Seal

Government of Pakistan
Ministry of commerce

Licence                                                                                                                   No. 73
Granted under section 3 of the Trade Organizations Ordinance, 1961

            NOW THEREFORE, in pursuance of section 3 of the Trade Organizations Ordinance, 1961 (Ordinance No. XLV of 1961), the Central Government is pleased to grant this licence to the said association and to direct that it be registered under the Companies Act, 1913 (Act No. VII of 1913) as a company with limited liability without the addition of the word “Limited” to its name.

            THIS LICENCE IS GRANTED SUBJECT TO _

Memorandum of Association
Of
Pakistan Sugar Mills Association
Name

4.         The income of the Association would be applied entirely towards the promotion of objects of the Association as set forth, and no portion thereof shall be paid as bonus and dividend to the members, provided all payments made in good faith in respect of remuneration of officers and servants of the Association and all legitimate expenses incurred by Association will be allowed. It would also be permissible to the Association to make payment of interests on sums borrowed by the Association or from any member or the Association or from any other person.

5.         The liability of the members of the Association is limited.

6.         Every member undertakes to contribute to the assets of the Association in the event of the same being wound up during the time he is a member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time he ceased to be a member and the costs, charges and expenses of winding up the same and for the adjustment of the right of the contributories amongst themselves, such amount as may be required not exceeding one hundred rupees.

7.         If upon winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to such institution or institutions having objects similar to the objects of the Association to be determined by the members of the Association at or before the time of dissolution or winding up and in default thereof by the High Courts in Pakistan as may have or acquire jurisdiction in the matter.

8.         Amendments to this Memorandum of Association shall be subject to the approval of the Government and shall also the made when required by the Government in the public interest.

9.         Provisions made in paras 4 and 8 of this Memorandum of Association are conditions on which licence is granted by the Ministry of Commerce, Government of Pakistan, to the Association in pursuance of section 3 of the Trade Organizations Ordinance, 1961 (XLV of 1961).

Index to
Articles of Association
of Pakistan Sugar Mills Association

1. Definition
2. Office
3. Membership                                                                                    
4. Admission Fee & Subscription                                                     
5. Application for Membership                                                                
6. Resignation, removal or expulsion from Membership                                 
7. Restoration of Membership                                                          
8. Rights & Privileges                                                                         
9. Register of Members                                                                      
10. Zonal Offices                                                                                   
11. Committee                                                                                        
12. Powers of the Committee                                                            
13. Meetings of the Committee 
14. Casual Vacancies
15. General Meetings 
16. Powers and responsibilities of top office-bearers
17. Secretary
18. Bank Account   
19. Audit 
20. Ad Hoc Committee
21. Indemnity
22. Seal
23. Amendments
24. Interpretation
25. Amendments, Ministry of Commerce (24.04.97)
26. Application Form 

Definitions

1.         In these Articles unless there is anything inconsistent with the subject or context:

“Articles” mean the Article of Association as altered from time to time by Special Resolution.

“Association” means the Pakistan Sugar Mills Association.

“Committee” means the Executive Committee of the Association for the time being in office, exercising the powers and functions of the Board of Directors under the Ordinance.

“General Meeting” means both an Annual General Meeting and an Extraordinary Meeting.

“Office-bearers” means and include the Chairman, Vice Chairman and Members of the Executive Committee of the Association.

“Ordinance” means Companies Ordinance. 1984, or any modification or re-enactment thereof for the time being in force.

“Office” means the Registered Office for the time being of the Association.

“Ordinary Business” and “Special Business” means the nature and scope of business transacted at the Annual General Meeting and Extraordinary Meeting respectively as laid down hereinafter.

“Register” means the Register of members of Association.

“Sugar Mill” means and connote only such sugar manufacturing concern which has a normal crushing capacity of not less than 600 tons of sugarcane per period of 24 hours, and employs vacuum-pan process in the manufacture of sugar.

“Writing or written” includes printing and lithography and any other mode or modes or representing or reproducing words in a visible form. Words imparting the singular number include the plural number and vice versa. Words imparting persons include firms, corporations and other bodies of persons.

“Year” means the year commencing from the 1st of October to 30th of September.

