Official governing document
Melandah Foundation Constitution
Memorandum of Association and Rules & Regulations under the Societies Registration Act, 1860.
MELANDAH
FOUNDATION
CONSTITUTION
FOUNDATION
CONSTITUTION
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❦
The Societies Registration Act, 1860
(Act No. XXI of 1860)
◆
Memorandum of Association
&
Rules and Regulations
of
◆
Melandah Foundation
❦
The Societies Registration Act, 1860
(Act No. XXI of 1860)
Memorandum of Association
of
Melandah Foundation
1. Name
The name of the Society shall be “Melandah Foundation”, hereinafter referred to as “the Foundation” or “the Society”.
2. Registered Office
The Registered Office of the Foundation shall be situated in Melandah Upazila, Jamalpur District, Bangladesh.
3. Objects
The objects for which the Foundation is established are all or any of the following; provided that permission/approval/registration/licence from the goverment/authority, shall be obtained, Wherever it is so required by the law or rules. Futhermore objects contrary to the provosion of the section 20 of the act shall be treated as inaffective.
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. Nature of the Foundation
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 Executive Council 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 Executive Council 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 or breach of trust.
5. First Executive Council
The names, addresses, occupations and designations of the members of the First Executive Council shall be as follows:
| No. | Name and NID | Father/Spouse | Address and Mobile | Occupation | Designation | Signature |
|---|---|---|---|---|---|---|
| 1 | Md Mahedi Hasan NID: 821 5245922 | MD KHALILUR RAHMAN | KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR 01825451600 | Armed Forces | Chairman | |
| 2 | Sonjoy Chandra Karmokar NID: 4632992485 | SHIBU CHANDRA KARMOKAR | 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR +880 16 1600 5924 | Sales Executive | Treasurer | |
| 3 | Khandaker Mohammad Anwar Hossain NID: 6405610293 | KHANDAKER MOHAMMAD SHAHJAHAN | EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR 01711584994 | Dental Surgeon | Executive Council Member | |
| 4 | Most Mahfuja Parvin NID: 7332659894 | MD R AZAB ALI SIKDER | UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL +880 16 7706 6242 | Director Bangaldesh Scouts | Executive Council Member | |
| 5 | Md Jonayed Hasan NID: 9163971352 | MD KHALILUR RAHMAN | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR +880 19 9498 1005 | Student | Executive Council Member | |
| 6 | Mohammad Ali NID: 4663908350 | MD ABDUL WAHED MONDOL | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR +880 19 5677 3575 | Unemployed | Executive Council Member | |
| 7 | Md Khalilur Rahman NID: 9129132560 | MD JALAL SHEIKH | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR 01926721883 | Semi Gov Employee | Executive Council Member |
We, the undersigned,whos names, address, occupation are subscribed, are desirous of being formed into a Foundation under the Societies Registration Act, 1860, in accordance with this Memorandum of Association.
| No. | Subscriber Details | Signature | Photograph |
|---|---|---|---|
| 1 | Full Name: MD MAHEDI HASAN Father’s Name: MD KHALILUR RAHMAN Mother’s Name: SURAIA BEGUM Permanent Address: KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR Present Address: Date of Birth: 24 NOV 1996 Occupation: Armed Forces NID / Passport: EL0829854 Nationality: BANGLADESHI Mobile Number: 01825451600 | Signature | Attach recent colour photograph |
| 2 | Full Name: SONJOY CHANDRA KARMOKAR Father’s Name: SHIBU CHANDRA KARMOKAR Mother’s Name: ONITA RANI KARMOKAR Permanent Address: 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR Present Address: Date of Birth: 30 JUN 1996 Occupation: Sales Executive NID / Passport: A13780428 Nationality: BANGLADESHI Mobile Number: +880 16 1600 5924 | Signature | Attach recent colour photograph |
| 3 | Full Name: KHANDAKER MOHAMMAD ANWAR HOSSAIN Father’s Name: KHANDAKER MOHAMMAD SHAHJAHAN Mother’s Name: SUFIA JAHAN Permanent Address: EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR Present Address: Date of Birth: 01 FEB 1976 Occupation: Dental Surgeon NID / Passport: E00051393 Nationality: BANGLADESHI Mobile Number: 01711584994 | Signature | Attach recent colour photograph |
| 4 | Full Name: MOST MAHFUJA PARVIN Father’s Name: MD R AZAB ALI SIKDER Mother’s Name: MOST KHADIJA BEGUM Permanent Address: UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL Present Address: Date of Birth: 01 MAR 1978 Occupation: Director Bangaldesh Scouts NID / Passport: A01966441 Nationality: BANGLADESHI Mobile Number: +880 16 7706 6242 | Signature | Attach recent colour photograph |
| 5 | Full Name: MD JONAYED HASAN Father’s Name: MD KHALILUR RAHMAN Mother’s Name: SURAIA BEGUM Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 24 OCT 2002 Occupation: Student NID / Passport: A00176789 Nationality: BANGLADESHI Mobile Number: +880 19 9498 1005 | Signature | Attach recent colour photograph |
| 6 | Full Name: MOHAMMAD ALI Father’s Name: MD ABDUL WAHED MONDOL Mother’s Name: MST SABINA Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 01 JAN 2003 Occupation: Unemployed NID / Passport: A16324818 Nationality: BANGLADESHI Mobile Number: +880 19 5677 3575 | Signature | Attach recent colour photograph |
| 7 | Full Name: MD KHALILUR RAHMAN Father’s Name: MD JALAL SHEIKH Mother’s Name: ASIA KATUN Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 05 MAY 1980 Occupation: Semi Gov Employee NID / Passport: A13980068 Nationality: BANGLADESHI Mobile Number: 01926721883 | Signature | Attach recent colour photograph |
Date: 24 November 2024
Place of Adoption
Melandah, Jamalpur, Bangladesh
Witnesses
| No. | Name, Address, Occupation and NID | Signature |
|---|---|---|
| 1 | ||
| 2 |
The Societies Registration Act, 1860
Rules and Regulations
of
Melandah Foundation
PART I – INTRODUCTION
Article 1 – Name
1.1 The name of the Foundation shall be "Melandah Foundation", hereinafter referred to as "the Foundation".
Article 2 – Interpretation
2.1 In these Rules and Regulations, unless the context otherwise requires—
(a) “Constitution” means the Memorandum of Association and these Rules and Regulations of the Foundation;
(b) “Foundation” means Melandah Foundation;
(c) “Society” means Melandah Foundation as registered under the Societies Registration Act, 1860;
(d) “General Meeting” means an Annual General Meeting or a Special General Meeting of the Foundation;
(e) “Year” means the financial year of the Foundation; and
(f) “Member of the Executive Council” means a person holding office as Chairman, Treasurer or Executive Member of the Executive Council.
