CONSTITUTION
OF
SWEDEN
ALUMNI NETWORK BANGLADESH (SANB)
PREAMBLE
1.
Sweden Alumni Network Bangladesh (SANB) is
an organization whose members are a heterogeneous group of Bangladeshis’ having
common ethos and academic identity due to successful completion of a course or
courses (Graduate, Post- graduate/fellowships/certificate courses) of academic
study from any Swedish Government approved and registered Swedish education
institution through Swedish Government funding/Scholarship/International or
Bangladeshi scholarships/Self-financing. This Network aims to bridge Swedish
and Bangladeshi institutions and societies and assist in development of
Bangladesh by providing service, cooperation, and consultation in the areas
where its members have acquired expertise. Also, this Network will provide the
necessary platform for its members to communicate amongst themselves and an
effective network amongst its members and other such networks for knowledge
sharing and enhancing.
PRELIMINARY
2. The
Network will follow all rules and regulations set by Swedish Institute, Swedish
Institute Alumni Network and the Embassy of Sweden in Dhaka, Bangladesh.
3. The
regulation contained in schedule 7th of the Companies Act, 1994 together with
the regulations hereinafter adopted shall be the regulations of this Network.
4. The
Rules and Regulations for the management of the Network and for observation by
members thereof and their representatives shall, subject to any amendments that
may be made thereafter, be those contained in these Articles.
INTERPRETATION
5. In
these Articles unless there be something repugnant in the subject or context in
consistent therewith:
·
“The Act” means the Companies Act, 1994.
·
“The NETWORK” means Sweden Alumni Network
Bangladesh (SANB), herein after also referred to as SANB.
·
“Aims and Objectives” means the Aims and
Objectives of SANB or the Network as defined in the Memorandum and Articles of
Association.
·
“Committees” and “Sub-Committees” mean
Committees and Sub-committees duly appointed by the Executive Committee of the
Network or by the General Body and its short form is EC.
·
“Executive Committee” means the Governing
Body of the Network or SANB duly elected by the General Body and its short form
is EC.
·
“Meeting” means the Annual General Meeting
(AGM), the Extra Ordinary General Meeting, Emergency General Meeting and the
Meeting of the Executive or other Committees or Sub Committees of the Network.
·
“Rule and Regulations or Rules” means
Rules and Regulations of the Sweden Alumni Network Bangladesh.
·
“Year” means the financial year reckoned
from 1st July and ending on 30th June.
·
“Month” means calendar month.
·
“Election” means election for the office
bearers of the Network.
·
“Office” means the registered office for
the time being of the Network.
·
“Chairperson” means the Chairperson of the
Network or SANB from time to time, elected under the provisions of these
presents.
·
“Vice Chairperson” means the Vice Chairpersons
of the Network or SANB from time to time, elected under the provisions of these
presents.
·
“General Secretary” means the General
Secretary of the Network or SANB for the time being elected under the
provisions represented.
·
“Treasurer” means the Treasurer of the
Network or SANB for the time being elected under the provisions of these
presents.
·
“Members” means General Members, Associate
Members (Network member), and Life Members as defined in the Rules of the
Network.
·
“Special Resolution” and “Extra-ordinary
Resolution” have the meanings assigned thereto respectively by the Companies
Act, 1994.
·
“Register” means register of the members
to be kept pursuant to section 34 of the Companies Act, 1994.
·
“The Registrar” means Registrar performing
under the Companies Act the duty of Registration of the Companies.
·
“In Writing” and “Writing” include
printing lithography, typed writing, telex, Fax and other modes of representing
or reproducing words in a visible form. Words imparting the singular number
only include the plural number and words imparting the plural number only
include singular number also. Words imparting the masculine gender only include
the feminine gender and words imparting the feminine gender only include the
masculine gender also. Words imparting persons include bodies corporate,
companies, firms, associations/Networks, non-government and co-operative
society. Words or expressions in these Articles shall except where it is
repugnant to the subject or the context, bear the same meanings as in a
Standard English Dictionary.
BUSINESS
6.
The Business of the NETWORK shall include
the several objects expressed in Memorandum of Association or any of them.
NUMBER
OF MEMBERS
7.
The Network or SANB members with a total
of around 1000 general members. The Executive Committee, hereinafter referred
to as EC, may, whenever the Network or SANB requires, register an increase of
members such that the number of members may be unlimited.
