AICMEU - A Public Trust Dealing in economic welfare schemes


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Memorandum of Association

I. The name of the Association is the ‘ALL INDIA COUNCIL OF MUSLIM ECONOMIC UPLIFTMENT LTD.,

II. The Registered Office of the COMPANY will be situated in the State of Maharashtra.

(A) THE MAIN OBJECT OF THE COMPANY TO BE PERSUED BY THE COMPANY OF ITS INCORPORATION.

1. To promote the Educational, Social, Economic and general welfare of the people.

2. To arrange for the study and research of the teaching and practice of Islam in the first instance and allied thought and action, with a view to affect the thought and action of millions in India and thereby help them to attain or maintain peaceful, harmonious and happy social relations without hatred or violence of any kind.

3. To establish centers of study and Research and propagate Islamic Economic Doctrines and techniques of action. Credit mechanism with special reference to the principle of Interest free Banking and finances to the society.

4. To provide information, counsel and assistance in this field to teaching, social, financial and other institutions or person in the form of research fellowship, travel grants, library books and equipments and act as coordinating centre.

5. To make provision for training of selected persons for the purpose of the fulfillment and carrying of the objectives of the Company;

6. To publish journals, books, booklets, literature; etc., and such other communication media material for the propagation of Company objectives with special reference to their application to the current social, economic an national problems;

7. To publish the approved research materials including the thesis of the research scholars or such other materials collected or obtained from national and international resources;

8. To establish and maintain contacts between institutions and persons in India and abroad working on the objectives of the Company;

9. To accept donation, subscription and grants in cash or kind from the public, institution and Government for achieving the objects of the Company;

10. To purchase, take on lease, construct any immovable or moveable property for the use of the Company;

11. To encourage settlement of disputes by Arbitrators and to act as or nominate arbitrators and/or umpire in transaction in which any member of the company is concerned or between parties connected with the objects of the Company and agreeing to abide by the decision or award of such arbitrators and/or umpires;

12. To sell, exchange, lease, grant, licenses and other rights over and to improve, manage, develop, mortgage, turn to account or in any other manner deal with or dispose of, the undertaking, property, assets, rights, and effects of the Company or any part thereof, for such consideration as the Company may think fit, and in particular for shares, debentures or securities of the Company;

13. To enter into arrangement with any Government or authority supreme, municipal, local or otherwise or any person or company that may seem conducive to the Council’s objects or any of them and to obtain from the Government authority, person or company any rights, charters, contracts, license and concession which the council may think it desirable to obtain and to carry out, exercise and comply therewith either itself or through its members;

14. To pay out of funds of the Company all expenses which the Company may lawfully pay with respect to the promotion, formation and registration of the Council;

15. To lend, advance money or to give credit to such persons or companies and on such terms as may seem expedient and to guarantee the performance of any contract or obligation and the payments of money or by any such persons or companies and generally to give guarantees and indemnities;

16. The exercise all or any of its corporate powers; rights and privileges and to conduct its activities in all or any of its branches in the Union of India and in any or all states, territories, possession, colonies and dependency thereof and in any or foreign countries, and for this purpose to have and to discontinue such number of offices and agencies therein as may be convenient;

17. To procure the company to be registered or recognized in any part of the World;

18. To do all and everything necessary, suitable or proper for the accomplishment of any other purpose or the attainment of any of the objects or the furtherance of any of the powers herein before set froth, either alone or in association with other Corporate Bodies, Firms, or individual and to do every other act or acts, thing or things incidental or appurtenant to, or growing out of, connected with the aforesaid objects or powers of any part or parts thereof; provided the same be not inconsistent with the law of the Union of India;

19. The surplus or profit, if any, made by the Company the same shall not be distributed in any way among the members.

V. Every member of the Council undertakes to contribute to the assets of the Council in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Council contracted before he ceases to be a member, and the costs, charges and expenses of winding up and for the adjustments of the rights of the contributories among themselves, such account as may be required not exceeding one hundred rupees.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of these Memorandum of Association.

INTERPRETATION

1. In these Articles the following words or expression shall have the following meanings unless repugnant to the subject or context.

(a) “ The Act” means “ The Companies Act, 1956” as amended from time to time.

(b) AICMEU means the “ All India Council Of Muslim Economic Upliftment Ltd.” incorporated under the Indian Companies Act, 1956.

(d) “ Director” means a member of the Board of Directors whose name shall have been duly entered in the register of Members and who has not ceased to be a member by virtue of any of the provisions of the Constitution and shall include a subscriber to the Memorandum and Articles of Association of the AICMEU.

(e) “ Office” means “ the Registered Office” for the time being of the AICMEU.

(f) “ Prescribed” means prescribed by the Constitution or by rules framed by the Board of Directors.

(g) “ Managing Director” means the Chairman of the AICMEU who will preside over all kinds of meetings.

(h) “ Register of members” means the Register of the members of the Board of Directors to be kept in pursuant to the Act.

