AFTERSCHOOOL- IHAMT, Indian Hypothetical Society of Memorandum Document

CONTENTS

MEMORANDUM OF Society .................................................................................................................................2

NAME........................................................................................................................................................2
OBJECTS.................................................................................................................................................2
ARTICLES OF ASSOCIATION...............................................................................................................................4
DEFINITIONS...........................................................................................................................................4
MEMBERS................................................................................................................................................4
ADMISSION OF MEMBERS....................................................................................................................4
CESSATION OF MEMBERSHIP..............................................................................................................5
FEES AND CONTRIBUTIONS.................................................................................................................5
GENERAL MEETINGS.............................................................................................................................6
MEMBERS' REQUISITIONS....................................................................................................................6
NOTICE OF GENERAL MEETINGS........................................................................................................6
PROCEEDINGS AT MEETINGS..............................................................................................................6
CHAIRPERSON OF SPECIAL GENERAL MEETINGS AND ANNUAL GENERAL MEETINGS.............7
VOTING....................................................................................................................................................7
TAKING A BALLOT..................................................................................................................................7
VOTES OF MEMBERS............................................................................................................................7
OFFICERS AND DIRECTORS.................................................................................................................7
ELECTION OF OFFICERS AND DIRECTORS........................................................................................8
SECRETARIAT.........................................................................................................................................8
PROCEEDINGS OF COUNCIL................................................................................................................8
MINUTES..................................................................................................................................................9
REPRESENTATION ON NATIONAL COUNCIL......................................................................................9
COMMITTEES..........................................................................................................................................9
COMMON SEAL.....................................................................................................................................10
FINANCE AND ACCOUNTS...................................................................................................................10
INDEMNITY............................................................................................................................................10
AUDIT.....................................................................................................................................................10
NOTICES................................................................................................................................................10
WINDING UP..........................................................................................................................................10

