THE COMPANIES ORDINANCE, 1984
(Company Limited By Guarantee)
ARTICLES OF ASSOCIATION
PAKISTAN SOFTWARE HOUSES
ASSOCIATION FOR IT & IT ES
ARTICLESVice chairman of the association
The Vice Chairman shall assist the Chairman in the performance of his duties.
The Chairman of the Association shall be the head of the entire organization including branches etc. The Chairman of the Association shall be an ex-officio member of the Executive Committee without voting right. He shall perform all other functions as may be incidental to his office or assigned to him by the General Body or the Executive Committee of the Association. The First Chairman shall not be removable from office for the period of two years notwithstanding any ordinary or special resolution The Chairman and Vice Chairman shall not be from the same class of members
The accounting year of the Association will be closed on 30th June each year and its financial statements duly audited by a chartered accountant alongwith a list of members as on the 30th September shall be furnished by the Association to the Director, trade Organizations, on or before the 31st of December every year.
The Executive Committee of the Association shall be the main governing body for the whole Association. It shall cause to be carried out and executed all policies, programs and resolutions formulated and enunciated by the General Body of the Association or by itself in accordance with the rules and regulations in force.
The tenure of members of Executive Committee shall be two years subject to the following:
1) The election of the trade organization shall be conducted according to the procedure laid down in the respective articles of association subject to the following:-
Provided that where for want of space in the office premises it is not possible to establish the polling booths, the polling shall be held in a public space such as a community hall or hotel.
2) Within three days of the announcement of the election schedule member firms desiring to change their respective shall intimate changes regarding name of representative to the Secretary General along with necessary proof of eligibility.
3) The Secretary General of trade organization shall display within seven days of the announcement of election schedule the provisional list of all members eligilble to vote along with their national tax number, sales tax registration number, if applicable, the name and national identity card number of their representative. The list shall be displayed at:
4) The members who have any objection to the enteries in the list of voters shall send their objections in writing to the Secretary General within seven days of the issuance of the voters’ list.
5) The Secretary General will intimate action on the objections or changes sent by members within five days from the last day under preceding clause.
6) any person aggrieved by the decision of the Secretary General may make a representation, within three days to the election commission which shall decide the case within three days.
7) Within three days of decision by the commission or if Commission fails to decide within the stipulated time provided in sub-rule (6), any person aggrieved by the decision of the commission may appeal to the Director-General who shall decide the case within 10 days and his decision in this regard shall be final.
8) Within two days of the decision of the Director-General the final voters’ list shall be:
Provided that if no appeal has been filed to the Director-General, the final list of voters shall be displayed within fifteen days of the election commission under sub-rule (6).
9) Within four days of the display of the final list of voters, any person who is eligible to contest the election for the vacant post, shall send his nomination duly proposed and seconded by a duly registered voter and signed by the candidate to the Secretary General.
10) Within twenty-four hours of receipt of nomination papers, a copy of the final list of voters shall be provided to each contesting candidate.
11) The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within twenty-four hours of the last date of receipt of nomination papers.
12) The objections, if any, to the nomination of the candidates can be file do the election commission within twenty-four hours of issuance of the list of candidates, which shall be decided by the election commission within two days.
13) Within two days of decision of the commission or in case the commission fails to decide within the stipulated time provided in sub-rule (12), any candidate aggrieved by the decision of the commission may file an appeal to the Director-General who shall decide within 7 days and his decision in this regard shall be final.
14) Within two days of the decision of the Director-General the commission shall issue the final list of candidates.
Provided that if no appeal has been filed to the Director-General, the final list of candidates shall be issued within eleven days of the decision of the election commission under sub-rule (12).
15) Within five days of display of final list of candidates, the polling for election of members of Executive Committee shall be held.
16) Within 2 days of the polling as provided in sub rule (15), any person elected as member of Executive Committee, shall send his nomination for election as an office bearer duly proposed and seconded by an elected Executive Committee member and signed by the candidate to the election commission.
17) The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within 24 hours of the last date of receipt of nomination papers.
18) Within 2 days of display of final list of candidates, the polling for election of office bearers shall be held.
19) The final result of the election of members of Executive Committee and office bearers shall be officially announced at the annual general meeting of the trade organization called fo this purpose within fifteen days of the date of polling under the preceding clause but not later than:
20) The announcement of election results in the annual general meeting in pursuance of the preceding sub-rule shall be the material dale for the purposes of paragraph (iii) of clause (f) of sub-section (2) of the section 14 of the Ordinance.
