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8/8/2019 Memo Article Fpcci

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MEMORANDUM AND ARTICLESOF ASSOCIATION OF

THE FEDERATION OF PAKISTAN

CHAMBERS OF COMMERCE & INDUSTRY (FPCCI)

(INCORPORATING AMENDMENTS UPTO9

THSEPTEMBER 2002)

PUBLISHED AND ISSUED BY

THE FEDERATION OF PAKISTAN CHAMBERS OFCOMMERCE & INDUSTRY

FEDERATION HOUSE, MAIN CLIFTON, KARACHI


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I N D E X

(MEMORANDUM OF ASSOCIATION)

SR. SUBJECT SECTION PAGE

1. Name Section 1 1

2. Offices Section 2 (i,ii,iii) 1

3. Objects Section 3 (i to xxix) 1 - 3

Section 4 3

Section 5 3

4. Liability of Members Section 6 and 3

Section 7 3

5. Jurisdiction Section 8 3

6. Right of Amendment Section 9 3 - 5


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I N D E X

(ARTICLES OF ASSOCIATION)

SR. SUBJECT ARTICLE NO. PAGE

1. Definitions 1 to 3 6 - 7

2. Membership:Classes of Members 4 to 6 7Admission Fee & Subscription 7 & 8 7 - 8Cessation of Membership 9 & 10 8Membership Registers 11 8

3. Functions 12 8-94. General Body 13 9 - 105. Managing Committee:

Composition 14 10Elections 15 10 - 11Term of Office 16 11Frequency of Meetings 17 11Quorum 18 12

Powers 19 12 - 136. Zonal Committees 20 to 23 137. The President 24 138. The Vice President 25 149. Secretaries 26 & 27 1410. Meetings of the General Body:

Annual General Meeting 28 15Extra-ordinary or Special General Meeting 29 15Meetings on Requisition 30 to 33 15 - 16Quorum 34 16Notices of Meetings 35 16Conduct of Business 36 to 39 16

11. Voting Rights 40 & 41 16 - 17

12. Notice on Members 42 1713. Preliminary Expenses 43 1714. Audit 44 to 48 17 - 1815. Indemnity 49 & 50 1816. Seal 51 1817. Winding up 52 1818. Confirmation of any Alterations to Rules 53 to 54 1819. Right of Amendment 55 18


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MEMORANDUM OF ASSOCIATIONOF

THE FEDERATION OF PAKISTANCHAMBERS OF COMMERCE & INDUSTRY

SECTION 1 1. NAME

The name of the Association shall beTHE FEDERATION OF PAKISTAN CHAMBERS OF COMMERCE & INDUSTRY

SECTION 2 2. OFFICES

i) The Registered Office, which shall be the Head Office of the Federation, shall be situated in Karachi osuch other place in Pakistan as the Federation may determine from time to time.

ii) The Zonal Office(s) of the Federation shall be situated in Lahore and/or at such other place or places inPakistan and Azad Jammu & Kashmir as the Federation may determine from time to time.

iii) The Branch Office of the Federation shall be situated at such other places in Pakistan and Azad Jammu

& Kashmir as the Federation may determine from time to time. The Liaison Officesof the Federation maybe set up at suitable places outsidePakistan with the prior approval of the Government.

SECTION 3 3. OBJECTS

i) To aid and stimulate the development of trade, commerce, agriculture, industry, mining and transporin Pakistan and Azad Jammu & Kashmir.

ii) To promote, encourage and safeguard business in which Pakistanis and other nationals in Pakistan areengaged or interested or matters of inland and foreign trade, agriculture, transport, industry, manufacturefinance, banking, insurance, mining and shipping.

iii) To promote friendly relationship and unanimity of purpose among various CHAMBERS OF COMMERCE

& INDUSTRY and Trade and Industrial Associations in Pakistan and Azad Jammu & Kashmir and to helpcoordination among them and their counterparts in other countries of the world.

iv) To secure organised action, direct or indirect, on all subjects mentioned above.

v) To collect and disseminate statistical and other information and to make efforts for the spread ocommerce, technical and economic knowledge.

vi) To promote and advance, commercial, technical, industrial and scientific education and to found andsupport institutions for such purposes.

vii) To take all steps that may be necessary for promoting, supporting or opposing legislation or any otheaction affecting the aforesaid economic interests and in general to take initiative to secure and safeguard

the interests of the business community in all respects.

viii) To provide machinery for arbitration and survey in respect of disputes arising among the members of theChambers, Associations and other bodies of Trade and Industry, as well as arising in the course of tradeindustry, mining or transport or other business matters, as also to secure the services of expertstechnical and other men to that end, if necessary.

ix) To safeguard and further the interests of our business and industrial interests in foreign countries.

x) To help in the organisation of Chambers of Commerce & Industry, and trade and industrial Associationsat different commercial centres of Pakistan and Azad Jammu and Kashmir.