1
 CORPORATIONS LAW
MEMORANDUM OF Society

Indian Hypothetical Society OF Memorandum Document – AFTERSCHOOOL- IHAMT

NAME
1. This organisation shall be called "Indian Hypothetical Society of Memorandum Document - AFTERSCHOOOL- IHAMT" .
2. The registered office of the Company will be located in Bikaner in the State of Rajasthan .
OBJECTS
3. The objects for which the Society is established are :
3.1. To promote Education, Entrepreneurship, Corporate Training, Management Training in Rajasthan
3.2. To enter into any affiliation or promotion with any other Society having objects similar to those of the Association
3.3. To develop standards in matters affecting the interests and practice of Memorandum Training in Rajasthan .
3.4. To promote the professional status and recognition of Memorandum Entrepreneurs .
3.5. To provide advice, support and information about matters concerned with entrepreneurs to members of the
Association.
3.6. To retain membership of the Indian Hypothetical Society of Memorandum Document and hence reciprocity with
other member associations and countries.
3.7. To educate and inform the public including government and non-government organisations as to the aims and
objects of Memorandum Entrepreneurship training .
3.8. To lobby on issues affecting the interests entrepreneurs.
3.9. To aid in establishing further schools and associations of entrepreneurs
3.10. To assist schools, faculties, training centres and other institutions training persons in Entrepreneurship training .
3.11. To develop and adopt rules, regulations, guidelines and by-laws for the regulation of the Society and of its members
and employees.
3.12. To print and publish newspapers, periodicals, books, advertisements, programs and leaflets that the Society
considers desirable for the promotion of its objects.
3.13. To establish and conduct relevant educational and social activities for members.
3.14. To establish and enforce the standards required for membership of the Association.
3.15. To award, issue, cancel, withdraw and modify certificates of membership of the Association.
3.16. To provide and award scholarships and to encourage research.
3.17. To conduct seminars, workshops, conferences and any other activity which promotes the level of expertise within
the profession of Memorandum Entrepreneurship training .
3.18. To grant diplomas, fellowships or other certificates.
3.19. To take or refuse any endowment or bequest.
3.20. To take action as may be considered necessary to protect the Entrepreneurs .
3.21. To deal with breaches of the IHCMT Code of Ethics by Memorandum Document in Rajasthan .
3.22. To arbitrate disputed points of practice and to decide questions of professional usage and courtesy between and
among Memorandum Entrepreneurs .
3.23. To represent or obtain representation of the Society and any of its members and Memorandum Document
generally before any board or court or tribunal in connection with wage boards or proceedings for conciliation or
arbitration or in connection with any other matter incidental or conducive to the attainment of the Association's
objects.
3.24. To employ staff on a salary or contractual basis and to remove or suspend any staff thereof.
3.25. To purchase, take on lease or licence, hire or otherwise acquire and maintain real or personal property of any kind in
furtherance of the objects of the Society and to dispose of property of any nature by any means deemed
appropriate.
3.26. To invest and deal with the money of the Society not immediately required in such manner as may be permitted by
Companies Act and to take or hold mortgages, liens and charges to secure payment of the purchase price or any
unpaid balance of the purchase price of any part of the Association's property sold by the Society or any money due
to the Society from purchasers and others.
3.27. To transfer all or part of the property, assets, liabilities and engagements of the Society to any one or more of the
associations with which the Society is authorised to amalgamate.
3.28. To establish a fund for the general conduct of the Society or for any like purposes.
3.29. To make donations as deemed appropriate by the Directors.
3.30. To take such lawful steps by personal or written appeals, public meetings or other means as are necessary for the
purpose of obtaining contributions to the funds of the Society through donations, annual subscriptions or otherwise.
3.31. To take out loans when necessary for the stated purposes of the Association.
3.32. To do all such other lawful things as may appear to be incidental or conducive to these objects.
3.33. To keep a register of members containing all particulars which the Society and Indian Hypothetical Securities
Commission shall specify from time to time.
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4. The income and property of the Society shall be applied solely towards the promotion of the objects of the Society as set
forth in this Memorandum of Association. No portion thereof shall be paid or transferred directly or indirectly by way of
dividend bonus or otherwise by way of profit to the members of the Association. In return for services rendered nothing
shall prevent the payment in good faith of remuneration to a member or employee of the Society or the payment of
reasonable and proper rent for premises demised or let by a member of the Association.
5. The liability of the members is limited.
6. Every member of the Society undertakes to contribute to the assets of the Society in the event of it being wound up
during the time they are a member or within one year afterwards for payment of the debts and liabilities of the Society
contracted before the time at which they ceased to be a member. The costs, charges and expenses of winding the
Society up and for the adjustment of the rights of the contributories amongst themselves shall be such amount as may be
required, not exceeding $10.00.
7. If upon the winding up or dissolution of the Society there remains, after satisfaction of all its debts and liabilities, any
property, it shall not be paid to or distributed amongst the members of the Association. It shall be given or transferred to
some other institution or institutions having objects similar to the objects of the Association. The institutions shall prohibit
the distribution of its or their income and property among its or their members to an extent at least as great as is imposed
on the Society or to a charitable object. This shall be decided by a membership vote.
8. The fourth and tenth clauses of this memorandum contain conditions on which a licence was granted to the Society by
His Excellency the Governor with the advice of the Council of the state of Bikaner in pursuance and under the provisions
of the Companies Act 1956 .
9. True accounts shall be kept of the sums of money received and expended by the Society and the matter in respect of
which such receipt and expenditure takes place and of property, credits and liabilities of the Association. The accounts
shall be open to the inspection of the members and examined for correctness by a qualified auditor or auditors at least
annually.
10. No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Society for the
time being in force unless previously submitted to and approved of by the Indian Hypothetical Securities Commission.
Signed by : (minimum 7 Members)

