Example of Company Constitution


CONSTITUTION

Section : 1. Name and address :

Section : 2. Area of activity : Area of activity of the organization will be whole of Bangladesh, District, Upazila.

Section : 3. Aim and Objects:
This organization is non political voluntary and social welfare organization this will perform following function from development of the Society.

1) Development oriented project will be taken for the children and women.

2) To take welfare oriented activity for the socially mentally retarded and distress people and implement the people.

3) To introduce social educational system and arrange this system of education.

4) To introduce the program of family planning in a modern and natural method including public health.

5) To give micro credit lo9an and to cooperate financially and through creating organization and giving various deferent training and program to the employed youth and training to the rural infrastructure. 

6) To take step for the rehabilitation of the beggar and the distressed.

7) To cooperate in the development work water and electric supply, preservation of the environment and the implementation of social work.

8) To establish tailoring science and the cottage industry.

9) To cultivate fisheries give training and establish agriculture farm including cultivation of seasonal vegetable in a modern way and to supply good seeds and to give micro credit loan to the farmers through creating group. 

10) To take effective step of village non formal religious and mass education.

11) To arrange recreational facilities through sports and amusement.

12) To help in the implementation of EPI program and to give primary treatment by establishing satellite Hospital.

13) To make and repair road and pool and culverts and to implement age-old home and children home for the distressed poor and disable persons.

14) To introduce the corrective program of juvenile crime.

15) To help inn the prevention of crime related program of deferent quartiles through deferent social program and to step women repression.

16) To help the people affected by natural calamities and to rehabilitate them.

17) Ti establish school  and college for the primary and higher education of the orphan, distressed and poor meritorious students.

18) To take initiative for the welfare and rehabilitation of the physically disabled persons

19) To advise for the elimination of the malnutrition of mother and child and anemia. To Establish health and sanitation.

20) To coordinate the work of the voluntary organization.

21) To cooperate in the micro credit loan for the neglected women and men and unemployed youth of the society through giving different training.

22) To motive in the savings trough forming groups for savings.

23) To make Sections of members of the organization saving oranted and to arrange loan for them.

24) To introduce primary medical center and  agriculture project.  

25) The area of activity of the organization will be under the control of any area of Bangladesh and act will according to the order of central office for the implementation of the above mentioned program properly and to crate a healthy environment in the area of the director of activity organization will be entitled to the power of implementation of the program if it gets any program from the donor organizations. The organization could take money and loan for giving loan to the members for investment. To gives all kinds of financial cooperation for the establishment of various small scale industry and to give training business to all unemployed members.



26) To give health service to the poor by giving homeo and allopathic medicine.         

27) To publish the books development for the interest of the grganization and to publish daily, weekly papers.

28) To observe all national days.

29) To preserve and produce goods seeds.

30) Make aware about the impacts of curly marriage and to stop it and make arrangement of marriage of poor girls without dowry.

31) To establish deep tuble and make arrangement for the care unidentified body.

32) To make aware about HIV and arsenic.

33) To establish small scale industry and to publish, research and agricultural development publication.

34) To establish to cow farm and poultry farm.

35) To make the farmer aware about the various kinds of vegetable and cash crops and publish books about the subjects.

Section – 4. Minimum members : 25 persons


Any man/woman above 18 years of age of irrespective of religion living in the area of activity could become member of this organization inspired by the program of this organization. At the beginning the minimum member of the organization will be 25.

Section : 5. Subscription fee of the member/members:            

The members will have to give 100/- subscription in every month.

Section : 6 . Qualification and disqualification of the members:

(a) Any man/woman willing to become member of the organization. Shall have to submit the application in fixed form to the president/secretary with the recommendation of two member/members.


(b) After the approval of the application by the Executive Council. Every member shall have to submit 100/- admission fee and 50/- as weekly saving.

(c) Every member will have to be the resident of the area of the activity.

Section : 7. Classification of the Members :

This organization have six kinds of members :
1) General Member
2) Executive Member
3) Founder Member
4) Life Member
5) Donor Member
6) Temporary Member

1) General Member :

Those who will give 100/- admission fee and give monthly subscription fee of Tk. 100/- then will get General Membership and will be entitled to vote.

