DHAKURIA ARTS DU SPECTACLE ENTERTAINMENT SOCIETY
16, KALUPARA LANE, PUBALI APARTMENT, DHAKURIA KOLKATA-700031
Email: adsentertainment14@gmail.com
Tel: 08335877669
OPERATION MANUAL OF THE SOCIETY
These Operation Manual are the Operation Manual of "D.ADS ENTERTAINMENT SOCIETY (hereinafter referred to as “D.ADS.”).
DATE OF FORMATION OF THE D.ADS: This Society was formed on the 11TH June 2014.
JURISDICTION: This society falls under the jurisdiction of the Registrar at West Bangal
INTERPRETATION:
In these Operation Manual, the words standing in the first column of the table next hereinafter contained shall bear the meaning next opposite to them respectively in the second column thereof if not inconsistent with the subject of the context.
WORDS MEANING
Amendment Amendment includes addition, modification and deletion.
Corporate Nominee Corporate Nominee shall refer to a representative of a Corporate Member authorized to represent the Corporate Member at all meetings and activities of the Society for and on behalf of the Corporate Member;
Corpus Fund Corpus Fund shall refer to all monies raised by the Society through whatsoever means possible for the benefit of the Society, subject to all applicable laws. .
Body The Governing Body of the Society for the time being referred to in these Operation Manual as the Body.
Executive Director Shall refer to the office of the Executive Director of the Society appointed by the Body in its meeting.
Founding Members The Founding Members are the persons who have signed the first copy of the Memorandum and Regulations of the Society which has been submitted to the Registrar of Societies.
Members The Members, for the time being, of the Society except where specifically mentioned, whose names shall have been duly entered in the Register of Members and who have not ceased to be Members by virtue of any of the provisions of these Operation Manual, Memorandum and Regulations..
Month Calendar Month.
Office The Registered Office of the Society 16, K.P Lane, Pubali Apartment, Dhakuria, Kolkata-700031.
Operations Manual Operations Manual shall refer to an internal document drafted and approved by the Governing Body and such other authorized body of persons, for the purpose of regulating the administration of the Society, including but not limited to regulating membership, criteria of membership, procedure of membership and fee for admission of Members.
President The President of the Society.
Register The Register of Members maintained in terms of these regulations.
Secretariat The Secretariat of the Society appointed by the Body
Secretary Secretary of the Society as appointed from time to time by the Governing Body. and will perform such other roles as may be assigned to it by the Body from time to time in addition to those prescribed in the Memorandum and Regulations..
Society The Word "Society" wherever it occurs in the Memorandum, Regulations and the Operation Manual of Society shall mean "The D.ADS Entertainment".
Treasurer Treasurer is the Honorary Treasurer of the Society who shall be appointed by the Governing Body.
Year The Financial Year commencing first of April and ending on the Thirty First March except the first year which will commence on the date of incorporation and end on Thirty First March, next following.
Words importing the singular number only shall include the plural number. Words importing persons shall include individuals, firms and corporations.
BUSINESS HOURS:
The Society shall be functional on all days from 1200 hours to 1800 hours .
POWERS OF THE SOCIETY
In addition to those prescribed in the memorandum and regulations the Society shall have the following powers::-
To adopt the same principles as that of D.Ads Entertainment in so far as they are not inconsistent with the Memorandum and regulations of the Society and conform to the provisions mentioned in the name registration certificate.
To affiliate, admit to membership, takeover, to give aid and to receive aid from any other society, Company, Corporation, Firm, Individual, Partnership or persons promoting or intending to promote any of the objects of the Society and to subscribe to or to aid any such Society, Company, Corporation, Firm, Partnership,LLP and one person company or a person with a view to obtaining any advantage or benefit for the purpose of Society and to subscribe to any fund or any society as may be considered deserving from time to time.