“Zonal Office” means the office controlled and run by the Zonal Committee.

“Zonal Office-bearers” mean the Zonal Chairman and Members of the Zonal Committee.

            These Articles shall be construed with reference to the provisions of the Ordinance and the terms used in these Articles shall have the same respective meaning except as aforesaid, as they have when used in the Ordinance.

            These Articles shall be interpreted as being supplemental to the Memorandum of Association and be deemed contemporaneous with it.

            2.         The Association is established for the purposes expressed in the Memorandum of Association and extends to all territories of Pakistan. For the purpose of registration, the Association is declared to consist of unlimited number of members.

Office

            3.         The registered Head Office of the Association shall be at Islamabad. Besides the head office, the Association shall have Zonal Offices at such other places as may be considered necessary from time to time.

Membership

            4.         (a)       The members of the Association shall be subscribers to the Memorandum and Articles of Association and those who may hereafter be accepted as members by the Committee of the Association.

                        (b)       Any person, firm, company or corporation owning or controlling a sugar mill, as defined in Article 1, anywhere in Pakistan and agreeing to abide by the Memorandum and Articles of Association and the rules and regulations framed there-under shall be eligible to become a member of the Association.

            Provided that the committee of the Association may by passing a resolution direct that any person, firm, company or corporation owning or controlling sugar mill not having the crushing capacity mentioned in Article 1, shall, subject to such conditions as may be specified in the resolution, be deemed to be eligible to become a member of the Association.

Admission Fee and Subscription

            5.         (a)       Each member shall pay an admission fee of Rs. 150,000.00 and Annual Subscription at the rate of paisa 35 (Thirty-five) per bag (100 kg) of sugar manufactured by him during the last sugarcane crushing season or  Rs. 70,000.00 whichever is more.

                        (b)       Sixty-five percent of the admission fee and the Subscription received by the Zonal Offices, in respect of members registered in the areas covered by them, shall be retained by them and the balance of thirty-five percent shall be remitted to the Head Office of the Association, at the latest within one month of the collection each year.

                        (c)       The membership Subscription shall become due for payment within one month of the closure of Cane Crushing each year. Any member, who does not pay his subscription within one month of the end of the stipulated period or 30th June at the latest to the Zonal Offices, shall be deemed to have been automatically removed from the register of the Association

            Provided that if the default in making the said payment is not willful, the appropriate Zonal Committee may be passing Resolution subject to such condition as may be specified therein condone to delay, whereupon the member who is deemed to have been removed from the register of the Association shall not be deemed to have been so removed.
to delay, whereupon the member who is deemed to have been removed from the register of the Association shall not be deemed to have been so removed.

            6.         (a)       A candidate desirous of becoming member of the Association and willing to abide by the Memorandum and Articles of Association and rules and regulations framed there under shall submit to the Zonal Committee in whose jurisdiction his concern is located, an application in the form prescribed in appendix “A” duly proposed by one member and seconded by another, together with the prescribed admission fee and annual subscription. The Zonal Committee after scrutinizing the application forward it to the Head Office of the Association alongwith its observations or recommendations. Within 10 days of the receipt of such application, the Head Office shall circulate it to the members of the Committee for opinion. The views of majority for the members in support or against the enrolment of the applicant, shall be deemed to be the decision of the Committee.

                        (b)       In case of rejection of an application for enrolment of a member, no further application from the same applicant shall be entertained for a period of one year from the date of such rejection and the admission fee and subscription paid by the applicant shall be refunded. When an application is rejected by majority decision of the Committee, no explanation or reason therefore shall be given for such rejection.

            7.         (a)       Any member may resign from the Association by giving 30 days’ notice in writing to the Committee through the Zonal Committee and upon the expiry of the period of notice he shall cease to be a member. The member who has resigned or whose name has been removed from the register due to non-payment of subscription or other dues of the Association or expelled from the Association shall remain liable to pay all dues to the Association up to the date of resignation, removal or expulsion from the Association.

                        (b)       Any member who has resigned or whose name has been removed from the register or who has been expelled from the Association shall not be entitled to refund of any money paid to the Association.

