|4.3 ||Election |
|4.3.1. ||Every member of the Company shall be informed and furnished details about the election of the members of the Board prior to such election. |
|4.3.2. || |
A list of members constituting the Electoral College, duly qualified to vote at any election shall be kept in record before such election.
|4.3.3. ||The Chairman shall be elected from amongst the members of the Board in the meeting of the Board of Directors held soon before every Annual General Meeting. |
|4.3.4. ||Not less than three months in advance of the Annual General Meeting each year, the Election Officer shall invite nominations from the members of the Electoral College, duly qualified for the same under these articles, for election as the members of the Board. |
|4.3.5. ||The nominations shall be in the Company's prescribed form and every candidate shall be proposed by one member of the Electoral College and seconded by another who should be duly qualified to elect, and the nomination papers shall be signed by the candidates. |
|4.3.6. ||Such nominations shall be lodged in the office of the Company or sent by post so as to reach the Company within the time allowed which shall not be less than fourteen days from the date of the notice giving intimation of the proposed election of the members of the Board. |
|4.3.7. ||On the last date immediately after the time prescribed for receiving nominations, the nomination shall be scrutinized by Election Officer and a list of valid nominations shall be posted on the Company's notice board on the following day. |
|4.3.8. || |
Not more than three days (72 hours) time since the date of publishing of the nominations by the Election Officer shall be given to withdraw the nomination by any candidate.
|4.3.9. || |
No nomination paper shall be allowed to be withdrawn after the prescribed time.
|4.3.10. ||The list of valid nominations excluding the names of those who have withdrawn their nomination within prescribed time shall be displayed on the Website of the Company for all days beginning the next day following last date of withdrawal and up to the date of the Elections. |
|4.3.11. ||If on the last date and by the time prescribed for receiving nomination papers or on the last date and by the time prescribed for withdrawal of valid nominations, number of nomination papers received for the election as members of the Board is not more than the number to be elected under these articles, the Board has the authority to extend the time frame for receiving nominations. |
|4.3.12 ||If valid nomination papers received and not withdrawn within the time allowed are more than the number of members of the Board to be elected, an election will be held atleast two months in advance of the date fixed by the Board for the Annual General Meeting. |
|4.3.13 ||The Election Officer will make necessary arrangements for such election and fix the time of election. |
|4.3.14 ||The election method shall be proposed by the Election Officer and approved by the Board atleast one month in advance of inviting nominations. |
|4.3.15 ||The election method shall be either - by ballot in the office of the Company or at such other place as the Board may consider suitable or by the system of online ballot or by paper ballot mailed to the Electoral College. |
|4.3.16 ||The Election Officer will make every reasonable effort to ensure maximum participation by the Electoral College. |
|4.3.17 ||After the election time is over, the Election Officer shall scrutinize, with or without the assistance of other members, the votes cast in favor of the various candidates and shall declare the results at the earliest possible time within a maximum of 48 hours of the close of elections. The names of candidates so elected shall be declared in order of the number of votes secured by such candidates. |
|4.3.18 ||In any elections held under these articles, in case of equality of votes between two candidates or more, the candidate shall be selected by the method of random selection / draw / sampling overseen by the Election Officer. |
|4.3.19 ||A list of the name of the candidates contesting the election as the members of the Board shall be sent to all the members of the Company, at least fourteen days before the date on which election is held. |
|4.3.20 ||It shall be obligatory for a member entitled to vote and elect, to give as many votes as the number of candidates to be elected for the respective places and not more than one vote shall be given to each candidate and the ballot paper showing votes cast otherwise shall be cancelled as invalid and shall not be taken into consideration subject to the ballots allowing blank votes. |
|4.3.21 ||The Board may make further rules and regulations for smooth conduct of the election of members and office-bearer. |
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|4.4. ||Tenure |
|4.4.1. || |
The term of the Board of directors will be for two years and the new directors will be elected in rotation.
