Articles of Association
From Noolaham Foundation
ARTICLES OF ASSOCIATION OF NOOLAHAM FOUNDATION
1. The rules applicable to a company in the Model Articles in the First Schedule of the Companies Act No.7 of 2007 shall not apply to the Company which will hereinafter sometime be referred to as “Company” or “Association” as appropriate and which shall be governed by the regulations contained in these Articles of Association subject however to repeal, alteration or addition by special resolution.
In the event of there being any conflict in the provisions contained herein or in the event these articles being silent on any matter, the substantive provisions of the law as set out in the Companies Act aforesaid, shall apply to the company.
These Articles shall be construed with reference to the provisions of the Act and the words or terms used in these Articles shall be taken as having the same meaning as if they were used in the Act except where otherwise herein provided.
NAME OF THE ASSOCIATION
2. The name of the Association is ‘Noolaham Foundation’.
3. (i) to engage in activities relating to digital library services
(ii) to support digital preservation projects by providing financial assistance
(iii) To provide advisory services on digitizing and archiving technology and preservation
(iv) To create virtual digital libraries by indexing other websites
4. In these articles “the Act” means the Companies Act, No. 07 of 2007, and terms which are defined in the Act, shall have the same meaning in these articles.
In the interpretation of these presents, if not inconsistent with the subject or context the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column. Thereof:
Association/Company/Foundation Noolaham Foundation
Act Companies Act No. 07 of 2007 and all amendments to the said Act and all Rules made under the said Act.
Board Board of Trustees of the Association
Director Refers to a member of the Board of Trustees of the Association.
Member Member of the Association
Month Calendar Month
In writing Written, printed, lithographed and any other mode of representing or reproducing words in visible form.
Words importing the singular number only shall include the plural and vice versa, the words importing the masculine gender shall include the feminine gender, the words importing persons shall include corporations and companies.
INCOME TO BE APPLIED SOLELY TOWARDS THE PROMOTION OF THE OBJECTS
5. The income and property of the company when so ever derived, shall be applied solely towards the promotion of the objects of the company as set forth in these Articles of Company, and no portion thereof shall be paid to or transferred, directly of indirectly, by way of dividend, bonus or otherwise however by way of profit, to the members of the Company.
Provided that nothing herein shall prevent the payment, in good faith of reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company, in return for any services actually rendered to the Company, or prevent the payment of interest at a rate not exceeding the rate authorized by the Central Bank of Sri Lanka for the time being on money lent or reasonable and proper rent for premises demised or let by any member to the Company, but so that no member for the Council of Management of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees, and that no remuneration or other benefits in money or money's worth shall be given by the Company to any member of such Council except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Company, provided that the provisions aforesaid shall not apply to any payment to any Company of which a member of the Council of Management or any other Governing Body may be a member, and in which such member shall not hold more than one hundred part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
6. No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Registrar of Companies.
7. The Fifth and Sixth Clauses of this Articles of Association contain conditions to which are subject to license granted by the Registrar of Companies in pursuance of Section 34 (a) of the Companies Act. No.07of 2007.
8. The liability of the members are limited.
9. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Association contracted before he ceases to be a member and of the costs, charges and expenses of winding-up and for the adjustments of the rights of the contributories among themselves such amount as may be required not exceeding Rupees One Thousand (Rs.1,000/=).
10. The Association being a “voluntary Social Service Organisation” as defined under the Voluntary Social Service Organisation (Registration and Supervision) Act, shall take steps to register under the said act after incorporation.
11. (i) The number of members of the Association shall not have a maximum prescription.
(ii) Any person or individual or corporation, who subscribes to the Articles of the Association, may apply in writing to the Board of Trustees to be admitted as the member of the Association with the Two Third majority of the Board of Trustees. The Board of Trustees may in their absolute discretion admit or reject the application.
(iii) Admission of members should be approved by a Two Third majority of the Board of Trustees.
(iv) The Board of Trustees with the consent of two third majorities of the members may elect any persons of eminence as an Honorary Member of the Association. Such a Honorary Member shall have the same privileges as an Ordinary Member but shall not be eligible to vote. A separate register of such Honorary Member shall be maintained.
(v) The Board of Trustees with the consent of Two third Majority of the members may elect any person who has the potential of assisting or rendering any service to the Association as an Associate Member and may promote such person to the position of a Member where the contribution he has made to the Foundation is considered satisfactory.