            8.         (a)       A member shall be liable to be expelled or his rights and privileges with the Association shall be liable to be withdrawn for any of the following reasons by a resolution of the concerned Zonal Committee or the Committee passed by two-third majority of members present in a meeting specially convened for the purpose:
(i)        neglecting or refusing to submit, abide by or carry out any decision of the Zonal Committee or the Committee;
(ii)       Indulging in any unethical business practices in the field of trade, commerce or industry;
(iii)     Intentional violation of the rules and regulations and byelaws of the Association;
(iv)      Non-payment of the dues of the Association.
            Provided  that  a  member  shall not be so expelled unless he has been given an opportunity of explaining his position in writing and/or in person. Provided further that the member so expelled shall have the right to appeal, within one month from the date of expulsion, to the Committee against decision of the Zonal Committee and to the General Body of the Association against the decision of the Committee. Such appeal shall be placed at the next meeting of the Committee or the General Body as the case may be, for its consideration and the decision of the Committee or the General Body on it shall be final.

            (b)        A member shall cease to be member of the Association if he

                        (i)        is found to be of unsound mind by a Court of competent jurisdiction; or

                        (ii)       is adjudged insolvent, or on his applying for relief as an insolvent debtor; or

Restoration of Membership

            9.         The member whose name has been removed from the register due to expulsion, resignation or non payment of dues of the Association shall be eligible for re-enrolment on payment of admission fee afresh and all arrears outstanding against him. Provided that a member expelled from the Association shall not be readmitted before the expiry of year from the date of expulsion.

Rights and Privileges

            10.       Every member shall have one vote and equal rights and privileges provided that, in the case of new members, such member shall have voting rights only after one (1) year standing as a member.
           
            11.       If any member is a firm, company or corporation, only one partner, director or authorized representative of the said firm, company or corporation shall be entitled to act and vote at any meeting on its behalf.

            12.       A member shall be entitled to vote either personally or by proxy or by postal ballot. Provided that no voting by proxy or by postal ballot shall be allowed in the meetings of the Committee or the Zonal Committee.

            13.       (a)       No member shall be entitled to vote at any meeting of the Association unless all moneys due from him on account of subscription or otherwise have been paid to the Association by the due date.

                        (b)       No member who has resigned or ceased to be a member or has been expelled from the Association shall be entitled to attend or vote at any meeting of the Association.

            14.       The Chairman or whosoever be presiding over a meeting shall, in the case of equality of votes, have a second or casting vote.

Register of Members

            15.       (a)       A register containing the names and addresses of all the members of the Association and their authorized representatives, shall be kept at the office of the Association. A similar register shall be kept by each Zonal Office in respect of its members. All changes in the addresses, etc. of the members shall be intimated by them immediately in writing to the Zonal and the Head Office of the Association.

                        (b)       The members shall have the right to inspect the registers and, if they are not satisfied with any entry, they may request for necessary corrections to be made.

Note:-
Clause 16:- be read along attached agreed amendments pages 25-29 dated 24-04-97 covering membership, subscription, accounts & regulations for elections.

            16.       (a)       Each Zonal Office shall be under the charge of the Zonal Committee composed of 1

                                    Zonal Chairman           ..          1
                                    Members                    ..          2
                                                            Total   ..          3

            Provided that if in any zone the strength of members is less than 5, no Zonal Office will be set up in that Zone and its affairs will be looked after by the Head Office of the Association.

                        (b)       The Zonal Committee shall, every alternate year, draw up programmes for the election of Zonal Office-bearers from amongst the members on the register of the Zonal Office.

                        (c)       All the members of the zone shall elect 3 representatives on the Zonal Committee. The representatives so elected shall than elect from among themselves one Zonal Chairman.

                        (d)       The Zonal Committee and the Zonal Chairman shall have a term of two (2) year. Their election shall be held by secret ballot, including postal ballot, and its result shall be announced at the Zonal Annual General meeting every alternate year. Zonal Annual General Meeting shall be held not later than the last day of September.
                        (e)       No member, who has not paid his subscription at the latest by 30th June, shall be eligible to stand, propose or second a candidate for election. Provided that this clauses shall not apply in the case of the first election to be held immediately after the incorporation of the Association. Provided further that this clause shall not apply in the case of a member whose default in payment of subscription having been found not to be willful, has been condoned by the Zonal Committee under provision to clause (c) of Article 5 of the Articles of Association.