|4.4.2. ||Three (or Four) members of the board will be liable to retire by rotation every year. The members of the first board will be liable to retire upon the first election of board of directors. Subsequently, at the end of 1st two year term, four elected board members shall retire. The selection of retiring board members shall be made by a method decided by the then elections officer. The remaining three elected board members shall retire the following year. Subsequently, the retirement of board members every 2 years shall be enforced consistently. |
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|4.5. ||Meetings |
|4.5.1. || |
The Board shall meet at such times as it may think advisable and may make such regulations as it thinks proper as to the summoning and holding of meetings of the board and for the transactions of business at such meetings. The regulations so made shall continue in force until changed by that or another Board.
|4.5.2. ||The Executive coordinator under the direction of the Chairman shall usually issue notices of all Meeting. |
|4.5.3. ||However, the Chairman shall have authority to convene a Meeting of the Board whenever he deems expedient. |
|4.5.4. || |
The Executive coordinator shall, upon a written requisition of 3 Directors of the Board, convene a Meeting of the Board and if the Executive coordinator fails to convene the meeting within seven days of receipt of the requisition of 3 Directors of the Board, the requisitionists themselves shall be at liberty to convene a meeting of the Board by giving at least seven days clear notice to all the Directors of the Board.
|4.5.5. ||Four Directors or 1/3rd of total Directors of the Board whichever is less shall form a quorum for the transaction of business except in cases otherwise specifically provided in these articles. |
|4.5.6. ||The record of the proceedings of the meeting of the Board shall be sent to all members within 10 days from the date of the meeting. |
|4.5.7. ||In convening the meeting of the Board a minimum notice of seven days shall be given except in case of extraordinary circumstances when such meeting may be called by an immediate notice in writing or otherwise. |
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|4.6. ||Powers of the Board |
|4.6.1. ||The Board shall be entitled to exercise all such powers and do all such acts as may be exercised or done by the Company including the carrying out of all the objects of the Company as set forth in the Memorandum of Association provided that any of them is not hereby or by law expressly directed or required to be exercised or done by the Company in a General Meeting and without prejudice to the above, the Board shall have the following powers: |
|4.6.2. ||To make, vary and repeal rules for the conduct and regulations of the business of the Company, for the conduct of election of the Electoral College and Board and for the conduct the officers or servants, the members of the Company and of any department or section of the Company. |
|4.6.3. ||To appoint a Secretariat comprising of the following officers: Executive coordinator, Assistant Secretary and other officers, staff and servants for the proper conduct of the business of the Company and to further define the duties, remuneration and other terms of appointment. The Board shall have the right to dissolve the Secretariat by a resolution of the board. |
|4.6.4. ||To form any Local Advisory Boards, Regional Advisory Committee, Departmental Committees or Sub-committees of the Company to conduct or carry out specific activities, and to appoint members thereto from the members of the Company including the members of the committee with powers vested in such committee or sub-committees to co-opt more members as the members of such committees or sub-committees may deem proper including expert persons who may not a member of the Company. Such committees or sub-committees may be permanent or temporary as the Board may determine and the Chairman and the Executive coordinator shall be ex-officio members of such committees and sub-committees. The Board shall have the right to dissolve any/all of the above committees/sub-committees by a resolution of the board. |
|4.6.5. ||To delegate, subject to such conditions as it thinks fit, any of its powers to all or any of such committees and to make, vary, and repeal rules for the regulation of proceedings of such committees and sub-committees. |
|4.6.6. ||To enter into arrangements, on such terms and subject to such conditions as the committee may deem desirable for working in connection with any other Association organized for profession or better development of any branch of Trade, Commerce or Industry by Indians or with like objects that may apply to be allowed to work in connection with Company provided the objects for which such other Company or body is or shall be formed are not inconsistent with the objects of the Company as defined in its Memorandum of Association. |
|4.6.7. ||To consult, appoint and nominate counsels, vakils, solicitors, pleaders, chartered Accountants and/or other experts to advise them on all or any matters connected with the Company and authorize all or any of them to represent the Company in all duly constituted courts of law either civil, criminal or revenue and arbitration courts, either as plaintiffs or defendants and to represent them before any officer or body of member or local authorities or the legislature of the State Governments or before the council of states or the house of people or before the sub-committees, select committees or standing committees in connection with any measures or bills connected with the welfare of Indians in general and particularly of any measures connected with Trade, Commerce and Industry or otherwise. |
|4.6.8. || |
To incur all necessary expenses for the maintenance and carrying out of the objects and intentions of the Memorandum of Association and for the care, upkeep and preservation of the property of the Company.
