1 a) The regulation contained in Form B of the Third Schedule to the Companies Act, 1994 shall apply to the Company. b) The Rules and Regulations for the management of the Company and for observance by members thereof shall, subject to any amendments that may be made hereafter, be those contained in these Articles.

2 In this Articles, unless there be something in the subject or context inconsistent therewith:- a) Club means KU GRADUATES CLUB LIMITED.b) KU means Khulna University, Khulna, Bangladesh.c) KU Graduates means the alumni members from Khulna University, Khulna, Bangladesh.d) Executive Committee' means the Executive Committee of the Club constituted under Articles 29, 30 and 31. e) Committee and Sub-committee mean Committee and Sub-committee duly appointed by the Executive Committee of the Company or the General Body as may be the case.f) Office means the Registered Office of the Company. g) Office bearer means the President, Vice President, General Secretary, Treasurer, and Executive Members of the Executive Committee duly elected by the general body. h) Member means any Khulna University graduate/ alumni or any person admitted as a member.
3 i)General Body means the Primary Members of the Club entitled to attend and vote at the General Meeting. j) Meeting¿ means the Annual General Meeting (AGM), the Extra Ordinary General Meeting (EOGM), the Emergency General Meeting (EGM) and the meetings of the Executive Committee or Committee or Sub-committee. k) Rule means the Rules and Regulations for the management of the Company and observance by members thereof, subject to any amendment(s) that may be made hereafter, be those contained in these Articles, the Club By-laws and any other instruction or instructions of the Executive Committee issued in conformity with the Articles of Association. l) By-laws means the Club By-laws.
4 m) Code means the Codes of Conduct for Members as provided in the By-laws. n) Register means the Register of the Members or Register of the Common Seal or any other Register(s) kept and maintained by the Company. o) Auditors means the Official Auditors of the Company. p) Seal means the Official Common Seal of the Company. q) Month means the Gregorian calendar month. r) Year means the Gregorian calendar year. s) Financial Year means the financial year of the Company from 01 July to 30 June of the following year for audit purposes. t) Employee means the salaried staff of the Club. u) Election means the election of the office bearers of the Club. v) Words importing singular number shall include the plural and vice versa, and words importing masculine gender shall include feminine gender and vice versa. w) The Company means KU GRADUATES CLUB LIMITED. also referred as Club and/ or KUGCL.
5 The business of the Club shall include several objects expressed in the Memorandum or any of them.
6 For the purpose of Registration, Club is hereby declared to consist of maximum 5,000 (Five thousand) primary members.