                        (f)        A candidate who desires to stand for election must be proposed by one and seconded by another member of the Association.

                        (g)       Two representatives of any one member of the Association shall not be eligible to stand for election at the same time.

                        (h)       No member shall vote for more than the number of seats on the Zonal Committee.

                        (i)        The candidate who receives the largest number of votes shall be deemed to have been elected.

                        (j)        In the event of equality of votes between two or more members, the name of the successful candidate or candidates shall be drawn by lot.

                        (k)       A vacancy of member of the Zonal Committee shall be filled by Co-option. A vacancy of Zonal Chairman not resulting in the vacancy of a member as well shall be filled by election by the Zonal Committee. A vacancy of Zonal Chairman resulting in the vacancy of a member as well shall be filled by election, after the resulting vacancy of a member by co-option, has been filled and the co-opted member shall also be eligible to contest for the office of the Zonal Chairman.

            17.       The Zonal Committee shall have the following powers and functions:

                        (i)        To deal with such problems of the members of the Zone as have a local bearing or concern the local or provincial authorities, whereas matters affecting the members of the Association or the industry as a whole and those concerning the Federal Government shall be dealt with by the Committee, provided that in the event of difference of opinion between the Zonal Committee and the Committee, the views of the former shall not be shut out by the latter while corresponding particularly with the Government;

                        (ii)       To receive applications for admission as member from those who own or control sugar mills within its jurisdiction and to forward the same to the Committee with its remarks and recommendations;

                        (iii)     To expel any member within its jurisdiction from the membership register;

                        (iv)      To receive admission fee and annual subscription from members within its jurisdiction and to forward thirty five (35) percent of the amounts so received to the Head Office of the Association, at the latest within one month of the collection each year.
                        (v)       To defray, subject to availability of funds, traveling expenses incurred by the zonal office-bearers in connection with the meeting of the Zonal Committee and /or Committee of the Association;

                        (vi)      To convene Annual and extra-ordinary General meetings of the members of Zone concerned.

                        (vii)    To arrange for proper audit of the Accounts of the Zonal Office and presentation of the statement of accounts at its Annual General Meeting;

                        (viii)   To correspond with the provincial Government or local authorities or administration or authorities of the Federal Government in the provinces on matters which concern the provinces; provided that the Zonal Committee shall not directly correspond with the Federal Government it shall be progressed by or through the Committee;

                        (ix)      To appoint Zonal Secretary and other staff for the Zonal Office on such terms and conditions of service as may be deemed proper;

                        (x)       To act within the overall jurisdiction and authority of, and to carry out the instructions given from time to time by the Committee; 

                        (xi)      To set up branch offices at such places within the zone concerned as may be considered necessary from time to time and to frame rules and regulations regarding the composition,
functions, etc. of the branch Committees; and generally;

                        (xii)    To enjoy such other powers and to carry out such other duties and functions as laid down in Article 19-provided that scope and application of such powers and functions is confined strictly and exclusively to within the Zone concerned and in no way extends to interests outside the Zone.

Committee

            18.       (a)       The affairs of the Association shall be managed and administered by the Committee composed of as follows; 

                                    Chairman                   1
                                    Vice Chairman           3
                                    Members                   3
                                                TOTAL         7
                       (b)       The office-bearers shall be elected in the manner laid down below:-

                        (i)        The Zonal Chairman shall, ipso facto, be the Vice Chairman of the Association, Provided that if a Zonal Chairman is elected as Chairman of the Association, he shall not ipso facto become the Vice Chairman of the Committee and the new Zonal Chairman elected instead shall ipso facto become the Vice Chairman of the Committee.

                        (ii)       Besides the three Zonal Chairmen having become ipso-facto the Vice-Chairmen of the Committee, each zonal Office shall elect one member separately at the time of its annual election for representation on the Committee or decide that one of the members elected on the Zonal Committee shall as well represent it on the Committee.

                        (iii)     The 3 Zonal Chairmen and 3 members elected by the 3 Zones shall elect from among themselves the Chairman of the Association. Provided that the chairman shall be elected by
rotation from the Zones. Provided further that if any Zonal Chairman is elected as Chairman of the Association he shall be deemed to have automatically resigned from the office of the Zonal Chairman.