2) Executive Member :  

Those who will be elected every three consecutive year to run the activity of the organization through the vote of the General Member will get the treated as the Executive Member.

3) Founder Member :

Those who devoted themselves to establish this organization at primary level will be treated on the founder member. They could not apply there voting. Only they will give advise in the Executive Committee.   

4) Life Member :

Those who will give at one time money of Tk. 50,000/- (Fifty thousand) or equivalent properly for this purpose give one time money or property they will get the life membership of this organization. Like advisor they will be remain as the life member. They will obey the rules of the organization.





5) Donor member/members :

He or those who will give money in monthly/ quarterly / annual money at a fixed rate or equivalent of amount of property he will become donor/ member/ members. But this amount of money will not be less than 50,000/- (Fifty thousand).

6) Temporary member/members :

Those members who will take income oriented in savings service training, loan service by obeying the rules of this organization by taking income training from branch and sub-branch to run the activities of the organization. They will become temporary member and they will not entitled to voter. Only the 6 No. Member will be bound to obey the rules or law of this organization for the interests of this organization. In this regard no complain will be accepted.

Section : 8. Cancel of membership and recover of rules :  

1) Cancellation of the membership : Membership will be cancellation in the following reasons:

(a) If any one fail to pay the subscription for the three consecutive months.

(b) Remain absence for the three consecutive without notice.

(c) If engage in any activity contrary to the interest of the organization.

(d) If any one dies

(e) If punished by the court

2) Re-institute of the membership :   

If the membership cancelled for the reasons according to sub-section A & B of section 8 and 9. Then for getting membership again application can be applied to the president to membership can be regain by paying Tk. 100/- admission fee including all other arrear fee and subscriptions according to the decision of the Executive committee. But if membership is cancelled for the above reason then this regaining of membership will be treated as disqualified.




Section : 9. All other classification of various kinds of committee council and composition and  activities.  

There will be three Council to run this organization properly and normally. Those are : (a) General Council, (b) Executive Council, (c) Advisory Council.

A) General Council :

It will be consist of all general member/members. It will have maximum power. This council will elect the office bearers of Executive Council through the election of the members of this council. This council will approve Budget and amend construction of the organization and will settle the matters related election and other complex matters. The General Council session will be held at least one in a year.  

B) Executive Council :

The Member/Members of the Executive Council will be 9 persons.
1) President ............................................... 1 Person
2) Vice President .......................................  1 Person
3) Secretary ............................................... 1 Person
4) Assistant Secretary ...............................   1 Person
5) Treasurer .............................................. 1 Person
6) Publicity Secretary ..............................    1 Person
7) Organizing Secretary ...........................    1 Person
8) Member ................................................  2 Persons
                                                          Total 9 Persons     

The executive council will be constituted through the voting of the general member in the election. This council will be run the day to day activities of the organization.  The meeting of this council will be held at least once in every month. This council will submit annual report to the annual general meeting of this organization. They will kept all kinds of account.

C) Advisory Council :

This Advisory Council will consist of 5 members of the eminent persons of the area of the activity of the said organization. They will give advise for all kinds of development of the said organization and will try to give solution of different problems.



Section : 10. Tenure of Committee/Council    


1) Power of the Executive Committee:

A) The Executive Committee will conduct all kinds of activities.

B) The Executive Committee will be responsible to the General Council for the activity of the Council.

C) The Executive Committee will plan for the development of the organization.

D) The Executive Committee could give take and accept all kinds of sale, purchase and possession or lease of the property of the organization.

E) The General Council Execution Committee could expel or in need could take legal actions against him for the interest of the activities harmful to the organization or Country to the Organization.

F) The Executive committee shall have jurisdiction to reject the post of General member/members.

G) The Executive Committee could of course form the various subcommittee according to measures and facility to run all kinds of activity of the organization in need. The Tenure of the Executive will be 3 years.   

2. Duties and responsibility of the President

A) He will act as the constitutional head.

B) He will preside over the meeting of the Executive Committee/Council and the general council and will adjourn the meeting.

C) He will determine the rules of the organization on the basis of the opinion of the member / members.

D) He will entitled to give hi9s casting vote if favored against vote decision is equal.

