Articles Of Association

Computer Hardware Association of Pakistan

  1. The Regulations contained in Table “F” of the First Schedule to the Companies Act 2017 (XIX OF 2017) shall not apply to the Association except as laid down herein.

DEFINITIONS

  1. In the Articles unless there is any thing repugnant in the subject or context

(i) “Association” means Computer Hardware Association of Pakistan.

(ii) “Member” means a business concern whether Sole Proprietorship, Partnership Association of Persons or a Company admitted as Associate or Corporate member of the Association.

(iii) “Associate member” means a member of Association which is not a body corporate or a multinational or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover as specified in the trade rules.

(iv) “Corporate member” means a member of Association which is either a body corporate or a multinational corporation with its head office or branch office in Pakistan or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover as specified in the trade rules.

(v) “General Meeting” means a meeting of a General Body whether ordinary special or extraordinary.

(vi) “The Article” means the Articles of Association.

(vii) “The Chairman” the chairman of the Association.

(viii) “The Bye-laws” means the Bye-Laws of the Association for the time being in force.

(ix) “The Committee” means the Executive Committee of the Association elected under these Articles and includes any Regional Committee or Sub-Committee of the Association appointed by the Association.

“Executive Committee” means the Board of Directors, the Managing Committee or any other body, by whatever name called, of a registered trade organization responsible for the management or conduct of the affairs of such trade organization;

(x) “Office Bearers’’ means the Chairman Vice Chairman and the Executive Committee of the Trade Organization.

(xi) The “Secretary-General’’ means the Secretary General of the Association.

(xii) “Northern Zone” means the provinces of Punjab and Khyber Pakhtunkhwa and Islamabad Capital Territory.

(xiii) “Southern Zone” means the provinces of Sindh and Baluchistan.

(xiv) “Trade Act’’ means the Trade Organization Act. 2013 be the time being in force.

(xv) “Trade Rules” means the Trade Organizations Rules, 2013 for the Time being in force.

(xvi) “The Regulator’’ means the Regulator of the Trade Organizations appointed by the Federal Government and includes an officer empowered by the Federal Government to perform the functions of the Regulator under this Act;.

(xvii) “Plan of Activities” means a list of proposed activities, expected financial expenditures and outcomes and intended goals for the trade organization as provided in Rules.

(xviii) “Financial Year” shall mean the financial year beginning on 1st July and ending on 30th June.

(xix) “The Act” means the Companies Act 2017 or any other statutory enactment in place of said Act for the time being in force.

  1. xx) “Register” means the Register of Members of Association kept in pursuance of the Companies Act, 2017.

(xxi) Resolution of Association’ means any resolution passed at any meeting convened to decision while adhering to the provisions of Section 157 to 173 of the Companies Act 2017.

(xxii). “Words indicating the singular number shall include plural numbers and Vice Versa Worts signifying persons shall apply mutatis mutandis to firms, corporations or Joint Stock Companies.

(xxiii). “Words indicating masculine gender shall include feminine gender

(a) All other expressions defined in the Companies Act, 2017 shall have the meaning assigned to them in the Companies Act, 2017.

(b). When any provision of the Ordinance is referred to, the references shall be to such provision as modified by any statutory enactment for the time being in force.

LIMIT OF MEMBERS

  1. For the purpose of registration, the Association hereby declares to consist of unlimited number of members.

PURPOSE

  1. The Association is established for the purposes expressed in the Memorandum of Association.

CLASSIFICATION OF MEMBERS

  1. Membership of the Association shall comprise of two categories of members, namely

(a) Corporate Members of the Association means a member of Association which is either a body corporate or a multinational corporation with its head office or branch office in Pakistan or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover not less than 50 million rupees.

b). Associate Members of the Association means a member of Association which is not a body corporate or a multinational or a sales-tax-registered manufacturing concern or a sales-tax-registered business concern having an annual turnover not less than 50 million rupees.

ELIGIBILITY FOR MEMBERSHIP

  1. A sole proprietorship firm/company or a business concern shall be eligible for membership of the Association, provided that a firm/company deals in the relevant trade of the Association, and fulfill the criteria as provided in Rule 11 (a to e) of the Trade Rules.
  1. Every application for the membership of the association shall be made on a form prescribed by the Association and submitted by the Applicant to the Secretary General together with the first year’s Membership subscription and the admission fee.

(i). Every individual business concern firm or joint stock company desirous of becoming a member of the Association shall “submit to the Secretary-General, membership application form. The application so received shall be placed before the next meeting of or circulated amongst the Executive Committee which may accept or reject the same for the reasons specified in the rejection order.   