                        (iv)      The election of the Chairman shall be held before, and his name as well as those of the Vice-Chairmen and Members of the Committee shall be announced at the Annual General Meeting of the Association.

                        (v)       The Office bearers of the Committee shall have a term of two years. Retiring office-bearers shall be eligible for re-election provided that a retiring person who has served two consecutive full terms shall be ineligible for re-election unless two (2) years have lapsed since he last held office provided further that the Chairman shall be eligible to seek re-election as Chairman after a minimum gap of one (1) year since the expiry of his last term in office.

                        (vi)      The Chairman shall automatically cease to be Chairman of the Association on the expiry of fixed tenure period and shall hand over the charge of his office to the newly elected Chairman or to the Executive Committee of the Association in case elections have not been held.

                       (c)       Subject to Article 16 (b) and (d) and Article 18 (b) (v) and (vi), the office bearers and the Zonal Office-bearers shall retire and the newly elected office bearers and Zonal office-bearers shall take over their respective offices of the Association or Zonal Office, as the case may be, at the Annual General Meeting every alternate year.  

            19.       The Committee shall have the following powers and functions:

                       (i)        to carry out the aims and objects of the Association;

                       (ii)       to make such arrangements as are considered necessary for the election of the new Committee and its Chairman;

                       (iii)     to continue and manage the affairs of the Association until the next properly constituted Committee takes over.

                       (iv)      to look after and manage all property, movable and immovable held by the Association:

                       (v)       to appoint standing Committees or Sub-Committees for any purpose and frame such rules and regulations in this regard as deemed fit;

                       (vi)      to delegate any of its power to any Standing Committee or sub-Committee;

                       (vii)    to appoint whole- time, regularly paid Secretary and other staff considered necessary for efficient functioning of the Association and to frame rules and regulations regarding their terms and conditions of service;

                       (viii)   to keep or cause to be kept by any one or more persons appointed by it, proper books of accounts in which shall be entered true and complete accounts of momentary affairs and transactions of the Association;

                       (ix)      to frame and put into effect rules, regulations and byelaws for the office administration, elections, trade practices, arbitration and all such purposes as are conducive to the promotion of the objects of the Association, and to rescind, and or alter such rules, regulations and bye-laws for the time being in force;

                       (x)       to secure for the Association membership of the Federation of Pakistan Chambers of Commerce and Industry;

                       (xi)      to present the views of the Association on any matter relating to the objects of the Association;

                       (xii)    to convene Annual or Extraordinary General Meetings of the Association;

                       (xiii)   to nominate members to represent the Association on nonpolitical public bodies;

                       (xix)   to raise funds by levying ad hoc subscriptions and donations from the members from time to time for meeting any emergent needs of the Association;

                       (xv)     to defray expenses, subject to availability of funds, of delegates selected and deputed by the Association to represent it at conferences and meetings held in Pakistan or abroad;

                       (xvi)   to expel any member from the Association or re-admit such expelled members either on its own initiative or on the recommendation of the Zonal Committee;

                       (xvii) to commence, institute, prosecute and defend all such actions and/or suits on behalf of the Association as may be deemed necessary expedient and to compromise or submit to arbitration and action, suit or dispute or different

                       (xviii) to deal with matters affecting all the members of the Association or the sugar industry a whole; provided that in the event of difference of opinion with the Zonal Committee, the views of the latter shall not be shut out while corresponding particularly with the government.

                       (xix)   to enquire and look into the affairs of any Zonal Office or Zonal Committee provided that it is reported by two third strength of the members of the zone concerned that it has not been functioning properly, and to take such action as may be decided by the General Meeting of the Association, which shall be convened in that particular zone; and generally.

                       (xx)     to adopt and take such measure, not inconsistent with the Memorandum and Articles of Association and the law for the time being in force, as may be considered necessary from time to time in order to achieve the aims and objects of the Association.

Meetings of the Committee

            20.       The Committee shall meet from time to time at such place as may be considered necessary, and may make such rules and regulations, not inconsistent with the provisions of these Articles, as it may think proper as to the summoning and holding of the meeting and for the transmission of business at such meetings.