MEMBERSHIP
8. The
following are the criteria for eligibility for becoming members of SANB:
a. General
Member (The short form of it is ‘MEMBER-G’): A Bangladeshi citizen qualifies to
be a general member of the Network if that person has successfully completed a
course or courses (undergraduate/post- graduate/diploma/fellowships/short
certificate courses) of academic study of at least six-month duration and has
returned after obtaining his academic degree/certificate from any Swedish
Government approved and registered education institution. Member-G will have to
pay the membership registration fee as well as monthly or yearly fees together
with the fees that are applicable for special event attendance. Member-G can
participate in EC election and vote, and will have all other rights, privileges,
and entitlements what the rules and regulations of this association permit.
b. Associate
Member (Or Network Member) (Short form of it ‘MEMBER A’): A Bangladeshi citizen
qualifies to be an associate member/network member of the Network if that
person has successfully completed a course or courses i.e. short courses of
less than six months of academic study and has returned after obtaining his
academic diploma/certificate from any Swedish Government approved and
registered education institution. Member-A will have all privileges and
entitlements of a general member (Member-G) except the voting right in, and
participation of, the general election. Member-A upon application can be a
member by paying a one-time admission fee only. They will not have to pay the
monthly or yearly subscription unless he is co-opted in the EC and attends the
special event for which special attendance fee is applicable for all members.
c. Life
Members: A general member can become a Life Member by paying 10 years’ annual
fees at a time. life member will have
all privileges, entitlements, and responsibilities of a general member.
d. Patron:
A person (foreigner or Bangladeshi) can be made a patron of the Network by the
Executive Committee for a specific period in recognition of her/his past,
present or affirmed contribution to and involvement in the Network. However,
Swedish Ambassador to Bangladesh will automatically be a patron of the network.
In addition, founding chairperson of the ad-hoc committee/convening committee,
Ambassador of Bangladesh to Sweden, any nationally or internationally reputed
person and entrepreneur could be a patron too.
APPLICATION
FOR MEMBERSHIP
9.
Any person successfully completed a course
or courses (undergraduate/ postgraduate/ diploma/ fellowships/ short courses)
of academic study and has returned after obtaining his academic
degree/certificate from any Swedish Government approved and registered
education institution can become a Member of the Network shall apply to the Chairperson
in the designated form. Membership shall be decided by the Executive Council
upon submission of the filled application, fees, and proof of his academic
attachment with Sweden, as mentioned above.
QUALIFICATION
OF MEMBERSHIP
10.
The following qualify to be a member:
Member-G: A Bangladeshi citizen qualifies to be a general member of the Network
if that person has successfully completed a course or courses (undergraduate/ postgraduate/
diploma/ fellowships/ short courses) of, at least, three months of academic
study and has returned after obtaining his academic degree/certificate from any
Swedish Government approved and registered education institution. Member-A: A
Bangladeshi citizen qualifies to be an associate member (Network member) of the
Network if that person has successfully completed a course or courses
(fellowship/short courses) of less than six months (e.g. funded by SI or other
Swedish Organizations) and has returned after obtaining his academic
diploma/certificate from any Swedish Government approved and registered
education institution.
FEES
AND ACTIVATION OF THE MEMBERSHIP
11.
a. A
general member shall pay an annual membership fee of BDT.500 or a lifetime
membership fee of BDT.2000 and such other fees as may be determined by the
General Meeting.
b. A
person who qualifies to be a general member can be a general member upon
successful completion of her/his membership, which will only be activated
through payment of at least one-year’s membership fees and membership
registration fees and the final approval of SANB EC.
c. A
general member shall be allocated a membership number (permanent) on payment of
the first year’s membership fees.
d. An
Associate/Network member shall pay a registration fee and one-time membership
fee to become a member. Upon application in prescribed form and the payment of
fees and submission of proof of attachment with Swedish institution, one can be
an Associate/Network member.
CESSATION
OF MEMBERSHIP
12. A
person ceases to be a member of the Network –
a. If
he does not pay his annual subscription within 3 (three) months of the current
year or if his membership is not renewed during the next year. This applies to
Member-G.
b. If
he is adjudicated insolvent.
c. If
he has been found guilty of an offence of fraud, cheating, theft, and breach of
trust or misappropriation or of any such offence rendered by him, in the
opinion of the Executive Committee, unfit to be a member. Or any conduct in
breach of the Network’s constitution and general laid/set forth herein or
implied norms, ethics, practices written or unwritten.
d. If
he is found to be a lunatic or of unsound mind and adjudged as such by a
competent court of law.
e. If
a member is corporate body and it is wound up.
f.
A person resigns from the Network through
a written application placed to the Chairperson.
g. General
Meeting endorses a decision made by the EC to suspend a member of the Network
on a valid reason (e.g., performance/actions do not comply with the interests
or spirits or the Constitution of the Network.
