UNDER SECTION 42 OF THE COMPANIES ORDIANNCE 1984
MEMORANDUM OF ASSOCIATION OF THE
THE PAKISTAN STEEL RE-ROLLING MILLS ASSOCITAION
(Under Trade Organizations Act, 2013)
name of the Association shall be “THE PAKISTAN STEEL RE-ROLLING MILLS
ASSOCIATION”, hereinafter called the Association.
Registered Office of the Association shall be situated in the city of Lahore.
The Branch / Circle Offices may be set up at such place or places as the
Association may determine from time to time.
AIMS AND OBJECTIVES
3) The aim
of the Association, which is non-political, is to unite the members in their
common approach and for this purpose the objects of the Association are:
To encourage unity, mutual understanding and high ethical standard
amongst its members.
To endeavor to improve the working conditions and facilitate
effective input for achievement of objects for which the Association have
To take such steps as the Association considers desirable towards the
promotion of the interest of trade, industry, and services in Pakistan or
outside Pakistan, specifically related to concerned sector.
To place before Government and other public and official bodies the
views of Members on matters affecting the interests of trade, industry, and
services in specified field of activities.
To attempt to adopt unified approach in matters of policy on all
matters affecting the interest of trade, industry, and services in Pakistan.
To acquire immovable properties by purchase, lease, hire, exchange or
otherwise and to demolish, erect, alter, and / or maintain the same for the
benefit of the Association.
To manage the movable and immovable properties of the Association.
To seek representations on various bodies dealing with issues of
To do such other things as are necessary in the general interest of
its Members including the holding or participation in exhibitions within or
outside the Country.
To urge, support or oppose legislative or other measures and procure
change of law or practice affecting the interest of Commerce, Industry and
services or adversely affecting the common interests of business community.
To secure adequate representation of the Association on Government,
public or statutory bodies and on trade and business / industrial
To accept any bequest, gift, donation or subscription towards or to
accumulate and provide a Fund or Endowment or Waqf and to invest the same
and apply the income arising there from or to resort to the capital thereof
for any objects of the Association.
To resolve controversies and conciliate differences of opinion among
members of the Association.
To promote education, awareness amongst the Members by holding Seminars,
conducting educational causes, inviting experts to deliver lectures and
To seek affiliation with the Federation of Pakistan Chambers of Commerce and
To accept deposits of money or goods for any objects of the Association as
may be deemed fit.
To subscribe to and become and continue to remain member of Federation of
Pakistan Chambers of Commerce and Industry, and to procure from and
communicate to any organization of Trade and Industry in Pakistan or abroad
such information as may be conducive to the attainment of the objects of the
To subscribe to any local or other charity and to grant any donations for
any public purposes and to provide provident or superannuation fund or funds
for the servants of the Association or otherwise to assist any such
servants, their widows and children.
To communicate with Federal and Provincial Governments, Chambers of Commerce
and Industry or other commercial and public bodies and to concert and
promote measures for the protection of the aforesaid interests.
To file, prosecute, defend or contest, join or aid in filing, prosecuting
and defending any such actions, suits, applications, appeals or other
proceedings as the Association may think proper or which may be conducive to
the attainment of the objects of the Association.
To pay all costs, charges and expenses, preliminary and incidental to the
promotion, formation, establishment or registration of the Association and
the conduct of the affairs thereof.
To collect, circulate and disseminate statistics and other information
relating to Commerce, Industry, Trade or Services.
To enter into any arrangement with any Government Federal or Provincial or
Authority, Municipal, local or otherwise that may seem conducive to the
objects of the Association or any of them and to obtain from any such
Government or Authority rights, concessions, privileges which the
Association may think fit to obtain and to carry out any such arrangement,
rights, privileges and concessions.
sign, seal, execute and deliver all instruments, deeds, documents and
writing whatsoever that may be found to be necessary or expedient in
realization of the objects of the Association or conduct of its affairs.
frame from time to time, such rules and laws as the Association may deem fit
or proper for all or any of the objects, and to comply with all the
requirements of the Trade Organization Act 2013.
And generally to do all acts, deeds, and things which may be incidental or
conducive to the attainment of all or any of the objects stated herein
protect and promote the trade and to secure cooperation among Members in
general and those dealing in these lines in particular.
establish just and equitable principles in trade and commerce.
form a code or codes or practices to simplify and facilitate transaction of
undertake special inquiries and action for securing redressal of legitimate
grievances of the members of the Association.
establish and maintain Information Bureau, to print and publish journals,
periodicals newspapers, books, pamphlets, leaflets, directories etc., and to
establish and maintain library and reading rooms for the promotion of the
objects of the Association.
arrange and convene conferences, lectures, shows, meetings on the subject
affecting the interest of the members of the Association.
affiliate with any national or international trade organizations having
objects altogether or in part similar to those of this Association for the
purpose of securing the aims and objects of this association.
aid in subscribing money to any charitable or benevolent purposes or for the
promotion generally of any matters of charity or other useful objects with a
view to establish harmony and business relationship amongst various
mercantile communities in general and Pakistan community in particular.
take such steps by personal or written appeals public meetings or otherwise
as may from time to time be deemed expedient for the purpose of procuring
contributions to the funds of the Association in the shape of donations,
annual subscription or otherwise.
provide for help and encourage study and training in technical and
commercial matters by granting scholarships, awarding prize-stipends or
giving other monetary aids to institutions through such other ways and means
as may be determined from time to time.
run sections or departments including those relating to exports, imports,
statistics, publicity and publications as may be determined from time to
arrange international Exhibitions in Pakistan or abroad and / or to
participate in International Exhibitions or Forum in accordance with the
aims and objectives of the Association.
canvass, publicise, propagate and take all steps in the interest of the
Association and for protection of the interests of the members and to
consider, recommend and support all actions directed towards improvement in
the conditions of the trade.
To enter into any arrangements with Government and public authorities –
Municipal, Port, Railways, local or otherwise which may foster and
consolidate the objectives of the Association or any of them whether
individually or collectively for advancement of the interests of the trade.
To lend, advance or borrow or raise monies or secure the payment of such
monies in such manner as the Association may think fit and in particular
manner by creation and issue of debenture or debenture stocks, perpetual or
otherwise, charged upon all or any of the properties of the Association,
present or future and to purchase redeem or pay such security or securities.
and it is hereby declared that the objects set forth in any sub clauses of
this clause shall not, except, where the context expressly so requires be in
any way limited or restricted by reference to or inference from terms of any
other sub-clauses or by the name of the Association.
income and property of the Association whence-so-ever derived, shall be
applied solely towards the promotion of the objects of the Association as
set forth in this Memorandum of Association. No portion thereof shall be
paid or transferred, directly or indirectly by way of dividend or bonus or
howsoever or by way of profit to the persons who at any time are or had been
members of the Association or to any of them or to any persons claiming
through them. Provided that nothing herein contained shall prevent the
payment in good faith of remunerating to the officers or employees of the
Association or to any member thereof or other person in return for any
professional services actually rendered to the Association, or the payment
of interest on money borrowed or rent for premises demised to the
liability of the members is limited.
member undertakes to contribute to the assets of the Association in the
event of the same being wound up during the time that he is a member or
within one year afterwards for payment of the debts and liabilities of the
Association contracted before the time at which he cease to be a member and
of the costs, charges and expenses of winding up the same and for adjustment
of the rights, of contributories amongst themselves such amount as may be
required, but not exceeding Rupees One Thousand.
7) If upon
the winding up or dissolution of the Association there remains after
satisfaction of all the debts and liabilities, any property whatsoever, the
same shall not be paid to, or divided among the members of the Association
but shall be given or transferred to some institution having objects similar
to the objects of the Association and approved under the Income Tax
Ordinance, 2001 to be determined by the Association at or before the time of
the dissolution and in default thereof by such judge of the highest law
court in the Province of Punjab as may have or acquired
jurisdiction in the matter.
addition, alteration and amendment shall be made in the Memorandum of
Association 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 Government.
territories to which the objects of the Association shall extend are the
whole of Pakistan.
UNDER SECTION 42 OF THE COMPANIES ORDIANNCE 1984
ARTICLES OF ASSOCIATION OF THE
THE PAKISTAN STEEL RE-ROLLING MILLS ASSOCIATION
(Licensed under the Trade Organizations Act, 2013)
1). The Regulations contained in Table C of the First Schedule to the
Companies Ordinance, 1984 (XLVII of 1984) shall not apply to the Association
except as laid down herein.
2). In the Articles unless there is any thing repugnant in the
subject or context.
“Association” means The Pakistan Steel RE-Rolling Mills
“Member” means a business concern whether Sole
Proprietorship, Partnership, Association of Persons, or a Company admitted
as Associate or Corporate member of the Association.
“General Meeting” means a meeting of General Body whether
ordinary, special or extraordinary.
“The Article” means the Articles of Association.
“The Chairman” the chairman of the Association.
“The Bye-laws” means the Bye-Laws of the Association for the
time being in force.
“The Committee” means the Executive Committee of the
Association elected under these Articles and include any Regional Committee
or Sub-Committee of the Association appointed by the Association.
“Office Bearers” means the Chairman, Senior Vice Chairman and
Vice Chairman of the Trade Organization.
The “Secretary General” means the Secretary General of the
“Trade Act” means the Trade Organizations Act, 2013 for the
time being in force.
“Trade Rules” means the Trade Organizations Rules, 2013 for
the time being in force.
“Regulator” means Regulator of Trade Organization appointed
under the Trade Organizations Act, 2013.
“Year” means a year reckoned from 1st October to
“The Ordinance” means the Companies Ordinance of 1984 or any
other statutory enactment in place of said Ordinance for the time being in
“Register” means the Register of Members of Association kept
in pursuance of Section 147 of the Companies Ordinance, 1984.
“Resolution of Association” means any resolution passed at
any meeting convened to take decision while adhering to the provisions of
Section 157 to 173 of the Ordinance.
“Words indicating the singular number shall, include plural numbers
and Vice Versa. Words signifying persons shall apply mutatis mutandis to
firms, corporation or Joint Stock Companies.
“Words indicating masculine gender shall include feminine gender.
a) All other expression defined in the Act shall have the meaning
assigned to them in the Act.
b) When any provision of the Act is referred to, the references shall
be to such provision as modified by any statutory enactment for the time
being in force.
LIMIT OF MEMBERS
4). For the purpose of registration, the Association hereby declares
to consist of unlimited number of members.
5). The Association is established for the purposes expressed in the
Memorandum of Association.
CLASSIFICATION OF MEMBERS
6). The Membership of the Association shall comprise of two categories of
a) Corporate Members of the Association which are either a Body
Corporate or a Multinational Corporation having its Head Office or Branch
Office in Pakistan or a Sales Tax Registered manufacturing concern or a
sales tax registered business concern having annual turn-over of Rs.50
million or above;
b) Associate Members of the Association which are not a Body
Corporate or a Multinational Or a sales-tax-registered manufacturing or
sales-tax-registered Business concern having annual turn-over of Rs.50
million or above.
ELIGIBILITY FOR MEMBERSHIP
7). A sole proprietorship firm or any other company or a business
concern shall be eligible for membership of the Association, provided that
it is carrying on business as Re-Rollers Of Steel For MS Products ,
and fulfills the criteria as provided in Rule 11 (a to e) of Trade Rules.
I. Every application for the membership of the association shall be made
on a form prescribed by the Association and submitted by the Applicant to
the Secretary General together with the first year’s Membership Fee
subscription and the admission fee.
II. Every individual business concern firm or joint stock company
desirous of becoming a member of the Association shall “submit to the
Secretary General, membership application form. The application so received
shall be placed before the next meeting of or circulated amongst the
Executive Committee which may accept or reject the same for the reasons
specified in the rejection order.
III. in case of rejection, no further application shall be entertained for
a period of one year reckoned from the date of such rejection and the fees
paid by the Applicant shall be refunded. The applicant shall, however, have
the right to approach the Director General, whose decision in this regard
shall be final and binding.
DURATION OF MEMBERSHIP
9) The Membership of the Association shall be for a period of one year and
shall expire on the 31st day of March every year, irrespective of
the date of grant of Membership.
RENEWAL OF MEMBERSHIP
10) The Membership shall be renewable on annual basis subject to
fulfillment of the following conditions:
a. Payment of prescribed fee within the time stipulated for the
purpose but not later than 31st of March; and
b. Proof of filing returns of Income Tax and Sales Tax if applicable,
for the preceding year.
11) Every member will be required to pay admission fee of Rs.2500/-
at the rate determined by the Executive Committee from time to time. Any
firm being a member of the Association shall have, on changing the Firm’s
name or on change of constitution of the firm, to put in a fresh application
for membership. However, no admission fee shall be charged, provided the
Applicant has taken over the assets and accepted the liabilities of the
original firm. In any case the Executive Committee shall be competent to
decide such cases on merit.
12) In addition to the Admission Fee payable as provided in Article-11,
every member shall annually pay Membership Fee by 31st March each
year, for the year. The Executive Committee on its sole discretion may vary
the Membership Fee from time to time.
PRIVILIGES OF MEMBERSHIP
13) Every member of the Association shall be entitled:
a). To take part in the elections and cast vote to elect office bearers of
the Association as per rules and regulations in force.
b). To take advantage of the information and record available with the
Association under such limitation as the Executive Committee may prescribe.
c). To obtain a copy of the annual report and statement of accounts of the
d). To obtain a copy of all publications of the Association either free of
cost or at such prices as may be fixed by the Executive committee from time
e). To cause an ordinary or extraordinary General Meeting of the Association
to be convened in conjunction with other members of the Association in
accordance with these articles.
f). To participate in the General Meetings of the Association.
g). To stand or propose or second members for election to the Executive
Committee of the Association.
h). To stand for election as a representative of the Association on any non
political public or private body.
i). To seek assistance of the Association for securing all reasonable
facilities for the development of his trade / industry.
j). To inspect or examine books of accounts and other documents, registers
or records of the Association subject to any rules, conditions or limitation
that may be laid down in this behalf under the relevant law or by the
Committee or by a resolution of the Association in a General Meeting.
k). To be entitled to such other privileges as may be specified by the
Executive Committee from time to time.
l). In order to avoid conflict of interest and positions, a proposed member
will furnish an undertaking to the effect that the applicant is neither a
member of any other Trade Organization nor intends to do so.
DUTIES AND OBLIGATIONS OF MEMBERS
14) Every member shall have the following duties and obligations:
a. To make every effort to carry out the aims and objectives of the
Association as set forth in the Memorandum of Association.
b. To carry out and abide by the rules and regulations of the Association
as laid down in these Articles or in the bye-laws framed there-under from
time to time.
c. Submit as far as possible all complaints, appeals, etc. in writing to
the Secretary General.
d. To bring to the notice of the Executive Committee any matter likely to
cause any loss or harm to the interest of the Association or its Members in
e. To pay the Membership fee of the Association regularly.
f. To accept and abide by the decision of the Executive Committee
provided the decisions are not inconsistent with the provisions of the
Memorandum or the Articles of Association or the Trade Act, or any rules,
regulations, instructions or directions issued thereunder.
g. To convey to the Executive Committee all information that may be
considered necessary for promoting the aims and objects of the Association.
h. To take part in the deliberations of the meetings of the Association
which he is entitled to attend and to abide by the rules framed for the
conduct of the business of the meetings from time to time.
i. To assist and cooperate with the Executive Committee in the field of
trade, commerce and industry with specific reference to the trade or
industry the Association is concerned.
j. The proceedings of the Association, will be treated by members as
strictly confidential and will not be discussed in pubic. Only the Chairman
(or his duly authorized nominee) will be entitled to make a public tatement
on behalf of the Association. If any member has failed to observe the rule
requiring proceedings of the Association to be treated as confidential the
Association may in writing call upon such member to resign from the
15) The election of the Association shall be conducted according to
the procedure laid down in the Articles of Association and according to a
schedule approved by the Executive Committee between the 1st day
of July and 30th day of September each year subject to the
following wherever applicable:
a) The election of the Members of the Executive Committee excluding
Chairman, Senior Vice Chairman and Vice Chairman shall be held by secret
ballot. The members of Executive Committee so elected shall proceed to
elect from themselves Chairman, Senior Vice Chairman and Vice Chairman and
their final result shall be officially announced at the General Meeting of
the Association called for this purpose within fifteen days of the date of
polling but before or on 30th September.
b) On completion of their term the retiring members of the Executive
Committee shall not be eligible to stand for election or co-option for the
Executive Committee in any representative capacity for the next one year.
c) No voting by proxy or postal ballot shall be allowed.
d) No member shall be entitled to vote at any meeting of Association
unless all moneys due on account of Membership fee or otherwise have been
paid to the Association by the due date.
e) Voting rights shall accrue only after two year’s standing as
member, except, for the first elections after the incorporation.
f) No member who has resigned or ceased to be a member or has been
expelled from the Association shall be entitled to attend or vote at any
meeting of the Association.
g) The Chairman or whosoever be presiding over a meeting shall, in
the case of equality of votes, have a second or casting vote except in the
matter of any election of the Association.
ELIGIBILITY TO VOTE
16) A member shall be eligible to vote in election of the Association
after completion of two year of membership in the Association provided such
a member fulfills the conditions stipulated for the renewal of membership
and the change of class of membership, if any, has been notified by the
Secretary General with the approval of Executive Committee of the
Association as the case may be, at least three months prior to announcement
of election schedule.
17) Every member eligible to vote shall deposit with the Secretary
General of the Association the specimen signature card along with his / her
photograph indicating his / her status in the firm, company or concern. The
right to vote shall be allowed only to the proprietor, partner or the
director of the member firm or company, or a person not below the rank of
General Manager authorized by the Board of Directors of a public limited
company or a Multi-National company, as the case may be.
18) The Proprietor, partner or director of the member firm or company
concerned or a person not below the rank of General Manager authorized by
the Board Directors of public limited company or a multinational company
shall be entitled to cast his / her vote at the time of election only if his
or her name has already been registered with the Secretary General of the
Association and his name appears on the list of voters. However, in the
case of Associated Bodies, Associations or persons a society or a trust
etc., the member may be represented by an authorized person who is member of
its Governing Body.
LIST OF VOTERS
19) The Secretary General of the Association shall within seven days
of the issuance of the election schedule display a list of all members
eligible to vote alongwith their National Tax Number, Sales Tax Registration
Number, if applicable and the name and National Identity Card Number of
their representative. Provided that every member of the Association will be
entitled to obtain a copy of such list upon payment of the prescribed fee.
The voters list shall be displayed at:
a. The Notice Board of the head Office and Circle Offices of the
b. The website of the Association.
20) The change, if any, regarding name of representative appearing in
the list of voters shall be sent to the Secretary General of the Association
along with necessary proof of eligibility within seven days of the
announcement of election schedule.
21) The members who have any objection to the entries / changes in
the list of voters shall send their objections in writing to the Secretary
General within seven days of the issuance of the said list.
22) The Secretary General will intimate action on the objections or
changes sent by members within seven days from the last day under preceding
23) In case of any dispute pertaining to the eligibility of a member,
the matter may be referred to the Election Commission of the Association by
any person aggrieved by the decision of the Secretary General of the
Association within three days which will decide that case within three days.
24) Within three days of the decision by the Election Commissioner,
any person aggrieved by the decision of the Election Commission may appeal
to the Regulator of Trade Organizations whose decision in this regard shall
25) Within three days of the decision of the Election Commission or
the Regulator of Trade Organizations as the case may be on such reference
and changes, if any otherwise allowed by the Secretary General, a copy of
final list of voters shall be provided to the candidates contesting the
election and a copy of such list shall also be submitted to the Regulator of
Trade Organizations, forthwith. The final list of voters shall also be
displayed at :
a) The Notice Board of the head Office and Regional Offices of the
b) The website of the Association.
26) Within four days of the issuance of the final list of voters, any
person who is eligible to contest the election for the vacant post, shall
send his nomination duly proposed, seconded, and signed by the candidate to
the Secretary General on the prescribed from in accordance with the Articles
of Association or rules of the Association.
APPOINTMENT OF ELECTION COMMISSION
27) Simultaneously with the approval of election schedule the
Executive Committee of the Association shall appoint an Election Commission,
subject to the following conditions namely:
a) The Commission may comprise of three members;
b) The members so appointed have submitted their consent in writing to
their appointment as such;
c) The members of the Commission, so appointed have not held any
office of the Association for the preceding two years.
d) The members of the Commission shall not be entitled to become a
candidate in the election they are conducting;
e) The members of Commission shall act independently and impartially;
f) The members of the Commission shall not canvass for any candidate
or panels contesting the election, they are conducting.
28) The ballot papers shall have duly numbered counterfoils and the
voters shall sign or affix thumb impression thereon in the presence of the
polling agents of the candidates and the returning officer before the
issuance of ballot papers to him / her.
29) It shall be the duty of the polling officer to see the original
identity card issued by the Association or national identity card or
passport and or the driving license or any other acceptable mode of
identification of the voter and write the number thereof on the counterfoil.
30) After comparing the signatures and photographs with the specimen
signatures cards the polling officer shall handover the ballot paper to the
31) The ballot paper shall be signed by the Secretary General or an
officer of the Association duly authorized by the Commission in this behalf
and shall also be signed by the polling officer at the time when it is
32) The voter shall not be allowed to leave the booth after the
ballot paper has been handed over to him until and unless he or she has
inserted his / her ballot paper in the box placed before the presiding
officer / polling officer and polling agents of the candidates.
33) Adequate arrangements shall be made to maintain the secrecy of
34) Proper account shall be maintained by a designated officer in
respect of ballot papers including used, unused, tendered, challenged or
stray ballot papers.
35) The challenged votes shall be kept in a separate sealed envelope
duly signed and sealed by the polling officer.
36) The Commission or an officer designated by the Commission shall
decide about the challenged votes after verification of necessary
information from the member firm, company or concern before the official
announcement of the results.
CONDUCT OF POLLING
37) The returning officer as appointed shall be incharge of all
arrangements connected with such elections, including counting of votes and
announcement of results.
COUNTING OF VOTES
38) Counting of votes shall take place immediately after the polling
hours under the supervision of Returning officer in the presence of polling
agents of the candidates, if any, at the designated sites.
39) Provisional results may be declared by the returning officer
immediately after the counting votes is completed.
INSPECTION OF RECORD OF ELECTIONS
40) The record of elections shall be open to inspection by the
Members upon an application made to the Returning Officer or his nominee in
this behalf within seven days of the date of polling.
EQUALITY OF VOTES
41) In the event of Equality of votes between two or more candidates
a lot shall be drawn by the returning officer in the presence of candidates
or their authorized representatives / polling agents of such candidates and
a record of the result thereof shall be made.
ANNOUNCEMENT OF RESULTS
42) The final result of elections shall be announced at the Annual
General Meeting of the Association called for this purpose within fifteen
days of the date of polling, but not later then 30th of September
of the year, which shall be the material date for the purposes of paragraph
(iii) of clause (f) of sub-Section (2) of Section 14 of the Trade Ordinance.
43) The final election result announced at the General Meeting shall
be displayed at:
a) The Notice Board of the Head Office and Regional Offices of the
Association within two days; and
b) Displayed at the website of the Association within two days; and
c) Submitted to the Regulator of Trade Organizations within 7 days.
REGISTER OF MEMBERS
a) A register of members in the form specified in Annex-I of
Schedule–A of the Trade Rules, shall be maintained at the Registered Office
of the Association in which shall be set forth the names, addresses and
other particulars of all the members, for the time being, and in which
shall be recorded all changes in membership.
b) Every member shall have the right to have the name of his / its
representative changed from time to time provided that no such change shall
be effected during the period from the date on which the final list of
members and their representative has been circulated for the purpose of the
elections of the Association until after the holding of the elections.
RESIGNATION, REMOVAL AND EXPULSION FROM MEMBERSHIP
a. Any member may resign from the Association by giving 30 days
notice in writing to the Executive Committee and upon expiration of the
notice he shall cease to be a member. The member who has resigned or whose
name has been removed from the register for non-payment of subscription or
for expulsion from the membership for the Association shall remain liable
for all dues to the Association upto the date of resignation, removal or
b Any member who has resigned or whose name has been removed from
the register or who has been expelled from the membership of the Association
shall not be entitled to refund of membership fee paid by him to the
c. A member shall be liable to be fined upto an amount equal to that
of the Membership Fee or to be expelled from the membership of the
Association, or the rights and privileges of member shall be liable to be
withdrawn, for any of the following reasons by a resolution of the Executive
Committee passed in a meeting specially convened for the purpose by two
third majority of the members present in person.
