Form No. 14
CERTIFICATE OF REGISTRATION
I hereby certify that the “Karnataka State Chartered Accountants’ Association, Bangalore” is this day registered under the Karnataka Societies Registration Act No. III of 1904.
Fee Paid, Rupees Twenty only.
Given under my hands at Bangalore, the Seventh day of December one thousand nine hundred and fifty seven.
For Registrar of Societies in Karnataka
The Registrar of Societies in Karnataka, Bangalore
“As amended on 3-6-83
MEMORANDUM OF ASSOCIATION
- That name of the Association is, KARNATAKA STATE CHARTERED ACCOUNTANTS ASSOCIATION”.
- The Central Office of the Association shall be situated in the city of Bangalore, KARNATAKA STATE
- The objects for which the Association is established are: –
- To encourage friendly feeling and unanimity among the members; and to provide for opportunities for inter- course among the members, for facilities for the reading of papers and the delivery of lectures, for the acquisition and dissemination, by any other mean, of useful information connected with the profession; to promote and foster in commercial circle a higher sense of importance of systematic accounts and to encourage a greater degree of efficiency in those engaged in book-keeping.
- To watch over, promote and protect the mutual interest of members;
- To assist necessitous members, and the dependants of deceased members; to act as treasurers and distributors of any benevolent fund or funds which may be contributed by the members of others for these purposes;
- To provide an organisation for chartered Accountants and generally to consolidate the interests of the profession, and to do all such things, as from time to time may be necessary to elevate the status and advance the interests of the profession;
- To subscribe own, print, publish, edit, possess, patent, distribute or otherwise issue bulletins, leaflets, circulars, journals, periodicals, magazines, news letters, books and/or otherwise disseminate information of professional subjects like Accountancy, Book-keeping and allied subjects of interests to profession, and inform members of notifications circulars, clarifications, interpreparation of statutes by governing bodies.
- To endeavour to bring about statutory legislation in any matter of the betterment of members of profession, students of Accountancy and, also to public.
- To establish an employment bureau and to assist the chartered Accountants in suitable employment;
- To communicate with institute of chartered Accountants of India or any other Association or Institution or Institute public or Government through out India and to take suitable measures for the protection and advancements of the interests of members and students;
- To accept any grants, contributions and/or donations for the Association to acquire and possess properties in the name of the Association.
- To promote, establish, maintain and run educational institutions and academies for the purposes of diffusion of knowledge in all faculties including that of in a the fields of Finance, Taxation, Business Administration, Management, information Systems, Total Quality Management, Economics and other allied faculties of all kinds and descriptions for the benefits of the members of the association and also for the benefit of the general public.
- To arrange, conduct and promote professional development courses on various subjects and faculties of all kinds and descriptions so as to facilitate the members of the association to update their knowledge and also for the benefit of the general public.
- To promote, arrange, conduct or otherwise assist and engage in promoting, arranging and conducting professional courses on various allied subjects and faculties including that of Finance, International Finance, Money and Security Market, Economics, Business Administration, Management, Information Systems, total Quality Management which are of utmost use to the members of the association and other professional accountants in practice and in industry and the general public.
- To establish, setup, build, maintain and run libraries, Reading Rooms, Computer Training Centres, Information Centres, Research Centres, Clubs, Hostel for Students, Residential Quarters for staff and inmates and Administrative and other facilities and the like for the benefit of the members of the association and the persons connected with them, students, staff of the association and of the institutions academies and other organizations setup and established by the association.]1
1Inserted by special resolution passed at the Extraordinary General Meeting held on 9th day of November 1995 and again passed at the General Meeting held on 18th day of December, 1995.
2Inserted by special resolution passed at the Extraordinary General Meeting held on 24th day of March 2004 and again passed at the General Meeting held on 31st July, 2004.
3 [3A.That in the event of winding up or dissolution of the association, the remainder of the corpus, if any, remaining after the payment of all the liabilities shall not be paid or distributed amongst the members of the association and such remainder shall be given, contributed or donated to any other charitable organization or association or institution having the objects similar to that of this association, subject however to the due compliance of any condition that have been or may be imposed by the Commissioner of Income Tax granting recognition to the association under section 80G of the Income Tax Act, 1961 for the time being, in force.] 3
3 Inserted by special resolution passed at the Extraordinary General Meeting held on 24th day of March 2004 and again passed at the General Meeting held on 31st July, 2004.
4. The income and property of the association whensoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum. And no portion thereof shall be paid or transferred, directly or indirectly by way of dividend bonus or otherwise however by way of profits to the members of the Association provided that nothing shall prevent payment of remuneration in good faith to any Officers or Servents of the Association or to any members of the Association or other person in return for any Service actually rendered to the Association.
