Memorandum of Association of 

“THE PETARIAN FOUNDATION”  

1.    Name: 

       The name of the society shall be “THE PETARIAN FOUNDATION”, hereafter referred to as the Foundation. 

2.    Registered Office: 

       The registered office shall be located at Islamabad at 8-A, Street 37, F-8/1, Islamabad. The Foundation may open Branch Offices at other places as deemed necessary and fit. 

3.    AIMS & OBJECTIVES: 

       The aim & objectives of the foundation are:         

3.1     The foundation shall be not-for-profit and non-political organisation, set up for the benefit and welfare of alumni, employees and ex-employees of Cadet College Petaro in particular and Pakistanis at large. 

3.2     The foundation shall provide welfare services for alumni, employees and ex-employees of Cadet College Petaro through:                  

3.2.1     Creation of job opportunities through its investments and placement services. 

3.2.2     Establishment, construction, purchase, procurement and operation of an unemployment bureau to assist the jobless. 

3.2.3     Establishment and operation of a career counseling service. 

3.2.4     Offering of scholarships, stipends, awards, prizes to capable, needy & deserving students or to educational institutions. 

3.2.5     Distribution of free course books to needy students 

3.2.6     Establishment and operation of projects to assist and provide jobs to widows and orphans. 

3.2.7     Establishment and operation of blood banks. 

3.2.8     Arrangement, procurement, establishment and provision in whatever manner possible of medical assistance, treatment, facilities, equipment, medicines to needy people suffering form any disease, ailment, deficiency or physical disability. 

3.2.9     Establishment and operation of any other service or facility that would be of benefit to alumni, employees and ex-employees of Cadet College Petaro in particular and to Pakistanis at large. 3.3            The foundation shall promote and finance projects in the following areas: 

3.3.1     Establishment, construction, purchase, procurement and operation and management of development projects at Cadet College Petaro for the development of its infrastructure or new schemes in the field of education or other social services. 

3.3.2     Establishment, construction, purchase, procurement and operation and management of public schools, colleges, universities, training institutes, polytechnics, or any other type of educational institutions. 

3.3.3     Establishment, construction, purchase, procurement and operation and management of research facilities in all sciences. 

3.3.4     Establishment and funding of “chairs” for professors and teachers at colleges and universities in Pakistan. 

3.3.5     Establishment, construction, purchase, procurement and operation and management of vocational institutions for all trades. 

3.3.6     Establishment, construction, purchase, procurement and operation and management of public libraries and reading rooms. 

3.3.7     Publication of books and magazines in any field of benefit to Pakistan. 

3.3.8     Promotion of knowledge through any other means. 

3.3.9     Establishment, construction, purchase, procurement and operation and management of health care facilities including dispensaries, hospitals, and medical research centers. 

3.3.10   Establishment and management of mosque and Qur’an/ Hadith teaching schools. 

3.3.11   Establishment, planning, development, construction, purchase, procurement, and management of housing schemes, colonies, housing complexes, apartment buildings, commercial areas, shops, residential houses, farms, farm houses that may be allotted to Petarians or to others on commercial basis for the purpose of developing housing for Petarians and their families and to use this as means for raising funds for other activities of the Foundation. The development works may include playgrounds, graveyards, gardens, parks, service areas, roads, infrastructure works, landscaping, social clubs, community centers or any other works required for the development of these residential or commercial areas. 

3.4     The foundation shall promote sound values in society in all its forms, and shall campaign against evil, corruption and oppression in society in all its forms. 

3.5     To receive, accept, procure help, assistance, donations, grants, time deposits/loans without interest or markup or any profits and aid from other persons, local or international institutions, charitable organizations and governments, and to co-ordinate, co-operate and participate with them and undertake any scheme or project for implementation of any of the objectives and purposes of the Foundation and to the Foundation’s financial advantage or prestige. 