|4.6.9. ||To provide for the maintenance and safe custody of physical copies and / or digital storage of the account books, statutory books, proceedings books and all other documents, papers etc. |
|4.6.10. || |
To collect subscriptions and any other sum or sums of money due or payable to the Company.
|4.6.11. || |
To spend the moneys of the Company for any of the objects of the Company.
|4.6.12. ||To grant loan or subsidy or contribution or Donation of an amount approved by the board to any member of the Company, to any other association or body of persons to institute or defend or/and proceed with any claim of action before any court or in any arbitration proceedings wherein, according to the opinion of the Board, the decision of any important question or principle affecting the interests of the Company or of Trade, Industry, or commerce in general is involved. |
|4.6.13. || |
To appoint a Board of Arbitration of members not exceeding ten in number, to arbitrate in respect of the disputes whether between the members of the Company or whether between of the Company and outsiders.
|4.6.14. ||To borrow or raise money or to receive on deposit at interest or otherwise in such manner as the committee may think fit, provided always that the Company shall not carry on the business of banking within the meaning of section 5(i)(b) of the Banking Companies Act, 1949. |
|4.6.15. ||To open banking accounts with any Bankers and to deposit and withdraw moneys in or from such accounts from time to time. |
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|4.7. ||Responsibilities and Rights of the Chairman |
|4.7.1. || |
The Chairman shall preside over all the meetings of the committee and General Meetings and lead all deputations.
|4.7.2. ||The Chairman shall have one original vote and casting lots at all elections and meetings. |
|4.7.3. ||At the Annual General Meeting, the Chairman may address the members on such subjects as he may deem proper to bring to their notice. |
|4.7.4. || |
The Chairman shall be in charge of the administration of the Company and shall for the purpose exercise control, direction and supervision over the Secretary, Assistant Secretary, Officers, Staff and Servants of the Company.
|4.7.5. ||The Chairman shall have power to convene the committee meetings and General Meetings of the Members over and above the Meetings for which provision has been made under these articles and the Executive coordinator shall convene allot such meetings under the direction of the Chairman. |
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|4.8. ||Casual vacancies |
|4.8.1. ||Any casual vacancy occurring in the office of the Chairman or a Director of the Board during the interval between the last Annual General Meeting and the ensuing Annual General Meeting shall be filled up by the Board in an acting capacity and the position shall be opened up for voting in the subsequent elections. |
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|4.9 ||Absence from meetings |
|4.9.1. ||The office of a Director shall be vacated if he absents himself from three consecutive meeting of the Board without obtaining leave of absence from the Board. The Board shall have power to condone such absence from meetings and to reinstate such member in his office whether of a Chairman, the Managing Director or any Director. |
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|4.10 || |
Removal of a Director / Board of Directors
|4.10.1. ||Any Director will cease to be a member of the Board when his/her term ends after two years of induction. |
|4.10.2. ||The membership of the Board will terminate when one ceases to be a member of the Company as per the clause 2.7. |
|4.10.3. ||The office of the Director shall also be deemed to have been vacated if a member becomes a lunatic or is adjudicated as an insolvent. |
|4.10.4. ||The Board of Directors shall be dissolved through an Extra Ordinary Meeting convened specifically by the Electoral College for the dissolution of the Board of Directors through a special resolution. |
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|4.11 ||Resignation |
|4.11.1. || |
A Director may cease to be a member of the Board by giving two calendar months notice in writing to the Company of his intention to do so and upon the expiration of the notice, such member shall cease to be a Director provided that the committee shall have power to accept his resignation earlier. Provided further that such notice may be withdrawn within the period of two months or such further time as the board may at its discretion allow before acceptance of the resignation at the request of such member.