ENTRANCE AND SUBSCRIPTION
12. The registration fee and the Annual Subscription shall be decided by the Board of Trustees, if deemed necessary. The registration fee shall be remitted along with the application for membership. On being notified by the Secretary of the Member having been admitted to the Association, the subscription fee shall be paid to the Association within one month from the date of such intimation of admission.
CESSATION OF MEMBERSHIP
13. A member shall cease to be Member of the Association in any of the following events:
(i) If he/she shall cease to be a Member of the Association by death, incapacity, lunacy or insolvency or if he/she is convicted of an offence involving moral turpitude.
(ii) If a member absents himself/herself for three consecutive meetings without notice.
(iii) Upon receipt by the Association of Notice in writing to be sent under registered cover of his/her intention to resign from the Membership and signed by the Member.
(iv) Upon a Member failing to observe any rules, regulations, rulings, resolutions or decisions of the Association and/or acts against or in a manner detrimental to the interest of the Association, i.e. (a) guilty of improper dealings or any other dishonorable or disgraceful conduct; or (b) acted by his conduct or business in a manner detrimental to the interest of the Association likely to bring the Association into disrepute; or (c) acted in a manner unbecoming of a member; (d) guilty by a Disciplinary Committee so appointed by the Chairperson or majority of the Board of Trustees, comprising three (03) members to the Committee or on recommendation members of the General Body of the Association; and (e) a resolution having been passed by a majority of 2/3 members of the association that such member shall cease to be a member.
Provided that before resolution is passed as laid down under Sub-Clause (iii) an opportunity shall be given to the member concerned to appear and explain his position with regard to the point in issue at a meeting of Board of Trustees at which the resolution is to be moved but in the event of his non-availing himself/herself of the opportunity or the meeting not accepting his explanation no question shall be raised with regard to the validity and effectiveness of a resolution passed in the manner laid down.
CORPORATIONS ACTING AS REPRESENTATIVES AT MEETINGS
14. Any Corporation which is a member of the Association may by resolution in terms of its rules or regulations may authorise such person as it thinks fit to act as its representative at any meetings of the Association and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation would exercise if it were an individual member of the Association.
ANNUAL GENERAL MEETING
15. (i) Subject to paragraphs (ii) and (iii) of this article, the Board of Trustees must call an annual meeting of the Association to be held — (a) once in each calendar year; (b) not later than six months after the balance sheet date of the Association (c) not later than fifteen months after the previous annual meeting.
The meeting must be held on the date on which it is called to be held.
(ii) The Association 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.
(iii) An extraordinary meeting of Members entitled to vote on an issue may be called at any time by the Board of Trustees and must be called by the Board of Trustees on the written request of Members, carrying not less that ten (10) per centum of votes which may be cast on that issue.
(iv) A resolution in writing signed by not less than eighty-five per centum of the Members entitled to vote on the resolution at a meeting of Members, who together hold not less than eighty-five per centum of the votes entitled to be cast on that resolution, is as valid as if it had been passed at meeting of those members. The Association need not hold an annual meeting if every thing required to be done at the meeting (by resolution or otherwise) is done by resolution and is in accordance with this clause.
(v) Within five Working Days of a resolution being passed under paragraph (iv) of this article, the association must send a copy of the resolution to every Member who did not sign it.
(vi) A resolution may be passed under paragraph (iv) of this article without any prior Notice being given to members.
RULES RELATING TO MEETINGS OF MEMBERS.
16. A meeting of members may determine its own procedure, to the extent that it is not governed by these articles.
NOTICE OF MEETINGS
17. (i) 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 the Auditor of the Association— (a) not less than fifteen Working Days before the Annual General meeting and if is intended to propose a resolution as a Special Resolution at the meeting; (b) not less than ten Working Days before the meeting, in any other case.
(ii) 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.
(iii) An irregularity in a Notice of a meeting is waived if all the members entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such members agree to the waiver.
(iv) If a meeting of members is adjourned for less than thirty days, it is not necessary to give Notice of the time and place of the adjourned meeting, other than by announcement at the meeting which is adjourned.
METHODS OF HOLDING MEETINGS
18. A meeting of members may be held either—
(i) by a number of members who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
(ii) 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.
19. (i) Subject to paragraph (iii) of this article, no business may be transacted at a meeting of members if a quorum is not present.
(ii) A quorum for a meeting of members is present if the members or their proxies present who between them are able to exercise a majority of the votes to be cast on the business to be transacted by the meeting.
(iii) 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 of Trustees 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.
(iv) The Chairperson, of the Board of Trustees shall preside at every General Meeting of the Association.
(v) If there is no Chairperson, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson, the members present shall choose one of there number to be Chairperson.
VOTES OF MEMBERS
20. (i) Every member shall have one vote.
(ii) No member shall be entitled to vote at any general meeting unless all moneys presently payable (if any) by him or her to the Association have been paid.
(iii) On a Poll votes may be given with personally or by proxy.
(iv) The instrument appointing a Proxy shall be in writing under the hand of the Appointer or his Attorney duly authorised in writing or if the Appointer is a Corporation, either under seal or under the hand of an Officer or Attorney duly authorised. A proxy need not be a member of the Association.
21. The affairs of the Association shall be managed by Board of Trustees and the executive power of the Association shall be vested in them. Such members of the by Board of Trustees shall be called Directors.
22. The number of Directors shall not be less than three (03)
23. (i) The Directors to the Board of Trustees shall be elected at an Annual General Meeting of the Association among the members and shall hold office for a term of One year and until the election of the next Board.
(ii) The first three subscribers to the Articles of Association who are also members of the first board of directors of the association shall be nominated respectively as the Chairperson, Executive Director and Chief Information Officer of the Foundation. Those so named shall remain as directors and in the above mentioned offices for a period not exceeding Two years unless they become vacant due to voluntary relinquishment or death. Where such vacancy occurs the Board shall elect by majority to such vacant office.
(iii) The Board of Trustees may appoint individuals inside or outside of the membership as other officers, as may be deemed necessary or convenient for the administration of the Association.
(iv) Save as herein otherwise provided questions arising at any meeting of the Board shall be decided by a majority of votes. The Chairperson of the Meeting in addition to his original vote shall have a second casting vote.
(v) The Board may, in order to fill any casual vacancy occurring between the election of the next Board, by resolution, elect a member for remainder of his predecessor's term of office.
POWERS AND DUTIES OF THE BOARD OF TRUSTEES
24. (i) The Board of Trustees shall exercise all powers which are necessary for the Trustees and administration of the Association including the power:
(a) To take such steps as they think fit to carry into effect the objects of the Association. (b) To make donations and pay and disburse the funds of the Association. (c) To sell, lease, mortgage, exchange, or otherwise dispose of and deal with all or any part of the property of the Association as may be deemed necessary or expedient for the purpose of the Association. (d) To purchase or otherwise acquire for the Association any property rights, privileges and servitude’s. (e) To accept donations, gifts, subscriptions, movables or immovable property subject to or without any conditions, restrictions or trusts for the purpose of the Association. (f) From time to time to provide for the Trustees of the affairs relating to the Association and in particular, to appoint any person to be Attorneys, or to such other office in the Association with such power and upon such terms as may be thought fit; (g) To interpret and decide any clause of the Articles of Association and to decide which will be the acts, deeds, things, enterprises, ventures necessary conducive, suitable and incidental to and for the attainment of the aims and objects of the Association and to commence, execute, carry and undertake the same; (h) To invest the moneys or funds of the Association not immediately required for its purposes in or on such investments, securities and/or• property as may be thought fit subject nevertheless to such conditions as may for the time being be imposed by law.
Provide that :-
a) the Association shall not support with its funds or otherwise any object of a partisan political nature;
b) the Association shall deal with or invest in any property devolving upon it from a company solely in a manner allowed by the terms of the Foundation and the relevant provisions of the law, having regard to such trusts;
c) the Association shall not support with its funds any object or endeavour to impose on its members or others any regulation, restriction or condition which if an object of the company would make it a trade union.
d) the Association shall not sell, mortgage; charge or lease any immovable property which it may hold without the written consent of the Registrar and without such authority, consent or approval as may otherwise be required by law and as, regard such property the directors of the company or other governing body shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as such directors or body would have been if no incorporation had been effected.
(ii) To delegate any of their powers to any Committee consisting of such member or members of their body as they think fit and to appoint other Committees for dealing with any matter or thing on behalf of the Association and for the carrying into effect decisions of the Board of Trustees and for the furtherance of the objects of the Association.
(ii) To appoint any person to fill any office in the office bearers of the Association for such remaining duration;
(iii) To levy and charge or fix a membership fee (if and when necessary) or other payment as a condition for admission of any person, institution or organisation as a member of the Association.