5. We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association & who form the first executive committee in persurance of this memorandum of Association are appended hereto:
|President||Sri S. Kaliswaran|| 153, Gandhinagar,
|Vice President||Sri D.S. Subramanya||P.B. No. 527, B’lore-2|
|Hon. Secretary & Treasurer||Sri M.R. Rangarathnam|| 126/127, Raja Market
Avenue Road, B’lore-2
|Hon. Joint Secretary||Sri J. Gopalakrishnan|| 2/37, Kashi Viswanatha,
Temple Street, B’lore-2
|Committee Members||Sri K.V. Shanmukhaiah|| Ambika Building Avenue Road,
Bangalore – 2
|Sri H.C. Khincha|| 139, Avenue Road,
|Sri C.B. Venkata Rao|| 39, Gavipuram Extn.,
|Sri K. purnachandra Rao|| Mysore Sugar Co. Bldgs.,
|Sri K. Yugandhara Sreshty|| 121-A, Raja Market,
Avenue Road, B’lore-2
|Sri S. Anantha Rao|| Rukmani Buildings,
|Sri O.R. Pandurangan|| Shanmukhiah & Pandurang
Avenue Road, Bangalore-2
|Sri C.J. Sripadaraj|| Mysore Sugar Co.,
|Sri S. Shantappa||35, N.R. Rd., B’lore-2|
|Sri Mohanlal Khariwal||139, Avenue Rd. B’lore-2|
RULES AND REGULATIONS
The following rules shall come into force with immediate effects from 3-6-1983.
1. JURISDICTION: The Association shall function in the territories comprised in the State of Karnataka.
2. CENTRAL OFFICE: The Central Office of the Association shall be situated in the city of Bangalore, Karnataka State.
3. ELIGIBILITY FOR MEMBERSHIP: Any person who is a member of the Institute of Chartered Accountants of India shall be eligible to become a member of the Association.
4. CLASS OF MEMBERS: 4 [There shall be THREE classes of Members:
a. Ordinary Members
b. Individual Life Members; and
c. Institutional Life Members.] 4
4 Substituted for ‘There shall be two classes of members (a) Ordinary and (b) Life’ by special resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993.
5. 5 [MEMBERSHIP FEE
a. Any individual who is eligible to become a member and who makes an application for membership in the association and pays an Entrance Fee of Rs. 100/- (Rupees One Hundred) and Annual subscription of Rs. 500/- (Rupees Five Hundred) every year, shall be an ordinary Member.
b. (i) Any individual who is eligible to become a member and is a member of ICAI for less than five years and who makes an application for membership in the association and pays an Entrance Fee of Rs. 100/- (Rupees One Hundred) and Life Membership subscription of Rs. 1,000/- (Rupees One Thousand), shall be an Individual Life Member; and
(ii) Any individual who is eligible to become a member and has completed five years from the date of enrollment as member of the ICAI and who makes an application for membership in the association and pays an Entrance Fee of Rs. 200/- (Rupees Two Hundred) and Life Membership subscription of Rs. 2,000/- (Rupees Two Thousand), shall be an Individual Life Member.
c. Any Institution or Association of Persons, which has its Registered Office in the State of Karnataka and has as its objects similar to that of the Association may become a member by paying an Entrance Fee of Rs. 200/- (Rupees Two Hundred) and Life Member subscription of Rs.5,000/- (Rupees Five Thousand), shall be an Institutional Life Member.] 5
5 Substituted for following para by Special Resolution passed at the Extraordinary General Meeting held on 31st day of July, 1998.
(a)Any individual who is eligible to become a member and who makes an application for membership in the association and pays an Entrance Fee of Rs. 50/- (Rupees Fifty) and Annual subscription of Rs. 200/- (Rupees Two Hundred) every year, shall be an Ordinary Member.
(b) Any individual who is eligible to become a member and who makes an application for membership in the association and pays an Entrance Fee of Rs. 50/- (Rupees Fifty) and Life Membership subscription of Rs. 1,000/- (Rupees One Thousand), shall be an Individual Life Member.
(c)Any Institution or Association of Persons which has its Registered Office in the State of Karnataka and has as its objects similar to that of this Association may become a member by paying an Entrance Fee of Rs. 50/- (Rupees Fifty) and Life Member subscription of Rs. 1,500/- (Rupees One Thousand and Five Hundreds), shall be an Institutional Life Member.’
Prior to its amendment the following para was substituted by Special Resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993.