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xi) To convene, when necessary, conferences and seminars at such time and such places as may bedetermined.

xii) To borrow from time to time or raise moneys which may be required for the purpose of the Federationupon bonds, debentures, bills of exchange, promissory notes or other obligations or securities of theFederation or by mortgage or change of the property of the Federation.

xiii) To accept any bequest, gift, donations or subscription towards, or to accumulate and provide a fund or an

endowment or wakf and to invest the same and supply the income arising therefrom, or to resort to thecapital thereof, for any of the objects of the Federation.

xiv) To communicate with trade and industrial associations and other mercantile and public bodies throughouthe world and concert and promote measures for the protection of the trade and persons engaged thereinand especially in matters touching the interests of the Member Bodies of the Federation.

xv) To acquire by purchase or otherwise lands, buildings, or other property, moveable or immoveable, whichthe Federation, for the purpose thereof may, from time to time, think proper to acquire.

xvi) To sell, improve, manage, develop, exchange, lease, sublet, mortgage, dispose of, turn to account ootherwise deal with, all or any part of the property of the Federation.

xvii) To construct upon any land acquired for the purpose of the Federation any building or buildings fo

the purpose of the Federation and to alter, add to or remove any building upon such premises.

xviii) To subscribe to, become a member of, or otherwise cooperate with any other Association, whetheincorporated or not, whose objects are altogether or in part similar to those of the Federation.

xix) To invest the money of the Federation, not immediately required in such security or securities as mayfrom time to time be determined by the Managing Committee.

xx) To remunerate a person or company for services rendered or to be rendered in placing or assisting toplace or guaranteeing of any debentures or other securities of the Federation.

xxi) To establish and support or aid in the establishment and support of associations, institutions, trusts andconveniences calculated to benefit employees of the Federation or their dependents, and grant pensions

and allowances, and to make payment towards insurance and to subscribe or guarantee money focharitable or benevolent objects or for any exhibition, or for any public general, or useful objects.

xxii) To enter into any arrangement with Government or any public authority, municipal, local or otherwisethat may seem conducive to the Federation's objects or any of them and to obtain from suchGovernment or authority, all rights, concessions and privileges which the Federation may thinkdesirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privilegesand concessions.

xxiii) To secure adequate representation of trade and industry in legislatures, statutory bodies and commerciaand industrial delegations.

xxiv) To sell or dispose of the undertaking of the Federation or any part thereof for such consideration as the

Federation may think fit and in particular for shares, debentures or securities of any other association orcompany having objects altogether or in part similar to those of the Federation.

xxv) To take or otherwise acquire and hold shares in any other Association or company having objectsaltogether or in part similar to those of the Federation.

xxvi) To undertake and execute any trusts and wakfs the undertaking of which may seem to the Federationdesirable either gratuitously or otherwise.

xxvii) To draw, make accept, discount, execute, and issue bills of exchange, promissory notes, bills of ladingwarrants, debentures and other negotiable instruments or securities.


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xxviii) To promote harmonious relations between employers and employees and to set up machinery fodetermining and settling industrial disputes.

xxix) And generally to do all other things incidental to the attainment of the above objects.

Section 4

The income and property of the Federation, whenever derived, shall be applied, solely towards the promotion

of the Federation as set forth in this Memorandum of Association and no portion thereof shall be paid ortransferred directly or indirectly in the shape of dividend or bonus or otherwise, by way of profit to the personswho at any time are or have been members of the Federation or to any of them or to any person claiming throughany of them.

Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers oservants of the Federation or to any member thereof, or other persons in return for any services actuallyrendered to the Federation or payment of the interest or money borrowed from any member of the Federation, orpayment of allowance or concession to members by way of rebate, or return of subscriptions or gratuitousdistribution amongst, or sale at discount to members of the Federation, of any books or publications not requiredfor the furtherance of any of its objects, in accordance with the Articles and Bye-laws of the Federation for thetime being in force.

Section 5

Section 4 of this Memorandum is the condition on which a licence is granted by Government to the Federation inpursuance of Section 42 of the Companies Ordinance, 1984.

4. LIABILITY OF MEMBERS

Section 6

Every Member Body, in the event of the Federation being wound up, shall contribute to the assets of theFederation, a sum not exceeding Rs. 500/- for payment of debts and liabilities of the Federation, costs, chargesand expenses of winding up and for the adjustment of claims of the contributors amongst themselves. Providedthat no payment may be made by the Member Bodies if the Federation is wound up after a period of twelve

months from the date such Member Body ceases to be a member of the Federation.

Section 7

If, upon winding up or dissolution of the Federation, there remains, after the satisfaction of all its debts andliabilities and property or assets the same shall not be paid to or distributed amongst the members of theFederation, but shall be given to or transferred to some other institution or institutions having objects similar tothe objects of the Federation to be decided by the members of the Managing Committee of the Federationpresent at the last General Meeting held before the time of the dissolution. Provided that if for any reason effeccannot be given to the aforesaid provision, the assets or properties shall be transferred to any institution orinstitutions having charitable objects, to be decided by the aforesaid Managing Committee.