MEMBERSHIP
ENTITLEMENTS, PRIVILEGES AND RESPONSIBILITIES
13.
a. Rights:
i.
to attend general meetings (apply to both
Member-G and Member-A)
ii. to
compete and vote in the election of the EC applied to only Member-G and life
members (general members only).
iii. to
avail other rights determined by the Network.
b. Privileges:
i.
to participate in programmers/activities
of the Network on invitation; applied to all types of members.
ii. to
be selected as a member of any sub-committee by the EC. This clause applies primarily
to Member-G, but the EC can co-opt, at best, TWO (2) Member-A in Executive Committee,
when necessary, based on competency and requirements.
c. Responsibilities:
i.
to uphold the Vision, Mission, and
Objectives of the Network.
ii. to
refrain from doing anything contrary to the spirits and Constitution of the
Network.
iii. to
abide by the decisions made by the EC and General Meetings
d. Patrons
and Member: -A will have all rights, privileges, and
responsibilities of general members except voting rights and the right to be
elected to the Executive Committee.
e. Rights,
privileges, and responsibilities are not transferable.
f.
All rights, privileges and
responsibilities automatically terminate upon cessation of the person’s
membership.
SOURCES
OF FUND
14. The
Network will create and maintain its fund from following sources:
a. Admission/Registration
fee (if applicable) and annual subscription from Members-G and Member-A.
b. Funding
from Swedish Institute, Swedish Institute Alumni Network, the Embassy of Sweden
in Dhaka or from any Swedish Organization.
c. Donation,
contribution, charity, gifts, gratuity, prizes, etc. from any member or from
generous persons and monetary assistance received from Government of
Bangladesh/Sweden, social association, and other organizations as well as other
individuals.
d. The
earnings received from the movable and immovable property of the Network.
e. Sale
proceeds of booklets, forms, and other publications of the Network.
f.
Goods and money earned from the business
of the Network.
g. Any
amount earned by the Network in a legal manner.
h. Earnings
from fundraising and other activities.
i.
All the cash and kinds received by the
Network at the time when this Constitution came into force.
15. To
fulfill the objective of the Network, the Executive Committee can become the
owner of any property movable or immovable and can administer the same for the
interest of the Network.
16. A
General Meeting shall be held every year, and it would not exceed 15 months
after holding the last preceding annual meeting at a place and time as
determined by the Executive Committee. The following business shall be
transacted at the meeting –
a. Confirmation
of the minutes of the last meeting.
b. Presentation
and adoption of the Annual Report on the Network.
c. Presentation
and confirmation of duly audited statements of accounts and passing of the
budget for the coming year.
d. Appointment
of auditors and fixation of their remuneration.
e. Announcement
of the names of the newly elected Executive Committee.
f.
Review the past and ongoing activities.
g. Decision
on the projects and programs to be undertaken by the EC.
h. Recommendation
for next year’s activities.
i.
Discuss the next year’s budget.
j.
Bring changes in the Constitution, if any.
k. Discuss
any other matters and subjects put forward by the EC.
l.
Any other business that may be placed
before the meeting with the permission of the Chair.
17.
The first general meeting and the election
of the first Executive Committee of the Network shall be held at such time not
less than one month and not more than three months from the date of
registration of the Network with the Registrar of the Joint Stock Companies of
Bangladesh. However, any delay due to natural disaster or unusual situation can
be considered by the Convening committee or EC in holding the election as
stipulated here.
18.
Not less than 14 days’ notice to the
members specifying place, day and hour of meeting with a statement of the
business to be transacted at the meeting shall be given either by notice sent
by post or otherwise, provided always that not less than twenty-one days’
notice shall be given of a meeting to pass a special resolution specifying the
intention to propose the resolution as a special resolution.
19.
The accidental omission to give any such
notice to or the non-receipt of notice by any of the members shall not
invalidate the proceedings at any such meeting.
20.
No business shall be transacted at any
general meeting unless the quorum requisite shall present at the commencement
of the business if the members of the Network at the time of the meeting do not
exceed thirteen in numbers, the quorum shall be 7 (seven), and if they exceed
thirteen there shall be added to the above quorum one for every five additional
members with the limitation so that no quorum shall in any case exceed
thirteen. The quorum for any AGM/SGM shall be at least 51% percent EC members.
If the quorum is not fulfilled, the attendance of 100+ of general members shall
be deemed sufficient to fulfill the quorum for the second time. Provided always
that the quorum for any amendment to the existing Memorandum and Articles of
Association shall be at least two-thirds majority of attendees in the AGM/SGM.
21.
The Chairperson of the Network shall be
entitled to take the chair at every general meeting and if at any meeting she is
not present, the Vice-Chairperson or in his absence Vice Chairperson or members
present shall select any one of the EC members to take the chair for the
meeting.
22.
If within half an hour from the time
appointed for the meeting a quorum be not present, the meeting if convinced
upon such requisition as aforesaid shall be dissolved, but in any other case it
shall stand adjourned to the same day in the next week at the same time and
place, and in such adjourned meeting if no quorum is present, it shall be
adjourned sine-die. However, in such a case if members continue to be absent
despite notification and the quorum is not fulfilled, attendance of the 51% of
the EC members can take the decisions related to daily business and strategic
development.
