Constitution

Constitution

 

CONSTITUTION of

Dhaka Medical College Alumni Trust

 

17 April, 2014

 

Preamble

The graduates of Dhaka Medical College as per resolution of a general meeting in the reunion of graduates of Dhaka Medical College held on December 23,1989 established the non-profit association named, DHAKA MEDICAL COLLEGE ALUMNI TRUST. Among the graduates, Late Prof. Waliullah, Prof. M N Amin, Late Prof. Farida Huq, Prof. Nazmun Nahar, Prof. ASM Fazlul Karim, Prof. Golam Rasul and Late Prof. Kabiruddin were founders of the Trust. We deeply acknowledge their time-honored foresight and generous contribution to establish this Trust. The association is subjected to establish and incorporate under the provisions of section 20 of the Society Registration Act. 1860 (Act No. XXI of 1860). The Articles of the association is rewritten with proposed amendment by the following “Constitution Amendment Committee” as per resolution of the previous 10^th Annual General Meeting held in 2013 and subject to approval by the next 11^th AGM to be held on April 17, 2014.

 

Constitution Amendment Committee comprises of followings:

1. Prof. Nazmun Nahar, Chairman:
2. Prof. Kanak Kanti Barua, Member:
3. Prof. M Iqbal Arslan, Member:
4. Prof. Ehsanul Kabir Joglul, Member:
5. Prof. AKM Mosharraf Hossain, Member secretary:

 

 

    CONSTITUTION OF
DHAKA MEDICAL COLLEGE ALUMNI TRUST

 Proposed Amendment of Articles of the Association
Dhaka Medical College Alumni Trust

 

 

1. Name of the association: The name of the association is the “Dhaka Medical College Alumni Trust” .
    
2. Registered Office: The principal registered office of the Trust shall be situated at Dhaka Medical College campus or within the territory of Bangladesh or any other place or places as decided by TRUST. Present address: DMC Alumni Trust Office, Room No.413 (3^rd floor), Dhaka Medical College , Dhaka-1000. Bangladesh.

   3.   Logo: The seven bands carrying the seven colours of the rainbow converge onto the symbol  
           of Medicine, with a single snake around the Rod of Asclepius.

4. Area of operation: The area of operation of this Trust will be the geographical territory of the People’s Republic of Bangladesh.
    
5. Nature of Trust: The Trust is a voluntary non-profitable organization. The Trust hereby established shall be wholly for educational, scientific, charitable and benevolent purpose for  the benefit of the graduates of Dhaka Medical College. The Trust shall undertake activities like research and development of Medical science and Medical education to make it up-to-date. The expenditure to materialize the objectives shall be met from the Trust fund. The fund will be formed by membership fees, donation by the graduates and by the philanthropic person/organization both at home and abroad. The Trust shall also arrange social events for the graduates of Dhaka Medical College and their families from time to time as decided by the Executive Committee.
    
6. Objectives: are as follows:

            (a) To organize events and facilities to promote bridging among the  present 

      and past students of  Dhaka Medical College.

            (b) To grant financial assistance including scholarship, stipend etc to under privileged   

                  meritorious students of Dhaka Medical College.

            (c) To provide and improve education and research facilities in Dhaka Medical College.  

 

(d) To give award to the graduates of the Dhaka Medical College for their outstanding

      contribution in the teaching and research in medical science.

(e) To organize symposium, conference, workshop and other meetings for dissemination of

      knowledge and skill in medical science.

(f) To provide Trust members with financial assistance for their ailments.

 

7. Definitions: In these Articles, unless there be something in the subject or context inconsistent therewith, the words and expressions shall have the meanings so defined :
    
8. ‘‘ The Act ’’ means the Society Registration Act, 1860 (Act No. XXI of 1860) and every statutory modification thereof for the time being in force.
9. The Society means DHAKA MEDICAL COLLEGE ALUMNI TRUST.
10. The Trust means Dhaka Medical College Alumni Trust .
11. Graduates means the boys and girls who have graduated from Dhaka Medical College .
12. ‘‘ Member’’ means Graduates of Dhaka Medical College who have applied, accepted and subscribed the dues of TRUST and abide by the rules and regulations of the TRUST.
13. ‘‘ The Chairman” means the chairman of the TRUST  elected  under the provisions of these presents .
14. ‘‘The E.C.” means ‘‘ The Executive Committee of the TRUST as constituted under the provision of these presents . .
15.  ‘Committee’ and sub-committee’ means  the committee and sub – committee duly formed by the Executive Committee of the TRUST.
1. ‘General Body’ means the  members of the TRUST
10. ‘Meeting’ means the Annual General Meeting, the Extra ordinary General Meeting , the emergency General Meeting and the meetings of the Executive Committee or Committees or Sub-committees.
11. ‘Rule’ means the rules and regulations for the management of the TRUST and observance by members thereof, subject to any amendments(s) that may be made hereafter, be those contained in these Articles, the TRUST by-laws and any other instruction or instructions of the Executive   Committee issued in conformity with the Articles of Association.
50.  ‘Bye-laws’ means the TRUST Bye-laws
1000.  ‘‘Month’’ means Gregorian calendar month and ‘Year’ means Gregorian calendar year
14.  “ The Office “ means the Registered Office of the TRUST.
15. “ These presents” means and includes these articles of Association and any modification or alteration thereof for the time being in force.

 

16. Proxy includes as attorney duly constituted or appointed under an instrument of proxy, power of attorney or other authority in writing.
17. “ The Register” means the Register of Members to be kept pursuant to the Societies Registration Act, 1860.
18. “Seal”  means the common seal of the TRUST
19. “Special Resolution” and Extraordinary Resolution” have the meanings assigned thereto respective by the Societies Registration Act, 1860.
20. “In writing” and “Written” includes printing , lithography, typewriting, telex, tele-facsimile (FAX)

     (u) Words or expressions in this Article shall except is repugnant to the subject or the context, bear
            the same meanings in a Standard English dictionary.

     (v) ‘Employee’ means the salaried staff of the TRUST.

     (w) ‘Election’ means the election of the office bearers of the TRUST

 

8. BUSINESS OF THE TRUST: The business of the TRUST , its affairs and or function shall include undertaking all or any of the several objectives and any act or thing done in pursuance of, ancillary and/or incidental thereto as expressed in, authorized by the Memorandum of Association.
9. MEMBERSHIP: The members of the TRUST are the subscribers to the Memorandum and Articles of Association of the TRUST and the persons who may hereafter be accepted as Members of the TRUST under Arts.12(a) and 12(b).

            (a). Primary members of the TRUST will include all graduates of Dhaka Medical College         

            admitted as members of the TRUST in the following categories as per Rules and shall be 

            entitled to attend and vote in the General Meeting..

i) Life Memeber: Namely those members who have paid the membership fee as prescribed for Life Members.

 

(ii) General Member: Member who pays annual membership fee only.

          (b) Affiliated members of the TRUST will include persons, other than graduates of Dhaka     

          Medical College , who feels interest in the objectives of the TRUST and admitted as Members in  

           the following categories without the voting rights.

(i) Honorary Member: Any respectable citizen of Bangladesh showing interest in the activities of the TRUST can be an honorary member.

(ii) Donor Member: Any respectable citizen of Bangladesh or Organization or Institution can also be a Donor Member by donating minimum specified amount of money. Both the categories of affiliated members must be approved by the unanimous decision of E.C.

 

The names of the members shall be properly recorded and preserved in the register.

 

10. MEMBERSHIP FEES:

The membership fees for Life, General and Donor members shall be as follows:

(a) Life Member:  TK. 5000.00 ( Taka five thousand only) payable at one time in advance as per Rule.

(b) Donor Member: TK. 100,000.00 (Taka one lac only) and above payable at one time in advance as per rule.

(c) General Member: TK.1000.00 (Taka one  thousand only) for two consecutive years.

 

11. RIGHTS AND PRIVILAGES OF MEMBERS:

(a).  All Primary members (Founder, Life members & General Members ) shall enjoy the rights and privileges of the Trust; eligible of receiving notices, attending and voting in General Meetings, voting in the Elections of the office bearers, proposing or seconding for nominees in elections.

The general member will be entitled to serve in Executive Committee after a continuous general membership for 7(seven) years .

(b). The Affiliated  members (honorary, donor members) of the TRUST shall enjoy the same privileges as the primary members except for the rights of attending and voting in the general meeting, votings in the election of office bearers, serving in the executive committee, proposing & seconding for nominees.

 

12. Termination of the Membership : The membership shall be terminated due to the following reasons:

(a) Resignation ,when  accepted by the E.C.

(b) if convicted by the court of law for any criminal offence,

(c) if anybody is declared mentally ill .

(d) if anybody indulges in any conduct subversive to the objectives of the Alumni Trust. The Executive Committee shall take the necessary disciplinary action and place it to the next Annual General Meeting for approval of termination.

 

13. FUNDS AND ACCOUNTS

(a). The TRUST’s fund shall be constituted as follows :

1. 1. Subscription from the members of the TRUST,
   2. Donation from Government and non-government organizations at home and abroad,
   3. Loan from domestic and external sources,
   4. Individual donations,
   5. Income from investments of Trust fund,
   6. Sale processes of journals, books  etc.

      

(b). All funds and property of the TRUST shall vest in the Executive Committee to carry out the purposes of the TRUST and shall not be used for any  purpose other than the objectives of the TRUST as per rule.

(c). All Income and expenditures shall be properly recorded and entered into the books of accounts with proper vouchers. The funds and accounts of the TRUST including documents related to the funds and accounts of the TRUST shall be maintained as per rules.

(d) Bank Account: The trust fund shall be deposited in one or more bank accounts as decided by E.C.  in scheduled bank (s) in savings and  or current accounts in the name of the TRUST. The bank accounts shall be  operated jointly. Treasurer along with either Chairman or Secretary. In the absence of any one of them, the Executive Committee shall nominate a member of the Executive Committee to act as signatory and notify it to the bank to accept for the period of absence.

14. AUDIT: Once at least in every year the accounts of the TRUST shall be examined and the correctness of the Balance sheet and the income and Expenditure Account ascertained as per rules by one or more auditor (s) appointed by the General Body as per the procedure laid hereunder :

1. 1. Each year at the Annual General Meeting the members shall appoint Auditor (s) to hold the audit of the trust for one year & shall fix the remuneration for such audits.
   2. An office bearer or any employee of the TRUST or any partner or any person in the employment of an office bearer or any person indebted to the TRUST shall not be eligible to be appointed as Auditor of the TRUST.
   3. The Executive Committee may fill any casual vacancy in the office of Auditor but while any such vacancy continues, other than a vacancy arising under the surviving or continuing Auditor (s), if any may act as Auditor(s).
   4. The remuneration of the Auditor(s) shall be fixed by the General Body in the Annual General Meeting except that the remuneration of Auditor/ (s0 appointed to fill any casual vacancy may be fixed by the Executive Committee.
   5. The Auditor(s) may be entitled to receive notice of and to attend any General Meeting of the TRUST if decided by E.C. at which any accounts which have been examined or reported on by him/ them are to be laid before the members and may make any statement or explanation he / they desire with respect to the accounts.
   6. Every account of the  TRUST when audited and approved by a General Meeting shall be conclusive except as regard to any error discovered therein within 90 days next after the approval thereof. Whenever any such error is discovered within that period the account shall forthwith be corrected and henceforth shall be conclusive.

 

15. MANAGEMENT: All primary members of the Trust shall comprise the General Body. General Body will be the top body of the Society and will decide on the policy related issues. The affairs of the TRUST shall be managed by an Executive Committee (E.C.) and shall consist of 23 (twenty three) office bearers. The E.C. can co-opt two members for better functioning of the Trust. The E.C. is constituted as follows:

 

(a) Chairman                                                               - 1 (one)

(b) Chairman elect                                                      - 1 (one)

(c) Vice – Chairman                                                   - 1 (one)

(d) Treasurer                                                               - 1 (one)

(e) Secretary                                                                - 1 (one)

(f) Joint Secretary                                                       - 1 (one)

(g) Scientific Secretary                                               - 1 (one)

(h) Social Welfare Secretary                                       - 1 (one)

(f) Office Secretary                                                     - 1  (one)

(g) Publication and Publicity Secretary                       -  1 (one)

(g) Members                                                               - 10 (ten)

(h) Principal of DMC  ex-officio                                 –1 (one)

(i) The immediate past Chairman & Secretary will be as Ex-officio member in the E.C. –2 (two)

 

16. Power and Function of the Office Bearers:

(a) Chairman : The Chairman shall be the head of the Trust. He shall preside over the meeting of the executive committee and also of Annual General Meeting. Extra- ordinary AGM etc.

(b) Chairman-Elect: In absence of Chairman he will do the job of Chairman.

(c) Vice – Chairman: In absence of Chairman & Chairman Elect he will do the job of Chairman.

(d) Treasurer : shall

1. be in charge of the funds of the trust
2. sign the cheques for payment of bills authorized by the E C jointly with any one of the  chairman and secretary or any other member nominated by the E. C. for  the purpose .
3. receive all payment on behalf of the trust
4. maintain proper account of the trust
5. prepare the annual budget and the audit report for placement at the annual general meeting.

(e) Secretary: shall be the chief executive of the Trust. He shall

                     i)         be the custodian of all records and properties of the trust

2. be responsible for convening all meetings of the trust and of the Executive Council in consultation with the chairman .
3. make and receive all correspondences on behalf of the trust
4. be responsible for proper execution of all decisions of E.C.

(f) Joint Secretary: In absence of Secretary he will do the job of Secretary.

 

(g) Scientific Secretary: Shall be responsible to organize scientific activities of the trust in consultation with secretary.

(h) Social Welfare Secretary: Shall be responsible to organize social activities in consultation with secretary.

(i) Office Secretary: Shall be responsible to maintain the office of the Trust in consultation with Secretary of the Trust.

(j) Publication and Publicity  Secretary: shall be responsible for electronic and print media publicity of the Trust activities and also organize public relations in consultation with Secretary.

(k) Members shall be responsible for any activity of the Trust assigned by Secretary.

 

17. Vacancy replacement:  Any office of the E.C shall be declared vacant on account of the following :

1. On expiry of the two years tenure or on resignation in writing.
2. Office bearer remains outside the country for a period exceeding 6 (six) months and has informed the secretary in writing about his/her absence .
3. Failure to attend three regular meeting of the Executive Committee consecutively without prior information to the Secretary, when the member has been duly informed about the meeting.
4. Office bearer of EC refuses to accept the responsibilities assigned to him/her by the Executive Committee or fails to carry out the responsibilities for the position he/she has been elected provided that the resolution to vacate a member of E.C. is adopted in a  meeting of the Executive Committee.
5. The existence of a vacancy in the Executive Committee shall in no way invalidate the 

      decisions of the said Executive Committee and the several Acts thereof.

6. The executive Committee may fill in a vacant position in the Executive committee by co-option

      until the next AGM. When the elections of the vacant position shall be held and the tenure for such vacant position shall be for the remaining period tenable by the same position .

 

18. THE POWERS AND FUNCTIONS OF THE EXECUTIVE COMMITEE

All executive and administrative powers and functions of the TRUST shall vest in the Executive  Committee and in that the Executive Committee powers and functions are :

1. To carry out the aims and objectives of the TRUST
2. To admit Primary, Donor and Affiliate members of the TRUST as per Rule
3. To deal with all matters related to the general administration of the TRUST
4. To deal with financial matters as per Rule
5. To recommend annual budget for approval by the general body
6. To collect, manage and disburse funds for matter of the TRUST
7. To raise grants/loan with or without interest or otherwise from Government, local authorities, bank or any person to implement the objects of the Trust.
8. To purchase, own, take on lease or otherwise acquire any land or property and / or contract or develop any building or structure for the purpose of the TRUST or for the student of Dhaka Medical College.
1. To give appointment to auditor (s) approved by the general body
10. To maintain proper books of account and prepare the audited balance sheet and annual report for adoption in the Annual General Meeting
11. To open and operate banking accounts with any bank(s)
50. To appoint committees or sub-committees from among the office bearers or from the general members
1000. To recommend amendments including additions and alteration of such rules and regulations for the approval of the General Body
14. To convene meeting of the General Body as per Rule
15. The Executive Committee shall be responsible collectively to the General Body for all decisions and actions taken by it during the year and shall not be required to give reasons for its decisions and actions to any individual member or any affiliated body

 

19. NOTICES: A notice may be given to any member of the TRUST as per following procedure :

1. A notice may be given by the TRUST, either personally or sending it by post or courier or e-mail or SMS  to his/her registered address recorded in its Register.
2. Notice of Annual General Meeting shall be given to every members by mail post and or others mentioned above.
3. An ordinary E.C. meeting shall be notified at least 7 (seven) days before.
4. Emergency EC meeting shall be convened and notified at any time before the meeting time and only one agendum to be discussed.

 

20. GENERAL MEETINGS

(a) Annual General Meeting (AGM): The General Body is the supreme body of the TRUST which shall meet in the Annual General Meeting (AGM) once a year, and in the Extra-Ordinary General Meeting and Emergency General Meetings as and when required. It will have the powers to approve and disprove any decisions and actions of the Executive Committee or of any office bearer and make or amend any Rule including the By-laws of the Trust. The notice for the date, time and place along with agenda shall be issued by the Secretary at least 21 days before the meeting. Notice of all resolution proposed to be moved by the member shall be given in writing at least 15 days before the Annual General Meeting. One-fifth of the members shall form the quorum and resolution shall be  adopted by a simple majority of the members present. If the quorum is not present within 30 minutes from the time scheduled for the AGM the meeting shall be declared adjourned by the chairman and shall be re-convened by the chairman at a convenient date & time and shall require no quorum for the re-convened meeting. The Chairman shall preside over the Annual General Meeting and shall be responsible for the conduct of the meeting. Any ruling by the Chairman of the meeting in conformity with the Articles shall be binding.

 

The following business shall be transacted in the Annual General Meeting :

1. Confirmation of the minutes of the previous General Meeting
2. Consideration of the Annual Report of the Secretary
3. Adoption of audited statement of accounts of previous year
4. Adoption of Annual Budget
5. Appointments of Auditor (s) and fixation of remuneration of the auditor (s)
6. Discussion on any matter proposed by the members in advance
7. Any other business on the agenda allowed by the chair

 

     In preparing the Agenda for Annual General Meeting the Executive Committee shall have the

     following rights :

1. To determine the order of business in the Agenda
2. To co-ordinate into one or more resolutions, all resolutions covering the same subject wholly or in part.
3. To reject any proposal or point of order which is inconsistent with the aims and objectives of the TRUST.

    (b) Extra Ordinary General Meeting: may be convened at any time by the Secretary in consultation with the Chairman on any single agenda. The quorum and other procedures will be like AGM.

(C) Requisition General Meeting: May be convened by at least 50 members of the trust if their request to convene a extra-ordinary general meeting on any agendum is not entertained by the Secretary. One fourth members will form the quorum of such meeting.

21. Executive Committee Meeting: shall be held at least once in every three months and one-third of the total of the Executive Committee members (fraction of more than half rounded off to next higher number) shall form quorum. If the quorum is not formed, the meeting will be adjourned and reconvened at a later date, when quorum will not be necessary.