3.6     The funds raised by the Foundation shall be through legal and ethically sound sources and which are in consonance with Islamic laws, and shall be invested in businesses that are beneficial to the society and that would generate profits to be used to fulfill its objectives. Businesses that the foundation could invest in include the following: 

3.6.1     Industries 

3.6.2     Agriculture, horticulture, aquaculture and animal husbandry 

3.6.3     Schools, colleges and Universities 

3.6.4     Telecommunications and Information Technology 

3.6.5     Engineering services 

3.6.6     Health care 

3.6.7     Real estate and construction 

3.6.8     Hotels, Restaurants, and consumer services 

3.6.9     Goods carriage, transportation and shipping 

3.6.10   Services including Consultancy 

3.7     To rent, lease, acquire land, property, building, etc. to promote the aims and objectives of the Foundation. 

3.8     To receive any property real, personal or mixed under the terms as is proper and fit in the opinion of the members of the Board of Directors for the foregoing purposes or any of them and administrating the same to carry out the directions and exercise the powers contained in the Board of Directors the instrument under which the property is received including the expenditure of the principal as well as the income for one or more of such purposes if authorized and directed in the Board of Directors under which is received. 

3.9     To receive and administer funds for educational, cultural and charitable purpose and take and hold by request, device, gifts, purchase or lease absolutely for such objectives and purposes or any of them as specified in the purposes or any of them as specified in the construction of any property, real, personal, or mixed without limitations, if any, as may be imposed by law. 

3.10    To sell, convey, dispose off any such property and to deal with and expand the principal and income of this Foundation for any of the aforementioned objects and purposes without limitations, except such limitations if any as may be contained in the instrument under which property is received or the limitation imposed by law. 

3.11    To receive, take title, to hold, and use the proceeds and income of stocks bonds, obligations, or the securities, of any corporation and corporations, or government or private enterprises, either domestic or foreign, for the foregoing purposes or any of them. 

3.12    To undertake, do and perform all such acts, matters, things as may be desirable or necessary in the opinion of the Board of Directors for the accomplishment of the foregoing purpose or any of them and in particular but without prejudice to the generality of the foregoing to enter into contracts, to borrow or raise or secure the payment of money, to open or operate or maintain bank account or accounts to sell, exchange, let or lease or tenancy or otherwise deal with the property of the Foundation to purchase, hire, lease, take, or otherwise acquire any estate, interest or property whatsoever and to ensure and maintain any such estate, interest or property and to hold, develop, deal with and turn in to account any property, assets or rights real or personal of any kind  and in the discretion of the members of Board of Directors to apply the assets of the Foundation in or towards the establishment of any Foundation and/or institutions the objects and purposes of which are in accordance  with the objects of the Foundation. 

3.13    The foundation shall be governed by the constitution and bye-laws attached herewith unless altered or amended or repealed in accordance with the procedure laid down in the bye-laws. 

In witness whereof we the following members whose names and addresses are mentioned hereunder, are desirous of being formed into Foundation called “THE PETARIAN FOUNDATON” in pursuance of this constitution and have set and subscribed their respective hands on ____________ day of September 2003.

Articles of Association

Of

“THE PETARIAN FOUNDATION”

1.    OFFICES

The Registered office shall be at Islamabad. The Foundation may locate its operational Head Office anywhere in Pakistan. All main operations including the activities of the Board of Directors shall be situated at the operational Head Office. The Foundation may open Branch Offices at places they deem fit and as decided by the Board of Directors.

2.     MEMBERSHIP:

2.1     Eligibility: The membership of the Foundation shall be open to all those who have been on the student rolls or who have been staff members or employees of Cadet College Petaro. The Board of Directors may allow special membership rights for certain projects of the Foundation to those persons who have not been affiliated with Cadet College Petaro in any way. The Board of Directors will determine the rules for such members.

2.2     Procedure of Membership: Any person eligible under Article 2.1 above may apply for membership under prescribed form to be obtained from the registered office of the Foundation and get admitted to membership by way of recommendations from a proposer and seconder who shall be members of the Foundation. The Secretary-General shall issue him a membership number which shall however be subject to confirmation by the Board of Directors.

3.    CLASSES OF MEMBERS:

3.1     Members: Members shall pay a minimum subscription or Rs. 1,000 per annum paid in advance. Any member who pays minimum Rs. 15,000 shall be deemed to have paid his subscription fee for life. The minimum subscription fees defined herein can be modified by the Board of Directors from time to time.

3.2     Fellows: Any Member who shall pay Rs. 250,000 or more as determined by the Board of Directors in addition to membership fee for life shall be classified as a Fellow.

4.    RESIGNATION

A member may resign in writing at any time and his resignation shall take effect after all dues and liabilities to the Foundation are cleared.

5.    DUTIES OF MEMBERS

5.1     Every member shall abide by the Memorandum and Articles of the Foundation.

5.2     The members shall have no right whatsoever on the income, subscription, donation, gifts, property and assets of any kind whether moveable or immovable belonging to the Foundation.

5.3     Members in arrears shall not be entitled to attend or participate in any meeting of the Foundation or its Board of Directors.

6.    TERMINATION OF MEMBERSHIP:

Membership of a member shall be considered as having been terminated if:

a.     The Board of Directors finds a member guilty of misconduct.

b.     The subscription remains in arrears for a period of two years.

7.    RESTORATION OF MEMBERSHIP:

7.1     A member who has been expelled from the Foundation on account of misconduct can apply again for membership, and his case will be referred to a sub-committee which will submit its findings for consideration to the Board of Directors which will give its approval or disapproval for restoration of membership.

7.2     In case, where the membership is discontinued or terminated on account of non-payment of Foundation dues, such member can apply again for membership on payment of Rs. 2,000 being the subscription of two years or on payment of a full Rs. 15,000 as life membership fees. The Board of Directors will however reserve the right to reduce or set aside all the dues in arrears.

8.  BOARD OF DIRECTORS:

8.1     A committee called the “Board of Directors” which will consist of five members shall manage the Foundation. At least four of the five members of the Board of Directors shall be Fellows.

8.2     The Board of Directors shall be the main policy making body of the Foundation, which shall be responsible for formulating annual plans, budgets and policies, and directing the implementation of its projects and operations through a professionally hired Secretariat within the framework of its plans, budgets and policies.

8.3     The founding members, through a special meeting, shall elect a founding Board of Directors, who in turn shall elect a Chairman out of the elected members. The tenure of this founding Board of Directors shall be for one year only. The Board may select the place and location of the meeting, which shall normally be Islamabad or Petaro. The Board may hold it’s meeting in another city, which may suit its objectives and interests.

8.4     Until such time when a professional Secretariat is appointed including a Secretary-General, the Board of Directors shall select a General Secretary and a Treasurer from amongst themselves based on three names proposed by the Chairman in order to function as an honorary Secretariat. The Chairman, General Secretary and the Treasurer shall preferably be Islamabad based.

8.5     The Board may nominate / elect a Karachi based Board member to assist, co-ordinate matters and issues relating to any activities in Karachi or Sindh, and act on specific instructions of the Board of Directors/Chairman of the Foundation and to report directly to the Board Meeting in Islamabad.

8.6     Suitably prior to the completion of tenure of the Board of Directors, all Fellow Members of the Foundation shall elect a fresh Board of Directors through voting at a special meeting of the Foundation to be organized by the outgoing Board of Directors. The tenure of all subsequent elected new Board of Directors shall be fours years.

8.7     Fellow members (Pakistan or foreign based) may cast votes by postal ballots, the procedure for which shall be determined by the Board of Directors.

8.8     All the office bearers and members of the Board of Directors shall be honorary and shall not be eligible for any remuneration in lieu of their time and efforts.

8.9     The Chairman may with the approval of the Board of Directors nominate a sub-committee consisting of three or more members of the Board of Directors to execute and carry out certain specific objectives of the Foundation for specific periods.

8.10    Any member who has been Chairman of the Foundation for at least one full term may be ex-officio member of the Board of Directors in addition to its normal strength and will also have a right to vote.

8.11    The Board of Directors shall have the powers to fill in any vacancy for the remaining tenure of its office so caused due to resignation, continuous absence, removal from office, death or for any other reasons of any member of the Board.

8.12    The Board may invite any fellow member and (past or present) teacher to its meeting on special request for advice and consulting.

8.13    The Principal/Commandant of Cadet College Petaro and the current Presidents of Petarian Association chapters in Karachi, Hyderabad, Lahore and Islamabad shall be invited to be honorary non-voting members of the Board of Directors. They shall act in an advisory capacity only.

8.14    The professionally hired Secretary-General shall also be a non-voting member of the Board of Directors.

9.         FUNCTION OF THE OFFICE BEARERS:

i)       CHAIRMAN:

a.  Shall preside at all the meetings of the Board of Directors and Foundation.

b.  Shall also take steps for compliance of policies and resolutions passed by Board of Directors and Foundation.

c.   In the absence of a professionally hired Secretary-General, he shall supervise and be responsible for the entire day to day working and management of the Foundation and its finances.

d.  Provide direction to the Secretary-General, who shall have a direct line of reporting to the Chairman.

e.  The Chairman shall designate a Senior Vice-Chairman and a Vice Chairman from the Board members, who shall preside at any meeting during the absence of the Chairman in order of the designation. When authorized by the Chairman, the Senior Vice Chairman or the Vice Chairman shall officiate during his absence and shall exercise the same powers as those of the Chairman.

f.   In case of resignation, termination or death of the Chairman, the Senior Vice Chairman shall be appointed the Acting Chairman for a period of a maximum of 60 days. During this period, the Board must select a permanent Chairman.

ii)     GENERAL SECRETARY: Shall perform the following duties:

a.  Maintain a Register of record of members with the dues if any.

b.  Keep record of meetings and proceedings of Board of Directors and the Foundation.

c.   Maintain contact with other similar organizations, NGOs and government agencies.

d.  Do all correspondence on behalf of the Foundation and maintain all the record connected with the work of the Foundation.

e.  Maintain the office and do all executive work of the Foundation.

f.   Call meetings of Board of Directors and Foundation in consultation with Chairman, with sufficient notice of at least 15 days.

g.  Circulate notices for meetings, request for Papers / Proposals / Points for consideration of the Board, prepare, circulate and maintain a record the agenda points, record / maintain the minutes / proceeding of the meetings and circulate the minutes/decisions of the meetings / proceeding to the Board members.

h.  Prepare annual reports.

i.   Perform all other allied and necessary duties arising out of the day-to-day administration of the Foundation.

j.   Upon appointment of a full-time professional Secretary-General, all the functions of the General Secretary shall be transferred to the Secretary-General, and the position of the General Secretary within the Board of Directors shall cease to exist.

iii)  TREASURER: Shall perform the following duties:

a.  Shall maintain register of statutory accounts of income and expenditure of the Foundation.

b.  Shall prepare the Annual Balance Sheet, Statement of expenditure and income, Annual Audit and other Accounts Reports, including reports on dues from members.

c.  Shall send notices for collection of dues to Members.

d.  Shall send acknowledgments of money received to Members and donors.

e.  Upon the appointment of professional finance/accounts manager/staff in the Secretariat, the position of the Treasurer within the Board of Directors shall cease to exist, and all the functions shall be transferred to the appropriate Secretariat staff as determined by the Board of Directors.

10.   MEETINGS OF BOARD OF DIRECTORS:

10.1    The Board of Directors shall meet at least once a quarter and hold emergency meetings as may be demanded by circumstances at the discretion of the Chairman.

10.2    Location of the meetings of the Board shall preferably alternate between Petaro and Islamabad or other major cities as deemed convenient.

10.3    The Board of Directors shall be entitled to discuss all the business and affairs of the Foundation except those which are reserved under the rules of the Foundation itself.

10.4    The notices of the meeting shall be given to every member of the Board at least fourteen days before the date fixed for the meeting either by post or through newspapers or through notice board.

10.5    The Chairman at a notice of at least 24 hours may call emergency meeting.

10.6    The quorum of the meeting of the Board of Directors shall be three members.

10.7    Members who are located in different cities can also attend the Board Meeting using networked connections over the Internet. Proper certification shall be made to ascertain that only a member of the Board is attending the meeting through a remote electronic connection.

10.8    The agenda points and papers for all meetings shall always be circulated by the fastest secure means to ensure that these are received by the Board Directors.

10.9    In case a Director is unable to attend, he can authorize a proxy vote to another director for specific agenda items. The authority delegated to cast vote shall be in writing, indicating name of the Elected Director who shall cast the proxy vote. It shall be signed by the non- attending Director in advance.

11.   SECRETARIAT:

11.1    The Board of Directors shall create a Secretariat at an appropriate time to manage the day-to-day affairs, operations and projects of the Foundation.

11.2    The Secretariat shall be headed by a hired professional Secretary-General.

11.3    The Board shall approve the scope and range of functions for each member of the Secretariat.

11.4    The Board of Directors may form a committee to select and hire the services of a professional Secretary-General for day-to-day management and operations of the Foundation and as head of a Secretariat within the scope of the policies and budgets established by the Board of Directors.

11.5    Other paid employees can be hired as a part of the Secretariat as per a personnel and manpower plan submitted by the Secretary-General and approved by the Board of Directors.

11.6    The Secretary-General shall be hired or de-hired by the Board of Directors upon the recommendation of the Chairman.

11.7    All employees reporting directly to the Secretary-General shall be hired or de-hired upon the recommendation of the Secretary-General and approved by the Chairman.

11.8    Hiring and de-hiring of other employees will be at the discretion of the Secretary-General within the approved manpower plan.

11.9    Selection of all employees shall be on merit. 

11.10  Compensation package for all employees shall be decided by the Chairman on recommendation of the Board of Directors. 

12.   DISQUALIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS:

Any member of the Board of Directors who does not attend at least one meeting in 12 months shall automatically be removed from the Board of Directors. The Board of Directors shall fill up such vacancies.

13.   FUNCTION OF THE BOARD OF DIRECTORS:

a.  To consider, deliberate and decide on any and all actions, activities, investments, returns, donations, gifts, grants resulting or emanating from Foundation’s aims and objectives delineated at article 3 of the Memorandum and within the rules of the Articles of the Petarian Foundation.

b.  To receive, deliberate, consider and decide on all proposals received from any person, group, organization, firm, company.

c.  To confirm the proceedings of the last meeting.

d.  To appoint auditor who may be a member or non-member of the Foundation.

e.  To appoint one or more sub-committee among the members of the Board of Directors, for specific purposes and such sub-committee shall cease to exist when the purpose for which it was formed, has been fulfilled.

f.   To control the entire management of the Foundation including the Secretariat.

g.  To call the meetings of the Foundation as and when necessary.

h.  To select any scheduled bank for the custody of the funds of the Foundation.

i    To frame such rules and bye-laws as may be necessary form time to time.

j.   To Approve the Annual Budget and Annual Plans.

k.  To approve resignation of members of the Board or to decide about their expulsion.

l.   To take appropriate action or expulsion against any member or office bearer for any act contrary to the aims and objects of the Foundation or adopt attitude which is against the interest of the Foundation or which is likely to threaten the integrity of the Foundation. The decision of the Board of Directors shall however be appeal-able to the General body.

m.  To approve and disapprove the membership of any person.

n.  To approve a manpower plan, appoint the staff within the Secretariat and to fix their remuneration.

o.  To approve the resignation or termination of any member of the Foundation.

p.  To fill up any casual vacancy in the Board of Directors for the remaining period of the tenure of Board of Directors.

q.  To hire or de-hire the Secretary-General upon the recommendation of the Chairman.

r.   To generate, collect funds and to receive donations, loans etc. in the name of the Petarian Foundation and to deposit it in the Foundation’s accounts with intimation to the Board of Directors.

