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All present or future members of SCRFI and its employees are subject to the regulation set forth in these byelaws.
2. DEFINITION
In these bye-laws, unless the context requires otherwise:-
2.1 “Act” means the Karnataka Societies Registration Act, 1960;
2.2 “Board” means a Board of SCRFI consisting of 7 persons, all of whom shall be Members duly appointed as members of the Board in terms of these bye-laws.
2.3 “Member” means a person duly admitted to membership of SCRFI in terms of these bye- laws.
2.4 “Memorandum of Association” shall mean the Memorandum of Association of the Society;
2.5 “Section” means a Section of the Act;
2.6 “Society” and “SCRFI” means the Stem Cell Research Forum of India;
2.7 “Registrar” means the Registrar of Societies.
3. MEMBERSHIP OF THE SOCIETY
3.1 Eligibility:
All persons, natural or legal, who are involved in or associated with promotion of or supporting research in stem cell and other related fields of science shall be eligible for membership of the Society.
3.2 Admission to Membership:
3.2.1 The original subscribers to the Memorandum of the Society shall be the First Members of the Society.
3.2.2 All persons who are nominated and invited by the First Members of the Society to the first General Meeting of the Society as members shall also be Members by accepting such nomination. The Members referred to in Rules 3.2.1 and 3.2.2 shall be referred to as “Original Members”.
3.2.3 At any time after the first General Meeting, a Member shall be entitled to nominate any eligible person for membership of the Society. The person so nominated by a Member shall submit his / her credentials in any of the meetings of the Members of the Society highlighting his / her contribution to the Society with / involvement in the field of stem cell research or any related fields of science. Such person shall be admitted to membership at the sole discretion of the Society only if found suitable by the majority of the Members present in the meeting wherein credentials are presented.
3.3 Membership Fees:
3.3.1 The membership fee shall be charged annually and there shall be no life membership fee.
3.3.2 The annual membership fee shall be payable at the rate and in the manner as may be determined by the Society in its Annual General Meeting for each category of Members.
3.3.3 The dues of the Members shall be assessed on a calendar year basis, which shall be duly paid as fixed by the Society. The Members shall be entitled to exercise their rights and privileges of membership of Society only upon clearing all dues to the Society.
3.4 Rights of Members:
3.4.1 To vote in the General Meeting;
3.4.2 To participate in the seminars, conferences and other scientific programmes which is conducted by the Society; and
3.4.3 To be entitled to other rights and privileges as may be declared by the Society for the use and benefit of the Members in furtherance of the objects of the Society.
3.5 Obligation of Members:
A Member upon his/her induction, shall assume the obligation of manifesting a continuous interest in the objectives of the Society by furthering the objectives of the Society in the diffusion of scientific spirit, particularly amongst his or her students, and professional associates.
3.6 Expiry / Termination of Membership:
A Member shall cease to be retain his membership of the Society upon such Member’s
3.6.1 resignation;
3.6.2 death;
3.6.3 absence in three consecutive Annual General Meetings; or
3.6.4 removal by an affirmative vote by 3/4th of the Members present in a General Meeting.
CHAPTER – II - VOTING
4. VOTING
Each Member of the Society shall be entitled to vote in the General Meetings and the Annual General Meetings of the Society. The voting shall be by secret ballot or by show of hands.
5. QUORUM
The presence of 7 Members shall constitute a quorum.
6. VOTE TO BE CAST IN PERSON
Votes shall be cast in person.
CHAPTER – III - ADMINISTRATION
7. POWERS AND DUTIES OF SOCIETY
7.1 The Society will have the responsibility of management of the affairs of the Society keeping in view its goal of continuous endeavor in attaining the objects of the Society. The Society shall have the right to approve the annual budget, establish and collect annual assessments and arranging for the management of the affairs of the Society in an efficient manner. Except as otherwise provided, resolutions of the Society shall require approval by a majority of the Members, casting votes in person.
