Name and Jurisdiction
The Society shall be called KALINGA FOUNDATION TRUST having its registered office at Cuttack where all meetings under these rules will be ordinarily held.
Object of the Society
The aims and objects are public charitable objects as expressed in the Memorandum.
In these rules unless context otherwise requires: -
- Society shall mean "KALINGA FOUNDATION TRUST"
- Board of Trustees shall mean the governing body and the Executive Council in whom the management of the Trust is vested.
- ‘Managing Trustees’ and ‘Joint Managing Trustees’ shall mean any person duly elected by the Board of Trustees.
- ‘Treasurer’ shall mean a person duly elected honorary treasurer.
- ‘Secretary’ shall mean a person nominated or appointed by the Managing Trustee.
- Constitution shall mean the ‘Rules & Regulations’ including the Memorandum of Association of the Society.
- ‘Assembly’ shall mean the General body of the Society.
- ‘Trust’ shall mean ‘Kalinga Foundation Trust’.
Without prejudice to the generality to the aims and objects of the Trust as defined
In the Memorandum of Association and matters specifically dealt with in these rules the Trust will have powers to do all such acts as shall be deemed to be incidental and conductive to the attainment of the aforesaid objects.
The Trust shall consist of individual persons both male and female.
There shall be following classes of members:-
- Life Members
- Honorary Members
- Ex-officio Annual Members
LIFE MEMBERS – The Trust may elect any person as Life Member on payment of lump sum of Rs.25, 000/-.
HONORARY MEMBERS – The Trust may elect any person as Honorary Member for any specific period without payment of any fee.
EX-OFFICIO ANNUAL MEMBERS - The Trust may decide holders of certain posts in State Government, Union Government or organizations or companies to be taken as Ex-officio Annual Members without payment of any fees.
The existing members of the unregistered Society and subscribers to these Memorandum of Association and rules and regulations will continue to be members of Trust during their lifetime and they may nominate by will or otherwise any person who will continue as member after his or her death.
Termination of Membership
Membership of the Society will be terminated on any of the following reasons:-
- By resignation
- By loss of qualification
- By death
Rights and Privileges of members
Subject to the provision of these rules generally or any Bye laws there under, a member shall amongst other have the following rights and privileges –
- Right to vote at General Meetings of the Society provided that the annual subscription and other dues, if any, have been paid in time
- Right to seek election to the Board or any Committee of the Society subject to the provision of Rules here in after mentioned
- Right to obtain information about working and accounts of the Society
Ineligibility for membership
A person shall not be eligible for being chosen as a member of the Society or a representative to its Assembly – if,
- He holds any office of profit under the Society.
- He has been adjudged by a competent court to be of unsound mind or is deaf and mute or is one suffering from leprosy or tuberculosis.
- He is an un discharged insolvent.
- He has been convicted of any offence in solving moral turpitude.
- He is so ineligible by any Rule or Bye-laws of the Society.
The management of the Society and its affairs and the administration and enforcement of its rules, regulations and Byelaws shall be entrusted to the Board of Trustees which shall also deal with all permanent and temporary appointments as well as dismissal or suspension of the office staff.
Properties and funds
The properties both movable and immovable, if not vested will vest in the Board of Trustees and they will be sole authority to acquire and dispose off the properties and funds in the manner they decide to attain the objects of the Society. Income by voluntary contributions, donations and subscriptions or otherwise to the Society will constitute the funds and will be utilized partly or entirely by the Board of Trustees for attainment of the aims and objects of the Society as set forth in its Memorandum of Association and no portion thereof be transferred directly or indirectly by way of dividend, bonus or otherwise by way of profits to its members provided that nothing therein shall prevent any payment of remuneration in return for any services actually rendered to it. The Board of Trustees may keep part or whole of the properties both movable and immovable including funds in custody of such person or persons as they think safe and beneficial in the interest of the Society.
Assets and liabilities
All assets and liabilities of the Kalinga Foundation Trust, the undersigned Society shall vest in the Registered Society forthwith.
Composition of the Board of Trustees
The Board of Trustees shall be constituted as follows with powers to co-opt one member: -
- Managing Trustee
- Joint Managing Trustee
- Honorary Treasurer
- Minimum 7 Members
- Maximum 9 Members
- One of the Trustees may be elected as Joint Managing Trustee.
ANNUAL GENERAL MEETING
If the Board’s Annual Report and the Treasurer’s audited Statement of Accounts cannot be circulated for any reason, the same should be placed before the Annual General Meeting stating the reasons thereof. This, however, will not invalidate the proceedings of the Annual General Meeting. The Annual General Meeting shall ordinarily be held during the month of January each year. The Managing Trustee shall issue 21 (twenty one) clear days’ notice in writing to all affiliated organizations and individual members at their registered address, intimating the date, time and place of the meeting. An agenda, specifying the nature of business to be transacted at the meeting shall accompany the notice. A copy of the Board’s Annual
Report and Treasurer’s audited Statement of Accounts of the previous year shall be circulated to the members at least three clear days before the date fixed for the meeting.
At the Annual General Meeting the following business shall be transacted: -
Delay in convening the General Meeting in their stipulated period will not invalidate the proceedings. The members of the Board will continue in office till such time there is no fresh election.
- Confirmation of the minutes of the proceedings of the Previous Annual General Meeting and Special General Meetings, if any
- Consideration and adoption of the Annual Report of the Board with modifications, if any
- Consideration and adoption of the audited Statement of Accounts presented by the Treasurer with modifications, if any
- Election of office-bearers and members of the Board by votes of members present and entitled to vote under the rules
- Appointment of auditors for the next year and fixation of their remunerations
- Consideration of any business including amendment of the Constitution, of which due notice has been given under these rules
In case there is delay of more than three months the Chairman will convene the General Meeting and conduct a fresh election, and the outgoing office-bearers will be accountable in all respects to the newly elected Board.
If the Annual General Meeting falls through or is prematurely dissolved, a fresh notice shall be given for the said Annual General Meeting Fixing another date within such period as the Board shall deem proper notwithstanding anything contained in these rules. The rule as to 21 clear days’ notice shall not apply in such cases.
SPECIAL GENERAL MEETING
A Special General Meeting may be called at time by either of the following-
All resolutions intended to be moved at such requisition meetings shall be sent in writing to the Managing Trustee. Not less than 7(seven) clear days’ notice shall be given by the Managing Trustee to all members for a Special General Meeting in which no business other than the business specified in the agenda shall be considered.
- By order of the Chairman
- By a decision of the Board
Meetings of the Board may be convened at any time by the Chairman and the Managing Trustee and also upon a requisition signed by at least 3 (three) members of the Board. In case of requisition meetings, at least 72 hours’ notice must be given.
If a quorum be not present within half hour of the appointed time, the meeting shall stand adjourned to some other date, at such adjourned meetings of the Board of which fresh notice will be given by the managing Trustee. The members present, whatever their number, shall be competent to transact all the business which could have been transacted at the ordinary meeting had a quorum been present thereat. No fresh agenda shall be included in such adjourned meetings.
On any issue of urgent nature and under special circumstances the Managing Trustee may also obtain the approval of the members of the Board by circulation and act accordingly provided that, majority of members favor the proposal so circulated. But such cases must be placed at the next meeting of the Board for formal ratification.
Quorum shall consist of not less than 3(three) members present in the meeting to pass any valid resolution.
Powers of the Board
The Management of the business and affairs of the Trust shall be vested in the Board who in addition to the powers and authority by rules expressly conferred upon them and the Board may exercise all such powers and do all such acts as may be Necessary or expedient for conducting the affairs of the Trust and as are not hereby or by legislative enactment expressly directed or required to be exercised by the Trust in a General Meeting.
The Board shall, save as provided hereinbefore, have the following powers-
- To carry out the objects of the Society specified in the Memorandum of Association
- To maintain, continue the stipends, scholarships, prizes awarded by the unregistered Society
- To procure, accept, collect and receive subscriptions, donations, gifts, legacies, contributions and endowments for the benefits of the Trust
- To make donations or gifts to literary and charitable institutions or causes or to other societies, trusts, institutions, clubs, students and persons with same or similar object or objects
- To manage, administer the funds and properties of the Trust in any manner they like best for attainment of the aims and objects of the Society
- To co-opt any expert or specialist for any specific purpose as and when necessary, but such a person shall have no power to vote
- To refuse membership to any person or persons without assigning any reason and to suspend or remove any member for gross misconduct
- To nominate the Managing Trustee or any other member or members to act on their behalf with full authority to sign any deed or document or to give a valid effectual discharge as if all the members of the Board acting jointly
- For purposes of carrying out the charitable objects of the Society to borrow or raise or secure the payment of moneys from Banks and other financial institutions on such terms as the Board of Trustees may decide and if required by the lender of mortgage or charge all or any of the property and assets both present and future
- In case the Board of Trustees think it necessary for carrying out the charitable objects to invest the funds of the Trust in such shares and securities as they think fit and also to deal with any such shares and securities from time to time as the Board thinks fit
- To appoint a Secretary of the Society to carry out day to day business of the Society
- Function of the Managing Trustee
The managing Trustee and joint Managing Trustee will have all powers of the Board as enumerated in Rule 16 in the absence of the Board. He may exercise such power and authority as he deems proper in the absence of the Board. He is authorised to delegate any such power or powers or authority to the Secretary as he thinks fit
- Function of the Honorary Treasurer
The Honorary Treasurer will act subject to the control of the Board and/ or the Managing Trustee inter-alia to do such thinks as required under these rules.
- Function of the Secretary
The Secretary will do such work as will be delegated to him by the Managing Trustee.
Amendment of Memorandum and Rules and Bye-laws
The Trust shall have power to alter, extend or abridge the purpose for which it is established as stated in the Memorandum of Association in the manner provided in section 12 of the Societies Registration Act (XXI of 1860).
Any matter not provided for in these rules shall be dealt with by the Board.
Dissolution and after
- The Trust may be dissolved at a General Meeting in pursuance to the provisions of Section 13 of the Societies Registration Act, 1860.
- If upon the dissolution of the Trust there shall remain after the satisfaction of all liabilities and debts and property whatever, the same shall not be paid to or distributed amongst the members of the Trust or any of them but shall be given to some society or trust having same or similar objects as of the Trust on such terms and conditions to be determined by not less than 3/5 th of the members present personally or in default thereof it shall be determined according to the provisions of the Act 21 of 1860.
Suits by or against the Trust
The Trust shall sue or be sued in the name of the Managing Trustee or in Trustee or in the name of the Secretary or Trustee of the Trust who has been authorised in this behalf by a RESOLUTION of the Board of Trustees.
The Constitution of the unregistered Society, Kalinga Foundation Trust together with all its amendments is hereby repealed.
Notwithstanding the repeal by this Constitution of the enactments referred to in rule 22 but subject to other provisions of this Constitution, all legal acts done, legal contracts entered into and other legal business, if any, transacted under the Constitution of the unregistered Society Kalinga Foundation Trust prior to the commencement of this Constitution, will have force as if they were done, entered into and transacted under this Constitution.
Dated the 27 th November, 1959.
FORM OF CERTIFICATE OF RULES AND REGULATIONS
CERTIFIED to be a true copy of the Rules of the “KALINGA FOUNDATION TRUST”
Members of the Board of Trustees
- Sd/-. Dr. Harekrushna Mahatab
- Sd/-. Bijoyanand Patnaik
- Sd/-. Sadhucharan Mohanty
- Sd/-. Biren Mitra
- Sd/-. Gyan Patnaik
Dated the 27 th November, 1959
(Vide U/s. 2 of the Act 21 of 1860)