The name of the Society shall be “Melandah Foundation”, hereinafter referred to as “the Foundation” or “the Society”.

The Registered Office of the Foundation shall be situated in Melandah Upazila, Jamalpur District, Bangladesh. The Governing Body may, subject to applicable law and approval of the competent authority where required, change the Registered Office and establish branch, regional, liaison, project or representative offices anywhere in Bangladesh or abroad.

3.0 The objects for which the Foundation is established are all or any of the following, provided that any permission, approval, registration or licence required by law shall be obtained from the Government or the appropriate authority wherever required. 3.1 Poverty Relief, Health and Humanitarian Assistance To prevent and relieve poverty, hardship and social exclusion; preserve and improve physical and mental health and wellbeing; provide humanitarian assistance, disaster relief, emergency communications, rehabilitation, community healthcare, public health education, recreational, sporting, fitness and swimming facilities; and undertake such charitable activities as promote the welfare, safety and wellbeing of individuals and communities. 3.2 Education, Research and Innovation To advance education, research, science, technology, engineering and mathematics (STEM), vocational and technical education, digital literacy, innovation, electronics, computing, robotics, amateur radio, scholarships, training and lifelong learning; and to establish or support libraries, reading rooms, study centres, digital learning facilities, laboratories, training centres and other educational facilities for the benefit of children, young people and adults. 3.3 Community, Social and Environmental Development To promote sustainable community development through livelihood support, entrepreneurship, agriculture, food security, environmental conservation, social welfare, recreation, arts, culture, sports and community participation; to protect, include and empower children, young people, women, older persons, persons with disabilities and other disadvantaged or vulnerable communities; and to establish, operate or support community centres, district community hubs, youth centres, public halls, playgrounds, swimming facilities, recreational spaces and other facilities serving the charitable needs of communities. 3.4 Partnerships and Resource Development To cooperate with governments, local authorities, public authorities, educational institutions, universities, healthcare providers, charities, non-governmental organisations, international organisations, development partners, community organisations and other lawful bodies; to receive grants, donations, gifts, subscriptions, endowments and other lawful resources; and to acquire, lease, construct, develop, own, hold, maintain, manage and, subject to this Constitution and applicable law, dispose of movable and immovable property, community centres, facilities, equipment and other assets for the lawful purposes of the Foundation. 3.5 General Charitable Powers To undertake any other lawful charitable, educational, health, humanitarian, recreational, sporting, cultural, environmental or community-development activity; to establish and operate programmes, institutions, centres and facilities consistent with the above objects; and to do all such lawful acts and things as are incidental or conducive to the attainment of the above objects.

4.1 Non-profit Character: The income, funds and property of the Foundation shall be applied solely towards the promotion of its objects. No part shall be paid or distributed to any member or Member of the Governing Body by way of profit, dividend or bonus, except for properly authorised reimbursement of expenses or reasonable payment for goods or professional services actually provided. 4.2 Charitable and Non-political Character: The Foundation shall be charitable, voluntary, non-profit, non-political, non-partisan, non-sectarian and non-discriminatory. 4.3 Non-liability: No member or Member of the Governing Body shall, merely by reason of membership or office, be personally liable for the debts or obligations of the Foundation, except where liability arises from fraud, dishonesty, wilful misconduct, gross negligence or breach of trust.

The names, addresses, occupations and designations of the members of the First Governing Body shall be as follows:

We, the undersigned, are desirous of being formed into a Society under the Societies Registration Act, 1860, in accordance with this Memorandum of Association.

Date of Adoption Place of Adoption Melandah, Jamalpur, Bangladesh Witnesses

1.1 The name of the Society shall be "Melandah Foundation", hereinafter referred to as "the Foundation" or "the Society". 1.2 The Society shall be a voluntary, non-profit, non-political and charitable organisation established under the Societies Registration Act, 1860, and shall operate in accordance with its Memorandum of Association, these Rules and Regulations and the applicable laws of Bangladesh. 1.3 The Society shall have perpetual succession and may use its approved name, logo, emblem and official seal in carrying out its lawful activities. 1.4 The official abbreviation of the Society may be MF, which may be used for administrative, educational, communication and promotional purposes, provided that all legal documents shall bear the full name "Melandah Foundation".

2.1 The official languages of the Society shall be Bangla and English. 2.2 The Memorandum of Association, Rules and Regulations, minutes, resolutions and official records of the Society may be maintained in Bangla or English, or in both languages. 2.3 In the event of any inconsistency between the Bangla and English versions of this Constitution, the Bangla version, as approved by the competent authority, shall prevail unless otherwise required by law.

3.1 The area of operation of the Society shall extend throughout the People's Republic of Bangladesh. 3.2 Subject to the approval of the competent authorities and applicable laws, the Society may establish branch offices, regional offices, district offices, project offices, training centres or any other operational units anywhere in Bangladesh. 3.3 The Society may also undertake programmes, projects, partnerships, research, humanitarian assistance and international cooperation outside Bangladesh, where permitted by the laws of Bangladesh and the laws of the host country, provided that such activities are consistent with the objectives of the Society. 3.4 The registered office of the Society shall be situated at the address specified in the Memorandum of Association and may be changed by resolution of the Governing Body in accordance with applicable law.

Subject to the Act, the Society has power to do all things incidental or conducive to achieve its purposes. In particular, the Society has power— 4.1 To acquire, hold and dispose of any property. 4.2 To raise, deposit or invest funds. 4.3 To borrow money. 4.4 To enter into any contract. 4.5 To co-operate with other societies, voluntary bodies and statutory or local authorities. 4.6 To establish any trusts or institutions. 4.7 To do all such other lawful things as are necessary for the achievement of the objects.

5.1 The subscribers to the Memorandum are the first members of the Society. 5.2 Any natural person over eighteen (18) years of age is eligible to apply to become a member. 5.3 Any other eligibility as prescribed by the Bye-laws.

6.1 A Membership Search Committee and a Full Membership Assessment Committee shall be formed by the Society. 6.2 A person applying for Associate Membership, or an Associate Member applying for Full Membership, shall submit the prescribed application in accordance with this Constitution and the Bye-laws and pay any prescribed fee. 6.3 Upon receipt of an application, the relevant Committee shall review the application and submit its recommendation to the Chairperson regarding approval or rejection of the application. 6.4 The Chairperson shall decide whether to approve or reject the application. 6.5 No reason need be given for the rejection of an application.

7.1 The Society shall have the following classes of membership— (a) Associate Member; (b) Full Member; (c) Fellow Member; and (d) Honorary Member. 7.2 Associate Members (a) Every person admitted to the Society shall initially be admitted as an Associate Member. (b) An Associate Member shall become eligible to apply for Full Membership after completing at least two (2) years of continuous membership and satisfying the requirements prescribed by this Constitution and the Bye-laws. 7.3 Full Members An Associate Member who satisfies the prescribed eligibility and assessment requirements may be admitted as a Full Member in accordance with this Constitution and the Bye-laws. 7.4 Fellow Members The Society may confer the title of Fellow Member upon any person who has rendered outstanding service to the Society or has made distinguished contributions to humanitarian, educational, community development, research or public service. 7.5 Honorary Members The Society may admit any distinguished person as an Honorary Member in recognition of exceptional service or contribution to the Society or the wider community.

8.1 Every member shall— (a) abide by the Memorandum of Association, this Constitution, the Rules and Regulations and the Bye-laws of the Society; (b) support and promote the aims, objects and reputation of the Society; (c) pay any prescribed subscription or membership fees, where applicable; (d) participate in the programmes, projects, activities and meetings of the Society, where appropriate; (e) safeguard the property, assets and interests of the Society; and (f) perform such other lawful duties as may be assigned by the Society. 8.2 A member who fails to fulfil the duties prescribed under this Article may have his or her membership rights suspended or restricted in accordance with this Constitution and the Bye-laws.

9.1 Every member shall have the right to— (a) participate in the activities and programmes of the Society; (b) receive notice of General Meetings; (c) attend and speak at General Meetings; (d) inspect the Register of Members, subject to this Constitution and the Bye-laws; and (e) enjoy such other rights and privileges as may be prescribed by the Bye-laws. 9.2 A Full Member shall have the right to— (a) vote at General Meetings; (b) contest for election to the Governing Body; (c) hold elective office; and (d) participate in the governance of the Society, subject to this Constitution and the Bye-laws. 9.3 An Associate Member, Fellow Member and Honorary Member shall not have voting rights and shall not be eligible to contest for election to the Governing Body or to hold elective office. 9.4 No member shall appoint another person as a proxy to attend, speak or vote on his or her behalf.

10.1 The membership of a member shall cease upon— (a) resignation; (b) expulsion from the Society; or (c) death. 10.2 A member may resign from the Society by giving written notice to the Chairperson or General Secretary. 10.3 A member whose membership is terminated shall cease to enjoy the rights and privileges of membership from the effective date of termination.

11.1 The Society may take disciplinary action against a member if it is determined that the member— (a) has failed to comply with Article 8 or any provision of these Rules and Regulations; (b) refuses to support the objects of the Society; (c) has engaged in conduct prejudicial to the Society; or (d) has remained absent from more than three consecutive General Meetings without the permission of the Chairperson. 11.2 Where sufficient grounds exist, the Society in General Meeting or the Governing Body Meeting shall appoint a Disciplinary Committee to hear the matter, give the member an opportunity to be heard and recommend appropriate action. 11.3 Upon the recommendation of the Disciplinary Committee, the Society in General Meeting or the Governing Body Meeting may— (a) censure the member; (b) suspend the member for a specified period; (c) expel the member; (d) fine the member; or (e) impose any other penalty prescribed by the Bye-laws.

12.1 The Treasurer shall keep and maintain a Register of Members, which shall include— (a) the name, address, occupation and contact details of each member; (b) the class of membership and the date on which each person became a member or changed membership class; (c) the date on which a person ceased to be a member; and (d) such other information as may be prescribed by the Society or determined by the Treasurer.

13.1 The General Meetings of the Society shall consist of the following: (a) the Annual General Meeting (AGM); and (b) the Special General Meeting (SGM).

14.1 An Annual General Meeting must be held in each subsequent year and not more than fifteen (15) months may elapse between successive Annual General Meetings. 14.2 The ordinary business of the Annual General Meeting is as follows— (a) to confirm the minutes of the previous Annual General Meeting and of any Special General Meeting held since then; (b) to receive and consider the annual report and annual financial statement; (c) to appoint the Members of the Governing Body; (d) to confirm or vary the amounts of annual subscription fees and other subscription fees; and (e) to conduct any other business of which notice has been given.

Article 15 – Special General Meeting 15.1 Any General Meeting, other than an Annual General Meeting, is a Special General Meeting. 15.2 No business other than that set out in the notice shall be conducted at the meeting. 15.3 The ordinary business of a Special General Meeting is as follows— (a) to remove a Member of the Governing Body from his office in accordance with Article 22; (b) to amend this Constitution in accordance with Article 37; (c) to dissolve the Society in accordance with Article 38; and (d) to conduct any other business of which notice has been given.

16.1 The Secretary shall give at least fourteen (14) days' notice of every General Meeting to each member entitled to receive notice. 16.2 The notice shall specify the date, time and place of the meeting and the nature of the business to be transacted. 16.3 The accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings of the meeting.

17.1 No business may be conducted at a General Meeting unless a quorum of members is present. 17.2 The quorum for a General Meeting is the presence of at least forty per cent (40%) of the members entitled to vote. 17.3 If a quorum is not present within forty-five (45) minutes from the time appointed for the meeting, the meeting shall be adjourned to such date, time and place as the Chairman shall determine. 17.4 If, at the adjourned meeting, a quorum is not present within thirty (30) minutes after the time appointed for the start of the meeting, the members present constitute a quorum.

18.1 On any question arising at a General Meeting— (a) each member entitled to vote has one vote; and (b) except in the cases of removal of a Member of the Governing Body from office, amendment of this Constitution and voluntary dissolution, the question shall be decided on a majority of votes of members present at the meeting. 18.2 If votes are divided equally on a question, the Chairman has a second or casting vote. 18.3 The Chairman of a General Meeting may, on the basis of general agreement or disagreement or by a show of hands, declare that a resolution has been carried or that a resolution has been lost, and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

Subject to the Act, this Constitution, the By-laws and any resolution passed by the Society in General Meeting, the Governing Body— (a) shall control and manage the affairs of the Society; (b) may exercise all the functions that may be exercised by the Society, other than those functions that are required by this Constitution to be exercised by the Society in General Meeting; (c) has power to perform all acts and do all things that appear to the Governing Body to be necessary or desirable for the proper management of the affairs of the Society; and (d) may appoint committees, coordinators or sub-committees consisting of members with terms of reference as it considers appropriate; (e) may appoint and remove staff; and (f) shall have authority to interpret the meaning of this Constitution and any other matter relating to the affairs of the Society on which this Constitution is silent.