21) The final election results announced in the annual general meeting shall be:
The election commission shall be in charge of all arrangements connected with the conduct of elections including but not limited to
Appointment of polling;
Simultaneously, with the approval of the election schedule as provided in rule 16, the Executive Committee of the trade organization shall appoint an election commission subject to the following conditions, namely.;
The registered Office of the Association shall be located at Karachi and the Association shall have One zonal offices comprising as follows:-
All the money of the Association shall be deposited in an approved scheduled bank. The bank account of the Association shall be operated by any two office bearers.
The funds of the Association shall comprise of Admission Fee, Annual Subscription, gifts, donations and other contributions. The Admission Fee and Annual Subscription shall be payable by the members of the Association.
The membership fee chargeable from each class shall be fixed by Executive Committee subject to approval of the General Body and DTO.
The admission fee for both classes of membership shall be Rs.5,000. The annual subscription is prescribed for the two classes of Members as follows:-
Corporate Member Rs. 30,000__________/-
Associate Member Rs 15,000__________/-
Subscription shall be paid for the full year in the year of admission if a member is admitted on or before the 30th of June in a calendar year. If the date of admission is after 30th of June then half a year’s membership will be payable.
A member shall be deemed to have been disqualified and his membership shall cease if he:-
The members shall perform the following duties:
Not more than one representative of a member shall be entitled to take part in and vote at any meeting of the Association. The representative should, however, be proprietor, Partner or Director. The names of all such representatives or members shall be entered in the Register kept for the purpose by the Association.
The membership of a Association shall be granted for a period of one year and shall expire on the 31st day of March every year irrespective of the date of grant of membership.
There shall be two classes of memberships in association –
Every officer, servant, accountant or other person employed in the business of the Company shall observe a strict secrecy, respecting all transactions of the Company with the customers and the state of accounts with individuals and matters relating thereto and shall not reveal any of the matters which come to his knowledge in the discharge of his duties except when required to do so by any legally competent authority, quasi-judicial or judicial order and except, so far as may be necessary in order to Association with any of the provisions in these presents contained. Moreover, all members, office bearers and members of the Executive Committee shall communicate in confidence and maintain confidentiality of their transactions and communications as privileged communication between the members, office bearers and the Executive Committee of the Association. That it shall be the duty of the office bearers and the members of the Executive Committee to maintain a private mailing list for dissemination of information about the Association and information regarding IT and IT enabled services and matters incidental and related thereto and all such information shall be privileged and confidential between the Association, its office bearers, the Executive Committee, its members and recipients. The Executive Committee or the Chairman may, if deemed fit, disseminate such information as non-confidential and not privileged by stating in such communication that the information is non-confidential and not privileged.
The Association may exercise all the powers to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures debenture stock and other securities, whether outright or as security for any debt, liability or obligation.
Notwithstanding the requirements under the Companies Ordinance, 1984 (XLVII of 1984), the Association shall annually submit by 31st December, to the Director-General:
Every member, agent, auditor, General Secretary and other officer for the time being of the Association shall be indemnified out of the assets of the Association against any liability incurred by him in relation to the Association in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 358 of the Ordinance in which relief is granted to him by the court.
The Executive Committee shall, at the end of its term of the office, prepare and/ or publish under the signature of the Secretary General a report of the work done and the progress made by the Association during the Executive Committee’s tenure of office. The report shall be placed before the Annual General Meeting for consideration and adoption and shall be published if so resolved by the Executive Committee for general information of members and public in which case copies thereof shall be supplied to members gratis or on payment of such sum as the committee may fix.
The Association shall within one year from the date of grant of License create and maintain a website which shall include all relevant information regarding the Association.
The Association shall have a common seal, which shall not be affixed to any instrument or document, except by the authority of a resolution of the Executive committee and in the presence of at least one member of the Association is so affixed in their presence.
All the property of the Association whether belonging to it or held by it in trust, shall unless otherwise provided by any instrument of trust vest in the Association and in case of any Bill, Note, negotiable Instrument of whatsoever nature, Agreement Bond, Indemnity Debentures and generally any other deed or document of whatsoever nature, the same shall be deemed to have been duly executed, accepted admitted, endorsed and completed on behalf of the Association if signed by the Chairman and General Secretary or in their absence by any two or more members appointed for the purpose by the Executive Committee.