(ii). In case of rejection, no further application shall be entertained for a period of one year reckoned from the date of such rejection and the fees paid by the Applicant shall be refunded. The applicant shall, however, have the right to approach the Director General, whose decision in this regard shall be final and binding.

DURATION OF MEMBERSHIP

  1. Membership of the Association shall be for a period of one year and shall expire on the 31st day of March every year, irrespective of the date of grant of Membership.

RENEWAL OF MEMBERSHIP

  1. Membership shall be renewable on annual basis subject to fulfillment of the following conditions:

(a). Payment of prescribed fee within the time stipulated for the purpose but not later than 31st of March; and

(b). Proof of filing returns of Income Tax and Sales Tax if applicable, for the preceding year.

ADMISSION FEE

  1. Every member will be required to pay the admission fee at the rate determined by the Executive Committee from time to time. Any firm being a member of the Association shall have, on changing the Firm’s name or on change of constitution of the firm, to put in a fresh application for membership. However, no admission fee shall be charged, provided the Applicant has taken over the assets and accepted the liabilities of original firm. In any case the Executive Committee shall! be competent to decide such cases on merit.

Admission fee of the Association for each class of membership as under: –

                  Corporate Class: Rs.10,000/-

                  Associate Class: Rs.5,000/-

ANNUAL MEMBERSHIP FEE

  1. In addition to the Admission Fee payable as provided in Article-10, every member shall annually pay Membership Fee by 31st March each year, for the year. The Membership fee may be varied from time to time by the Executive Committee with the approval of Regulator.

Annual membership fee of the Association for each class of membership as under: –

                  Corporate Class: Rs.10,000/- per annum

                  Associate Class: Rs.5,000/- per annum

PRIVILEGES OF MEMBERSHIP

  1. Every member of the Association shall be entitled:
  2. a) To take part in the elections and cast vote to elect office bearers of the Association as per rules and regulations in force.

b). To take advantage of the information and record available with the Association under such limitation as the Executive Committee may prescribe.

c). To obtain a copy of the annual report and statement of accounts of the Association.

d). To obtain a copy of all publications of the Association either free of cost or at such prices as may be fixed by the Executive Committee from time to time.

e). To cause an ordinary or extra-ordinary General Meeting of the Association to be convened in conjunction with other members of the Association in accordance with these articles.

f). To participate in the General Meetings of the Association.

g). To stand or propose or second members for election to the Executive Committee of the Association.

h). To stand for election as a representative of the Association on any non-political public or private body

i). To seek assistance of the Association for securing all reasonable facilities for the development of his trade/industry.

j). To inspect or examine books of accounts and other documents, registers or records of the Association subject to any rules, conditions or limitation that may be laid down in this behalf under the relevant law or by the Committee or by a resolution of the Association in a General Meeting.

k). To be entitled to such other privileges as may be specified by the Executive Committee from time to time.

  1. In order to avoid conflict of interest and positions, a proposed member will furnish an undertaking to the effect that the applicant is neither a member of any other Trade Organization nor intends to do so.

 DUTIES AND OBLIGATIONS OF MEMBERS

  1. Every member shall have the following duties and obligations:

a). To make every effort to carry out the aims and objectives of the Association as set forth in the memorandum of the Association.

b). To carry out and abide by the rules and regulations of the Association as laid down in these Articles or in the bylaws framed there under from time to time.

c). Submit as far as possible all complaints, appeals, etc. in writing to the Secretary-General.

d). To bring to the notice of the Executive Committee any matter likely to cause any loss or harm to the interest of the Association or its Members in whatever manner.

e). To pay the Membership fee of the Association regularly.

(f). To accept and abide by the decision of the Executive Committee provided the decisions are not inconsistent with the provisions of the Memorandum or the Articles of Association or the Trade
Organizations Ordinance, or any rules, regulations, instructions or directions issued thereunder.

g). To convey to the Executive Committee all the information that may be considered necessary for promoting
the aims and objects of the Association.

h). To take part in the deliberations of the meetings of the Association which he is entitled to attend and to abide by the rules framed for the conduct of the business of the meetings from time to time.

i). To assist and cooperate with the Executive Committee in the field of trade, commerce and industry with specific reference to the trade or industry the Association is concerned.

j). The proceedings of the Association will be treated by members as strictly confidential and will not be discussed in the public. Only the Chairman (or his duly authorized nominee) will be entitled to make a public statement on behalf of the Association. If any member has failed to observe the rule requiring proceedings of the Association to be treated as confidential the Association may in writing call upon such member to
resign from the Association.