23.
Every question submitted to a meeting
shall be decided in the first instance by a show of hands and in case of
equality of votes, the Chairperson shall, both on a show of hands and at a poll
have a casting vote in addition to the vote or votes to which he may be
entitled as member. In case the meeting takes place digitally, email and other forms
of digital technologies can be considered for ensuring the voting of the
members.
24.
Minutes of the proceedings of all meetings
(Annual or Extraordinary or Executive Committee) shall be kept in the
Registered Office/General Secretary and signed by the Chairperson of the
meeting.
25. VOTES:
a. Every
Member-G shall have one vote.
b. Voting
may be given by personal presence only. In special circumstances, digital
voting can be allowed if organized efficiently with no doubt.
c. The
majority of votes will decide all questions in the meeting.
d. A
new Member-G who pays his first Annual Subscription within the stipulated time
and before 3 months of the general election/selection shall be able to attend
for election/ selection in the Executive Committee for the subsequent year.
26. The
Executive Committee may whenever think fit and they shall on the requisition of
1/10th (one tenth) members or the attendance of 100+ of general members shall
be deemed sufficient to proceed to convene an Extraordinary General Meeting of
the Network and in the case of such requisition, the following provisions shall
have effect:
a. The
requisition must state the objects of the meeting and must be signed by the requisitions
or a majority of them may themselves call the meeting, but in either case any
meeting so called shall be held within 3 (three) months from the date of
requisition.
b. If
the Committee does not proceed within 21 days from the date of requisition to
cause a meeting to be called, the requisitions or a majority of them may
themselves call the meeting, but in either case any meeting so called shall be
held within 3 months from the date of requisition.
27.
The General Meeting referred to in
Clause-15 shall be called Ordinary General Meetings; all other meetings of the
association shall be called Extraordinary General
Meeting.
28.
ELIGIBILITY TO ATTEND GENERAL
MEETINGS: very member and patron who has
acquired membership as per the Constitution of the Network shall be eligible to
attend the AGM. However, fees for attending the subsequent social event, or the
social event combined with AGM, may require member to pay the fee in advance.
29.
PROCESS OF ORGANIZING GENERAL MEETINGS:
The AGM/EGM shall be organized by the EC through a notice issued to all general
members and patrons of the Network, and a general notice to the Network’s
social site/website, at least 30 (thirty) days in advance indicating the date,
venue, time, and the agenda (provisional) to the discussed.
30.
AGENDA PROPOSED BY MEMBERS: The notice of
the AGM/EGM will include a request to put forward written proposals by members
for inclusion in the agenda of the AGM/EGM. Such proposals must reach the
General Secretary two weeks before the AGM/EGM. Such proposals will be included
in the agenda with the approval of the EC.
31.
VALIDATION OF DECISIONS: The decisions
passed by the simple majority of the attended members of the AGM/EGM shall be
valid, if not mentioned otherwise in the Constitution.
32. EXECUTIVE
COMMITTEE (EC): Formation of the Executive Committee-
a. The
Management of the affairs of the Network shall be vested in a body hereinafter
called the Executive Committee consisting of members not exceeding 13
(thirteen) in number. The Executive Committee shall consist of One Chairperson,
One Vice Chairperson, One General Secretary, One Joint Secretary, One
Treasurer, One Joint Treasurer, One Research and Publication Secretary, One
Event and Cultural Affairs Secretary, One Social Welfare and Networking
Secretary, Two Executive Members, and Two Ex-officio Members.
o
Chairperson 1
o
Vice-Chairperson 1
o
General Secretary 1
o
Joint Secretary 1
o
Treasurer 1
o
Joint Treasurer 1
o
Research and Publication Secretary 1
o
Event and Cultural Affairs Secretary 1
o
Social Welfare and Networking Secretary 1
o
Executive Members 2
o
Ex-officio Member (Immediate Past
Chairperson and General Secretary) 2
þ Total
13
b. The
immediate post Chairperson will serve as ex-officio members, if not
elected/reelected for other posts.
33. All
members of the Executive Committee shall be elected by secret ballot/online
voting/consensus in the AGM/EGM of the general members in an election conducted
by the Election Commission. However, the Election Commission comprising three
members (from Member-G who are not interested to contest for election and have
adequate experience and qualifications) will conduct election based on the
panels consisting of interested candidates who want to contest in the election.