            21.       Three members (including the top office-bearers) of the Committee shall form the quorum. If within 30 minutes of the scheduled time of the meeting, the requisite quorum is not formed, the meeting shall stand adjourned to the same day, time and place next week and no quorum shall be necessary for the transaction of business at such adjourned meeting.

            22.       All proposals placed before the Committee shall be decided by a simple majority vote, except as otherwise provided in these Articles.

            23.       The Committee shall cause the proceedings of its meetings to be duly recorded in the minute book kept for the purpose.

            24.       The Chairman, or in his absence the Vice Chairman of the Zone to which the Chairman belongs, or in the absence of both of them one of the other
Vice-Chairman shall preside at the meetings provided that in the absence of all of them the members present may elect any person from among themselves to preside.

            25.       In the event of equality of votes the Chairman or whosoever be presiding over the meeting shall have a second or casting vote.

            26.       No resolution duly passed at a meeting of the Committee, shall be amended, altered or rescinded at a subsequent meeting of the Committee held within 12 months of the date on which such resolution was adopted unless two-third of the total number of Members of the Committee vote for a change and the Agenda containing the proposal had been duly circulated.

Casual Vacancies

            27.       A casual vacancy of member of the Committee shall be filled by co-option from amongst the Members of the Zone to which the outgoing member belonged. A casual vacancy of the Chairman shall be filled by election by the Committee from amongst its existing members and the resulting vacancy of the member shall be filled by co-option. A casual vacancy of the Vice-Chairman shall be filled in accordance with the Provisions of Art 18. Provided that no such vacancies shall be filled under this clause within 90 days of and 270 days after the annual election is held. 

            Explanation the term “ Casual Vacancy” shall include a vacancy occurring for any reason after the announcement of the result of annual election.

            28.       (a)       The official year for the Association shall be from 1st October to 30th September and its election and the Annual General Meeting shall be held within 120 days from the date of incorporation of the Association.

                        (b)       The Annual General Meeting shall transact the following business:-

                        (i)        Confirmation of the minutes of the last General Meeting;
           
                        (ii)       Consideration of the Annual Report of the sitting/retiring Committee;

                        (iii)     Adoption of the audited statements of accounts of the Head Office of the Association;

                        (iv)      Appointment of auditor or auditors;

                        (v)       Announcement of the names of the office-bearers of the new Committee;                            and

                        (vi)      Any other business on the Agenda or which may be allowed to be discussed with the permission of the chair.

            29.       The meetings other than the Annual General Meetings shall be called Extra-ordinary General Meetings and shall be held at any time and such places as the committee may deem convenient for the disposal of the business of the Association.

            30.       An extra-ordinary General Meeting may be held on requisition signed by at least one tenth (1/10) of the total numbers on the register of the Association specifying clearly the business desired to be transacted. The secretary shall, upon the requisition having been so made in writing, convene a General Meeting of the Association and such meetings shall be called within 30 days from the date of receipt of such requisition in the office of the Association, and a notice of such a meeting under the signature of the Secretary shall be circulated among all the members for their information at least 21 days before the date fixed for the meeting.

              31.       If the Secretary does not proceed within 21 days from the date of requisition so made to cause a meeting to be called, the requisitionists or a majority of them may themselves call the meeting, but in either case any meeting so called shall be held within 3 months from the date of requisition. Every meeting so called by the requisitionists shall be called in the same manner, in or as nearly as possible to, which meetings are to be called by the Secretary. Any requisition for an Extra-ordinary General Meetings shall express the object of the meeting and must be signed by the requisitionists and should be sent to the Secretary at the Head Office by Registered post, Acknowledgment due.

            32.       One third of the total strength of the members on the register of the Association or 10 members, whichever number is less present in person shall form a quorum for the Annual or extra-ordinary General meetings and no business shall be transacted in such meetings unless there is a quorum. If no quorum is formed within 30 minutes of the time fixed for the meeting, shall be adjourned to the same day, time and place next week and no quorum shall be necessary for such adjourned meetings.