Whenever it shall appear to Governing Body, that it is advisable to alter, extend or abridge such purpose to or for other purposes within the meaning of the West Bengal Societies Registration Act, 1960 or to amalgamate the Society in a written or printed report, and shall convene a general meeting for the consideration thereof according to the Memorandum, Regulations and Operational Manual of the Society; Provided that no such proposition shall be carried into effect unless such report shall have been delivered or sent by post to all Members of the Society seven days prior to the general meeting convened by the Governing Body for the consideration thereof, nor unless such proposition shall have been agreed to by the votes of the three fourths of Members present at a second general meeting convened by the Governing Body at any interval of one Month after the former general meeting.
The activities of the Society shall be purely Charitable
Membership into the Society shall be available to all persons without discrimination on the ground of religion, caste, creed or sex.
COMPOSITION AND FREQUENCY OF THE MEETING
The general management and the control of the Society shall be vested in the Governing Body.
Only Ordinaryr Members can be elected to Governing Body.
The Governing Body shall consist of not more than Fifteen (15) Members of which, Ordinaryr Members shall elect a maximum of 15 Members among themselves.
Voting Rights: All Members of the Governing Body shall have the power to attend and vote in the meetings of the Governing Body. All invitees to the meeting of the Governing Body shall not have the power to vote at such meeting.
OPERATION MANUAL REGARDING AUTHORITY, FUNCTIONING, TENURE, PROCEDURE OF ELECTION OF GOVERNING BODY
The Governing Body may exercise all the powers of the Society not specifically required to be exercised by the Members in General Meeting.
The Governing Body may delegate all or any of their powers to any committee, sub-committee, person, branch or body of the Society.
The Governing Body shall be the sole authority for the interpretation of these Operation Manual and of any Operation Manual and Regulations that may be made from time to time under the Operation Manual and the decision of the Governing Body upon any question of interpretation or upon any matter affecting the Society and not provided for by these Operation Manual or by the said Operation Manual and Regulations shall be final and binding on the Members.
Governing Body may, at its discretion, nominate additional Members under the overall limit provided herein Clause
The Governing Body may, at its discretion, nominate such Members or their representatives, if they feel that the Body is not adequately represented by the various categories of Members.
The tenure of the Governing Body and its office bearers would be for one year.
The first Governing Body will be the Body comprising of the subscribers to the Memorandum & the Secretary, if appointed.
Casual vacancies caused by resignation, retirement, death, insolvency or by any other cause can be filled in by the Governing Body for the balance term for which such Member would have been in office of the Governing Body.
Any appointment/addition of the Members to the Governing Body during the year can be made by the Governing Body, up to the date of the next Annual General Meeting. Any other appointment would be by the ordinary Members in the Annual General Meeting.
The meetings of the Body shall be convened by the Secretary or the Asst Secretary, as the case may be, but a special meeting shall be convened only upon requests in writing by at least three Members of the Body. In the event of absence of the Secretary or, the Asst-Secretary as the case may be, the Executive Director shall be entitled to convene a meeting of the Body on behalf of the Secretary.
Towards the end of the terms of the Governing Body, Governing Body shall appoint an Election Officer for the purpose of conducting free and fair elections for Governing Body. The Election officer normally could be any past president of the Society or any person, which the Governing Body appoints. The Election Officer will plan in advance the Schedule for the elections and the Secretary of the Society shall issue a notice to Members detailing the Schedule of elections and calling upon them to state whether they wish to stand for election.
After receipt of nomination, if the Election Officer observes that number of nominations are in excess of 11, then the Election Officer with the assistance of the Secretary or any other person nominated by the Governing Body, shall convene a meeting of the Ordinary Members for conducting the elections and issue a notice for the same to the Members eligible to vote. The notice for such a meeting will be circulated to all Members eligible to vote at least 21 days prior to this meeting with the election schedule. Elections will be conducted during the meeting called for this purpose and results announced during the same meeting. Those Members who receive largest number of votes will be elected as Members of the Governing Body. For the last positions, if there is equality in number of votes between 2 or more candidates, the matter will be decided by the drawing lots by the Election Officer. This newly elected Governing Body will meet prior to the Annual General meeting and elect amongst themselves the President, Vice President, Secretary and Treasurer.
