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KITE COLLECTIVE
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Contents
Articles of Association ................................................................................................................................... 3
Interpretation ............................................................................................................................................... 4
Membership and voting rights...................................................................................................................... 5
The board of directors .................................................................................................................................. 6
Chief executive officer and the executive committee .................................................................................. 7
Advisory council ............................................................................................................................................ 8
Treasury, accounting and records................................................................................................................. 8
General meetings ........................................................................................................................................ 10
Election procedure ...................................................................................................................................... 11
Profits and surpluses................................................................................................................................... 11
Donations .................................................................................................................................................... 13
Common seal .............................................................................................................................................. 13
Liquidation and removal from the register ................................................................................................. 13
Insurance and indemnity ............................................................................................................................ 13
Amendments............................................................................................................................................... 14
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ARTICLES OF ASSOCIATION
01. The provisions contained in Part III of the Companies Act No. 07 of 2007 shall
apply to the Association, except in so far as they are repeated or contained in
these Articles, but subject to repeal, alteration or addition by Special Resolution
provided that the same shall have been previously submitted to and approved by
the Registrar of Companies.
02. The Association for the time being shall in particular engage in and undertake;
A. To protect, promote and ensure the rights of youth, women and children of
the society and to eradicate discrimination and develop opportunities for
the betterment of their lives.
B. To Promote and Establish mutual relations in between local and
international communities in the fields of youth, women and child
development.
C. To liaise between International Communities, Societies, Organizations and
Countries in search of skills, techniques and information on community
development, and enhancing community development resources.
D. To undertake researches in-order to provide timely and useful data about
the development of youth, women and children.
E. To manage and disseminate information on the status and development of
youth, women and children.
F. To educate and provide practical knowledge to prospective individuals
and groups in community development, peace and reconciliation, mental
healing, and equality and anti-discrimination.
G. To educate and provide practical knowledge to prospective individuals
and groups in community development, peace and reconciliation, mental
healing and equality & anti-discrimination.
H. To carry on the activities of providing training programs, seminars and
public education programs and community development programs in
connection with the objects listed above.
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INTERPRETATION
04. In the interpretation of these articles the following words and expression shall
have the following meanings unless such meanings be inconsistent with or
repugnant to the subject or context:
The act means the Companies Act No. 07 of 2007 or any statutory modification
or re-enactment for the time being in force.
Board means the Board of Management of the Association.
Council means the Advisory Council.
Councilor mean a member or members of the Advisory Council.
Day includes any day, whether a business day or not.
Organization means KITE Collective.
In writing and Written includes printing, lithography and other modes of
representing or reproducing words in a visible form;
Member means a member or members of the Association for the time being
and includes the subscribers to the Articles of Association.
Month means a calendar month.
Seal means the common seal for the time being of the Association.
Secretary means the secretary of the Association.
Year means a calendar year.
Words importing the singular number only, include the plural number and vice
versa;
Words importing the masculine gender only, include the feminine gender and vice
versa;
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06. Any member shall be admitted as a member insofar as they apply and obtain
approval of the Board of Directors of the Collective, which shall be defined in the
application process, will be subjected to the requirements of Article 4.
07. Any member whose name appeared in the voting list, which should be finalized
by the end of previous year, shall have the right to vote.
08. The members of the Association shall not be less than 06, but the Board of
Directors may from time to time register an increase of members.
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ii.
iii.
iv.
ADVISORY COUNCIL
11. The Board of Directors shall establish an Advisory Council, by inviting 3 to 5
members of the Collective, who shall be reputed in Youth/Women/Child
development in Sri Lanka.
A. Term of office of the councilors of the Advisory Council will be for a time
not exceeding 01 year.
B. Any councilor can be re-appointed by the Board upon the expiration of
his/her tenure.
C. Tenure of a councilor of the Council will be terminated upon decision by a
councilor to resign.
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A. The Treasurer shall maintain a detailed account note book recoding all the
income and expenditure of the Collective comply with Subsection (2) of
Section 148 and other relevant sections of the Act.
B. The bank accounts many be opened and operated by any two members
from among three members (including the Chief Executive Officer and the
Treasurer) of the Board of Directors nominated for the purpose by the
Board.
C. The Treasurer shall obtain and keep a receipt for expenses incurred.
D. A receipt should be issued for all income received by the Collective and
the treasurer is responsible for issuing the receipt, the counterfoils of all
such receipts, giving the date of the transaction, the amount and the
source, shall be retained by the Treasurer. The income to the Collective
includes membership dues, donations and funding obtained from local and
international institutions and other sources.
E. A monthly statement of revenues and expenses will be prepared by the
Treasurer for all months during his term and copies of the said statement
will be sent to the members of the Board.
F. At the end of his/her term, but no later than one month after a new Board
takes office, the outgoing treasurer shall obtain an audited statement of
funding relevant to the preceding year. The incoming Treasurer and the
Board shall receive this statement from the outgoing Treasurer.
G. The outgoing Board shall provide the incoming Board of Directors the
following documents at any date no later than one month after the
appointment of a new Board.
i. Minutes of all the General Meetings and the Board meetings for
the preceding year.
ii. Monthly financial statements mention in Article 11(E).
iii. Annual financial statement mentioned in Article 11(F).
iv. Amendments to the Articles and By-Laws passed by the
Collective.
v. Any other relevant records.
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H. The accounting records must comply with Section 148, 151, 153 and 166
of the Act.
I. At every Annual General Meeting, the association must appoint an
Auditor for the following year in accordance with Section 154 of the Act.
An Auditor who is appointed at an Annual General Meeting is deemed to
be reappointed at the following Annual General Meeting.
J. A member of the Association is entitled to inspect the documents referred
to in Section 119 of the Act, in the manner specified in Section 121 of the
Act.
GENERAL MEETINGS
13. The Board of Directors shall summon at least two (02) General Meetings during
its term. All members of the Collective shall be notified about the date, time,
venue and agenda of any General Meeting at least fifteen (15) working days in
advance. The Board is responsible to make this notification. A General Meeting
without prior notice as mentioned above shall only be called in case of an
emergency.
14. If a member wishes to call a General Meeting he/she shall submit a written letter
making such a request along with written evidence in support from a ten percent
(10%) of the total membership. The Board shall then call a General Meeting
within fifteen (15) working days of the date of the said written request.
15. If the Board of Directors refuses to convene a General Meeting following a
request that satisfies the criteria laid down in Article 13, the member may then file
a complaint with the Advisory Council. The Advisory Council will then start
mediation process with the Board within 15 days of such complaint and convene a
joint meeting consisting of 02 members representing the Council and the Board.
Such joint meeting shall then convene a General Meeting.
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ELECTION PROCEDURE
16. An election notice will be sent to all collective members by the incumbent Board,
which will notify the date of the election to all members of the Collective. It will
notify the date of the election, the list of members who shall be eligible to be
nominated to contest for the membership of the Board as stipulated in Article 08
and the last date to receive nominations.
17. The Incumbent Board will determine the eligibility of the nominees. The
Collectives members will be notified of eligible nominees running in the election
for the membership of the Board at least one week before the Election Day.
18. Election will be held at a General Meeting during the month of June. The
Advisory Council will be invited to observe the election. The members present at
the meeting will be eligible to vote and each member will be given a ballot paper
with names of all eligible nominees. Each contestant will be given five minutes to
present his/her proposals. The members will then cast their votes and those who
receive the highest number of votes will be the elected persons. The counting
process will be observed by the Advisory Council or any person appointed by the
Advisory Council.
19. In the case of tie-vote, the toss will be applied.
20. All Collective members present in the General Meeting will be publicly informed
about the results of the election. Members who are absent shall be notified within
10 working days.
Provided that nothing herein shall prevent the payment in good faith or reasonable
and proper remuneration to any officer or servant of the Association, or to any
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member of the Association in return for any service actually rendered to the
Association.
Nothing herein shall prevent the payment interest at a rate not exceeding the rate
authorized by the Central Bank for the time being, on money lent or reasonable
and proper rent for premises demised or let by any member to the Association but
that no member of the Board of Directors shall be appointed to any salaried office
of the Association or of any office of the Association paid by fees.
No remuneration or other benefit in money or moneys worth shall be given by
the Association to any member of such Board of Directors or Governing body,
except repayment of out of pocket expenses and interest at the rate aforesaid on
money lent or reasonable and proper rent for premises demised or let to the
Association; provided that the provision last aforesaid shall not apply to any
payment to any company of which a member of the Board of Directors or
Governing body may be a member shall not hold more than one hundred part of
the capital and such member shall not be bound to account for any share of profit
he may receive in respect of any payment.
22. The income of the Association from its operations, donations, subscriptions, or
any other activity, howsoever derived shall be applied solely towards the
promotion of the objects of the Association as set out in the Memorandum of
Association and no portion thereof shall be paid to any member of the Association
by way of profits or dividends.
23. In the event of the dissolution of the Association, for any reason whatsoever, any
surplus of funds left of the proceeds of dissolution shall not be paid to any
member of the Association, but shall, on the consensus of the members, be
donated to a charity which is recognized and approved by the Commissioner
General of Inland Revenue as an approved charity.
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DONATIONS
24. The Association may receive and accept donations or grants from the like-minded
organizations, organizations, or persons both locally and internationally. The
Association may also donate funds or goods to organizations or persons
requesting the same from the Association insofar as these organizations satisfy the
Board of Directors that their goals are consistent.
COMMON SEAL
25. The seal of the Collective shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors and except in the presence of at
least two members of the Board, one of the whom shall be the Chief Executive
Officer and such members of the Board shall sign every instrument to which the
seal of the Collective is so affixed in their presence.
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AMENDMENTS
32. A two-third (2/3) vote at a General Meeting is required to amend these Articles.
The amendments shall be passed by the Board of Directors also with a two-third
(2/3) majority before such amendment propos to the General Meeting. In case the
Board provides no such approval with a two-third majority to a proposed
amendment, written consent of at-least forty percent (40%) of the total
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We the several persons, whose names and addresses are subscribed, being subscribers
to the Articles of Association, hereby agree to the foregoing Articles of Association.
NAMES, ADDRESSES AND DESCRIPTIOS
OF SUBSCRIBERS
1
Jonson
Garden
Road,
SIGNATURES
Bodiya
Road,
Thalahena,
Malambe
(Undergraduate student : LLB)
6
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