5. JURISDICTIONSection 8

The territories to which the objects of the Federation shall extend shall be the whole of Pakistan and theentire Azad Jammu and Kashmir.

6. RIGHT OF AMENDMENTSection 9

Amendments to this Memorandum of Association shall be subject to the approval of the Government and shalalso be made when required by the Government in public interest.


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NAMES OF THE ORIGINAL SIGNATORIES - APRIL 1960


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ARTICLES OF ASSOCIATIONOF

THE FEDERATION OF PAKISTANCHAMBERS OF COMMERCE & INDUSTRY

The Federation of Pakistan Chambers of Commerce & Industry(Registered under the Companies Act, 1913)

1. DEFINITIONS

Article 1: In these Articles unless there is anything repugnant in the context:

i. The "Federation" shall mean the Federation of Pakistan Chambers of Commerce & Industry.

ii. The "Managing Committee" shall mean the Executive Committee of the Federation.

iii. Members of the Managing Committee shall mean the President, the Vice Presidents, and the Members o

the Managing Committee of the Federation.

iv. "Member Body" shall mean a Chamber of Commerce & Industry or an Association of trade and/oindustry which is an Ordinary Member of the Federation.

v. The terms "Member of the Managing Committee" and "Managing Committee" used in these Articles shalhave the same respective meanings as the terms "Director" and "Board of Directors", have, when used inthe Companies Ordinance, 1984.

vi. The terms "trade" or "industry" and "traders" or "industrialists" used in or under these Articles for thepurpose of election to various bodies, committees or organs of the Federation or for otherepresentational purposes, shall respectively mean trades or industries and traders or industrialists borneon the membership rolls of the Member Bodies for the time being.

vii. Zonal Office shall mean the offices of the Federation set up in Lahore and or at such other Places inPakistan and Azad Jammu & Kashmir as the Federation may determine from time to time.

viii) Annual year shall mean a year commencing from Ist of January and ending on the 31st of December.

ix) The "Federal Government" shall mean the Government of Pakistan.

x) Words indicating the singular number shall include plural number and vice-versa.

xi) "A Class Association" shall mean an Association of trade and/or industry registered under Section 42 othe Companies Ordinance, 1984 and recognised as such by the Federal Government.

xii) "B Class Association" shall mean an Association of trade and/or industry registered under Section 42 o

the Companies Ordinance, 1984 and recognised as such by the Federal Government.

xiii) "Patron Members" shall mean any individual/firm/company of trade and/or industry who may be admittedby the Managing Committee of the Federation to become Patron Members of the Federation.

xiv) "Life Member" shall mean any individual or a particular individual of a firm/company of trade and industrywho may be admitted by the Managing Committee of the Federation, to become "Life Member" of theFederation.

xv) Financial year shall mean a year commencing from 1st of July to 30th June.


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Article 2

For the purpose of registration the number of members of the Federation is determined to be 100. The ManagingCommittee shall have the right to increase the number of members whenever deemed fit.

Article 3

The Federation is established for the objects explained in its Memorandum of Association.

2. MEMBERSHIP

Class of Members

Article 4

The Federation shall have only four classes of members namely:

1. Ordinary Members2. Honorary Members3. Patron Members

4. Life Members

Article 5

Every Chamber of Commerce & Industry or Association of trade and/or industry recognised by the CentraGovernment and registered under Section 42 of the Companies Ordinance, 1984 shall be eligible to becomeOrdinary Member of the Federation.

Article 6

i) Persons distinguished for social service and eminent in commerce and/or industry, or otherwiseinterested in the aims and objects of the Federation may be elected as Honorary Members of theFederation for a period not exceeding one year, provided they are not otherwise eligible to represent the

Member Bodies on the Federation.

ii) In addition there will be a category of Patron Members of the Federation, open to individuafirms/companies, paying annual subscription of Rs. 8,000/= to the Federation with right to attend themeetings of the General Body of the Federation as Observer but with no right to vote provided that suchmembers shall be enrolled by the Managing Committee in its discretion.

In addition there will be a category of Life Members of the Federation, open to individual or nominee(s) offirms/companies with right to attend the meetings of the Managing Committee and General Body of theFederation as Observer but with no right to vote provided that such members shall be enrolled by the ManagingCommittee in its discretion.

Admission Fee and Subscription

Article 7

i) Every Chamber of Commerce & Industry enrolled as Ordinary Member of the Federation shall pay anadmission fee of Rs. 1,000/= and an annual subscription of Rs. 32,000/= in advance.

ii) Every "A" Class Association of trade and/or industry enrolled as Ordinary Member of the Federation shalpay an admission fee of Rs. 500/= and an annual subscription of Rs. 16,000/=

iii) Every "B" Class Association of trade and/or industry enrolled as Ordinary Member of the Federation shalpay an admission fee of Rs. 500/= and an annual subscription of Rs. 8,000/= in advance.