‘(a) Any person eligible to become a member and who makes an application for membership in the Association and pays an entrance fee of Rs. 50/- and annual subscription of Rs. 50/- in the case of a member residing in Bangalore District. Rs. 30/- in the case of others shall be admitted as an ordinary member.
(b) Any Person eligible to become a member, on payment to the Association a sum of Rs. 500/- in one lumpsum be entitled to be admitted as a life member and shall not thereafter be liable to pay the annual subscription provided by the proceeding clause.’
6. APPLICATION FORM: The Application shall be in Form I annexed here to and shall be signed by the applicant. The application shall be forwarded to the Executive Committee. The Executive Committee shall admit the applicant to membership, if the conditions for admission to membership are satisfied.
7. REGISTER OF MEMBERS: The Executive Committee shall maintain a register of the members of the Association.
8. PARTICULARS TO CONTAIN IN REGISTERS: the register of members shall contain the full name, address, place or principal place of office, employment and place or residence of each member, the date of admission to and termination of membership.
9. CHANGES IN PARTICULARS OF REGISTER OF MEMBERS: Every member shall intimate the Executive Committee of all changes in his address and other particulars to be entered in the register relating to him time to time.
10. SUBSCRIPTIONS: The subscription for each year becomes payable before 31st of March every year.
11. DUTIES OF MEMBERS: Every member shall abide by the rules and regulations of the Association in force for the time being.
12. CESSATION OF MEMBERSHIP: Membership shall terminate:- (a) by the voluntary resignation in writing after payment of all dues to the Association; OR (b) by ceasing to be a member of the Institute of Chartered Accountants of India.
13. (a) A member will be deemed to have committed default in payment of annual subscription, if the year’s subscription has not been paid by him within 31st March of every year.
(b) A member in default shall be served with a notice demanding full payment of the arrears due from him. In case of failure to pay the full amount within one month after receipt of such notice the Managing Committee shall be entitled to terminate his membership.
14. RE-ENTRY: Subject to the provisions contained in these rules any person who ceases to be a member may, on application be re-admitted membership provided that where the cessation was made under rule 13, such admission shall not be made unless he has paid all the arrears of subscription due at the time of such cessation.
15. ORDINARY ANNUAL GENERAL MEETING: A General Meeting shall be held at Bangalore once in every year and at such time not being more than six months from the date of the closing of the Accounts of the preceding year. In default of such meeting being so held, it can be called by not less than ten members in accordance with the provisions contained in these presents. The aforesaid general meeting shall be called ‘ORDINARY MEETING’ and all other general meeting shall be called ‘EXTRA ORDINARY GENERAL MEETINGS’.
16. 6 [FUNCTIONS OF THE ORDINARY ANNUAL GENERAL MEETING: The ordinary Annual General Meeting convened in terms of rule 15 shall transact the following business:
a.To consider and adopt the annual report of the executive committee.
b.To consider and to approve the Audited Annual statement of Accounts and the Auditors Report thereon.
c.To appoint the Auditor of the Association.
d.To elect 13 (Thirteen) members to the office of the Executive committee in terms of Rule 26 (a) read with 26 (c) infra.
e.To consider any other business for which a special notice is given by the Executive committee] 6
6 Substituted for following para by Special Resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993
“FUNCTIONS OF THE ORDINARY MEETINGS: The ordinary general meeting shall, every year.
(a)Consider, and adopt the annual report and accounts.
(b) Elect thirteen members to the Executive Committee.”
17. EXTRAORDINARY GENERAL MEETINGS: 7 [An Extraordinary General Meeting May be convened at Bangalore at any time by the Executive Committee or the same shall be convened by them on the requisition in writing signed by not less than 50 (Fifty) members stating the objects for which the meeting is being called by issue of notice within thirty days of the receipt of such requisition and on default such meetings may be convened by the requisitions themselves.] 7
7 Substituted BY SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 31ST DAY OF JULY, 1993 for the words ‘An extraordinary General Meeting may be convened at Bangalore at any time by the Executive Committee and shall be convened by them on the requisition in writing signed by not less than 20 members stating the objects for which the meeting is being called, by issue of notice within ten days of the receipt of such requisition and in default may be convened by the requisitionists themselves’.
18. NOTICE: Fourteen clear days notice at least in the case of ordinary meetings and seven days notice in case of other meetings specifying the place, date and hour and the business of the meeting shall be given to all the members in writing, but in the accidental omission to give notice to or the non receipt of such notice by any member shall not invalidate the proceedings of the meeting at any time.
19. 8 [REGULATIONS IN RESPECT OF CONDUCT OF GENERAL MEETINGS:
a. The quorum for all Ordinary General Meeting and Extra Ordinary General Meeting as may be conducted in terms of Rules 15 and 17 supra shall be 25 (Twenty Five).
b. That in the event the quorum required in terms of sub clause (a) supra is not present at the scheduled time as specified in the notice, the Chairman of the meeting shall have powers to adjourn the meeting until such time but not exceeding one hour from the time specified in the notice issued under Rule 18 supra.
c. In the event the quorum specified under sub-clause (a) supra is not present even on the expiry of the adjourned time as specified by the Chairman of the meeting in terms of sub-clause (b) supra, then the members present at the adjourned meeting not being less than two shall form the quorum of such meeting.
d. That in the event, for any reason, any or all the businesses listed in the agenda of the notice issued under Rule 18 supra could not be transacted at the meeting, then the Chairman of such meeting shall have the powers to adjourn such meetings until such day, time and place as may be specified by the Chairman.] 8
8 Substituted for “QUORUM: The quorum shall be ten for all ordinary meetings 20 for all extraordinary general meetings. No business shall be transacted unless a quorum is present within thirty minutes of the time and the meeting is fixed. If no quorum is present at that time the meeting, if called upon or requisition or by requisitionists shall be dissolved, in any other case, it shall stand adjourned to the same day and hour in the next week and shall be held at the Central Office of the Association. If at the adjourned meeting quorum is not present, the members present shall be a quorum.” by special resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993.
20. CHAIRMAN: The President of the Executive Committee shall preside as Chairman at every General Meeting but if he is not present the Vice-President, of the Executive committee shall preside as Chairman at every such meeting and if both are absent the members present shall elect one of their members to be the Chairman of the said meeting.
21. ADJOURNMENT OF MEETINGS: The Chairman shall with the consent of any meeting adjourn the meeting from time to time, but only for the purpose of completing any business left unfinished at that meeting.
22. QUESTIONS HOW DECIDED: Subject to the provisions of the rule 33 hereof, all questions at general meetings shall be decided by a majority of votes. In case of quality of votes the chairman shall have a casting vote.
23. 9[VOTING POWER:
a. Every member present at the meeting and eligible to vote shall have one vote each.
b. resolution put to vote of the meeting shall be decided on a show of hands or by poll.
c. An entry as to decision in respect of the results of such voting or poll in the minute’s book with signature of the Chairman of the meeting shall be conclusive.] 9
9 Substituted for “VOTING: Every member not in arrears of subscription present in person shall have one vote. A resolution put to the vote of the meeting shall be decided on a show of hands or by ballot and an entry as to the decision in the minutes books with the signature of the Chairman shall be conclusive” by special resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993.
24. MINUTES BOOK: A minutes book shall be kept in which shall be accorded the proceedings of every general meeting duly signed by the chairman of that meeting.
25. MANAGEMENT VESTED IN THE EXECUTIVE COMMITTEE: The Executive Committee subject to the directions of the general meeting shall manage the affairs of the association and the Committee shall have all such powers necessary for or incidental to such management.
26. CONSTITUTION OF THE EXECUTIVE COMMITTEE:
10 [a. The Executive Committee shall consist of 13 (Thirteen) members elected at the Ordinary Annual General Meeting conducted in terms of Regulation 15 supra.
b. The Executive Committee elected and constituted in terms of sub-clause (a) supra shall have the powers to co-opt 2 (Two) Additional Members to the Executive Committee subject, however to the condition that while co-opting such Additional Executive Committee Members, the Executive Committee shall give priority to the members who are residing out side Bangalore.
c. The Executive Committee so constituted in terms of sup-clause (a) and (b) supra shall hold the office for a period of one year.
d. The executive Committee so constituted in terms of sub-clause (a) and (b) supra shall, amongst themselves, elect a President, a Vice President, Secretary, Joint Secretary and a Treasurer.
e. The persons elected to the post of President, Vice President, Secretary, Joint Secretary and a Treasurer shall hold the offices for a period of One Year.
f. The President, Vice President, Secretary, Joint Secretary and a Treasurer elected in terms of sub-clause (e) supra shall have the powers and duties as may be delegated to them by the Executive Committee from time to time.
g. Any member of the Executive Committee who fails to attend FIVE meetings of the Executive Committee consecutively shall cease to hold the office of the Executive Committee.
h. Any casual vacancy caused owing to the death, insolvency, voluntary retirement of the Executive Committee Members shall be filled up by the Executive Committee.] 10
10 Substituted for the following para by special resolution passed at the Extraordinary General Meeting held on 31st day of July, 1993
“(a) The Executive Committee shall consist of 13 members elected at the annual general body meeting under article 16 supra.
(b) The Committee members shall elect among themselves a president, a vice president, a secretary and treasurer and shall have power to co-opt two members.
(c) The members of the Committee shall retire at the ordinary meeting next after their election but shall be eligible for re-election. The retiring office bearers shall however, continue to function until they or their successors are appointed and assume office. The Executive Committee may fill casual vacancies.”
27. A SUB-COMMITTEE: The Executive Committee can constitute Sub-Committee for any specific purpose selecting the members from the members of the Association provided one of the executive committee members shall always be member of such of sub-committee. The Executive Committee may form District Committees to carry on the activities of the Association at Districts.
28. PROCEEDINGS OF THE EXECUTIVE COMMITTEE: The Executive Committee, may meet together for the despatch of business, adjourn or otherwise regulate their meeting as they think fit. The questions arising at any meeting shall be decided by a majority of votes. In case of equality of votes, the Chairman shall have a second or casting vote. The President or in his absence the Vice-President or in his absence of both, any other committee member shall be the chairman of the meetings. The quorum of the meeting shall be five. Minutes shall be kept for every meeting duly signed by the Chairman of that meeting. A resolution determined without any meeting of the Executive Committee and evidenced in writing under the hands of the majority of the members thereof shall be as valid and effectual as a resolution duly passed at a meeting of the executive committee.
29. All Subscription shall be payable to the Secretary / Treasurer of the Association.
11 [29A. POWER TO COSTITUTE COMMITTEES, ETC.
That the Executive Committee of the association is empowered to constitute such Committees, Board of Management, Administrative Body and the like as it may deem fit for the purposes of managing, administering and controlling the affairs and activities of any of the Institutions, Academies, Clubs and organizations that the association may promote, setup, establish or otherwise found and run.
That the Committees or Board of Management or Administrative Bodies as are constituted under sub-clause (a) supra shall, up on their constitution, manage, administer, direct and supervise the affairs of such Institutions, Academies, Clubs and organizations in such manner as they may deem fit, subject however to the rules and regulations as the Executive Committee of the association may form and prescribe from time to time.
That the day to day affairs of such Institutions, Academies, Clubs and other establishments shall be managed and administered by the Resident Directors, Officers, Managers and the like, by whatsoever name they are called and described, appointed either by such Committees, Board of Management, Administrative Body as referred to in sub-clause (a) supra or by the Executive Committee and such Resident Directors, Officers, Managers and the like shall be authorized to do or cause to be done all such acts. Deeds and things as may be required for the purpose, subject however to the direction, control and superintendence of the respective Committees or Board of Management or Administrative Bodies and the like.
That the respective Committees or Board of Management or Administrative Bodies and the like as may be constituted by the Executive Committee under sub-clause (a) supra shall have absolute powers to direct, control and supervise the management of the day to day affairs and activities as such relevant institutions, academies, clubs and organizations subject however to the condition that all matters in respect of acquisition of capital assets and other recurring or non recurring expenditure involving substantial financial implications shall be decided and acted up on by them only with the prior approval of either the Executive Committee of the association or the President of the association with powers to that effect conferred up on him by the Executive Committee.] 11
11 Inserted by Special Resolution passed at the Extraordinary General Meeting held on 9th day of November, 1995.
30. The funds of the Association shall be deposited in Bank Account or accounts, opened in the name of the Association with any scheduled Bank as defined in the Reserve Bank of India Act and shall be operated jointly by the Treasurer either with President or Secretary.
31. The accounts of the Executive Committee shall be maintained by the Treasurer of Association. The accounts maintained by him shall be audited by a Chartered Accountant appointed for the purpose at the annual general meeting.
32. 11 [There shall be maintained all accounts of the association regularly. Every year, the accounts shall be closed by 31st March] 11
11 Substituted for the words “The Official year of the Association shall be the Calendar year” by special resolution passed at the Extraordinary General Meeting held on 31st day of July 1993.
33. These rules shall not be changed except by a resolution of a General Meeting of the members of the Association passed by a majority of not less than three-fourths of the members as are present.
12 [34. The funds of the Association shall be invested in the modes specified under the provisions of section 13 (1) (d) read with section 11(5) of the Income Tax Act, 1961, as amended from time to time.
35. No amendments to the Memorandum of Association or Rules and Regulations shall be made which may prove to be repugnant to the provisions of section 2 (15),11,12 & 13 and 80G of the Income Tax Act, 1961 as amended from time to time. Further no amendment shall be carried out without the prior approval of the Commissioner of Income Tax.] 12
12 Inserted by special resolution passed at the Extraordinary General Meeting held on 24th day of March 2004 and again passed at the General Meeting held on 31st July, 2004.