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|5. ||Secretariat |
|5.1. ||Eligibility |
|5.1.1. ||No member of the Company shall be eligible to perform the duties of the Secretariat. A non-member/s shall be appointed to perform the duties of the secretariat. This appointment shall be made by the Chairman of the Board subject to ratification by the Board. |
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|5.2. ||Appointment of the secretariat |
|5.2.1. || |
Within seven days after the Annual General Meeting, a meeting of the Board shall be convened for ratification of the Secretariat.
|5.2.2. ||The terms of the appointment including duties, tenure, remuneration etc. will be decided by the Chairman of the Board subject to ratification by the board. |
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|5.3. ||Meetings |
|5.3.1. || |
The Secretariat shall meet at such times as it may think advisable to carry out the day to day administration of the Company.
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|5.4. ||Responsibilities, Rights and Privileges |
|5.4.1. ||The primary responsibility of the Secretariat is to administer the smooth functioning of the Company as delegated by the Board. This includes but is not limited to holding meetings, organizing events etc. |
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|5.5. ||Responsibility of the Executive coordinator |
|5.5.1. || |
The Executive coordinator heads the Secretariat and is responsible for the smooth functioning of the Secretariat.
|5.5.2. || |
Subject to the directions of the Chairman, the Executive coordinator shall look after the day to day administration of the Company and shall convene all committee meetings and General Meetings and shall act as Secretary of all sub-committees and Departmental Committees and shall keep and maintain minutes of sub-committees and various other committees constituted under these articles.
|5.5.3. ||The Executive coordinator shall have, with the permission of the Chairman, the power to spend upto Rs.10,000/- for any purpose not sanctioned under the Budget, in anticipation of sanction by the board. |
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|5.6. ||Responsibility of the Treasurer |
|5.6.1. ||The Treasurer shall maintain accounts of the funds, assets, moneys and dealings of the Company and of the funds, assets and moneys connected or in any way controlled by the Company. |
|5.6.2. || |
To receive moneys and give receipts and issue discharges for money received by him on behalf of the Company.
|5.6.3. ||To sign cheques, which shall be countersigned by the Chairman or other identified official signatory of the Company. |
|5.6.4. ||To have custody of all account books, Bank cheque books, pass books and other vouchers and papers relating to and connected with accounts of the Company. |
|5.6.5. ||To prepare a budget of Income and Expenditure of the Company for each financial year and to submit the same for sanction of the Annual General Meeting of the Company held in the year. |
|5.6.6. || |
To do all things and exercise such powers and authorities as may be directed and/or assigned by the Board from time to time.
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|5.7. ||Responsibility of the Auditor |
|5.7.1. ||At each Annual General Meeting one or more Auditors shall be appointed according to the provision of the Companies act, and their remuneration fixed. Such Auditor shall audit the accounts of the Company, of the Department of the Company and all funds connected with or controlled by the Company. The Auditor or Auditors so appointed shall continue in office until the next Annual General Meeting. |
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|5.8. ||Resignation |
|5.8.1. ||Any person may cease to be a member of the Secretariat by giving two calendar months notice in writing to the Board of his intention to do so and upon the expiration of the notice, such member shall cease to be a member of the Electoral College, provided that the Board shall have power to accept his resignation earlier. |
|5.8.2. ||Provided further that such notice may be withdrawn within the period of two months or such further time as the board may at its discretion allow before acceptance of the resignation at the request of such person. |
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|6. ||Election Officer |
|6.1. ||Eligibility |
|6.1.1. || |
Any alumni member of the Company shall be eligible to perform the duties of the Election Officer subject to the approval of the Board.