FILLING OF VACANCIES OF GOVERNING BODY
If the number of nominations received is less than the stipulated number of elected Governing Body Members, such vacancies can be filled by nominations.
The outgoing Governing Body Members shall be eligible for re-election subject to these Operation Manual.
The office of a Member of the Governing Body shall ipso facto be vacated if:
He tenders his resignation by notice in writing to the Society.
He ceases to be a Member of the Society, under circumstances enumerated elsewhere in these Operation Manual.
He absents himself without leave of the Governing Body from three consecutive meetings thereof, unless such absence is condoned by the Governing Body.
The Society by resolution in General Meeting resolves on his removal.
POWERS, DUTIES AND FUNCTIONS OF THE GOVERNING BODY
The Governing Body of the Society shall have general control and management of the affairs, property and funds of the Society and shall from time to time determine the policy of the Society in accordance with the aims and objectives of the Society subject to the provisions of the Memorandum of the Society.
The Governing Body shall have power to employ clerical assistance as may be considered necessary from time to time and to fix the remuneration of such employees.
The Governing Body shall finalize the constitution of the Secretariat and the appointment of the Executive Director and shall carry out all necessary acts in regard thereto including but not limited to the execution of employment agreements, consultant agreements.
The Governing Body shall have the power to raise the Corpus Fund for and on behalf of the Society as and when it may deem fit and shall have the power to administer the Corpus Fund raised by it.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Society shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Governing Body may from time to time determine.
The Governing Body shall cause minutes to be made of the appointments of the officers and staff and of all the proceedings of meetings of the Society and Body. The Chairman of the next succeeding meeting shall sign such minutes..
Any modification of the Code of Conduct will be by voting and carried out by two-thirds majority of the Members present at a General Meeting, and shall be binding on the Members of the Society.
The Governing Body may from time to time appoint a Committee or sub-committee of Members of the Society to investigate and report on specific problems or matters affecting the interests and objectives of the Society.
The Governing Body shall be entitled to create different classes of membership from time to time. .
The Governing Body may revise the admission / annual fees, if in the opinion of the Body such a change is justified.
The Governing Body from time to time can decide reduction or waiver of fees to certain or all categories of membership. This waiver or reduction of fees shall be for a specified period of time.
The President of the Society shall be the Chairman of the Governing Body and meetings of the Governing Body. In the event of his absence, the Vice President shall be the chairman of the meetings of the Governing Body.
The Governing Body shall approve the financial budget prepared by the Treasurer.
The Governing Body shall have the power to determine the voting rights of different classes of Members.
The Governing Body shall appoint the Society's Secretary. The Society's Secretary shall be the administrative head of the Society.
The Governing Body shall appoint the Society's Treasurer. The Society's Treasurer shall be the Finance head of the Society.
The Body, or any officer authorized by the Body, may bring or defend or cause to be brought or defended any action or other legal proceeding touching or concerning any property, right or claim of the registered society and may sue or be sued in respect of any such property, right or claim.
ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING, PROGRAM MEETINGS (PM) & GOVERNING BODY MEETING
ANNUAL GENERAL MEETING
The Annual General Meeting of the Society shall be held at least once in every year before the prescribed. In the event of any Annual Meeting for that year not being called, it shall be deemed to be convened on the first working day of September at the registered Office of the Society at 6.00 PM. and the Secretary shall issue a notice accordingly.
The meetings referred to in the last preceding Operation Manual shall be called Annual General Meeting; all other meetings of the Society shall be called Extraordinary General Meetings.
All Members shall be eligible for attending the Annual General Meeting.
EXTRAORDINARY GENERAL MEETINGS
The Governing Body may whenever they think fit, and they shall on the requisition of the holders of not less than one tenth of the voting rights of the Society, forthwith propose to convene an Extraordinary General Meeting of the Society provided that the requisition shall be in writing, stating the matters for consideration at the meeting to be called and signed by the Members requisitioning the meeting and shall be deposited at the Society's Office.
