- The Executive Committee shall provide a common seal for the Association. The seal shall be kept with the Secretary General and shall never be affixed to any document except by the authority of the Executive Committee previously given and the Chairman/Vice -Chairman/Chief Executive for the time being and one other Member of the Executive Committee or the Secretary General shall sign every instrument to which the seal is affixed, provided nevertheless that any instrument bearing the seal of the Association and issued for a valuable consideration shall be binding on the Association notwithstanding any irregularity concerning the authority of the Executive Committee to issue the same.
TABLE “C” NOT TO APPLY
- The regulations contained in Table “C” in the first Schedule to the Companies Ordinance, 1984 shall not apply to the Association, except in so far as they are repeated or contained in these Articles.
- The chapter headings shall not affect the construction hereof, and in these Articles, unless there is something in the subject or context inconsistent therewith:
“Articles” and “these Articles” means these Articles of Association, as originally framed or as altered from time to time by Special Resolution.”Association” means FLEET OPERATORS’ ASSOCIATION OF PAKISTAN.
“Associate Member” means a member of the Association having less than 25 vehicles/trucks in his name or who is engaged in an ancillary business including but not limited to the business of manufacturing and supplying, tyres, batteries, spare parts and allied products.
“Bye-Laws” means the bye-laws of the Association from time to time in force.
“Chairman” means the chairman of the Executive Committee of the Association.
“Corporate Member” means a member of the Association having more than 25 vehicles/ trucks in his name.
“DTO” means the Director-General of the Trade Organizations appointed by the Federal Government under the Trade Organizations Act, 2013 and includes an officer empowered by the Federal Government to perform the functions of the Director-General under the said ordinance.
“Executive Committee” means the managing committee of the Association responsible for the management and conduct of the affairs of the Association.
“General Meeting” means a general meeting of the Association.
“General Body” means the Members of the Association entitled to attend and vote at the general meeting of the Association.
“Memorandum” means the Memorandum of Association of the Association, as originally framed or as altered from time to time by Special Resolution.
“Member” means a member of the Association and includes both Corporate Members and Associate Members.
“Member of the Executive Committee” means a Member of the Executive Committee of the Association appointed or elected from time to time pursuant to these Articles including an alternate member of the Executive Committee.
“Office Bearers” means Chairman and Vice Chairman of the Association.
“Ordinance” means the Companies Ordinance, 1984 and any amendment or re-enactment thereof.
“Ordinary Resolution” means a resolution passed at a general meeting when the votes cast (whether on a show of hands or on a poll, as the case may be) in favour of the resolution by Members present and voting in person exceeds the votes, if any, cast against the resolution.
“Office” means the Registered Office for the time being of the Association.
“Regional Office” means the office controlled and run by the Association in other regions.
“Register” means the Register of Members to be kept pursuant to Section 147 of the Ordinance.
“Special Resolution” has the meaning assigned thereto in Clause 36 of Sub-section 1 of Section 2 of the Ordinance.
“Seal” means the common seal or the official seal for the time being of the Association.
“Secretary General” means the Secretary General of the Association.
“Year” means the financial year beginning from July 1st of a year and ending on June 30th of the immediately succeeding year.
The expressions “In writing” and “written” include printing, lithography and other modes of representing or reproducing words in a visible form.
Words imparting the singular number shall include the plural number and vice versa.
Words imparting the masculine gender shall include the feminine gender and vice versa.
The words “person” or “persons” shall (save where such construction would be repugnant to the context) throughout these Articles include partnerships, associations, corporations and companies.
For the purpose of registration, the Association is declared to consist of twelve Members. The Association may from time to time whenever he thinks fit register an increased number of Members, subject to the provisions of Article 61 hereof. The subscribers to the Memorandum shall be the first Members of the Association.
QUALIFICATION FOR MEMBERSHIP
- There shall be two (2) classes of membership in the Association, subject to acceptance by the Executive Committee:
- Corporate Member; and
- Associate Member.
Provided that any Member may apply for change of its/his class of membership at any time but before publishing of the voters’ list for the forthcoming elections if the applicant fulfils the criteria and conditions of the desired class and in case of refusal of its/his application he may file an appeal before the DTO.
- (b) The membership of the Association shall be for a period of one (1) year and shall be renewable on an annual basis on payment of prescribed subscription fee within the time stipulated in these Articles and upon proof of filing return of income tax and sales tax, if applicable, for the preceding year.
CONDITIONS PRECEDENT TO APPLICATION FOR MEMBERSHIP
- It shall be a condition precedent to application for membership that the person applying agrees to be bound by the Memorandum and Articles and the rules made thereunder and each Member of the Association, together with his agents, directors, managers, officers and employees shall, during the period of membership, be deemed to have accepted and be bound by these Articles and any such rules for the time being in force.
APPLICATION FOR MEMBERSHIP
- Every application for membership shall be in writing and in the form as may from time to time be framed by the Executive Committee and signed by the candidate, his proposer and seconder (who must be Members) and addressed to the Association. The Executive Committee shall be competent to accept or reject the application as it may think fit.
All Members shall be entitled to the benefits and be bound by the obligations of the Memorandum and the Articles and any rules framed thereunder
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
- Each candidate for membership shall pay an entrance fee of PKR 100,000/- (Pak Rupees One Hundred Thousand only) to be sent along with the application form. In the event of the candidate not being admitted, the entrance fee shall be refunded.
- Each Member shall also pay an annual subscription fee of PKR 25,000/- (Pak Rupees Twenty Five Thousand only).
- The entrance fee for joining the Association and annual subscription fee payable by all Members shall be subject to change from time to time by the Executive Committee.
- The annual subscription shall become due on or before the 31st of March each year and shall be payable by the Mem¬bers in the manner determined by the Executive Committee. New Members shall pay full annual subscription for the current year along with the entrance fee.
REGISTER OF MEMBERS
- The Register shall be maintained at the registered office and shall set forth the particulars which are required to be set out in the Register under Section 147 of the Ordinance. There shall also be an entry in the Register indicating the nature of business carried on by each Member, together with the name and designation of the representative of the Member authorized to participate in the business of the Association.
- Every Member shall have the right to have the name of his repre¬sentative changed from time to time provided that no such change shall be effected during the period from the date on which the final list of the Members and their representatives has been circulated for the purpose of the elections of the Association until after the holding of the elections.
RIGHTS OF MEMBERS
- Every Member shall have the following rights:
- to take part according to the existing rules and regulations in the management and affairs of the Association;
- to take advantage of all funds and property in the possession of the Association for the attainment of the aims and objectives of the Association on such terms and conditions as the Executive Committee may set forth;
- to take advantage of all the information and records available with the Association with such limitation as the Executive Commit¬tee may decide;
- to obtain a copy of the annual account report and statements of accounts of the Executive Committee;
- to obtain a copy of the publications of the Association either free of cost or at such price as the Executive Commit¬tee may decide from time to time;
- to convene ordinary or extra-ordinary general meetings of the General Body in conjunction with other Members in accordance with these Articles;
- to be present and discuss at any general meeting of the General Body of the Association any question referred to them by circular or give opinion on matters of common interest between the Members;
- to stand or propose other qualified Members for election to the Executive Committee in accordance with these Articles;
- to join any deputation on behalf of the Association when selected by the Executive Committee;
- to stand for election as representative of the Association on any non-political public body in accordance with these Articles;
- to submit to the Executive Committee, disputes with other Members either for arbitration or settlement;
- to point out any business transacted at any meeting of the Associa¬tion which is thought to be contrary to these Articles and to seek the ruling of the Chairman or the Executive Committee as the case may be. In such case the ruling of the Chairman/Executive Committee shall be final and binding on the Member in question and all other Members; and
- to participate according to the rules and regulations of the Associa¬tion in all privileges and advantages secured by and for the Asso¬ciation.
DUTIES AND OBLIGATIONS OF MEMBERS
- Every Member shall have the following duties and obligations:
- To make every effort to carry out the aims and objects of the Association as set forth in the Memorandum;
- To carry out and abide by the rules and regulations of the Associa¬tion as laid down in these Articles or in the Bye-Laws or rules framed thereunder from time to time;
- To submit as far as possible all complaints, appeals, etc. in writing to the Secretary General;
- To respect and accept the decision of the Executive Committee or other arbitration executive committee appointed by the Executive Committee;
- To pay the annual subscription fee of the Association regularly;
- To bring to the notice of the Executive Committee any matter likely to cause any loss or harm to the interest of the Association in whatsoever manner;
- To respect any invitation issued by the Office Bearers of the Execu¬tive Committee by trying to attend at the appointed place and time;
- To accept and abide by the decisions of the Executive Committee, provided the decisions are not inconsistent with the provisions of the Memorandum and the Articles or the Trade Organizations Act, 2013, the Trade Organization Rules, 2013 or any other regulations made there under;
- To convey to the Executive Committee information that may be considered necessary for promoting the aims and objects of the Association;
- To take part in the deliberations at the meetings of the Association and to abide by the rules framed for the conduct of the business of the said meetings from time to time;
- To assist and cooperate with the Executive Committee in eradicating unethical business practices from the field of trade, commerce and industry; and
- To follow the code of conduct of the Association framed by the Executive Committee from time to time.
VOTING RIGHTS OF MEMBERS
- A Member shall be eligible to vote in election of the Association in accordance with the Trade Organizations Rules, 2013.
- Every Member eligible to vote shall deposit with the Secretary General of the Association, the specimen signature card along with his/her photograph indicating his/her status in the Member 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 multinational company, as the case may be.
- The proprietor, partner or director of the Member firm company or concern or a person not below the rank of general manager authorized by the board of directors of a public limited company or a multinational company shall be entitled to cast vote at the time of election only if the name of such person has already been registered with the Secretary General and his name appears on the list of voters.
- No Member shall be entitled to vote by postal ballot or by proxy.
- No Member shall be entitled to vote at any meeting of the Association unless all moneys due from him on account of subscription or otherwise have been paid to the Association by the relevant due date.
- No Member who has resigned or ceased to be a Member or has been expelled from the Association shall be entitled to attend or vote at any meeting of the Association.
- The Chairman or whosoever presiding over a meeting shall, in the case of equality of votes, have a second or casting vote except in the matter of any election of the Association.
RESIGNATION, REMOVAL AND EXPULSION FROM MEMBERSHIP
- Any Member may resign from the Association by giving thirty (30) days’ notice in writing to the Executive Committee and upon expiration of the said notice he shall cease to be a Member. The Member who has resigned or whose name has been removed from the Register for non-payment of subscription or for expulsion from the membership of the Association shall remain liable to pay all dues to the Association up to the date of resignation, removal or expulsion.
- Any Member who has resigned or whose name has been removed from the Register or who has been expelled from the membership of the Association shall not be entitled to the refund of any money paid by him to the Association.
- By a resolution of the Executive Committee passed by two thirds (2/3rd) majority of the Members of the Executive Committee present in a meeting of the Executive Committee specially convened for the purpose, a Member may be liable to be fined up to an amount equal to that of the annual subscription, or be expelled from the membership of the Association, or his rights and privileges be withdrawn, for any of the following reasons:
- Neglect of or refusing to submit to, abide by, or carry out any decision of the Executive Committee taken within the limits laid down by the Memorandum or the Articles or by the Trade Organizations Act, 2013, or any rules, regulations, instructions or directions issued there under.
- Indulging in unethical business practices.
- A violation of the rules, regulations or other bye-laws of the Association.
- Failure to pay a fine or any other due demand of the Asso¬ciation.
PROVIDED that a Member shall not be expelled by the Executive Committee unless he has been given an opportuni¬ty of explaining his position in writing and/or by a represen-tative.
PROVIDED further that the Member so expelled shall have the right to appeal, within one (1) month from the date of expulsion, to the General Body.
PROVIDED further that when such an appeal is made by the Member, the Executive Committee shall arrange to convene a meeting of the General Body within thirty (30) days from the date of receipt of the appeal, and the decision of the General Body in the matter shall be final.
- A Member shall cease to be a Member of the Association for any of the following reasons:
- If he resigns from his membership as per Article 13 (a) above; or
- If he is expelled from membership as per Article 13 (c) above; or
- If he fails to pay annual subscription on or before the speci¬fied day, or any other dues, despite notice for payment in this behalf provided that the Executive Committee if he deems fit ant proper shall have power to extend time for such payment;
- If any action is taken by or in respect of a company, corporation or concern which substantially alters the nature of business of that company, association or concern;
- In case a company, corporation or concern is wound up;
- If he closes or transfers his business to any place outside Pakistan;
- If he is expelled from membership of the Association under the Trade Organizations Act, 2013, or any other laws and statutes made from time to time in order to govern the activities of such associations; or
- If he ceases to carry on modaraba and leasing business, investment finance services, housing finance services, investment advisory services, discounting services and/or venture capital activities, as the case may be.
RE-ADMISSION OF MEMBER
- Subject to the prior approval of the Executive Committee, a Member whose name has been removed from the Register due to expulsion, resignation or non-payment of subscription shall be eligible to apply for re-enrolment on payment of an admission fee afresh and all arrears outstanding against he.
- Without prejudice to any order issued under the provisions of the Trade Organizations Act, 2013, a Member who has been expelled from the Association under Article 13 (c) above shall not be eligible for re-admission before the expiry of the period, if any, specified in the order of expulsion or, if no such period has been specified, before the expiry of one (1) year from the date of expulsion.
- Any vacancy caused by disqualification under the provisions of Article 13 above in the Executive Committee shall be filled in for the remaining part of the year by the Executive Committee in such manner as he may decide provided that no such vacancy shall be filled 270 days after the holding of the annual elections.
EXECUTIVE COMMITTEE & OFFICE BEARERS
- Save for the first Members of the Executive Committee named below, the Members of the Executive Committee shall be elected by the General Body from amongst his Members.
- The Executive Committee shall consist of not less than twelve Members of the Executive Committee, including one Chairman and one Vice-chairman. The number of Members of the Executive Committee may be subject to change from time to time in accordance with Article 61 of these Articles.
- The election of the Association shall be conducted according to the procedure laid down in these Articles between 1st of July to 30th of September of the year.
- The election schedule of the Association shall be approved by the Executive Committee and issued by the Secretary General of the Association in the first half of July. Within two (2) days of his approval by the Executive Committee, the election schedule shall be displayed at the notice board of the head office and Regional Offices of the Association, displayed at the website of the Association and submitted to the DTO.
- Simultaneously with the approval of the election schedule as provide for hereinabove, the Executive Committee shall appoint an election commission comprising of three (3) Members and shall be in charge of all arrangements connected with such appointment.
- The election of members of the Executive Committee and Office Bearers shall be held by secret ballot.
- Neither postal ballot nor proxy shall be allowed.
- The polling shall be held simultaneously at the head office, Regional 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 community hall or hotel.
- 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 General of the Association along with necessary proof of eligibility.
- The Secretary General of the Association shall display within seven (7) days of the announcement of election schedule, the provisional list of all 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 Members who have any objection to the entries in the list of voters shall send their objections in writing to the Secretary General within seven (7) days of the issuance of the voters’ list.
- The Secretary General will intimate action on the objections or changes sent by Members within five (5) days from the last day under preceding article.
- Any person aggrieved by the decision of the Secretary General of the Association may make a representation within three (3) days to the election commission which shall decide the case within three (3) days.
- Within three (3) days of decision by the election commission or in case the said commission fails to decide within the stipulated time provided in Article 15 (k) above, any person aggrieved by the decision of the commission may appeal to the DTO who shall decide the case within ten (10) days and his decision in this regard shall be final.
- Within two (2) days of the decision of the DTO the final voters’ list shall be:
- displayed at the notice board of the head office and regional offices of the Association;
- displayed at the website of the Association; and
- submitted to the DTO:
Provided that if no appeal has been filed to the DTO, the final list of voters shall be displayed within fifteen (15) days of the decision of the election commission under Article 15 (k) above.
- 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 a duly registered voter and signed by the candidate to the Secretary General of the Association.
- 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.
- The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within twenty-four (24) hours of the last date of receipt of nomination papers.
- 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.
- Within two (2) days of decision of the commission or in case the commission fails to decide within the stipulated time provided in Article 15 (q) above, any candidate aggrieved by the decision of the commission may file an appeal to the DTO, who shall decide within seven (7) days and his decision in this regard shall be final.
- Within two (2) days of the decision of the DTO the commission shall issue the final list of candidates.
Provided that if no appeal has been filed to the DTO, the final list of candidates shall be issued within eleven (11) days of the decision of the election commission under Article 15 (q) above.
- Within five (5) days of display of final list of candidates, the polling for election of members of the Executive Committee shall be held.
- Within two (2) days of the polling as provided in Article 15 (t) above, any person elected as member of Executive Committee shall send his nomination for election as an Office Bearer duly proposed and seconded by an elected Executive Committee member and signed by the candidate to the election commission.
- The nomination papers shall be scrutinized by the commission and list of candidates shall be displayed within twenty four (24) hours of the last date of receipt of nomination papers.
- Within two (2) days of display of the final list of candidates, the polling for election of Office Bearers shall be held.
- The final result of the election of members of Executive Committee and Office Bearers 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.
- The final election results announced in the annual general meeting shall be:
- displayed at the notice board of the head office and Regional Offices of the Association within two (2) days;
- displayed at the website of the Association within two (2) days; and
- submitted to the DTO within seven (7) days.
ELECTION OF EXECUTIVE COMMITTEE
- At each Annual General Meeting, the Executive Committee shall be elected for the ensuing year in the manner hereinbefore provided. Until the first Annual General Meeting which will be held within 18 months from the date of incorporation of the Association, the following will be the first Members of the Executive Committee of the Association:
S. No. Name S. No. Name 1 Malik Moin Ahmed Chishti 2 Rana Asim Shakoor 3 Mansur Hussain Qazi 4 Abdul Hameed Sheikh 5 Khayam Hussain 6 Malik Jahan Khan 7 Muhammad Haroon Rauf 8 Muhammad Qamar Azam 9 Muhammad Suleman 10 Taj Muhammad Afridi
OFFICE OF THE MEMBER OF THE EXECUTIVE COMMITTEE – HOW VACATED
- A Member of the Executive Committee elected to the Executive Committee shall continue in office until the next Annual General Meeting, unless:
- it transpires that he is a minor or he is found to be of unsound mind by a court of competent jurisdiction;
- has applied to be adjudicated as an insolvent and his application is pending;
- it transpires that he is an undischarged insolvent;
- he is convicted by a court of law for an offence involving moral turpitude;
- he is debarred from holding such office under any provisions of the Ordinance;
- he showed lack of fiduciary behaviour and a declaration to that effect has been made by the Court under Section 217 of the Ordi¬nance at any time during the preceding five (5) years;
- he or any firm of which he is a partner or any private company of which he is a director without the sanction of the General Body accepts or holds any office of profit in the Association, other than that of a Chief Executive, legal adviser or a banker, or ac¬cepts a loan or guarantee from the Association in contravention of Section 195 of the Ordinance;
- he absents himself without leave from three (3) consecutive meetings of the Executive Committee or from all meetings of the Executive Committee for a continuous period of three (3) months whichever is longer;
- if by notice in writing to the Executive Committee he resigns his office;
- if the company he represents ceases to be a Member;
- he ceases to be employed by the Member he represents or his representation is cancelled by the Member he represents;
- if (not being the Chairman) he is requested in writing by all other Members of the Executive Committee to resign; or
- Special Resolution is passed for his removal from the office of Member of the Executive Committee.
In any of the events outlined above, the Member of the Executive Committee concerned shall forthwith cease to be a Member of the Executive Committee.
ALTERNATE MEMBERS OF THE EXECUTIVE COMMITTEE – POWER TO APPOINT ALTERNATE MEMBER OF THE EXECUTIVE COMMITTEE
- Any Member of the Executive Committee intend¬ing to be absent from Pakistan for a period of not less than three (3) months may appoint any person acceptable to the Executive Committee to be an alternate member of the Executive Committee to act for him. Every such appointment shall be in writing under the hand of the Member of the Executive Committee making the appointment. An alternate member of the Executive Committee so appointed shall not be entitled to appoint another Member of the Executive Committee, but shall otherwise be subject to the provisions of the Articles with regard to Members of the Executive Committee. An alternate member of the Executive Committee shall be entitled to receive notices of all meetings of the Executive Committee, and to attend and vote as a Member of the Executive Committee at any such meeting at which the Member of the Executive Committee appointing him is not personally present, and generally to perform all the functions of his appointer as Member of the Executive Committee in the absence of such appointer. An alternate member of the Executive Committee shall ipso facto cease to be an alternate member of the Executive Committee if his appointer for any reason ceases to be a Member of the Executive Committee or if and when his appointer returns to Pakistan or if the appointee is removed from office by notice in writing under the hand of the appointer.
OCCUPYING THE VACANCY OF THE OFFICE OF THE CHAIRMAN OR VICE-CHAIRMAN
- If any vacancy shall occur in the office of the Chairman or Vice-Chairman this shall be filled by the remaining Members of the Executive Committee electing a Member of the Executive Committee to fill the vacancy and to hold office until the next Annual General Meeting. A vacancy in the Executive Committee, other than in the offices of the Chairman or Vice-Chairman, occurring between two Annual General Meetings, shall be filled by the Executive Committee from the authorized representatives of the Association’s Members, but the person so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-elec-tion.
TENURE OF THE EXECUTIVE COMMITTEE & OFFICE BEARERS
- The tenure of members of the Executive Committee shall be two (2) years subject to the following:
- fifty percent (50%) members of the Executive Committee shall retire every year;
- after the first election of the Executive Committee under the Trade Organizations Act, 2013, a draw shall be made to determine the fifty percent (50%) members who shall retire after expiry of first year.
- The Office Bearers of the Association shall be elected by the Executive Committee from amongst its members.
- The tenure of all elected Office Bearers shall be one (1) year.
- On completion of the term, the Office Bearers and members of the Executive Committee shall not be eligible to contest election or co-option in any representative capacity in the Association for the next one (1) year.
POWERS OF THE EXECUTIVE COMMITTEE
- GENERAL POWERS OF THE ASSOCIATION VESTED IN THE EXECUTIVE COMMITTEE:
The Executive Committee shall be the managing body of the Association and in addition to the powers and authorities by the Ordinance or by these Articles expressly conferred upon he, he may exercise all such powers and do all such acts and things as shall be by the Ordinance or by these Articles as a company limited by guarantee not expressly directed to be done by the Association in General Body, but the Executive Committee’s powers shall be subject neverthe¬less to such regulations or directions, as may from time to time be deter¬mined upon or given at any time by the General Body, provided that no such regulations or directions shall invalidate any prior act of the Execu¬tive Committee which would have been valid if the regulation or direction had not been made or given.
SPECIFIC POWERS GIVEN TO THE EXECUTIVE COMMITTEE:
- Without prejudice to the general powers conferred by the last preceding Article, the Executive Committee shall have the following powers:
- TO APPOINT A DEPARTMENTAL COMMITTEE: To appoint any Departmental Committee or other committee and such De¬partmental Committees or other committees may be permanent or temporary or for special purposes as the Executive Committee may determine, including, without limitation, Departmental Committees or other committees appointed for dealing with sector specific issues.
- TO DELEGATE POWERS TO THE DEPARTMENTAL COMMITTEE: To delegate, subject to Section 196 of the Ordinance and such conditions as he thinks fit, any of his powers to the Departmental Committees or other committees.
- TO MAKE RULES: To make, vary and repeal rules for the regulation of the business of the Association or of the officers or servants or the Members of the Association or of any department or section of the Association, or for any other purpose as the Executive Committee may deem fit.
- TO ENTER INTO ARRANGEMENTS: To enter into arrange¬ments, upon such terms and subject to such conditions as the Executive Committee may deem desirable for working in conjunc¬tion with any association organized for the protection, promotion or development of any branch of trade, commerce or manufacture in Pakistan allied to the Members’ business or that might have a direct bearing thereon in Pakistan.
- TO ADMIT ANY ASSOCIATION: To admit any association, body or individual subscribing to the aims and objects of the Association as Associate Member or honorary Member of the Association upon such terms and conditions as the Executive Committee may consider desirable for promoting the interests of the Association.
- TO WORK FOR ATTAINING THE ASSOCIATION’S OBJEC¬TIVES: Of additionally doing all such other things whatsoever as may seem necessary to the Executive Committee for the proper working of the Association and/or the attainment directly or indi¬rectly of his objects and/or for the enforcement of all the rules made in this behalf.
- TO DEAL WITH THE BREACH OF THESE ARTICLES: The Executive Committee shall be empowered to deal with all breaches or alleged breaches of the Articles or rules made hereunder or any direction or orders issued by the Executive Committee hereunder by a Member of the Executive Committee and to make such orders and to take forthwith such action as he considers expedient and he may impose any term or condition allowable under these Articles. Without prejudice to or lessening or effecting such powers, the Executive Committee shall ordinari¬ly enquire, into any alleged breach by the Members of the Execu¬tive Committee either of his own initiation or in consequence of any report of any officer or Member and give a notice to the party concerned.
- TO ACQUIRE AND MANAGE PROPERTY: To look after and manage all the property, movable and immovable held by the Association for itself or interest and do all acts in respect of ac¬quiring and selling of the properties, subject to the rules specified in the Articles, if any.
- TO APPOINT LEGAL ADVISORS: To appoint such legal advisors, supervisors agents, employees as he may from time to time think fit or deem necessary and to determine their powers and duties and to fix their remuneration, salaries, wages, commissions, emoluments, or rights, leave, gratuity and to require security of such amount as he may think fit.
- TO RECEIVE FEES ETC: To receive on behalf of the Associa¬tion, admission fees, subscriptions, gifts, trust and other amount through one or more persons appointed by he for these purposes.
- TO KEEP BOOKS OF ACCOUNTS: To keep or cause to be kept by any one or more persons appointed by he proper books of accounts in which shall be entered income and expenditure and complete accounts of the monitory affairs and transactions of the Association.
- TO FRAME BYE-LAWS: To frame or to put into effect rules, regulations and bye-laws for the office administrations, control of books, elections, trade practice, arbitration, tribunals, appointment of Umpires, appeal boards, compensation allowance and remuner¬ation of the Members or the Office Bearers for their services to the Association and for all such purposes as are conducive to the promotion of the objects of the Association and in like manner rescind, add or alter such rules, regulations, and bye-laws for the time being in force.
- TO DEFRAY THE EXPENSES OF DELEGATES: To defray the expenses of delegates selected and deputed to the Association to represent the Association to safeguard his interest at the confer¬ences and meetings of Trade Organisations or other public bodies in any place, in or outside Pakistan provided that no invitation shall be extended from the latter, for participation in any conference of meetings or functions without the prior permission of the Govern¬ment.
- TO DISQUALIFY MEMBERSHIP: To expel, disqualify or suspend membership of the Association as well as to remove such suspension or disqualification or to re-admit such expelled Members of the Association.
- TO AUTHORISE PAYMENT: To authorise the Secretary General and the Chairman to make payment of bills within specified limits to be approved by him from time to time.
- TO DEFEND ACTIONS ETC: To commence, institute, prose¬cute and defend all such actions and / or suits as the Executive Committee may deem necessary or expedient on behalf of the Association and to compromise or submit to arbitration any action, suit or dispute or difference that the Executive Committee in its discretion may think fit.
- TO MAKE CONTRACTS ETC: To enter into any agreement upon such terms and subject to such conditions as the Executive Committee may deem desirable with any other trade organisation or with the paid staff of the Association.
- TO DELEGATE POWERS: To delegate all or any of the powers and functions of the Secretary General to one or more Office Bearers joint¬ly or separately.
- TO AUTHORISE OPERATION OF BANK ACCOUNT: To authorise operation of bank accounts of the Association in accor¬dance with these Articles.
The Executive Committee may (subject to Section 196 of the Ordinance), at any time and from time to time, delegate all or any of its powers to any executive committee of three (3) Members of the Executive Committee se¬lected by it, one of whom shall either be the Chairman or the Vice-Chairman of the Association for the time being. Such executive commit¬tee shall be entitled to act for and in the name of the Executive Commit¬tee. Provided always that the Executive Committee shall (without affect¬ing all acts done or orders made by any such executive committee) be entitled to order the discontinuation of any such executive committee.
No act or proceeding of the Executive Committee or of the executive committee or of any other committee shall be questioned on account of any vacancy in their body nor shall the absence of any one or more Members of the Executive Committee or executive committee or other committee at meetings vitiate any proceedings or report or findings.
No disqualification of or defect in the election, appointment or co-option of any person acting as a Chairman or a Member of the Executive Committee or other committees shall vitiate any act or proceedings of the Executive Committee or other committees.
No act, decision, order or finding of the Executive Committee or of the executive committee or other committees shall be called in question save in the manner as herein provided and such act, decision, order or finding shall be final, binding and in full force until such time as the same has been varied, altered or set aside in accordance with these Articles.
BORROWING POWERS OF THE EXECUTIVE COMMITTEE:
- The Executive Committee may from time to time obtain any finance (as defined in the Ordinance or otherwise) or borrow any moneys for the purposes of the Association and secure payment thereof in such manner and upon such terms and conditions in all respects as the Executive Committee thinks fit, and in particular by the issue of deben¬tures, or by mortgage or charge on the property of the Association.
EXECUTIVE COMMITTEE’S POWER TO MAKE RULES:
- In particular and without affecting the generality of the above-mentioned powers of the Executive Committee, it may frame rules with regard to all or any of the following matters:
- The manner in which persons who desire election to the Executive Committee shall apply and the conditions on which such elec¬tion shall be made;
- The conditions to be consistently performed and observed by persons who desire to become Members;
- The manner in which all registers should be kept and the condi¬tions under which (including provisions for the payment of fees) the Members may inspect registers;
- The information which the Members shall be bound to give to the Executive Committee or the Association and when and in what manner it shall be given;
- The books, Registers and documents to be kept and filed with the Association by the Members;
- The control and regulation of trucking and logistics business in Pakistan;
- The fixing, levying, recovery and disposal of any fees, and sub¬scriptions;
- The procedure by which the Members may be suspended from all or any of their rights and privileges as the Member and when and how any such suspension may be removed; and
- The appointment and dismissal of the Association’s officers and servants and all matters relating to their employment.
- The Association shall keep at its registered office a Register containing the particulars required to be entered therein under Section 205 of the Ordinance in respect of its Chairman, Vice-Chairman, Chief Executive and Members of the Executive Committee, Secretary General, Chief Accountant, Auditors and Legal Advisers and shall send to the Registrar of Compa¬nies a copy of such Register and shall from time to time notify to the Registrar of any change that may take place in the particulars entered in such Register.
- The Executive Committee may appoint advisors and may allow such advisors to attend Executive Committee meetings, but these advisors shall not be entitled to vote at Executive Committee meetings.
DUTIES AND POWERS OF THE CHAIRMAN
- REPRESENTING THE ASSOCIATION:
The Chairman or in his absence the Vice-Chairman or, if so empowered by the Executive Committee, any Member of the Executive Committee or the Chief Execu¬tive shall, inter alia, have power to represent the Association before any person, body of persons, Government, Federal or Provincial, Local or Municipal, firms, companies, modarabas, associations or the Federation of Pakistan Chambers of Commerce and Industry or similar other bodies in all matters in which the Association may be interested.
- PRESIDING THE MEETINGS:
The Chairman shall preside at all meetings of the Executive Committee and at all General Meetings.
- PROPER COMMUNICATION:
The Chairman shall also at any time when he shall deem proper communicate to the Association or the Execu¬tive Committee such matters and shall make such suggestions as may in his opinion tend to promote the prosperity and welfare and increase the usefulness of the Association, and shall perform such other duties as may be incidental to the office of the Chairman.
HOLDING OF OFFICE OF THE CHIEF EXECUTIVE
- The Chair¬man may also hold the office of the Chief Executive of the Association, if so resolved by the Executive Committee.
- The Chairman shall also have the following powers :
(a) To ask the Secretary General to convene meetings of the Executive Committee, General Body or such other meetings of the Associa¬tion as he thinks necessary
(b) To keep order at the meeting of the Association.
(c) To give his casting vote in case of an equality of votes on either side on any particular issue.
(d) To give his ruling on the disputed interpretation of any clause/article of the Memorandum and the Articles.
(e) To frame Bye-Laws in consultation with the Executive Committee and generally to announce the procedure for the conduct of the meet¬ings of the Executive Committee from time to time.
(f) To give his opinion on matters of policy and generally to perform such other duties as may be incidental to the office of the Chairman and to take all such steps not inconsistent with the Articles or the Memorandum for the guidance of the Association on such lines as tend to promote the interest and facilitate the attainment of the objects of the Association.
- The Chairman shall also have the following powers :
DUTIES AND POWERS OF THE VICE-CHAIRMAN
- The Vice-Chairman in the absence of the Chairman shall have the power to perform the duties of the Chairman.
DUTIES AND POWERS OF THE SECRETARY
- APPOINTMENT OF SECRETARY AND FIXING OF HIS REMUNERATION:
The Association shall appoint a Secretary General through a Human Resources Committee formed under and consisting of three (3) members of the Executive Committee, which committee shall fix the remuneration of the Secretary General.
DUTIES OF THE SECRETARY:
- The Secretary General shall devote himself entirely to the business and affairs of the Association except in cases where he has received the special permission of the Executive Commit¬tee. The Secretary General shall have the power and shall discharge the functions given below (subject to such directions as may be given to him from time to time by the Executive Committee or the Chief Executive):
- To carry on and have charge of all correspondence of the Asso¬ciation.
- To keep and maintain the accounts of the funds of the Associa¬tion and the funds connected with or in any way controlled by the Association.
- To keep and maintain accurate minutes of all meetings of the Association and of the Executive Committee, Departmental Execu¬tive Committees and other committees.
- To have charge of all papers and documents, furniture and all other properties, movable and immovable, belonging to the Asso¬ciation.
- To issue and give notice of all meetings of the Association and the Executive Committee, Departmental Committees and other committees of the Association.
- To notify the Members of the Executive Committee of their elec¬tion.
- To jointly sign all cheques signed either by the Chairman or Vice-Chairman or the Chief Executive of the Association, if so resolved by the Executive Committee.
- To demand and collect all dues from the Members or from any other Association or committee working in conjunction with this Association.
- To prepare the Annual Report and the Reports of the Executive Committee and all committees.
- To act as Secretary General of the meeting of the Executive Committee, of any committees and of General Meetings form time to time held.
- To do and perform generally all such duties as are incidental to his office and to perform such other acts, deeds and powers as may be delegated to him by the Executive Committee.
- To affix his signature on all the single or jointly operated bank accounts of the Association.
CHANGE IN THE FUNCTIONS OF THE SECRETARY:
- In the exercise of the aforesaid powers and duties the Secretary General shall always be subject to the guidance and supervision of the Executive Committee and the Chief Executive who shall have the power to add to or reduce the functions and duties to be performed by the Secretary General.
- Besides the Head Office, the Association may have Regional Offices as and when the Executive Committee decides.
POWERS AND FUNCTIONS OF THE REGIONAL OFFICES
- Detailed rules and regulations shall be framed by the Association for the powers and functions of the Regional Offices.
- Subject to the relevant provisions of the Ordinance, the Executive Committee shall appoint to the office of the Chief Executive any person including but not limited to the Chairman or any Member of the Executive Committee for such period not exceeding two (2) years and on such terms as it shall deem fit. The Chief Executive shall exercise such powers and shall receive such remu-neration as shall be determined by the Executive Committee.
- Neither the Chairman, the Vice-Chairman, the Chief Executive, any Member of the Executive Committee, the Secretary General nor any official appointed by the Executive Committee shall on any account or in any event be answerable for any act done by him in connection with the control or administration of any money of the Association other than such as shall come into his own hand, nor for any misfortune, loss or damage happening to the Association by reason of any deed done or executed by him as a Chairman, Vice-Chairman, Chief Executive or Member of the Executive Committee or Secretary General, or as an official appointed by the Execu¬tive Committee or by reason of any error in judgment or indiscretion on his part in the performance of his duties or otherwise on any account except for wilful negligence or fraud.
MEETING OF THE EXECUTIVE COMMITTEE
- MEETING – WHEN:
- The Executive Committee shall meet at least twice (2) in each year and at such times as it may deem advisable and may make such regulations as it may think proper as to the convening and holding of meetings of the Executive Committee and for the transaction of business at such meetings and the records of the proceedings shall be circulated to the Members of the Executive Committee and shall be open to inspection by the members of the Executive Committee subject to such regulation as the Executive Committee may form time to time deem expedient.
- COMPETENT TO EXERCISE POWERS ETC. – WHEN:
- A meeting of the Executive Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers or discretions by or under these Articles vested in or exercisable by the Executive Committee generally. The quorum necessary for a meeting of the Executive Committee shall be three (3) or one-third (1/3) of their number, whichever is the greater, and every member of the Executive Committee shall have one (1) vote.
Any question at a meeting of the Executive Committee shall be decided by a majority of votes and if the votes are equal, the Chairman of the meeting shall have a second or casting vote. The Chairman of the Asso¬ciation shall preside over every meeting of the Executive Committee. If at any meeting he is not present within fifteen (15) minutes after the time ap¬pointed for the holding of the meeting, the Vice-Chairman shall take the chair, and failing him the members of the Executive Committee present may select one of their numbers to preside over the meeting. A resolution in writing signed by a majority of the members of the Executive Commit¬tee shall be effective as if such resolution had been passed at a meeting of the Executive Committee.
NOTICE FOR SPECIAL MEETING:
- Any one (1) member of the Execu¬tive Committee may cause a special meeting of the Executive Committee to be called by the Secretary General, by giving seven (7) days notice of his desire to the Secretary General, or in the case of emergency or urgent reference, by giving reasonable notice to the Secretary General and also to his fellow members of the Executive Committee; but at such special meetings no business other than that specified in the notice shall be taken into consideration, save by unanimous consent of those present.
THE MINUTE BOOK:
- Minutes of all proceedings of the Executive Committee shall be made and regularly entered into a Minute Book, to be kept by the Secretary General, and copies circulated amongst the members of the Executive Committee. The book shall be open to the inspection of any member of the Executive Committee at any reasonable time.
MEETING OF MEMBERS:
- The Association shall hold an Annual General Meeting once at least in ever calendar year and not more than fifteen (15) months after the holding of the last preceding Annual General Meeting. The Annual General Meeting shall be held at such time and place as the Executive Committee shall appoint and within a period of four (4) months following the close of the financial year of the Association. The first Annual General Meeting shall be held within a period of not more than eighteen (18) months after the incorporation of the Association.