Article 3 – Language
3.1 The official languages of the Foundation shall be Bangla and English.
3.2 By-laws, minutes, resolutions and official records of the Foundation may be maintained in Bangla or English, or in both languages. In the event of any inconsistency between the Bangla and English versions, the Bangla version shall prevail.
Article 4 – Area of Operation
4.1 The area of operation of the Foundation shall extend throughout the People's Republic of Bangladesh.
4.2 Subject to the approval of the competent authorities and applicable laws, the Foundation may establish branch offices, regional offices, district offices, project offices, training centres or any other operational units anywhere in Bangladesh.
4.3 The Foundation 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 Foundation.
Article 5 – Powers
Subject to the Act, the Foundation has power to do all things incidental or conducive to achieve its purposes. In particular, the Foundation has power—
5.1 To acquire, hold and dispose of any property.
5.2 To raise, deposit or invest funds.
5.3 To borrow money.
5.4 To enter into any contract.
5.5 To co-operate with other societies, voluntary bodies and statutory or local authorities.
5.6 To establish any trusts or institutions.
5.7 To do all such other lawful things as are necessary for the achievement of the objects.
Article 6 – Eligibility to be a Member
6.1 The subscribers to the Memorandum are the first members of the Foundation.
6.2 Any natural person over eighteen (18) years of age is eligible to apply to become a member.
6.3 Any other eligibility as prescribed by the Bye-laws.
PART II – MEMBERSHIP
Article 7 – Application for Membership
7.1 A Member Search Committee for Associate Membership and a Member Review Committee for Full membership shall be formed by the Foundation.
7.2 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 pay the prescribed fee.
7.3 Upon receipt of an application, the relevant Committee shall review the application and submit its recommendation to the Chairperson.
7.4 The Chairperson shall decide whether to approve or reject the application.
7.5 No reason need be given for the rejection of an application.
Article 8 – Classes of Membership
8.1 The Foundation shall have the following classes of membership—
(a) Associate Member;
(b) Full Member;
(c) Fellow Member; and
(d) Honorary Member.
8.2 Associate Members-
(a) Every person admitted to the Foundation 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 such membership and any other requirements prescribed by the Bye-laws.
(c) An Associate Member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
8.3 Full Members-
Full Members are the voting members of this Foundation and shall be eligible to contest for election to the Executive Council.
8.4 Fellow Members-
(a) The Foundation may confer the title of Fellow Member upon any person who has rendered outstanding service to the Foundation or has made distinguished contributions to humanitarian, educational, community development, research or public service.
(b) A Fellow member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
8.5 Honorary Members-
(a) The Foundation may admit any distinguished person as an Honorary Member in recognition of exceptional service or contribution to the Foundation or the wider community.
(b) A Honorary member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
Article 9 – Duties of Members
9.1 Every Associate and Full Member shall—
(a) abide by this Constitution and the Bye-laws of the Foundation;
(b) support and promote the objects and reputation of the Foundation;
(c) pay any prescribed subscription or membership fees, where applicable;
(d) participate in the programmes, projects, activities and meetings of the Foundation, where appropriate;
(e) safeguard the property, assets and interests of the Foundation; and
(f) perform such other duties as may be assigned by Bye-laws.
9.2 A member who fails to fulfil the duties prescribed under this Article may have his or her membership rights suspended, restricted or Expeled in accordance with this Constitution and Bye-laws.
Article 10 – Rights of Members
10.1 Every membership shall have the right to—
(a) participate in the activities and programmes of the Foundation;
(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.
10.2 No member shall appoint another person as a proxy to attend, speak or vote on his or her behalf.
Article 11 – Termination of Membership
11.1 The membership of a member shall cease upon—
(a) resignation;
(b) expulsion from the Foundation; or
(c) death.
11.2 A member may resign from the Foundation by giving written notice to the Chairperson.
11.3 A member whose membership is terminated shall cease to enjoy the rights and privileges of membership from the effective date of termination.
Article 12 – Disciplinary Action
12.1 The Foundation may take disciplinary action against a member if it is determined that the member—
(a) has failed to comply with Article 9 or any provision of this Rules and Regulations;
(b) refuses to support the objects of the Foundation;
(c) has engaged in conduct prejudicial to the Foundation; or
(d) has remained absent from more than three consecutive General Meetings without the permission of the Chairperson, provided that this provision is not applicable for the Honorary and Fellow members.
12.2 Where sufficient grounds exist, the Foundation in General Meeting or the Executive Council shall appoint a Disciplinary Committee to hear the matter, give the member an opportunity to be heard and recommend appropriate action.
12.3 Upon the recommendation of the Disciplinary Committee, the Foundation in General Meeting or the Executive Council 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.
Article 13 – Register of Members
13.1 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 Foundation or determined by the Treasurer.
PART III – GENERAL MEETING
Article 14 – Types of General Meeting
14.1 The General Meetings of the Foundation shall consist of the following:
(a) Annual General Meeting (AGM); and
(b) Special General Meeting (SGM).
Article 15 – Annual General Meeting
15.1 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.
15.2 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 Executive Council;
(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 16 – Special General Meeting
16.1 Any General Meeting, other than an Annual General Meeting, is a Special General Meeting.
16.2 No business other than that set out in the notice shall be conducted at the meeting.
16.3 The ordinary business of a Special General Meeting is as follows—
(a) to remove a Member of the Executive Council from his office in accordance with Article 24;
(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.
Article 17 – Notice of General Meetings
17.1 The Chairperson shall give at least seven (7) days' notice of every General Meeting to each member entitled to receive notice.
17.2 The notice shall specify the date, time and place of the meeting and the nature of the business to be transacted.
17.3 The accidental omission to give notice to, or the non-receipt of notice by any member shall not invalidate the proceedings of the meeting.
Article 18 – Quorum at General Meetings
18.1 No business may be conducted at a General Meeting unless a quorum of members is present.
18.2 The quorum for a General Meeting is the presence of at least forty per cent (40%) of the members entitled to vote.
18.3 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.
18.4 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.
Article 19 – Voting at General Meetings
19.1 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 Executive Council 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.
19.2 If votes are divided equally on a question, the Chairman has a second or casting vote.
19.3 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.
PART IV – EXECUTIVE COUNCIL
Article 20 – Composition of the Executive Council
20.1 The Executive Council shall consist of seven (7) members comprising—
(a) the Chairman;
(b) the Treasurer; and
(c) five (5) Executive Members.