PROGRAM MEETINGS
Meetings organized for the benefit of members like speaker meetings, mentor sessions, workshops, seminars, conferences, visit to organizations, institutes etc shall be classified as Program Meetings.
GOVERNING BODY MEETING:
Meetings of the Governing Body shall be held not less than once in three Months.
Every Member of the Governing Body shall attend at least three meetings of the Governing Body every Financial Year, the Financial Year being calculated from the period of 1st April to 31st March. Members of the Governing Body shall also be entitled to attend, participate and vote in the meetings of the Governing Body through video or audio conference.
The notice of the meeting shall be served 7 days in advance. Notice must reflect the date, time, place and agenda of the meeting called for.
Quorum required for Governing Body meeting is 4 Members of Governing Body. If quorum is not established the meeting will be adjourned for 30 minutes. No quorum is required for adjourned meeting. Adjourned meeting will be held on the same day at the same place after 30 minutes. Notice must reflect such information.
QUORUM FOR MEETINGS:
No business shall be transacted at any meeting, unless the quorum requisite shall be present at the commencement of business.
For every Annual General Meeting and Extraordinary Meeting the quorum shall be, 1/5th of all Members entitled to vote thereat, present in person.
If within half-an-hour from the time appointed for Annual General Meeting, a quorum be not present, the meeting, shall stand adjourned for half an hour. If quorum is not present even after half an hour then the meeting will be once again adjourned for another half an hour. After one hour those Members who are present in person and not being less than 5 Members eligible to vote shall be the quorum and may transact the business for which the meeting was called.
If quorum is not established for Extraordinary General Meetings at the time appointed it shall be dissolved forthwith.
There shall be a quorum of 2 members for the Program Meetings.
NOTICES FOR MEETINGS:
Not less than 21 days' notice of a Annual General Meeting or Extraordinary General Meeting shall be given to the Members specifying the place, day and hour of the meeting with a statement of the business to be transacted at the meeting. In case any Amendment of Operation Manual or object of the Society as contained in the Memorandum is intended to be proposed, the notice shall contain a copy of every such Amendment.
The non-receipt of notice by any of the Members shall not invalidate the proceedings at any such meetings.
Any notice required by these Operation Manual to be given to a Member shall be deemed to be sufficiently served if sent via electronic mail to the e-mail address provided by the Member at the time of his admission into the Society, A copy of the notice shall also be posted in the registered Office of the Society.
DISPUTES:
In case of any disputes arising between the Society and its Members, the parties to the dispute shall be bound to submit all disputes and differences howsoever arising out of or in connection with the affairs of the Society or otherwise, in accordance with the Arbitration and Conciliation Act, 1996, provided that:
There shall be one arbitrator whose appointment shall be agreed between the parties within seven (7) days of the service of an arbitration notice;
In the absence of an agreement, such arbitrator shall be appointed by the High Court situated at Chennai;
Within fourteen (14) days of the appointment of an arbitrator, the claimant will serve its point of claim upon the respondent.
Within fourteen (14) days thereafter, the respondent shall serve its defence (if any);
Within seven (7) days thereafter, there shall be a preliminary hearing held by the arbitrator to settle any further directions for hearing and the arbitrator shall at that time appoint a hearing date;
Arbitration shall be held in Chennai, India, in English and the governing law and procedures shall be those of India; and
The award of the arbitrator shall be final and binding upon the parties.
The arbitrator shall be a person of professional repute.
COVERAGE OF OPERATION MANUAL:
These Operation Manual shall bind the Society and the Members thereof, to the same extent as if they had respectively been signed and sealed by each Member and contained covenants on the part of each Member to observe all provisions thereof.
APPLICABILITY OF THE WEST BENGAL SOCIETIES REGISTRATION ACT, 1960: Save for the matters provided for in the foregoing paragraphs, the provisions of the West Bengal Societies Registration Act 1960 shall be applicable to the Society.