 REGISTER OF MEMBERS

  1. A register of members in the form specified in Annex-I of Schedule-A of the Trade Organizations Rules, shall be maintained at the Registered Office of the Association in which shall be set forth the names, addresses and other particulars of all the members, for the time being, and in which shall be recorded all changes in membership.

Every member shall have the right to have the name of his/its representative changed from time to time provided that no such change shall be effected during the period from the date on which the final list of members and their representative has been circulated for the purpose of the elections of the Association until after the holding of the elections.

RESIGNATION, REMOVAL AND EXPULSION FROM MEMBERSHIP

  1. Any member may resign from the Association by giving 30 days notice in writing to the Executive Committee and upon expiration of the notice he shall cease to be a member. The member who has resigned or whose name has been removed from the register for non-payment of subscription or for expulsion from the membership for the Association shall remain liable for all dues to the Association up to the date of resignation, removal or expulsion.

a). Any member who has resigned or whose name has been removed from the register or who has been expelled from membership of the Association shall not be entitled to refund of the membership fee paid by him/her to the Association.

b). A member shall be liable to be fined up to an amount equal to that of the Membership Fee or to be expelled from the membership of the Association, or the rights and privileges of the member shall be liable to be withdrawn, for any of the following reasons by a resolution of the Executive Committee passed in a meeting specially convened for the purpose by two-third majority of the members present in person.

(i). Neglect of or refusing to submit to, abide by, or carry out any

decision of the Executive Committee taken within the limits laid down by the Articles of the Association or by the Trade Organizations ordinance, or any, rules, regulations, instructions or directions issued there-under.

(ii). Indulging in unethical practices.

(iii). Intentional violation of the rules, regulations, or bye-laws of the Association, provided that a member shall not be expelled by the Executive Committee unless he has been given an opportunity of explaining his / her position in writing and or in person..

Provided further that the member so expelled shall have the right to appeal, within one month from the date of expulsion to the General Body of the Association.

Provided further that when such an appeal is made by the member, the Executive Committee shall arrange to convene a meeting of the General Body within 30 days from the date of receipt of the appeal, and the decision of the General Body in the matter shall be final.

Provided further that the aggrieved person shall have the right to appeal to the Director General, whose decision shall be final and binding.

CESSATION OF MEMBERSHIP

  1. A member shall cease to be a member of the Association for any of the following reasons:

(i). If he/she resigns from his/her membership as per clause (a) of Article 45 above, or

(ii). If he/she is expelled from membership as per clause (c) of Article 45 above or

(iii). If he/she fails to pay an annual subscription or any other dues by a date determined by the Executive Committee, despite notice for ‘payment in this behalf, provided that the Executive Committee if it deems fit and proper shall have power to extend time for payment.

(iv). If any change is made in the constitution of a firm or corporate name of a company or corporation which substantially alters the composition of that firm, company or corporation or

(v). In the case of an individual, if he/she is un-discharged insolvent, or if he I she is adjudged by a competent court to be of unsound mind, or if he/she is convicted of an offence involving moral turpitude, or

(vi). In the case of a firm, when it is dissolved, or adjudged insolvent or the partners thereof are convicted of an offence involving moral turpitude,

(vii). In the case of a company or corporation, when it is wound up, or

(viii). If he/she closes or transfers his / her business to a place outside Pakistan, or

(ix). If he/she is expelled from membership of the Association under the Trade Organization Act, or any other laws and Ordinance issued from time to time governing the activities of Trade Associations, or

(x). If he/she ceases to hold requisite permission or license for carrying out the business of the Sector relevant to the Association.

RESTORATION OF MEMBERSHIP

  1. A member whose name has been removed from the register due to non-payment of subscription shall be eligible for re-enrolment on payment of an admission fee afresh and all arrears outstanding against him/her.
  2. Any vacancy caused by disqualification under the provisions of these Articles in the Executive Committee or Circle Committee shall be filled for the remaining part of the term by the committee in such manner as it decides.

ELECTIONS

  1. Subject to the section 11 of the act, the Association shall hold the annual elections according to the procedure laid down in the Articles of Association well before the 30th day of September each year.

ANNOUNCEMENT OF ELECTION SCHEULE

  • The Election Schedule of the Association shall be approved by the Executive Committee and issued by the Secretary General in the first half of July.
  • Within two days of its approval by the Executive Committee, the election schedule shall be:
  • Displayed at the notice board of head office and regional offices of the Association.
  • Displayed at the website of the Association; and
  • Submitted to the Regulator of the Association.

