Procedure: Association Not For Profit
Procedure: Association Not For Profit
Procedure: Association Not For Profit
ASSOCIATION
NOT FOR PROFIT
UNDER SECTION 42 OF THE
COMPANIES ACT, 2017
ITS INCORPORATION
AS A COMPANY
LIMITED BY GUARANTEE
&
RENEWAL OF ITS LICENSE
1
A not-for-profit association (more commonly called an
NGO) may be registered as company under the
provisions of the Companies Act, 2017 (the ‘Act’). Any
such association is required to obtain license under
Section 42 of the Act read with rule 6 of the
Companies (General Provisions and Forms) Rules,
1985 (the ‘Rules’) from the Securities and Exchange
Commission of Pakistan (the ‘Commission’), prior to
its registration as a company limited by guarantee.
The license is issued for a period of five (5) years,
renewable for further term (s) of five (5) years each.
The procedure for obtaining license, subsequent
registration of such Association as company, and
thereafter renewal of the license when due, is
provided hereinafter.
2
STEP 1:AVAILABILITY OF NAME
The first step is to seek availability of the
proposed name for the company. The application for
availability of name can be made online through
eServices OR offline through physical filing to any
one of the Company Registration Offices (CROs) of
the Commission.
3
STEP 2: APPLICATION FOR GRANT OF LICENSE
An application by the promoters or members of an
association desirous of obtaining a license under
section 42, is submitted through duly authorized
representative with the subject: “Application for Grant
of License under section 42 to M/s
………………<Association/Foundation> (Proposed)”, is
addressed to:
The Commissioner (CCD-CLD),
Securities and Exchange Commission of Pakistan,
63-Jinnah Avenue,
NIC Building, Blue Area,
Islamabad
4
https://www.secp.gov.pk/document/spec_memarticles42_16_01_2012/? wpdmdl=17200
7
report on the working of the existing entity for
the financial year immediately preceding the
date of the application;
b. Attested copy of Certificate of registration (if it
has any legal status);
c. Copy of resolution regarding dissolution and
taking over the assets and liabilities of the existing
entity by the proposed company within three
months of its incorporation;
d. Attested copy of latest List of members of
Board of Directors/Governors /Trustees etc. of
the existing entity;
e. Attested copy of Latest Memorandum and
Articles of Association, Charter, or Statute by
which it was registered.
Please Note:
A copy of application alongwith its enclosures are also required to be forwarded
by the applicant to the Company Registration Office concerned.
(Addresses of CROs are provided in the Promoters guide placed at the Commission’s website at
https://www.secp.gov.pk/document/promoters-guide-ehnglish/?wpdmdl=13900
9
The Commission on being satisfied, after such enquiry
and obtaining such further information, as it may
consider necessary, that it shall be in the public interest
to do so, may grant the license applied for, subject to such
conditions as it may deem fit to impose.
10
STEP 3:
REGISTRATION OF ASSOCIATION
AS A COMPANY LIMITED BY GURANTEE
11
RENEWAL OF LICENSE
12
numbers and copies of CNICs in case of any
change in the list of members as stated in the
last Form-B filed by the association with concerned
registrar (Company Registration Office).
13
DISCLAIMER
The aforesaid procedure has been provided with the intention to create an awareness
of the concept of the relevant matters. However, the procedure does not tell everything
and the opinions or legal interpretations referred therein are circumstantial and may
vary under different situations. If the reader is in doubt or dealing with any specific
condition, it is recommended to refer to the Companies Act, 2017 and allied laws or
consult an adviser for seeking professional advice.
14
Important
Please see clauses IV to X of the specimen of Memorandum and Articles of Association which
is placed on the Commission‟ s website and downloadable at:
https://www.secp.gov.pk/document/spec_memarticles42_16_01_2012/?wpdmdl=17
200
15
ANNEX-I
Signatures: ________________________
Name: ________________________
[To be signed by the person presenting documents]
16
ANNEX-II
Name(s) of other
Name of Promoter Office(s) Held companies
/associations/institutions
Signatures: ________________________
Name: ________________________
[To be signed by the person presenting documents]
17
ANNEX-III
[To be made on stamp paper duly verified by an Oath Commissioner]
DECLARATION OF COMPLIANCE
WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2017
AND THE COMPANIES (GENERAL PROVISIONS AND FORMS) RULES, 1985
[Section 42 and rule 6(2)(c)]
I, Mr./Miss/Mrs. son/daughter/widow of do
solemnly and sincerely declare:-
Signature: ……………………
Full Name (in Block Letters),
Designation, NIC Number,
and Full Address
Date: …………………….