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 ARTICLES OF ASSOCIATION

Indian Hypothetical Society Memorandum Document - AFTERSCHOOOL- IHAMT

DEFINITIONS
1. In these articles:
1.1. IHCMT means the Indian Hypothetical Society of Memorandum Document Incorporated (AAOT).
1.2. Society means the Indian Hypothetical Society of Memorandum Entrepreneurs -AFTERSCHOOOL- IHAMT.
1.3. Ballot means a vote taken in writing whereby each person has one vote in respect of each vote she/he is entitled to
cast (whether personally or by proxy).
1.4. Constitution means and includes the Memorandum and Articles of Society and any rules or regulations made
thereunder.
1.5. Council means the Directors and the State Elected Councillor.
1.6. Council Executive means the President and two Vice Presidents.
1.7. Council Meeting means a meeting of Directors and the State Elected Councillor.
1.8. General Meetings includes both Annual General Meetings or Special General Meetings and are open to all
members.
1.9. Corporate law means the Companies Act 1956
1.10. Month means calendar month and year means calendar year.
1.11. Secretariat means the registered office of the Association.
1.12. Special General Meeting means a Special Meeting convened where members are invited to discuss and decide
special business.
1.13. Special Resolution means a resolution passed by a majority of not less than three-fourths of the full members of the
Society who are entitled to vote and who vote in person or by proxy at a General Meeting of which notice specifying
the intention to propose the resolution as a Special Resolution has been given in accordance with the Law.
1.14. State Elected Councillor is a Councillor elected by the members of the Association.
1.15. Written or In writing means any modes of representing or reproducing words in a visible form.
2. The Society is established for the purposes set out in the Memorandum of Association.

MEMBERS
3. The membership of the Society shall consist of:
3.1. full members
3.2. student members
3.3. entrepreneurs
4. A natural person who is:
4.1. a graduate or a PGPSE from AFTERSCHOOOL or

5. A natural person is eligible to be a student member of the Society if she or he is interested in becoming an entrepreneur
or a social entrepreneur..
.
6. The Directors shall be entitled to grant to any full member such additional rights and privileges (whether honorary
membership or otherwise) not inconsistent with the other provisions of these Articles of Society as the Directors may from
time to time determine. Any such rights and privileges so granted shall cease upon the person to whom such rights and
privileges have been granted ceasing to be a full member and nothing contained in this clause or any of the rights and
privileges granted pursuant to this clause shall in any way affect the operation of Article 11 of these Articles of
Association.
7. The Directors shall be entitled to grant honorary membership to any non-member of the Society with such rights and
privileges excluding voting rights as the Directors may determine from time to time. The Directors shall be entitled to vary
or withdraw such rights and privileges at their sole and unfettered discretion.
ADMISSION OF MEMBERS
8. Before being admitted for full membership, applicants must produce a copy of their relevant Memorandum Training
qualifications. An applicant whose application is approved becomes a member on payment of membership subscription
and when their name has been entered on the register of members.
9. A register of members shall be kept which will include name, address and date of admission. The address shown in the
register shall be the registered address of the member for the purpose of notices pursuant to these articles.