The Election Commission shall be approved by the EC. Members in the panel
contesting for election should be the general members (Member-G) who have
active membership with yearly subscriptions paid on time. Election commission
will try to ensure, as much as possible, that there is an equitable
participation of the general members with diverse backgrounds, such as Member-G
with SI scholarships, Member-G with international/Bangladeshi/self-financing
background, and Member-G with Swedish Government Scholarship. This is to ensure
inclusiveness and equitable participation.
34.
The Executive Committee shall have the
power to fill up by co-option any casual vacancy in the list of Office Bearers
caused by death, resignation, removal or otherwise any member thereof from
amongst the members and the resultant vacancy in the Executive Committee by
co-option from amongst the General members and Associate members, if found
suitable. It is desirable that every panel vacates 1/2 executive- member
positions at the time of election so that after being elected, newly elected EC
can co-opt 1/2 executive members from the associate/network member category.
This will ensure inclusiveness in EC.
35. In
case where there is only one panel contesting for the election, no election
needs to be conducted, and the Election Commission can announce the panel
winner uncontested. Further, if it is decided in the AGM that a new EC shall be
made on consensus, this shall be reported to the election commission. In that
case, the Election Commission will finally announce the newly elected/selected
executive committee after proper assessment.
36. The
term of the office of the Executive Committee including the Office Bearers
shall be for a period of 2 (two) years from the date of assuming charge.
Provided that since term of election is a different kind of new election, all
willing members including the members retired can contest in the first election
under the new system.
37. The
office of a member of the Executive Committee shall “ipso facto” stand vacated
if-
a. He
is found to be of unsound mind by a court of competent jurisdiction, or
b. He
is adjudged and insolvent, or
c. He
absents himself from three consecutive meetings of the committee or from all
meetings of the committee for a continuous period of three months, whichever is
the longer, without leave of absence from the committee, or
d. He
is convicted by a court of competent jurisdiction for an offence of moral
turpitude, or
e. He
by notice in writing to the Executive Committee resigns his office, or
f.
He is found to be acting against the
interest of the Network.
38.
The election of members of the Executive
Committee shall be determined by the majority of the votes of members present
at the meeting in which the election is held unless otherwise it is decided in
the AGM that the new executive committee will select on consensus. The votes
will be taken by secret ballots according to the direction of the Election
Commission according to the manner as decided in the Executive Committee
meeting held previously to the election.
39.
There should be frequent Executive
Meetings, at least once in two months.
40.
Notice of at least three days for the
Executive Committee Meeting specifying the place, the day, and the hour of the
meeting as well as the general nature of business to be transacted shall be
given through the Secretary. Non-receipt of notice by any member shall not
invalidate any proceeding of the meeting.
41.
The quorum of the meeting of the Committee
shall be 7 (seven) members present in person. No business shall be transacted
unless the quorum of the members is present at the commencement of the
business.
42.
The Chairperson shall preside over the
meetings of the Executive Committee. If he fails to attend the meeting within
thirty minutes of the appointed time or declines to take the chair and lead the
meeting, the Vice-Chairperson will take the chair. If the Vice-Chairperson is
absent or declines to take the chair, the General-Secretary will preside over
the meeting. If the Chairperson, the Vice-Chairperson and others remain absent
or decline to take chair, the Executive Members will elect the General
Secretary to take the chair and lead the meeting. The decisions of these meetings
would be valid and final. The Chairperson shall preside over the meetings of
the Executive Committee.
TENURE
OF THE EC
43.
The tenure of an elected EC will be no
more than two years. The tenure of the EC will finish on 30 June of the second
year. EC shall co-opt any casualty and vacancy.
44. MEETINGS
OF THE EXECUTIVE COMMITTEE:
a. The
General Secretary, on the advice of the Chairperson, shall provide a notice
along with the agenda to be discussed at least 3 (Three) days in advance of any
Executive Committee meeting. Each notice shall state the time, place, and date
of the meeting.
b. The
meeting of the EC shall generally be held at least 6 times a year unless any
unusual situation occurs.
c. Attendance
of one-third of the EC Members will form the quorum of a meeting.
d. Decisions
of the EC shall be made by a simple majority, provided that the Chairperson may
cast a decisive vote in case of a tie.
e. If
any EC Member fails to attend three consecutive meetings without prior written
notice sent to the Chairperson, the EC can declare the said position vacant.
f.
If any position of the EC becomes vacant,
the EC can give the responsibility of the vacant position to any other EC
members or can co-opt any one from the members.
45. FUNCTIONS
AND DUTIES OF THE EXECUTIVE COMMITTEE:
a. To
lead the Network in accomplishing its objectives
b. To
execute the decisions approved by the AGM/EGM
c. To
organize various programs and activities in line with the objectives of the
Network by maintaining close coordination with SI Office, Swedish Embassy to
Dhaka, and other national and international social organizations and
associations.
d. To
explore fund raising for and manage financial aspects of the Network.
e. To
prepare the Annual Report and Annual Financial Report for the AGM.
f.
To organize AGM/EGM of the Network.
g. To
appoint the Election Commission for the election of the EC and to provide
supports to the Election Commission for administering the election.
h. To
prepare rules and policies for specific functions and activities.
46. AUTHORITY
OF THE EXECUTIVE COMMITTEE
a. Endorsement
of the new membership
b. Forming
sub-committees for specific functions and activities
c. Maintaining
discipline, norms, and duties within the Network
d. Conducting
disciplinary actions against the members
e. Appointing
office staff required for the functioning of the Network.
f.
Taking any suitable program or scheme to
raise finance for the network.
47. SPECIFIC
FUNCTIONS AND DUTIES OF EC MEMBERS:
a. CHAIRPERSON:
i.
To lead and represent the Network.
ii. To
preside over all EC meetings and AGM/EGM of the Network.
iii. To
finalize the agenda of EC meetings and AGM/EGM.
iv. To
call EC meetings and AGM/EGM through the General Secretary.
v. To
cast decisive vote in the event of a tie in EC and AGM/EGM.
vi. To
supervise the functions of other EC members, secretaries, and subcommittees.
vii. Any
other functions and responsibilities assigned by the EC.
b. VICE-CHAIRPERSON:
i.
To assist the Chairperson.
ii. To
take charge of the Chairperson in the event of her/his absence.
iii. Any
other functions and responsibilities assigned by the EC.
c. GENERAL
SECRETARY:
i.
To coordinate the functions and activities
of the Network.
ii. To
correspond and represent on behalf of the Network.
iii. To
organize EC and AGM/EGM meetings on advice of the Chairperson.
iv. To
assist the Chairperson in conducting EC and AGM/EGM meetings.
v. To
place the Annual Report at AGM/EGM.
vi. To
maintain records of the meetings and activities.
vii. To
manage the office of the Network.
viii.
To supervise the functions of other EC
members, secretaries, and subcommittees.
ix. Any
other functions and responsibilities assigned by the EC.
d. JOINT
SECRETARY:
i.
To assist the General Secretary.
ii.
To take charge of the General Secretary in
the event of her/his absence.
iii.
Any other functions and responsibilities
assigned by the EC.
e. TREASURER:
i.
To manage financial aspects (including
income and expenditure) of the Network.
ii. To
maintain all documents relating to financial transactions, assets and
properties of the Network.
iii. To
maintain bank accounts of the Network.
iv. To
prepare and submit financial report to AGM/EGM.
v. To
provide support and assistance to the Auditor for preparing the Auditor’s Report.
vi. To
prepare the Annual budget.
vii. To
disburse money from the Bank Account in accordance with EC directions.
viii.
Any other functions and responsibilities
assigned by the EC.
f.
JOINT TREASURER:
i.
To assist the Treasurer,
ii. To
take charge of the Treasurer in the event of her/his absence.
iii. Any
other functions and responsibilities as signed by the EC.
g. RESEARCH
AND PUBUCATIONS SECRETARY:
i.
To plan and organize research and
development related activities of the Network.
ii. To
plan and manage the publications and communication aspects of the Network.
iii. Any
other functions and responsibilities assigned by the EC.
h. EVENT
MANAGEMENT AND CULTURAL AFFAIR SECRETARY:
i.
To plan and organize different events for
the Network.
ii. To
plan and manage cultural programs.
iii. Any
other functions and responsibilities assigned by the EC.
i.
SOCIAL WELFARE AND NETWORKING SECRETARY:
i.
To plan and manage welfare related
activities of the Network.
ii. To
plan and manage intra and inter Network and relationship issues.
iii. Maintain
website and all social network activities.
iv. Any
other functions and responsibilities assigned by the EC.
j.
EXECUTIVE MEMBERS:
i.
To participate in decision making of the
EC and implementation of the decisions undertaken.
ii. Any
other functions and responsibilities assigned by the EC.
ELECTION
OF EXECUTIVE COMMITTEE
48.
ELECTION TIME: The election of the
Executive Committee will be held at the AGM of every alternate year.
49. SPECIAL
COMMITTEE: If the election cannot be held because of any unavoidable
circumstances before the end of the tenure of the Executive Committee, a
10-member Special Committee will be constituted by the EC before 31 December to
run the Network and organize the election through an Election Commission.
a. The
Special Committee will take charge of the Network from the EC on 01 January and
organize the election before 30 June.
b. In
the Special Committee, no members of the Executive Committee will be included.
APPOINTMENT
AND FORMATION OF ELECTION COMMISSION:
50. The
EC will appoint an Election Commission comprising of three members to conduct
the election:
a. Among
three members, one will be Chief Election Commissioner and remaining two will
be Election Commissioners
b. The
Election Commission will be appointed by Patrons and general members (not EC
members) at least 30 days before the election date.