Place: ……………………
18
ANNEX-IV
[To be made on stamp paper duly verified by an Oath Commissioner]
AFFIDAVIT / UNDERTAKING
I, Mr./Miss/Mrs. ________________________________ son/daughter/wife
___________________________________ of resident of __________________________________
promoter/subscriber of _________________________________, (proposed) do hereby,
solemnly affirm and testify that:
1. The contents of the application for grant of license under section 42 of the Companies
Act, 2017 to the proposed Association are true and correct to the best of my knowledge and
belief and declare that:
a) I have not been associated with any money laundering or terrorist financing
activities and neither have approved receipt of nor received such monies and likewise
neither have approved disbursement of nor disbursed such monies in any manner for
money laundering or terrorist financing purposes;
b) I have not been associated with any illegal banking business, deposit taking or
financial dealings;
c) I and the companies, firms, sole proprietorship etc. where I am chief executive,
director (other than nominee director), owner or partner etc. has no overdue payment of
any financial institution;
d) neither I nor companies in which I am a director or major shareholder have
defaulted in paying taxes as on the date of application;
e) I have not been a sponsor, director or chief executive of a defaulting cooperative
finance society or finance company;
f) I have never been convicted of fraud or breach of trust or of an offend involving
moral turpitude or removed from services for misconduct;
g) I have neither been adjudged an insolvent nor have defaulted in making payments
to my creditors; and
h) the funds raised shall be spent for objects of the proposed association and for other
lawful purposes.
i) I am fully aware of the contents of the application for grant of license under section
42 of the Companies Act, 2017 and whatsoever stated in the application and
accompanied documents is true and nothing has been concealed in the application.
Note 1: Details of above referred Notes should give full disclosure about the above estimates with year wise break-ups, along
with sufficiently descriptive explanations.
Note 2: Letters of Intent from Local / Foreign Donors identifying year-wise donations should be furnished.
Signature ____________________________
Name____________________________
20
ANNEX-VI
BRIEF STATEMENT OF THE WORK ALREADY DONE BY THE ASSOCIATION
OR PROPOSED TO BE DONE AFTER ITS BEING GRANTED THE LICENSE
AND REGISTRATION UNDER SECTION 42 OF THE COMPANIES ACT, 2017
[As required under Rule 6(2)(g) of the Companies (General Provisions
and Forms) Rules, 1985]
“ ” (Proposed)
1.
2.
3.
Work Proposed to be done (salient features of work/projects, etc) after grant of license:
1.
2.
3.
Signature ____________________________
Name_________________________
[To be signed by the person presenting documents]
21
ANNEX-VII
[To be made on stamp paper of an appropriate value duly verified by Notary Public]
Signature: …………………
[Authorized Representative]
Full Name with NIC Number
Attested by
Notary Public
witness to the signatures:
[under his
Signature: …………………… Stamp]
Full Name, NIC Number,
Father’s/ Husband’s Name,
Occupation and Full Address
22
ANNEX-VIII
RESUME
[To be used in application for grant of license under section 42 of the Companies Act, 2017]
A. Now working as (describing offices held at the moment and related work responsibilities):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
B. Previous Experience relating to Main Objects of the Association now being formed:
1. ______________________________________________________________________
________________________________________________________________________
2. ______________________________________________________________________
________________________________________________________________________
3. ______________________________________________________________________
________________________________________________________________________
C. Other Experience:
1. ______________________________________________________________________
________________________________________________________________________
2. ______________________________________________________________________
________________________________________________________________________
3. ______________________________________________________________________
________________________________________________________________________
Signature: ________________________
Name: ________________________
[To be signed by the promoter himself /herself or the authorized person presenting documents]
Note: If needed, the space for experience detail may be expanded or extra pages annexed.
23
ANNEX-IX
[To be made on stamp paper duly verified by an Oath Commissioner]
DEPONENT
Witness to above: (Signature) _____________________
Signature ____________________ Dated: ____________
Name ________________________________
CNIC No. _____________________________
Address _______________________________ Attested by an
Oath
Commissioner
[under his
Stamp]
24
STANDARD SPECIMEN
MEMORANDUM OF ASSOCIATION
25
acquire lands, construct, maintain or alter any building and
any other moveable or immovable properties or any right or
privileges necessary or convenient for the use and purposes of the
company.
(7) To nominate delegates and advisors to represent the company
at conferences, government bodies and other gatherings.
(8) To co-operate with other charitable trusts, societies, associations,
institutions or companies formed for all or any of these objects and
statutory authorities operating for similar purposes and to exchange
information and advice with them.
(9) To pay out of the funds of the company the costs, charges
and expenses of and incidental to the formation and registration
of the company.
(10) To create, establish, administer and manage funds including
endowment fund conducive for the promotion of the objects of
the company.
(11) To enter into agreements, contracts and arrangements
with organizations, institutions, bodies and individuals for the
purpose of carrying out the functions and activities of the company.
(12) To take such actions as are considered necessary to raise
the status or to promote the efficiency of the company.
(13) To conduct, hold and arrange symposia, seminars, conferences,
lectures, workshops and dialogue and to print, publish
and prepare journals, magazines, books, circulars, reports,
catalogues and other works relating to any of the objects of or
to the work done by the company, subject to the permission, if
required of the relevant authorities.
(14) To do all other such lawful acts and things as are incidental
or conducive to the attainment of the above objects or any
one of them.
V. The company shall achieve the above said objects subject to the following
conditions:-
(1) The company is formed as a public company limited by guarantee.
(2) Payment of remuneration by the company or its subsidiary entity for
services or otherwise to members of the company or to their family
members whether holding an office in the company or its subsidiary or
not, shall be prohibited provided that the prohibition shall continue to
apply for a period of five years after a member quits from his
membership of the company.
(3) No change in the Memorandum and Articles of Association shall be
26
made except with the prior approval of the Securities and Exchange
Commission of Pakistan.
(4) Patronage of any government or authority, express or implied, shall not
be claimed unless such government or authority has signified its
consent thereto in writing.
(5) The company shall not itself set up or otherwise engage in any manner
function as a trade organization.
(6) The company shall not exploit or offend the religious susceptibilities of
the people.
(7) The company shall not, directly or indirectly, participate in any political
campaign for elective public office or other political activities akin to
those of a political party or contribute any funds or resources to any
political party or any individual or body for any political purpose.
(8) The subscribers to the Memorandum and Articles of Association of the
company shall continue to be the members of the company unless
allowed by the Commission on application to quit as members.
(9) The company shall not appoint any person as director or chief executive
unless he meets the fit and proper criteria as specified by the
Commission from time to time.
(10) The company in all its letterheads, documents, sign boards, and other
modes of communication, shall with its name, state the phrase “A
company set up under section 42 of the Companies Act, 2017.”
(11) The income and any profits of the company, shall be applied solely
towards the promotion of objects of the company and no portion thereof
shall be distributed, paid or transferred directly or indirectly by way of
dividend, bonus or otherwise by way of profit to the members of the
company or their family members.
(12) The company shall not appeal, solicit, receive or accept funds, grants,
contributions, donations or gifts, in cash or in kind, from foreign
sources except with the prior permission, clearance or approval from
the relevant public authorities as may be required under any relevant
statutory regulations and laws. No funds shall be received otherwise
than through proper banking channels i.e., through crossed cheque,
pay-order, bank draft.
(13) The company shall close its accounts on 30th of June each year.
(14) The company shall make no investment, whatsoever, in its associated
companies except with the prior approval of the Commission and
subject to such conditions as it may deem fit to impose.
(15) Notwithstanding anything stated in any object clause, the company
shall obtain such other licenses, permissions, or approvals of the
27
relevant public authorities as may be required under any relevant
statutory regulations and laws for the time being in force, to carry out
its specific object.
(16) The company shall comply with such conditions as may be imposed by
the Securities and Exchange Commission of Pakistan from time to
time.
VI. The territories to which the object of the company shall extend are declared
to include whole of Pakistan.
VII. The liability of the members is limited.
VIII. Every member of the company undertakes that he shall contribute to the
assets of the company in the event of its being wound up while he is a
member or within one year afterwards, for payment of the debts or
liabilities of the company contracted before he ceases to be a member and
the costs, charges and expenses of winding up and for adjustment of the
rights of the contributories among themselves such amount as may be
required but not exceeding Rs.100,000/- (Rupees One Hundred Thousand
Only).
IX. On the revocation of license of a company under section 42 of the
Companies Act, 2017, by the Commission:
(a) the company shall stop all its activities except the recovery of money
owed to it, if any;
(b) the company shall not solicit or receive donations from any source; and
(c) all the assets of the company after the satisfaction of all debts and
liabilities, shall be transferred to another company licensed under
section 42 of the Companies Act, 2017, preferably having similar or
identical objects to those of the company, within ninety days from the
revocation of the license or such extended period as may be allowed by
the Commission:
Provided that a reasonable amount to meet the expenses of
voluntary winding up or making an application to the registrar
for striking the name of the company off the register may be retained
by the company.
X. In the case of winding up or dissolution of the company, any surplus
assets or property, after the satisfaction of all debts and liabilities, shall
not be paid or disbursed among the members, but shall be given or
transferred to some other company established under section 42 of the
Companies Act, 2017, preferably having similar or identical objects to
those of the company and with the approval required under the relevant
provisions of the Income Tax Act, 2001 and under intimation to the
Securities and Exchange Commission of Pakistan.
28
We, the several, persons whose names and addresses are subscribed below are
desirous of being formed into a company in pursuance of this memorandum of
association.
Occupation
Signatures
No. (present & case of s Name with any full or the
former) in full foreign in full former registered/principal
(in Block er, National office address for a
Letters) Passpo ity subscriber other than
rt No) natural person
Signature
Full Name (in Block Letters)
Father’s/ Husband’s name
Nationality
Occupation
NIC No.
Usual residential address
29
[A company set up under Section 42 of the Companies Act, 2017]
ARTICLES OF ASSOCIATION
30
MEMBERSHIP
ADMISSION TO MEMBERSHIP
31
(b) he infringes any of the regulations of the articles; or
(c) he is declared by a court of competent jurisdiction to have committed
a fraud, or to be bankrupt, or to be insane or otherwise incompetent;
or
(d) he is held by the Committee of the company to have been guilty of any
act discreditable to a member of the company; or
(e) he is acting or is threatening to act in a manner prejudicial to the
objects, interest or functioning of the company or any other
institute, body corporate, society, association or institution in which
the company has an interest.
11. The company in general meeting may, on an appeal of the aggrieved member
and after giving an opportunity of hearing, annul or modify the decision of
the board with regard to expulsion of the member by resolution supported
by two-thirds majority. The person expelled shall be reinstated as a member
from the date of the resolution of the general meeting annulling the decision
of the board.
12. Termination of membership shall occur automatically:
(a) in the event of the death of a member; and
(b) in the event a member fails to pay any amount due by him to the
company within three (3) months after such obligation has become
due.
14. All other meetings of the members of the company other than an annual
general meeting shall be called “extraordinary general meetings”.
15. The directors may, whenever they think fit, call an extraordinary general
meeting, and extraordinary general meeting shall also be called on such
requisition(s), as is provided by section 133 of the Act.
32
NOTICE OF GENERAL MEETINGS
16. Twenty-one (21) days’ notice at least (exclusive of the day on which the
notice is served or deemed to be served, but inclusive of the day for which
notice is given) specifying the place, the day and the hour of meeting and,
in case of special business, the general nature of that business, shall be
given in the manner provided by the Act for the general meeting, to such
persons as are, under the Act or the Articles of the company, entitled to
receive such notices from the company but the accidental omission to give
notice to or the non-receipt of notice by any member shall not invalidate the
proceedings at any general meeting.
SPECIAL BUSINESS
17. All business that is transacted at an extra ordinary general meeting and
that is transacted at an annual general meeting with the exception of the
consideration of the financial statements and the reports of the director and
auditors, the election of directors, the appointment of and the fixing of
remuneration of the auditors shall be deemed special business.
QUORUM
19. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if called upon the requisition of members, shall be
dissolved and in any other case, it shall stand adjourned to the same day
in the next week at the same time and place and if at the adjourned meeting
a quorum is not present within half an hour from the time appointed for the
meeting, the members present in person or through video-link, being not
33
less than two, shall be a quorum.
CHAIRMAN OF MEETING
20. The chairman of the board of directors, shall preside as chairman at every
general meeting of the company, but if he is not present within fifteen
minutes after the time appointed for the meeting, or is unwilling to act as
chairman, any of the directors present may be elected to be the chairman
and if none of the directors present is willing to act as chairman, the
members present shall choose one of their number to be the chairman.
ADJOURNMENT
21. The chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from
time to time but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for fifteen (15) days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting.
VOTING
22. At any general meeting a resolution put to the vote to the meeting shall be
decided on a show of hands and a declaration by the chairman that a
resolution has been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book of the proceedings
of the company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against that
resolution.
CASTING VOTE
23. In the case of an equality of votes, the chairman of the meeting shall have
and exercise a second or casting vote.
OBJECTION TO VOTE
34
24. No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given and
tendered, and every vote not disallowed at such meeting shall be valid for
all purposes. Any such objection made in due time shall be referred to the
chairman of the meeting, whose decision shall be final and conclusive.
25. There shall be, for the overall management of the company’s affairs, a board
of directors, which will be elected from amongst the members.
26. No person shall be appointed as a director if he is ineligible to hold office of
director of a company under section 153 of the Act.
27. No member / person shall hold more than one office in the company, such
as those of Chief Executive / director or company secretary simultaneously.
FIRST DIRECTORS
NUMBER OF DIRECTORS
29. The number of directors shall not be less than three (3). The directors of a
company shall, subject to section 154, fix the number of elected directors
of the company not later than thirty-five days before the convening of the
general meeting at which directors are to be elected, and the number so
fixed shall not be changed except with the prior approval of a general
meeting of the company such that the minimum number of directors shall
not be, at any time, less than three (3). A retiring director shall be eligible
for re-election.
30. (i) The directors of the company shall be elected in accordance with
provisions of sub-sections (1) to (6) of section 159 of the Act as in case may
35
be.
(ii) If the number of persons who offer themselves to be elected is not
more than the number of directors fixed by the directors under sub-section
(1) of section 159, all persons who offered themselves shall be deemed to
have been elected as directors.
31. (a) Any casual vacancy occurring among the directors may be filled up
by the directors within thirty days of the vacancy and the person so
appointed shall hold office for the remainder of the term of director in whose
place he is appointed.
(b) An existing director may, with the approval of the board of directors,
appoint an alternate director to act for him during his absence from
Pakistan of not less than ninety days. The alternate director so appointed
shall ipso facto vacate office if and when the director appointing him returns
to Pakistan.
(c) A person shall be eligible for appointment against casual vacancy or
to act as alternate director only if he is a member and is not already a
director of the company.
REMOVAL OF DIRECTOR
33. The directors may elect one of their members as the Chairman of the board.
The Chairman of the board shall preside at all meetings of the board but, if
at any meeting the chairman is not present within ten minutes after the
time appointed for holding the same or is unwilling to act as chairman, the
directors present in person or through video-link may choose one of their
member to be chairman of the meeting.
34. The board shall conduct and manage all the business affairs of the
company, exercise all the powers, authorities and discretion of the
company, obtain or oppose the application by others for all concessions,
36
grants, charters and legislative acts and authorization from any government
or authority, enter into such contracts and do all such other things as may
be necessary for carrying on the business of the company, except only such
of them as under the statutes and Articles are expressly directed to be
exercised by general meetings and (without in any way prejudicing or
limiting the extent of such general powers) shall have the following special
powers and duties:
(a) To present to the general meeting of the company any matters
which the directors feel are material to the company, its objects or
interests or affecting the interests of members and make suitable
recommendations regarding such matters.
(b) To regulate, through articles, the admission of members.
(c) To appoint, remove or suspend the legal advisors, bankers, or other
officers on such terms and conditions as they shall think fit and as may
be agreed upon.
(d) To determine the remuneration, terms and conditions and powers of
such appointees and from time to time, revoke such appointments and
name another person of similar status to such office except for the
auditor in which case the relevant provisions of the Act shall be
followed.
(e) To delegate, from time to time, to any such appointee all or any of the
powers and authority of the board and to reconstitute, restrict or vary
such delegations.
(f) To appoint any qualified person as a first auditor(s) subject to
provisions of the Act;
(g) To agree upon and pay any expenses in connection with the company’s
objects and undertakings and pay all the expenses incidental to the
formation and regulation of the company.
(h) To constitute from time to time committee(s) from among themselves or
co-opt other persons for the purpose and delegate to them such
functions and powers as the board may deem fit to carry out the objects
of the company.
(i) Subject to the provisions of section 183 of the Act, the directors may
exercise all the powers of the company to borrow and mortgage or
charge its undertaking, property and assets (both present and future)
or issue securities, whether outright security for any debt, liability or
obligation of the company.
35. The board shall meet at least once in each quarter of every year, subject
thereto meetings of the board shall be held at such time as the directors
shall think fit. All meetings of the board shall be held at the registered office
37
of the company or at such other place as the board shall from time to time
determine. The meetings of the board shall be called by the chairman on
his own accord or at the request of the chief executive (or any three
directors) by giving at least seven (7) days’ notice to the members of the
board.
36. At least one-third (1/3rd) of the total number of directors or two (2) directors
whichever is higher, for the time being of the company, present personally
or through video-link, shall constitute a quorum.
37. Save as otherwise expressly provided in the Act, every question at meetings
of the board shall be determined by a majority of votes of the directors
present in person or through video-link, each director having one vote. In
case of an equality of votes or tie, the chairman shall have a casting vote in
addition to his original vote as a director.
38. The directors shall cause records to be kept and minutes to be made in book
or books with regard to-
(a) all resolutions and proceedings of general meeting(s) and the meeting(s)
of directors and committee(s) of directors, and every member present
at any general meeting and every director present at any meeting of
directors or committee of directors shall put his signature in a book to
be kept for that purpose;
(b) recording the names of the persons present at each meeting of the
directors and of any committee of the directors, and the general
meeting; and
(c) all orders made by the directors and committee(s) of directors:
39. A resolution in writing signed by all directors for the time being entitled to
receive notice of the meeting of directors or affirmed by them in writing shall
be as valid and effectual as if it had been passed at a meeting of the directors
duly convened and held.
CHIEF EXECUTIVE
40. The directors may appoint a person to be the Chief Executive of the
company and vest in him such powers and functions as they deem fit in
38
relation to the management and administration of the affairs of the
company subject to their general supervision and control. The Chief
Executive, if not already a director, shall be deemed to be a director of the
company and be entitled to all the rights and privileges and subject to all
the liabilities of that office.
41. No person who is not eligible to become a director of the company under
section 153 of the Act, shall be appointed or continue as the Chief Executive
of the company.
42. The directors by passing resolution by not less than three-fourths of the
total number of directors for the time being or the company may by a special
resolution passed in a general meeting remove a chief executive before the
expiry of his term in office.
MINUTE BOOKS
43. The directors shall cause records to be kept and minutes to be made in book
or books with regard to-
(a) all resolutions and proceedings of general meeting(s) and the
meeting(s) of directors and committee(s) of directors, and every member
present at any general meeting and every director present at any
meeting of directors or committee of directors shall put his signature in
a book to be kept for that purpose;
(b) recording the names of the persons present at each meeting of the
directors and of any committee of the directors, and the general
meeting; and
(c) all orders made by the directors and committee(s) of directors:
SECRETARY
44. The Secretary shall be responsible for all secretarial functions and shall
ensure compliance with respect to requirements of the Act concerning the
39
meetings and record of proceedings of the board, committees and the
general meeting of members, review the applications for admission to
membership and the recommendations accompanying the same to ensure
that they are in the form prescribed, ensure that all notices required by
these Articles or under the Act are duly sent and that all returns required
under the Act are duly filed with concerned Company Registration Office.
COMMITTEES
45. The directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit and they may from
time to time revoke such delegation. Any committee so formed shall, in the
exercise of the powers so delegated, conform to any regulations that may
from time to time be imposed on it by the directors.
46. A committee may elect a chairman of its meetings, but, if no such chairman
is elected, or if at any meeting the chairman is not present within fifteen
(15) minutes after the time appointed for holding the same or is unwilling
to act as chairman, the members present may choose one of them to be the
chairman of the meeting.
47. A committee may meet and adjourn as it thinks proper. Questions arising
at any meeting shall be determined by a majority of votes of the members
present. In case of an equality of votes, the chairman shall have and exercise
a second or casting vote.
48. All acts done by any meeting of the directors or of a committee of directors,
or by any person acting as a director, shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of
such directors or persons acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a director.
THE SEAL
40
49. The directors shall provide for the safe custody of the seal, which shall not
be affixed to any instrument except by the authority of a resolution of the
board or by a committee of directors authorized in that behalf by the
directors, and two directors or one director and the Secretary of the
company shall sign every instrument to which the seal shall be affixed.
FINANCES
50. The funds of the company shall be applied in defraying the expenses and
shall be applicable in or towards the acquisition by purchase, lease or
otherwise and furnishing and maintenance of suitable premises and assets
for the use of the company and shall be subject to the general control and
direction of the board.
51. No person, except persons duly authorized by the board and acting within
the limits of the authority as conferred, shall have authority to sign any
cheque or to enter into any contract so as thereby to impose any liability on
the company or to pledge the assets of the company.
ACCOUNTS
BOOKS OF ACCOUNT
52. The directors shall cause to be kept proper books of account as required
under Section 220 of the Act so that such books of account shall be kept at
the registered office or at such other place as the directors think fit as
provided in the said section 220 and shall be open to inspection by the
directors during business hours.
INSPECTION BY MEMBERS
53. The directors shall from time to time determine the time and places for
inspection of the accounts and books of the company by the members not
being directors, and no member (not being a director) shall have any right
to inspect any account and book or papers of the company except as
conferred by law or authorized by the directors or by the company in general
meeting.
ANNUAL ACCOUNTS
54. The directors shall as required by section 223 of the Act cause to be
41
prepared and to be laid before the company in annual general meeting such
financial statements duly audited and reports of the auditors and the
directors as are required under the Act.
AUDIT
56. Auditors shall be appointed and their duties regulated in accordance with
Sections 246 to 249 of the Act.
NOTICE TO MEMBERS
57. Notice shall be given by the company to members and auditors of the
company and other persons entitled to receive notice in accordance with
section 55 of the Act.
INDEMNITY
58. Every officer or agent for the time being of the company may be indemnified
out of the assets of the company against any liability incurred by him in
defending any proceedings, whether civil or criminal, arising out of his
dealings in relation to the affairs of the company, except those brought by
the company against him in which judgment is given in his favour or in
which he is acquitted, or in connection with any application under section
492 in which relief is granted to him by the Court.
SECRECY
42
knowledge in the discharge of his duties except when required so to do by
the directors or the company in general meeting or by a court of law, and
except so far as may be necessary in order to comply with any of the
provisions herein contained.
WINDING UP
60. In the case of winding up or dissolution of the company, any surplus assets
or property, after the satisfaction of all debts and liabilities, shall not be
paid or disbursed among the members, but shall be given or transferred to
some other company established under section 42 of the Act, preferably
having similar or identical objects to those of the company and with the
approval required under the relevant provisions of the Income Tax
Ordinance, 2001 and under intimation to the Securities and Exchange
Commission of Pakistan.
61. With regard to winding up, the company shall comply with the relevant
provisions of the Act and the conditions of license granted under section 42
of the Act or any directions contained in a revocation order passed by the
Commission under the said section 42.
62. The company shall abide by and adhere to the following rules:
(i) The company shall get its annual accounts audited from a firm of
Chartered Accountants.
(ii) The company shall, in the event of its dissolution, after meeting all
liabilities, transfer all its assets to an Institution, fund, trust,
society or organization, which is an approved non-profit organization,
and intimation of such transfer will be given to Commissioner,
Federal Board of Revenue, within ninety days of the dissolution.
(iii) The company shall utilize its money, property or income or any
part thereof, solely for promoting its objects.
(iv) The company shall not pay or transfer any portion of its money,
property or income, directly by way of dividend, bonus or profit, to
any of its members(s) or the relative or relatives of member or
members.
(v) The company shall maintain its banks accounts with a scheduled
bank or in a post office or national saving organization, National
Bank of Pakistan or national commercialized banks.
(vi) The company shall regularly maintain its books of accounts in
43
accordance with generally accepted accounting principles and
permit their inspection to the interested members of the public,
without any hindrance, at all reasonable times.
(vii) Without prejudice to the powers conferred on the Commission
under section 42 of the Act, the association shall not change its
memorandum and articles of association without approval of
Commissioner, Income Tax, if it has been approved by him as a
non-profit organization.
(viii) The company shall restrict the surpluses or monies validly set
apart, excluding restricted funds, up to twenty five percent (25%) of
the total income of the year. Provided that such surpluses or
monies set apart are invested in Government Securities, a
collective investment scheme authorized or registered under the
Non-Banking Finance Companies (Establishment and Regulation)
Rules, 2003, mutual funds, a real estate investment trust
approved and authorized under Real Estate Investment Trust
Regulations, 2008 or scheduled banks.
44
We, the several, persons whose names and addresses are subscribed below are
desirous of being formed into a company in pursuance of these articles of
association.
Occupation
Signatures
No. (present & case of s Name with any full or the
former) in full foreign in full former registered/principal
(in Block er, National office address for a
Letters) Passpo ity subscriber other than
rt No) natural person
Signature
Full Name (in Block Letters)
Father’s/ Husband’s name
Nationality
Occupation
NIC No.
Usual residential address
45
Standard object clauses
OR
If an association proposes to engage in Research activities:
OR
If an association proposes to engage in Special Education activities, it
may adopt the object stated below:-
46
and to provide books, proper medical attendance, nursing, food, medicine,
drugs and special appliances of educational, surgical, or other nature.
OR
If an association proposes to engage in Professional Institutions
activities, it may adopt the object stated below:-
OR
If an association proposes to engage in Religious activities, it may adopt the
object stated below:
To promote the real values of Islam and in view thereof to initiate research,
analytical study, seminars, talks and discussions and to promote public
awareness, education and understanding of Islamic ideology, economic
system and philosophy and provide forum for research scholars, specialists,
experts, writers, speakers, thinkers for free intellectual interaction and to develop
consensus and understanding in vital Islamic issues.
OR
If an association proposes to engage in Social Infrastructure and Human
Resource Development activities, it may adopt the object stated below:-
OR
If an association proposes to engage in Rural Support Programme
activities, it may adopt the object stated below:-
To develop the rural areas and the resources of land, undertake, support
and subsidize measures, programmes, plans and schemes for rural
development including development and improvement of townships,
settlements and villages, houses, buildings, roads, water courses, play
grounds, and other civic amenities and to undertake measures for
47
improvement of conditions of housing, work, health, hygiene, sanitation and
the quality of life.
OR
If an association proposes to engage in Health Services activities, it may
adopt the object stated below:-
To aid, assist, set up, maintain, administer and run hospitals, nursing
homes, mother and child care centres, clinics, dispensaries, immunization
and vaccination centres and places of medical aid, convalescent homes,
family planning centres, X-ray clinics, radio therapy centres, pathological
and clinical laboratories, blood banks, eye banks or other centres connected
with the care of the human body, both in urban and rural areas.
OR
If an association proposes to engage in Arts, Sciences and Literature
activities, it may adopt the object stated below:-
To promote and foster study in arts, sciences, literature and to give literary,
arts and sciences awards, scholarships and prizes for its encouragement.
OR
If an association proposes to engage in Culture and heritage activities, it
may adopt the object stated below:-
OR
If an association proposes to engage in Charity activities, it may adopt the
object stated below:-
OR
If an association proposes to engage in Sports activities, it may adopt the
object stated below:-
To promote and develop centres for sports and sporting activities and
encourage talent thereto and through them endeavour to bring about
48
national integration and provide fields, grounds and other facilities and
amenities including coaching and training facilities in developed and developing
areas of the country and to promote and organize activities such as bird watching,
trekking, mountaineering, hunting, archery, camping, fishing, rock climbing and
all other outdoor sports.
49