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Non-Profit • Humanitarian • Educational • Research Based

RULES & REGULATIONS

A non-government, non-profit, non-political, charitable and research-based organization dedicated to education, humanitarian service, Islamic values, cultural development and social welfare.

1. Interpretation

In these Rules and Regulations under there be anything repugnant to or inconsistent with the subject or context:

  1. The Act means the Societies Registration Act, 1860 as amended and now in force in Bangladesh and any reference to any provision thereof shall be read as reference to such provision as amended or re-enacted by any statute for the time being in force.
  2. The Foundation means SHAHEED OSMAN HADI FOUNDATION.
  3. ‘Governing Body’ means the highest decision-making authority of the SHAHEED OSMAN HADI FOUNDATION.
  4. ‘Executive Committee’ means a committee consisting of a group of persons including Chairman/President, Vice-President, Executive Director and others listed in the MoA and AoA of the Foundation.
  5. ‘Office’ means the registered office of the Foundation.
  6. ‘Register’ means the Register of members maintained pursuant to the Societies Registration Act, 1860.
  7. ‘Month’ means a calendar month according to the Gregorian calendar.
  8. ‘Financial Year’ means the year beginning on the first day of July and ending on the thirtieth day of June.
  9. ‘Year’ means the official year of the Foundation as determined by the Governing Body from time to time.
  10. Words importing singular number shall include plural number and words importing masculine gender shall include feminine gender.
  11. ‘Person’ means and includes any firm, Joint Stock Company, corporation or any other body of individuals whether incorporated or not.
  12. ‘Annual General Meeting’ and ‘Extraordinary General Meeting’ mean such General Meetings of the Foundation convened and held under the rules of the society.
  13. ‘Member’ means a person over 18 years of age and eligible under these rules to participate and vote in meetings of the Foundation.
  14. ‘Chairman’ means the Chairman who is the founder of the Foundation. In the absence of the founder, any founding member may be selected as Chairman.
  15. ‘Meeting’ means all meetings other than Annual and Special General Meetings of the Foundation.
  16. ‘Resolution’ means a Resolution of the Foundation duly passed and adopted.
  17. ‘Seal’ means the official seal of the Foundation.

2. Membership

2.1 All persons who have attained 18 years of age and subscribed to the aims and objectives of the Foundation, subject to approval of the Governing Body, shall be entitled to become General Members upon payment of the prescribed subscription fees. The decision of the Governing Body shall be final.

2.2 Founder Member
The person who founded the Foundation shall be considered the Founder Member. Any descendant of the founder, upon attaining the legal age of contract and possessing relevant qualifications, may become a Founder Member.

2.3 Classes of Members and Fee Structure

2.3.1 Associate Member: Any person, if attains the age of contract or over 18, shall become an associate member of the foundation by applying with a prescribe form.

2.3.2 General Member Those members as aforesaid who shall pay initial subscription fee prescribed by the executive committee and subscribe fees per month as fixed by the committee shall be considered as a General Member of the Foundation subject to the approval of the Governing Body.

2.3.3 Life Member Person who played a role to form this foundation shall be considered to be a life member till the date they alive. The contribution for being a part of the life member for other persons who are not subscribing at this moment shall be fixed by the Governing Body or Executive committee time to time in the meeting of committee

2.3.4 Other than the initial life member, one can be a life member in case of contribution to this foundation that is to be noticeable to the executive committee. However, the executive committee must approve this member by the board of resolution.

2.3.5 Voting Members
  1. Founder, Founder Member and Life Member shall qualify to become a Voting Member provided that the membership dues are paid before the selection-election and the membership is in good standing for a minimum of one year. For selection-election, the membership has to be in good standing for at least six (6) months.
  2. Only the Voting Members are eligible to cast their votes in any selection election. A defaulter Member cannot vote or be selected-elected in the selection-election.
  3. The Vote cannot be transferred to other or Proxy by other. The Chief Election Officer will arrange for advance polling or proxy vote if he/she receives any written request from any voting member.

3. Governing Body

The Governing Body shall consist of: (a) Chairman (b) Executive Director (c) Finance Director (Treasurer) and 4 Executive Members duly elected/selected for a period of 05 (Five) years at a meeting of the foundation convened for the purpose in the manner hereinafter provided for.

4. REGISTER OF MEMBER

The Foundation shall maintain at its registered office a register of its members and shall enter therein, within 15(fifteen) days after the admission of a member or the cessation of his membership as the case may be, the following particular.

  1. The name and address of the member.
  2. The date on which the member was admitted.
  3. The date on which a member ceased to be such member.

5. RIGHTS OF MEMBERS

5.1 Each member, except entry member, shall have one vote at every general meeting.

5.2 All the members of the Foundation shall be entitled to participate in the meetings and shall have right to inspect the books of account, book containing minutes of proceedings of general meetings and register of members of the Foundation on any working day during business hours by giving reasonable notice.

5.3 All the members of the Foundation shall be bound by the Rules and Regulations and/or bye-laws which may be framed from time to time.

5.4 The members shall hold office for a term of five years, but any of them shall be eligible for re-election

6. FORMATION OF GOVERNING BODY

6.1 The first Governing Body of the Foundation shall hold the offices for a period of 5 years, after the expiry of which the Governing Body shall be composed and constituted from among the members of the Foundation.

6.2 A member or an office-bearer of the Governing Body may resign by making a request addressed to the Chairman in that respect in writing before the expiry of his term.

6.3 A member who is an undercharged insolvent or who has been convicted of any offence in connection with the formation, management or of the affairs of the Foundation or of any offence involving moral turpitude shall not be entitled to be a member or office-bearer of the Governing Body.

6.4 In case of any vacancy in the Governing Body including the office-bearer, caused by the removal or disqualification under these rules or by death or by resignation of any member or office-bearer during his term another General Member may be appointed in his place and such appointed member or office-bearer shall hold the office only for the unexpired portion of the said member's or office bearer's term.

7. PROCEEDING OF THE GOVERNING BODY

7.1 The Governing Body shall meet at least thrice in a year. Other meeting, in pursuant to the urgent circumstances, may be held upon the advice/instruction of the Chairman.

7.2 The quorum for the meeting of the Governing Body shall be 07 members present in person. In the case of virtual meeting, there must have connected meeting ling to the members participated herewith.

7.3 The Governing Body may pass a resolution by circulation. Such resolution passed whether by majority or unanimously by circulation amongst the members of the Governing Body. This resolution shall be equally valid and shall be construed as if passed at a meeting duly called and convened for the purpose. Such resolution shall be recorded by the Executive Director in the resolution-books of the meetings of the Governing Body.

8. The governing body shall be empowered with any, every and all functions pertaining to the administration, control and management of the foundation and will decide on all questions and more particularly the governing body acting collectively shall have power to-

  1. Represent the Foundation.
  2. Acquire and transfer property, movable or immovable, assume obligations and conclude agreements of any nature.
  3. Appoint personnel of the Foundation, determine their remuneration, salaries and service conditions, and terminate services or take disciplinary action when necessary.
  4. Open and operate bank accounts, deposit, withdraw or invest funds, issue, accept, sign, endorse and deliver cheques, drafts, letters of credit and other negotiable instruments. Such bank accounts shall be jointly operated by the Chairman, Executive Director and Finance Director (Treasurer).
  5. Determine and incur expenses, administer finances of the Foundation and raise, receive and accept funds, subscriptions, donations, gifts and charities.
  6. Decide on the opening and operation of branch offices of the Foundation.
  7. Exercise control over the books and funds of the Foundation, and prepare and submit annual reports, balance sheets, income and expenditure accounts for approval at the General Meeting.
  8. Prepare and conclude policies, terms and conditions relating to the internal administration of the Foundation.
  9. Decide on all matters relating to the administration of the Foundation and the successful implementation of its aims and objectives.
  10. Take decisions regarding dissolution, termination or suspension of membership in cases involving moral turpitude, criminal offences, financial defalcation or activities against the objectives of the Foundation.
  11. Make arrangements or appointments of councils or other bodies for organizing and publishing bulletins, journals, publications, classes, lectures and meetings under the supervision of the Governing Body.
  12. The Chairman shall preside over meetings of the Governing Body. In the absence of the Chairman, another authorized member shall preside over the meeting.
  13. The Executive Director shall act as the Executive Officer of the Governing Body and conduct administrative work, correspondence and maintain all records of the Foundation.
  14. The Finance Director (Treasurer) shall collect dues, manage payments, maintain financial records and assist the Governing Body in financial administration.

9. DELEGATION OF AUTHORITIES

The Governing Body may delegate any of its powers and authorities referred to in rules to a sub-committee of two or more persons appointed from amongst the members of the Foundation, if necessary. In each of such sub-committees, the Chairman and the Executive Director of the Governing Body shall always remain ex-officio members.

10. GENERAL MEETINGS

The general meeting shall be held in a year and all its activities:

  1. Amendments and/or additions to the Memorandum of Foundation and the policy of the Foundation by adopting 3/4 majority of the Meeting.
  2. The Annual General Meeting shall be convened once a year within three months following the end of the Foundation's accounting year. If it is not practicable to convene the meeting within the aforesaid period, the Governing Body may extend the date for a further period not exceeding three months.
  3. Notice for the General Meeting shall be delivered personally or sent by post to the members at least 10 days before the meeting date and at least 5 days before an adjourned meeting. The notice must specify the place, date, time and agenda items.
  4. The General Meeting, whether Annual or Extraordinary, shall not discuss or decide on matters not included in the agenda except with permission of the Chairman.
  5. Approval, with or without amendments, of the Annual Report, Annual Balance Sheet, Income and Expenditure Account.
  6. Collaboration or amalgamation of the Foundation with any other society or Foundation having similar objectives.
  7. The Governing Body may, whenever deemed necessary, call an Extraordinary General Meeting.
  8. The quorum for the General Meeting shall consist of the majority of the total members of the Foundation.
  9. Decisions of the General Meeting, including election of Governing Body members, shall be taken by show of hands.

11. ADJOURN MEETING

  1. In pursuant to the general principles of the Article of Association of the Foundation, if any meeting is not calling on in due course of time or there could have any undecided agenda on the meeting that is not resolved, there may have an option for calling a adjourn meeting, through a written request to the chairman on the issuing of 21 days' prior notice to the members. Even if the chairman is not calling an adjourn meeting within next 21days, the members can arrange a requisitioned meeting.
  2. In such requisitioned meeting, the quorum of the meetings shall be formed by3/4of the participated members to pass any agenda with the consistence of the general policy of the article of association. However, there will have no mandatory requirement to form a quorum of such requisitioned meeting.

12. CHAIRMAN

  1. The Chairman shall guide and supervise the various activities of the Foundation. He shall preside over the Governing Body and at the Annual General and other General Meetings. He shall be the Head of the Foundation. The ruling of Chairman at the Governing Body shall be final and binding on all questions raised.
  2. The Chairman in case of emergency may exercise all the powers and perform all the functions required to be exercised and performed under the Rules and regulations by the Governing Body. Provided that all the actions taken by the chairman shall be placed before the next meeting on the Governing Body for information.
  3. The Chairman shall be the head of all governing body of institutions operated under this Foundation as ex-officio.
  4. In case of any dissidence among the governing body/general body of the Foundation, the decision of the Chairman shall be final and binding for all.

13. EXECUTIVE DIRECTOR

The Executive Director shall be responsible for all executive and administrative work of the Foundation. He shall maintain records of the affairs and activities of the Foundation and issue notices for various meetings. The Executive Director shall perform his duties under the guidance, supervision and advice of the Chairman and the Governing Body.

14. FINANCIAL DIRECTOR

The Financial director shall conduct and operate all financial activities or any acts in relation to finance and investment including expenses, with prior consultation with Chairman. The activities of financial director may be aligned with Executive director for the purpose of smooth administration. The records and books of all activities in relation finance and accounts shall be recorded and preserved by the finance director.

15. BANK ACCOUNTS

The Bank Accounts in the name of foundation shall be operated by Chairman and any one from Executive Director or Finance Director but the Chairman may authorize any one on his behalf to operate the Bank Accounts.

16. EXECUTIVE MEMBER

16.1 The Executive member shall attend in the all meetings including General and present their opinion and expertise in relation the subject matter to the board.

16.2 Acts for the betterment of the foundation.

16.3 Assist with all directors for relevant activities so that the body can conduct its activities accurately.

16.4 Oblige and perform all activities delegated by the governing body.

17. ADVISORY BODY

The foundation shall have an Advisory body that consist of five members. The advisory of the advisory body shall be selected from the general members of the foundation by the prior approval of general meeting. The function of the advisory body shall be on advice to relevant expertise for development of the foundation.

18. ELECTION PROCEDURE

18.1 There shall have one election body, six months prior to the expiry date of the governing body, so that the election may be held by the commissioner among the voting members of the foundation The chief election commission shall prepare a voter list, declare an election date by issuing a notice as regards of election to be held.

18.2 Provided that, the election body may consist of three member and appointed by the governing body. One from of the election body shall work as chief election commissioner and other two of them shall work as an election commissioner.

18.3 The election commissioner may issue notice, by keeping seven days, to receive feedback regarding voter list. Having analysing and revising all feedback and comments, the commissioner shall declare final voter list to the members of the foundation.

18.4 During the processing of voter list, the commissioner will allow all qualified members to submit nomination for each individual post of the governing body/executive body. The commissioner shall revise and re-analyze the nomination form for candidate's post and uphold to the members.

18.5 Election may be held on secret vote.

18.6 The candidates may seek vote by digital and manual communication with public for their contribution to the Foundation and projected manifesto of the next tenure. No public relation, procession shall be allowed before 24 hours of the election date. Election may be held on 8.00 am to 4.00 pm.

18.7 Provided that, the governing body or executive committee may be formed by election or selection. The selection process or the selected committed may be determined by the voting members of the foundation. The selected committee shall be formed as of elected committee in terms of operating or conducting activities in the whole period.

18.8 Either selective committee or elective committee after election, as soon as possible, may submit to the authority for approval.

18.9 Having formed the new committee, the previous committee shall be declared to be dissolved and submit final report of all activities took place during the whole period.

19. AUDIT

At each Annual General Meeting a qualified Auditor shall be appointed. The Audito shall submit a report on the income and expenditure, account and balance sheet of the Foundation presented by the Governing Body. The minutes of the meeting of the Governing Body and of the General Meeting, books of accounts, the correspondence and in general, all records of the Foundation as well as any date required for the carrying on of the audit shall, upon a requisition by the auditors, be submitted to them.

20. CASTING VOTE

In all matters to be decided by a simple majority in General Meetings, casting vote of the Chairman shall prevail in case of equality of votes.

21. FUNDS

The Funds of the Foundation will be from all kind of donation, subscription of its member, any kind of business as approved by the governing body, grants from the government or any other agenesis or any other legal way.

22. INVESTMENTS

The funds of the Foundation, besides being invested in the investment authorized by law for the time being in force may also be invested in fixed deposit account with a bank or banks as may from time to time be decided by the Governing Body.

23. FRAME RULES AND BYE-LAWS

The Governing Body may frame Rules and Bye-laws not inconsistent with the rules and regulations hereof for the internal management of the Foundation and may alter and amend the same when necessary.

24. SUITS AND PROCEEDINGS

The Foundation may sue or be sued in the name of its Executive Director.

25. INDEMNITY

Every member of the Governing Body or any sub-committee, auditor, and other officer of the Foundation shall be indemnified against all liabilities arising out of acts and things done by him in performance of the duties entrusted, by way of damages otherwise, and all losses, costs, charges and expenses which he may incur or become liable by reason of any contract entered into or any act or deed done by him as such member, auditor, officer in any way or about the discharge of his duties.

+88 01724-772423
info@osmanhadifoundation.com
Head Office: 151/Cha, Habib Market, Wapda Road, West Rampura, Dhaka-1219