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iv) Every Patron Member shall pay an annual subscription of Rs. 8,000/= in advance.

v) a. The members of the business and industrial community of Pakistan who have served as members othe Managing Committee of FPCCI for a long period can become Life Member of FPCCI by paying Rs. 1Lacs once.

b. The sitting President of a Chamber of Commerce and Industry/Chairman of an Association of Trade

and Industry can become Life Member of FPCCI by paying Rs. 1 Lacs once.

c. Members of the business and industrial community of Pakistan who do not come under above twocategories can become Life Member of FPCCI by paying Rs. 3 Lacs once."

Article 8

Honorary Members shall not be required to subscribe to the funds of the Federation but they shall be entitled toreceive all published reports of the Federation and to attend and speak not to vote in any General Meeting heldduring the period of their membership. They may also attend any meeting of the Managing Committee or anyCommittee of the Federation upon invitation.

Cessation of Membership

Article 9

A Member Body shall cease to be a member of the Federation if the Managing Committee so decides in the evenof non-payment of annual subscription within the period specified in that behalf or on de-recognition or de-registration of the Member Body by the Central Government.

Article 10

No Member Body shall have the option to withdraw from the Federation except by giving three calender monthsnotice to the Secretary General of the Federation of its intention, to do so, and upon the expiry of such noticesuch Member Body shall cease to be a Member Body, and shall pay subscription and other dues or charges thatmay be current at the time for the whole year.

Membership Registers

Article 11

Registers of Member Bodies shall be maintained each by the Head Office and the Zonal Offices showing namesand strength of the members of the Member Bodies together with classes or rates of subscription payable byeach Member Body.

3. FUNCTIONS

Article 12

The functions of the Federation shall be:

i) To take up any matter referred to it by Government.

ii) To provide representation on various national, public and semi-public bodies, standing committeesadvisory councils or committees.

iii) To form with the prior approval of the Member Bodies concerned, and run a National ArbitrationAssociation of Pakistan, taking into consideration the national and international arbitration arrangementsin force for the time being, and to associate with the National Council of the International Chamber ofCommerce.


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iv) To secure affiliation to, or participation in conference of, bodies abroad with the prior approval of the

Central Government.

v) To deal with any matter initiated by the Federation in consultation with its Member Bodies provided thathe residuary functions shall be left with the Member Bodies, avoiding overlapping of functions or paralleaction.

vi) To take up any matter referred to it by the Zonal Offices or Member Bodies.

4. GENERAL BODY

Article 13

i) The General Body of the Federation shall be composed of the representatives from each of the MembeBodies nominated in the manner mentioned hereinafter.

ii) Member Bodies shall nominate their representatives on the General Body of the Federation within theperiod specified in a notice given by the Federation. The names of the representatives shall be dulyfurnished by the Member Bodies to the Federation within the period specified. If any person is nominated

as a member of the General Body from more than one Member Body he shall retain one seat and resignwithin one week of the publication of the list of Members of the General Body, from the remaining seats,otherwise he shall cease to be member of the General Body. Fresh nomination shall be invited by theFederation immediately for the seats thus rendered vacant.

iii) The Members of the General Body shall hold office for a term of two years beginning from Ist of Januaryof a year during the year in which they have been nominated by the respective Member Bodies, and shalcontinue to hold office till the second Annual General Meeting, and no fresh nomination(s) shall be madeby the concerned Member Bodies unless a vacancy is caused by death or resignation by the nominee(sconcerned.

Any delay in the Annual General Meeting for reasons beyond the control of the incumbent ManagingCommittee may be condoned by the General Body subject to the approval of the Federal Government.

iv) The Member Bodies shall be represented on the General Body in the following manner:

a) Each of the Member Bodies known as Chamber of Commerce & Industry shall nominate fourepresentatives on the General Body, of whom two shall represent Trade and two shalrepresent Industry.

b) Each of the Member Bodies known as "A" Class Association of Trade and/or Industry shalnominate two representatives, one of whom shall be representing trade and the other shall berepresenting industry, provided that where an Association represents only one trade oindustry both its representatives may be nominated from the same group either of trade or oindustry.

Further provided that "A" Class Associations have option to nominate from amongst their

members in North Western Frontier Province/Balochistan for contesting the election on theManaging Committee for the additional seat allocated to the Provinces of NWFP/Balochistan.

c) Each of the Member Bodies known as "B" Class Association of Trade and/or Industry shalnominate one representative.

Provided that "B" Class Associations have option to nominate from amongst their members inNorth Western Frontier Province/Balochistan for contesting the election on the ManagingCommittee for the additional seat allocated to the Provinces of NWFP/Balochistan.


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d) Member of the General Body shall cease to be such members if the Member Bodies whom theyrepresent cease to be members of the Federation.

5. MANAGING COMMITTEE

Composition

Article 14

The management of the business of the Federation shall be vested in the Managing Committee including onePresident, Seven Vice Presidents and members elected in the manner hereinafter provided. Provided that if forany reason the total number of persons elected on the Managing Committee falls short of the total number oseats that shall not invalidate the election of the Managing Committee.

Elections

Article 15

a) Members of the Managing Committee shall be elected/nominated in the following manner:

i) Member Bodies known as Chambers of Commerce and Industry shall nominate one

representative each to the Managing Committee. In addition, one representative shall benominated to the Managing Committee jointly by the Chambers of Commerce and Industry in theProvince of Sindh, one representative jointly by the Chambers of Commerce & Industry in theProvince of Punjab, one representative jointly by the Chambers of Commerce and Industry of theProvince of North Western Frontier Province, one representative jointly by the Chambers ofCommerce and Industry of the Province of Balochistan and one representative jointly by theChambers of Commerce and Industry in Azad Jammu and Kashmir.

ii) Members of the General Body representing "A" Class Associations shall elect from amongsthemselves members of the Managing Committee corresponding to half of the number ofnominees of the Chambers of Commerce and Industry mentioned in Article 15 (a) (i). In additionthey shall elect one member of the Managing Committee who would belong to North WesternFrontier Province/Balochistan.

iii) Members of the General Body representing "B" Class Associations shall elect from amongsthemselves members of the Managing Committee corresponding to half of the number ofnominees of the Chambers of Commerce and Industry mentioned in Article 15(a) (i). In addition,they shall elect one member of the Managing Committee who would belong to North WesternFrontier Province/Balochistan.

Provided that in case of increase in the number of Chambers of Commerce & Industry anadditional seat shall be allocated automatically to Associations of Trade and Industry alternatelyto "A" and "B" Class Associations.

iv) The immediate Past President of the Federation shall be ex-officio member of the ManagingCommittee.

v) The Members of the Managing Committee shall cease to be members if for any reason theycease to be members of the General Body. The vacancy thus caused shall be filled by cooptionby the Managing Committee from the same group of Member Bodies to which the formermember belonged.

b) President

The Managing Committee shall elect, from amongst its members a President who shall be called the President othe Federation. Commencing from 1st January, 1990 onwards the President shall be elected from amongst themembers of the Managing Committee representing the Northern Zone comprising Punjab, North Western Frontie


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Province and Azad Jammu & Kashmir and the Southern Zone comprising Sindh and Balochistan in accordancewith the following self-repeating cycle:

i) Azad Jammu & Kashmirii) Punjabiii) Sindhiv) North Western Frontier Provincev) Balochistan

vi) Punjabvii) Sindh

Provided that the present incumbent President shall be deemed to have held and shall conclude his two yearsterm of office within the context of Article 16(i) and 28(v).

c) Vice Presidents

i) The Members of the Managing Committee shall elect one Vice President from amongst theimembers representing Chambers of Commerce & Industry.

ii) The Members of the Managing Committee shall elect one Vice President from amongst theimembers representing the Associations of Trade or Industry.

iii) The Members of the Managing Committee shall elect Five Vice Presidents from amongst theimembers out of which four representing the Provinces namely Sindh, Balochistan, NWFP andPunjab and one Vice President shall be elected by rotation for each term belonging toIslamabad/Azad Jammu & Kashmir.

d) The election wherever prescribed in these Articles shall be held by Secret Ballot and in accordance withthe Election Rules framed by the Managing Committee.

Provided that non-participation by any member bodies in the elections or any proceedings of theFederation shall not invalidate such elections or proceedings.

Terms of Office

Article 16

i) The President, Vice Presidents & Members of the Managing Committee shall hold office for a term of twoyears beginning from Ist January of the year during the term in which they have been elected and shalcontinue to hold office till the second Annual General Meeting.

ii) The Immediate Past President on the expiry of his term under Article 15(a) (iv) shall not be eligible tostand for election to the Managing Committee for the next ensuing term.

iii) A Vice President shall be eligible for re-election on the expiry of his first term.

iv) On completion of maximum two terms the retiring members of the Managing committee shall not beeligible to stand for election in any representative capacity for the next one term.

Frequency of Meetings

Article 17

The Managing Committee shall hold at least five meetings in a year provided that at least one meeting is held ineach Zone.


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Quorum

Article 18

One-third Members of the Managing Committee shall form the quorum for its meetings.

Powers

Article 19

The Managing Committee shall have the following powers:

i) To appoint any number of sub-committees or special committees or standing committees or expercommittees to deal with problems relating to any particular trade or industry on any issue having abearing on trade, commerce, industry and economy of Pakistan and Azad Jammu and Kashmir. TheMembers of such committees will be taken from the membership of the Federation as well as the "A" or"B" Class Associations representing the trades or industries concerned. In case there is no suchAssociation to represent a particular trade/industry, the Managing Committee will be free to nominatepersons on such committees even from outside the membership of the Federation. Provided that in caseof a difference between the views of the Managing Committee and those of such committees the formeshall not shut the views of the latter particularly while corresponding with Government.

ii) To appoint staff headed by a Secretary General and comprising Secretaries of the various departmentsof the Federation and its Zonal, Branch and Liaison Offices and other staff considered necessary to runthe business of the Federation efficiently, and to frame rules and regulations to govern their selectionappointments, promotions and transfers, pay, leave and provident funds, travelling and other allowancesand remunerations, privileges, disciplinary control, removal or dismissal, etc. of the staff.

iii) To appoint legal or technical advisers to tender expert advice to the Federation on various issuesconcerning trade, commerce and industry.

iv) To delegate, subject to such conditions as it thinks fit, any of its powers to Zonal Committee or SubCommittee.

v) To sanction all expenses of travelling in connection with the work of the Federation to members and stafof the Federation as well as other persons appointed on the committees of the Federation.

vi) To meet the working expenses of the management, establishment charges and salaries of the staff of theFederation.

vii) To send delegates or delegations abroad or invite and/or receive foreign delegates or delegationsconnected with trade, commerce and industry with the prior approval of the Central Government and tobear the expenses thereof.

viii) Subject to the provisions of Article 12(iv) to enter into agreement with, upon such terms andconditions as the Managing Committee may deem appropriate, for working in connection with, or forbetter development of, any branch of commerce, industry, with any organisation having like objects thatmay apply to be allowed to work in cooperation with the Federation and to be combined with the objects

not inconsistent with the objects of the Federation as defined in the Memorandum of Association.

ix) To set up different departments of the Federation to deal with various aspects of its business, including aSocial Welfare Department to work exclusively for the promotion of Social Welfare in Pakistan and tomeet all expenses on account of or arising from the work of these departments.

x) To make such rules, bye-laws and regulations as it may consider expedient for the proper conduct ofthe business of the Federation.


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xi) To add, alter, improve and repeal regulations or bye-laws of the Federation provided such rulesregulations or bye-laws do not militate against the standing rules and regulations, already confirmed bythe Annual General Meeting or Extraordinary General Meeting of the Federation.

xii) Generally to look after the business of the Federation and take all possible steps and measures topromote the popularity of the Federation with a view to making a success of its aims and objects andto increase the status, dignity and honour of the Federation and of its Members.

6. ZONAL COMMITTEES

Article 20

The Zonal Offices of the Federation shall be run by the Zonal Committees representing Member Bodies in theProvince concerned as follows:

i) Two representatives from each of the Member Bodies styled as Chambers of Commerce and Industryone representing trade and one representing industry.

ii) One representative from each of the Member Bodies concerned styled as "A" Class Association of Tradeand/or Industry and with its Head Office in the Zones concerned.

iii) One representative from each of the Member Bodies concerned styled as "B" Class Association of Tradeand/or Industry and with its Head Office located in the Zones concerned.

Article 21

The Zonal Committees will correspond with the Provincial or Local Government or Administration and variousauthorities of the Central Government in the Zones on matters which concern the zones provided that:

i) On any matter having an all-Pakistan bearing if the Managing Committee differs with the ZonaCommittee the opinion expressed or recommendations or nominations made by the latter shall also beforwarded to the Government along with the views of the Managing Committee.

ii) They shall not directly correspond with the Central Government Secretariat and that where a matteconcerns the Central Government it shall be progressed by or through the Managing Committee.

Article 22

The budget, expenditure and all appointments of staff of the Zonal, Branch or Liaison Offices shall be controlledby Head Office in accordance with the rules and regulations framed by the Managing Committee provided thatsuch rules and regulations concerning pay, leave, allowances, qualifications and privileges of staff shall be thesame as applicable to staff of the Head Office.

Article 23

The Secretaries of the Zonal Offices will be headed by the Zonal Secretaries of the status of the Secretaries at

the Head Office.

7. THE PRESIDENT

Article 24

The President shall be the chief executive of the Federation. He shall, whenever possible, preside over all themeetings and lead all deputations and delegations. He shall address the General Meetings and shall performsuch other duties as may be incidental to the office of the President. In the event of his going out-side thecountry he shall delegate his powers to any one of the Vice Presidents who will act as President during hisabsence.


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8. THE VICE PRESIDENT

Article 25

In the absence of the President, one of the Vice Presidents shall have the powers to perform the duties of thePresident.

9. SECRETARY GENERAL

Article 26

Subject to the supervision and control of the President and the Managing Committee, the Secretary Generashall have the following duties:

i) To carry on and have charge of all correspondence of the Federation.

ii) To keep and maintain the accounts of the Federation and the funds connected with or in any waycontrolled by the Federation.

iii) To keep and maintain accurate minutes of all meetings of the Federation, its Managing Committee and itsvarious Committees.

iv) To have charge of all papers and documents, furniture and all other properties, movable and immovablebelonging to the Federation.

v) To issue notice of all meetings of the Federation, its Managing Committee and various Committees.

vi) To notify Member Bodies, Members of the General Body and Honorary Members, of the impendingelections and the results of the elections.

vii) To countersign all cheques signed by the President and/or members of the Managing Committee or oany fund or Committee of the Federation.

viii) To demand and collect all dues from Member Bodies of the Federation or from any otherAssociation or Committee working in conjunction with the Federation.

ix) To prepare the Annual Report and Reports of all Committees.

x) To delegate any of his functions to any subordinate officers of the Federation provided that he shalremain responsible to the Managing Committee for all acts done on his behalf by such officers.

xi) To maintain administrative and disciplinary control over all staff of the Federation including that employedin the Zonal, Branch or Liaison Offices, in accordance with the rules and regulations framed in this behalby the Managing Committee.

xii) To do and perform all acts and deeds that he may expressly be required to do by the Managing

Committee and generally all such other duties as are incidental to his office.

Article 27

The Secretaries of the Zonal Offices or the Heads of the Branch and Liaison Offices shall perform such duties asmay be assigned to them by the Secretary General subject to the rules and regulations, if framed in thisbehalf by the Managing Committee.


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10. MEETING OF THE GENERAL BODY

Annual General Meeting

Article 28

The Annual General Meeting of the Federation shall be held every year in the month of December to transact thefollowing business:

i) To confirm the Minutes of the last Annual General Meeting of the Federation.

ii) To consider and adopt the Annual Report of the Federation.

iii) To consider and pass the Audited Accounts of the Federation.

iv) To appoint the Auditors and fix their remuneration.

v) To announce the result of the election every second year when the elections are held.

vi) To elect Honorary Members, if any, in conformity with the rules framed by the Managing Committee.

vii) Any other business subject to the rules framed by the Managing Committee.

Extra-ordinary or Special General Meetings

Article 29

The Meetings of the General Body, other than the Annual General Meetings, shall be called Extra-OrdinaryGeneral Meetings and shall be held at any time and at such places as the Managing Committee may deemconvenient for the disposal of the business of the Federation.

Meetings of Requisition

Article 30

An Extra-Ordinary General Meeting can also be held on a requisition signed by not less than one-tenth of thetotal number of Members of the General Body specifying clearly the business desired to be transacted.

Article 31

The Secretary General upon requisition made in writing by at least one-tenth of the members of the General Bodyshall convene an Extra-ordinary General Meeting and such a meeting shall be called within 21 days from the dateof receipt of such requisition, and a notice of such a meeting under the signature of Secretary General shall becirculated, among the Member Bodies for their information.

Article 32

If the Secretary General does not proceed within 21 days from the date of the requisition so made to cause ameeting to be called the requisitionists or a majority of them may themselves call the meeting, but in either caseany meeting so called shall be held within three months from the date of requisition. Every meeting so called bythe requisitionists shall be called in the same manner or as nearly as possible in which meetings are to be calledby the Secretary General.


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Article 33

Any requisition for an Extra-ordinary General Meeting shall express the object of the meeting and must be signedby the requisitionists and should be sent to the Secretary General at the Head Office by registered postacknowledgement due.

Quorum

Article 34

One-fourth Members of the General Body, present in person or by proxy, qualified for the time being, will form aquorum for the Annual General or Extra-ordinary General Meetings and no business shall be transacted at suchmeetings unless there is a quorum.

Notice of Meetings

Article 35

At least 21 days notice for Annual General Meeting intended to pass ordinary resolutions or an Extra-ordinaryGeneral Meeting intended to pass special resolutions specifying the place, date and hour of the meeting shall becirculated to the Member Bodies along with the notice of the meeting. Non-receipt of such a notice by any

Member of the General Body or any Member Body shall not invalidate the proceedings at such meetings.

Conduct of Business

Article 36

The President shall preside over every General Meeting of the Federation and in his absence, one of the VicePresidents shall preside over such meetings. If the President and Vice Presidents be not present at the time oholding a meeting, the members of the Managing Committee present at the meeting shall elect some one fromamongst themselves to act as the Chairman of the meeting.

Article 37

The President may, with the consent of the members present adjourn the meeting from time to time, and fromplace to place but no business shall be transacted at any adjourned meeting other than the business leftunfinished at the meeting from which the adjournment took place.

Article 38

At any General Meeting unless a poll is demanded by any one member a declaration by the President that theresolution has been carried and an entry to that effect in the book of the proceedings of the Federation, shall bethe conclusive evidence of the facts, without proof of the number or proportion of the votes recorded in favour oor against the resolution.

Article 39

If a poll is demanded in the manner aforesaid, the same shall be taken in such a manner as the Chairman directsand the results of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

11. VOTING RIGHTS

Article 40

i) Every representative of the Member Body present, in person, at a meeting of the Federation or any of itscommittees and qualified to vote shall have one vote. The Chairman, in case of equality of votes, shalhave one casting vote.


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ii) No representative shall be entitled to vote at any election meetings of the Federation unless all dues

membership subscriptions payable by the Member Body of the Federation of which he is the nomineehave been paid and credited to the accounts of the Federation prior to the date and time of nomination(sto the General Body specified by the Secretary General.

Article 41

Every question submitted to a meeting of the Federation or its Committees or to the Managing Committee shall bedecided unless unanimous, by a majority of the representatives present and voting at such meeting.

12. NOTICE ON MEMBERS

Article 42

A notice may be served upon any member either personally or by sending it through the post under certificate oposting in a pre-paid letter addressed to such member at such member's registered address. Any notice senby post shall be deemed to have been served at the time when the letter containing the same would have beendelivered in the ordinary course of post.

13. PRELIMINARY EXPENSES

Article 43

The preliminary expenses of registration and other incidental expenses of the Federation shall be borne by theFederation.

14. AUDIT

Article 44

Once at least in every year the Accounts of the Federation shall be prepared and audited. The accounts auditedby a Chartered Accountant alongwith a list of members as on 30th November shall be furnished to Director Trade

Organization on or before 31st day of December every year.

Article 45

The Auditors elected at Annual General Meeting shall hold office until the next Annual General Meeting.

Article 46

i) The Auditors of the Federation shall have the right to access at all times to the books of accounts andvouchers of the Federation and shall be entitled to require from the Managing Committee and officers ofthe Federation such information and explanations as may be necessary for the performance of theirduties.

ii) The Auditors shall make a report to the Members on every Balance Sheet laid before the Federation inGeneral Meeting during their tenure of office and the report shall state:

a) Whether or not they have obtained all the information and explanations required by them; and

b) Whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as toexhibit a true and correct view of the state of the Federation's affairs according to the best of theirinformation and the explanations given to them and as shown by the books of the Federation.


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Article 47

Every account of the Federation when audited and approved by a General Meeting shall be final except as regardany error discovered therein within three months following the approval thereof. Whenever any such error isdiscovered within that period the account shall forthwith be corrected and thenceforth shall be final.

Article 48

The Auditors shall be entitled to receive notice of and to at tend any General Meeting of the Federation at whichany accounts which have been examined or reported by them are to be read before the members and may makeany statement or explanation they desire with respect to the accounts.

15. INDEMNITY

Article 49

Every President, Vice President, Member of the Managing Committee, Secretary General, Secretary and otheOfficer or servant of the Federation shall be indemnified by the Federation against, and it shall be the duty of theManaging Committee to pay, out of the funds of the Federation, all costs, losses and expenses which suchpersons may incur or become liable to be reason of any contract entered into, or act or thing done by them assuch persons acting in good faith in the discharge of their duties including travelling expenses and the amount fo

which such indemnity is provided shall immediately be a charge on the property of the Federation and havepriority as between the members over all other claims.

Article 50

No President, Vice President, Member of the Managing Committee, Secretary General, Secretary or Officer of theFederation shall be liable for the act, receipts, or defaults of any other member of the Managing Committee orofficer or for joining in any receipt or other act or conformity or for any loss or expenses happening to theFederation through the insufficiency or deficiency of title to any property acquired by order of the ManagingCommittee for and on behalf of the Federation or for the insufficiency or deficiency of any security in or uponwhich any of the moneys of the Federation shall be invested or for any loss or damage arising from thebankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall beentrusted or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any

other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or inrelation thereto unless the same happen through his own dishonesty.

16. SEAL

Article 51

i) The Managing Committee shall provide a common Seal for the Federation. The Seal shall be depositedwith the Secretary General and shall never be affixed to any document except by the prior authority of theManaging Committee or the President for the time being and at least one other member of the ManagingCommittee shall sign every such instrument to which the Seal is affixed and all such instruments shall becountersigned by the Secretary General; provided any instrument bearing the Seal of the Federation andissued for a valuable consideration shall nevertheless be binding on the Federation notwithstanding anyirregularity touching the authority of the Managing Committee to issue the same.

ii) Deeds, bonds and other contracts, under the Seal made on behalf of the Federation and signed by thePresident and the Secretary General or the persons acting as the President and Secretary General andone Member of the Managing Committee shall be deemed to have been duly executed.


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17. WINDING UP

Article 52

The provisions of the Companies Ordinance, 1984 as amended from time to time, regarding the winding up of aprivate company shall apply to the winding up or dissolution of the Federation.

18. CONFIRMATION OF ANY ALTERATION TO RULES

Article 53

All rules, regulations or bye-laws affecting general members of any alterations or additions thereto or cancellationthereof, shall be submitted by the Managing Committee to a meeting of the General Body for confirmation. Suchrules shall nevertheless be effective until they are placed before a General Meeting called in accordance with theprovisions of the Companies Ordinance, 1984 for confirmation.

Article 54

The foregoing Articles shall be copied in a book to be kept as a record of the Federation. No alteration or additionor deletion shall be made therein or thereto save and except by a majority of three-fourths of the Members of the

General Body present at the Annual General Meeting or an Extra-ordinary General Meeting convened by a noticeissued at least twenty-one days before the holding of such meeting and in which all the terms of the proposedalteration shall have been clearly set forth.

19. RIGHT OF AMENDMENT

Article 55

Amendments to these Articles of Association shall be subject to the approval of the Government and shall also bemade when required by the Government in public interest.

(------------------------ END ---------------------)


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NAMES OF THE ORIGINAL SIGNATORIES - APRIL 1960


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COMPUTER DEPARTMENT FPCCI

memo article fpcci

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