d. Neglect of or refusing to submit to, abide by, or carry out any
decision of the Executive Committee taken within the limits laid down by the
Articles of the Association or by the Trade Act or any, rules, regulations,
instructions or directions issued thereunder.
e. indulging in unethical practices.
f. Intentional violation of the rules, regulations, or bye-laws of
the Association, provided that a member shall not be expelled by the
Executive Committee unless he has been given an opportunity of explaining
his position in writing and / or in person. Provided further that the member
so expelled shall have the right to appeal, within one month from the date
of expulsion, to the General Body of the Association. Provided further that
when such an appeal is made by the member, the Executive Committee shall
arrange to convene a meeting of the General Body within 30 days from the
date of receipt of the appeal, and the decision of the General Body in the
matter shall be final. Provided further that the aggrieved person shall have
the right to appeal to the Regulator of Trade Organizations whose decision
shall be final and binding.
CESSATION OF MEMBERSHIP
46) A member shall cease to be a member of the Association for any of
the following reasons:
a. If he resigns from his membership as per clause (a) of Article 45
b. if he is expelled from membership as per clause (c) of Article 45
c. If he fails to pay annual subscription or any other dues by a
date determined by the Executive Committee, despite notice for ‘payment in
this behalf’, provided that the Executive committee if it deems fit and
proper shall have power to extend time for payment.
d. If any change is made in the constitution of a firm or corporate
name of a company or corporation which substantially alters the composition
of that firm, company or corporation or
e. In case of an individual, if he is undischarged insolvent, or if
he is adjudged by a competent court to be of unsound mind, or if he is
convicted of an offence involving moral turpitude, or
f. In the case of a firm, when it is dissolved, or adjudged
insolvent or the partners thereof are convicted of an offence involving
g. In the case of company or corporation, when it is wound up, or
h. If he closes or transfers his business to a place
outside Pakistan, or
i. If he is expelled from membership of the Association under the
Trade Act, or any other laws and Act issued from time to time governing the
activities of Trade Associations, or
j. If he ceases to hold requisite permission or license for
carrying out the business of the Sector relevant to the Association.
RESTORATION OF MEMBERSHIP
47) A member whose name has been removed from the register due to non
payment of subscription shall be eligible for re-enrolment on payment of an
admission fee afresh and all arrears outstanding against him.
48) Any vacancy caused by disqualification under the provisions of
these Articles In Executive Committee or Circle Committee shall be filled
for the remaining part of the term by the Committee in such manner as it
49) The Administration and management of the affairs of the
Association shall be vested in:
Office Bearers including Executive Committee.
The Circle Committee, if any.
a) The Association shall have two circles at Karachi covering
province of Sind, Balochistan and Lahore covering Punjab, KPK, Islamabad and
capital territory which will deal with all local problems. Their views and
difference of opinion will be given due
consideration while corresponding with the Government on policy matters
affecting all the member of the Association.
b) Each circle shall have its own Executive Committee consisting of
one Vice Chairman and five member to be elected at the Annual General
Meeting of the circle concerned, which shall take place at least one month
before the date of the Annual General Meeting of The Association within ten
days of their election.
c) Two members shall form the quorum of the circle committee.
d) The circle Offices shall hold their respective Annual General
Meeting once a year on a date and time fixed by the respective Committees.
51) Each circle shall remit to the Head Office annually by 30th June,
20% of the admission and subscription fees received from its member for the
preceding year or Rs.10,000/- which ever is greater plus 50% of the
subscription payable to the Federation of Pakistan Chambers of Commerce and
Industry, or any organization as maybe directed by the Government of
COMPOSITION OF CENTERAL EXECUTIVE COMMITTEE
52) The Central Executive Committee shall be composed as follows:
Senior Vice Chairman 1
53) One Vice Chairman and five members of each Circle Executive
Committee shall ipso facto, be represented on the Central Executive
54) The Central Executive Committee for the time being in the office
shall arrange The Election of the Chairman of the Association from amongst
the ten members representing Lahore & Karachi Circles which shall be held in
rotation from amongst the
members of these circles.
55) The Chairman, Senior Vice Chairman and Vice-Chairmen, in addition
to the functions and responsibilities assigned to them in the Memorandum and
Articles of Association, shall be ex-officio members of the Executive
Committee of the Association.
56) The tenure of all elected office bearers shall be one year.
57) The tenure of the Members of the Executive Committee shall be two
years subject to:
a) Fifty percent of the members of the Executive Committee shall
retire every year;
b) After the first election of the Executive Committee under the
Trade Ordinance a draw shall made to determine the fifty percent members who
shall retire after expiry of first year
58). On completion of the term, office bearers and members of the
Executive Committee shall not be eligible to contest election or co-option
in any representative capacity in the trade organization for the next one
year Provided that the above condition shall not apply to the office bearers
of the Executive Committee elected under the Trade Organizations Ordinance.
59) The Executive Committee shall be competent to constitute the
sub-committees with such powers and duties as may be determined by the
Executive Committee from time to time. The Executive Committee shall also
nominate the Convener of the Committees so constituted.
CHAIRMAN OF THE MEETINGS
60) In the case of the Executive Committee, the Chairman, Senior Vice
Chairman or in his absence the Vice-Chairman or in the absence of both of
them any member of the Executive Committee elected for the time being by a
majority of votes shall preside at the meetings of the Executive Committee.
61) Any casual vacancy caused in the Vice Chairman any member of the
Committee during the interval between two General Meetings shall be filled
in by the Executive Committee in such manner as it may decide.
APPOINTMENT OF AUDITORS
62) At each Annual General Meetings, the General Body shall appoint
an Auditor or Auditors according to the provisions of the Companies
Ordinance. The Auditor or the Auditors so appointed shall audit the
accounts of the Association, which will be placed before the General Body,
in the Annual General Meeting held immediately thereafter.
POWERS AND DUTIES OF THE CHAIRMAN
63) The Chairman shall perform such duties and have such powers as
vested in the Chief Executive in terms of the companies Ordinance without
prejudice to the generality, the chairman shall discharge the following
(i). To preside at the meetings of the Executive Committee and / or
meetings of the General Body.
(ii). To control and maintain decorum and discipline at the meetings.
(iii) To look after and supervise the working and activities of the
(iv) To use his casting vote in case of equality of votes.
(v) To give precedence to any item of the Agenda and to give rulings to
points that may be raised in meetings.
(vi) To direct the Secretary General to call the meeting of the Executive
Committee and the General Body, as the case may be.
(vii) To adjourn or disperse unruly and indisciplined meetings.
(viii) To lead the delegations and the deputations.
64) In the absence of the chairman, the Senior Vice-Chairman shall
exercise all the powers of the Chairman and in the absence of Senior Vice
Chairman, the Vice Chairman exercise all the powers of the Chairman
discharge the duties in relation to the Association and the Executive
POWERS AND DUTIES OF SECRETARY GENERAL
65) The Secretary General shall be incharge of the secretariat of the
Association and responsible for day to day operations of the Association and
in his capacity as such shall be of the custodian of all record of the
Association. Without prejudice to the generality, the Secretary General
will perform the following duties:
(a) To issue notices and agenda for the meetings of the Executive Committee
as the case may be.
(b) To carry out the decision of the General Body, Executive Committee as
the case may be.
(c) To keep the office record properly and carry on correspondence on
behalf of the Association.
(d) To record or cause to be recorded the minutes of the meetings of the
General Body, Executive Committee as the case may be, and ensure their
timely circulation to all concerned.
(e) To prepare annual reports and accounts of the Association.
(f) to sign all documents, bills and letters either singly or jointly with
any other office bearer as may be decided by the Executive Committee.
(g) To incur urgent and necessary expenses to the extent as determine by the
(h) To place and present the Report of any Sub-Committee before the
(i) To keep contact with, and co-ordinate among the Circle offices and the
Head office of the Association.
(j) To sign cheques jointly with Chairman, Vice-Chairman, or any member of
the Executive Committee duly authorized in this behalf.
(k) The Secretary General will also act as the Returning Officer in the
Elections of the Association.
AND GENERALLY exercise such powers and duties as may be incidental to the
office of the Secretary General.
POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
66) Ordinarily the Executive Committee shall have the following
powers and duties:
a) To carry out all the rules, aims and objects of the Association.
b) To look after and manage all the property; movable and immovable
held by the Association.
c) To acquire, obtain, utilize and enjoy privileges, concessions,
benefits and rights extended to registered / recognized Associations.
d) To approve and to keep regular record of the activities of the
e) To appoint, suspend or dismiss any paid employee of the
Association and to determine the terms and conditions of Employment of the
f) To cooperate with other person or persons or associations in the
interest of the Association.
g) To settle differences of opinion between members and to hear
appeals whenever such appeals come to the Executive Committee under these
h) To recommend to the General Body to close enrollment or to change
conditions for new enrollment.
i) To convene meetings of the General Body and to place proposals
relating to the common problems of the Association.
j) To issue instructions and directions, to members of the
k) To interpret these Articles.
l) To fill any vacancy occurring among its members provided that a
vacancy in the office of the Chairman shall be filled by the General Body in
its General Meetings.
m) To incur all expenses necessary for the carrying out of its
AND GENERALLY to decide all questions of policy affecting the Association.
POWERS AND DUTIES OF THE CIRCLE COMMITTEE
67). Ordinarily, the Circle Committee shall have the following powers
(i) To carry out all the rules, aims and objects of the Association.
(ii) To carry out directions or instructions of the Executive Committee
regarding the affairs of the Association.
(iii) To appoint, suspend or dismiss any paid employee of the circle office
(iv) To frame rules and bye-laws for the conduct of its own affairs or of
the business of any Sub-Committee.
AND GENERALLY to do all acts, deeds and things incidental to the nature and
field of activity under its competence.
68) The Executive Committee at the Head Office and the Respective
Circle Committee at the circle Offices shall keep or cause to be kept proper
books of accounts in which shall be entered full, true and complete account
of the affairs and transactions of the Association whether at the head
Office or the circle offices, specially the following:
a. Minutes Book for meetings of the General Body.
b. Minutes Book for Meetings of the Executive Committee.
c. Register of Members.
d. A register of members of the Executive Committee and Circle
Committee showing the names and addresses and all changes made therein from
time to time.
69) Every member shall be entitled to inspect the account books and
other documents which shall be kept at the Head office and the circle
offices concerned to such an extent as the Executive committee at the Head
Office and Circle Committee at the circle offices concerned may from time to
time determine. The Committee or the Chairman or Vice-Chairman shall have
power to refuse inspection of any documents which at the time may be
confidential and whose disclosure in its or his opinion is likely to
prejudice the interests of the Association. Reasons for such refusal may be
given in writing and the aggrieved party may appeal to the Executive
Committee whose decision in the matter shall be final.
ANNUAL GENERAL MEETING
70) An Annual General Meeting shall be held every year at such place
and time as the Executive Committee may consider convenient at which a
Report of the proceedings of the previous year and the audited yearly
accounts shall be sent to the members in advance. The first General Meeting
shall be held not less than one month, or more than three months after the
incorporation of the Association.
71) Accounting year of the Association will be closed on the 30th June
every year and its financial statements duly audited by a chartered
accountant alongwith a list of members as on the 30th June shall
be furnished by the Association to the Regulatory Authorities, on or before
the 31st day of December every year.
EXTRA ORDINARY GENERAL MEETING
72) The Executive Committee whenever it may deem fit may convene a
Extra Ordinary Meeting either for the purpose of transacting any Special
business or for placing before the members review of the activities in the
73) A Extra Ordinary Meeting shall be convened by the Executive
Committee upon the requisition of not less than one-third of the members of
the Association. The requisition so made shall state the object of the
Extra Ordinary Meeting proposed to be called and shall be presented to the
Secretary General of the Association.
74) Upon receipt of the requisition under the preceding Article, the
Executive Committee shall forthwith proceed to convene a Extra Ordinary
75) Not withstanding provisions of the preceding articles and subject
to the provisions of the Ordinance as to the power to alter regulations by
Special Resolution, at least twenty-one days notice, specifying the place,
the day and the hour of the meeting and of the nature of the special
business shall be given for any Special Meeting convened to revise, alter or
amend the regulations of the Association.
76) The non-receipt of a notice convening any General Meeting by any
member shall not invalidate the proceedings of any such meeting.
(a) In the case of the Executive Committee 5, or 1/3rd members
and in the case of the Circle Committee 3, or 1/3rd members shall
form quorum, which is higher in number.
(b) One fourth members present personally and entitled to vote at the
General Body meetings shall constitute a quorum.
78) If within half an hour appointed for a General Meeting, a quorum
of members is not present, the meeting if not convened on the requisition of
members, shall stand adjourned to the same day in the following week at the
same time and place provided that if it falls on pubic holiday, the meeting
shall take place at the same time and place a week after and if at such
adjourned meeting, the quorum of members is not present, the business on the
agenda will be transacted by the members present whatever be their number.
The meeting convened on requisition of members shall stand dissolved for
want of quorum.
79) Every question referred to a General Meeting shall be decided by
the majority of members present and voting at such meeting.
AMENDMENTS IN THE ARTICLES AND MEMORANDUM
80) Amendments in these Articles or Memorandum can be effected only
by a Resolution passed by the Extra-Ordinary General Meeting of the
Association convened specially for this purpose, in accordance with these
Articles. A proposal for amendments in the Articles shall be passed by ¾
majority of the Members present and voting at such a meeting, provided that
all amendments shall be subject to the approval of government.
81) The funds of the Association shall be deposited in a scheduled
Bank or Banks.
82) The Executive Committee shall as soon as practicable provide for
a common seal of the Association. The seal shall be deposited with the
Secretary General at the Head Office and shall never be affixed to any
document except in pursuance of a resolution of the Executive
83) Deeds, bonds and other documents to be made under the Seal shall
be deemed to have been duly executed on behalf of the Association, if sealed
with the common seal of the Association, and signed by the Chairman or
Senior Vice Chairman or Vice Chairman and countersigned by the Secretary
General or by the person acting as Secretary General.
84) The members who have subscribed to the Memorandum and Articles of
Association shall constitute the Adhoc Committee of the Association and
shall exercise all the powers of the Executive Committee until such time as
office bearers of the committee are elected in terms of the Articles after
the registration of the Association.
85) Notwithstanding anything contained in these Articles, the
provisions of Trade Act and Rules will prevail to resolve any inconsistency.
86) The provisions of the Companies Ordinance, 1984 as amended from
time to time, regarding the winding up of a private company shall apply to
the winding up or dissolution of the Association.
87) The Chairman, Vice Chairman, Secretary General, members of the
Executive Committee and all officers of the Association from time to time
acting in relation to any of the affairs of the Association shall be
indemnified out of the funds and assets of the Association against all
liabilities which they or any or them may incur by reason of any act done or
action taken in their aforesaid capacity in the execution of their duty
including defending all legal proceedings before any Court of Law.