7 The Members of the Club shall be the subscribers to its Memorandum and Articles of Association, and the persons who may hereafter be accepted in accordance with the provisions of these Articles as Members of the Club
8 There shall be two classes of members of the club viz 1) Primary Member, 2) Affiliated Member. Both the classes of membership is divided into several categories. a) FOUNDER MEMBERS: Namely those members who have been admitted as members of the Club within a period of 6 (Six) months from the registration (incorporation) of the Company with the Joint Stock Company and have paid the membership fees as prescribed for Donor or Life or General Members in Article 13 provided that the membership of such Members is not discontinued under Article 16. All Founder Members who have paid the membership fee as prescribed for General Members shall be required to the pay annual subscription as prescribed for General Members in Article 14.
9 b) DONOR MEMBERS: Namely those members who have paid the membership fee as prescribed for Donor Members in Article 13(a) provided that the membership of such Members is not discontinued under Article 16. c) SENIOR MEMBERS: Namely those General Members including Founder Members attaining the age of 70 years and who has been a member of the Club for a period of not less than 15 (fifteen) years. Provided that the membership of such Members is not discontinued under Article 16. d) LIFE MEMBERS: Namely those members who have paid the membership fee as prescribed for Life Members in Article 13(b) provided that the membership of such Members is not discontinued under Article 16.
10 e) GENERAL MEMBERS: Namely those members who have paid the membership fee as prescribed for General Members in Article 13(c) and will pay the annual subscriptions as prescribed in Article 14 provided that the membership of such Members is not discontinued under Article 16. A General Member may be admitted as Donor or Life Member on payment of the difference of the membership fees between the General Members and Donor or Life Members and a Life Member may be admitted as a Donor Member on payment of the difference of the membership fees between the Life Member and Donor Member. The difference will be calculated on current rate only, after clearance of applicable dues, If any.
11 Affiliate Members of the Club will include persons, who are in sympathy with the objectives of the Club and admitted as Members in the following categories without the voting rights: a) USER MEMBERS: Namely those members who are Khulna University Alumni other than who completed an Undergraduate degree and has paid the membership fee as prescribed for General Members in Article 13(c) and will pay the annual subscriptions as prescribed in Article 14 provided that the membership of such Members is not discontinued under Article 16. The User Member(s) will not have any voting rights for any election conducted by the Club.
12 b) HONORARY MEMBERS: Namely those persons of social standing who have made significant contribution towards the objectives of the Club and have been admitted as members of the Club. Honorary Members shall be admitted on invitation for such duration as decided by the Executive Committee through the approval of an AGM or EGM participated by the general members, provided that the membership of such Member is not discontinued under Article16. Honorary Member shall not be required to pay any membership fee or annual subscription. In the event of death of a Founder or Donor Member his/her spouse may be admitted as Honorary Member of the Club.
13 c) CORPORATE MEMBERS: Namely those Organization of good repute, introduced by a Primary Member, may be permitted to become Corporate Member. The Corporate Member will pay the fees as prescribed in Art 13(e). A Corporate Member may nominate 3 (three) or 5 (five) personnel from top tiers of the said organization subject to the approval of the Executive Committee, for USE CLUB permission provided that such permission shall be reviewed every year. Corporate Membership admission shall be for life, unless discontinued under Article 16, and is subject to the conditions as provided in the By-laws. The Corporate Members would pay yearly subscription fee equivalent to the amount of General Members for each user. Total Number of Corporate Member (user) will not be more than 5% of Primary Members.
14 d) ASSOCIATE MEMBERS: Namely those members of the teaching staff including the members of the administrative bodies, teachers and medical officers of Khulna University who have been admitted as members of the Club on payment of membership fee as prescribed for the General Members under Article13 and pay the annual subscription as prescribed for General Members under Article14 provided that the membership of such member is not discontinued under Article16. e) DEPENDENT MEMBERS: Dependent children of Primary Members between 21 and 27 years of age may be admitted as Dependent Members for use of the Club facilities and services as per Rule. Dependent Members are required to pay 50% of the annual subscription prescribed for the General Member in Article14 provided that his/her membership is not discontinued under Article16.
15 f) TEMPORARY MEMBERS: Graduates of Khulna University who are not eligible to become members, but may contribute in various games and sports for competitive matches, etc. may be admitted as Temporary Members for specific purpose and period. Temporary Members are not required to pay any fees or subscription. g) NON-RESIDENT MEMBERS: Non-resident Graduates of Khulna University of Bangladesh who permanently live outside Bangladesh may apply to be admitted as Non-resident member. Being permanently domiciled abroad he/ she may apply for enrolment as Nonresident member. They are required to pay membership fee one time and development surcharge, if any, as per Rule at the time of admission. They shall not be required to pay the annual subscription as prescribed for General Members. They shall have no voting right. They shall be eligible to use club facilities for sixty days (60) in one calendar year.
16 The following individuals will be eligible to become Members of the Club: a) Any Khulna University alumni who have completed any Undergraduate degree from Khulna University, Bangladesh, will be eligible for Primary Membership. The Primary members should be 30 (Thirty) years of age on or before the date of application for membership; b) Any Khulna University alumni who have completed any degree other than an Undergraduate degree from Khulna University, Bangladesh, will be eligible for Affiliate Membership under the category of User Member. The User Member should be 30 (Thirty) years of age on or before the date of application for membership;
17 c) Members of the Administrative Bodies, i.e., Teaching Panel, Syndicate Member, etc.; d) Children of Primary Members between 21 and 27 years of age; e) Spouses or next of kin of deceased Primary Members; f) Persons of social standing. g) If not discontinued from the membership of the Club under Arts. 16. (b) and (e) subject to the conditions as provided in Art 17.
18 Any person eligible to become member under Arts. 9, 10 and 11 above shall apply to the General Secretary as per the procedure laid down in the By-laws. All applications for membership shall be processed as per the By-laws.