            33.       At least 21 days’ notice for Annual General Meetings, intended to pass ordinary resolution and at least 21 days’ notice for an Extra Ordinary General Meeting intended to pass special resolution specifying the place, and hour of the meeting shall be given to all members. Accidental omission to send such notices to, or its non receipt by, any member shall not invalidate the proceedings at such meetings.

            34.       Every question submitted to a General Meeting shall be decided by a majority of the members present and voting at such a meeting.

            35.       Notwithstanding any thing contained in Article 34 no special resolution, particularly concerning amendments to the Memorandum and Articles of Association, shall be deemed to have been carried unless it has received the vote of three-fourth majority of members present in person or by proxy and entitled to vote on such resolutions.

            36.       The Chairman may, with the consent of the members, adjourn any meeting from time to time and place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the time from which the adjournment took place.

            37.     All the provisions relating to the General Meetings of the Association as laid down in these Articles shall mutatis mutandis, apply to the General Meetings of the Zonal Office, in so far as they are concerned within the respective zones, subject to the following :-
                            (i)        The annual General Meetings of the Zonal Offices shall by held not later than the last date of September every year.

                            (ii)       Extra-ordinary General Meetings of the Zonal Offices may also be convened on the instructions of the Committee.

            38.       (a)       Chairman:

                        (i)        He shall be the Chief Executive of the Association, and whenever possible shall preside over the General Meetings of the Association and Meetings of the Committee and lead deputations and delegations on matters with which the Committee is concerned.

                        (ii)       He shall have the power to sanction in connection with affairs of the Association any amount not exceeding Rs. 25,000/- at a time prior to consultation with or assent of the Committee and that amount shall be paid from the funds of the Association.

                        (iii)     He shall take votes of the members at meetings and declare the result of counting of votes and in the case of equality of votes he shall have a second or casting vote.

            (b)       Vice-Chairman:

            In the absence of Chairman, the Vice-Chairman of the Zone to which the Chairman belongs, shall perform all the functions of the chairman. In the absence of both of them the Committee may nominate one of the other Vice-Chairmen to perform the functions of the Chairman.

            (c)       Zonal Chairman:

                        Subject to the over-all jurisdiction and authority of the Chairman and the Committee whose instructions it will his duty to carry out the in accordance with these, Articles, the Zonal Chairman shall enjoy the same powers and perform the same function in respect of his zone as those enjoyed by the Chairman in respect of the Association as a whole. 

Secretary

            39.       Subject to the provisions of these Articles, decisions of the Committee and the supervision, control and orders of the Chairman, the Secretary shall perform the following duties:

                        (i)        to carry on and hold charge of all correspondence of the Association;

                        (ii)       to hold charge of all papers and documents, furniture and other properties, movable and immovable, belonging to the Association;

                        (iii)     to issue and give notices of all General Meetings, and meetings of the Committee, Standing Committees/Sub-Committees;

                        (iv)      to keep and maintain accurate minutes of all meetings of the Association, its Committee, Standing Committees and Sub-Committees, and to get them signed by the person who presided over such meetings; 

                        (v)        to prepare the Annual Report of the Association in consultation with the Committee as well as the reports of Standing committees and Sub-Committees of the Association. 

                        (vi)      to circulate amongst the Committee the minutes of its meetings and proceedings of various Standing Committees and Sub-Committees and among the members of the Association the Annual Report, notices and other information intended for circulation;

                        (vii)    to circulate removal, expulsion or registration of any person, firm or company from the membership of the Association;

                        (viii)   to collect all dues of the Association and grant receipts thereof;

                        (xi)      to keep and maintain or cause to be kept and maintained accurate accounts of the Association and of all the funds connected with or in any way controlled by it;

                        (x)       to ensure all payments on behalf of the Association in conformity with the decision of the Committee;

                        (xi)      to countersign all cheques issued on behalf of the Association, which shall be signed by the Chairman or one Member of the Committee duly authorized by the Chairman;

                        (xii)    to incur incidental expenses on any item not exceeding Rs. 2500/- subject to such rules and regulations as may be framed by the Committee.

