IFESL Proposed Act


THE ARTICLES OF ASSOCIATION OF THE INSTITUTION OF FIRE ENGINEERS

1. PRELIMINARY
The provisions relating to Companies Limited by Guarantee as contained in part III of the Companies Act No.7 of 2007 shall apply to the Association.
The Rules contained in the First schedule the Companies Act No.7 of 2007 shall not apply to the Association and the Rules herein contained shall be deemed to be the Rules governing the association.

2. NAME
The Institution is the Sri Lanka branch of the Institution of Fire Engineers, U.K. and shall bear the name, THE INSTITUTION OF FIRE ENGINEERS.

3. INTERPRETATION

Act The Companies Act No 07 of 2007
Institution THE INSTITUTION OF FIRE ENGINEERS
Exco The Executive Committee
Board The Board of Directors
These Articles The Articles of Association of
THE INSTITUTION OF FIRE ENGINEERS

Special Resolution Meaning given in Section 143 (1) of the Act.

Words imparting the masculine include the feminine gender and vice versa.

Words imparting the Singular number include the plural number and vice versa.

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 herein otherwise provided.

4. OBJECTS

TO FOSTER AND SUPPORT THE INSTITUTION OF FIRE ENGINEERS UK , IN ITS OBJECTIVES AND SO FAR AS IT IS POSSIBLE WITHIN THE STRUCTURE OF THE BRANCH TO SUBSCRIBE TO AND CARRY OUT THE OBJECTS MAINLY

The objects for which the Institution is established are

a. To promote, encourage and improve the science and practice of Fire Extinction, Fire prevention and Fire Engineering and all operations and expedients connected therewith, and to give an impulse to ideas likely to be useful in connection with or relation to such science and practice to the members and the community at large.

b. To enable the members to meet and to correspond and to facilitate the interchange of ideas respecting improvements in the various branches of the said science and publication and communication of information on such subjects and to co-ordinate and encourage groups within the Institution

c. To do all other things incidental or conducive to the attainment of the above or any of them.

d. To do all in its power to prepare and produce suitable candidates for membership of The Institution Fire Engineers U.K.as requisite and to encourage and assist members to attain corporate membership.

e. To conduct fire training programs, awareness programs, seminars of fire prevention and operations, and advisory services ….

5. MEMBERSHIP

a. All life fellows,fellows,Honarary fellows,members,associates,graduates, Aaffiliates,students and any remaining licentiates and individual Affiliates shall be eligible for membership of the Institution as long as they are members of the Institution of Fire Engineers UK and not in arrears with annual subscriptions.

b. Those UK institution members as in (a)above may be admitted to membership of the Institution at the discretion of the Exco .The Exco may also admit as honorary member any other person who are prepared to render technical assistance to the Institution .

c. Every member shall, on election and on the first day of January in each year pay an annual subscription of an amount to be decided by the members at a general meeting.

d. The amount shall not exceed fifty percent (50%) of the annual subscription of the member payable to the general council of the institution in the United Kingdom. In the case of groups the subscription shall be collected by the group treasurer, who shall retain a percentage of the subscriptions to meet group expenses and remit the remainder to the treasurer of the Institution to be used to meet expenses in the running of the Institution. The amount of subscriptions and the percentage to be retained by the group shall be determined by the Institution

e. In the case of each member elected in the last three months of any financial year the first subscription shall cover both the year of election and the succeeding year, But shall only entitle the person elected to the proceeding published after his election.

f. Members of at least 15 years standing may from 1st January in the financial year following the attainment of the age of 65, make a payment of twice the annual subscription which shall entitle them to remain members of the Institution during their lifetime without the payment of any further annual subscriptions.

5.1 Cessation of membership
Membership of the Institution shall cease upon-

a. A members death or by resignation in writing addressed to the Honorary Secretary.

b. Failure to pay annual subscription for twelve months from the date of the same becoming payable subject to due notice being given.

c. For acting in a manner inconsistent with membership or prejudicial of the interests of the Institution and membership is terminated by the Exco and ratified at a General Meeting of the Institution.

6. Meetings

a. An annual general meeting shall be held in or about the month of April of each year at which the audited accounts of the previous year shall be submitted for approval and the Exco and officers for ensuing year shall take office having been elected in accordance with rule 5.

b. Extraordinary General meetings shall be held as required at times and places to be determined by the Exco notice of which shall be communicated in writing to all members of the Institution not less than nine days prior to the day of the meeting. Such notice shall specify the exact business to be discussed at the meeting, and no business shall be transacted or resolution proposed of which notice has not been given.

c. On a requisition in writing signed by or on behalf of ten members being received by the honorary secretary an extraordinary general meeting shall be called forthwith giving at least nine days and not more than twenty-one days notice thereof. Such notice shall specify the exact business to be discussed at the meeting, and no business shall be transacted or resolution proposed of which such notice has not been given.

d. Every member present at a Institution meeting .irrespective of class, shall have one vote, but in cases of equality of voting, the chairman (president) shall have a second or casting vote.

7. EXECUTIVE COMMITTEE

7.1 The Institution shall elect members to form an Executive committee.

a. There shall be elected at the annual General Meeting, a chairman (president), vice chairman (vice president), Hon. Secretary and Hon. Treasurer (which office may be joined with that of Hon. Secretary), an auditor and a committee. The retiring chairman (president) shall also be eligible for membership of the executive committee for one year following his retirement from that office. The office of chairman (president) shall not be held by the same person for longer than three consecutive years.

b. An Exco consisting of not less than FIFTEEN (15) persons including the President,
Honorary Secretary and Honorary Treasurer duly elected at the Annual General Meeting, shall be the policy making body of the association.

c. All members of the Institution of any class shall be eligible for election as officers or to the Exco subject only to members, other than life fellows, fellows, members and associate members, not exceeding gone one third of the total number of members of the Exco.

d. The officers other than the auditor shall be entitled to be present and vote at all meetings of the Exco.

e. Where Group(s) are formed they shall be entitled to have one or more members of the Institution depending on the numbers of members in the group,I.E.1-29 group members-one elected representative on Institution Exco. 30- or more group members-two elected representative on Institution Exco.

f.The Exco shall hold office for one year and unless those members of the Institution at a general meeting have decided otherwise, all members of the Exco shall be eligible for re-election.

g. Nominations for officers and membership of the Exco proposed by a member of the Institution and seconded by two others, should be addressed to the honorary Secretary so as to reach him not later than the first day of January in each year.

7.2 The members of the Exco shall be-
1. Mr. ………………- President
2. Mr Vice president
3. Mr Secretary
4. Mr Treasurer
5. Committee member
6 up to 15

8. PROCEEDINGS – POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE

a. The Exco shall have the power to co-opt for a specific purpose any member of the Institution to serve on the Exco and any casual vacancy occurring thereon.

b.The minimum quorum for a Exco meeting shall be three (03) members.The Exco may appoint any subcommittee and may delegate their powers and discretion to the sub committee.The quorum for a subcommittee meeting shall be determined by the committee.

c. The committee shall manage the property, proceedings and affairs of the Institution and shall exercise all powers of the association which are not required to be exercised by the Association general meeting.

d. In particular the Exco shall have the power to refuse to admit any person to membership without assigning any reason, therefore ,and may terminate the membership of any person who fails to full fill the conditions of membership. In the case of termination of membership the Institution shall report the matter to the council of the Institution in the United Kingdom.

e. The Exco shall meet once every two months, but if the Hon. secretary should receive notice in writing from three members of the Exco requesting him to call a meeting of the Exco. He shall do so forthwith, giving at least nine days and not more than twenty-one days notice.

f. It shall be the duty of the Exco to ensure that notice of all meetings, minutes of meetings and copies of other communications issued to members of the Institution are sent as soon as available to the president and General Secretary of the Institution in the United Kingdom.

g. The Exco shall not take any action not in accordance with the general policy of the institution and any resolution , either of the Exco or a general meeting, which in any way affects matters of policy must be submitted forthwith to the council of the Institution in the United Kingdom.

h. The chairman and Hon. Treasurer shall be empowered to incur approved expenses on behalf of the branch and Exco and be authorized to operate a current banking account for this purpose and shall notify Exco of any action taken under this ruling.

9. GROUPS
a. The Institution shall be divided in to nine (09) groups whose headquarters shall be in their respective provincial capitals.

b. Subject to the approval of the council of the United Kingdom, additional Groups may be formed by any party of members who cannot attend the meetings of existing Groups owing to the difficulties of travel.

10. BOARD OF DIRECTORS

10.1 The Board of Directors shall be appointed by the subscribers to the Articles of the
Institution and subsequently at the annual general meeting and shall be
composed of not less than three members of the Executive Committee herein
referred to including the President, Honorary Secretary and Honorary Treasurer
and shall be not be more than seven

10.2 a. The first members of the Board of Directors shall be-

(i) Mr. …………….….. – President
(ii) Mr. …………….…. – Vice President
(iii) Mr. ………………. – Honorary Secretary
(iv) Mr. ………………. – Honorary Treasurer

b. The first Directors so appointed shall be entitled to hold office until the
Next (second) annual general meeting of the Institution and thereafter be
eligible for re-election at subsequent annual general meetings.

10.3 The Board of Directors may exercise all such powers that are not by the Act or
by these articles required to be exercised by the members at a general meeting
of the Institution.

10.4 The board of Directors shall have the power to administer and manage the day
to day affairs of the association including the power to-

i. Raise and release funds for programs and activities approved by it;

ii. Open and operate such bank accounts as may be necessary or recommended by the Exco

iii. Review and approve all tenders for the purchase of capital and other equipment;

iv. Review, assess and approve the human resource needs, staff promotions, salary increases and other issues pertaining to human resource management of the Institution;

v. Create cadre requirements, salary structures, and appoint, promote, take disciplinary action, dismiss and see to the welfare of the paid employees.
Review and assess the implementation of the administrative and financial procedures;

vi. Review and assess the implementation of the administrative and financial procedures.

vii. Review and assess the cash-flow needs and the liquidity position of the association monthly and where necessary refer such issues to the Exco.

viii. Delegate its authority and fill any vacancies in their body for the remaining period.

11. BORROWING POWERS
The Board of Directors with the concurrence of the Exco may from time to time at its discretion raise, borrow, or secure the payment of any sum of sums of money and obtain other accommodation for the purposes of the association and may give security for the same by mortgage or pledge or other form of security charged upon all or any part of the assets of the association both present and future or in such other manner and upon such terms and conditions in all respects as the Board thinks fit.

12. ADMISSION AND MEMBERSHIP FEES
The Exco may from time to time, subject to approval at a general meeting, determine the amount of admission and/or membership fees or subscriptions payable. A member
shall not however be liable to pay any membership or other fee or subscriptions in excess of the amount payable by him for a period prior to such determination.

13. SECRETARY

Where the Honorary Secretary elected under Articles-hereby is not qualified in terms of the regulations prescribed under Section 222 of the Act the Executive Committee shall in addition to such Honorary Secretary, appoint a person firm or Company duly qualified as Secretary in compliance with the said regulations. The person, firm or Company so appointed need not be a member of the association and may be paid
such remuneration as the Exco thinks fit and may also be removed by the Exco.

14. THE SEAL
The Board shall provide for the safe custody of the seal which shall be affixed to any instrument only in the presence of two members of the Board of Directors or one member of the said Board and the Secretary or any other person appointed by the Board of Directors for such purpose and every such instrument shall be signed by the persons in whose presence the seal was so affixed.

15. AMENDMENTS
No addition, alteration or amendment shall be made to or in the provisions of 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 and sanctioned by a special resolution passed in terms of the Companies Act.