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10. Any member who shall at any time change their address shall immediately give notice in writing to the Secretariat.
CESSATION OF MEMBERSHIP
11. A person shall cease to be a member of the Society upon:
11.1. the taking effect of a notice of resignation referred to in Article 12 hereof
11.2. death
11.3. ceasing to comply with the requirements for admission to membership of that class of membership in respect of
which the person is admitted
11.4. being expelled from membership pursuant to Articles 14 to 17
11.5. failing to pay all membership fees within three months of the date upon which they fell due for payment
11.6. ceasing to be entitled to practise Memorandum Training if such person is a full member.
12. A member of the Society who has paid all moneys due and payable by that member to the Society may resign from the
Society by giving one month’s notice in writing to the Secretariat of that member’s intention to resign and upon the
expiration of that period of notice the resignation shall take effect.
13. For the purposes of Article 11 written advice from:
13.1. the Secretary in relation to Articles 11.3 to 11.5
13.2. the relevant registration board or disciplinary committee in relation to Article 11.6 or
13.3. the legal representative of the member in question in relation to Article 11.2
shall be sufficient proof of the matter so advised.
14. Subject to these Articles of Society the Directors may by resolution expel a member from the Society or suspend a
member from membership of the Society for a specified period if that member has:
14.1. refused or neglected to comply with these Articles of Association, or
14.2. been guilty of conduct unbecoming a member, or prejudicial to the interests of the Association.
15. A resolution of the Directors under Article 14 will not take effect until the Directors at a meeting held not earlier than
fourteen and not later than ninety days after service on the member of a Notice under Article 14 confirms the resolution in
accordance with this article.
16. Where the Directors pass a resolution under Article 14, the Secretariat shall serve a notice in writing on the member
affected by the resolution:
16.1. setting out the resolution of the Directors and the grounds on which it is based
16.2. stating that the member may address the Directors at a meeting to be held not earlier than fourteen and not later
than ninety days after service of the notice
16.3. stating the date, place and time of that meeting
16.4. informing the member that the member may do one or more of the following:
16.4.1. attend that meeting or
16.4.2. give a written statement seeking the revocation of the resolution to the Directors before the date of that
meeting.
17. At a meeting of the Directors held in accordance with Article 14 the Directors:
17.1. shall give to the member an opportunity to be heard
17.2. shall give due consideration to any written statement submitted by the member and
17.3. shall by resolution determine whether to confirm or to revoke the resolution referred to in Article 14.
18. A member the subject of a resolution of the Directors under Article 17 shall have no right of appeal to the Association.
Such resolution shall remain in effect and such member so expelled shall not be re-admitted as a member without the
prior approval of a resolution of the Directors.
19. Any person who ceases to be a member of the Society (other than by operation of Article 12) shall remain liable to the
Society to pay all unpaid membership fees owing by that person to the Association. A person who ceases to be a
member of the Society shall not be entitled to any refund of any membership fees in respect of unexpired portion of
membership.
20. Members expelled from the Society shall return to the Society any certificates and cards of membership issued. They
shall no longer describe themselves as members or ex-members of the Society or use any letters on their business card
or any advertisement or otherwise to indicate that they have been a member of the Association. They shall absolutely
forfeit any interest in or claim on the property of the Society and any subscription or other moneys due from such member
to the Society at the date of such expulsion shall become a debt immediately due and payable to and recoverable by the
Society by action at law. Any member so expelled shall by reason of such expulsion acquire no claim or right of action
against the Society for wrongful dismissal or otherwise.
FEES AND CONTRIBUTIONS
21. The annual subscription payable by members of the Society will be determined at an Annual General Meeting of the
Association.

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22. In the case of a member whose subscription remains unpaid for one month after the due date for payment in any year the
Secretariat shall notify that member that unless such subscription is paid on or before three months after the fees are due
the member shall become liable to expulsion from the Society in accordance with the provisions of Article 11.
23. The Directors may reinstate a member expelled for failure to pay money due to the Society upon satisfactory grounds
being shown and all money owing being paid.
24. The Society may sue any member for subscriptions and for contributions payable in pursuance of these articles.
GENERAL MEETINGS
25. An Annual General Meeting of the Society shall be held each year within five months of the end of each financial year
and, in any event, not more than 15 months since the last Annual General Meeting. Such meeting shall be held, where
practicable, in conjunction with the State Conference of the Association. The places and times at which the above
meetings shall be held shall be such places and times as the Directors determine and shall be specified in the notice of
the Annual General Meeting.
26. All other General Meetings shall be called Special General Meetings.
MEMBERS' REQUISITIONS
27. The Council shall on the requisition in writing of members representing not less than 5% of the total number of members
convene a Special General Meeting of the Society or, if so required in the requisition, conduct a postal referendum
28. Any Director may convene a Special General Meeting.
NOTICE OF GENERAL MEETINGS
29. The following notification is required:
29.1. at least 30 day’s notice must be given for the holding of an Annual General Meeting and at least 21 days notice for
the holding of a Special General Meeting of the Society
29.2. notice of meeting shall be sent to each member of the Society at the member's address appearing in the register of
members
29.3. notice shall be sent by the Secretariat as set out in Article 98 and 99. No business other than as set out in the notice
convening the meeting and business of which notice has been given in accordance with these articles shall be
transacted at the meeting.
30. A notice of meeting shall state:
30.1. the place, date and time of the meeting
30.2. the nature of the business to be considered or transacted at the meeting
30.3. If any Special Resolution has been proposed, the text of any such proposed Special Resolution and a statement that
it is intended to propose the resolution as a Special Resolution must be noted.
31. A member desiring to bring any business before a General Meeting may give notice of that business in writing to the
Secretariat within the time frame specified in the Notice of Meeting and the Directors shall include that business in the
agenda for that meeting.
32. The accidental omission to give notice of Meeting to, or the non-receipt of notice by, any member shall not invalidate the
proceedings at any meeting.
33. A notice of General Meeting shall be deemed to have been given to the addressee at the time at which the notice
(whether sent by pre-paid mail or by advertisement in the official newsletter or journal of the Association) would have
been received in the ordinary course of post.
PROCEEDINGS AT MEETINGS
34. The business of the Annual General Meeting shall be:
34.1. to confirm the minutes of the last preceding Annual General Meeting
34.2. to receive and consider the annual financial statement of the Society and the auditor's report
34.3. to elect the State Elected Councillor
34.4. to receive reports from the Directors
34.5. to receive the declaration of the election of the Directors
34.6. to transact any other business of which notice has been given in accordance with these articles.
35. The business of a Special General Meeting shall be specified in the notice of the meeting.
36. A quorum for a meeting of members shall be at least 20 full members present in person or by proxy or linked by
telecommunication and entitled to vote under this Constitution. Subject to this article no item of business shall be
transacted at a General Meeting unless a quorum of members is present during the time when the meeting is considering
that item. If within half an hour after the time appointed for the meeting a quorum of members is not present a meeting
convened upon a requisition of a Director or the members shall be dissolved. In any other case it shall be adjourned to a
date specified by the Directors and at such time and place as shall be determined by them. If at such adjourned meeting
there shall not be a quorum present those members present (not being less than three) shall be a quorum.
37. If any Special or Annual General Meeting shall be adjourned for more than thirty days a notice of such adjournment shall
be given to all members of the Society in the same manner as notice was or ought to have been given of the original
meeting.