51. ELECTION
PROCESS:
a. The
election of the EC will be administered by the election Commission.
b. The
Election Commission will be responsible for undertaking all necessary steps and
functions for conducting the election in a free and fair manner.
c. The
Election Commission will prepare a budget for the election in consultation with
the EC.
d. The
Election Commission can prepare a policy for conducting the election for
further clarifying the norms and procedures within the framework of the Constitution.
e. The
Election Commission will finalize a voter list with the support of the EC at
least 10 days before the election date.
f.
Only general members (Member-G) (including
Life Members if they also fulfill the criteria of being general member) who
have paid the annual fees up to the year of the election will be eligible as voters.
g. The
Election Commission will declare the election schedule along with the procedure
at least 10 days before the election date.
h. The
Election Commission will declare the final list of the candidates after the
withdrawal time at least 10 days before the election date.
i.
The election of the EC will be held
through a secret ballot system or consensus.
j.
Profiles of the candidates will be
published through Network’s website/Facebook page by the Election Commission
after the final list is declared.
k. The
Election Commission can engage volunteers for managing the election; Volunteers
will be selected from the general members who are not candidates of the election.
l.
The Election Commission will count the
votes and declare the results on the election date.
m. Candidates
can be present at the counting process of the votes.
n. Election
will be based on panels.
52. ELIGIBILITY
FOR CANDIDATURE:
a. He
must be a general member.
b. In
order to give opportunities to a wider group of members, no EC member shall be
eligible to hold the same post for more than two consecutive terms.
c. Interested
candidates will form a panel and will submit the panel names to the election
commission.
d. To
maintain non-partisan characteristics of the network, a voter who holds a
position of any political organization is not eligible to be a candidate of the
EC.
e. He
must not be convicted by any court in a criminal case.
53. CAMPAIGN
NORMS OF ELECTION:
a. Candidates
will conduct panel-based campaigns.
b. No
campaigns which potentially may jeopardize the network’s non-political
characteristics will be allowed,
c. Candidates
must uphold the norms and values of the Network.
d. Campaigning
by outsiders or non-voters will not be allowed.
e. No
campaign will be allowed under the banner of national politics or symbol.
OPERATION
OF FUND
54.
One or more bank accounts, as required,
shall be opened in any commercial Bank in the name of the Network. Such
accounts shall be operated with the joint signature of the Chairperson, General
Secretary and Treasurer.
a. Money
can be withdrawn from the bank accounts with the signature of the treasurer and
either the Chairperson or the General Secretary
b. The
Treasurer will be responsible for informing about all financial transactions of
the Network at the next meeting of the EC.
c. Expenditure
for specific activities from the Account will require prior approval of the EC.
d. The
Chairperson can approve a transaction or a series of transactions of not more
than Fifty Thousand Taka for a specific activity. However, such transaction/s
must be approved in the next EC meeting.
RECORDS
OF MOVABLE AND IMMOVABLE PROPERTY
55.
The record of the particulars of all
movable and immovable property acquired or earned by the Network shall be kept
in a format as prescribed by the EC.
MAINTAINING
FINANCIAL RECORDS
56.
The Treasurer will keep records of all
financial activities and assets as per the direction of the EC.
REGISTRATION
57.
The Network will be registered with the
appropriate legal entity in Bangladesh.
DISCIPLINARY
ACTIONS
58.
Disciplinary Actions –
a. The
EC can temporarily suspend the membership of any General Member or Associate
Member if her/his conduct is considered by the EC contrary to the interests or
spirits or the Constitution of the Network.
b. When
such decision of suspension is endorsed by the AGM/EGM, he will permanently
cease the membership of the Network.
c. If
any one of the EC is convicted for any criminal offence in or outside
Bangladesh, his EC position will be automatically vacant.
AMENDMENT
59. Amendment
to the Constitution –
a. Any
article, sub-article, section, or part of this Constitution may be amended not
contradicting with the preamble of the Constitution by passing a resolution to
that effect through a three-fourth majority of the general members present at
the AGM/EGM.
b. Proposals
for such amendment should be submitted to the Chairperson at least two weeks
before the AGM.
c. All
such proposals should be included in the agenda of the AGM for discussion and
decision with the approval of the EC.
AD-HOC
COMMITTEE
60. Savings
and repeal of Ad-hoc Committee-
a. The
Ad-hoc Committee constituted for launching the network will be treated as a
valid committee under this Constitution.
b. The
Ad-hoc Committee shall be responsible for temporarily performing the duties and
functions of the Executive Committee.
c. The
Ad-hoc Committee shall call the first AGM of the network and will undertake
necessary steps for arranging the same in line with this Constitution.
d. The
Ad-hoc Committee will be automatically repealed after the newly elected EC
takes charge of the network.
e. Notwithstanding
the repeal of the Ad-hoc Committee, anything done, or any action undertaken by
the Ad-hoc Committee shall be deemed to have been done or undertaken
legitimately under this Constitution.