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|6.2. ||Election of the election officer |
|6.2.1. ||At the Annual General Meeting, the election officer is elected directly by the Electoral College. |
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|6.3. ||Responsibilities, Rights and Privileges |
|6.3.1. || |
The Election Officer shall conduct and supervise the election of the members of the Electoral College and the Board. The election officer shall not be eligible to vote.
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|6.4 ||Removal of a member of the Secretariat |
|6.4.1. || |
The Election Officer can be removed by the Board by passing a resolution.
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|6.5. ||Resignation |
|6.5.1. ||The Election Officer may choose to resign by giving two calendar months notice in writing to the Board of his intention to do so and upon the expiration of the notice, such member shall cease to be a member of the Electoral College, provided that the Board shall have power to accept his resignation earlier. |
|6.5.2. ||Provided further that such notice may be withdrawn within the period of two months or such further time as the board may at its discretion allow before acceptance of the resignation at the request of such member. |
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|7. ||General Meeting |
|7.1. ||Notice of General Meeting |
|7.1.1. ||Twenty-one days notice for calling a General Meeting (except in cases for which a specific period of notice has been provided in these articles) shall be given to all the members of the Company. |
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|7.2. ||Holding of General Meetings |
|7.2.1. ||Annual General Meeting shall be held once in every year in the city where the company has established its registered office at such place and time as the Board determines to transact the following business: |
- To receive annual report of the Board and audited statement of Accounts of the Company for the previous financial year and approve the same.
- To approve and sanction the Budget of the current financial year submitted with the approval and recommendations of the Board.
- To take note of the results of election of members of the Board for the current year.
- To approve the appointment of an Auditor or Auditors for the current year and fix his or their remuneration.
- To transact any other business of which due notice is given to the members.
- To discuss resolutions on matters of general interest to the membership of the Company, which may be placed before the meetings of the General Body.
|7.2.2. || |
The Annual General Meeting shall be held latest by the end of December in each financial year.
|7.2.3. ||Besides the Annual General Meeting the Board shall convene at the end of the six months, behalf yearly General Meeting before which the General Secretary will place a review of the activities of the Board for the half year and the Hon. Treasurer will submit the Statement of Accounts for the six months ended on 30th September of the year and any increase in the grant for expenditure sanctioned in the Annual General Meeting may be approved and sanctioned in the meeting and the president may address the members on such subjects as he may deem proper to bring to the notice of the members. |
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|7.3. ||Extra Ordinary General Meeting |
|7.3.1. || |
The Board may, whenever it thinks fit, convene an Extra-ordinary General Meeting for the purpose of transacting any special business.