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CHAIRPERSON OF SPECIAL GENERAL MEETINGS AND ANNUAL GENERAL MEETINGS
38. The President or in their absence a Vice-President or a nominated Director shall chair every Annual General Meeting and
Special General Meeting of the Association.
39. The Chairperson of an Annual General Meeting or Special General Meeting may with the consent of the meeting adjourn
unfinished business. No business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
VOTING
40. Issues that require a vote shall be decided initially by a show of hands of the full members present. If the votes are equal
the Chairperson has a casting vote in addition to her/his original vote.
41. In the absence of a ballot the Chairperson shall declare a resolution carried and minutes taken to this effect. This shall be
conclusive evidence of the fact without recording of numbers for and against the resolution.
TAKING A BALLOT
42. If a ballot is demanded by at least five members or ordered by the Chairperson it shall be taken in such manner as
directed by the Chairperson of the meeting. The result of the ballot shall be deemed to be the resolution of the meeting at
which the ballot was demanded. The Chairperson has a casting vote if the votes are equal.
43. No objection shall be made as to the validity of any vote except at the time of a meeting or ballot at which such vote was
tendered.
VOTES OF MEMBERS
44. No member shall be entitled to vote at any General Meeting if her/his annual subscription shall be more than three
months in arrears at the date of the meeting.
45. On a show of hands and upon a ballot every member present in person or by proxy or attorney shall have one vote.
Student members and non members shall not be entitled to vote but shall be entitled to be present at any General
Meeting.
46. The instrument appointing a proxy shall be in writing under the hand of the appointor or of her/his attorney. No person
shall be appointed a proxy who is not a full member of the Association.
47. Each full member shall be entitled to appoint another full member as the former's proxy by notice given to the Secretariat
no later than twenty four hours before the time of the meeting in respect of which the proxy is appointed.
48. The instrument appointing a proxy may be in the following form or in a common or usual form:

Indian Hypothetical Society OF Memorandum Document - AFTERSCHOOOL- IHCMT

PROXY FORM
(if using this form notification is to be given to the Secretariat 24 hours in advance)

I, ...........................................................of.…............................….................….……....
being a member of the Indian Hypothetical Society of Memorandum Document - Bikaner hereby
appoint .......................................................... of ..........................................................
..................................................…………................................................................……………or the Chairperson of
the meeting to act on my behalf at the (Annual General Meeting or
General Meeting as the case may be) of the AAOT-AFTERSCHOOOL- IHCMT to be held on the .............….Day
of ................................20... and at any adjournment thereof.