7.2 The Society shall hold at least two Scientific Meetings of the Members every year.
8. PLACE OF MEETINGS
Meetings of the Society shall be held at a suitable place as may be fixed and intimated by the Board from time to time.
9. ANNUAL GENERAL MEETING
The first Annual General Meeting of the Society shall be held in the month of March 2006. Thereafter, the annual meetings of the Society shall be held in each succeeding year, on convenient dates. At such meetings there shall be elected by a vote of the Members the office bearers in accordance with the requirements in these Bye-laws. The Members may also transact such other business of the Society as may properly come before them.
10. SPECIAL MEETINGS
It shall be the duty of the President to call a Special Meeting of the Members as directed by a resolution of the Board or upon a petition signed by majority of the Members and having been presented to the Secretary or any officer duly authorized by him in this behalf by issuing a notice of seven days prior notice to all the Members.
11. NOTICE OF MEETINGS
It shall be the duty of the Secretary to mail or send a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member, at least twenty one days prior to an annual meeting and seven days prior to a special meeting. The mailing or sending of a notice in the manner provided in this byelaw shall be mailed or sent to the Registrar.
12. ADJOURNED MEETINGS
If the meeting of the Members cannot be organized because a quorum has not been attended, the Members who are present may adjourn the meeting to a time not less than forty-eight hours from the time the original meeting was called. If at an adjourned meeting also no quorum is present, the Members present in person being not less than two shall form a quorum.
13. DECISION BY CONSENT IN WRITING
Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all Members entitled to vote on the matter express their consent or disapproval to the action in writing and the written consents and disapproval are filed with the records of the meetings of Members. Such consents and disapproval shall be treated as votes for and against such matter respectively for all purposes
14. ORDER OF BUSINESS
The order of business for all meeting of the Members shall be as follows: -
14.1 Roll call;
14.2 Proof of notice of meeting or waiver of notice;
14.3 Reading minutes of preceding meeting;
14.4 Reports of Officers;
14.5 Report of Committees;
14.6 Election of Board members;
14.7 Unfinished business if any;
14.8 New business.
CHAPTER – IV - BOARD
15. MANAGEMENT OF SOCIETY
A Board shall govern the affairs of the Society consisting of seven (7) Members viz., a President, Convener and a Secretary and four other Members. The Board may decide to designate members of Board as additional office bearers.
16. POWERS AND DUTIES OF BOARD
The Board shall have the powers and duties necessary for the administration of the affairs of the Society and may do all such acts and things as are not directed by law or by these byelaws to be exercised and done by the Members.
17. OTHER DUTIES OF BOARD
In addition to duties imposed by these byelaws or by resolutions of the Society, the Board shall be responsible for the following that is to say: -
17.1 Collection of yearly assessment/fees from the Members;
17.2 Designation, employment, remuneration and dismissal of the personnel necessary for the administration and maintenance of the operations / affairs of the Society;
17.3 To provide for the manner in which the audit and accounts of the Society, shall be carried out;
17.4 To inspect the accounts kept by the Secretary and examine the registers and account books and to take steps for the recovery of all sums due to the Society;
17.5 To sanction working expenses, count each balance and deal with other miscellaneous business;
17.6 To see that the cashbook is written up promptly and is signed daily by one of the members of the Board authorized in this behalf;
17.7 To hear and deal with complaints;
17.8 To dispose off old / scrap movables and to purchase items which are required by the Society;
17.9 To organize scientific events, seminars, conferences and programmes in relation to the objects of the Society;
17.10 To delegate any functions and powers as may be deemed fit and to form and constitute any committees of the Board;
17.11 To do such other and further acts and deeds as may be required for operating, managing and administering the Society; and
17.12 to enter into agreements, to publish on paper or electronically or in any other format, such journals and other publications (abstracts, reviews, newsletters, collected papers from a meeting, electronic media, etc.) as may be deemed fit. The editors of Society publications shall be appointed by the Board.
18. MANAGERS
18.1 Accounts Manager: The Board may employ for the Society an Accounts Officer who shall have general charge of the financial affairs of the Society, with custody of all moneys, securities, valuable papers, books, and accounts, and shall have authority, in the name and on behalf of the Society, subject always to the general supervision and control of the Board and except as they may otherwise order and as otherwise provided by law or these bylaws, to receive and pay moneys; to collect debts due the Society; to endorse for deposit bills, checks, drafts, and promissory notes payable to the Society; to execute transfers or assignments of certificates of stock, bonds, and other securities; and, except as otherwise provided in these bylaws, to execute, under the Society seal or otherwise, deeds, mortgages, bonds, contracts, agreements, and other documents. The Accounts Officer shall keep full and accurate accounts of the financial transactions of the Society including distributions made by it from time to time and shall make such statements or reports there from as the Board may from time to time require. The Accounts Officer shall sign such other instruments and perform such other duties as may be prescribed by law. If required by the Members, the Accounts Officer shall give bond for the faithful performance of his duties, in such form, in such amount, and with such surety as the Members may prescribe.
18.2 The Board may also employ such other Managers and other supporting staff as may be found to be required to administer and manage the affairs of the Society in an effective manner.
18.3 The terms and conditions of service of the Managers and other supporting staff shall be as may be fixed by the Board from time to time.
19. ELECTION AND TERM OF OFFICE
The members of the Board shall be elected by a majority of the Members of the Society present and voting for a term of two years. The members of the Board shall hold office until their successors have been elected and hold their first meeting.
20. VACANCIES
Vacancies in the Board caused by any reason other than the removal by a vote of the Society shall be filled by vote of the majority of the remaining members of the Board even though they may constitute less than quorum and each person so elected shall be a member of the Board until a successor is elected at the next Annual General Meeting of the Society.
21. REMOVAL FROM BOARD
At any regular or special meeting duly called by any one or more of the members of the Board may be removed with or without cause by the majority of the Members and a successor may then and there be elected to fill the vacancy thus created. Any member of Board whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting.
22. ORGANISATION MEETING
The first meeting of a newly elected Board shall be held within 30 days of elections at such place as shall be fixed by the members and no notice shall be necessary to the newly elected members in order legally, to constitute such meeting, provided a majority of the Board members shall be present.
23. REGULAR MEETINGS
Regular meetings of the Board may be held at such time and place as shall be determined from time to time by majority of members of the Board, but at least 4 such meetings shall be held during each year. Notice of regular meeting of the Board shall be given to each member, personally or by mail or telegraph, at least twenty one days prior to the day named for such meetings.
24. SPECIAL MEETINGS
Special Meetings of the Board may be called by the President on seven days notice to each Member, given personally or by mail or by telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. The President or Secretary shall call special meetings of the Boards in like manner and on like notice on the written request of at least three members of the Board.
25. WAIVER OF NOTICE
Before or at a meeting of the Board, any member of the Board, may in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of Board at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the members of the Board are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
26. QUORUM
At all meetings of the Board, one third of the total strength of the members shall constitute a quorum for the transaction of business and the acts of the members present at a meeting at which the quorum is present shall be the acts of the Board. If, at any meeting of the Board, there be less than a quorum present, the members present may adjourn the meeting from time to time. At any such adjourned meeting, any business, which might have been transacted at the meeting as originally called may be transacted without further notice, provided there is a quorum present.
27. FIDELITY BONDS
The Board may require that all officers and employees of the Society handling or responsible for the Society’s funds furnish adequate fidelity bonds.
CHAPTER - V - OFFICERS
28. DESIGNATION
The Principal Officers of the Society shall be a President, a Convenor and a Secretary all of whom shall be selected by and from the Board. The Board may appoint such other officers as in their judgment may be necessary.
29. PRESIDENT
The President shall be the Chief Executive Officer of the Society. The President shall have all of the general powers and duties which are usually vested in the Office of the President of a society, including, but not limited to the power to appoint committees from among the Members from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Society.
30. COVENOR
The Convenor shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Convenor is able to act, the Board shall appoint some other member of the Board to act on an interim basis. The Convenor shall also perform such other duties as shall from time to time be imposed upon him by the Board.
31. SECRETARY
The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Society; he shall have charge of such books and papers as the Board may direct, and he shall in general perform all the duties incidental to the office of Secretary. The Secretary shall be responsible for the Society’s funds and securities and shall also be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Society. He shall be responsible for the deposit of all moneys and other valuable effects in the name and to the credit of the Society in such depositories as may from time to time be designated by the Board.
CHAPTER - VI - FUNDS AND THEIR INVESTMENTS
33. FUNDS
Funds may be raised by the Society in all or any of the following ways, namely,
33.1 by shares;
33.2 by contributions and donations from the Members;
33.3 from common profits which shall form the nucleus of the Reserve fund;
33.4 by raising loans, if necessary, subject to such terms and conditions as the Society, with the approval of the competent authority, may determine in this behalf.
34. CUSTODY AND INVESTMENT OF FUNDS
34.1 The Society shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board, without being restricted to the class of investments which a fiduciary is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Society if such action is a prohibited transaction or would result in the denial of the tax exemption under the provisions of the Income Tax Act, 1961.
34.2 The Board may from time to time engage the services of a national banking association or any state chartered banking institution to have the custody and safekeeping of the funds of the Society, or any of said funds, and to undertake the management and investment thereof, collect the income, and make disbursements from time to time from the principal or income of funds so held to such persons and in such manner as the Board shall prescribe.
35. ACCOUNTS
35.1 Financial Year: The Financial Year of the Society shall, unless otherwise fixed by the Board, shall commence on the 1st day of January and end on the immediately succeeding last day of December in every year.
35.2 The Society shall on or before 30th April each year publish an audited annual financial statement containing:
35.2.1 the profit and loss accounts;
35.2.2 the receipts and expenditure of the previous financial year; and
35.2.3 a summary of the property and assets and liabilities of the Society, giving such particulars as will disclose the general nature of these liabilities and assets and how the value fixed assets has been arrived at;
35.2.4 The audited financial statement shall be open to the inspection of any Member of the Society during the office hours and in the office of the Society and a copy thereof shall be submitted to the Registrar on or before the fourteenth day succeeding the day on which the annual general meeting of the Society is held;
35.2.5 Every financial statement shall be accompanied by a complete list of members of the Board who were in charge of the affairs of the Society during the financial year to which the statement pertains.
36. PUBLICATION OF ACCOUNTS AND REPORTS
A copy of the last financial statement and of the report of the Auditor, if any, shall be kept in a conspicuous place in the office of the Society.
37. APPOINTMENT OF AUDITORS
The Society shall appoint at its General Meeting, an Auditor who shall audit the accounts of the Society to be prepared by the Board as hereinbefore provided and shall examine the annual returns and verify the same, with the accounts relating thereto and shall either sign the same as found by him to correct, duly vouched and in accordance with law, or specially report to the Society in what respect he finds it incorrect, unvouched or not in accordance with law.
38. POWER OF AUDITOR
The Auditor shall be entitled to call for and examine any papers or documents belonging to the Society and shall make a special report to the Society upon any matter connected with the accounts which appears to him to require notice.
CHAPTER - VII - MISCELLANEOUS
39. COMPLIANCE
These bye-laws are set forth to comply with the requirements of the Karnataka Societies Registration Act, 1960. In case, any of the bye-laws conflict with the provisions of the said Act, it is hereby agreed and accepted that the provisions of the Act will apply. The provisions of Sections 9, 10, 13, 21, 22 and 23 shall be binding on the Society.
40. SEAL OF THE SOCIETY
The Society shall have a common seal which shall consist of a die bearing the name of the Society and such other device or inscription as the Board may determine. The form of the seal may be changed by order of the Board. The common seal shall be in the custody of the Secretary, and shall be used only under the authority of a resolution of the Board and every deed of instrument to which the seal is affixed shall be attested for or on behalf of the Society by one member of the Board and the Secretary or any other person authorized by the Society in that behalf.
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