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|7.4. ||Requisition for extra ordinary general meeting |
|7.4.1. ||Upon a requisition made in writing by such number of members as have, at the date of the deposit of the requisition, not less than one-tenth of the total voting power of all the members having at the said date a right to vote in regard to that matter, an extra ordinary General Meeting shall be convened except in case of (expulsion) of a member as provided in these articles for which the requisition shall be signed by at least 50 members. |
|7.4.2. ||Any such requisition made by the members shall express the object of the Extra Ordinary General Meeting proposed to be called and shall be left in the office of the Company or sent by post. Upon the receipt of such requisition, the Board shall proceed to convene a extra ordinary General Meeting with at least 21 days clear notice and such meeting shall be announced within 15 days from the date of receipt of such requisition. If the Board fails to convene such an extra ordinary General Meeting the members sending the requisition shall be entitled to convene an Extra ordinary General meeting by giving to all the members at least 21 days clear notice. Such an extra ordinary general meeting called by the requisitionists shall not be held after the expiration of three months from the date of deposit of the requisition, if there is no quorum in such an extra ordinary general meeting, the said meeting shall stand dissolved and it shall not be convened again except on a fresh requisition. |
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|7.5. ||Nature or business transacted at extra ordinary general meeting |
|7.5.1. ||At an Extra ordinary General Meeting, only the business of which notice has been given or such questions as may naturally arise thereon shall be transacted. |
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|7.6. || |
Extra ordinary general meeting for amendment of articles
|7.6.1. ||With prior approval of Central Government if necessary and subject to the provisions of the Companies Act, 1956 as to the power to alter regulations by special resolution, twenty-one days notice at the least, specifying the place the day and the hour of the meeting and nature of special business, shall be given of any Extra ordinary General Meeting convened to revise, alter or amend or repeal any of regulations contained in the Articles of Association of the Company. |
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|7.7. ||Resolutions passed at Extra Ordinary General Meeting |
|7.7.1. || |
Except as herein and in the Companies Act 1956 provided, a resolution passed at any Extra Ordinary General Meeting shall take effect and come into operation on the date on which the same shall be passed unless the time from which it shall take effect and come into operation be otherwise expressly stated in such resolution.
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|7.8. ||Quorum for General Meeting |
|7.8.1. ||One Third of the members of Electoral College or Fifty members present and entitled to vote shall constitute a quorum for all General Meetings, except for Extra Ordinary General Meeting convened under these Articles for expulsion of a member for which at least Half of the members of Electoral College or Seventy Five members present and entitled to vote shall constitute quorum. |
|7.8.2. ||If within half an hour from the time appointed, the requisite quorum of members is not present, the meeting shall stand adjourned to the same day after an hour of the scheduled time. |
|7.8.3. || |
At such adjourned meeting, excepting that of a General Meeting convened for (expulsion) of a member for which at least 25 members present and entitled to vote shall constitute a quorum, if the requisite quorum is not present, the meeting shall be rescheduled for a date not less than 21 days after the date of such adjourned meeting. New and Revised invitations shall be send to the members regarding the same.
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|7.9. ||Adjournment of General Meeting |
|7.9.1. ||The Chairman may, with the consent of the participants, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting of which adjournment took place. |
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|7.10. ||Voting at General Meeting |
|7.10.1. || |
Subject to the provisions of these Articles, every member shall be entitled to one vote and the vote shall be exercisable by the member.
|7.10.2. ||Every question or resolution submitted to a General Meeting shall be decided in the first instance by a show of hands; if a poll is demanded before or on the declaration of the result by at least fifteen members present in person or by the Chairman, it shall be taken in such manner as the chairman directs and the result of the poll announced by the Chairman shall be final. |
|7.10.3. || |
The Chairman may, if necessary, adjourn the General Meeting for the purpose of taking a poll.
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|7.11. ||Representation on public bodies |
|7.11.1. || |
The Company shall be represented on public bodies by the Chairman. Any other director of the Board, executive coordinator and/or member of the Secretariat shall represent the Company on public bodies only once authorized by the Board of Directors.
|7.11.2. ||Any person who ceases to be a member shall forthwith forfeit his right to represent the Company on any Public Body. |
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|7.12. ||Notice |
|7.12.1. ||A notice may be served upon a member either personally or by sending it through post in a prepaid letter or post-card addressed to such a member at such member's registered address. |
|7.12.2. || |
A member can choose to receive such communication digitally by email and waive the need to receive the same physically.
|7.12.3. ||Any notice sent by post shall be deemed to have been served at the time within three days by postal service and within twenty four hours by email. |
|7.12.4. || |
Any accidental omission to send a notice to any member or the non-receipt of a notice convening any General Meeting by any member shall not invalidate the proceedings of any such meeting.