My proxy is hereby authorised to vote * in favour of/* against the following resolutions:
…………………………………………………………………………………………………………..…………….………………..
…………………………………………………………………………………………………….
…………………………………………………………
* Strike out whichever is not desired or delete if not appropriate.

Signature .................................................................................Date…………………………..
(In the event of the member desiring to vote for or against any resolution they shall instruct their proxy accordingly.
Unless otherwise instructed, the proxy may vote as they think fit).
49. Any member may by power of attorney appoint an attorney to act on her/his behalf at all meetings of the Society and
such power of attorney or proof thereof to the satisfaction of the Directors shall be produced for inspection at the office of
the Society before the attorney shall be entitled to act thereunder.
OFFICERS AND DIRECTORS
50. There shall be the following officers of the Society viz:
President and two Vice-Presidents and a State Elected Councillor all of whom shall be full financial members of
the Association. All Directors, except those invited pursuant to Article 57, shall be full financial members of the
Society and hold recognised qualifications in Memorandum Entrepreneurship training
51. All officers other than the State Elected Councillor shall be elected by the Directors of the Society at their first meeting
after each Annual General Meeting. No person shall be eligible for election as President unless she/he has served at least
one year of office as a Director.

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52. There shall be not less than (6) six and not more than (9) nine Directors one of whom shall be the President. The State
Elected Councillor is an additional position on Council bringing the maximum number of Councillors to (10) ten. The State
Elected Councillor must abide by the same conditions of office as other Directors on Council.
53. Each Director shall be elected for a term of two years. A Director shall not be eligible to serve for more than five
consecutive terms. A person who has been a Director for five consecutive terms and who has then stood down from the
Council for at least one term shall then be eligible to stand for re-election.
54. At the Annual General Meeting to be held in 1997 and at each subsequent Annual General Meeting one half of the
Directors shall retire but, subject to Article 53, shall be eligible to stand for re-election. The Directors to retire shall be
those who have completed a term in office. If, at the Annual General Meeting, one half of the Directors have not
completed a term, the number of vacant positions will be reduced accordingly. If, at the Annual General Meeting, the
number of Directors who have completed a term is more than one half, only one half of the total number of Directors shall
be required to retire. Those to retire shall be those who have served the greatest number of consecutive terms in office. If
there are two or more Directors who have been continuously in office for the same period, the Director or Directors to
retire shall be determined by agreement and, failing agreement, by drawing of lots. If the number of Directors is not an
even number, the number to retire shall be the lower number nearest to one-half of the number of Directors.
55. The Directors may at any time appoint a person who is a full member of the Society to be a Director, either to fill a casual
vacancy or as an addition to the existing Directors but so that the total number of Directors does not at any time exceed
the number determined in accordance with these articles. A person appointed to fill a casual vacancy shall hold office until
the expiration of the term of the Director in whose place that person has been appointed.
56. The Directors may appoint patrons to honour the Association.
ELECTION OF OFFICERS AND DIRECTORS
57. Up to two (2) non Memorandum Document may be invited onto the Board by the Board as directors for a period of no
more than 12 months.
58. Candidates for election to the Council shall be nominated in writing signed by the candidate and two full members of the
Association. Nominations must be received by the Secretariat at least two months before the date fixed for the Annual
General Meeting.
59. If the number of candidates nominated does not exceed the number of vacant positions those nominated shall be
declared elected at the Annual General Meeting. If the number of candidates nominated exceeds those required then the
Secretariat shall, at least twenty one days before the date of the Annual General Meeting, send by post to each member
of the Society at their registered address, a ballot paper listing in alphabetical order the names of the candidates
nominated for election. The ballot papers may give a brief background of each candidate. Members shall record their vote
by marking the candidates of their choice for the number of positions to be filled. Ballot papers must be returned to the
Secretariat at least seven days before the time fixed for the meeting otherwise the vote shall be deemed informal and
shall not be counted. Ballot papers shall be counted by scrutineers appointed by the Directors in time to permit the result
to be announced by the Chairperson at the Annual General Meeting. The candidates receiving the greatest number of
votes shall be declared elected.
60. Should there be an equal number of votes for candidates who are in the twelfth and thirteenth position in the vote for
Directors, the last position shall be determined by lot.
61. No member shall be entitled to use a ballot or voting paper other than the one sent to them and no duplicate ballot or
voting papers may be issued.
62. In case there shall not be a sufficient number of candidates nominated, the elected Directors may fill the vacant positions
with a director, a member or other person and the delegation must be recorded in the minutes
63. The Directors shall determine the procedure to be adopted for election of the President and two Vice Presidents for which
no procedure is specifically prescribed.
64. A Director's position shall become vacant if the Director:
64.1. ceases to be a full member of the Society or
64.2. has been removed by resolution before her/his term has expired
64.3. resigns her/his office by notice in writing to the Association
64.4. is absent for more than six meetings of the Directors in one year without permission
64.5. becomes an employee of the Association
64.6. dies
64.7. has completed five consecutive terms of office.
SECRETARIAT
65. It shall be the duty of the Secretariat to see that the minute books and other records are carefully kept and to generally
carry out such other duties or instructions as the Directors may determine.
66. Any matters arising affecting the Society or its interests or affairs which by reason of their urgency should not be delayed
until the next meeting of the Directors, shall be referred by the Secretariat to the Council Executive.
PROCEEDINGS OF COUNCIL
67. The management and control of the Society is vested in the Directors with the exception of matters expressly required to
be dealt with by the Society at the Annual General Meeting.