ELIGIBILITY TO VOTE

  • A member shall be eligible to vote in the Association’s Elections after completion of two years of Membership. Provided such member fulfills the conditions stipulated for the renewal of membership and the change of class of Membership, if any, has been notified by the Secretary General with the approval of Executive Committee of the Association as the case may be, at least three months before announcement of the election schedule.
  • Every member eligible to vote shall deposit with the Secretary General of the Association the specimen signature card, and his / her Photograph indicating his / her status in the Firm, Company, or Concern. The right to vote shall be allowed only to the proprietor, partner or the director of the member firm or company, or a person not below the rank of General Manager authorized by the Board of Directors of a public limited company or a multinational company, as the case may be.
  • The Proprietor, partner or director of the member-firm, or a person, not below the rank of General Manager, authorized by the Board of Directors of a public limited company, or a multinational company shall be entitled to cast his / her vote at the time of Election only if his or her name has already been registered with the Secretary General of the Association and his name appears on the list of voters.

APPOINTMENT OF ELECTION COMMISSION

  • Simultaneously with the approval of the election schedule, the Executive Committee shall appoint an Election Commission subject to the following conditions, namely:-
  1. The Election Commission comprises three members;
  2. The members so appointed have submitted their consent in writing to their appointment as such;
  3. The members of the election Commission, so appointed, have not held any office of the Association for the preceding two years;
  4. The member of the election Commission shall not be entitled to become a candidate in the Election he is conducting;
  5. The members of the election Commission shall be independent, impartial and non-partisan; and
  6. The election Commission’s members shall not canvass for any of the candidates or panels contesting their conducting elections.

FUNCTIONS OF THE COMMISSION

  • The Commission shall be in charge of all arrangements connected with the conduct of elections including but not limited to:
  1. appointment of polling staff;
  2. ensuring display of the tentative voters’ list by the Secretary General for the purpose of inviting objection as provided in sub-rule (4) of rule 18 of the Rules;
  3. examination of and decision on the objections received on the voters’ list as provided in sub-rule (6) of rule 18 of the Rules;
  1. supervision of polling process and ensuring that the polling has been conducted in an orderly, peaceful, transparent and fair manner in accordance with the provisions of the Memorandum and Articles of Association and instructions of the federal government or the Regulator in this regard; and
  1. Counting of votes and announcement of results.

ELECTION PROCEDURE

  • The election of the Association shall be conducted according to the procedure laid down in these Articles subject to the following: –
  1. The election of the Members of Committee and Office Bearers shall be held by secret ballot;
  2. Neither postal ballot nor proxy shall be allowed;
  3. The polling shall be held simultaneously at the head office, regional offices or where the number of voters exceeds fifty at the branch offices of Association. Provided that where for want of space in the office premises it is not possible to establish the polling booths, the polling shall be held in a public place such as a community hall or hotel;
  4. Within three days of the announcement of the election schedule, Members desiring to change their representative shall intimate changes regarding name of representative to the Secretary General along with necessary proof of eligibility;
  5. The Secretary General shall display within seven days of the announcement of election schedule the provisional list of all Members eligible to vote along with their national tax number, sales tax registration number, if applicable, the name and the national identity card number of their representative. The list shall be displayed at:
  • the notice board of the head office and regional offices of the association; and
  • the website of the association;
  1. The Members who have any objection to the entries in the list of voters shall send their objections in writing to the Secretary General within seven days of the issuance of voters’ list;
  2. The Secretary General will initiate action on the objections or changes sent by Members within five days from the last day under preceding clause;
  3. Any person aggrieved by the decision of the Secretary General may make a representation, within three days of receipt of the decision, to the Commission which shall decide the case within three days;
  4. Within three days of decision by the commission or in case the Commission fails to decide within the stipulated time, any person aggrieved by the decision of the Commission may appeal to the Regulator who shall decide the case within 10 days and his decision in this regard shall be final;
  5. Within two days of the decision of the Regulator the final voters’ list shall be:
  • displayed at the notice board of the Head office and regional offices of the Association;
  • displayed on the website of the Association; and
  1. Submitted to the Regulator. Provided that if no appeal has been filed to the Regulator, the final list of voters shall be displayed within fifteen days of the decision of the Commission;
  2. Within four days of the display of final list of voters, any person who is eligible to contest the election for the vacant post, shall send his nomination duly proposed and seconded by a duly registered voter and signed by the candidate to the Secretary General;
  3. Within twenty four hours of receipt of nomination papers, a copy of the final list of voters shall be provided to each contesting candidate;
  4. The nomination papers shall be scrutinized by the Commission and list of candidates shall be displayed within twenty-four hours of the last date of receipt of nomination papers;
  5. The objections, if any, to the nomination of candidates can be filed to the Commission within twenty-four hours of issuance of the list of candidates, which shall be decided by the Commission within two days;
  6. Within two days of decision of the Commission or in case the Commission fails to decide within the stipulated time provided the Rules, any candidate aggrieved by the decision of the Commission may file an appeal to the Regulator, who shall decide within 7 days and his decision in this regard shall be final;
  7. Within two days of the decision of the Regulator, the Commission shall issue the final list of candidates. Provided that if no appeal has been filed to the Regulator, the final list of candidates shall be issued within eleven days of the decision of the Commission under the Rules;
  8. Within five days of display of final list of candidates, the polling for election of Members of the Committee shall be held;
  9. Within two days of the polling as provided in the Rules, any person elected as Member of the Committee, shall send his nomination for election as an Office Bearer duly proposed and seconded by an elected Committee Member and signed by the candidate to the Commission;
  10. The nomination papers shall be scrutinized by the Commission and list of candidates shall be displayed within 24 hours of the last date of receipt of nomination papers;
  11. Within 2 days of display of final list of candidates, the polling for election of Office Bearers shall be held;
  12. The final result of the election of Members of the Committee and Office Bearers shall be officially announced at the annual General Meeting called for this purpose within fifteen days of the date of polling under the preceding clause but not later than the 30th of September of the year;
  13. The announcement of election results in the annual General Meeting in pursuance of the preceding sub-rule shall be the material date for the purposes of paragraph (iii) of clause (f) of sub-section (3) of section 14 of the Act;
  14. The final election results announced in the annual General Meeting shall be:
  • displayed at the notice board of the Head office and      regional offices of Association within two days;
  • displayed at the website of the Association within two   days; and
  • Submitted to the Regulator within 7 days.