                        (xiii)   to represent the Association for all purposes whenever action arises before any court of Law in any suit or proceeding instituted  by or against the Association provided that he shall not be competent to compromise any suit or proceeding without the sanction of the Committee;

                        (xiv)   to delegate any or all the functions to any member of the staff of the Association; provided that the Secretary shall remain responsible to the Committee for all acts done on his behalf by such staff;

                        (xv)     to maintain administrative and disciplinary control over all staff of the Association in accordance with the rules and regulations framed in this behalf by the Committee; and

                        (xvi)    to do and perform and acts and deeds that he may expressly be required to do by the Chairman or the Committee and generally all such other deeds as are incidental to his office. 

            40.       The Zonal Secretary shall perform duties similar to those of the Secretary of the Association, subject to the overall supervision, control and order of the Zonal Chairman and the Zonal committee.

Bank Account

            41.       All moneys on account of daily collections and other subscriptions realized by the Association shall be deposited in bank approved by the Committee. Withdrawals shall be made by means of cheques under the joint signatures of the Chairman or Member of the committee duly authorized by the Chairman in this behalf and the Secretary.

Audit

            42.                   (i)        The accounts of the Head Office and the Zonal Office of the Association shall be closed on the 30th June every year and shall be audited separately at least once every year by duly registered auditor or auditors.

                                    (ii)       The statements of accounts of the Zonal Offices duly audited and adopted by the Zonal bodies, shall be appended with the Accounts of the Head Office.

Ad Hoc Committee

Indemnity

            44.       (a)       Every Chairman, Vice-Chairman, Member of the Committee, Secretary and other officer or servant of the Association shall be indemnified by the Association against, and it shall be the duty of the Committee to pay out of the funds of the Association all costs, losses and expenses which such member, office-bearer, Secretary, officer or servant acting in the discharge of his duties in good faith including traveling expenses and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the association and have priority as between the members over all other claims.  

            (b)       No Chairman, Vice-Chairman, Member of the Committee, Secretary or other officer of the Association shall be liable for the act receipts, neglects or defaults of any other members of the Committee or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Committee for or on behalf of the Association or for insufficiency or deficiency of any security in or upon which any monies of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any money, securities or effects shall be deposited or for any other loss, damage or misfortune that may happen in the execution of the duties of his office or in relation thereto unless the same happens through his own dishonesty.  

Seal

            45.       The Committee shall provide a Common Seal for the Association. The seal shall be deposited with the Secretary and shall never be affixed to any document except with the prior authority of the Committee or the Chairman for the time being and at least one other member of the Committee shall sign every instrument to which the Seal is affixed and all such instruments shall be countersigned by the Secretary; provided that any instrument bearing the Seal of the Association and issued for a valuable consideration shall nevertheless be binding on the Association notwithstanding any irregularity touching the authority of the committee to issue the same.

Amendments

            47.       Any dispute or difference of opinion in regard  to interpretation or scope of application of these Articles of Association which cannot be resolved by the Association itself, shall be referred to the Director of Trade Organizations appointed under the Trade organizations Ordinance 1961 (XLV of 1961) and  the ruling given by  the Director shall be binding on the Association, its office-bearers and members.

Note:
             Ministry of Commerce Order No. 5(2)97-to-1 dated 24th April 1997 is attached page 25-29 as amendments in the Memorandum and Articles of the Association, as part of.

Islamabad, the 24th April, 1997.
ORDER

Subject; AGREED AMENDMENTS IN THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALL PAKISTAN ASSOCIATIONS.

APPENDIX “A”
(of Article 6 (a)

            The Zonal Secretary,
            Pakistan Sugar Mulls’ Association,
            Lahore/Karachi/Peshawar

             I/We _____________________________________________________ (Name and Address of applicant) am/are desirous of becoming Members of the Pakistan Sugar Mills’ Association, and agree to pay regularly its annual subscription and also agree to abide by its Memorandum and to pay regularly its annual subscription and also agree to abide by its Memorandum and Articles of Association and the rules, regulations and bye-laws framed thereunder. A sum of Rs  ————————being the prescribed admission fee, together with a sum of Rs. ——————————————being the current year’s subscription, is sent herewith in anticipation of my/our being enrolled as member.

             Name, Address and designation of my/our authorised representative who will represent me/us in the meetings of the Association are given below on the left hand side:

Particulars of representative