EXTRAORDINARY GENERAL MEETING:
- An Extraordinary General Meeting of the Association may be called at any time under the direction the Executive Committee, and shall also be called by the Secretary General, on the requisition in writing of the Members representing not less than one-tenth (1/10th) of the voting power, in accordance with Section 159 of the Ordinance.
NOTICE FOR TIME AND PLACE OF MEETING:
- Twenty one (21) days notice shall be given to every Member for any General Meeting stating the time and place of such meeting and the business to be transact¬ed at such meeting. Accidental omission to give notice to or the non-receipt of notice by any Member shall not invalidate the proceedings at any meeting.
QUORUM OF GENERAL MEETING:
- No business shall be transacted at a General Meeting unless a quorum of the Members is present at the time when the meeting proceeds to business. The quorum shall be such number of the Members as represent not less than twenty-five (25%) percent of the total voting power of all the Members of the Association; provided that if the necessary quorum is not present at such General Meeting within half an hour of the time appointed for the Meeting, the Meeting if called upon by the requisition of the Members shall be dis¬solved; 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, being not less than two (2), shall be a quorum. The Chairman shall preside as Chairman at every General Meeting, but if there is no Chairman, or if at any meeting he is not present within fifteen (15) minutes after the time appointed for the meet¬ing, or is unwilling to act as Chairman, any one of the Members of the Executive Committee present may be elected to be the Chairman, and if none of the Members of the Executive Committee is present, or if present but is unwilling to act as Chairman, the Members present shall choose one of their number as the Chairman.
PASSING OF RESOLUTION:
- All resolutions, other than Special Resolutions, shall be passed by a majority vote at a General Meeting. In the case of an equality of votes, the Chairman of the meeting shall have a second or a casting vote. A Special Resolution shall require a majority of not less than three-fourths (3/4) of the Members as are present in person at the Meeting, subject to Clause (36) of Sub-section (1) of Section 2 of the Ordinance.
DECISION OF CHAIRMAN:
- The decision of the Chairman of a General Meeting as to the counting of votes and eligibility of a particu¬lar Member to vote, on a particular matter, shall be final and conclusive.
- The Executive Committee shall cause minutes to be duly entered as books maintained for the purpose of:
- the appointment of all officers made by the Executive Committee;
- the names of the Members of the Executive Committee present at each meeting of the Executive Committee and of any commit¬tees;
- all orders made by the Executive Committee and of the committees;
- all resolutions and proceedings of General Meetings and of Meetings of the Executive Committee and committees.
Every Member of the Executive Committee present at any meeting of the Executive Committee shall sign his name in a book to be kept for the purpose and any such minutes of any meetings of the Executive Committee or of any committee of the Association if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes.
- A notice may be given by the Association to any Member of the Executive Committee or a Member either personally or by post at his registered address in Pakistan or to the address within Pakistan supplied by him to the Association for the purpose of notices.
- Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.
- If a Member has no registered address in Pakistan and has not supplied to the Association an address within Pakistan for the giving of notices to him, a notice addressed to him or to the Members of the Executive Committee or Members generally and advertised in a newspaper circulat¬ing in the province in which the office situated shall be deemed to be duly given on such Member of the Executive Committee or Member on the day on which the advertisement appears.
- Notice of every General Meeting shall be given in the same manner as hereinbefore provided to: (a) every Member, except those Members who (having no registered address within Pakistan) have not supplied to the Association an address within Pakistan for the giving of notices to them; and (b) the auditors of the Associations for the time being.
- Any notice required to be given by the Association to the Members or any of them and not expressly provided for by these Articles shall be sufficiently given if given by advertisement, and any notice required to be, or which may be given by advertisement, shall be advertised once at least in one or more Pakistan daily newspapers.
AMENDMENTS IN THE ARTICLES AND MEMORANDUM
- Amendments in these Articles or Memorandum can be effected only at a special or extra-ordinary General Meeting of the Association convened specially for this purpose, in accordance with these Articles. Proposals for amendments in the Articles shall be passed by 3/4th majority of the Members present and voting at such a meeting provided that all such amend¬ments shall be subject to the approval of the Government and shall be made by the Government when required in the public interest.
- The Executive Committee shall cause to be kept proper books of accounts as required under the Ordinance.
- The books of account shall be kept at the Registered Office of the Association or at such other place as the Executive Committee shall think fit and shall be open to inspection by the Members of the Executive Committee during business hours.
- The Executive Committee shall from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts and books or papers of the Association or any of them shall be open to inspection of the Members and no Member shall have any right of inspecting any account and books or papers of the Association except as conferred by law or authorised by the Executive Committee or by Special Resolution.
- Within eighteen (18) months of the incorporation of the Association and subsequently once at least in every year but not later than 30th day of June the books of accounts will be closed and the Executive Committee shall cause the accounts to be prepared and laid before the Members in Annual General Meeting including a balance sheet and income and expenditure account, both made up in accordance with the Ordinance and to a date not more than six (6) months before the date of the Meeting for the period in the case of first balance sheet and income and expenditure account since the incorporation of the Association, and in case of any subsequent balance sheet and account since the preceding balance sheet and account. Every such balance sheet and account shall be accompanied by an auditor’s report and the report of Members of the Executive Committee in accordance with the provisions of the Ordinance in that behalf. A copy of the audited accounts along with a soft and hard copy of list of Members as on the 30th day of November shall be submitted to the DTO not later than the 31st day of December every year.
- Auditors shall be appointed and their duties regulated in accordance with Sections 252 to 255 of the Ordinance.