14.   FISCAL YEAR:

The fiscal year shall be from January to December.

15.   ANNUAL GENERAL MEETING OF THE FOUNDATION:

The Annual General Meeting of the Foundation shall be held not less than twelve months and more than fifteen months from the date of Last Annual General Meeting for the transaction of the following business:

a.  To consider and pass the Audited Statement of Account.

b.  To consider the report of the Secretary-General (or General Secretary) about the activities of the Foundation.

c.  To consider proposals and suggestions by the members.

d.  Transact other business as per article 17.

The Board of Directors shall be authorized to call an extra ordinary meeting of the Foundation for any purpose on a written request signed by not less than 25 members who are not in arrears to the Secretary-General (or General Secretary), showing the specific purpose for which it is proposed to hold the meeting.

Thirty days notice specifying the time date and place of the meeting shall be given together with the Agenda and a copy of the audited statement of account for the year.

16.   QUORUM OF GENERAL MEETING:

One fifth of the total number of members entitled to vote shall constitute the quorum for the General Meeting of the Foundation.

Provided further that if the quorum is not complete, the meeting may be either adjourned or to have been taken as “Adjourned Meeting” where the quorum shall however be not less than twenty.

17.   SCOPE AND FUNCTION OF GENERAL BODY:

The General Body shall consist of all members who are enrolled on the Register or members and against whom no dues are outstanding. The function for the General Body shall be as under:

a.  To approve or disapprove the audited statement of Accounts.

b.  To amend or alter any Clause, sub-clause or clauses or Sub-Clauses of the Memorandum and Articles of Association.

c.  To appoint auditor/auditors and to fix their remuneration.

d.  To discuss and propose such plans and schemes which are in the general interest of the members of the Foundation.

e.  To give approval for the purchase or disposal of any property or properties whether moveable or immovable.

f.    To approve donation of any or all property and properties of the Foundation whether moveable or immovable to any other institution or institutions.

g.  To approve establishment of branch or zonal offices of the Foundation in and outside Pakistan as recommended by the Board of Directors.

h.  To consider and approve any proposal(s) which are considered beneficial for the Foundation.

18.   BANK ACCOUNT:

Prior to creation of the Secretariat, the Chairman, General Secretary and the Treasurer shall jointly operate the bank account or accounts of the Foundation, with a requirement of any two signatures of the three. Upon the creation of the Secretariat, the signatories shall be the Chairman, Secretary-General, and any two members of the Board of Directors chosen by the Board, with a requirement of any two signatures of the four.

19.   AUDIT OF ACCOUNTS:

Once at least in every year, one or more auditor or auditors will examine the accounts of the Foundation and ascertain correctness of the Balance sheet and income and expenditure Account.

20.  STATUS OF THE FOUNDATION:

The Foundation shall be a not-for-profit and non-political organisation. Any profits gained by the any of its ventures or investments shall be ploughed back into the Foundation for its own projects.

21.   DISSOLUTION:

The Foundation shall be deemed to have been dissolved if the Board of Directors passes a resolution to this effect with a two-thirds majority vote, and which is subsequently ratified by a resolution passed at the General Body Meeting by a Majority of Votes. The dissolution shall be effective from the date of passing the Resolution at the General Body Meeting. All assets and liabilities of the Foundation shall be disposed off or assigned to another organization with similar objectives as decided by the General Body of the Foundation.

22.  AMENDMENT IN MEMORANDUM AND ARTICLES:

An amendment to the Memorandum and Articles shall be made by resolution in the General Body Meeting by minimum vote of two-thirds of the members in attendance, provided that such amendment shall not be made in an adjourned meeting of the General Body.

In witness whereof we the following members whose name and particulars are mentioned herein below are desirous of being formed into an Foundation called “ THE PETARIAN FOUNDATION” in pursuance of these bye-laws and have set and subscribed their respective hands on _______ day of September 2003.