22. Executive Committee Election: The tenure of the Executive Committee shall be two years, from 1^st  January to 31^st December. The election of EC shall be completed during the  tenure of the Executive Committee,  not later than 31^st December.  The Secretary shall not be elected for more than 2 consecutive terms. Only the Life Members and  the General Members having consecutive membership  for 7 years shall be eligible for candidature of the E.C. None shall contest for more than one post of the Executive Committee. The election shall follow the procedure as detailed below:

(a) The election of the Office bearers of the Executive Committee of the Trust shall be held  by direct ballot .  

 

(b) The election shall be conducted by an election commission appointed by the Executive Committee.  The members of the election commission shall be the  members of the Trust. The members of election commission cannot contest in the concerned election.

 

(c) The provisional voter’s list of the election shall be prepared and published with the names of the members enrolled in the Register of members at least 60 days before the date of election. The last date for correction of names in the voter list shall be 45 days before election.

 

(d) A notice of the election stating the date fixed for the election shall be given by the election commission to all members of the Trust not less than 45 days before the date of election.

 

(e) The final voters list shall be hung up by the election commission at least 30 days before the date of election.

 

(f) The nomination papers in the prescribed form of the eligible candidates duly proposed and seconded by the members of the Trust must reach the  election Commission at least 21 days before the date of election. The election commission shall scrutinize the nomination papers with in 2 (two) working days after the closing time of receiving of the nomination papers in presence of the candidate or his/her representative and publish the names of the valid candidates for the election.

 

(g) Any candidate can withdraw his/her name from the candidature 15 days before the date of election by submitting a withdrawal letter in the prescribed form to the election Commission.

 

(h) The final list of the contesting candidates shall be published 14 days before the date of election by the Election Commission.

 

(i)  The election Commission shall scrutinize and count the votes in presence of the candidates or their agents after the closing time of election.

 

(j)  The results of the election shall be declared by the election Commission within 24 hours of closing time of vote casting.

 

(k) The EC  shall take over the charge from the previous EC within one week of election.

 

(l) If election could not be held duly for force majeure then election must be held within 90 days. The previous EC will continue functioning during this period. This period will be curtailed from the next tenure.

 

 

23. AMENDMETS AND ALTERATIONS OF THE RULES AND BYLAWS : Any of these Articles or any other Rules or Bye-laws may be amended and / or altered by the general Body with two thirds majority of the members present. All proposed amendments to the Rules and Regulations of the  Trust shall first be placed before the Executive Committee and ratified by at least half of the Executive Committee. The ratified amendments shall thereafter be placed before the General Body for approval.

Any amendment to the constitution laws &    Bye-laws may shall be submitted by any members at any time of the year but not less than 30 days before the AGM.

 

24. SEAL: The seal of the TRUST shall not be affixed to an instrument except by the authority of a resolution of the board and in the presence of at least two members of the EC or such other person as the EC may appoint for the purpose they shall sign every instrument to which the seal of the TRUST is so affixed in the presence.

 

25. OPERATIONS OF THE ARTICLES OF ASSOCIATION

(a)  All the provisions of the companies Act 1860 as applicable shall also apply for the TRUST

(b)  The Articles of the Association containing the aims, objectives, rules and regulations of the TRUST shall come into operation forthwith and a copy of these Articles shall be sent to each of the members on his/ her becoming a member of the TRUST

26. DISSOLUTION : If upon winding up or dissolution of the Trust there remain after satisfaction of all debts and liabilities any asset, income or property whatsoever, the same shall not or paid to or distributed amongst the members of the Trust but shall be given or transferred to some other organization or society having objectives similar to objectives of this Trust to be determined by 4/5^th (four-fifth) of the members present in a Annual General Meeting (AGM) with approval of the relevant government registration authority at or before the time of the aforesaid winding up or dissolution and in default thereof by such judge of the High Court as may have jurisdiction in the matter .