(i) “ Year” means the period commencing on 1^st April and ending on 31^st March next following.

MEMBERS

2. For the purpose of registration of the AICMEU under the Act, the AICMEU is declared to consist of 7 members of the Board of Directors. The Board of Directors may from time to time increase the number of members but the total number shall not exceed 25 members of Board.

DIRECTORS

3. Any person can be requested to become a Director of the Board of Directors of AICMEU by the formal decision of the existing members of the Board of Directors. Such a decision can be taken in any meeting of the Board and when accepted shall become effective.

CESSATION TO HOLD DIRECTORSHIP

(b) On his being found to be of unsound mind by a Court of Competent Jurisdiction.

EXPULSION OF DIRECTOR

5. If any member acts or has acted in a manner which may be detrimental to the promotion of the objects of AICMEU he may be expelled from the membership of AICMEU by a resolution passed by majority of the member of the Board present at the meeting provided that at least 14 days before such resolution has been passed such member shall have notice thereof and he shall have reasonable opportunity of being heard.

6. No right of any member shall be in any way transferable or transmissible but all such rights shall cease upon the member ceasing to be such member whether by tendering resignation, expulsion or otherwise.

ANNUAL GENERAL MEETING

7. An annual general meeting of the members of the Board of Directors of AICMEU shall be held once in each year on the date and at the time and the place as the Board of Directors may from time to time prescribe provided that not more than fifteen months shall elapse between one Annual General Meeting and the next. Nothing contained in this article shall be taken as affecting the rights conferred upon the Registrar of Companies under the provision to sub-clause (1) section 166 of the Act to extend the time within which any Annual General Meeting may be held.

8. All other meetings other than the Annual General Meeting specified in the proceeding articles shall be called Extra Ordinary General Meetings.

9. At least 14 days before every General Meeting of the Council, notice thereof specifying the day, place and time of the meeting and the nature of business to be transacted thereat shall be given to all the members in the manner as may be prescribed.

11. The Managing Director (or the Managing Director can be called a Chairman) shall preside over every General Meeting of AICMEU. In his absence, the Managing Director shall nominate any person from amongst the other Directors to preside over the meetings.

12. At any General Meeting a resolution presented for discussion will be decided by the simple majority votes. In case of the votes of the members present evenly divided, the Chairman will have the rights of casting votes.

MANAGING DIRECTOR

13. At its first meeting after the adoption of these articles and at its first meeting every five years thereafter, the member of the Board of Director will elect from amongst themselves a Managing Director who will subject as hereinafter mentioned hold office for a period of five years from the date of election and will be eligible for a re-election. If the office of the Managing Director is vacated before the expiry of his term of office due to any reason. The Board of Director for the remaining period of the outgoing Managing Director.

14. The Managing Director shall be the spokesman and Chairman of the AICMEU and shall preside over all the meetings of the AICMEU. The president will also be entitled to attend, preside and vote at the meeting of other committees and sub-committees. he Managing Director may delegate such of his powers and duties as he may deem fit to any other director.

15. At its first meeting after the adoption of these articles and at its first meeting every five years thereafter the members of the Board of Directors will elect from amongst themselves a Treasurer who will subject as hereinafter mentioned hold office for five years from the date of election and will be eligible for a re-election. If the office of the Treasurer is vacated before the expiry of his term of office due to any reason, the Board of Directors may elect another Treasurer for the remaining period of the outgoing Treasurer.

POWERS AND DUTIES OF TREASURER

16. The Treasurer shall have such powers and discharge such duties as may be delegated to him by the Board of Directors.

OPERATION OF BANK ACCOUNT

17. The Banking accounts of the funds belonging or entrusted to AICMEU shall be jointly operated upon by the Managing Director and the Treasurer of the AICMEU.

FUNDS

18. The funds of the AICMEU will consist of subscriptions from the members of the Board of Directors and donations and gifts received in consistence to the objectives of the AICMEU.

19. Special donations may be received by the AICMEU for special projects to special conditions.

SEAL

20. The Board of Directors shall provide a common seal for the purpose of AICMEU.

SERVICE OF NOTICE

21. A notice may be served upon any member of AICMEU personally or by sending it through the post in a prepaid envelope addressed to such member at his registered address.

TIME OF SERVICE

22. And notices served by post, shall be deemed to have been served at the time of the envelope containing the same would be delivered in the ordinary course of post in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed, prepaid and posted.

LENGTH OF NOTICE

23. Whenever in these Articles it is provided that a certain number of days notice of a meeting shall be given, notice of that number of clear days shall be given, that is to say in counting the days, the day on which the notice is received or deemed to be received and the day of the meeting shall be excluded.

AMENDMENT

24. Amendment in the constitution can be made in order to make it more effective and practical by ¾ majority of the Members. However, the aims and objects can only be changed by a unanimous decision of the Members.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of these Articles of Association.