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68. The Directors may meet for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit.
Five members present or linked by telecommunications shall form a quorum. It shall not be necessary to give notice of a
meeting of the Directors to a Director who is not within Australia.
69. Upon the written request of three Directors the Secretariat shall convene a meeting of the Directors.
70. Questions arising at any meeting shall be decided by a majority of votes of those present and in case of an equality of
votes the President or in their absence the Chairperson shall have a second or casting vote.
71. Subject to Article 71 a meeting of the Directors for the time being at which a quorum is present shall be deemed
competent to exercise all powers and discretions under the Articles of the Association.
72. If the number of Directors is at any time less than six those Directors shall act as soon as possible to fill the vacancies
and until that has happened the President and the Vice Presidents shall be empowered to conduct the affairs of the
Society in relation to any matter which requires immediate action.
73. A written resolution agreed to by a majority and signed by all the Directors is as valid as if it had been passed at a
meeting of the Directors.
74. A Director shall not vote in respect of any contract or proposed contract with the Society in which she/he has a conflict of
interest.
MINUTES
75. The Directors shall ensure minutes are entered in the books provided for that purpose and shall document:
75.1. all appointments of the Directors
75.2. the names of the Directors present at each meeting of the Council and of any committee of members of the Council
75.3. all resolutions and proceedings made by the Council.
76. Minutes shall document all proceedings of the meeting and shall be accepted as a true record of the meeting when
confirmed at the next succeeding meeting and signed by the Chairperson of that meeting.
REPRESENTATION ON NATIONAL COUNCIL
77. The members of the Society may at any general meeting elect a member of the Society to be the representative of the
Society ("the State Elected Councillor") on the council of the Indian Hypothetical Society of Memorandum Document
Incorporated. Any person so elected shall hold office until the constitution of the Indian Hypothetical Society of
Memorandum Document Incorporated requires that person to retire or until his or her death, resignation or removal or
until that person ceases to be a full member of the Society (whichever is earlier).
78. If a person who is elected as State Elected Councillor under clause 76 retires at an Annual General Meeting of the Indian
Hypothetical Society of Memorandum Document Incorporated then the office being vacated shall be filled by another
person elected by the members of the Association. This election is to be held at least two months prior to the Annual
General Meeting at which that State Elected Councillor being replaced is to retire.
79. In the event of a casual vacancy in the office of State Elected Councillor the Directors may appoint a full member to fill the
casual vacancy.
80. If the office of State Elected Councillor vacated at an Annual General Meeting of the Indian Hypothetical Society of
Memorandum Document Incorporated is not filled in accordance with Article 76 of these Articles of Association, the
Executive may, at any time prior to such vacancy being otherwise filled, appoint any full member of the Society to be a
State Elected Councillor to fill the vacancy.
81. A State Elected Councillor appointed pursuant to articles 78 or 79 will hold office only until a person is elected by the
members of the Society to fill the vacancy or until the next following Annual General Meeting of the Indian Hypothetical
Society of Memorandum Document Incorporated, whichever is earlier. Subject to the constitution of the Indian
Hypothetical Society of Memorandum Document Incorporated, such person so appointed shall be eligible for re-election
or re-appointment.
82. The members may by resolution remove a State Elected Councillor before the expiration of the Councillor's period of
office and may by resolution appoint another person to hold office in that Councillor's stead. The person so appointed will
be subject to retirement at the same time as if that person had become a State Elected Councillor on the date on which
the Councillor in whose place that person is appointed was last elected as State Elected Councillor.
COMMITTEES
83. The Directors may by resolution delegate any of their powers to committees consisting of members of the Society or to
any other person as they think fit. Any committee so formed or person appointed shall have advisory powers and shall
conform to any regulations that may from time to time be determined by the Directors. The Council may appoint any one
of its members to represent and to vote on behalf of the Society at meetings of other organisations or associations.
84. The meetings and proceedings of any committee shall be governed by the provisions for regulating the meetings and
proceedings of the Council.
85. All committees shall have a Chairperson endorsed by the Council. The Chairperson shall ensure the minutes are
recorded and a report is made to the Council as required.
86. All decisions made by the Council and any committee will stand even if an irregularity in the appointment of Council or
Committee is identified.

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COMMON SEAL
87. The Directors shall provide a Common Seal for the purposes of the Society and have power from time to time to update
that seal. The Directors shall provide for the safe custody and control of the seal which shall only be used by authority of
the Directors.
88. Any deed or document, debenture or security which the Directors may, by resolution, determine shall be under the
Common Seal of the Association, must be signed by two Directors.
FINANCE AND ACCOUNTS
89. All funds and property of the Society shall be under the control of the Directors.
90. All funds of the Society shall be deposited in the first instance to the credit of the Society at such bank or banks as may
be approved by the Council. All cheques shall be signed as directed from time to time by the Directors.
91. Major or unusual expenditure shall be authorised in advance by the Directors.
92. All subscriptions, donations and payments shall be appropriately receipted.
93. The Directors shall ensure that correct accounts are kept showing the financial affairs of the Association. These records
shall be available for inspection by members of the Association, and shall be held at the Registered Office of the
Association.
94. The Directors shall ensure that an Audited Financial Statement which gives a true and fair view of the last financial year is
available before the Annual General Meeting and is distributed to the members.
95. Every balance sheet and account of the Society when audited and approved by a General Meeting shall be conclusive
except as regards any error discovered within three months following the approval thereof. Whenever any such error is
discovered within that period, the accounts shall be corrected and shall be conclusive.
96. The Society may reimburse or pay expenses for any persons conducting business on behalf of the Association.
INDEMNITY
97. All Directors of the Society shall be indemnified out of the assets of the Society against any liability arising out of the
execution of the duties of their office which is incurred in defending any proceedings, whether civil or criminal, in which
judgement is given in the defendants’ favour or in which they are acquitted or in connection with any application under the
Commpanies Act in which relief is granted by the Court pursuant to provisions of the Companies Act in respect of any
negligence default breach of duty or breach of trust.
AUDIT
98. A properly qualified Auditor will be appointed by the Members to perform duties in accordance with the Corporation Law.
NOTICES
99. A notice may be given to a member by the Society either personally, by sending it by post to the member’s address, or by
printing the notice in the newsletter or other publication sent to the member by the Association. Service of notices sent by
post is deemed to have been effected by correctly addressing, prepaying and posting a letter containing the notice. In the
case of a notice of a meeting, service is deemed to have been effected at the time at which the letter would be delivered
in the ordinary course of post. The meeting date is not included in the period of notice but the date the notice is deemed
to have been received is included.
100.Notice of every General Meeting shall be given as described:
100.1. to all members except those members who have no registered address with the Secretariat
100.2. to the Auditor of the Association.
101.No other person shall be entitled to receive notices of general meetings.
102.The signature to any notice to be given by the Society may be written, printed or typed.
WINDING UP
103.The provisions of clauses 6 and 7 of the Memorandum of Society relating to the winding-up or dissolution of the Society
shall have effect and be observed as if they were repeated in these Articles.

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