Memorandum of Association

THE SOCIETIES REGISTRATION ACT, 1860

(Act. XXI of 1860)

MEMORANDUM OF ASSOCIATION

AND

RULES AND REGULATION

OF

AIN-O-AUDHIKAR FOUNDATION

____________________________________________________________________________________________

Registered under the Societies Registration Act, XXI of 1860

MEMORANDUM OF ASSOCIATION

OF

AIN-O-AUDHIKAR FOUNDATION

01. NAME OF THE FOUNDATION:

The name of the foundation is AIN O AUDHIKAR FOUNDATION

 

02. ADDRESS OF THE FOUNDATION:

The registered office of the Foundation will be situated in Bangladesh at Darus-Salam Arched, 14, Purana Poltan, Dhaka-1000, Bangladesh. But upon decision of the board of the Foundation it can be changed any where in Bangladesh and in abroad.

03. THE AREA OF OPERATION:

The Foundation will extend all over Bangladesh.

04. THE NATURE OF THE FOUNDATION:

The Foundation will be a non-profitable, non-governmental and charitable organization. It will perform it’s activities to the efforts in the interest of the much people regardless of race, religion, color and nation. All the objectives and purposes will be implemented after obtaining necessary permission from the governmental/concerned authority before implementation of the objectives. The objectives contrary to the provision of section 20 of the Act shall be treated as ineffective.

05. OBJECTIVE OF THE FOUNDATION:

AIN O AUDHIKAR FOUNDATION seeks to adopt and uphold the following principles on it’s organizational operation at all levels.

• Grass-root, Victim-oriented and people centered approach.
• International solidarity and people’s empowerment.
• Proactive partnership and co-operation based on common vision and values.
• Participatory and member-centered policy.
• Team spirit and work for synergy, coherence and inter-linkage.
• Balance between process and result.
• Harmony between organizational and personal growth.

   PURPOSE OF THE FOUNDATION:

The purposes for which the Foundation is established are-

• To promote of human rights as guaranteed in the Constitution of Bangladesh as well as international instruments.
•  To respect cultural diversity and values of distinct groups.
• To promote gender equity and interest of marginalized group including children, ethnic and religious minorities.
• To ensure participation of stake holders at various levels of the society.
• To ensure accountability and transparency in different sector of the society.
• To Provide free legal aid to the poor, women workers and child workers.
• To provide legal assistance against dowry, child marriage, divorce and other oppression against women and conduct activities to this end.
• To provide legal literacy and work to raise legal awareness at the macro level.
• To provide legal aid support to the deprived people, mediation, paralegal training, human rights and legal literacy campaign seminars and workshops,publication and election monitoring.
• To advocacy for child rights.
• To conduct legal literary program for vindicating rights of the poor and marginalized.
• To emphasize most on education and awareness building of the young adults and women in the society and human related training programs.
• To provide legal support and social support advocacy for reform.
• To conduct legal research and training in the field of law and human rights.
• To develop local criteria for human rights practices.
• To provide legal services rehabilitation of offenders and support to poor victims.
• To work for the right of disabled people.
• To address social inequalities at nation and international level.
• To co-ordinate information and activities of human rights organizations and development NGO’s in Bangladesh.
• To drive a worldwide movement for protection of human rights of people in Bangladesh, particularly minorities in Bangladesh. To promotes legal rights to the age-old persons and rehabilitated the poor age-old persons.
• To provide financial and technical support to the stake holders in creating and enabling environment where human rights and good governance are uphold and nurtured by the stake holders.
• To promote coalition building through better co-operation and co-ordination among human rights organization and stake-holders at national and international level.
• To provide support training program, to the young lawyers for increasing their skill and create awareness about their professional duty.
• To provide legal aid and rehabilitation to the sex-worker.
• To hold training program for Drivers, Rickshaw, peddlers/Pullers etc for safe road.
• To strength advocacy and campaigning as well as solidarity actions at the national and international levels.
• To strength capacity building of human rights defenders and organizations in advocacy campaigning and networking.
• To engage in charitable purposes and social welfare actives strictly on non-profit basis.
• To provide relief to the people affected by natural disasters and assist in their rehabilitation and development.
• To co-operate assis, engage in joint program with organizations and agencies seeking the goal of relief, rehabilitation and development in Bangladesh.
• To promote and advance charity welfare and well-being in and among communities and people of Bangladesh as well as other countries of the world.
• To promote, fund, build aid assist, manage, maintain administer and run schools, polytechnics/Institute, Colleges, Universities, research centers, educational institutions and centers.
• To Promote infrastructure policies for poverty alleviation.
• To arrange for money for such persons, firms or associations on such terms and conditions as may seen expedient in furthering the objectives of the Foundation.
• To receive donation from any person, local organizations, corporate bodies including without limitation private and public limited companies Government of Bangladesh, International Development Agencies, International Organizations, Foreign Governments, UN Agencies from home and abroad.
• To accept donation, gifts, contributions or lawful subscription towards promoting and maintaining the objectives of the foundation may deem it expedient for carrying out of it’s objectives, provided that the recipients of any foreign donation will be subject to government approval under foreign donation (Voluntary activities) Regulation Ordinance 1978 shall be obeyed.
• To establish, run and support research institution, laboratories, technical training centers such as IT sectors and agricultural development programs and schools, grant stipend, scholarships for training abroad and to do all such other things as may be calculated to benefit the Foundation.
• To engage in research activities, analyze and disseminate the information gained.
• To develop and administer the society programs, project and activities through development of management of capabilities and increase awareness of gender issues and make means for opportunities for both woman and men to achieve their potential in sustainable human development.
• To plan and implements human resources development activities.
• To undertake relief activities in case of natural disaster.
• To improve formal and informal education to adult & children and establish institute for them.
• To set uphold age home for man and women.
• To create the consciousness among the people in respect of:

• • Sound child nutrition and child care,
  • Child and adult edition arrangement,
  • Self support,
  • Family planning,
  • Health care and sanitation,
  • Conservation of nature,
  • Environment pollution,
  • Climate change,

• To appoint any employees, consultants, experts for the foundation or to discontinue and terminate their service as deemed fit and proper by the Foundation.
• To encourage research, investigation, discovery in any field for human well-being and development.
• To fund, aid, assist, establish, maintain, administer, run and manage trusts, fund, grants and other beneficial entities.
• To encourage, secure and maintain good and close relationships and amity in and among communities and people of Bangladesh and other Countries of the world.
• To Work in close co-operation or jointly with similar organization or organization pursuing similar objective.
• To do all such other things as are incidental or conducive to the attainment of the above objects.

07. The income and properties of the Foundation shall be applied solely towards promotion of the objectives  and purpose as set forth above and on portion there of shall be paid to or dividend in any manner shall be paid directly or indirectly to the member of the foundation.

08. If upon winding up or dissolution the surplus income and assets, if any may be handed over to some other societies having similar objectives and purpose, other wise shall be disposed off and in accordance with the provisions of the Act.

____________________________________________________________________________________________

THE SOCIETIES REGISTRATION

(ACT XXI OF 1860)

 

RULES AND REGULATIONS

OF

AIN-O-AUDHIKAR FOUNDATION

PREFACE

 01) DEFINITION:

In constructing and interpreting the Rules and Regulations of the Society unless the contrary shall be expressed or implied by the context.

1. “FOUNDATION” shall mean Foundation for AIN-O-AUDHIKAR in short the FLASH.
2.  ”EXECUTIVE COMMITTEE” shall mean the Governing body of the Foundation for the time being.
3. “GOVERNOR” shall mean Governor or the member of the Governing council.
4. “CHAIRMAN” shall mean the Chairman of the Governing body or Executive committee committee of the Foundation.
5. “SECRETARY” shall mean the Secretary of the Governing body.
6. “OFFICE” shall mean the registered office of the Foundation.
7. “GENERAL MEMBER” shall mean the general member of the Foundation.
8. “MEMBER OF EXECUTIVE COMMITTEE” means a member of the Executive Committee in terms of these Rules and Regulations of the Society.
9. “ADVISOR” shall mean any person who is admitted as such by Committee to give guidance and direction to the program and activities of the Foundation but one who does not have voting rights.
10. Words signifying the singular number shall also include the plural number and vice versa.
11. Words signifying the masculine gender shall also include the feminine gender and vice versa.
12. “Month” shall mean the calender month and “Year” shall mean the calender year respectively.
13. The period of the Executive Committee shall be 3 (three) years.
14. “Act”shall mean the Society Registration Act XXI of 1860 as donated in Bangladesh.

02) Membership:

Any Bangladeshi citizen having agreed with the objectives and purposes of the Foundation can apply for it’s membership through prescribed form with in scheduled time to the Chairman of the Governing body paying a subscription amounting to Tk.1000 (One Thousand) only. In consultation with other members of the Governing body the chairman preservers the authority of accommodating any body as member or declining one’s approach to be a member .

03) Nature of Membership:

a) Permanent Member- The persons having signed the Memorandum (Memorandum of Association) would be treated to be the permanent members and they will remain as the members of the governing body.

b) General Member- Other than the permanent members all other members will be treated to be general members. Any persons agreed with the objectives and purposes of the Foundation, Pledging to abide by the same, fulfilling the stipulated terms and conditions of the memorandum can be treated to be a general member of the Foundation provided one pays Tk. 1000 (One Thousand) yearly basis as membership fee.

04) Cancellation of the Membership:

• Membership will be cancelled if any member voluntarily retires or resigns.
• Membership will be cancelled it subscription for a period of more than 1 (one) year remains unpaid.
• Membership will be cancelled if one remains absent in the consecutive meeting of the committee without expressing any reason thereon.
• Membership will be cancelled if one involves in any activities contrary to the interest of the Foundation.
• In case of death madness, bankruptcy and if accused by the court membership will be cancelled.