E) He will give all kinds of cooperation to the Secretary for the implementation of any project of Donor organization.


F) He will recommend all appointment, implementation and contact according the rules of the organization.      


3. Duties and responsibility of the Secretary

A) He will conduct overall activity of the organization and will implement all planning according to the decision taken.

B) He will keep the income and expenditure of the organization and will sign in the book of all loss and expenditure.

C) He will call all kinds of meeting and will act according to the decision of the meeting with the consultation of the Chairman. 

D) He will maintain all responsibility of all kinds of property of the organization.

E) He will submit a report to the general meeting of annual income and expenditure and activity of the organization by calling a general meeting after every year with the discussion of the Chairman.

F) He will conduct the activities of the representative, spokesman and executives of the organization.

G) He will appoint the employees to contact will kinds of organization and other against along and supervisor of branch and sub branch and will grant leave and will conduct all administration activity.

H) Secretary himself will advise to the divisional activities of the organization.

I) He will for the interest of the organization will take final decision in any subject. Secretary could implement in activities of the branch and sub branch by exercising his power.

J) He will maintain all kinds contact in these matters of the project of Government, Semi Government and autonomous and NGO.

K) Secretary could arrange emergency meeting with General and Executive Council if there is damage caused to the organization due to any activity of the Chairman or anti state activity and if there is no possibility any such damage to the organization in future. That meeting could take any decision against the Chairman. The Chairman will be bound to obey that decision. The sub committee could appoint any one as the chairman from among the wealthy person/general member/ founder member/ temporary member for the interest of the organization and that law will be equally applicable to every member. But he could give that appointment after 90 days of the composition of new sub committee.



4. Responsibility of the Vice Chairman                 

In the absence of the Vice Chairman he will supervise all activities including the chairmanship.

5.  Responsibility of the Assistant Secretary

The Secretary will supervise all kinds of activities in the absence of the Secretary.


6. Duties and responsibilities of the Treasurer

A) The Treasurer will keep all kinds of accounts of the found of the said organization. He will carryout the responsibilities of all kinds of papers including monitory accounts receipt, voucher, Bank Pass book, chaque and other financial matters or benefit of the organization and he will be bound to give all kinds of accounts to the secretary.

7. Duties and Responsibilities of the Publicity Secretary

The Publicity Secretary will carryout the duties of all kinds of publication of the organization and all kinds of publicity of meeting of the organization.

8. Duties and Responsibilities of the Organizing Secretary

He will cooperate with the proper conduct of the meeting related to the law and order of the organization and the matters related to the admission of the members.

9. Duties and Responsibilities of the Members

He will cooperate with the proper conduct of the meeting related to the law and order of the organization and the matters related to the admission of the members.

Section : 11. Classification of the Meeting


A) Annual General Meeting:
This meeting will be held in presence of the member/members. The annual general meeting will be held within 3 months of the end of each financial year.

B) Special General Meeting :    

This meeting will be held in the year as needs. One working committee will be held once in every month or 6 months.




C) Meeting of working Committee/Council :

In the presence of the working committee this meeting will be held once in every month.

D) Called Meeting :

If President/ Secretary do not call meeting according to constitution . The president /Secretary will call that meeting if 2/3rd members in written appeal for meeting. If the meeting are not called within 30 days of the submission of the meeting. The applicant could call the meeting and their decision will be treated as cancelled.  

Section : 12. Duration of Notice of calling meeting   


A) Calling of Meeting :

Secretary will call special Meeting/General Meeting of the working committee with the consolation of the president. 

B) Notice of the Meeting :

Notice is to be given at least 15 days of holding general meeting. For the need of emergency meeting, notice of the meeting will have to be giving three days before issue notice. Notice is to be given 7 days before the session of working committee. In need committee meeting can be called by inviting committee meeting 24 months before issuing notice in every emergency need. But the urgent decision of every emergency meeting could be approved in the next regular meeting.

Section: 13. Meeting Quorum    


Quorum of meeting will be fill up with the presence of one-third members of the organization and one-third members of general council and working committee and they hold meeting, that meeting will not held if quorum will not fill up within 30 minutes of the fixed time meeting is to be called by issuing notice again.