CONDUCT OF ELECTIONS

  1. The election of the Association shall be conducted as follows;
  2. The ballot papers shall have duly numbered counterfoils, and the voter shall sign or affix thumb impression thereon in the presence of polling agents of the candidates and the polling officer before the issuance of ballot papers to the voter.
  3. It shall be the polling officer’s duty to verify the voter’s identity. The only acceptable forms of identification shall be the computerized national identity card, the original identity card issued by the Association, the passport, and the driving license. The polling officer        shall enter the number of identification documents on the counterfoil.
  4. After satisfying himself with the signatures and photograph with the specimen signature card, the polling officer shall hand over the ballot paper to the voter.
  5. The ballot paper shall be signed by the Secretary General or an officer of the Association duly authorized by him on his behalf. The polling officers hall also sign it at the time when it is issued.
  6. Once the ballot paper has been issued to a voter, he shall not be allowed to leave the polling booth without casting in the ballot box.
  7. Adequate arrangements shall be made to maintain the secrecy of the polls.
  8. Proper account shall be maintained by an officer designated by the Election Commission regarding ballot papers, including used, unused, tendered, challenged, or spoiled ballot papers.
  9. The challenged votes shall be kept in a separate envelope duly signed and sealed by the polling officer.
  10. The Election Commission or an officer designated by the election Commission shall decide about the challenged votes after verifying necessary information before the official announcement of the results.
  11. No ballot paper shall be invalid for failure to have cast all votes on all seats contested for in the said election.
  12. Counting of votes shall take place immediately after the polling hours under the supervision of polling officers in the presence of candidates or their polling agents, if any, at the designated sites.
  13. Provisional results may be declared by the Election Commission immediately after the counting of votes is completed.
  14. In the event of an equality of votes between two or more candidates, the result shall be decided on the basis of a draw conducted by the polling officer in the presence of candidates or their polling agents, and a record of the result thereof shall be made.
  15. Having completed the counting of votes and compiling results, the Election Commission shall seal the record and handed over to the Secretary General for the safe custody.
  16. Upon an application made in this behalf within the seven days the date and with approval of the regulator of polling, the record of elections shall be opened for inspection by the applicant in presence of the Election Commission.

i). Displayed at the website of the Association within two days; and;

ii). Submitted to the Director General within 7 days.

ADMINISTRATION

  1. The Administration and management of the affairs of the Association shall the vested in:

(i). Office Bearers including Executive Committee.

(ii) the Zonal Committee, if any.

COMPOSITION OF EXECUTIVE COMMITTEE

  1. The association shall comprise the chairman, Sr. Vice Chairman, vice chairman, an executive Committee and a General Body. Composition as under:-

Chairman………………………………….01

Senior Vice Chairman………………..…01

Vice Chairman………………………….. 01

Members of Executive Committee …..13

Women reserved seat………….……..…02

Total ………………………………………..18

The Association may by a resolution of the General Body, determine the number of vice Chairmen from time to time, The General Body shall serve as the Electoral College for the election of the Members of the Executive Committee who will elect the Chairman, Sr. Vice Chairman and Vice Chairman from amongst themselves. The Executive Committee shall also be the Electoral College for the seats reserved for women entrepreneurs,

  1. The Executive Committee shall comprise of persons elected by the General Body from amongst its Members subject to the following:

(i). The Executive Committee shall comprise of at least ten and maximum thirty Members, as determined by the General Body from time to time.

Provided that there shall be at-least fifty percent of the Members of the Executive Committee from Corporate Members.

(ii). In addition to the number of Members of the Executive Committee mentioned in (1) above, two seats will be reserved for women Entrepreneurs in the Executive Committee.

(iii). In addition to the seats provided in clause (1) and (2) above the immediate past Chairman of the Association shall be an ex-officio member of the executive committee without voting right.

  1. If any seat reserved for any of the stipulate categories remains vacant, it shall not be filled with members from other category.
  1. Where the General Body of the Association comprises of at-least fifty percent of members from the Associate Class, there shall be rotation of the office of Chairman between the Associate and Corporate Members.
  1. Where there is rotation of office of Chairman, the Chairman, Sr. Vice Chairman and Vice-Chairman, shall not be from the same class of members.

Provided that if there are more than one Vice-Chairman, at least one shall be from the class of members other than that of the Chairman.

  1. The Chairman, Sr. Vice Chairman and Vice-Chairman, in addition to the functions and responsibilities assigned to them in the Memorandum and Articles of Association, shall be ex-officio members of the Executive Committee of the Association,
  1. The tenure of all elected office bearers shall be two years.
  2. The tenure of the Members of the Executive Committee shall be two years.
  3. On completion of the term, office bearers and members of the Executive Committee shall not be eligible to contest election or co-option in any representative capacity in the trade organization for the next two years.

SUB-COMMITTEE

  1. The Executive Committee shall be competent to constitute the sub-committees with such powers and duties as may be determined by the Executive Committee from time to time. The Executive Committee shall also nominate the Convener of the Committees so constituted.

CHAIRMAN OF THE MEETINGS

  1. In the case of the Executive Committee, the Chairman or in his/her absence the Sr. Vice Chairman or in the absence of Sr. Vice Chairman or in the absence of Chairman, Sr. Vice Chairman and Vice Chairman, any member of the Executive Committee elected for the time being by a majority of votes shall preside at the meetings of the Executive Committee.

VACANCIES

  1. Any casual vacancy caused in the Vice Chairman or any member of the Committee during the interval between two General Meetings shall be filled in by the Executive Committee in such manner as it may decide.

APPOINTMENT OF AUDITORS

  1. At each Annual General Meetings, the General Body shall appoint an Auditor or Auditors according to the provisions of the Companies Act 2017. The Auditor or the Auditors so appointed shall audit the accounts of the Association, which will be placed before the General Body, in the Annual General Meeting held immediately thereafter. 

POWERS AND DUTIES OF THE CHAIRMAN

  1. The Chairman shall perform such duties and have such powers as vested in the Chief Executive in terms of the companies Ordinance without prejudice to the generality, the chairman shall discharge the following duties, namely:

(i). To preside at the meetings of the Executive Committee and/or meetings of the General Body.

(ii) To control and maintain decorum and discipline at the meetings

(iii) To look after and supervise the working and activities of the Association

(iv) To use his/her casting vote in case of equality of votes except in election of Association

(v) To give precedence to any item of the Agenda and to give rulings to points that may be raised in meetings

(vi). To direct the Secretary-General to call the meeting of the Executive Committee and the General Body, as the case may be.

(vii). To adjourn or disperse unruly and indiscipline meetings.

(viii). To lead the delegations and the deputations.

  1. In the absence of the chairman, the Vice-Chairman shall exercise all the powers of the Chairman and discharge the duties in relation to the Association and the Executive Committee.

MANAGEMENT

  1. Computer Hardware Association of Pakistan shall appoint a Secretary General with the approval of Human Resource Committee and other staff in accordance with rule 24 of Trade rules to carry out the functions specified in the said rules.

POWERS AND DUTIES OF SECRETARY GENERAL

  1. The Secretary-General full-time paid employee shall be in charge of the secretariat of the Association and responsible for day to day operations of the Association and in his capacity as such shall be of the custodian of all record of the Association. Without prejudice to the generality, the Secretary General will perform the following duties:

(a). To issue notices and agenda for the meetings of the Executive Committee as the case may be.

(b). To carry out the decision of the General Body, Executive Committee as the case may be.

(c). To keep the office record properly and carry on correspondence on behalf of the Association.

(d). To record or cause to be recorded the minutes of the meetings of the General Body, Executive Committee as the case may be, and ensure their timely circulation to all concerned.

(e). To prepare annual reports and accounts of the Association.

(f). To sign all documents, bills and letters either singly or jointly with any other office bearer as may be decided by the Executive Committee.

(g). To incur urgent and necessary expenses to the extent as determine by the Executive Committee.

(h). To place and present the Report of any Sub-Committee before the Executive Committee

(i). To keep contact with, and co-ordinate among the Circle offices and the Head office of the Association.

j). To sign cheques jointly with Chairman, Vice-Chairman, or any member of the Executive Committee duly authorized in this behalf.

(k). The Secretary-General will also act as the Returning Officer in the Electors of the Association.

AND GENERALLY exercise such powers and duties as may be incidental to the office of the Secretary General

POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE

  1. Ordinarily the Executive Committee shall have the following powers and duties

(i) To carry out all the rules aims and objects of the Association

(ii) To look after and manage all the property movable and immovable held by the Association

(iii) To acquire, obtain, utilize and enjoy privileges concessions benefits and rights extended to registered/recognized Associations

(iv). To approve and to keep regular record of the activities of the Association

(v). To appoint, suspend or dismiss any paid employee of the Association and to determine the terms and conditions of Employment of the employees.

(vi). To cooperate with other person or persons or associations in the interest of the Association.

(vii). To settle differences of opinion between members and to hear appeals whenever such appeals come to the Executive Committee under these Articles.

(viii). To recommend to the General Body to close enrollment or to change conditions for new enrollment.

(ix). To convene meetings of the General Body and to place proposals relating to the common problems of the Association.

(x). To issue instructions and directions, to members of the Association.

(xi). To interpret these Articles.

(xii). To fill any vacancy occurring among its members provided that a vacancy in the office of the Chairman shall be filled by the General Body in its General Meetings.

(xiii). To incur all expenses necessary for the carrying out of its functions.

AND GENERALLY to decide all questions of policy affecting the Association.

POWERS AND DUTIES OF THE ZONAL COMMITTEE

  1. Ordinarily, the Zonal Committee shall have the following powers and duties:

(i). To carry out all the rules, aims and objects of the Association.

(ii). To carry out directions or instructions of the Executive Committee regarding the affairs of the Association.

(iii). To appoint, suspend or dismiss any paid employee of the Zonal office concerned.

(iv). To frame rules  and bye-laws for the conduct of its own affairs or of the business of any Committee.

AND GENERALLY to do all acts deeds and things incidental is the nature and field of activity under its competence.

  1. The Executive Committee at the Head Office and the Respective Zonal Committee at the Zonal Offices shall keep or cause to be kept proper books of accounts in which shall be entered full, true and complete account of the affairs and transactions of the Association whether at the head Office or the Zon offices, especially the following;

         (a) Minutes Book for meetings of the General Body

         (b) Minutes Book for Meetings of the Executive Committee

         (c) Register of Members

(d). A register of members of the Executive Committee and Zonal Committee showing the names and addresses and all changes made therein from time to time

  1. Every member shall be entitled to inspect the account books and other documents which shall be kept at the Head office and the Zonal offices concerned to such an extent as the Executive committee at the Head Office and Zonal Committee at the Zonal offices concerned may from time to lime determine The Committee or the Chairman or Vice-Chairman shall have power to refuse inspection of any documents which at the time may be confidential and whose disclosure in its or his/her opinion is likely to prejudice the interests of the Association Reasons for such refusal may be given in writing and the aggrieved party may appeal to the Executive Committee whose decision in the matter shall be final.

ANNUAL GENERAL MEETING

  1. An Annual General Meeting shall be held every year at such place and time as the Executive Committee may consider convenient at which a Report of the proceedings of the previous year and the audited yearly accounts shall be sent to the members in advance. The first General Meeting shall be held within sixteen (16) months from the date of incorporation of the Association.
  2. The accounting year of the Association will be closed on the 30th June every year and its financial statements duly audited by a qualified auditor along with a list of members as on the 30 June shall be furnished by the Association to the Regulatory Authorities, on or before the 31 day of December every year.

EXTRA ORDINARY GENERAL MEETING

  1. The Executive Committee whenever it may deem fit may convene a Extra Ordinary Meeting either for the purpose of transacting any Special business or for placing before the members review of the activities in the preceding months
  2. A. Extra Ordinary Meeting shall be convened by the Executive Committee upon the requisition of not less than one-third of the members of the Association The requisition so made shall state the object of the extra Ordinary Meeting proposed to be called and shall be presented to the Secretary General of the Association
  3. Upon receipt of the requisition under the preceding Article, the Executive Committee Whal forthwith proceed to convene a Extra Ordinary Meeting.
  4. Not with standing provisions of the preceding articles and subject to the provisions of the Ordinance as to the power to after regulations by Special Resolution at least twenty-one days notice, specifying the place, the day and the hour of the meeting and of the nature of the special business shall be given for any Special Meeting convened to revise, alter or amend the regulations of the Association
  5. The non-receipt of a notice convening any General Meeting try any member shall not invalidate the proceedings of any such meeting

QUORUM

  1. In the case of the Executive Committee 5 or 1/3 members and in the case of the Zonal Committee 3, or 1/3 members shall form quorum, which is higher in number and Twenty-Five or One-fourth of members, whichever is lessor, entitled to vote present personally or through video-link at the General Body meetings shall constitute a quorum.
  2. If within half an hour appointed for a General Meeting a quorum of members is not present, e meeting if not convened on the requisition General Meeting a quorum plumed to the same day in the following week at the same time and place provided that if it falls on a public holiday the meeting shall be place at the same time and place a week after and if at such adjourned meeting, the quorum of members is not present, the business on the agenda will be transacted by the members present whatever be the number. The meeting convened on the requisition of members shall stand dissolved for want of quorum.
  3. Every question referred to a General Meeting shall be decided by the majority of members present and voting at such meeting.

AMENDMENTS IN THE ARTICLES AND MEMORANDUM

  1. Amendments in these Articles or Memorandum can be effected only by a Resolution passed by the Extra-Ordinary General Meeting of the Association convened specially for this purpose, in accordance with these Articles. A proposal for amendments in the Articles shall be passed by 3/4 majority of the Members present and voting at such a meeting, provided that all amendments shall be subject to the approval of the Regulator.

PLAN OF ACTIVITIES AND PERFORMANCE REVIEW

  1. Computer Hardware Association of Pakistan shall prepare three years plan of activities and have its annual performance reviewed and audited as provided in rule 23 of Trade Organizations Rules.

FUNDS

  1. The funds of the Association shall be deposited in a scheduled Bank.

SEAL

  1. The Executive Committee shall as soon as practicable provide for acne of the seal shall be deposited with the Secretary-General at the Head Office and shall never be affixed to any document except in pursuance of a resolution of the Executive Committee Deeds, bonds and documents to be made under the Seal shall be deemed to have been duty executed on behalf of the Association, if sealed with the common seal of the Association, and signed by the Chaman Chairman or Vice-Chairman and countersigned by be Secretary General of by the person as Secretary General

GENERAL

  1. The members who have subscribed to the Memorandum and Articles of Association shall constitute the Adhoc Committee of the Association and shall exercise at the powers of the Executive Committee until such time as office bearers of the committee are elected in terms of the Articles after the registration of the Association.

INCONSISTENCY

  1. Notwithstanding anything contained in these Articles, the provisions of the Trade Organizations Ordinance and Rules will prevail to resolve any inconsistency

WINDING UP

  1. The provisions of the Companies Act 2017 as amended from time to time, regarding the winding up of a private company shall apply to the winding up or dissolution of the Association

INDEMNITY

  1. The Chairman, Sr. Vice Chairman, Vice Chairman, Secretary General, members of the Executive Committee and all officers of the Association from time to time acting in relation to any of the affairs of the Association shall be indemnified out of the funds and assets of the Association against all abilities which they or any of them may incur by reason of any act done or action taken in their aforesaid capacity in the execution of their duty including defending all legal proceedings before any Court of Law.

WEBSITE

  1. Computer Hardware Association of Pakistan shall maintain a website which shall include all relevant information, such as-

(a)   up to date list of office-bearers with contact details, executive committee’s members, management and members of the general body;

(b)   memorandum and articles of association as well as bye-laws, if any;

(c)    plan of activities and statement of vision;

(d)   schedule of executive committee’s meetings and minutes of such  meetings; and

(e)    schedule of elections, voters’ list and election’s results during election period.

REPORTING REQUIREMENTS

  1. Computer Hardware Association of Pakistan shall fulfill all requirements provided in rule 22 of Trade Organizations Rules. The Secretary General shall annually submit following documents by the 31st December of each calander yer to the Regulator;

(a) annual financial statements as prepared by auditors and approved by the EC;

(b) plan of activities for the next year as provided in rule 23 of the Rules; and

(c) a soft and hard copy of the list of members of the association as on the 30th November, in the format as set out in Annex-I of Schedule ‘B’ of the Rules.