20.1 A member is eligible to be appointed as a Member of the Governing Body if the member is entitled to vote. 20.2 The Chairman shall be appointed by the votes of three-fifths (3/5) of the members present at a General Meeting. 20.3 The Chairman shall nominate the Treasurer and other Members of the Governing Body, provided that these nominations shall be confirmed by a simple majority of votes of the members present at a General Meeting. 20.4 A Member of the Governing Body may be re-appointed. 20.5 Subject to the provisions of this Constitution, the Governing Body shall be appointed for a term of two (2) years from the date on which the Governing Body enters upon office, provided that, despite the expiration of the term, the Governing Body shall continue to hold office until the successors enter upon office.

21.1 The office of a Member of the Governing Body becomes vacant if the member— (a) resigns by giving written notice to the Chairman; or (b) ceases to be a member of the Society; or (c) is absent, without the consent of the Chairman, from three consecutive meetings of the Governing Body; or (d) suffers from mental or physical incapacity; or (e) becomes bankrupt or personally insolvent; or (f) is convicted of an offence involving fraud or dishonesty or is incapable of being a Member of the Governing Body as prescribed by the By-laws. 21.2 The Society may make any provision, in addition to this Constitution or the By-laws, regarding vacation of the office of a Member of the Governing Body. 21.3 The Society in General Meeting may, by the votes of three-fifths (3/5) of the members present, remove any Member of the Governing Body from office before the end of the member's term of office. 21.4 Filling of Vacancies (a) The Society in General Meeting or the Governing Body may appoint an eligible member to fill a position on the Governing Body that has become vacant through removal or in the event of a casual vacancy. (b) The Governing Body may continue to act despite any vacancy.

22.1 The Governing Body shall meet as often as necessary to conduct the business of the Society, but not less than four (4) times in each calendar year. 22.2 The Chairman— (a) may convene a meeting of the Governing Body at any time; and (b) shall, on the written request of not less than one-third (1/3) of the Members of the Governing Body, convene a meeting of the Governing Body. 22.3 Written notice of a meeting of the Governing Body shall be given to each Member of the Governing Body at least seven (7) days before the date of the meeting. 22.4 The notice shall specify the date, time and place of the meeting and the nature of the business to be transacted. 22.5 The accidental omission to give notice to, or the non-receipt of notice by, any Member of the Governing Body does not invalidate the proceedings of the meeting.

Article 23 – Quorum and Procedure at Meetings of the Governing Body 23.1 No business shall be transacted at a meeting of the Governing Body unless a quorum is present. 23.2 A quorum for a meeting of the Governing Body shall be five (5) Members of the Governing Body. 23.3 If a quorum is not present within thirty (30) minutes after the appointed time for the meeting, the meeting shall stand adjourned to such date, time and place as the Chairman determines. 23.4 If, at the adjourned meeting, a quorum is not present within thirty (30) minutes after the appointed time for the meeting, the members present shall constitute a quorum. 23.5 The Chairman shall preside at every meeting of the Governing Body. 23.6 If the Chairman is absent, the Members of the Governing Body present shall elect one of their number to preside at the meeting.

Article 24 – Quorum at Governing Body Meetings 24.1 Any five (5) Members of the Governing Body constitute a quorum for the conduct of the business of a meeting of the Governing Body. 24.2 No business is to be conducted by the Governing Body unless a quorum is present and, if within half an hour of the time appointed for the meeting a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week. 24.3 The same quorum applies at the adjourned meeting.

25.1 On any question arising at a Governing Body Meeting, each Member of the Governing Body present at the meeting has one vote. 25.2 A question arising at a Governing Body Meeting shall be decided by a majority of votes. 25.3 In the event of an equality of votes on any question, the Chairman may exercise a second or casting vote.

26.1 Any action required or permitted to be taken by the Governing Body may be taken without a meeting if a majority of the Members of the Governing Body individually or collectively consent in writing to that action. Such written consent shall have the same force and effect as a majority vote of the Members of the Governing Body at a Governing Body Meeting.