Section : 14. Details of the called meeting and bring log no confidence


A) If any member of the working council cause any harem contrary to the interest to the organization the president/secretary could call meeting of two-third members of that council bring no confidence against him. Calling meeting be invited for no confidence against all members of the working committee through the written application of two-third general members. and the decision of that meeting will be treated as the final.



B) If any post of member become vacant through non confidence that working committee could fill up the vacant post by corrupting the post within 30 days.

C) If all post of the working committee become vacant or committee is dissolved then the working committee is to be recons titled within 30 days by converting general meeting.

Then committee can be run by forming adhoc committee is the interim period.

Section : 15. Formation of Election Committee and conduct of Election:

1) Formation of election committee:
The appointment of 3 members election committee is to be given within at least 15 days before the election according to the decision of the working committee. In the election committee one is to be appointed a chairman another two will be members of this commission who will be election from among the members. No member or chairman of the commission could not participate in the election.

2) Conduct of Election:

A) The Election commission will announce election schedule, the amount of security of the candidate and rule of the election.

1) Date of acceptance of nomination paper.
2) Date of scuttling of the nomination.
3) Date of withdrawal of the nomination.
4) Publication of the list of final candidates and date of allocation of the symbols.
5) Date and time of holding election.

B) Nomination paper is to be submitted in the form fixed by the election committee.  

C) If the nomination paper f any candidate is to cancel then he could appeal to the election committee chairman within 24 hours of the cancellation of nomination paper. Hearing is to be given within 24 hours of submission of this appeal. In this the verdict of the commission chairman will be treated as final.

D) The election commission will supply legal voter list, ballot paper, ballot box, seal stamp and other goods to the executive committee and working committee.

E) If there is no more than one candidate then election commission will have the power to elect him.





F) The election will be held through secret ballot paper. All kinds of election related papers and records paper would have to give to the president of the organization by filling up the packet with seal after the election through declaration. Any decision of the commission about the election will be treated as final.       

Section : 16. Source of Income and rules of extending money:

1) Source of fund:

A) Members admission fee and realize of subscription
B) Donation of wealthy persons
C) Govt. and semi Govt. donation.
D) Country and foreign organization donation
E) Dividend of produced goods
F) Money could e collected through lottery exhibition or any other way to the committee.
G) Income against investment

2) Rules of expending money
A) All money should be received through receipt book.
B) A Saving/Current account is to be opened to any branch of commercial bank to conduct the monetary transaction of the organization.
C) Approval of the Secretary is to be taken of more then Taka 1,00,000/- (One Lac) is to be withdraw for the need by organization.

D) Voucher approval is to be taken at the next meeting of the Executive Council after expending the money expenditure approval and budget is to be passed at annual general meeting.

Section : 17. Conduct of the Bank Account :

Any of the President/Secretary and treasury including Secretary could run the bank account in any commercial bank in the name of organization through joint signature of the three. According to the decision of the executive council.

Section : 18. Examination of the Account:
       
Account is to be audited by any approval Audit Party by any social Work Officer at the end of year. Account is to be submitted in the general meeting for the information of all section change and modification of the constitution.





Section: 19. Change and notification of the constitution: 

Could be amended with the approval of the registration authority. If any change of sub section of any section of the constitution needs in any circumstance partially or wholly then it should be amended with 2/3rd members present in the General Council. Those subject that have not been recorded in the said constitution or there is no clear solution in constitution that matters could be implemented in the interring period subject to the approval of the next annual General Meeting of the Executive Council.

Section : 20. Winding ship of the rules :

If running of the organization is not possible due to any financial or any other reason this application is fixed form of the registration authority is to be applied by taking decision of the 2/3rd General Members of the organization. Registration authority will take next necessary action in the regard.

Section : 21. Administration and financial relation with the branch and sub branch of the national based organization :  
     
The branch office of the national based organization will be run by the administrative activities centre. All kinds of financial transaction will be run by the centre. If any donor agency is eager to implement the project of the said organization when it could run by the said rule.

Section : 22. Rules for running the activity of branch and sub section :  

The main branch could run the activity of the organization at union, Police Station, District by opening branch offices at any place of Bangladesh. For this it is not require any approval. Only approval of the proceeding of the meeting is to be taken from registration authority by opening branch. 
 

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