Article 21 – Duties of Chairman, Treasurer and Executive Members
21.1 Chairman: The Chairman shall lead the Foundation, preside over meetings, supervise its affairs and perform the functions assigned by this Constitution and the By-laws.
21.2 Treasurer: The Treasurer shall oversee the funds, accounts, financial records and other records entrusted to the Treasurer under this Constitution and the By-laws.
21.3 Executive Members: Executive Members shall assist in the management of the Foundation and perform such duties as may be assigned by the Executive Council.
Article 22 – Duties and Powers of the Executive Council
22.1 Subject to the Act, this Constitution, the By-laws and any resolution passed by the Foundation in General Meeting, the Executive Council—
(a) shall control and manage the affairs of the Foundation
(b) may exercise all the functions that may be exercised by the Foundation, other than those functions that are required by this Constitution to be exercised by the Foundation in General Meeting;
(c) has power to perform all acts and do all things that appear to the Executive Council to be necessary or desirable for the proper management of the affairs of the Foundation; 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 Foundation on which this Constitution is silent.
Article 23 – Appointment of Members of the Executive Council
23.1 A member is eligible to be appointed as a Member of the Executive Council if the member is entitled to vote.
23.2 The Chairman shall be appointed by the votes of three-fifths (3/5) of the members present at a General Meeting.
23.3 The Chairman shall nominate the Treasurer and Executive Members, provided that these nominations shall be confirmed by a simple majority of votes of the members present at a General Meeting.
23.4 A Member of the Executive Council may be re-appointed.
23.5 Subject to the provisions of this Constitution, the Executive Council shall be appointed for a term of five (5) years from the date on which the Executive Council enters upon office, provided that, despite the expiration of the term, the Executive Council shall continue to hold office until the successors enter upon office.
Article 24 – Vacation of Office, Removal and Filling of Vacancies
24.1 The office of a Member of the Executive Council becomes vacant if the member—
(a) resigns by giving written notice to the Chairman; or
(b) ceases to be a member of the Foundation; or
(c) is absent, without the consent of the Chairman, from three consecutive meetings of the Executive Council; 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 Executive Council as prescribed by the By-laws.
24.2 The Foundation in General Meeting may, by the votes of three-fifths (3/5) of the members present, remove any Member of the Executive Council from office before the end of the member's term of office.
24.3 Filling of Vacancies
(a) The Foundation in General Meeting or the Executive Council may appoint an eligible member to fill a position on the Executive Council that has become vacant through removal or in the event of a casual vacancy.
(b) The Executive Council may continue to act despite any vacancy.
Article 25 – Meetings of the Executive Council
25.1 The Executive Council shall meet as often as necessary to conduct the business of the Foundation, but not less than three (3) times in each calendar year.
25.2 The Chairman—
(a) may convene a meeting of the Executive Council at any time; and
(b) shall, on the written request of not less than one-third (1/3) of the Members of the Executive Council, convene a meeting of the Executive Council.
25.3 Written notice of a meeting of the Executive Council shall be given to each Member of the Executive Council at least three (3) days before the date of the meeting.
25.4 The notice shall specify the date, time and place of the meeting and the nature of the business to be transacted.
25.5 The accidental omission to give notice to, or the non-receipt of notice by, any Member of the Executive Council does not invalidate the proceedings of the meeting.
Article 26 – Quorum and Procedure at Meetings of the Executive Council
26.1 No business shall be transacted at a meeting of the Executive Council unless a quorum is present.
26.2 A quorum for a meeting of the Executive Council shall be five (5) Members of the Executive Council.
26.3 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.
26.4 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.
26.5 The Chairman shall preside at every meeting of the Executive Council.
26.6 If the Chairman is absent, the Members of the Executive Council present shall elect one of their number to preside at the meeting.
Article 27 – Voting at Executive Council Meetings
27.1 On any question arising at a Executive Council Meeting, each Member of the Executive Council present at the meeting has one vote.
27.2 A question arising at a Executive Council Meeting shall be decided by a majority of votes.
27.3 In the event of an equality of votes on any question, the Chairman may exercise a second or casting vote.
Article 28 – Written Consent
28.1 Any action required or permitted to be taken by the Executive Council may be taken without a meeting if a majority of the Members of the Executive Council 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 Executive Council at a Executive Council Meeting.
Article 29 – Minutes
29.1 Treasurer shall ensure that minutes are taken and kept of—
(a) all appointments of Members of the Executive Council;
(b) the names of the Members of the Executive Council present at each Executive Council Meeting and each General Meeting; and
(c) all proceedings at Executive Council Meetings and General Meetings.
29.2 The minutes of a meeting shall be signed by the Chairman of the meeting or by the Chairman of the next meeting.
29.3 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.
29.4 The minutes shall be kept in the custody of the Treasurer and shall be made available for inspection by any Member upon reasonable notice, subject to this Constitution and any By-laws.
PART V – FINANCE
Article 30 – Source of Funds
30.1 The funds of the Foundation shall be derived from annual subscriptions of members, donations, grants, sponsorships, fundraising activities, gifts, bequests, and such other lawful sources as the Executive Council may determine.
30.2 All money received by the Foundation shall be deposited into the Foundation's authorised bank account as soon as practicable.
Article 31 – Management of Funds
31.1 Subject to any restrictions imposed by the Foundation in General Meeting, the Treasurer shall check and the Chairman shall approve expenditure.
31.2 The Foundation shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Foundation.
Article 32 – Bank Accounts
32.1 The Foundation shall open one or more bank accounts with a scheduled bank into which all income, donations, grants and other receipts of the Foundation shall be deposited.
32.2 The bank account(s) of the Foundation shall be operated under the joint signatures of the Chairman and the Treasurer.
PART VI – BY-LAWS
Article 33 – By-laws
33.1 The Foundation may, by the votes of three-fifths (3/5) of the members present at a General Meeting, make, amend or repeal By-laws.
33.2 A By-law is of no effect to the extent that it is inconsistent with the Act or this Constitution.
33.3 The Foundation shall make a copy (or copies) of the By-laws available for inspection by members.
33.4 The Foundation may, by By-law, provide provisions additional to this Constitution or to give full effect to any Article of this Constitution.