NOTICE
61.
A notice may be given by the Network or
SANB to any member either personally or sending it by post to his/its
registered address/email.
62.
Where a notice is sent by post, email,
service of the notice shall be deemed to be affected by properly addressing,
prepaying and posting a letter containing the notice and unless the contrary is
proved, and the same shall also be deemed to have been affected at the time at
which the letter would be delivered in the ordinary course of post.
COMMON
SEAL
63.
The Network or SANB shall have a common
seal, which will remain in the custody of the General Secretary (GS). Every
instrument to which the seal is affixed shall be countersigned by the GS.
BOOKS
OF ACCOUNTS
64. The
Executive Committee shall keep or caused to be kept all necessary books of
accounts off the Network particularly regarding the following:
a. All
sum of money received and spent by the Network and the matter in respect of
which the receipts and expenditure takes place,
b. All
the assets and liabilities of the Network, and
c. All
sales and purchase of goods and materials by the Network.
65.
The Books of accounts shall be kept at the
registered office of the Network or at such other place as may be decided by
the Executive Committee.
66.
The Books of accounts of the Network shall
be opened for inspection by the members of the Executive Committee during usual
office hours. And no ordinary members (not being a member of the Executive
Committee) shall have any right to inspect the accounts or records of the
Network except as conferred by the law or authorized by the Executive Committee
or the Network in General Meeting.
FINANCIAL
YEAR AND BUDGET
67.
The financial year of the Network shall be
from 1st July to 30th June next year. All the money and other funds of the
Association shall be under the control of the Executive Committee. The amount
of money not immediately required for any of the purposes of the Network shall
be deposited in the Bank Account standing in the name of the Network on
otherwise profitably invested as the Executive Committee may deem fit.
68.
At least three months before commencement
of each financial year, the Executive Committee shall prepare a budget estimate
for the next year showing the probable receipts and expenditure of the Network,
for placing the same before the members at the Annual General Meeting for
approval.
AUDIT
69.
Once at least in every year the accounts
of the Network or SANB shall be examined, and the corrections of the Income
over Expenditure Account and the Balance Sheet ascertained by one or more
auditors appointed for the purpose as per provisions to Section 210 and 213 of
the Companies Act 1994.
70.
The remuneration of the Auditors shall be
fixed by the Network or SANB in the General Meeting except that the
remuneration of any auditors appointed by the EC be fixed by them under
Sub-Section 10 & 11 of Section 210 of the Companies Act 1994.
ADVISORY
COUNCIL
71.
There shall be advisory council of the
Network which shall be giving advice to promotion and Development of the
network. They have no voting rights, any subscription, any activities, and
affairs of the network. They will be selected only for 3 (Three) years’
approval of the Executive Committee. Any learned, social worker and Elite
person will be the member of Advisory Council of this Network.
INDEMNITY
72.
The Chairperson, EC members, Auditors,
Officers, the Board of Advisors, and employees of the network or SANB shall be
indemnified against damage and expenses incurred by him/them about the bonafide
execution of their respective responsibilities from and on behalf of the
network or SANB except such as they shall sustain loss and incur expenses
through their willful neglect and default.
SECRECY
73.
The Chairperson, EC members, Auditors,
Officers, Agent, the Board of Advisors or other person employed in the business
of the network or SANB shall have to observe strict secrecy regarding matters
which may come to his knowledge in the discharge of the duties when required to
do so by resolution of the network or SANB or by a order of court of law or
where the person connected is required to do so in order to comply with any
provision of the law or in these presents.
ARBITRATION
74.
If dispute arising among the EC members
themselves or between a Member and the EC to the correct interpretation of this
Articles or the implication thereof in such case under the provision of
Companies Act 1994, the matter shall be referred to the Arbitrators constituted
with a nominee for each of the aggrieved parties and award of the Arbitrators,
as the case may be, shall be binding upon the parties to the Arbitration. Arbitration
affairs will be dealt with and settled under the Arbitration Act 2001.
DISSOLUTION
OF THE NETWORK
75.
The network cannot be dissolved without
passing such a decision with at least three- fourth majority of the general
members present at the AGM/EGM; If such a decision of dissolution is passed,
the remaining funds and other assets of the network shall be disposed of as per
decision of the AGM/EGM.
76.
We, the persons whose names and addresses
are subscribed below are desirous of being formed into a company limited by
guarantee and being an association not for profit under the provision of the
Companies Act, 1994 and in pursuance of this Association of the Network: