Uttarakhand Cricket Association MOU
VOTE OF MEMBERS :-
- Every member of the Company shall have one vote. On a show of hands or on a ballot every Member present in person in person and entitled to vote shall have one vote, and upon a poll every member present in person or by proxy shall have one vote. Vote may be given either personally or by proxy. The instrument appointment a proxy shall be in writing and signed by the appointer in the form prescribed in Schedule-IX to Companies Act 1956 and a proxy need not be member of the Association. The instrument appointing a proxy shall be deposited at the registered office of the Association not less than forty eight hours before the meeting of the company.
EXECUTIVEE COMMITTEE :-
- The Executive Committee shall consist of a President, one Senior Vice President, one Additional Vice President and one Dy. Vice President, one Honorary Secretary, four Hony. Joint Secretary, and fifteen more members, three of whom can be the nominees of the Govt. of India. The Govt. nominees shall be the Honorary Members till such time as they remain on the Executive Committee at any time.
- The following office bearers namely one President, three Vice-President, one Hony. Secretary, four Hony. Joint Secretary shall hold the office till the conclusion of the Board. The existence of the Executive Committee is determined by the Board.
- Any member of the Executive Committee absent (except on account of illness or with the consent of the Executive Committee) from three Consecutive Committee Meetings shall be deemed to have vacated his appointment. The resulting casual vacancy may be filled up by the President, but any person so appointed shall remain in his office so long only as the vacating member would have retained the same as if no vacancy had occurred.
- The Executive Committee shall meet not less than once in every six months of each calendar year.
- Seven Members of the Executive Committee shall once in every six months of each calendar year.
- The President shall be the Chairman of all meetings of the Executive Committee at which he is present.
In the absence of the president, the Add Vice President and likewise shall be the Chairman of that Meeting.
- Subject to section 252 and 259 of the Act, the number of the Directors of the Company shall not be less than three and not more than eleven.
- The Company in general meeting may from time to time, increase institution and/or any Central or State Government reffered to in the Articles as “The Corporation” or enters into underwriting arrangements that the Corporation shall have the right to appoint one or more Directors then subject to the terms conditions of such loans or underwriting arrangements the corporation shall be entitled to appoint one or more directors as the case may be to the Board of Directors of the Company and to remove from office any Directors, so appointed who resigns or otherwise vacates his office. Any such appointment or removal shall be made in writing and shall be signed by the Corporation or by any person duly authorized by it and shall be served at the office of the Company. The Director or Directors so appointed shall not be liable to retire by rotation of Directors in accordance with provisions of these Articles, but he/they shall be counted in determining the number of retiring directors.
- A Director of the Company shall not be required to hold any share as his qualification, because the Company is limited by Guarantee not by shares.
- The continuing Directors may act not withstanding any vacancy in their body, but so that if the number falls below the minimum above fixed, the Board shall not except for the purpose of filling vacancies or for summoning a general meeting of the Company, act so long as the number is below the minimum.
- The office of a Director shall ipso facto become vacant, if at any time he commits any of the acts set out in Section 283 of the Act.
- Every Director shall comply with provisions of Section 297 and 299 of the Act regarding disclosure of his concern or interest in any contract or arrangement entered into or to be entered into by the Company.
- Save as permitted by Section 300 of the Act or any other applicable provisions of the Act, no Director shall, as a Director, take any part in the discussion, of, or vote on any contract or arrangement in which he is in any way, whether directly or indirectly concerned or interested, nor shall his presence counted for the purpose of forming a quorum at the time of such discussion or vote.
- The Board shall have power, at any time and from time to time, to appoint any person as additional Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall hold office only until the next Annual General Meeting of the Company and shall then be eligible for re-appointment.
- Subject to section 313 of the Act, the Directors may appoint any person to act as alternate Director for a Director during the latter’s absence for a period of not less than three months form the State in which meeting of the Directors are ordinarily held and such appointment shall have effect and such appointee while he/she holds office as an alternate Director shall be entitled to notice of meetings of the Directors and to attend and vote thereat accordingly, but he shall ipso facto vacate office if and when the absent Director returns to the State in which meeting of the Directors are ordinarily held or the absent Director vacates office as a Director.
- If any Director appointed by the Company in General Meeting vacates office as a Director before his term of office will expire in the normal course the resulting casual vacancy may be filled up by the Board at a meeting of the Board, but any person so appointed shall remain in his office so long only as the vacating Director would have retained the same if no vacancy had occurred. Provided that the Board may not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under Article 61.
- At each Annual General Meeting of the Company one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one third shall retire form office.
- Subject to the provisions of these Articles, the Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day those to retire shall, in default of and subject to any agreement among themselves, be determined by lot.
- The Company may remove any Director before the expiration of his period of office in accordance with the provisions of Section 284 of the Act may, subject to the provisions of Section 262 of the Act, appoint another person in his place if the Director so removed was appointed by the Company in General Meeting or by the Board under Articles 105 and 107.
- Subject to the provisions of Sections 316 and 317 of the Act, the Board may, from time to time, appoint one or more Directors to be Executive Directors(s) of the Company, as-per the provisions of any contract betweet him and the Company) remove or dismiss him from office and appoint another in his palace.
- (a) Subject to the provisions of Section 255 of the Act, a Executive Director/Managing Director shall not, while he continues to hold that office be subject to retirement by rotation. However, he shall be counted in determining the number of directors to be retired by rotation but(subject to the provisions of any contract between him and the Company) he shall be subject to the same provisions as to resignation and removal as the other Directors and he shall, ipso facto and immediately, cease to be a Executive Director/Managing Director if he ceases to hold the office of Director from any cause. However, he shall be counted in determining the number of meeting Directors.
(b) If at any time the total number of Executive Directors/Managing Directors is more than one-third of the total number of Directors, the Executive Directors/Managing Directors who shall not retire shall be determined by and in accordance with their respective seniorities. For the purpose of this Article the seniorities of the Managing Directors shall be determined by the date of their respective appointments as Executive Directors/Managing Directors by the Board.
- Subject to the provisions of the Act and in particular to the prohibitions and restrictions contained in Section 292 and 293 thereof, the Board may, from time to time entrust to and confer upon a Executive Directors/Managing Directors for the time being such of the powers exercisable under these presents by the Board as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as it thinks fit and the Board may confer such powers, either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Board in that behalf, and may, from to time, revoke, withdraw, alter or vary all or any of such powers.
- Subject to the provisions of section 283(2) of the Act, the office of a Director shall become vacant if:
(a) he is found to be of unsound mind by a Court of competent jurisdiction; or
(b) he applies to be adjudicated as an insolvent; or
(c) he adjudicated an insolvent; or
(d) he absents himself from three consecutive meetings of the Board without obtaining leave of absence from the Board; or
(e) he becomes disqualified by an order of the Court under section 203 of the Act;
(f) he is removed in pursuance of section 284 of the Act; or
(g) he (whether by himself or by any person for his benefit or on him account) or any firm in which he is a partner or any private company of which he is a Director accepts a loan or any guarantee or security for a loan from the company in contravention of section 295 of the Act; or
(h) he acts in contravention of section 299 of the Act and by virtue of such contravention shall have been deemed to have vacated office; or
(i) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect of thereof to imprisonment for not less than six months.
PROCEEDINGS OF DIRECTORS :-
- The Directors shall meet together at least once in every three calendar months for the despatch of business and may adjourn and otherwise regulate their meetings and proceeding as they think fit. Notice of every meeting of the Directors together with the agenda of the business to be transacted there shall be given in writing by a Director or such other officer of the Company duly authorised in this behalf to every Director whether within or outside India. Such notice shall be sent by registered air mail post or by capable so as to reach the addressee thereof in the Directors agree by a prior consent accorded in writing or by a capable of such meeting being held on shorter notice. Provided that where an alternate Director has been appointed it shall be sufficient for purposes of this Article to send notice to or obtain consent of such alternate Director only.
- Director may at any time and the Secretary shall upon the request of a Director made at any time, convene a meeting of the Board.
- The Board may appoint a Chairman subject to condition that he may not be the Director/Member of the more than five Management Committee/Board of Directors of the Companies as well as Cooperative Society and determine the Period for which he is to hold office, if no Chairman is appointed, or if at any meeting of the Board the Chairman be not present within fifteen minutes after the time appointed for holding the same, Directors present shall choose some one of their number to be Chairman of such meeting. The Chairman of the Board cannot be the President of Executive Committee and vice-versa.
- The quorum for a meeting of the Board shall be minimum two or 1/3rd of total strength whichever is higher subject to the provisions of Section 287 of the Act, if a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint.
- A meeting of the Board at which a quorum be present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles or the Act for the time being vested in or exercisable by the Board.
- Subject to the provisions of Sections 316 and 372(5) and 386 of the Act, questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes the Chairman shall have a second or casting vote.
- The Board may, subject to the provisions of the Act, from time to time and at any time, delegate any of its power to a committee consisting of such Director or Directors as it thinks fit, and may, from time to time, revoke such delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may, from time to time be imposed upon it by the Board.
- The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far the same are applicable thereto, and/or not superseded by any regulations made by the Board under the last preceding Article.
- All acts done by any meeting of the Directors, shall notwithstanding that it may afterwards be discovered that there was some defect in the appointment of any one or more of such Directors or of any person acting as aforesaid, or that they or any of them were disqualified or had vacated office by virtue of any provision contained in the Act or in these Articles be as valid as if every such Director or person had been duly appointed and was qualified to be a Director and had not vacated such office provided that nothing in this Article shall be deemed to give validity to acts done by a Director after the appointment of such Director has been shown to be invalid or to have terminated.
- Save in those cases where a resolution is required by Sections 262,292,297,319 and 372(5) and 386 of the Act or any other provisions of the Act to be passed at a meeting of the Board, resolution shall be valid and effectual as if it had been passed at a meeting of the Board or Committee of the Board, as the case may be, duly called and constituted if it is passed by circulation in the manner as provided in Section 289 of the Act.
- (a) The Board shall, in accordance with the provisions of Section 193 of the Act, cause minutes to be kept of proceedings of every general meeting of the Company and of every meeting of the Board or of every Committee of the Board.
(b) Any such minutes of proceedings of any meeting of the Board or of any Committee of the Board or of the Company in general meeting, if kept in accordance with the provisions of section 193 of the Act, shall be evidence of the matters stated in such minutes. The minute books of general meetings of the Company shall be kept at the office and shall be open to inspection by members during the hours of 11 a.m. and 1 p.m. on such business days as the Act requires them to be open for inspection.
POWERS OF THE BOARD :-
- (a) Subject to the provisions of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise and do; provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the Memorandum of Association of the Company or by these Articles or otherwise, to be exercised or done by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulations had not been made.
Without prejudice to the general powers conferred by the preceding Article, the Directors may, from to time and at any time, subject to the restrictions contained in the Act, delegate to managers, secretaries, officers, assistants and other employees or other persons any of the powers, authorities and discretions for the time being vested in the Board and the Board may, at any time remove any person so appointed and may annual or vary such delegation.
- The Board will exercise and perform the following powers and duties:-
(a) To appoint and dismiss employees & servants and to fix their wages and remuneration. No employee shall be appointed without prior approval of the Board.
(b) To register and increase the total number of members.
(c) To prohibit the use of nay facility & amenity over which the company may have control by any Member who may be indebted to the Company.
(d) To impose, increase and reduce entrance fee and subscriptions payable by members.
(e) To write off in the accounts such as they may deem expedient in respect of bad and doubtful debts and otherwise.
(f) To appoint executive committee, sports committee and sub-committees consisting of its member together with or without other members.
(g) To delegate to committees such powers as may deem expedient.
(h) To purchase or otherwise acquire any property rights or privileges which the company is authorised to acquire at such price and generally on such terms and conditions they shall think fit.
(i) At their discretion to pay for any property rights or privileges acquired by or services rendered to the company.
(j) To secure the fulfillment of any contract or agreements entered into by the company by mortgage or charge of all or any of the property of the company or such other manners, as they may think fit.
(k) To pay cost charges and expenses, preliminary and incidental to the promotion, formation, establishment and registration of the company.
(l) To appoint any persons whether incorporated or not to accept and held intrust for the company any property belonging to the company or in which it is interested or for any other purpose and to execute and do all such deeds and things as may be requisite in relation to any such trust and provide for the remuneration of such trustee(S).
(m) To invest and deal with any moneys of the company not immediately required for the purpose thereof upon such securities and in such a manner as they may think fit and from time to time vary and realise such investments.
(n) To enter into all such negotiations and contracts and rescind and very all such contracts and execute and to do all such acts, deeds and consider expedient for and in relation to any of the matters aforesaid or otherwise for the purpose of the Association.
(o) To determine who shall be entitled to sign on behalf of the Association, bill, notes, receipts, acceptance, endorsement of cheque release release contracts or documents.
(p) To recover dues/debts from its members and other parties.
(q) The Board has had the sole proprietorship/discretion to advertise, circulate, transmit, telecast, exhibits & broadcast tournaments, matches & other things organized by the Board.
LOCAL MANAGEMENT :-
- The Board may, subject to the provisions of the Act, make such arrangements as it may think fit for the management of the Company’s affairs abroad and for this purpose appoint local bodies, attorneys and agents and fix their remuneration and delegate to them such powers as the Board may deem requisite or expedient. The Company may exercise all the powers of Section 50 of the Act and the official seal be affixed by the authority and in the presence of and the instruments sealed therewith shall be signed by such persons as the Board shall from time to time by writing under the Seal appoint. The Company may also exercise the powers of Section 157 and 158 of the Act with reference to the keeping of foreign registers.
- Subject to the provisions of Section 197 A, 198 and 269,309 and 310 of the Act, the Company may appoint or re-appoint Managing Director/Executive Director, whole-time Director, and manager upon such terms and conditions as it thinks fit.
- Subject to Sec.383 A of the Act, the Directors may appoint a Secretary and/or consultant and/or an advisor on such terms at such remuneration and upon such conditions as they may think fit and any secretary or consultant or advisor so appointed may be removed by the Board.
AUTHENTICATION OF DOCUMENTS :-
- Save as otherwise provided in the Act, any Director or the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any document affecting the constitution of the Company and any resolution passed by the Company or the Board and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies on extracts; and where any books, records, documents or accounts are elsewhere than at the office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Board as aforesaid.
- A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting of the Board which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the cases may be, that such extract is a true and accurate record of a duly constituted meeting of the Board.
THE SEAL :-
- The Board shall provide for the safe custody of the seal and the seal shall never be used except by the authority previously given of the Board or a Committee of the Board authorised by the Board. Any one Director or such other persons as the Board may authorise shall sign every instrument to which the seal is affixed. Provided nevertheless, that any instrument bearing the seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding and irregularity touching the authority of the Board to issue the same..
- Subject to provision of Act, or notice given personally or sent by post against postal certificate to the address of a member as entered in the books of the Association shall be deemed to have been duly delivered and received.
- A notice pasted at the registered office of the Company shall be deemed to be well served on any member, who has not a registered place of address in India, at the expiration of twenty-four hours after it is so posted.
- The financial year of the company shall be on the 31st March or such other date as the Board shall fix, to which date the Accounts of the Company shall be balanced/closed, subject to the provisions of Section 209 of the Companies Act, 1956.The Book of Accounts shall be kept at the office or at such palace in India as the Board may decide time to time.
- Every Director, Secretary, trustees for the Company, its members, member of a committee, servant, officer, accountant or other person employed in or about the business of the Company shall if so required by the Board before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all bonafide transactions of the Company and the state of accounts with individuals and in matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any general meeting or by Court of Law and except so far as may be necessary in order to comply with and of the provisions in these articles contained.
- No persons(not being a Director) shall be entitled to enter upon the properties of the Company or to inspect or examine the premises or properties of the Company without the permission of the Board, any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to communicate.
||Name, Address, Description and Occupation
||Signatures of subscribers
||Name, Address, Description, Occupation and Signature of Witness
||Dr. Akhilesh Das
II Lodhi Estate New Delhi-3 S/O Late Babu Banarsi Das Member of parliament(Rajya Shabha)
S/O Late Dr.Shiva Nand Nautiyal R/O c-58 Nehru Colony Dehradun Uttrakhand
S/O Late Shri R.L. Bambi Anand Bhawan Badripura Haldwani U.K
S/O Shri Balbir Singh 2/18 Vikas Khand Gomti nagar (Lucknow)
||Surendra Prasad Nautiyal
S/O Mr. R.P Nautiyal Kotla P.O Sanjhi Pauri Garhwal (Uttarakhand)
S/O Late Dr. K.P Pradhan 5/755, Vikas Khand Gomti Nagar Lucknow-10
S/O V.K Chaturvedi 100
S/O Capt.M.D Singh Laxmi Kutir Compound Tallital Nainital Uttaranchal
S/O H.B tripathi