33.5 A By-law may provide for any other matter the Foundation considers necessary.
PART VII – PROPERTY AND LEGAL MATTERS
Article 34 – Property
34.1 All the properties, movable or immovable, belonging to the Foundation shall be vested in the Executive Council.
34.2 The Executive Council 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 Foundation.
34.3 The Chairman shall sign all property-related documents on behalf of the Foundation.
Article 35 – Suits by or against the Foundation
35.1 The Foundation may sue or be sued in the name of the Chairman of the Foundation.
PART VIII – MISCELLANEOUS
Article 36 – Special Provisions
36.1 The proceedings at any meeting or on the taking of any vote or the passing of a written resolution or the making of any decission shall not be invalidated by reason of any accidental informality or irregularity or any want of qualification in any of the persons present or voting or by reason of any business considered which is not specified in the notice.
36.2 Despite anything contained in this constitution the Founder, Mr. Md Mahedi Hasan, shall serve as the lifelong Chairperson of the Foundation.
Article 37 – Amendment of the Constitution
37.1 Notwithstanding anything contained in this Constitution, any provision thereof may be amended by way of addition, alteration, substitution or repeal by written 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.
Article 38 – Dissolution
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.
Executive Council
This register is linked to the First Executive Council table in the Memorandum.
| No. | Name | Designation | Address | Occupation | Term | Signature |
|---|---|---|---|---|---|---|
| 1 | Md Mahedi Hasan | Chairman | KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR | Armed Forces | ||
| 2 | Sonjoy Chandra Karmokar | Treasurer | 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR | Sales Executive | ||
| 3 | Khandaker Mohammad Anwar Hossain | Executive Council Member | EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR | Dental Surgeon | ||
| 4 | Most Mahfuja Parvin | Executive Council Member | UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL | Director Bangaldesh Scouts | ||
| 5 | Md Jonayed Hasan | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Student | ||
| 6 | Mohammad Ali | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Unemployed | ||
| 7 | Md Khalilur Rahman | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Semi Gov Employee |
Minutes No. 01
Founding General Meeting
Date
25 December 2024 (Wednesday)
Time
1700 Hours (5:00 PM)
Venue
Residence of the Founder, Kamdeb Bari, Melandah, Jamalpur, Bangladesh
Chair
Md Mahedi Hasan — Founder & Chairperson
Minute Recorder
Secretary appointed for the meeting
Attendance
1. Md Mahedi Hasan — Founder & Chairperson
2. Dr Khandaker Mohammad Anwar Hossain — Founding Member
3. Most Mahfuja Parvin — Founding Member
4. Sonjoy Chandra Karmokar — Founding Member
5. Md Jonayed Hasan — Founding Member
2. Dr Khandaker Mohammad Anwar Hossain — Founding Member
3. Most Mahfuja Parvin — Founding Member
4. Sonjoy Chandra Karmokar — Founding Member
5. Md Jonayed Hasan — Founding Member
Agenda and Proceedings
1. Opening of the meeting.
2. Decision to establish Melandah Foundation.
3. Approval of the name and registered office of the Foundation.
4. Consideration and approval of the proposed charitable and public-benefit objects.
5. Formation of the First Executive Council.
6. Appointment of the Founder as Chairperson.
7. Authorisation to prepare the Memorandum of Association and Rules and Regulations and to complete registration formalities.
8. Any other business and closure.
2. Decision to establish Melandah Foundation.
3. Approval of the name and registered office of the Foundation.
4. Consideration and approval of the proposed charitable and public-benefit objects.
5. Formation of the First Executive Council.
6. Appointment of the Founder as Chairperson.
7. Authorisation to prepare the Memorandum of Association and Rules and Regulations and to complete registration formalities.
8. Any other business and closure.
Resolutions
Resolution 01 — Establishment of the Society
It was unanimously resolved to establish a voluntary, charitable, non-profit, non-political, non-partisan, non-sectarian and non-discriminatory organisation under the name “Melandah Foundation” for public benefit.
Resolution 02 — Name and Registered Office
It was unanimously resolved that the name of the Foundation shall be “Melandah Foundation” and that its registered office shall be situated in Melandah Upazila, Jamalpur District, Bangladesh, subject to applicable law and registration requirements.
Resolution 03 — Objects of the Foundation
The meeting approved the proposed objects of the Foundation, including the prevention and relief of poverty and hardship; advancement of education, skills, science and technology; promotion of health and well-being; humanitarian and disaster relief; environmental protection; community development, livelihoods and digital inclusion; support for children, young people, women, older persons and persons with disabilities; research and public awareness; and cooperation with government bodies, educational institutions, charities, non-governmental organisations, international organisations and development partners. All activities shall be carried out solely for lawful public benefit.
Resolution 04 — Non-profit Character
It was unanimously resolved that the income, funds and property of the Foundation shall be applied solely towards its objects and shall not be distributed to any member or member of the Executive Council by way of profit, dividend or bonus, except for properly authorised reimbursement of expenses or reasonable payment for goods or professional services actually provided.
Resolution 05 — First Executive Council
It was unanimously resolved to constitute the First Executive Council from among the founding members, with the final names, particulars, occupations and designations to be recorded in the Memorandum of Association and official register.
Resolution 06 — Founder and Chairperson
It was unanimously resolved that Md Mahedi Hasan be recognised as the Founder and appointed as Chairperson of Melandah Foundation in accordance with the founding decision and the governing provisions to be incorporated into the Rules and Regulations.
Resolution 07 — Preparation and Registration of Governing Documents
The Chairperson was authorised to coordinate the preparation, review and finalisation of the Memorandum of Association, Rules and Regulations, membership records, Executive Council particulars and all other documents required for registration under the Societies Registration Act, 1860. The Chairperson was further authorised to communicate with the competent authorities and make non-substantive corrections required for lawful filing, provided that the charitable objects and non-profit character of the Foundation are not altered.
Resolution 08 — Closure
There being no further business, the Chair thanked those present for their commitment to the establishment of Melandah Foundation and declared the meeting closed.
It was unanimously resolved to establish a voluntary, charitable, non-profit, non-political, non-partisan, non-sectarian and non-discriminatory organisation under the name “Melandah Foundation” for public benefit.
Resolution 02 — Name and Registered Office
It was unanimously resolved that the name of the Foundation shall be “Melandah Foundation” and that its registered office shall be situated in Melandah Upazila, Jamalpur District, Bangladesh, subject to applicable law and registration requirements.
Resolution 03 — Objects of the Foundation
The meeting approved the proposed objects of the Foundation, including the prevention and relief of poverty and hardship; advancement of education, skills, science and technology; promotion of health and well-being; humanitarian and disaster relief; environmental protection; community development, livelihoods and digital inclusion; support for children, young people, women, older persons and persons with disabilities; research and public awareness; and cooperation with government bodies, educational institutions, charities, non-governmental organisations, international organisations and development partners. All activities shall be carried out solely for lawful public benefit.
