Memorandum for Businessmen’s Club
(1) The name of the club shall be ……… Businessmen’s Club.
(2) The objects of the club are:
(a) to provide for a common place for meeting of the members of the club for the purposes of recreation, discussion of common problems, encouragement of thrift, advancement of social welfare ideas, mutual assistance, protection of interests of the members, etc.;
(b) to provide for instruction and diffusion of knowledge amongst the families of members, their dependants and employees;
(c) to provide for medical assistance and other relief measures for the members, their dependants and employees;
(d) to develop civic consciousness, to raise standard of living and to take steps for development and enactment of appropriate legislation for the interests of the members and the business community;
(e) and for other objects and purposes which may be conducive to and beneficial for the members and the business community.
(3) No person other than a businessman shall be eligible to be a member of the club.
(4) The subscribers to this Memorandum of Association shall be the original members of the club. The total number of members of the club shall not exceed 200 unless in a special general meeting the number is altered by a three-fourth majority of the members present.
(5) There shall be a committee of management consisting of seven members (besides Chairman, Secretary and Treasurer) elected at the annual general meeting of the club to be held in the month of April each year or as early as possible thereafter. Three members of the committee shall retire every year voluntarily or by lot. There shall be elected also a chairman, a secretary and a treasurer respectively at the annual general meeting after the election of the members of the managing committee who shall hold office till the termination of the next annual general meeting at which the office-bearers inclusive of the members of the managing committee have been elected for the next ensuing year. The property of the club shall vest in the managing committee and in the event of any member of such committee dying or having been expelled or having become incapable of acting the said properties of the club shall continue to vest in the remaining members of the managing committee which may include also any member annually added thereto.
(6) No new member shall be elected unless he has deposited a proposal fee of Rs. ……… and subscription for the first three months. This deposit shall be known as proposal fee which shall belong absolutely to the club irrespective of the fact whether the proposed candidate has been elected or not. In the event of the proposed candidate not being elected the subscription aforementioned shall be returned to him and he will not be eligible for being elected till the expiry of six months from the date of such rejection of his proposal for election. No new deposit, however, will be required to be made by him if he seeks election at a subsequent time. A member shall be deemed to be duly elected if three-fourths of the members present vote in his favour for election. A person who has ceased to be a member and desires to be re-admitted to the club as a member may be so admitted by deposit of any proposal fee provided he had not been expelled from the club and provided there is no objection to his readmission by one-fourth of the total number of members of the club who signify their dissent to his re-admission in writing. Candidates for admission must be proposed by one member and seconded by another, and the name of the candidate in full with his address shall be inserted in the candidate’s book, and placed in some conspicuous part of the club for 14 days. The election of the member shall be by ballot.
(7) There shall be payable by each member a monthly subscription of Rs. ……… which is subject to alteration in an annual general meeting at which at least three-fourths majority must be more than one-half of the total number of members of the club.
(8) A member may resign in writing at any time and his resignation shall take effect immediately but without prejudice to any liability or obligation incurred by him theretofore while he was a member. He shall cease to have any interest in the property of the club or exercise any rights in respect thereto at such resignation submitted by him in writing to the secretary.
(9) If the conduct of any member either in or out of the club houses shall in the opinion of the committee or of any 21 members of the club who shall certify the same in writing, be injurious to the character, reputation and interests of the club or who is alleged to be guilty of any dishonourable or disreputable conduct in his dealings with a member of the club, the committee after such enquiry as may be necessary and after giving opportunity to the member concerned to explain his conduct in writing, shall be empowered to request such member to resign, and if such member shall not resign within one month, the committee shall order his name to be erased from the list of members, and he shall cease to be a member; provided that no such request be sent to any member unless the resolution to send the same be agreed to by two-thirds of the committee actually present at a meeting convened for the purpose: provided also that in such meeting of the committee it is unanimously resolved that immediate expulsion of the member whose conduct in question be advisable the committee shall be empowered forthwith to expel such member, should it, however, be the opinion of any 21 members that the case of the members so expelled might be reconsidered without damage to the club, the committee shall call an extraordinary general meeting, to which the matters shall be submitted, such meeting to consist of at least two-thirds of the total number of members of the club, and if a majority of not less than three-fourths of such meeting shall agree to the reinstatement of that member he shall be reinstated. Any member expelled from the club shall be deemed to have forfeited his proposal fee and subscription, and shall subject to the above provisions, be for ever after ineligible for re-election. The rules of natural justice demand that a man is not to be removed from office or membership or otherwise dealt with to his disadvantage without having a fair and sufficient notice of what is alleged against him and an opportunity of making his defence; and that the decision whatever it is must be arrived at in good faith with a view to the common interest of the society or institution concerned. If these conditions are satisfied a Court of Justice will not interfere with the decision.