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|8. ||Other Articles of the Company |
|8.1. ||Seal |
|8.1.1. ||The Board shall provide a common seal for the Company and shall also provide for its safe custody. |
|8.1.2. ||The seal shall never be used except by the authority of the Board previously given and in the presence of any two members of the Board who shall sign all documents and papers to which the seal of the Company is affixed and Deeds, Bonds and other Contracts duly sealed and signed as above mentioned shall be deemed to be duly executed. |
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|8.2. ||The funds of the Company |
|8.2.1. || |
The funds of the Company shall be deposited in the name of the Company in a scheduled Bank or Banks or Co-operative Bank or Banks and such parts thereof as shall not be required for the current expenses may, at the discretion of the Board, be invested in any manner as approved under the provision of the Companies Act.
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|8.3. ||Fund raising |
|8.3.1. ||The Chairman, the Directors, the Executive coordinator and any special committee appointed for the purpose of the fund raising by the Board shall be authorized to raise funds for the Company. |
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|8.4. ||Defects or irregularities in proceedings |
|8.4.1. || |
Any defect or irregularity found in the proceedings of the Board meeting may be rectified or condoned by the Board and those found in the proceedings of the General Meeting may be rectified or condoned by the General Meeting.
|8.4.2. ||No act of the Board shall be invalid or deemed to be invalid, notwithstanding than it may afterwards be found that appointment of any member was invalid by reason of any defect or irregularity. |
|8.4.3. ||Every Board member, member of the Secretariat, officer or servant of the Company shall be indemnified by the Company against and it shall be the duty of the Board to pay out of the funds of the Company, all costs, losses, charges and expenses which any such persons may incur or become liable to pay by reason of any contract entered into or act or thing done by him or them or their employees as such or in any way in or about the discharge of his or their duties including travelling and other expenses and the amount for which such indemnity is provided shall immediately attach a lien on the property of the Company and priority as between the member over all other claims. |
|8.4.4. || |
Subject to Section 201 of the Companies Act, 1956, no Board member or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Board member or officer or for joining in any respect of other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of the title to any property acquired by order of the Board or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or torturous act of any person, Company or corporation with whom any money, securities or effects shall be entrusted or deposited, or for any loss occasioned by any error of special judgment or oversight on his part or for any other losses, damages or misfortune, whatever, which shall happen in the execution of the duties of his or their officer or in relation thereto unless the same happen through his or their dishonesty.
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|8.5. ||Relationship between the Company and the Faculty of Architecture |
|8.5.1. ||CEPT University through the Faculty of Architecture will nominate two individuals to represent the Faculty of Architecture on the Board of the Company, herein called the FA representatives. |
|8.5.2. ||The FA representatives will be deemed full members of the Board with all voting rights. |
|8.5.3. ||The FA representatives will be responsible for the exchange of information and ideas between FA and the Company and to facilitate a smooth relationship between the two bodies. |
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|We the serveral persons whose name, addresses, descriptions and occupations are here unto subscribed are desirous of being formed into a Company not for profit in pursuance of these Articles of Association:- |
|Sr. No. ||Names, addresses, descriptions, |
occupation and signature
|Signature, name, address, |
occupation of the witness
|1. ||Bimal Patel |
S/o. Hasmukhlal Patel
Address: 11, Rambaug Society,
Ahmedabad - 380058.
Occupation: Architectural Practice
|Common Witness to the |
signature to the
Articles of Association
Vasant C. Tanna
S/o Sh. Chaturdas Tanna
702, Aniket Nr. Municipal Market,
Ahmedabad - 380009
M. No. 100422
|2. ||Rajesh Shah |
S/o. Indravadan Shah
Address: 1. Shree Apts.,
University Hostels Road,
Navrangpura, Ahmedabad - 380009.
|3. ||Neelkanth Chhaya |
S/o. Hariprasad Chhaya
Address: B-404, Sumeya Apartments,
Near St. Xavier's School,
Memnagar, Ahmedabad - 380052.
|Place: AhmedabadDated Dated this 14th day of December,2011 |