Resolution 04 — Non-profit Character
It was unanimously resolved that the income, funds and property of the Foundation shall be applied solely towards its objects and shall not be distributed to any member or member of the Executive Council by way of profit, dividend or bonus, except for properly authorised reimbursement of expenses or reasonable payment for goods or professional services actually provided.
Resolution 05 — First Executive Council
It was unanimously resolved to constitute the First Executive Council from among the founding members, with the final names, particulars, occupations and designations to be recorded in the Memorandum of Association and official register.
Resolution 06 — Founder and Chairperson
It was unanimously resolved that Md Mahedi Hasan be recognised as the Founder and appointed as Chairperson of Melandah Foundation in accordance with the founding decision and the governing provisions to be incorporated into the Rules and Regulations.
Resolution 07 — Preparation and Registration of Governing Documents
The Chairperson was authorised to coordinate the preparation, review and finalisation of the Memorandum of Association, Rules and Regulations, membership records, Executive Council particulars and all other documents required for registration under the Societies Registration Act, 1860. The Chairperson was further authorised to communicate with the competent authorities and make non-substantive corrections required for lawful filing, provided that the charitable objects and non-profit character of the Foundation are not altered.
Resolution 08 — Closure
There being no further business, the Chair thanked those present for their commitment to the establishment of Melandah Foundation and declared the meeting closed.
Chairperson
Md Mahedi Hasan — Founder & Chairperson
Minute Recorder Signature
____________________________
Minutes No. 02
Constitution Adoption Meeting
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❦
The Societies Registration Act, 1860
(Act No. XXI of 1860)
Melandah Foundation
Memorandum of Association
Melandah, Jamalpur, Bangladesh
❦
The Societies Registration Act, 1860
(Act No. XXI of 1860)
Memorandum of Association
of
Melandah Foundation
1. Name
The name of the Society shall be “Melandah Foundation”, hereinafter referred to as “the Foundation” or “the Society”.
2. Registered Office
The Registered Office of the Foundation shall be situated in Melandah Upazila, Jamalpur District, Bangladesh.
3. Objects
The objects for which the Foundation is established are all or any of the following; provided that permission/approval/registration/licence from the goverment/authority, shall be obtained, Wherever it is so required by the law or rules. Futhermore objects contrary to the provosion of the section 20 of the act shall be treated as inaffective.
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. Nature of the Foundation
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 Executive Council 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 Executive Council 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 or breach of trust.
5. First Executive Council
The names, addresses, occupations and designations of the members of the First Executive Council shall be as follows:
| No. | Name and NID | Father/Spouse | Address and Mobile | Occupation | Designation | Signature |
|---|---|---|---|---|---|---|
| 1 | Md Mahedi Hasan NID: 821 5245922 | MD KHALILUR RAHMAN | KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR 01825451600 | Armed Forces | Chairman | |
| 2 | Sonjoy Chandra Karmokar NID: 4632992485 | SHIBU CHANDRA KARMOKAR | 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR +880 16 1600 5924 | Sales Executive | Treasurer | |
| 3 | Khandaker Mohammad Anwar Hossain NID: 6405610293 | KHANDAKER MOHAMMAD SHAHJAHAN | EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR 01711584994 | Dental Surgeon | Executive Council Member | |
| 4 | Most Mahfuja Parvin NID: 7332659894 | MD R AZAB ALI SIKDER | UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL +880 16 7706 6242 | Director Bangaldesh Scouts | Executive Council Member | |
| 5 | Md Jonayed Hasan NID: 9163971352 | MD KHALILUR RAHMAN | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR +880 19 9498 1005 | Student | Executive Council Member | |
| 6 | Mohammad Ali NID: 4663908350 | MD ABDUL WAHED MONDOL | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR +880 19 5677 3575 | Unemployed | Executive Council Member | |
| 7 | Md Khalilur Rahman NID: 9129132560 | MD JALAL SHEIKH | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR 01926721883 | Semi Gov Employee | Executive Council Member |
We, the undersigned,whos names, address, occupation are subscribed, are desirous of being formed into a Foundation under the Societies Registration Act, 1860, in accordance with this Memorandum of Association.
| No. | Subscriber Details | Signature | Photograph |
|---|---|---|---|
| 1 | Full Name: MD MAHEDI HASAN Father’s Name: MD KHALILUR RAHMAN Mother’s Name: SURAIA BEGUM Permanent Address: KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR Present Address: Date of Birth: 24 NOV 1996 Occupation: Armed Forces NID / Passport: EL0829854 Nationality: BANGLADESHI Mobile Number: 01825451600 | Signature | Attach recent colour photograph |
| 2 | Full Name: SONJOY CHANDRA KARMOKAR Father’s Name: SHIBU CHANDRA KARMOKAR Mother’s Name: ONITA RANI KARMOKAR Permanent Address: 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR Present Address: Date of Birth: 30 JUN 1996 Occupation: Sales Executive NID / Passport: A13780428 Nationality: BANGLADESHI Mobile Number: +880 16 1600 5924 | Signature | Attach recent colour photograph |
| 3 | Full Name: KHANDAKER MOHAMMAD ANWAR HOSSAIN Father’s Name: KHANDAKER MOHAMMAD SHAHJAHAN Mother’s Name: SUFIA JAHAN Permanent Address: EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR Present Address: Date of Birth: 01 FEB 1976 Occupation: Dental Surgeon NID / Passport: E00051393 Nationality: BANGLADESHI Mobile Number: 01711584994 | Signature | Attach recent colour photograph |
| 4 | Full Name: MOST MAHFUJA PARVIN Father’s Name: MD R AZAB ALI SIKDER Mother’s Name: MOST KHADIJA BEGUM Permanent Address: UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL Present Address: Date of Birth: 01 MAR 1978 Occupation: Director Bangaldesh Scouts NID / Passport: A01966441 Nationality: BANGLADESHI Mobile Number: +880 16 7706 6242 | Signature | Attach recent colour photograph |
| 5 | Full Name: MD JONAYED HASAN Father’s Name: MD KHALILUR RAHMAN Mother’s Name: SURAIA BEGUM Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 24 OCT 2002 Occupation: Student NID / Passport: A00176789 Nationality: BANGLADESHI Mobile Number: +880 19 9498 1005 | Signature | Attach recent colour photograph |
| 6 | Full Name: MOHAMMAD ALI Father’s Name: MD ABDUL WAHED MONDOL Mother’s Name: MST SABINA Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 01 JAN 2003 Occupation: Unemployed NID / Passport: A16324818 Nationality: BANGLADESHI Mobile Number: +880 19 5677 3575 | Signature | Attach recent colour photograph |
| 7 | Full Name: MD KHALILUR RAHMAN Father’s Name: MD JALAL SHEIKH Mother’s Name: ASIA KATUN Permanent Address: KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR Present Address: Date of Birth: 05 MAY 1980 Occupation: Semi Gov Employee NID / Passport: A13980068 Nationality: BANGLADESHI Mobile Number: 01926721883 | Signature | Attach recent colour photograph |
Date: 24 November 2024
Place of Adoption
Melandah, Jamalpur, Bangladesh
Witnesses
| No. | Name, Address, Occupation and NID | Signature |
|---|---|---|
| 1 | ||
| 2 |
❦
The Societies Registration Act, 1860
(Act No. XXI of 1860)
Melandah Foundation
Rules and Regulations
Melandah, Jamalpur, Bangladesh
The Societies Registration Act, 1860
Rules and Regulations
of
Melandah Foundation
Article 1 – Name
1.1 The name of the Foundation shall be "Melandah Foundation", hereinafter referred to as "the Foundation".
Article 2 – Language
2.1 The official languages of the Foundation shall be Bangla and English.
2.2 By-laws, minutes, resolutions and official records of the Foundation may be maintained in Bangla or English, or in both languages. In the event of any inconsistency between the Bangla and English versions, the Bangla version shall prevail.
Article 3 – Area of Operation
3.1 The area of operation of the Foundation shall extend throughout the People's Republic of Bangladesh.
3.2 Subject to the approval of the competent authorities and applicable laws, the Foundation may establish branch offices, regional offices, district offices, project offices, training centres or any other operational units anywhere in Bangladesh.
3.3 The Foundation 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 Foundation.
Article 4 – Powers
Subject to the Act, the Foundation has power to do all things incidental or conducive to achieve its purposes. In particular, the Foundation 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.
Article 5 – Eligibility to be a Member
5.1 The subscribers to the Memorandum are the first members of the Foundation.
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.
PART II – MEMBERSHIP
Article 6 – Application for Membership
6.1 A Member Search Committee for Associate Membership and a Member Review Committee for Full membership shall be formed by the Foundation.
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 pay the prescribed fee.
6.3 Upon receipt of an application, the relevant Committee shall review the application and submit its recommendation to the Chairperson.
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.
Article 7 – Classes of Membership
7.1 The Foundation 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 Foundation 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 such membership and any other requirements prescribed by the Bye-laws.
(c) An Associate Member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
7.3 Full Members-
Full Members are the voting members of this Foundation and shall be eligible to contest for election to the Executive Council.
7.4 Fellow Members-
(a) The Foundation may confer the title of Fellow Member upon any person who has rendered outstanding service to the Foundation or has made distinguished contributions to humanitarian, educational, community development, research or public service.
(b) A Fellow member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
7.5 Honorary Members-
(a) The Foundation may admit any distinguished person as an Honorary Member in recognition of exceptional service or contribution to the Foundation or the wider community.
(b) A Honorary member shall not have voting rights and shall not be eligible to contest for election to the Executive Council.
Article 8 – Duties of Members
8.1 Every Associate and Full Member shall—
(a) abide by this Constitution and the Bye-laws of the Foundation;
(b) support and promote the objects and reputation of the Foundation;
(c) pay any prescribed subscription or membership fees, where applicable;
(d) participate in the programmes, projects, activities and meetings of the Foundation, where appropriate;
(e) safeguard the property, assets and interests of the Foundation; and
(f) perform such other duties as may be assigned by Bye-laws.
8.2 A member who fails to fulfil the duties prescribed under this Article may have his or her membership rights suspended, restricted or Expeled in accordance with this Constitution and Bye-laws.
Article 9 – Rights of Members
9.1 Every membership shall have the right to—
(a) participate in the activities and programmes of the Foundation;
(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 No member shall appoint another person as a proxy to attend, speak or vote on his or her behalf.
Article 10 – Termination of Membership
10.1 The membership of a member shall cease upon—
(a) resignation;
(b) expulsion from the Foundation; or
(c) death.
10.2 A member may resign from the Foundation by giving written notice to the Chairperson.
10.3 A member whose membership is terminated shall cease to enjoy the rights and privileges of membership from the effective date of termination.
Article 11 – Disciplinary Action
11.1 The Foundation 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 this Rules and Regulations;
(b) refuses to support the objects of the Foundation;
(c) has engaged in conduct prejudicial to the Foundation; or
(d) has remained absent from more than three consecutive General Meetings without the permission of the Chairperson, provided that this provision is not applicable for the Honorary and Fellow members.
11.2 Where sufficient grounds exist, the Foundation in General Meeting or the Executive Council 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 Foundation in General Meeting or the Executive Council 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.
Article 12 – Register of Members
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 Foundation or determined by the Treasurer.
PART III – GENERAL MEETING
Article 13 – Types of General Meeting
13.1 The General Meetings of the Foundation shall consist of the following:
(a) Annual General Meeting (AGM); and
(b) Special General Meeting (SGM).
Article 14 – Annual General Meeting
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 Executive Council;
(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 Executive Council from his office in accordance with Article 21;
(b) to amend this Constitution in accordance with Article 34;
(c) to dissolve the Society in accordance with Article 35; and
(d) to conduct any other business of which notice has been given.
Article 16 – Notice of General Meetings
16.1 The Chairperson shall give at least seven (7) 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.
Article 17 – Quorum at General Meetings
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.
Article 18 – Voting at General Meetings
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 Executive Council 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.
PART IV – EXECUTIVE COUNCIL
Article 19 – Duties and Powers of the Executive Council
19.1 Subject to the Act, this Constitution, the By-laws and any resolution passed by the Foundation in General Meeting, the Executive Council—
(a) shall control and manage the affairs of the Foundation
(b) may exercise all the functions that may be exercised by the Foundation, other than those functions that are required by this Constitution to be exercised by the Foundation in General Meeting;
(c) has power to perform all acts and do all things that appear to the Executive Council to be necessary or desirable for the proper management of the affairs of the Foundation; 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 Foundation on which this Constitution is silent.
Article 20 – Appointment of Members of the Executive Council
20.1 A member is eligible to be appointed as a Member of the Executive Council 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 Executive Members, 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 Executive Council may be re-appointed.
20.5 Subject to the provisions of this Constitution, the Executive Council shall be appointed for a term of five (5) years from the date on which the Executive Council enters upon office, provided that, despite the expiration of the term, the Executive Council shall continue to hold office until the successors enter upon office.
Article 21 – Vacation of Office, Removal and Filling of Vacancies
21.1 The office of a Member of the Executive Council becomes vacant if the member—
(a) resigns by giving written notice to the Chairman; or
(b) ceases to be a member of the Foundation; or
(c) is absent, without the consent of the Chairman, from three consecutive meetings of the Executive Council; 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 Executive Council as prescribed by the By-laws.
21.2 The Foundation in General Meeting may, by the votes of three-fifths (3/5) of the members present, remove any Member of the Executive Council from office before the end of the member's term of office.
21.3 Filling of Vacancies
(a) The Foundation in General Meeting or the Executive Council may appoint an eligible member to fill a position on the Executive Council that has become vacant through removal or in the event of a casual vacancy.
(b) The Executive Council may continue to act despite any vacancy.
Article 22 – Meetings of the Executive Council
22.1 The Executive Council shall meet as often as necessary to conduct the business of the Foundation, but not less than three (3) times in each calendar year.
22.2 The Chairman—
(a) may convene a meeting of the Executive Council at any time; and
(b) shall, on the written request of not less than one-third (1/3) of the Members of the Executive Council, convene a meeting of the Executive Council.
22.3 Written notice of a meeting of the Executive Council shall be given to each Member of the Executive Council at least three (3) 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 Executive Council does not invalidate the proceedings of the meeting.
Article 23 – Quorum and Procedure at Meetings of the Executive Council
23.1 No business shall be transacted at a meeting of the Executive Council unless a quorum is present.
23.2 A quorum for a meeting of the Executive Council shall be five (5) Members of the Executive Council.
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 Executive Council.
23.6 If the Chairman is absent, the Members of the Executive Council present shall elect one of their number to preside at the meeting.
Article 24 – Voting at Executive Council Meetings
24.1 On any question arising at a Executive Council Meeting, each Member of the Executive Council present at the meeting has one vote.
24.2 A question arising at a Executive Council Meeting shall be decided by a majority of votes.
24.3 In the event of an equality of votes on any question, the Chairman may exercise a second or casting vote.
Article 25 – Written Consent
25.1 Any action required or permitted to be taken by the Executive Council may be taken without a meeting if a majority of the Members of the Executive Council 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 Executive Council at a Executive Council Meeting.
Article 26 – Minutes
26.1 Treasurer shall ensure that minutes are taken and kept of—
(a) all appointments of Members of the Executive Council;
(b) the names of the Members of the Executive Council present at each Executive Council Meeting and each General Meeting; and
(c) all proceedings at Executive Council Meetings and General Meetings.
26.2 The minutes of a meeting shall be signed by the Chairman of the meeting or by the Chairman of the next meeting.
26.3 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.
26.4 The minutes shall be kept in the custody of the Treasurer and shall be made available for inspection by any Member upon reasonable notice, subject to this Constitution and any By-laws.
PART V – FINANCE
Article 27 – Source of Funds
27.1 The funds of the Foundation shall be derived from annual subscriptions of members, donations, grants, sponsorships, fundraising activities, gifts, bequests, and such other lawful sources as the Executive Council may determine.
27.2 All money received by the Foundation shall be deposited into the Foundation's authorised bank account as soon as practicable.
Article 28 – Management of Funds
28.1 Subject to any restrictions imposed by the Foundation in General Meeting, the Treasurer shall check and the Chairman shall approve expenditure.
28.2 The Foundation shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Foundation.
Article 29 – Bank Accounts
29.1 The Foundation shall open one or more bank accounts with a scheduled bank into which all income, donations, grants and other receipts of the Foundation shall be deposited.
29.2 The bank account(s) of the Foundation shall be operated under the joint signatures of the Chairman and the Treasurer.
PART VI – BY-LAWS
Article 30 – By-laws
30.1 The Foundation may, by the votes of three-fifths (3/5) of the members present at a General Meeting, make, amend or repeal By-laws.
30.2 A By-law is of no effect to the extent that it is inconsistent with the Act or this Constitution.
30.3 The Foundation shall make a copy (or copies) of the By-laws available for inspection by members.
30.4 The Foundation may, by By-law, provide provisions additional to this Constitution or to give full effect to any Article of this Constitution.
30.5 A By-law may provide for any other matter the Foundation considers necessary.
PART VII – PROPERTY AND LEGAL MATTERS
Article 31 – Property
31.1 All the properties, movable or immovable, belonging to the Foundation shall be vested in the Executive Council.
31.2 The Executive Council 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 Foundation.
31.3 The Chairman shall sign all property-related documents on behalf of the Foundation.
Article 32 – Suits by or against the Foundation
32.1 The Foundation may sue or be sued in the name of the Chairman of the Foundation.
PART VIII – MISCELLANEOUS
Article 33 – Special Provisions
33.1 The proceedings at any meeting or on the taking of any vote or the passing of a written resolution or the making of any decission shall not be invalidated by reason of any accidental informality or irregularity or any want of qualification in any of the persons present or voting or by reason of any business considered which is not specified in the notice.
33.2 Despite anything contained in this constitution the Founder, Mr. Md Mahedi Hasan, shall serve as the lifelong Chairperson of the Foundation.
Article 34 – Amendment of the Constitution
34.1 Notwithstanding anything contained in this Constitution, any provision thereof may be amended by way of addition, alteration, substitution or repeal by written 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.
34.2 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.
Article 35 – Dissolution
35.1 The Foundation may be dissolved voluntarily by the votes of three-fifths (3/5) of the members of the Foundation.
35.2 In the event of dissolution, the Treasurer shall not distribute the surplus property to any member or former member of the Foundation.
35.3 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.
35.4
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.
Executive Council
| No. | Name | Designation | Address | Occupation | Term | Signature |
|---|---|---|---|---|---|---|
| 1 | Md Mahedi Hasan | Chairman | KAMDEB BARI, DAWLABARI, MELANDAHA, JAMALPUR | Armed Forces | ||
| 2 | Sonjoy Chandra Karmokar | Treasurer | 114 ADIPOT, MELANDOHO, MALANDAH BAZAR - 2010, JAMALPUR | Sales Executive | ||
| 3 | Khandaker Mohammad Anwar Hossain | Executive Council Member | EAST LAVA, NAKLA, GOURODAR - 2150, SHERPUR | Dental Surgeon | ||
| 4 | Most Mahfuja Parvin | Executive Council Member | UTTAMPUR, BAKERGANJ, UTTOMPUR - 8285, BARISHAL | Director Bangaldesh Scouts | ||
| 5 | Md Jonayed Hasan | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Student | ||
| 6 | Mohammad Ali | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Unemployed | ||
| 7 | Md Khalilur Rahman | Executive Council Member | KAMDEBBARI, MELANDOHO, DAWLABARI - 2010, JAMALPUR | Semi Gov Employee |
Minutes No. 01
Founding General Meeting
Date
25 December 2024 (Wednesday)
Time
1700 Hours (5:00 PM)
Venue
Residence of the Founder, Kamdeb Bari, Melandah, Jamalpur, Bangladesh
Chair
Md Mahedi Hasan — Founder & Chairperson
Minute Recorder
Secretary appointed for the meeting
Attendance
1. Md Mahedi Hasan — Founder & Chairperson
2. Dr Khandaker Mohammad Anwar Hossain — Founding Member
3. Most Mahfuja Parvin — Founding Member
4. Sonjoy Chandra Karmokar — Founding Member
5. Md Jonayed Hasan — Founding Member
2. Dr Khandaker Mohammad Anwar Hossain — Founding Member
3. Most Mahfuja Parvin — Founding Member
4. Sonjoy Chandra Karmokar — Founding Member
5. Md Jonayed Hasan — Founding Member
Agenda and Proceedings
1. Opening of the meeting.
2. Decision to establish Melandah Foundation.
3. Approval of the name and registered office of the Foundation.
4. Consideration and approval of the proposed charitable and public-benefit objects.
5. Formation of the First Executive Council.
6. Appointment of the Founder as Chairperson.
7. Authorisation to prepare the Memorandum of Association and Rules and Regulations and to complete registration formalities.
8. Any other business and closure.
2. Decision to establish Melandah Foundation.
3. Approval of the name and registered office of the Foundation.
4. Consideration and approval of the proposed charitable and public-benefit objects.
5. Formation of the First Executive Council.
6. Appointment of the Founder as Chairperson.
7. Authorisation to prepare the Memorandum of Association and Rules and Regulations and to complete registration formalities.
8. Any other business and closure.
Resolutions
Resolution 01 — Establishment of the Society
It was unanimously resolved to establish a voluntary, charitable, non-profit, non-political, non-partisan, non-sectarian and non-discriminatory organisation under the name “Melandah Foundation” for public benefit.
Resolution 02 — Name and Registered Office
It was unanimously resolved that the name of the Foundation shall be “Melandah Foundation” and that its registered office shall be situated in Melandah Upazila, Jamalpur District, Bangladesh, subject to applicable law and registration requirements.
Resolution 03 — Objects of the Foundation
The meeting approved the proposed objects of the Foundation, including the prevention and relief of poverty and hardship; advancement of education, skills, science and technology; promotion of health and well-being; humanitarian and disaster relief; environmental protection; community development, livelihoods and digital inclusion; support for children, young people, women, older persons and persons with disabilities; research and public awareness; and cooperation with government bodies, educational institutions, charities, non-governmental organisations, international organisations and development partners. All activities shall be carried out solely for lawful public benefit.
Resolution 04 — Non-profit Character
It was unanimously resolved that the income, funds and property of the Foundation shall be applied solely towards its objects and shall not be distributed to any member or member of the Executive Council by way of profit, dividend or bonus, except for properly authorised reimbursement of expenses or reasonable payment for goods or professional services actually provided.
Resolution 05 — First Executive Council
It was unanimously resolved to constitute the First Executive Council from among the founding members, with the final names, particulars, occupations and designations to be recorded in the Memorandum of Association and official register.
Resolution 06 — Founder and Chairperson
It was unanimously resolved that Md Mahedi Hasan be recognised as the Founder and appointed as Chairperson of Melandah Foundation in accordance with the founding decision and the governing provisions to be incorporated into the Rules and Regulations.
Resolution 07 — Preparation and Registration of Governing Documents
The Chairperson was authorised to coordinate the preparation, review and finalisation of the Memorandum of Association, Rules and Regulations, membership records, Executive Council particulars and all other documents required for registration under the Societies Registration Act, 1860. The Chairperson was further authorised to communicate with the competent authorities and make non-substantive corrections required for lawful filing, provided that the charitable objects and non-profit character of the Foundation are not altered.
Resolution 08 — Closure
There being no further business, the Chair thanked those present for their commitment to the establishment of Melandah Foundation and declared the meeting closed.
It was unanimously resolved to establish a voluntary, charitable, non-profit, non-political, non-partisan, non-sectarian and non-discriminatory organisation under the name “Melandah Foundation” for public benefit.
Resolution 02 — Name and Registered Office
It was unanimously resolved that the name of the Foundation shall be “Melandah Foundation” and that its registered office shall be situated in Melandah Upazila, Jamalpur District, Bangladesh, subject to applicable law and registration requirements.
Resolution 03 — Objects of the Foundation
The meeting approved the proposed objects of the Foundation, including the prevention and relief of poverty and hardship; advancement of education, skills, science and technology; promotion of health and well-being; humanitarian and disaster relief; environmental protection; community development, livelihoods and digital inclusion; support for children, young people, women, older persons and persons with disabilities; research and public awareness; and cooperation with government bodies, educational institutions, charities, non-governmental organisations, international organisations and development partners. All activities shall be carried out solely for lawful public benefit.
Resolution 04 — Non-profit Character
It was unanimously resolved that the income, funds and property of the Foundation shall be applied solely towards its objects and shall not be distributed to any member or member of the Executive Council by way of profit, dividend or bonus, except for properly authorised reimbursement of expenses or reasonable payment for goods or professional services actually provided.
Resolution 05 — First Executive Council
It was unanimously resolved to constitute the First Executive Council from among the founding members, with the final names, particulars, occupations and designations to be recorded in the Memorandum of Association and official register.
Resolution 06 — Founder and Chairperson
It was unanimously resolved that Md Mahedi Hasan be recognised as the Founder and appointed as Chairperson of Melandah Foundation in accordance with the founding decision and the governing provisions to be incorporated into the Rules and Regulations.
Resolution 07 — Preparation and Registration of Governing Documents
The Chairperson was authorised to coordinate the preparation, review and finalisation of the Memorandum of Association, Rules and Regulations, membership records, Executive Council particulars and all other documents required for registration under the Societies Registration Act, 1860. The Chairperson was further authorised to communicate with the competent authorities and make non-substantive corrections required for lawful filing, provided that the charitable objects and non-profit character of the Foundation are not altered.
Resolution 08 — Closure
There being no further business, the Chair thanked those present for their commitment to the establishment of Melandah Foundation and declared the meeting closed.
Chairperson
Md Mahedi Hasan — Founder & Chairperson
Minute Recorder Signature
____________________________
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