IRDG has been registered as a guarantee company on the
13th June 2016
ARTICLES OF ASSOCIATION
INSTITUTE OF REGIONAL DEVELOPMENT AND GOVERNANCE (GUARANTEE) LIMITED
- In these Articles, save where the context otherwise requires:
(a) The following definitions shall be applied:
"the Institute" mans the Company incorporated as "Institute of Regional Development and Governance Guarantee Limited".
"the Act" means the Companies Act No. 7 of 2007 of Sri Lanka and any amendments thereto.
"Board" means the Board of Directors of the Institute.
“Members” means members of the Institute
" Management Committee" means the committee appointed as such by the Board pursuant to paragraph 45 of these Articles.
“the Office” means the registered office of the Institute.
"the Register" means the Register of Members of the Institute kept pursuant to the Act.
“the Registrar" means the Registrar General of Companies.
“these Articles" means these Articles of Association in their present form or as may be altered from time to time.
"in writing or written" includes cable and fax messages and any mode of reproducing words in a legible and non-transitory form.
(b) In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, words importing any gender shall include all other genders and references to persons shall include corporations (acting, where applicable, by their duly authorized representatives).
(c) Subject as aforesaid, any words defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
(d) The headings and any marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
OBJECTIVES OF THE INSTITUTE
- The objectives of the Institute shall be to
- support local institution’s preparedness for the challenges of post war recovery by developing and strengthening capacities and capabilities for good governance and development
- serve as Information Resource Centre to provide necessary analysis for fact based research, information and knowledge pertaining to socio- economic development.
- promote model development interventions, programs and planning culture for sustainable development and wellbeing of the people in the region
- carry out advocacy programs
- to ensure continuous innovations, changes in society and governance culture to enable all stakeholders to effectively play their roles and for the communities to enjoy development benefits without discrimination
- to enable a holistic approach in the delivery of services by institutions and intermediaries of development and governance
APPLICATION OF INCOME AND PROPERTY
- 3. The income and assets of the Institute, shall be applied solely towards the promotion of the objectives of the Institute as set forth in Articles of Association, and no portion thereof shall be paid to or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Institute.
- The liability of the members of the Institute is limited
- Every member of the Company undertakes to contribute, to the assets of the Company in the event of the same being wound up while he/she is a member or within one year after he/she ceases to be a member for the payment of the debts and liabilities of the Company contracted before he/she ceases to be a member; and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding Rupees Fifteen Thousand (Rs. l5,OOO.OO)
- The Board shall determine from time to time the eligibility for admission to membership of the Institute.
- Any person, individual, institution or corporate who subscribes to the objectives of the Institute and who may to be a legal or natural person may apply in writing the Board to be admitted as a member of the Institute. The Board may in their absolute discretion admit or reject any application.
All members duly appointed by the board will be entitled to become the directors of the Institute.
- The membership and rights of a member are not transferable. A member shall cease to be a member of the Institute if such member:
(a) resigns by giving in writing to the Board to become effective one (1) month after the receipt of such notice unless the Board notifies such member that it accepts a shorter notice;
(b) violates any rules/ sub rules of the Institute or prevents the fulfilment of any object of the Institute.
(c) is removed by an ordinary resolution at a general meeting. This notice calling the general meeting shall specify the reason for such removal and in that event such member shall be entitled to be heard on the resolution at the meeting; or
(d) is convicted of any indictable offence, dies, is adjudged bankrupt, compounds with creditors, is deemed to be of unsound mind or is affected by circumstances analogous thereto concerning the inability to meet debts.
- Any person organisation or corporation who or which has rendered outstanding service towards the formation and or significant progress of the Institute is invited by the Board as a founder member. Such member shall have the same privileges as any other member but shall not be eligible to vote at a meeting of the Institute.
A separate register of promotors shall be maintained at the office.
MEETINGS OF MEMBERS
- 10. A meeting of members may determine its own procedure to the extent that it is not governed by these Articles. A meeting of members may be held either by a number of members who constitute a quorum, being assembled together at the place date and time appointed for the meeting; or by means of audio, or audio and visual communication by which all members participating and constituting a quorum, can simultaneously hear each other throughout the meeting.
NOTICE OF MEETINGS
- Written notice of the time and place of a meeting of members must be given to every member entitled to receive notice of the meeting and to every Member of the Board. Not less than fifteen working days’ notice shall be given of any meeting at which it is intended to propose a resolution as a special resolution and not less than ten working days’ notice shall be given of a meeting, in any other case. Notice may be given by electronic means as deemed applicable by the members.