Article 27 – Minutes 27.1 The Governing Body shall ensure that minutes are taken and kept of— (a) all appointments of Members of the Governing Body; (b) the names of the Members of the Governing Body present at each Governing Body Meeting and each General Meeting; and (c) all proceedings at Governing Body Meetings and General Meetings. 27.2 The minutes of a meeting shall be signed by the Chairman of the meeting or by the Chairman of the next meeting. 27.3 The signature of the Chairman on the minutes shall be evidence that the meeting was duly held and that the minutes are a true and accurate record of the proceedings unless the contrary is proved. 27.4 The minutes shall be kept in the custody of the Secretary and shall be made available for inspection by any Member upon reasonable notice, subject to this Constitution and any applicable By-laws.

28.1 The funds of the Society shall be derived from annual subscriptions of members, donations, grants, sponsorships, fundraising activities, gifts, bequests, and such other lawful sources as the Governing Body may determine. 28.2 The Society shall apply its funds solely towards the promotion of its aims and objectives, and no portion of the income or property shall be paid or transferred directly or indirectly to any member, except as authorised by this Constitution. 28.3 All money received by the Society shall be deposited into the Society's authorised bank account as soon as practicable.

Article 29 – Management of Funds 29.1 Subject to any restrictions imposed by the Society in General Meeting, the Treasurer shall check and the Chairman shall approve expenditure. 29.2 The Society shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Society.

30.1 The Society shall open one or more bank accounts with a scheduled bank into which all income, donations, grants and other receipts of the Society shall be deposited. 30.2 The bank account(s) of the Society shall be operated under the joint signatures of the Chairman and the Treasurer.

31.1 The Society may, by the votes of three-fifths (3/5) of the members present at a General Meeting, make, amend or repeal By-laws. 31.2 A By-law is of no effect to the extent that it is inconsistent with the Act or this Constitution. 31.3 The Society shall make a copy (or copies) of the By-laws available for inspection by members. 31.4 The Society may, by By-law, provide provisions additional to this Constitution or to give full effect to any Article of this Constitution. 31.5 A By-law may provide for any other matter the Society considers necessary.

Article 32 – Property 32.1 All the properties, movable or immovable, belonging to the Society shall be vested in the Governing Body. 32.2 The Governing Body has the power to buy, take on lease, exchange, hire or otherwise acquire property and has the power to sell, lease or otherwise dispose of all or any part of the property belonging to the Society. 32.3 The Chairman shall sign all property-related documents on behalf of the Society.

33.1 The Society may sue or be sued in the name of the Chairman of the Society.

34.1 The Foundation may have a Common Seal. 34.2 If the Foundation has a Common Seal— (a) the name of the Foundation shall appear in legible characters on the Common Seal; (b) a document may only be sealed with the authority of the Governing Body, and the sealing shall be witnessed by the signatures of the Chairperson and the Treasurer, or by any two Members of the Governing Body authorised by the Governing Body; (c) the Common Seal shall be kept in the custody of the Treasurer or such other Member of the Governing Body as may be authorised by the Governing Body.

35.1 The proceedings at any meeting, the taking of any vote, the passing of any written resolution or the making of any determination shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice), any want of qualification of any person present or voting, or by reason of any business being considered which is not specified in the notice. 35.2 The Founder, Md Mahedi Hasan, shall serve as the lifelong Chairperson of the Foundation.

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37.1 Notwithstanding anything contained in this Constitution, any provision thereof may be amended by way of addition, alteration, substitution or repeal by written (or printed) proposition, provided that— (a) no such proposition shall be carried into effect unless such proposition shall have been delivered to the members of the Foundation ten (10) days previous to the General Meeting convened for this purpose; and (b) unless it is passed by the votes of not less than three-fifths (3/5) of the members of the Foundation. 37.2 Any such amendment shall be intimated to the Registrar of Joint Stock Companies and Firms for record within twenty-one (21) days from the date of such amendment.

38.1 The Foundation may be dissolved voluntarily by the votes of three-fifths (3/5) of the members of the Foundation. 38.2 In the event of dissolution, the Treasurer shall not distribute the surplus property to any member or former member of the Foundation. 38.3 The surplus property shall be given to a body that has similar purposes to the Foundation and which is not carried on for the profit or gain of its individual members. 38.4 The body to which the surplus property is to be given shall be decided by the votes of three-fifths (3/5) of the members present at the General Meeting.