05) Revalidation of the Membership:

 The Chairman in accordance with the decision of the governing body can revalidate the membership if anybody applies as much detailing the valid reasons for cancellation earlier.

06) Management of the Foundation:

• Management of the Foundation would be vested on the Governing Body of the Foundation.
• Members of the Governing Body will not less than 7 (seven) and more than 20 (twenty).
• the Governing Body can appoint any new governor of it so desires from among government high offcial and in this total members of Governing Body will not exceed 20 (twenty).
• Any Governor can apply to the Chairman in writing for resignation which will be effective only after approval by the governing body in due perspective.

07) Advisory Council:

The executive committee shall form an advisory council of the Foundation consisting with minimum 05 (five) and maximum 10 (Ten) members.

08) Powers and Responsibilities of the governing body:

For smooth/effective running and controlling authority of the Foundation governing body would possess absolute power and authority. It will perform the under noted works/tasks vividly-

• Subject to the approval of 3/5 (three fifth) members present in the general meeting the governing body will formulate the Foundation’s rules regulations, sub regulations amend and rectify.
• For the greater interest of the Foundation it would be able to purchase/sale/receive/payment/deliver any other agreement or acquire, preserve and develop any other property for the Foundation.
• It would be able to invest in any business, organization or Bank if deemed necessary/helpful for the interest and for achieving the goals of the Foundation.

• The governing body will be able to receive subscription donation, grant, sanction, credit, profit/dividend and bonus from ay person organization/institution if not otherwise restricted by the provision of the law of the country.

• It would be able to open and operate Bank account in the name of the Foundation in any bank and can nominate any Governor including the Chairman for operation of such account.
• With view to proper operation and controlling the Foundation it would be able to form sub-committee to which specific duties and responsibilities may be assigned.
• Form among the members of the governing body it will appoint a chairman, a vice chairman and One secretary to whom also it will assign the duties and responsibilities.

• It will appoint/engage person in the Foundation and it will have the power to administer, control, dismisses and discharge any working manpower of the Foundation. No advance can be taken/accepted in case of any appointment.

• For implementing the objectives and purposes of the Foundation it would be able to take any action and undertake any course of work under the rules/regulations of the Foundation and if acceptation by the laws of the country.

• Mohammad Saiful Bari and Debasish Dab will be the first Chairman and Vice Chairman of the Foundation, respectively. They will remain in the post until their voluntary retirement. The chairman will be the Chief Executive of the Foundation.

• If the Chairman resins or in case of his death the Vice Chairman will take the chair of the Chairman and any other member of the governing body may be appointed as Vice chairman or as per decision of the governing body, the post of the Vice chairman can kept vacant. In absence of the chairman the Vice chairman will perform all the duties of the Chairman.

10) Secretary:

• The Governing body will appoint a Secretary form among the members of governing body for proper guiding and conducting the functions/activities of the Foundation. In consultation with the Chairman the secretary will direct and conduct all functions of the Foundation. Besides he will discharge his duties according to the administrative and financial power to be given to him by governing body form time to time.
• If the Secretary resigns from his own post or in case of his death the governing body will appoint any other person as Secretary pursuant to the rules of the Foundation.

11) Annual Meeting of the Foundation:

• All the members of the Foundation will meet in a General meeting once a year. At least 14 (Fourteen) days notice to be served for such meeting.
• Report of the transactions of the Foundation, annual accounts report, audit report, annual budget will be submitted in the meeting and to approved.
• 2/3(two third) presence of the members will form quorum in the General Meeting.
• Annual General Meeting may be convened under signature of the Chairman or Secretary.
• The Annual General Meeting will be presided by the Chairman. In absence of the Chairman, the Vice Chairman, the Vice Chairman will preside the meeting in absence of Vice Chairman, any other member of the Governing Body will preside. The president of the meeting will settle any issue by applying casting vote in event of hard decision talking matter of the meeting.

12) Audit:

The accounts of the Foundation are to be audited by any approved Chartered Accountant Firm once in a year.

13) Official Year:

As per English Calendar the year will start/commence form 1st January.

14) QUORUM:

In case of Governing body meeting presence of at least 7 (Seven) members and in case of general meeting presence f 2/3 (two third) member of the Foundation will Quorum.

15) Dissolution:

In case of dissolution of the Foundation its assets/properties cannot be distributed among its members even if its debts and liabilities are settled. Its properties/assets can be transferred to any Foundation constituted under the provision of the law of the Country. Transfer of property/asset can be implemented by 3/5 (three fifth) votes in the dissolution decision meeting. In case of failure of implementing the decision relating to dissolution, the verdict of the court of justice will be treated to be the absolute decision and be effected accordingly.

16) Amendment:

Decision relating to the amendment, change, addition, and alteration of the Memorandum of Association and Constitution of the Foundation will be taken by the votes of 3/5 (three fifth) general members present in the meeting.