- The notice must set out:
(a) the nature of the business to be transacted at the meeting in sufficient detail to enable a member to form a reasoned judgment in relation to it; and
(b) the text of any resolution to be submitted to the meeting.
- An irregularity in a notice of a meeting may be waived in terms of section
135 (3) of the Act.
- If a meeting of members is adjourned for less than thirty days, it shall not be necessary to give notice of the time and place of the adjourned meeting, other than by announcement of the adjournment at the meeting which is adjourned.
QUORUM FOR MEETINGS OF MEMBERS
- The following details information about quorum for meetings of members (a) Subject to paragraph (c) of this Article, no business may be transacted at a meeting of members if a quorum is not present.
(b) A quorum for a meeting of members shall be 04 Members present in person and the quorum must continue to be present throughout the meeting.
(c) If a quorum is not present within thirty minutes after the time appointed for the meeting, the meeting is adjourned to the same day in the following week at the same time and place, or to such other date, time and place as the Board may appoint. If at the adjourned meeting, a quorum is not present within thirty minutes after the time appointed for the meeting, the members present or their proxies shall be deemed to form a quorum. However, decisions made at such a meeting would
"require the subsequent ratification of the full quorum at the immediate next meeting.
CHIEF EXECUTIVE OFFICER
The following article details the roles and responsibilities of the Chief Executive Officer
The Chief Executive Officer shall be one of the members of the Board elected by a majority vote of the members of the Board. The Chief Executive Officer shall hold office for a term of one year and shall be eligible for re-election.
The Chief Executive Officer shall exercise powers as directed by the board of directors from time to time in carrying out the business of the Institute and also exercise all such powers of the Institute as given by the Act or by these Articles or as required to be exercised by the Institute at general meetings, subejet to any provision in these Articles, the Act or any resolution as may be passed by the Institute at a general meeting; but no such resolution shall invalidate any prior act of the board
- 16. The following article details the roles and responsibilities of the
(a) The Chief Executive Officer shall be the Chairperson of the board of directors. and in his absence the Chairperson shall be one of the members of the Board elected by a majority vote of the members of the Board. The Chairperson shall hold office for a term of one year and shall be eligible for re-election. If the Chairperson is present at a meeting of members he or she shall chair the meeting.
(b) If at any meeting of members, the Chairperson is not present within fifteen minutes of the time appointed for the commencement of the meeting, the Treasurer shall act as the Chairperson and in his absence the members present may choose one of the members of the Board to act as Chairperson of the meeting.
- The following article details information about voting at General Membership meetings.
(a) Unless a poll is demanded, voting at the meeting shall be by a show of hands. A declaration by the Chairperson of the meeting that the resolution is carried by the requisite majority is conclusive evidence of that fact.
(b) A poll may be demanded by not less than five members having the right to vote at the meeting. A poll may be demanded either before or after the vote is taken on a resolution. A poll can be taken using audio/visual technology.
(c) The Chairperson shall be entitled to a casting vote.
- A member may exercise the right to vote either by being present in person or by proxy. A proxy for a member is entitled to attend and be heard at a meeting of members as if the proxy were the member.
- A proxy must be appointed by notice in writing signed by the member. The notice must state whether the appointment is for a particular meeting, or for a specified term.
- No proxy is effective in relation to a meeting, unless a copy of the notice of appointment is given to the Institute not -less than twenty-four hours before the date of the meeting.
- The Board must ensure that minutes are kept of all proceedings at meetings of members.
- Minutes which have been signed by the Chairperson of the meeting are prima facie evidence of the proceedings.
CORPORATIONS MAY ACT BY REPRESENTATIVES
- A body corporate which is a member may appoint a representative to attend a meeting of members and vote thereat on its behalf in the same manner as it could appoint a proxy.
ANNUAL GENERAL MEETINGS
- The Board must call an annual meeting of the Institute to be held once in each calendar year. The Institute need not hold its first annual meeting in the calendar year of its incorporation, but must hold that meeting within eighteen months of its incorporation.
EXTRAORDINARY GENERAL MEETINGS
- The Board may call an extraordinary meeting of members at any time and shall call an extraordinary general meeting if requested by members in accordance with the Act.
BOARD OF DIRECTORS
- The Board shall comprise of persons nominated from and by the general membership and shall consist of Maximum number of Six Directors.
All members duly elected shall be the directors of the Institute.
- Unless and until otherwise determined by ordinary resolution of the Institute at a general meeting, the number of members of the Board shall be no fewer than two.
- The first members of the Board shall be the subscribers to the Articles of Association.
- The Chairperson, shall be elected by the members of the Board from amongst them.
- A member of the Board may appoint an alternate approved by all the other members of the Board to act in his place and in his stead during any period that he is overseas.
- The term of office of a member of the Board shall be three years and a retiring member shall be eligible for re-election or for re-appointment (as the case may be). The members of the Institute at a general meeting may by special resolution remove any member of the Board before the expiration of the period of his office. Any member of the Board elected or appointed (as the case may be) to fill a casual vacancy or in substitution of a person removed from office shall be subject to retirement at the same time as if he became a member of the Board on the day on which the person in whose place he is elected or appointed was last elected or appointed.
- All acts done by any meeting of the Board or by any persons acting as members of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board.
POWERS OF THE BOARD
- The business of the Institute shall be managed by the Board, who may exercise all such powers of the Institute as are given by the Act or by these Articles or as required to be exercised by the Institute at general meetings, subject to any provision in these Articles, the Act or any resolution as may be passed by the Institute at a general meeting; but no such resolution shall invalidate any prior act of the Board. The general powers given to the Board by this Article shall be in addition to, and not limited or restricted by, any special authority or power given to the Board by any other Article.
- The Board shall be at full liberty to employ any contractor, manager, Solicitor, accountant, banker, broker, fund manager, clerk, workman, employee, servant or any agent to transact all or any business of whatever nature which they are required or permitted to do including the receipt and payment of money.
- The Board may from time to time and at any time by power of attorney or other instrument appoint any person or body of persons to be the attorney or attorneys of the Institute for such purposes and with such powers, authority and discretion (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other instrument which may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
- All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferrable instruments, and all receipts for moneys paid to the Institute shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
- The Board may exercise all the powers of the Institute to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) of the Institute as well as grant donations. The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all mortgages and charges affecting the property of the Company as well as property granted as donations and shall duly comply with the requirements of the Act with regard to the registration of mortgages and charges therein specified and otherwise.
DISQUALIFICATION OF MEMBERS OF THE BOARD
- 38. The office of a member of the Board shall ipso facto be "vacated if he / she:
(a) holds any other office of profit under the Institute; or
(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) is prohibited from being a director of a company by reason of any disqualification order made under provisions of the Act; or
(d) deemed to be of unsound mind; or
(e) resigns his office by giving notice in writing to the Institute; or
(f) has been absent without permission of the Board from meetings of the Board for a period of three months; or
(g) directly or indirectly holds an interest in any contract with the Institute (being a contract of significance in relation to the Institute) and if such interest in the contract is a material interest, fails to declare the nature of his interest in a manner required by the Act.
(h) or if all other members of the Board agree unanimously that he should cease to hold office.
INTERESTS OF MEMBERS OF THE BOARD IN CONTRACTS WITH THE INSTITUTE
- 39. A member of the Board may enter into contracts or arrangements or have dealings with the Institute provided he declares the nature of his interest in a manner required by the Act, but he shall not be entitled to vote thereon or upon any matter arising there from, and he shall not be reckoned in constituting a quorum when any such contract, arrangement or dealing is under consideration. Such dealings or transactions shall be recorded by the Treasurer in a register to be maintained for such purposes.
Additionally, whenever a director, member, officer or highly compensated employee of the Institute has a financial interest in a company with which the Institute transacts business, the director, member, officer and/or employee must disclose such relationship to the Board and the Board must approve the transaction.
PROCEEDINGS OF MEMBERS OF THE BOARD
- The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Until otherwise determined, 02 shall constitute a quorum. Questions arising at any meeting of the Board shall be decided by a majority of votes present. In case of an equality of votes the Chairman shall have a second or casting vote. The Board shall meet at least four times a year.
- The Board may act notwithstanding any vacancy, but if the number of members of the Board is reduced below the number fixed by or pursuant to these Articles as the necessary quorum the continuing members of the Board may act for the purpose of summoning a general meeting to fill vacancies, but for no other purpose.
- The Secretary, on the requisition of at least two members of the Board, shall convene a meeting of the Board. Not less than 7 days' notice in writing of any meeting shall be given to each member of the Board unless such notice is waived in writing by at least 3/4th of the members of the Board.
- If at any meeting of the Board, the Chairperson is not present within ten minutes after the time appointed for holding the same, the Treasurer shall preside or in his absence the members of the Board present shall choose one of their numbers to be Chairman of such meeting.
- A resolution in writing signed by all the members of the Board for the time being or their alternates shall be as effective for all purposes as a resolution passed at a meeting duly convened, held and constituted. A facsimile or electronic message of confirmation of such resolution in writing sent by a member of the Board shall be deemed to be his signature to such resolution in writing for the purposes of this Article and such resolution in writing may in such circumstances consist of more than one document.
The Board shall appoint one or many Management Committees consisting of at least 02 persons per committee who shall have the sole responsibility of implementing the organizational constitution and guidance and management towards achieving the scope of work determined by the board for that respective committee in fulfilling organizational objectives. The Management Committee may include persons who are members of the Board.
The Management Committee shall consist of:
- Researchers and other professional from within Sri Lanka or overseas.
Such committee may be appointed by the Board at its sole discretion as and when deemed necessary for the continuance of the purpose of the Institute.
- The Board shall have power to remove any person, from the Management Committee at any time.
- 47. The members of the Management Committee shall hold office until incapacity, death, resignation by the member, or removal by the Board.
(a) The Management Committee shall in the exercise of its powers conform to any regulations that may be imposed on it by the Board. The regulations herein contained for the meetings and proceedings of the Board shall, so far as not altered by any regulations made by the Board, apply also to the meetings and proceedings of the Management Committee.
(b) Any member of the Management Committee may resign his office by notice in writing addressed to the Board.
(c) The Management Committee shall make such comments observations and recommendations to the Board as shall seem appropriate to the Implementing Committee concerning the charitable objectives of the Institute and, in particular, shall select and recommend to the Board such charitable institutions or charitable organizations (whether incorporated or unincorporated) for the making of grants or donations by the Company, scrutinize and process applications for grants, donations or scholarships for such of the charitable purposes of the Company and make such recommendations to the Board regarding approval of such applications by the Board and the exercise of any of the powers of the Board in relation thereto for implementation after the same shall have been approved by the Board.
(d) All acts done by any meeting of the Management Committee or by any persons acting as members of the Implementation Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Implementation Committee.
- The Board shall cause minutes to be entered in books kept for the purpose of:
(a) all appointments of officers made by it;
(b) of the names of the members of the Board and any of their alternates present at each meeting;
(c) all resolutions and proceedings at all meetings of the Institute of the Board and of the Implementation Committee.
CONTRACTS OF THE INSTITUTE
- 49. The Board may exercise all the powers conferred by Section 19 of the Act with respect to contracts of the Institute and such powers shall be in the hands of the Board.
- All other contracts and instruments entered into by the Institute shall be signed by such person or persons as the Board may from time to time appoint.
- The Board shall appoint a Secretary of the Institute for such period, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. All letters, statements, notices or other communication sent or issued by the Board shall be under the signature of the secretary who shall sign by order of the Board.
MANAGEMENT OF FUNDS
- The Board shall maintain accounts with a recognised bank or financial institution in Sri Lanka in the name of the Institute including fixed deposits as deemed appropriate for the conduct of the affairs of the Institute.
- The Board shall be responsible for the management of the Funds of the Institute and the maintenance of the accounts of the Institute.
ACCOUNTS AND AUDIT
- The Board must ensure that the Institute keeps accounting records which
(a) correctly record and explain the Institute's transactions;
(b) will at any time enable the financial position of the Institute to be determined with reasonable accuracy;
(c) will enable the Board to prepare financial statements in accordance with the Act; and
(d) will enable the financial statements of the Institute to be readily and properly audited.
- The accounting records must comply with subsection (2) of section 148 of the Act.
- The Board shall ensure that within six months after the balance sheet date of the Institute, financial statements which comply with section 150 of the Act are completed in relation to that balance sheet date and are dated and signed on behalf of the Board by two of its members.
- At every annual general meeting of members, the Institute must appoint an auditor for the following year in accordance with section 154 of the Act. An auditor who is appointed at an annual meeting is deemed to be reappointed at the following annual meeting, unless
(a) he is not qualified for re-appointment;
(b) the members resolve at that meeting to appoint another person in his place; or
(c) the auditor has given notice to the Institute that he does not wish to be re-appointed.