(iv) The Chairperson, subject to Article 23(ii) shall be a Director elected by the Board of Trustees by majority decision and shall:
(a) preside at all Meetings of the Board of Trustees. (b) have general supervision over the business affairs of the Association (c) preside at meeting of the Association and of the Board of Trustees ; (d) sign all by-laws, with the secretary or such other officer as the Board may appoint for the purpose; and, (e) perform such other duties as the Board may determine.
(v) The Secretary shall be the Executive Director who shall be a Director shall be elected by the Board of Trustees by majority decision, shall: (a) oversee the effective organizational administration of Association, particularly legal requirements, internal communication and finances (b) he/she may delegates parts of his/her responsibilities
(c) keep the minutes of the meetings of the Association and of the Board s and of the members in the books provided for that purpose; (d) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (e) see that all books; receipts; certificates and all other documents and records required by-laws are properly kept and filed (f) Have custody of the Seal of the Association. (g) Perform such other duties as the Board may determine.
(vi) The Executive Director, subject to Article 23(ii) shall be a Director and be elected by the Board of Trustees by majority decision will; (a) Be responsible for the overall administration of the Foundation and will be the prime officer in charge of steering the foundation towards realizing its stated objectives (b) he/she may delegates parts of his/her responsibilities
(vii) the Chief Information Officer subject to Article 23(ii) shall be a Director and shall be elected by the Board of Trustees by majority decision
(viii) The foundation being a "Voluntary social organization" as defined under the Voluntary Social Services Organization (Registration and Supervision) Act shall take steps to register under the said Act after incorporation.
MEETINGS OF THE BOARD OF TRUSTEES
25. A meeting of Board of Trustees may be held—
(i) whenever necessary
(ii) either by a number of Directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
(iii) either by means of electronic (including electronic mail), audio, or audio and visual communication by which all members participating and constituting a quorum, can simultaneously hear each other throughout the meeting.
26. (i) The Directors of the Board of Trustees may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit but in any event shall meet at least once in three months in every year of twelve months. The Chairperson ay at any time direct a Meeting of the Board of Trustees to be held as occasion may require;
(ii) At least five days’ notice of meetings shall be given to the Directors of the Board of Trustees but an Emergency Meeting may be summoned with only two days’ notice.
(iii) The Chairperson shall preside over the Meetings of the Board of Trustees and where the Chairperson is not present within ten minutes after the time appointed for holding same, the Directors present shall choose one of them to Chair the Meeting;
(iv) A Two Third majority of the total number of Directors shall constitute a quorum of the Board for the transaction of business;
(v) The Board of Trustees may by a resolution in writing signed by all the Directors of the Board of Trustees transact all such business as are not provided by these Articles or any regulation or rules to be transacted at a meeting and any act done or decisions taken under the Article shall be as valid and effectual as if it had been passed at a meeting of the Board of Trustees duly convened and held.
(vi) Notwithstanding any vacancy in their body, the continuing Directors of Trustees may act and transact any business, but if so long as their number is reduced below three as the number fixed by or pursuant to the Articles of Association as the necessary quorum of the Board of Trustees, the continuing Directors may act for the purpose of increasing the number of Directors of the Board of Trustees
27. The Board of Trustees may exercise all the powers of the Association to borrow money and to mortgage or charge its undertakings and property or any part thereof, and to issue, debenture, stock and other securities whether outright or as security for any debt, liability or obligation of the Association or of any third party.
ACCOUNTS AND AUDIT
28. (i) The Board of Trustees must ensure that the Association keeps accounting records which (a) correctly record and explain the Association’s transactions; (b) will at any time enable the financial position of the Association to be determined with reasonable accuracy;
(c) will enable the Board of Trustees to prepare financial statements in accordance with this Act; and (d) will enable the financial statements of the Association to be readily and properly audited.
(ii) The accounting records must comply with subsection (2) of section 148 of this Act.
(iii) The Board of Trustees shall ensure that within Six months after the balance sheet date of the Association, financial statements which comply with section 151 of the Act (and if applicable, group financial statements which comply with section 153 of the Act) are completed in relation to that balance sheet date and are dated and signed on behalf of the Board of Trustees by two Directors.
(iv) At every annual meeting, the Association 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 Association resolves at that meeting to appoint another person in his place; or
(c) the Auditor has given Notice to the Association that he does not wish to be re-appointed.
(v) The Board must within six months after the balance sheet date of the Association, prepare an annual report on the affairs of the Association during the accounting period ending on that date which complies with section 166 of this Act. The Board of Trustees 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 meeting of shareholders.
LIQUIDATION AND REMOVAL FROM THE REGISTER
29. The Members may resolve to wind up the Association voluntarily by Special Resolution.
30. If upon the winding up or dissolution of the Association 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 Association, but shall be given or transferred to some other Institution or Institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 5 hereof, such Institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
DOCUMENTS TO BE KEPT BY THE ASSOCIATION
31. (i) The Association 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 of the Act, the following documents :— (a) the Certificate of incorporation and the articles of the Association; (b) minutes of all meetings and resolutions of Members within the last ten years; (c) minutes of all meetings and resolutions of the Board of Trustees and Members the last ten years; (d) the Register of Members required to be kept under section 123 of this Act; (e) copies of all written communication to all members during the last ten years, including annual reports. (f) copies of all financial statements required to be completed under this Act for the last ten completed accounting periods of the Association; (g) the accounting records required by section 148 of this Act for the current accounting period and for the last ten completed accounting periods of the Association
(ii) 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 Association.
RIGHTS OF MEMBERS TO DOCUMENTS ETC.
32. (i) The members of the Association are entitled to have access to the Association’s records in accordance with section 118 of the Act.
(ii) A member of the Association is entitled— (a) to inspect the documents referred to in section 119 of the Act, in the manner specified in section 121 of the Act; and (b) 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 Association. The fee may be determined by the Board of Trustees.
THE SEAL OF THE FOUNDATION
33. (i) The Association shall have a common Seal for the purpose of executive documents in the name and on behalf of the Association by affixing the Association’s common Seal to the documents, and attesting the affixing of the common Seal.
(ii) Board of Trustees shall provide for the safe custody of the seal and the seal shall only be used by the authority of the Board of Trustees. The seal of the Association shall not be affixed at any instrument except in the presence of two or more of the Directors or of one Director and the Secretary who shall attest the sealing thereof. The sealing shall not be attested by one person in the dual capacity of Director and Secretary.
(iii) Any document sealed in accordance with the foregoing provisions of the Article shall be presumed to have been duly executed by the Association.
(iv) Except by the authority of a resolution of the Board of Trustees and in the presence of a Director and of the Secretary or such other persons as the Directors may appoint for the purpose and that the Director and the Secretary or other persons as aforesaid shall sign every instrument to which the seal of the Association is so affixed in their presence.
34. (i) Where the Association 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 Association to send the document or Notice to the Registered address of the member by ordinary post. Any document or Notice so sent is deemed to have been posted to the member on the date post-marked of the posting of a properly addressed and prepaid letter containing the document or notice.
(ii) A member whose Registered address is outside Sri Lanka may give Notice to the Association of an address in Sri Lanka to which all documents and Notices are to be sent, and the Association shall treat that address as the Registered address of the Members for all purposes.
(iii) A copy of every Notice or document sent to all Members must be sent to the Auditor of the Association.
INSURANCE AND INDEMNITY
35. (i) The Association shall indemnify every Director, Auditor and Secretary of the Association. for the time being against any costs incurred in the course of defending any proceeding that relates to any act or omission in his capacity as Director, Auditor or Secretary, in which judgment is given in his favour or in which, he is a acquitted or which is discontinued.
(ii) The Association may indemnify a Director or employee in circumstances where paragraph (i) does not apply, to the extent permitted by subsection (3) of section 218 of the Act, if the Board of Trustees considers it appropriate to do so.
We the several persons being initial members do hereby adopt the foregoing Articles.
Names, Addresses, Descriptions and Signatures
1. Rathina Iyer Pathmanaba Iyer, No.27-B High Street, Plaistow, London E13 0AD, United Kingdom
Local Address: C/O : R. Parameswara Iyer, 10, 3/1 Daya Road, Colombo - 6
/s/ Rathina Iyer Pathmanaba Iyer
2. Ganeshananthan Shaseevan, No.25, Boswel Place, Colombo – 6
/s/ Ganeshananthan Shaseevan
3.Thillainathan Kopinath, 90/3, New Chetty Street, Colombo - 13
/s/ Thillainathan Kopinath
Dated at Colombo this 20th day of April, 2010.