PCMEA BYLAWS (UPDATED M&AOA) IN PROCESS

              THE COMPANIES ACT, 2017                     MEMORANDUM AND ARTICLES OF ASSOCIATION       OF THE     PAKISTAN CARPET MANUFACTURERS AND EXPORTERS ASSOCIATION      

                    Hassan & Hassan (Advocates) PAAF Building
7 D Kashmir Egerton Road
Lahore     Table of Contents   MEMORANDUM OF ASSOCIATION ………………………………………………………………………… 1 ARTICLES OF ASSOCIATION ………………………………………………………………………………….. 5
  1. PRELIMINARY …………………………………………………………………………………………………….. 5
  2. GENERAL………………………………………………………………………………………………………………. 5
  3. TABLE “A” NOT TO APPLY…………………………………………………………………………………… 5
  4. DEFINITIONS………………………………………………………………………………………………………… 5
  5. MEMBERS…………………………………………………………………………………………………………….. 8
  6. MEMBERS……………………………………………………………………………………………………………… 8
  7. APPLICATION FOR MEMBERSHIP……………………………………………………………………….. 9
  8. RENEWAL OF MEMBERSHIP……………………………………………………………………………….. 9
  9. TERMINATION OF MEMBERSHIP………………………………………………………………………. 10
  10. FUNDS AND SUBSCRIPTION……………………………………………………………………………… 11
  11. REGISTER OF MEMBERS…………………………………………………………………………………….. 11
III. GENERAL MEETINGS……………………………………………………………………………………….. 12
  1. GENERAL MEETINGS……………………………………………………………………………………….. 12
  2. PROCEEDINGS AT GENERAL MEETINGS………………………………………………………… 12
  3. VOTES OF MEMBERS………………………………………………………………………………………… 14
  4. QUORUM……………………………………………………………………………………………………………. 15
  5. EXECUTIVE COMMITTEE…………………………………………………………………………………. 16
  6. EXECUTIVE COMMITTEE…………………………………………………………………………………. 16
  7. THE CHAIRMAN………………………………………………………………………………………………… 18
  8. THE SENIOR VICE CHAIRMAN AND VICE CHAIRMAN…………………………………. 19
  9. EXECUTIVE COMMITTEE MEETINGS………………………………………………………………. 20
  10. CIRCLE COMMITTEE…………………………………………………………………………………………. 21
  11. TERM………………………………………………………………………………………………………………….. 22
  12. ELECTION SCHEDULE………………………………………………………………………………………. 23
  13. ELIGIBILITY TO VOTE………………………………………………………………………………………. 23
  14. APPOINTMENT OF ELECTION COMMISSION………………………………………………….. 24
  15. FUNCTIONS OF ELECTION COMMISSION……………………………………………………….. 24
  16. ELECTION PROCEDURE……………………………………………………………………………………. 24
  17. CONDUCT OF ELECTIONS………………………………………………………………………………… 27
  18. OTHER OFFICERS………………………………………………………………………………………………. 28
  19. EMPLOYEES………………………………………………………………………………………………………. 28
  20. SECRETARY GENERAL…………………………………………………………………………………….. 28
  21. TREASURER………………………………………………………………………………………………………. 29
  22. AUDIT………………………………………………………………………………………………………………… 30
  23. AUDITOR……………………………………………………………………………………………………………. 30
  24. INSPECTION OF BOOKS……………………………………………………………………………………. 30
VII. INDEMNITY……………………………………………………………………………………………………… 30
  1. INDEMNITY……………………………………………………………………………………………………….. 30
VIII. SEALS……………………………………………………………………………………………………………… 31
  1. COMMON SEAL…………………………………………………………………………………………………. 31
  2. OFFICIAL SEAL…………………………………………………………………………………………………. 31
  3. COPES OF MEMORADUM AND ARTICLES……………………………………………………… 31
  4. COPIES OF MEMORANDUM AND ARTICLES………………………………………………….. 31
  5. WINDING UP………………………………………………………………………………………………………. 31
  6. WINDING UP……………………………………………………………………………………………………… 31
  7. DISPUTE RESOLUTION…………………………………………………………………………………….. 32
  8. DISPUTES…………………………………………………………………………………………………………… 32
XII. AMENDMENTS…………………………………………………………………………………………………. 32
  1. AMENDMENTS…………………………………………………………………………………………………… 32
   
Hassan & Hassan (Advocates) 7D Kashmir Egerton Road, Lahore Final Draft[*] 9 December 2021
  MEMORANDUM OF ASSOCIATION   OF   PAKISTAN CARPET MANUFACTURERS AND EXPORTERS ASSOCIATION  
  1. This Association shall be called “Pakistan Carpet Manufacturers and Exporters Association”.
 
  1. (a) The registered office of the Association shall be situated at in the Province of Sindh.
  (b)        The area of operation will cover Pakistan including Gilgit Baltistan and Azad Jammu and Kashmir.  
  1. (a) The principal line of business of the Association  shall be  to provide means for co-operation and for technical assistance to the persons or firms dealing or interested in the weaving, manufacture, sale, import, export or distribution of carpets, rugs, and allied trade and products industries,  to provide a representative body to present the viewpoint of the Carpet Industry, on matters of industrial and commercial interest to the bodies and authorities concerned, national, regional and international, and take necessary steps for the promotion, protection, development, export and sale of these products, to bring to the notice of the Government or any Agency appointed by the Government such difficulties that the members of the Association face from time to time in carrying out this industry and trade, and to assist members in marketing and export of their products by maintaining contact with foreign trade missions, cooperative advertising, collecting trade information about carpets and any other means approved by the Association.
  (b)        Except for the businesses mentioned in sub-clause (d) hereunder, the Association may engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto.   (c)        Notwithstanding anything contained in the foregoing sub-clauses of this clause, nothing contained herein shall be construed as empowering the Association to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business,  managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (d)       It is hereby undertaken that the Association shall not: (i)   engage in any of the business mentioned in sub-clause (c) above or any unlawful operation; (ii)  launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business;   (iii) engage in any of the permissible business unless the requisite approval, permission, consent or license is obtained from competent authority as may be required under any law for the time being in force.
  1. The income and property of association whenever derived shall be applied solely towards the promotion of the objects of the Association as set forth in the Memorandum of Association and no portion where of shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to persons who at any time are or have been members of the association or to any of them or to any person claiming through them provided that nothing herein contained shall prevent payment in good faith remuneration or allowances to any officer or servant of the Association, or to any members thereof or other persons in return for any service actually rendered to the Association, or the payment of interest on money, borrowed from any person or any member of the Association.
 
  1. The liability of members is limited but if any member of the Association pays or receives any dividend, bonus or other profit in contravention of the fourth paragraph his liability shall be unlimited.
 
  1. Every member of the Association undertake to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member, or within one year afterwards for payments of the debts and liabilities of the Association contracted before the time at which he ceases to be a member and of the cost, 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 Rs. 1,000.00.
 
  1. If upon the winding up or dissolution of this Association there remains, after the satisfaction of all its debts and liabilities and property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other Institution or institutions having objects similar to the objects of the Association or to be determined by the members of the Association at or before the time of dissolution of the association and in default thereof by such judge of the highest Law Court of the Province as may have or acquire jurisdiction in the matter.
 
  1. No addition, alteration and amendments shall be made in the Memorandum of Association or in the regulations contained in the Articles of Association for the time being inforce unless the same shall have been previously submitted to and approved by the Government.
We, the several persons whose names and addresses are subscribed hereto are desirous of the being formed into an Association in pursuance of this Memorandum of Association.  
Address and Description of Subscriber Signature and Designation Witnesses
1.      Bokhara Palace Elphinstone Street Karachi Sh. Wazir Mohammad   Partner    
2.      Allied Mercantile Syndicate Motan Building Bunder Road Karachi Mirza Mohammad Afzal   Proprietor  
3.      Oriental Carpet Industries Landi Karachi Sh. Manzoor Ahmad   Partner
4.      Commerce Centre, 52 Mohatta Building, Bunder Road Karachi Zakir Mashhadi   Proprietor
5.      Hanifsons & Co. 22 Mohatta House, Bunder Road Karachi A. Hanif   Proprietor
6.      Sultan Ahmad & Co. Chartered Bank Chambers McLeod Road Karachi Sultan Ahmad   Proprietor
7.      DEENS (Karachi) Dunolly Road Karachi Saifuddin   Partner
8.      Eastern Art Industries Gandhi Garden Karachi Khalilur Rehman   Proprietor
9.      Kabul & Kashmere Stores Victoria Road Karachi Yousuf Khan   Partner
10.  Pak Carpets Factory Dundas Street Karachi Saadat Gul   Proprietor
  Karachi, dated the 9th day of June 1960   Witness ________________             ARTICLES OF ASSOCIATION   OF   PAKISTAN CARPET MANUFACTURERS AND EXPORTS ASSOCIATION

  1. PRELIMINARY
 
  1. GENERAL
  (1) The Rules and Regulations for the management of the Association and for observance by the Members thereof and their representatives shall, subject to any amendments that may be made thereafter, be those contained in the Articles.   (2) The Association is established for the purposes expressed in the Memorandum of Association.  
  1. TABLE “A” NOT TO APPLY
  The regulations of Table “A” contained in the First Schedule to the Companies Actshall not apply to the Association except as reproduced herein or as required by law.  
  1. DEFINITIONS
  In these Articles, unless there be something in the subject or context inconsistent therewith, the following words and expressions shall have the following meanings:   (1) “Articles” means these Articles as originally framed or, as from time to time altered in accordance with law;   (2) “Associate member” means a member of a trade organization which is not a body corporate or a multinational or a sales tax registered manufacturing concern or a sales-tax-registered business concern having annual turn-over of Rs. 50 million or above;   (3) “Association” means the Pakistan Carpet Manufacturers and Exporters Association;   (4) “Circles” mean the Northern Circle and Southern Circle collectively;   (5) “Circle Committee” means a Committee of the Association elected by the Members from a particular Circle Office;   (6) “Circle Office” means the office controlled and run by a Circle Committee;   (7) “Circle Secretary” means the secretary of the Circles who shall be a whole-time paid employee of the Association;   (8) “Companies Act” means the Companies Act, 2017, or any modification or re-enactment thereof for the time being in force;   (9) “Corporate member” means a member of a trade organization which is either a body corporate or a multinational corporation with its head office or branch office in Pakistan or a sales-tax registered manufacturing concern or a sales-tax-registered business concern having annual turn-over of Rs. 50 million or above;   (10) “Director General” means the Director General of the Trade Organisations appointed by the Federal Government and includes an officer empowered by the Federal Government to perform the functions of the Director General under the Trade Act;   (11) “Electronic” includes electrical, digital, magnetic, optical, bio-metric, electro-chemical, wireless or electromagnetic technology;   (12) “Executive Committee” means the Executive Committee of the Association constituted under Article 14;   (13) “General Body” of the Association means the Members of the Association;   (14) “General Meeting” means a General Meeting of the Members, including Annual General Meeting and Extraordinary General Meeting as defined in the Articles;   (15) “Head Office” means the registered office of the Association;   (16) “Indirect Exporter” includes the vendors, contractors and suppliers involved in the business of manufacturing and exports of carpets either through mini-carpet manufacturing units or through other means, as determined by the Executive Committee;   (17) “In Person” includes attendance and/or voting at an Executive Committee meeting or a General Meeting, personally or by video or telephone-conference or other facility whereby all the participants of the meeting can hear and/or see each other, unless expressly stated otherwise by the members of the Executive Committee or the members of the Association;   (18) “Memorandum” means the Memorandum of Association of the Association;   (19) “Northern Circle” means Lahore Circle office of the Association. The area of operation for Northern Circle shall be the provinces of the Punjab and the Khyber Pakhtunkhwa the capital territory, Gilgit Baltistan, and Azad Kashmir;   (20) “Office-bearers” mean and include the Chairman, Senior Vice Chairman, or the Vice Chairman   (21) “Plan of activities” means a list of proposed activities, expected financial expenditures and outcome and intended goals for the trade organization as provided in Rule 23 of the Trade Rules;     (22) “Register” means the Register of Members of the Association kept in pursuance of Section 119 of the Companies Act;   (23) “Seal” means the common or official seal of the Association;   (24)  “Secretary” means the Secretary General of the Association, appointed by the Association under Article 27;   (25) “Sign” and “Signed”, unless otherwise provided in these Articles, include respectively, lithography, printing, facsimile, “advanced electronic signature” which is capable of establishing the authenticity and integrity of an Electronic document, as per applicable law, and names impressed with an India-rubber or other kind of stamp;   (26) “Southern Circle” means Karachi Circle office of the Association. The areas of operation for southern Circle shall be the provinces of the Sindh and the Balochistan;   (27) “Term” means the tenure of the Office-bearers of the Association as defined in Article 19;   (28) “Trade Act” means the Trade Organisations Act, 2013, or any modification or re-enactment thereof for the time being in force;   (29) “Trade Rules” means the Trade Organisations Rules, 2013, or any modification or re-enactment thereof for the time being in force;   (30) “Treasurer” means the Treasurer of the Association appointed by the Association under Article 28;   (31)  “Woman Entrepreneur” means a sole proprietorship where the proprietor is a female; or a partnership, where the majority partners are female(s); or an association of any kind where the majority of the persons forming the association are female; or a company where the majority shares are held by female(s).   (32) “Writing” or “Written” includes printing, typewriting, or lithography or Electronic transmission, including but not limited to, facsimile, telex and Electronic mail or any other mechanical or Electronic processes, as prescribed by the applicable law, or partly one and partly the other;   (33) Words importing singular number shall include plural number and vice versa;   (34) Words importing masculine gender shall include feminine gender and vice versa;   (35) “Year” means year beginning on the first day of July and ending on the thirtieth day of June;   (36) Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, telex, telegram, lithography, photography and other modes of representing or reproducing words in a visible form;   (37) The head notes are inserted for convenience and shall not affect the construction of these Articles; and   (38) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies Act at the date on which these Articles become binding on the Association.  
  1. MEMBERS
 
  1. MEMBERS
  (1) In accordance with Rule 3(2)(d) of the Trade Rules, for the purpose of grant of license, the Association is declared to consist of not less than one hundred (100) Members. The signatories to the Memorandum and those who are admitted for membership by the Association, from time to time, shall be the Members of the Association.   (2) The Executive Committee may, when they think fit, register an increase of the Members.   (3) Membership of the Association will be open to any individual or business concern in accordance with Rule 11 of the Trade Rules and any individual or business concern shall be eligible for grant or renewal of membership of the Association if such entity meets the following conditions, namely:   (a)  the prospective member is a sole proprietorship or a partnership firm or an association of persons or a company holding CNIC, national  tax number and sales tax registration, if applicable, in the name of the business concern; and   (b) the prospective member’s business fits within the defined business scope or area of jurisdiction of the Association  as provided in the Memorandum and the Articles; and   (c) the application for grant of membership has been proposed and seconded by two (2)  existing Members of the Association; and   (d) the prospective member has no criminal conviction; and   (e) the prospective member has a valid CNIC, national tax number and sales tax registration, if applicable.   (4) The Executive Committee may establish any classes of membership upon such terms and conditions as it may deem fit.   (5) For avoidance of doubt, all members of the Association, individual or sole proprietorships, must be nationals of Pakistan. In case of a partnership firm or association of persons or a company, each of these should be established, registered or incorporated under the laws of Pakistan. In the determination of nationality, the Executive Committee may require and the applicant shall provide documentary evidence prior to 1975 as proof of nationality or original certificate of grant of nationality of Pakistan by the Government of Pakistan.  
  1. APPLICATION FOR MEMBERSHIP
  (1) The Members of the Association shall be admitted and shall continue to be the Members at the sole discretion of the Executive Committee on such terms and conditions, including as to payment of any fees, as the Executive Committee may from time to time decide.   (2) Subject to the preceding Article, an applicant desirous of becoming a Member of the Association shall submit to the Executive Committee his or their nomination duly proposed and seconded by two (2) Members of the Association. On the Executive Committee’s accepting his or their nominations in conformity with the Articles, he or they shall be considered duly enrolled as a Member. The Executive Committee shall have power to reject any application for membership without assigning any reason therefor. The party whose application has so been rejected shall have a right to appeal to the General Body of the Association.   (3) Notwithstanding Article 5(2), the signatories of the Memorandum and the Articles shall be Members without election subject to their compliance with the requirement relating to the payment of the subscriptions set out herein.   (4) Except as thereafter provided, a firm shall not cease to be a Member by reason only of change, in the constitution of the firm occasioned by the admission, retirement or death of a partner provided the business of the firm is continued in the conventional name in which such firm was elected as a Member.  
  1. RENEWAL OF MEMBERSHIP
  (1) The membership of the Association shall be for a period of one (1) year and shall expire on the 31st day of March every Year irrespective of the date of grant of membership.   (2) The membership will be renewable on annual basis upon payment of an annual subscription fee within the time stipulated in the Articles which shall not be later than 31st of March of each Year alongwith a proof of filing of return of income under the Income Tax ordinance, 1979 for the latest preceding assessment year.  
  1. TERMINATION OF MEMBERSHIP
  (1) In the case of a sole proprietorship, the death of the sole proprietor shall terminate his membership, but in case of firms, association of persons, companies or other corporations, death of any partner or member therein shall not terminate the membership of such entity which shall be deemed to continue so long as the other member of the association, firm, company or corporation continue being in business in the same name.   (2) A Member shall cease to be a Member of the Association:  
  • In case of an individual when he is an undischarged solvent or if he is adjudged by a competent court to be of unsound mind or if he is convicted of an offence involving moral turpitude;
 
  • In case of firm when it is dissolved or adjudged insolvent or the partners are convicted of an offence involving moral turpitude;
 
  • A member, individual, association of person, firm or company, will cease to be a member of the Association on their conviction for corruption, fraud or embezzlement or similar offences by a court of competent jurisdiction and the confirmation of such conviction in appeal;
 
  • In case of company if it is wound up;
 
  • When a Member fails to discharge his annual subscription in time and does not pay it no later than 31st of March of each Year. However, the Executive Committee shall have power to extend the time if found necessary; and
 
  • When a Member disregards or disobeys a decision of the Executive Committee and continues to do so after fourteen (14) days of notice in Writing by the Association.
  (3) Any Member may withdraw from the Association by giving one (1) month’s notice in Writing to the Secretary of his intention to do so; upon the expiry of such notice the Member shall cease to be the Member of the Association.   (4) Any Member who shall by any means cease to be a Member shall remain liable for and shall pay to the Association, all monies which at the time of such Member ceasing to be the Member may be due from such Member to the Association.   (5) A member who ceases to be a member may seek re-admission to the Association after three (3) years of such cession.    
  1. FUNDS AND SUBSCRIPTION
  (1) The funds of the Association shall be derived as under:   (a)      Admission fee.                                         Rs.10,000   (b)     Annual Subscriptions:   (i) Associate                                              Rs.   5,000 (ii) Corporate                                            Rs. 10,000   (c)      Donations, if any.   (d)     Proceeds from sales of publications, if any.   (2) The funds of the Association shall be deposited in a scheduled Bank and such part thereof as shall not be required for current expenses may at the direction of the Executive Committee be invested in securities. Such securities shall not be sold or dealt with except at the direction of the Executive Committee. The account in the bank shall be operated upon the cheques signed by the Chairman or his nominee(s) appointed in this regard and countersigned by the Treasurer and the Secretary.   (3) The funds of the Circles shall be deposited in a scheduled Bank and such part thereof as shall not be required for current expenses may at the direction of the Circle Committee be invested in securities. Such securities shall not be sold or dealt with except at the direction of the Circle Committee. The account in the bank shall be operated upon the cheques signed by the Vice-Chairman or his nominee(s) appointed in this regard and countersigned by the treasurer and the Circle Secretary.  
  1. REGISTER OF MEMBERS
  (1) The Register containing the names and addresses of all the Members of the Association and their authorised representatives if any, shall be kept at the registered office of the Association. Another register shall also be kept by each Circle Office in respect of the Members of the Association in the Circle concerned.   (2)  All changes in addresses or other particulars of the Members shall be intimated by them immediately in Writing to the Secretary, as also to the Circle Office concerned, and the Members shall have the right to inspect the registers maintained as mentioned in Article 9(1) above and suggest corrections, if any.  

III. GENERAL MEETINGS

 

10. GENERAL MEETINGS

  (1) A General Meeting to be called Annual General Meeting shall be held in accordance with the provisions of Section 132 within sixteen (16) Months from the date of incorporation of the Association and thereafter once at least in every Year, within a period of one hundred and twenty (120) days following the close of the Year of the Association, provided that the Association may, for any special reason and with permission of the Registrar, extend the time within which such Annual General Meeting shall be held by a period not exceeding thirty (30) days.   (2) At the Annual General Meeting, the Chairman shall submit a report on the working of the Association for the previous Year, together with a statement of accounts drawn up and certified by the auditors of the Association. The Annual General Meeting shall consider and approve the annual accounts, balance sheets of the Association, and also elect the Executive Committee and appoint and fix the remuneration of the auditors.   (3) All General Meetings of the Association other than the Annual General Meeting shall be called Extraordinary General Meetings. The Executive Committee may, whenever it thinks fit, call an Extra-ordinary General Meeting, and Extra-ordinary General Meetings shall also be called on such requisition, or in default, may be called by such requisitionists, as provided by Section 133. If at any time there are not within Pakistan sufficient members of the Executive Committee capable of acting to form a quorum, any member of the Executive Committee may call an Extra-ordinary General Meeting in the same manner as nearly as possible as that in which meetings may be called by the Executive Committee.  

11. PROCEEDINGS AT GENERAL MEETINGS

  (1)  Twenty-one (21) days notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business, shall be given in the manner provided by the Companies Act for the General Meeting, to such persons as are, under the Companies Act or the Articles, entitled to receive such notices from the Association. The non-receipt of a notice convening a General Meeting by any Member shall not invalidate the proceedings at any such meeting. Any notice sent by post under postal certificate shall be deemed to have been served as would a notice served personally.   (2) Not less than twenty-one (21) days’ notice at least, in the manner laid down in Section 132(3), of every General Meeting and by whomsoever called, specifying the place, day and hour of the meeting and with a statement of the business to be transacted at the meeting shall be given to the Members.   (3) Where it is proposed to pass a Special Resolution not less than twenty-one (21) days’ notice, specifying the intention to propose the resolution as a Special Resolution and specifying the date, place and hour of meeting and the nature of the business shall be given.   (4) The Association may waive the notice period for a General Meeting in accordance with Section 2(1)(66) or, in the case of an emergency affecting the business of the Association , hold, an Extra-ordinary General Meeting at such shorter notice as may be specified, if all the Members entitled to attend and vote at such Extra-ordinary General Meeting so agree, in accordance with Section 133(8).   (5) The accidental omission to give any such notice to or the non-receipt of any such notice by any of the Members shall not invalidate the proceedings at any General Meeting.   (6) The Association may provide video conference facility to its Members at places other than the town in which General Meeting is taking place after considering the geographical dispersal of its Members, subject to the condition that atleast ten (10) Members collectively residing at a geographical location provide their consent to participate in the General Meeting through video conference at least ten (10) days prior to the date of General Meeting. The Association shall arrange video conference facility in that city subject to availability of such facility in that city. The Association shall intimate to Members regarding venue of video conference facility at least five (5) days before the date of General Meeting along with complete information necessary to enable them to access such facility.   () The Chairman shall preside over every General Meeting of the Association, but, if at any meeting, he is not present personally within fifteen (15) minutes after the time appointed for holding such meeting, or is unwilling to act as Chairman, any one (1) of the members of the Executive Committee present personally shall be elected as the Chairman and, if none of the members of the Executive Committee are present or willing to act as the Chairman, the Members present personally shall choose one (1) of their number to be the Chairman of such meeting.   (8) All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheet and the reports of the Executive Committee and auditors, the election of the Executive Committee and the appointment and fixation of remuneration of the auditors of the Association.   (9) At any General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Association shall be conclusive evidence of the fact, without proof, of the number or proportion of the votes recorded in favour of, or against, that resolution.   (10) A poll may be demanded by any two (2) or more Members. If a poll is duly demanded, it shall be taken by secret ballot and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.   (11) A poll demanded on the election of Chairman or on a question of adjournment shall be taken at once.   (12) Subject to the requirements of the Companies Act and Article 11(13), all decisions at General Meetings shall be taken by a simple majority of the Members present and voting and, in the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall have and exercise a second or casting vote.   (13) The following decisions of the Members in General Meeting shall require a three-fourth (3/4) majority of the Members present and voting:   (a) Rescission, alteration or modification of the Memorandum or Articles or for any addition thereto or for waiver of compliance with any of them;   (b)  Appointment of auditors; and   (c)   Sale disposal or transfer of all or substantial assets of the Association.   (14) Except for the businesses specified under Section 134(2) to be conducted in the Annual General Meeting, the Members may pass a resolution (ordinary or Special) by circulation Signed by all the Members for the time being entitled to receive notice of a meeting. The resolution by circulation shall be deemed to be passed on the date of signing by the last of the signatory Member to such resolution.  
  1. VOTES OF MEMBERS
 
  • Every Member, present personally shall have one (1) vote.
 
  • No Member shall be entitled to be present or to vote on any question either personally at any General Meeting, or upon a poll, or to be reckoned in a quorum, whilst any sum shall be due and payable to the Association by such Member.
 
  • On a poll, votes may be given either personally or through video link or postal ballot.
    (4) No objection shall be raised to the qualification of any voter except at a meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.  
  1. QUORUM
  (1) Five (5) Members present In Person who represent not less than twenty five per cent (25%) of the total voting power shall be a quorum for a General Meeting, and no business shall be transacted at a General Meeting unless the quorum requisite be present at the commencement of such meeting. A company being a Member and present by a representative duly appointed in pursuance of Section 138, shall be deemed to be a Member present personally for the purpose of this Article.   (2)  If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if called upon the requisition of the Members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present personally, being not less than two (2), shall be a quorum.   (3)  The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.   (4) Any seats lying vacant shall not be counted towards determination of quorum.  

IV. EXECUTIVE COMMITTEE

 
  1. EXECUTIVE COMMITTEE
  (1)  The affairs of the Association shall be managed and administered by the Executive Committee elected by the General Body of the Association from amongst the Members consisting of:   (a) Twelve (12) Members from each Circle;     (b) At least fifty (50) percent of the members of Executive Committee shall be from the corporate class.   (c) The electorate college for such class of members of Executive Committee shall be the members of General Body from the respective class.     (d) The immediate former Chairman shall be an ex-officio member with no voting rights.   (2) In addition to the number of seats in Article 14(1) there shall be two (2) seats reserved for Women Entrepreneurs, one (1) from each Circle, elected by the Executive Committee.   (3) If any seat reserved for any of the stipulated categories remains vacant, it shall not be filled with members from other category:   Provided that any seats remaining vacant in any categories shall not be counted towards determination of quorum.   (4) There shall be rotation of office of President and, as the case may be, the Chairman, between the Circles.       (5) The office bearers of the Association shall be elected by the Executive Committee from amongst its members.   (6) The Terms of all the elected office bearers shall be one (1) year.   (7) The Term of members of the Executive Committee shall be two (2) years provided that fifty (50) percent members of Executive Committee shall retire every year;       (8) On completion of their Terms, the office bearers and members of the Executive Committee shall not be eligible to contest election or co-option in any representative capacity for the following Term.   (9) The Executive Committee shall elect a Chairman from amongst its members.   (10) If a vacancy is caused in the Executive Committee, by disqualification and/or resignation, the vacancy shall be filled in by the Executive Committee for the remaining period of the Term through cooption of a member of the concerned Circle, which the member so retired represented. The person so appointed shall, on the expiry of the Term, be eligible for re-election and the restrictions in Article 14(8) shall not apply in this case.  
  1. THE CHAIRMAN
  (1) The Chairman shall have the executive powers to run, superintend and effectuate the day-to-day operations, administration and general management of the Association, take steps for the implementation of the decisions of the Executive Committee, enforce these Articles and exercise such other powers, functions and authority as may be delegated or entrusted on him by the Executive Committee from time to time.   (2) The Chairman shall be responsible for maintaining cordial relations between the Circles for the smooth functioning of the affairs of the Association. Any dispute arising in a Circle, which remains unsolved by Circle Committee, shall be referred to the Chairman who in consultation with the Members of the Circle Committee concerned or the Members of the Executive Committee shall give his decision, which shall be final.   (3) The Chairman shall also have the powers in the matters, which concern the disciplining the Members activities under these Articles and other applicable laws.   (4) The Chairman shall be the authorized representative of the Association for the office of Director General of Trade Organizations, business forums both within and outside Pakistan, other governmental agencies and authorities, institutions, general public and outsiders on all matters and affairs of the Association.   (5) The Chairman shall, in consultation with the Executive Committee, take steps for the involvement and betterment of the Indirect Exporters.   (6) The Chairman may delegate his powers to the Senior Vice Chairman, Vice Chairman or any of the Members from time to time as he may deems fit.   (7) A motion of no confidence can be tabled against the Chairman if found mis-appropriating the funds and or acting against the interest of the Association or having been convicted for any offence under the laws of Pakistan, or abusing his powers, or having lost the trust of the Executive Committee provided that at least thirteen (13) Members of the Executive Committee give a written notice of fifteen (15) days to the Secretary who shall convene a meeting of the Executive Committee in this regard. At the meeting where the voting on the motion is to take place, the Chairman shall be given an opportunity to address the Executive Committee so as to defend himself. The voting shall take place through secret ballot and the Secretary shall monitor the process. The motion shall be carried by a three fourth (3/4) majority of the Executive Committee Members, and if so passed, the Chairman shall immediately cease to hold his office and the Executive Committee shall elect by a simple majority any of its Members, other than the Senior Vice Chairman or the Vice Chairman, as the new Chairman.  
  1. THE SENIOR VICE CHAIRMAN AND VICE CHAIRMAN
  (1) The Members shall, each year, hold elections and appoint a Senior Vice Chairman and a Vice Chairman, from different Circles in rotation, with such powers and responsibilities as they may deem fit including those provided in these Articles.   (2) The Senior Vice Chairman, Vice Chairman shall be responsible for maintaining cordial relation between the Members of Circle Committee for the smooth functioning of the affairs of the Circle concerned. He shall also be responsible for dealing with others matters of the Circle concerned and shall preside over the meetings of the Circle Committee.   (3) In the absence of the Chairman, the Senior Vice Chairman or, in his absence, the Vice Chairman  shall preside over the meetings of the Executive Committee and shall perform such duties as may be incidental to the office of the Chairman. He shall, however, refrain from taking any policy decision or convening the Annual General Meeting, unless specifically authorized by the Chairman in writing.   (4) The Senior Vice Chairman, Vice Chairman shall have the executive powers to run, superintend and effectuate the day-to-day operations, administration and general management of the Circle concerned, take steps for the implementation of the decisions of the Circle Committee, enforce these Articles and exercise such other powers, functions and authority as may be delegated or entrusted on him by the Circle Committee from time to time.   (5) A motion of no confidence can be tabled against the Senior Vice Chairman or the Vice Chairman if found mis-appropriating the funds and or acting against the interest of the Association or having been convicted for any offence under the laws of Pakistan or abusing his powers, or having lost the trust of the Circle Committee provided that the simple majority of the members of the Circle Committee give a written notice of fifteen (15) days to the Circle Secretary who shall convene a meeting of the Circle Committee in this regard. At the meeting where the voting on the motion is to take place, the Senior Vice Chairman or the Vice Chairman shall be given an opportunity to address the members of the Circle Committee so as to defend himself. The voting shall take place through secret ballot and the Circle Secretary shall monitor the process. The motion shall be carried by a three fourth (3/4) majority of the members of the Circle Committee, and if so passed, the Senior Vice Chairman or the Vice Chairman, as the case may be, shall immediately cease to hold his office and the Circle Committee shall elect by a simple majority any of its members, as the new Senior Vice Chairman or the Vice Chairman, as the case may be.  
  1. EXECUTIVE COMMITTEE MEETINGS
  (1) The Executive Committee may, whenever it thinks fit, call an Extraordinary General Meeting. The Extraordinary General Meetings shall also be called by the Executive Committee on the requisition of the Members representing one-tenth (1/10) of the total number of the Members on the date of deposit of the requisition, provided that if the Executive Committee does not call such a meeting within twenty-one (21) days of the requisition, the requisitionists may proceed to call the meeting themselves within three (3) months of the date of deposit of the requisition, in accordance with the provisions of the Articles.   (2) The Executive Committee shall meet at such times and places, as it may deem advisable and may make such regulations as to the summoning and holding of its meetings and for the transaction of business at such meetings as it may deem proper and the record of proceedings of its meetings shall be open to the inspection of the Members subject to the regulations as the Executive Committee may, from time to time, deem expedient to make.   (3) The quorum of the Executive Committee/Circle Committee meeting shall be six (6) members of the Executive Committee/Circle Committee but in case of an adjourned meeting, no quorum shall be required.   (4) The Executive Committee at a meeting, at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Executive Committee generally.   (5) Save as otherwise expressly provided in the Act, every question at meetings of the Executive Committee shall be determined by a majority of votes of the Executive Committee present In Person or through video-link, each member of the Executive Committee having one vote. In case of an equality of votes or tie, the Chairman shall have a second and casting vote.   (6) Seven(7) days notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) shall he given for a meeting of Executive Committee, provided that, if all the Executive Committees entitled to attend and vote at any such meeting so agree, in Writing, a meeting may be held of which less than seven (7) days notice has been given.. The notice sent to a Executive Committee through email whether such Director is in Pakistan or outside Pakistan shall be a valid notice.   (7) A copy of the draft minutes of meeting of the Executive Committee shall be furnished to every member of the Executive Committee within fourteen (14) working days of the date of meeting.   (8) The Chairman shall preside at all meetings of the Executive Committee and lead all deputations but, if at any meeting, he is not present In Person within fifteen (15) minutes after the time appointed for the meeting, or is unwilling to act as Chairman, the Senior Vice Chairman/Vice-Chairman by rotation shall preside over the General Meeting as well as the Executive Committee meetings of the Association. In the absence of the Chairman and the Senior Vice Chairman/Vice-Chairman, the Members present at a meeting shall elect one of their members to act as Chairman of the meeting.   (9) The Chairman as and when he shall deem proper, communicate to the Association or to the Executive Committee such matters and such suggestions as may, in his opinion tend to promote the interest and welfare and increase the usefulness of the Association.  Meetings in respect of all such matters shall be convened within twenty one (21) days on receipt of such suggestions from the Chairman.   (10) If any member of the Executive Committee or the Circle Committee does not attend three (3) consecutive meetings or all meetings of the Executive Committee/Circle Committee for a continuous period of three (3) months whichever is longer, without written leave of absence from the respective committee, his office will be declared vacant and he shall thereupon cease to be a member of such committee.   (11) A resolution in Writing which is circulated through telex, telegram, facsimile or any other form of electronic transmission to all of the members of the Executive Committee and Signed and affirmed by all the members of the Executive Committee for the time being entitled to receive notice of a meeting, shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held.   (12) The Executive Committee may determine to hold a meeting through audio or video conferencing or any other technology whereby all the members of the Executive Committee can, simultaneously, communicate to and with each other. Where meetings of the Executive Committee are held through audio or video conferencing, the Secretary shall secure the audio and video recordings of such proceedings and shall be responsible for the safe custody of the recordings, which shall be kept together with other records of the Executive Committee meetings.   (13) The Executive Committee may establish committee(s) and delegate to such committee(s) such responsibilities and functions and subject to such restrictions as it may deem fit.  
  1. CIRCLE COMMITTEE
  (1) The Circle Committee shall be composed of twelve (12) members.   (a)     The Circle Committee shall elect one (1) Senior Vice Chairman/Vice Chairman from amongst its members through secret ballot.   (b)     The election of the Circle Committee will be held by the Members in the Circle concerned at the annual general elections through secret ballot.   (c)     The Circle Committee shall enroll Members in its area subject to final approval by the Executive Committee. Fifty percent (50%) of the admission fee and of the amount of annual subscription shall be retained by the Circle Office for its own expenses and the rest shall be remitted to the Head Office.   (d)    The Circle Committee shall deal with only local problems, while matters having all-Pakistan bearing or affecting the trade and or industry as a whole, shall be dealt with by the Executive Committee. In the event of difference of opinion the views of the Circle Committee shall not be shut-out while corresponding particularly with the Government.   (2) If a vacancy is caused in the Circle Committee, by disqualification and/or resignation, the vacancy shall be filled in by the Circle Committee for the remaining period of the Term through cooption  of a member of the Circle. The person so appointed shall, on the expiry of the Term be eligible for re-election and the restrictions in the Article 19(3) shall not apply in this case.  
  1. TERM
  (1) The Chairman, Senior Vice Chairman and the Vice Chairman shall hold office for a Term of one (1) year.     (2) The elections for the Office bearers of the Association shall be held on annual basis between 1 July to 30 September every Year.   (3) On the expiry of their Terms, the Chairman, Senior Vice Chairman, and the Vice Chairman will automatically cease to be the Chairman and shall hand over the charge of his office to the newly elected Chairman or to any member of the Executive Committee so designated by the members of the Executive Committee if the elections have not been held.   (4) The Chairman shall be elected from the Southern Circle and the Northern Circle on yearly rotational basis.  

20. ELECTION SCHEDULE

  (1) The election schedule of the Executive Committee shall be approved by the Executive Committee and issued by the Secretary in the first half of July every Year.   (2) Within two (2) days of its approval by the Executive Committee, the election schedule shall be:   (a)     displayed at the notice board of the Head Office and Zone Offices of the Association;   (b)     displayed at the website of the Association; and   (c)     submitted to the Director-General.  
21. ELIGIBILITY TO VOTE
  (1) The eligibility of a Member to vote at the elections of the Association shall be subject to following conditions:   (a)     The Member has completed two (2) years of valid membership of the Association as on the date of announcement of election schedule by the Executive Committee of the Association; and   (b)     the Member has fulfilled the conditions of membership and renewal under the Articles.   (2) Every Member eligible to vote shall deposit with the Secretary, the specimen signature card along with photograph indicating the status in the firm, company or concern. The right to vote shall be allowed only to the proprietor, partner or the director of the member firm or company, or a person not below the rank of General Manager authorized by the Board of Directors of a public limited company or a multi-national corporation, as the case may be.   (3) The proprietor, partner or director of the member firm or company, concern or a person not below the rank of General Manager authorized by the Board of Directors of public limited company or a multinational company shall be entitled to cast vote at the time of election only if name of such person has already been registered with the Secretary and his name appears on the list of voters.  
22. APPOINTMENT OF ELECTION COMMISSION
  (1) Simultaneously with the approval of the election schedule as provided in Article 20, the Executive Committee shall appoint an election commission subject to the following conditions, namely:   (a)     the election commission comprises of three (3) Members including the following;   (b)     the Members so appointed have submitted their consent in writing to their appointment as such;   (c)     the members of the election commission, so appointed, were not the Office bearers for the preceding two (2) years;   (d)    the members of the election commission shall not be entitled to cast vote or become a candidate in the election, they are conducting;   (e)     the members of the election commission shall be independent, impartial and non-partisan; and   (f)     the members of election commission shall not canvass for any of the candidates or panels contesting the elections, they are conducting.  
23. FUNCTIONS OF ELECTION COMMISSION
  (1) The election commission shall be incharge of all arrangements connected with the conduct of elections including but not limited to:   (a)     appointment of polling staff;   (b)     ensuring display of the tentative voters’ list by the Secretary/Circle Secretary for the purpose of inviting objections;   (c)     examination of and decision on the objections received on the voters’ list; and   (d)    supervision of polling process and ensuring that the polling has been conducted in an orderly, peaceful, transparent and fair manner in accordance with the provisions of these Articles and instructions of the Federal Government or the Director General in this regard; and   (e)     counting of votes and announcement of results.  
24. ELECTION PROCEDURE
  (1) The election of the Office-bearers shall be conducted according to the procedure laid down herein subject to the following:   (a)     the election of the Office-bearers shall be held by secret ballot;   (b)     neither postal ballot nor proxy shall be allowed; and   (c)     the polling shall be held simultaneously at the Head Office, Circle Offices or where the number of voters exceeds fifty (50) at the branch offices of the Association:   Provided that where for want of space in the office premises it is not possible to establish the polling booths, the polling shall be held in a public place such as a community hall or hotel.   (2) Within three (3) days of the announcement of the election schedule, member firms desiring to change their representative shall intimate changes regarding name of representative to the Secretary along with necessary proof of eligibility.   (3) The Secretary of the Association and the Circle Secretary shall display within seven (7) days of the announcement of election schedule the list of all the Members eligible to vote along with their national tax number, sales tax registration number, if applicable, the name and national identity card number of their representative. The list shall be displayed at:   (a)     the notice board of the Head Office and Circle Offices of the Association; and   (b)     the website of the Association.   (4) The Members who have any objection to the entries in the list of voters shall send their objections in writing to the Secretary within seven (7) days of the issuance of the voters’ list.   (5) The Secretary will intimate action on the objections or changes sent by the Members within five (5) days from the last day under preceding clause.   (6) Any person aggrieved by the decision of the Secretary may make a representation, within three (3) days to the election commission, which shall decide the case within three (3) days.   (7) Within three (3) days of decision by the election commission, any person aggrieved by the decision of the election commission may appeal to the Director General whose decision in this regard shall be final.   (8) Within two (2) days of the decision of the Director General, the final voters’ list shall be:   (a)     displayed at the notice board of the Head Office and Zone Offices of the Association;   (b)     displayed at the website of the Association; and   (c)     submitted to the Director General:   Provided that if no appeal has been filed to the Director General, the final list of voters shall be displayed within fifteen days (15) of the decision of the election commission under Article 24(7) above.   (9) Within four (4) days of the display of the final list of voters, any person who is eligible to contest the election for the vacant post, shall send his nomination duly proposed and seconded by two (2) duly registered voters and signed by the candidate to the Secretary on the prescribed form in accordance with these Articles.   (10) Within twenty-four (24) hours of receipt of nomination papers, a copy of the final list of voters shall be provided to each contesting candidate.   (11) The nomination papers shall be scrutinized by the election commission and list of candidates shall be displayed within twenty-four (24) hours of the last date of receipt of nomination papers.   (12) The objections, if any, to the nomination of the candidates can be filed to the election commission within twenty-four (24) hours of issuance of the list of candidates, which shall be decided by the election commission within two (2) days.   (13) Any candidate aggrieved by the decision of the election commission may file an appeal to the Director General under intimation to the Election Commission, within two (2) days of the decision of the Election Commission, The decision of the Director General shall be final in this regard.   (14) Any candidate may withdraw his nomination papers through a request in writing to the Chief Election Commissioner within (5) days of the decision of the Director General under Article 24(13).   (15) Within two (2) days of the last date of withdrawal of nomination papers, the election commission shall issue the final list of candidates:   Provided that if no appeal has been filed to the Director General, the final list of candidates shall be issued within eleven (11) days of the decision of the election commission under Article 24(12) above.   (16) Within five (5) days of display of final list of candidates, the polling shall be held.   (17) The final result shall be officially announced at the Annual General Meeting of the Association called for this purpose within fifteen (15) days of the date of polling under the preceding Article but not later than the 30th of September of the Year.   (18) The final election results announced in the Annual General Meeting shall be:   (a)     displayed at the notice board of the Head Office and Zone Offices within two (2) days;   (b)     displayed at the website of the Association within two (2)  days; and   (c)     submitted to the Director General within seven (7 ) days.  
25. CONDUCT OF ELECTIONS
  (1) The ballot papers shall have duly numbered counterfoils and the voter shall sign or affix thumb impression thereon in the presence of polling agents of the candidates and the polling officer before the issuance of ballot papers to the voter.   (2) It shall be the duty of the polling officer to verify the identity of the voter. The only acceptable forms of identification shall be the computerised national identity card, the original identity card issued by the Association, the passport and the driving license. The polling officer shall enter the number of identification document on the counterfoil.   (3) After comparing the signatures and photograph with the specimen signature card the polling officer shall hand over the ballot paper to the voter.   (4) The ballot paper shall be signed by the Secretary or an officer of the Association duly authorized by the commission in this behalf and shall also be signed by the polling officer at the time when it is issued.   (5) Once the ballot paper has been issued to a voter, he shall not be allowed to leave the polling booth, without casting in the ballot box.   (6) Adequate arrangements shall be made to maintain the secrecy of the polls.   (7) Proper account shall be maintained by an officer designated by the election commission in respect of ballot papers including used, unused, tendered, challenged or spoiled ballot papers.   (8) The challenged votes shall be kept in a separate sealed envelope duly signed and sealed by the polling officer.   (9) The election commission or an officer designated by the election commission shall decide about the challenged votes after verification of necessary information before the official announcement of the results.   (10) No ballot paper shall be invalid for failure to have cast all votes on all seats contested for in the said election.   (11) Counting of votes shall take place immediately after the polling hours under the supervision of polling officer in the presence of candidates or their polling agents, if any, at the designated sites.   (12) Provisional results may be declared by the election commission immediately after the counting of votes is completed.   (13) In the event of equality of votes between two (2) or more candidates, the result shall be decided on the basis of a draw conducted by the polling officer in the presence of candidates or their polling agents and a record of the result thereof shall be made.   (14) Having completed the counting and compilation of results, the record pertaining to the elections shall be sealed and signed by the election commission or any officer designated by the election commission and the Secretary and shall be handed over to the Secretary for safe custody.   (15) The record of elections shall be opened for inspection upon an application made in this behalf by the candidates within seven days of the date of polling and with the approval of the Director General.   The election will be conducted strictly according to the rules as contains in trade organization rule 2007.   If any provision of this memorandum and article of association is in conflict with the provisions made in trade organization ordinance 2007 and rule made their under, the later shall prevail.  

V. OTHER OFFICERS

 
  1. EMPLOYEES
  A Secretary and a Treasurer and other necessary staff may be appointed by the Executive Committee at a remuneration to be fixed by the Executive Committee for the office work of the Association.  

27. SECRETARY GENERAL

  (1) The Executive Committee shall appoint a Secretary through a Human Resources Committee consisting of three (3) members of the Executive Committee. The Secretary shall be in charge of the secretariat of the Association. He will also counter sign cheques, signed by the Chairman or his nominee(s).   (2) The termination of the services of the Secretary shall be through a resolution of the Executive Committee.   (3) Any management employees who shall report to the Secretary shall be appointed jointly by the Secretary and the Human Resources Committee.   (4) Any other staff or professional management shall be appointed through a process to be defined in the human resource policy of the Association as formulated by the Executive Committee.   (5) The Secretary shall be appointed by the Executive Committee at remuneration to be fixed by the Executive Committee.   (6) The Secretary will guide and supervise work of the office, arrange lectures, social functions publication of reports, bulletins and emblems.   (7) The Secretary shall prepare a three (3) Year plan of activities which shall be approved by the Executive Committee following distribution amongst its members and cover among other matters the proposed future activities, finances and outcome of such activities intended by the Association during the said three (3) Year period.   (8) The Secretary will be responsible for conducting, internally, an annual performance review and have such performance review audited by external auditors based upon an inspection of all records of the Association to include but not be limited to minutes of meetings and the Association’s plan of activities as mentioned in Article 27(7) above.   (9) The Secretary shall take steps to ensure that the Association shall within one (1) Year from the date of grant of license under the Trade Ordinance, create and maintain a website at all times which shall include all relevant information as required under Rule 27 of the Trade Rules.    
  1. TREASURER
  (1) The Association shall appoint a Treasurer for the Head Office on the recommendation of the Human Resource Committee of the Executive Committee whose remuneration shall be fixed by the Executive Committee.   (2) The following shall be the duties of the Treasurer:  
  • He shall collect all dues of the Association and grant proper receipts.
 
  • Shall counter-sign cheques on the Association’s bank account. Such cheques will be signed by the Chairman or his nominee(s) and the Secretary.
 
  • Shall supervise accounts of the funds of the Association and funds connected with or in any way controlled by the Association and of all money spent by the Association of the assets, liabilities and credit of the Association.
 
  • Shall prepare balance sheet of the Association’s funds at the end of the Year and submit the same in the annual general meeting of the Association for approval.
 
  • Shall pay amount of all such vouchers and bills duly accepted by Secretary.
 
  • Shall endorse all cheques and other negotiable instruments.
 
  1. AUDIT
 
  1. AUDITOR
  At each Annual General Meeting an auditor shall be appointed according to the provisions of the Companies Act. The auditor shall audit the accounts of the Association, and all funds connected with or controlled by the Association.    

30. INSPECTION OF BOOKS

  Every Member is entitled to inspect the accounts book and other documents which shall be kept at the registered office of the Association during office hours to such an extent as the Association in General Meeting may from time to time determine.  

VII. INDEMNITY

 
  1. INDEMNITY
  (1)  Every Office bearer, Secretary and other Officer or servant of the Association shall be indemnified by the Association against, and it shall be the duty of the Executive Committee out of the funds of the Association to pay all costs, losses, penalties and expenses which any such Office-bearer, Secretary, officer or servant may incur or become liable to by reasons of any contract entered into, or act or deed done or omitted to be done by him as such Office-bearer, Secretary, officer or servant acting in good faith, or in any way in the discharge of his duties in good faith 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 of the Association over all other claims.   (2)  No Office-bearer, Secretary or other officer or servant of the Association shall be liable for the acts, receipts, neglects or defaults of any other office-bearer, or officer or servant or for joining in receipt or other act for conformity or for any loss or expenses happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive Committee for or on behalf of the Association or for the insufficiency or deficiency or depreciation of any security in or upon which any of the moneys 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 loss occasioned by any error of judgment, omission, default or oversight on his part, 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 happen through his dishonesty.  

VIII. SEALS

 
  1. COMMON SEAL
  The Executive 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 and in the presence of the Chairman, or two (2) other Office-bearers, who 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 Executive Committee to issue the same.  
  1. OFFICIAL SEAL
  The members of the Executive Committee may provide for the use in any territory, district or place not situated in Pakistan, an official Seal which shall be a facsimile of the common Seal of the Company, with the addition on its face of the name of every territory, district or place where it is to be used. The official Seal shall not be affixed to any instrument except by the authority of a resolution of the Executive Committee authorised in that behalf by the Members, and two (2) members of Executive Committee, or one (1) member of the Executive Committee and the Secretary, or one (1) member of the Executive Committee and such other person as may be authorised by the Executive Committee for the purpose, shall sign every instrument to which the official Seal is affixed. The provisions of Section 213 shall apply to the use of the official Seal.  

 

IX. COPES OF MEMORADUM AND ARTICLES

 
  1. COPIES OF MEMORANDUM AND ARTICLES
  The Memorandum of Association and these Articles shall be kept with the records of the Association. Printed copies of the same shall be supplied to all Members against a payment of Rupees one hundred (Rs.100) per copy.  

X. WINDING UP

 
  1. WINDING UP
  (1)  The Association shall be wound up voluntarily whenever a special resolution is passed requiring the Association to be so wound up. If the Association be wound up, and there should remain, alter 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 some other institution or institutions having objects similar to the objects of the Association to be determined by the Members of the Association at an Extraordinary General Meeting convened for the purpose.   (2)  Notwithstanding any thing laid down in clause (1), the provisions of the Companies Ordinance, regarding the winding up or dissolution of Associations registered under Section 42 of the Companies Ordinance shall apply to the winding up or dissolution of the Association.  

XI. DISPUTE RESOLUTION

 
  1. DISPUTES
  Any dispute or differences of opinion in regard to the interpretation, or scope of application of the Articles, which cannot be resolved by the Association itself, shall be referred to the Director General and the ruling given by the Director General shall be binding on the Association, the Office-bearers and the Members.  

XII. AMENDMENTS

 
  1. AMENDMENTS
  In accordance with Rule 26 of the Trade Rules, any amendment to the Articles shall be notified to the Regulator of Trade Organizations.   We, the several persons whose names and addresses are subscribed hereto are desirous of the being formed into an Association in pursuance of this Articles of Association.  
Address and Description of Subscriber Signature and Designation Witnesses
11.  Bokhara Palace Elphinstone Street Karachi Sh. Wazir Mohammad   Partner    
12.  Allied Mercantile Syndicate Motan Building Bunder Road Karachi Mirza Mohammad Afzal   Proprietor  
13.  Oriental Carpet Industries Landi Karachi Sh. Manzoor Ahmad   Partner
14.  Commerce Centre, 52 Mohatta Building, Bunder Road Karachi Zakir Mashhadi   Proprietor
15.  Hanifsons & Co. 22 Mohatta House, Bunder Road Karachi A. Hanif   Proprietor
16.  Sultan Ahmad & Co. Chartered Bank Chambers McLeod Road Karachi Sultan Ahmad   Proprietor
17.  DEENS (Karachi) Dunolly Road Karachi Saifuddin   Partner
18.  Eastern Art Industries Gandhi Garden Karachi Khalilur Rehman   Proprietor
19.  Kabul & Kashmere Stores Victoria Road Karachi Yousuf Khan   Partner
20.  Pak Carpets Factory Dundas Street Karachi Saadat Gul   Proprietor
  Karachi, dated the 9th day of June 1960   Witness ________________         * To be read with transmittal email of 9 December 2021.