19 MEMEBERSHIP FEES: (a) DONOR MEMBER: Tk. 600,000.00 (Taka Six Lacs only) payable at one time in advance as per Rule. (b) LIFE MEMBER: Tk. 250,000.00 (Taka Two Lacs and Fifty Thousand only) payable at one time in advance as per Rule. (c) GENERAL MEMBER: Tk. 100,000.00 (Taka One Lac only) payable at one time in advance as per Rule. (d) NON-RESIDENT MEMBER: Tk. 100,000.00 (Taka One Lac Only) payable at one time in advance as per Rule. (e) CORPORATE MEMBER: Tk. 3,000,000.00 (Taka Thirty Lacs only) for 3 users and Tk. 5,000,000.00 (Taka Fifty Lacs only) for 5 users payable at one time in advance as per Rule.
20 SUBSCRIPTION FEES: a) The annual subscription for the General Members shall be Tk. 12,000.00 only. b) (Taka Twelve Thousand) only payable in advance as per the procedure laid down in the By-laws, provided that the annual subscription is subject to an increase of 20% on the subscription prescribed above in every two years starting from January 2023. c) The Donor and Life Members shall not be required to pay the annual subscription. All Founder Members who have paid the membership fees as prescribed for General Members shall be required to pay the annual subscription as prescribed for General Members.
21 d) Any General Member residing outside the country or remains absent from the country for a period exceeding 360 days shall be called as absentee member and such member shall require to pay 25% of the annual subscription provided that he/she has notified the Executive Committee in writing in advance about his/her absence and produced proper evidence about his/her absence. e) In case the absentee member failed to inform the Executive Committee in advance about his being absent from the country and also failed to produce evidence, about his/her absence, he/she shall require to pay the full annual subscription for the period in question. f) A Senior Member may be exempted from payment of annual subscription upon application to the Executive Committee.

22 All Primary Members shall enjoy the rights and privilege of receiving notices and attending and voting in the General Meetings, voting in the Elections of the Office Bearers, serving in the Executive Committee, proposing or seconding or balloting for Members and introducing guest(s) as per Rule.
23 All other Members of the Club shall enjoy the same privileges as the Primary Members except for the rights of attending and voting in the General Meetings, voting in the Elections of the Office Bearer, serving in the Executive Committee, proposing, seconding or balloting for Members and introducing guest(s) as per Rule.
24 The Register of Primary Members shall be kept by the Club, which shall remain closed for a period of 14 days immediately before the date of the Annual General Meeting and during that period no new name or names shall be added to the Register. A separate Register shall be maintained for all Members other than the Primary Members.
25 Names of all discontinued members under Article 16 shall be struck off the Register. This vacant Membership may be re-allotted with new applicants within given limit as in Article 5.

26 A Primary Member who has been a member of the Club for a period of not less than 5 (five) years may apply to Executive Committee for transferring her/his membership to a graduate eligible to become a Primary Member. Executive Committee may permit such transfer following guidelines, provided the transferor shall cease to be a member and the Club shall receive a transfer fee. Such fee shall be proposed by Executive Committee for approval by General Body and shall not be enhanced earlier than every 3 (three) years.
27 In case of death of a Primary Member, one member of immediate family (Nominee or spouse when not remarried or one child, in elder to younger chronology) may apply to Executive Committee for transfer of membership to one of them, as Associate Member or to any eligible Graduate of Khulna University as Primary Member. One will be allowed to avail only one option. Executive Committee upon receipt of the application may permit the transfer of membership only once following guidelines. When application is not received within 24 (Twenty-four) months from the date of demise of such Primary Member, the vacancy in the said membership will automatically vest with the Club for allotment to other graduates in accordance with the Articles of Association. No other category of Membership is allowed to be transferred.

28 An alumnus or an individual admitted as member of the Club in any category shall be considered to have been ceased to be a member on account of the following: a) On resigning in writing with one month¿s notice. b) On failing to pay the Club dues within 180 days from its presentation. c) If found insolvent and applies for relief as an insolvent debtor. d) If found to be of unsound mind by a competent authority.
29 e) If expelled by a resolution of the Executive Committee for any conduct against the objectives of the Club or any activities prejudicial to the honor, reputation and interest of the Club or breach of any Club Rules and/or any Codes after having been given the Member concerned an opportunity to make an explanation except in case of serious breach of the Codes, the Executive Committee may refrain a Member from visiting the Club for a period not exceeding 90 days pending investigation and final disposal as per procedure laid down in the By-laws.
30 f) In case a member is expelled under this sub-clause he/ she may appeal to the General Body for review. Such an appeal shall be addressed to the President in writing within 90 (ninety) days from the date of expulsion. The President shall place the same appeal before the General Body along with the opinion of the Executive Committee. The General Body may accept the said appeal with two- thirds majority of the members present and eligible to vote in the General Meeting.
31 g) In case a Corporate Member is found to have indulged in activities prejudicial to the honor and reputation of the Club or breach of any Club Rules and/ or any Codes as decided by the Executive Committee. h) Any Primary Member discontinued from membership of the Club under Article 16(e) shall not be eligible for re-admission as Member of the Club for a period of 4 (four) years from the date of discontinuation of membership, and only if vacancy is available.
32 A General Member only who fulfilled the 5 (Five) years of membership then discontinued from membership of the Club under Article16(b) shall be eligible for re-admission as primary member if he/ she appeals in writing to become a life member of the Club along with the payment of all outstanding dues and charges applicable for Life Members. A discontinued member when re-admitted after two years he/ she has to clear all outstanding subscriptions and dues till the date of discontinuation and pay the current membership fees and other charges/ surcharges applicable for a member.
33 i) Any Affiliate Member discontinued from membership of the Club under Article 16 (b) and 16(e) shall not be eligible for membership at any time.
34 j) Any discontinued Member under Art 16, not applying for readmission with all required dues within 5 (five) years, shall be considered as vacant. The vacancy in the said membership will automatically vest with the club for allotment.
35 k) Any Member expelled or otherwise discontinued from the membership of the Club shall remain liable to pay all dues of the Club until his/ her discontinuation of membership, and shall not be entitled to refund of any monies paid to the Club at the discretion of Executive Committee.