16. FINANCIAL YEAR
The Financial year of the association may be fixed by the Board and unless so fixed shall be from the first day of JANUARY in any year to the thirty first day of DECEMBER of each succeeding year.

17. INCOME AND PROPERTY
The income and property of the Institution when so ever derived, shall be applied solely towards the promotion of the objects of the Institution as set forth in this Articles of Association, and no portion thereof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Institution.

Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Institution, or to any member of the Institution, in return for any services actually rendered to the Institution, not prevent the payment of interest at a rate not exceeding the rate authorized by the Central Bank for the time being, on money lent or reasonable and proper rent for premises demised or let by any member to the Institution; but so that no member of the Council of Management body of the Institution shall be appointed to any salaried office of the Institution or any office of the Institution paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Institution to any member of such council or Governing Body, 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 Institution; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Council of management or Governing Body may be member, and in which such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

18. INVESTMENTS
To invest the moneys of the Institution not immediately required for its purpose in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions as may for the time being be imposed or required by law Provided that –

18.1 In case the Institution shall take or hold any property which may be subject to any trust, the Institution shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

18.2 The Institution shall not support with its funds any objects or endeavors to impose on or procure to be observed by its members or others, any regulations, restriction, or condition which if an object of the Institution would make it a trade union.

18.3 In case the Institution shall take or hold any property , the Institution shall not sell, mortgage, charge or lease the same without the prior written authority, approval or
consent of the Registrar of Companies and without such authority, approval or consent as may otherwise be required by law, and as regards such property the Council of
management or Governing Body of the Institution 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 they would such council of management or Governing Body have been if no incorporation had been effected.

19, LIABILITY
The liability of the members is limited.

20. CONTRIBUTION
Every member of the Institution undertakes to contribute to the assets of the Institution in the event of the same being wound up during the time, that he is a member or within one year afterwards for payments of the debts and liabilities
of the Institution contracted before the time at which he ceases to be a member and of the adjustments of the rights of the contributors among themselves, such amount as may be required not exceeding One Thousand rupees.(Rs.1000/-).

21. DISSOLUTION
If upon the winding up or dissolution of the Institution 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 Institution but shall be given or transferred to a branch of the Association or some other institution having similar objects to the objects of the Institution, to determined by the members of the Institution at or before the time of dissolution and in default thereof by a Judge or Government Authority having jurisdiction in regard to charitable funds.

22. INDEMNITY
No member of the Exco, Board of Directors or other committee, officer, auditor, secretary or other person employed by the Institution shall be answerable or
personally liable for any loss arising from the administration or application of the funds and properties of the Institution and shall be indemnified out of the funds
of the Institution against all liabilities incurred by him in connection with the activities of the Institution nless such loss, damage or liability is caused by willful default or
fraud.

23. VOLUNTARY SOCIAL SERVICE ORGANISATION
The association being Voluntary Social Service Organization as defined under the Voluntary Social Service Organization (Registration And Supervision) act, shall take
steps to register under the said Act after incorporation.

The Sixteenth and Eighteenth paragraphs of these Articles contained conditions to which a license granted by the Registrar of Companies in pursuance of Section 34 of the Companies Act no 07 of 2007 is subject.

Proposed By.
I Jayaweera Madigaseker (member no 28758) President of the Sri Lanka Branch of The Institution of Fire Engineers .UK propose that the above amendments to be made to the constitution of the Sri Lanka Branch of The Institution of Fire Engineers UK. for enabling us to get the local branch registered with the Registrar of Companies in Sri Lanka.

Mr. Jayaweera Madigasekera.
15/12/ 14

Seconded by.
I Lal De.Silva , Treasure of the Sri Lanka Branch of The Institution of Fire Engineers UK. Second the above proposed of amendments to the constitution of the Sri Lanka Branch of The Institution of Fire Engineers UK

Mr. Lal De. Silva

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