- The Board shall within six months after the balance sheet date of the Institute, prepare an annual report on the affairs of the Institute during the accounting period ending on that date which complies with section 166 of this Act. The Board must send a copy of the annual report to every member not less than fifteen working days before the date fixed for holding the annual general meeting of members.
DOCUMENTS TO BE KEPT BY THE INSTITUTE
- 59. The Institute must keep at its registered office or at some other place notice of which has been given to the Registrar in accordance with subsection (4) of section 116 and section 117 of the Act, the following documents, the maintaining of which shall be the responsibility of the Secretary/Treasurer:
(a) the certificate of incorporation and the articles of the Institute;
(b) minutes of all meetings and resolutions of members within the last ten years;
(c) minutes of all meetings and resolutions of the Board and any of the Implementation Committee within the last ten years;
(d) the register of members of the Board and secretaries required to be kept under section 223 of the Act;
(e) copies of all written communication to all members during the last ten years, including annual reports prepared under article 58.
(f) copies of all financial statements required to be completed under this Act for the last ten completed accounting periods of the Institute;
(g) the copies of instruments creating or evidencing charges and the register of charges required to be kept under sections 109 and 110 of the Act; and
(h) the accounting records required by section 148 of the Act for the current accounting period and for the last ten completed accounting periods of the Institute.
- "The references in paragraph (1) of this article to "ten years" and to "ten completed accounting periods" shall include such lesser periods as the Registrar may approve, by notice in writing to the Institute.
(a) electronic copies of all the about documents shall be maintained by the Secretary/ Treasurer until the prescribe period is over.
ACCESS TO DOCUMENTS
- 61. The members of the Board are entitled to have access to the records of the Institute in accordance with section 118 of the Act.
- A member of the Institute is entitled to inspect the documents referred to in section 119 of the Act, in the manner specified in section 121 of the Act; and to require copies of or extracts from any document which he may inspect, within five working days of making a request in writing for the copy or extract, on payment of any reasonable copying and administration fee determined by the Board.
The ownership of all research, analysis, reports and publications shall reside with the Institute.
CHANGE OF NAME
- The Institute may change its name by special resolution in accordance with section 8 of the Act.
NOTICES BY THE INSTITUTE
- Where the Institute is required to send any document to a member or to give notice of any matter to a member, it shall be sufficient for the Institute to send the document or notice to the registered address of the member by ordinary post or electronically. Any document or notice so sent is deemed to have been received by the member within three working days of the "posting of a properly addressed and prepaid letter containing the document or notice.
- A member whose registered address is outside Sri Lanka may give notice to the Institute of an address in Sri Lanka to which all documents and notices are to be sent, and the Institute shall treat that address as the registered address of the member for all purposes. Additionally, any such electronic mail address which such member has authorized the Institute in writing shall be deemed as the registered address for all correspondence purposes when dealing with the Institute.
REGISTRATION AS VOLUNTARY SOCIAL SERVICE ORGANISATION
- The Company being a ‘Voluntary social service organization ‘as defined under the Voluntary Social Service Organisation(Registration and Supervision) Act, shall take steps to register under the said Act after incorporation.
WINDING UP OR DISSOLUTION
- If upon the winding up or dissolution of the Institute there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Institute, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Institute and which shall prohibit the distribution of its or their income and property among its or their members to the same extent as is imposed on the Institute under or by virtue of paragraph 3 of these Articles of Association, such institution or institutions to be determined by the members of the Institute at or before the time of dissolution and, in default thereof by a judge of the High Court in terms of the Act having jurisdiction in regard to charitable funds, and, if and so far as effect cannot be given to such provision, then to some charitable object/s and in such manner as the members of the Institute shall determine.
We the initial members of the proposed Institute whose names addresses and descriptions are set out hereunder have agreed to the foregoing Articles of Association.
NAME, ADDRESSES SIGNATURES
- SIVAGURUNATHAN RANGARAJAH
NO.7, MUTHALIYAR LANE,
CHUNDUKULI, JAFFNA ---------------------------------------
- NAGARAJAH NARENDRAN
11, FAIRMONT AVENUE, BAULKHAM HILLS,
NSW 2154 AUSTRALIA
No.49, Raja Veethy, Kalviyankaadu,
Nallur, Jaffna. ---------------------------------------
- JEEVA PERUMALPILLAI
77, KKS ROAD, JAFFNA. ---------------------------------------
- SIVAGNANASUNDARAM JEYAVARMAN
19 1/6, STATION COURT,
COLOMBO 06 . ---------------------------------------