The Account books and other documents shall be kept at the headquarters of the Association and shall be open to inspection by members of the Executive Committee and members of the Association, at such time or times during the day and to such extent as the Association in General Meeting may from time to time determine. The Executive Committee, and the Chairman shall, in respect of Executive Committee, have the right to refuse inspections of any documents which at the time, in its/his opinion, it likely to prejudice the interests of the Association. Reasons for such refusal shall be given in writing and the aggrieved party may appeal to the General Body concerned on the subject and decision of that body shall be final.
The Executive Committee shall keep or cause to be kept records and proper books of accounts in which shall entered full, true and complete accounts of the affairs and transactions of the Association which will include inter alia the following:
At the time of election of the Executive Committee, if any member raises a dispute or challenges the election of any other member the Chairman of the meeting shall decide the matter there and then at the time of election of the Executive Committee. If it is still found that two or more members have secured equal number of votes, the Chairman of the meeting shall draw lots in respect of all such members and such of them as come first in the lots to make up the number required shall be deemed as elected.
In the event of any office bearer, or member of the Executive Committee vacating his office at any time during the year the vacant office shall be filled up by the Executive Committee within 30 days of the vacancy by co-option. Office bearers so co-opted shall be entitled to hold office till the next elections and shall belong to the same class of membership to which the out going office bearer belonged.
The office of a member of the Executive Committee shall be vacated if he remains absent from three consecutive meetings of the Executive Committee or for a continuous period of three months whichever is longer, without leave or, permission from the Executive Committee.
In the event of any office bearer or member of the Executive Committee going on leave for a period exceeding three months, the Executive Committee may co-opt a substitute in his place to act for the period of the leave.
It shall be obligatory upon every member to notify any change of his address so that the same may be noted in the register of members. In the absence of such intimation, a notice sent to the address last noted in the register of members shall be deemed good.
The quorum of all meetings shall be as provided in Article 24. In case a meeting is adjourned for want of quorum, no quorum shall be necessary for the adjourned meeting and the members present shall transact the business.
These may be called by the General Secretary at the instance of the Chairman or any two ordinary members of the Executive Committee or the General Secretary himself in consultation with the Chairman. The Executive Committee shall hold at least one meeting in every two months.
One-fourth of the members of the General Body present in person, and qualified for the time being, will form the quorum for the Annual General or Ordinary, Extra-Ordinary or Special General Meeting and no business shall be transacted at such meeting unless there be a quorum. This quorum requirement will also apply for Ordinary, Extra-Ordinary or Special Meeting of the Executive Committee.
All meetings of the general body other than the Annual General Meeting shall be called Ordinary, or Special General Meeting and shall be held at any time and at any place as the Executive Committee may deem fit and convenient for the disposal of the business of Association.
An Annual General Meeting shall be held once a year for the purpose of:
Annual General Meeting shall have power to adjourn to another date to be then fixed for the purpose of deciding such proposition as may remain undetermined.
At an Annual General Meeting, the presence of 25% members in person shall be necessary to form a quorum. Should such number not be present, the meeting shall be adjourned to such date as the majority of those present may fix.
The notice of the date of adjourned meeting shall be given forthwith to all members who were sent notice of the meeting. The quorum is not necessary for the adjourned meeting.
The majority at the Annual General Meeting or at any adjourned meeting shall consist of simple majority. In case of equal number of votes, the Chairman shall have the second or casting vote.
The committee shall cause the date of the Annual General Meeting to be advertised at least 40 days before the date of such meeting any proposition to be laid before the meeting under this Rule must be sent to the Secretary General 25 days before the date of the meeting.
The Committee shall send to each member paying subscription in accordance with the Rules, at least 21 days before the Annual General Meeting, a copy of the report and audited accounts of the affairs of the Association for the year ending the previous 30th June and also agenda of the meeting. In case of adjourned meeting, a notice of at least 7 days will be necessary.
All resolutions shall be adopted by the simple majority vote of members present in the meeting.
In the event of the office of the Chairman or the Vice Chairman falls vacant, the vacancy shall be filled by any member elected by the Committee within one month. The Executive Committee shall meet once at least in every two months. One-third members shall form quorum. In the case of equality of voters, the Chairman shall have second or casting vote.
The Chairman, if present, shall preside at all meetings of the Association and at all meetings of the Committee. In his absence, the Vice Chairman shall preside failing which members present, whether at any meeting of the Association or at any meeting of the Executive Committee, shall elect a Chairman to preside.
The normal business of the Association shall be carried on by the Executive Committee of the Association as decided by majority of votes.
The Treasurer of the Association shall be an elected member of the Executive Committee, and shall assist the President in: