Memorandum

THE NAME OF THE ASSOCIATION IS FLEET OPERATORS’ ASSOCIATION OF PAKISTAN.

THE REGISTERED OFFICE OF THE ASSOCIATION WILL BE SITUATED AT KARACHI IN THE PROVINCE OF SINDH.

THE ASSOCIATION MAY HAVE REGIONAL OFFICES IN OTHER CITIES OF PAKISTAN.

THE OBJECTS FOR WHICH THE ASSOCIATION IS ESTABLISHED ARE:

• To provide a forum to fleet operators including but not limited to operators of trucks, trailers and heavy vehicles to confer and collectively formulate strategies on all issues of common interest and to address their business concerns.
• To provide a formal structure to truck and heavy vehicle operations in Pakistan and to streamline fleet operations and logistics by standardizing vehicle specifications, creating a corporate code of conduct and generally working towards up gradation and qualitative improvement of the trucking industry.
• To modernize and strengthen trade and transport logistics in Pakistan in order to make Pakistan a regional hub for international trade and to facilitate increasing trade volumes.
• To provide management solutions and promote development of the trucking sector in general, in order to achieve trade and logistic efficiencies resulting in increased business growth for the members of the Association.
• To establish training institutes in order to provide training to drivers in accordance with international best practice and to create increased awareness of road safety standards within the trucking and transport sector.
• To develop a standardized and regulated registration system in order to assess the number and categories of trucks and heavy vehicles on the roads.
• To make the motor vehicle examination system more effective and encourage its members to replace old and obsolete trucks with modern trucks and trailers in order to avoid environmental externalities.
• To encourage the introduction of modern multi axle prime movers and European standard trucks by rationalizing import tariffs and to secure special incentives for members of the trucking industry to enable them to compete successfully in the international market.
• To act as an organ of communication for and to represent the members of the Association in all or any of their relationships with any Government, Federal or Provincial, local, municipal and other public authorities, trade associations, the press, radio and television, and any other bodies or organizations, and to afford facilities for conferring with and making known the views of the members of the Association in regard to actual or proposed legislation or any other matters directly or indirectly affecting their business interests.
• To co-operate or enter into any arrangement with and make official representations to the Federal, Provincial or Local Government, advisors to the Government, officials, public or private institutions or other authorities on any matter that may be conducive to all or any of the objects of the Association or which are likely to affect the business of its members and to obtain from any such Government, institutions or authorities rights, privileges and concessions that the Association may deem desirable to obtain, and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions.
• To encourage friendly feelings, close cooperation and unanimity amongst the members of the Association on all matters connected with their common goal.
• To establish and maintain good relations between the members of the Association, and to publish and make known information on matters relating to the transport and heavy vehicle business carried on by the member companies for the protection of the interests of the members of the Association.
• To work actively for the eradication of unethical business practices and to promote honourable business practice within the transport and logistics sector by the members of the Association.
• To compile, collect and circulate to members of the Association accurate, reliable and current information about all activities related to fleet operation and logistics in Pakistan.
• To maintain and disseminate information, data and statistics amongst the members of the Association and to print, publish, issue and circulate papers, periodicals, books, circulars and other printed matter and to promote and organize meetings, conferences, lectures and other activities as may seem to the Association conducive to the attainment of all or any of its objects.
• To form sub-committees, whenever necessary, in order to present information on matters of fleet operations and logistics or such other subjects as assigned to the Association by its members and further, to ascertain and convey the collective views of members of the Association on fleet operations within Pakistan.
• To prepare annual budgets for the purpose of meeting the Association’s operating expenses and to make proposals to appropriate funds for the said purpose.
• To open, close and operate bank accounts of the Association with one or more scheduled banks.
• To promote, support, discuss or oppose any legislative or other measures affecting the interests of the members of the Association.
• To conduct surveys and analysis on the trucking and transport sector for solving any problems encountered by the members of the Association in the same.
• To take note of events, settlements and expressions of opinions affecting the members of the Association, to advise them thereon and to represent their interest on their behalf as may be deemed necessary and expedient.
• To publish, print, broadcast or telecast or cause to publish, print, broadcast or telecast official journals, advertisements, pamphlets, brochures, statistical books or literature to give prominence to the aims, objects and activities of the Association as for the spread and propagation of knowledge and information useful to the members of the Association in particular and to the public at large as may be deemed desirable from time to time.
• To commence, prosecute, appear in defence, compromise or give up all or any suits or proceedings (Civil, Criminal, Administration, Arbitration, inquiry etc.) before any Court, Commission, Official or person for the protection of or assistance of the members of the Association or of the objects of the Association.
• To adopt such means of making known the perspective and position of the Association to the public at large as may seem expedient and in particular by advertising in the press by circulars, by publication of books and periodicals, by granting prizes, rewards and donations.
• To organize meetings, conferences, lectures and other activities as may seem to the Association conducive to the attainment of all or any of its objects.
• To enter into agreements or become affiliated with other similar associations or organizations and make payment out of the funds of the Association in respect thereof.
• To amicably settle all disputes amongst the members of the Association inter-se or with third parties through conciliation, arbitration or otherwise.
• To co-operate with other organizations of trade, commerce and industry and seek liaison with other similar bodies abroad, or seek affiliation with them.
• To act as or appoint agents, sub-agents, attorneys, consultants, brokers, and contractors in connection with the objects of the Association but not to act as managing agents.
• To frame such rules as the Association may deem fair, reasonable and proper for all or any of the matters concerning the Association.
• To establish a fund or funds to promote all or any of the objects of the Association.
• To work as far as possible in co-operation with similar associations elsewhere in the world.
• Only in connection with the activities and operations of the Association, to purchase, take on lease or in exchange or otherwise acquire or deal in and to construct, maintain, develop or control lands, buildings or any kind of movable or immovable property or any rights or privileges connected with such property or properties.
• To sell, improve, manage, develop, exchange, lease, mortgage, dispose of and turn to account or otherwise deal in all or any part of the property of the Association.
• To build, construct, alter, maintain, remove or replace, and to work, manage and control any buildings, offices, stores and other works and conveniences which may seem calculated directly or indirectly to advance the interest of the Association and to join with any other person or company in doing any of these things.
• To promote, constitute, incorporate, form, register and operate any company or companies or other legal entities any where for any purpose which may seem directly or indirectly calculated to benefit the Association and/or to subscribe for, take, or otherwise acquire, and hold shares, debentures or other securities of or merge, into any other company having objects altogether or in part similar to those of the Association or carrying on any business capable of being conducted so as directly or indirectly to benefit the Association but not to act as an investment company.
• To enter into agreements, necessary or expedient for the purpose of carrying on all or any of the objects of the Association, with any individual, firm, cooperative society, company, corporate body, government or local authority or any other legal entity.
• To devote, apply or subscribe to any money, securities, stocks or shares bequeathed or made over to the Association for achieving the objects of the Association.
• To establish and maintain any contributory or non-contributory pension or superannuation funds for the benefit of persons who are, or were at any time, in the employment of the Association and the families and dependents of any such persons, and also to establish and subsidize and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of the Association and make payments to or towards the insurance of any such person as aforesaid.
• To employ and remunerate all officers, employees and servants of the Association or any person or firm or company rendering services to the Association upon such terms as the Association may determine.
• To pay out of the funds of the Association all expenses of and incidental to the formation, registration, and advertisement of the Association.
• To insure the property, assets and employees of the Association in any manner deemed fit by the Association and to create any reserve funds, sinking funds, insurance fund or any other special fund for any purpose conducive to the interests of the Association but not to act as an insurance company.
• To advance money to such persons or companies, and on such terms as may seem expedient, and in particular to persons having dealings with the Association and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies, and generally to give guarantees and indemnities but not to act as a finance or banking company.
• To borrow moneys and secure repayment of the same by a charge or mortgage on the property of the Association.
• To invest and deal with the moneys of the Association not immediately required in such manner as may, from time to time, be determined but not to act as an investment company.
• To lend money either with or without security to the employees of the Association upon such terms and conditions as the Association may think fit.
• To vest any real or personal property, rights or interest acquired by or belonging to the Association in any person or company on behalf of or for the benefit of the Association with or without any declared trust in favour of the Association, and to undertake and execute any trust as may seem desirable, either gratuitously or otherwise.
• Only in connection with the activities and operation of the Association, to draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures, term finance certificates and other negotiable or transferable instruments or securities.
• To train personnel and workers, both in Pakistan and abroad, in order to obtain technical proficiency in various specialties connected with the activities of the Association.
• And generally to do all such other things as are incidental to the attainment of the above objects or any of them.
• The objects specified in each of the paragraphs of this Clause IV shall be regarded as independent objects, and accordingly shall in no way be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or the name of the Association.
• Notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association, nothing herein shall be construed as empowering the Association to undertake or indulge in the business of banking, finance, investment or insurance, directly or indirectly, as restricted under the law.

NO ADDITION, ALTERATION AND AMENDMENT TO THIS MEMORANDUM OF ASSOCIATION SHALL BE MADE UNLESS THE SAME SHALL HAVE BEEN PREVIOUSLY SUBMITTED AND APPROVED BY THE FEDERAL GOVERNMENT. THE ASSOCIATION SHALL COMPLY WITH SUCH RULES, REGULATIONS AND INSTRUCTION CONCERNING IT AS MAY BE ISSUED BY THE FEDERAL GOVERNMENT FROM TIME TO TIME IN THE PUBLIC INTEREST. AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE ASSOCIATION SHALL ALSO BE MADE WHEN REQUIRED BY THE FEDERAL GOVERNMENT IN THE PUBLIC INTEREST.

THE INCOME AND PROPERTY OF THE ASSOCIATION SHALL BE APPLIED SOLELY TOWARDS THE PROMOTION OF THE OBJECTS OF THE ASSOCIATION AS SET FORTH IN THIS MEMORANDUM OF ASSOCIATION AND NO PORTION THEREOF SHALL BE PAID OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE SHAPE OF DIVIDEND OR BONUS OR OTHERWISE BY WAY OF PROFIT TO THE PERSONS, INCLUDING COMPANIES, WHICH ARE OR WERE MEMBERS OF THE ASSOCIATION OR TO ANY PERSON CLAIMING THROUGH THEM, HOWEVER, NOTHING CONTAINED HEREIN SHALL PREVENT THE PAYMENT IN GOOD FAITH OF REMUNERATION TO ANY EMPLOYEES OF THE ASSOCIATION OR ANY OTHER PERSON IN RETURN FOR SERVICES ACTUALLY RENDERED TO THE ASSOCIATION OR BY WAY OF REIMBURSEMENT FOR PAYMENTS MADE OR COSTS INCURRED.

THE LIABILITY OF THE MEMBERS IS LIMITED, BUT IF ANY MEMBER PAYS OR RECEIVES ANY DIVIDEND, BONUS OR OTHER PROFIT IN CONTRAVENTION OF ARTICLE VI OF THIS MEMORANDUM OF ASSOCIATION, THEN ITS LIABILITY SHALL BE UNLIMITED.

EVERY MEMBER OF THE ASSOCIATION UNDERTAKES TO CONTRIBUTE TO THE ASSETS OF THE ASSOCIATION IN THE EVENT OF ITS BEING WOUND-UP OR DISSOLVED WHILE IT IS A MEMBER, OR WITHIN ONE YEAR AFTERWARDS, FOR PAYMENT OF THE DEBTS AND LIABILITIES OF THE ASSOCIATION CONTRACTED BEFORE IT CEASES TO BE MEMBER AND THE COSTS, CHARGES AND EXPENSES OF WINDING UP AND FOR ADJUSTMENT OF THE RIGHTS OF CONTRIBUTORIES AMONGST THEMSELVES, SUCH AMOUNT AS MAY BE REQUIRED BUT NOT EXCEEDING PKR [•]/- (PAK RUPEES [•] ONLY), OR, IN CASE OF ITS LIABILITY BECOMING UNLIMITED, SUCH OTHER AMOUNT AS MAY BE REQUIRED IN PURSUANCE OF ARTICLE X OF THIS MEMORANDUM OF ASSOCIATION.

IF UPON THE WINDING-UP OR DISSOLUTION OF THE ASSOCIATION, THERE REMAINS AFTER THE SATISFACTION OF ALL ITS DEBTS AND LIABILITIES ANY PROPERTY WHATSOEVER, THE SAME SHALL NOT BE PAID TO, OR DIVIDED AMONGST 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 ASSOCIATION AT OR BEFORE THE TIME OF THE DISSOLUTION, AND IN DEFAULT THEREOF, BY SUCH JUDGE OF THE COURT AS MAY HAVE OR ACQUIRE JURISDICTION IN THE MATTER.

THE TERRITORIES TO WHICH THE OBJECTS OF THE ASSOCIATION SHALL EXTEND SHALL BE THE WHOLE OF PAKISTAN.