The expression ‘dishonourable’ or ‘disreputable’ conduct shall include:
(a) wilful and intentional non-fulfilment of contract, or fraudulent and flagrant breach of contract;
(b) frivolous repudiation of contract;
(c) refusal to refer any question in dispute to arbitration or to abide by an arbitration or appeal award, unless arbitration is specifically excluded by the contract.
(10) The club shall be opened to the members between 6 p.m. and mid-night every day unless otherwise determined in a special general meeting. A member of the committee (including the chairman, secretary and the treasurer), however, shall be entitled to visit the club premises at any hour of the day and inspect any place, book or article at all reasonable hours.
(11) There shall be an annual general meeting of the members to be held in April or as early as possible thereafter in each year at which the member of the committee and the officers of the club shall be elected, the accounts shall be passed and other agenda as proposed by the committee or by any seven members after a previous notification thereof for at least fourteen days shall be taken into consideration and adopted as required. The account shall be audited annually and the annual balance-sheet shall be submitted to the members at least fourteen days before the said annual general meeting.
(12) The management of the affairs of the club shall be in the discretion of the committee inclusive of the said office-bearers whereof the chairman of the club shall preside if present and in his absence a member of the committee as proposed, seconded and assented to by the majority of the members present shall preside. The committee shall be entitled to hold extraordinary of special general meetings from time to time as the committee may think fit. The extraordinary general meeting may be required to be held by 21 members of the club and special general meeting may be called by the chairman as and when necessary. The members of the committee may also call an extraordinary general meeting by directing the secretary to issue the notices therefor. No extraordinary general meeting shall be called without seven days’ previous notice therefor. A special general meeting may be called by the chairman after a two days’ notice therefor. The notices shall be sent per peon or under a certificate of posting, by post to the members at the address given to the secretary therefor.
(13) A member shall be entitled to invite not more than two guests at the premises of the club but such guests shall not be entitled to be present at any general special or extraordinary meeting of the members or of the meeting of the committee. No expelled member shall be invited as a guest into the club nor shall such a guest be allowed to remain in the club if more than 21 members desire his eviction from the premises of the club.
(14) The members shall not be liable personally for goods supplied to or obligation incurred by any officer of the club on behalf of the club but the property of the club shall be liable to meet such debt or obligation in the hands of the managing committee. The managing committee shall be entitled to sue and be sued in the name of the club provided the rules relating thereto embodied in the Code of Civil Procedure regarding such matters are complied with.
(15) The aforementioned rules shall be liable to alteration by a majority of three-fourths of the members present in a meeting specially convened therefor whether in the extraordinary or special general meeting or whether embodied in the agenda for the annual general meeting provided, however, that a majority of the total number of members of the club adopt the said alteration. The managing committee is empowered to frame bye-laws for the conduct of the proceedings and affairs of the club or as may be conducive to the fulfilment of objects of the club and are in conformity and not in conflict with the rules aforementioned.
(16) On the dissolution of the club the properties of the club shall be transferred to such other club or association or party as may be determined by the members at the meeting where the resolution of dissolution is passed, provided that such a resolution shall not take effect unless confirmed by another meeting of the members held after 21 days of the prior resolution for dissolution and disposal of the properties of the club.