36 Membership fees, annual subscriptions, surcharges, bills from sales of goods and services and/ or interests on the unpaid dues owed to the Club shall be treated as Club dues and shall be settled as per the By-laws.
37 If a member fails to pay the Club dues within 180 days from its presentation as per the By-laws the said member shall be suspended immediately without notice for further action as per Article 16(b).

38 The affairs of the Club shall be managed by an Executive Committee, which for the purposes of the Act shall be deemed to be the Directors of the Company.
39 a) The Executive Committee which will look after the day to day affairs of the club shall consist of II members. as follows : One President, One Vice President, One General Secretary, One Treasurer and Six Executive Members
40 The following signatories to this Memorandum and the Articles of Association shall be deemed to be the members of the first Executive Committee and they shall look after the affairs of the club for such, time till an Executive Committee is elected in the first Annual General Meeting of the club :- President: Khurshid Shahid Almeher, Vice President: Md. Akter Mahmud, General Secretary: S. M. Ariful Islam, Treasurer: Subroto Guha Rani, Executive Member: Shaikh Md. Shahidul Haque, Executive Member: Apurba Kumar Datta, Executive Member: Shubhankar Shil, Executive Member: Hasan Muhammad Abdul Qaium, Executive Member: Md Rejaur Rahman, Executive Member: Arif Parwez Fuad, c) The whole Executive Committee including the President shall retire at the Annual General Meeting held each Year.
41 The Office Bearers shall be elected biennially (once every two years) by the General Body in the Annual General Meetings as provided in Art. 54.
42 Only the Primary Members are eligible to vote in Annual General Meeting by fulfilling all relevant requirements for elections as the Office Bearers of the Club provided that such Members shall not be elected for more than one post in the Executive Committee and shall not hold the same office in the Executive Committee consecutively for more than 2 (two) tenures each of 2 (two) years. An office of the Office Bearer shall be declared vacant on account of the following:a) On expiry of the two (2) years tenure as an office bearer or on resignation in writing. b) If an office bearer remains outside the country for a period exceeding 6 (six) months and has informed the Secretary General in writing of his absence. c) Discontinuation of membership under Art. 16.
43 d) Fails to attend three regular meetings of the Executive Committee consecutively without prior intimation to the General Secretary. e)If an Office Bearer refuses to accept the responsibilities assigned to him/ her by the Executive Committee or fails to carry out the responsibilities assigned to him/ her by the Executive Committee or fails to carry out the responsibilities for the position he/ she has been elected by the General Body provided that any resolution to vacate an Office Bearer under this sub-clause is adopted in a special meeting of the Executive Committee with a quorum of seven of the Office Bearers present within 60 (sixty) minutes of the time appointed for such meeting and the resolution is adopted by two-thirds majority of the Office Bearers present in the said meeting.
44 The existence of a vacancy in the Executive Committee shall in no way invalidate the decisions of the said Executive Committee and the several Acts thereof.
45 The Executive Committee may fill in a vacant position in the Executive Committee by co-option until the next elections of the Office Bearers when the elections for the vacant position shall be held and the tenure for such vacant position shall be for the remaining period tenable by the same position.
46 Any Member who ceases to be an office bearer under Art. 34 shall not be eligible for elections to the Executive Committee for the next two consecutive years.
47 Services of the Office Bearers shall be honorary.
48 The Executive Committee shall exercise such powers and functions as provided in Arts. 40 and 41 under Section XIV of the Articles of Association and the By-laws.

49 The management of the Club shall vest in the Executive Committee and in that the Executive Committee shall exercise the following powers and functions: a) To carry out the aims and objectives of the Club. b) To admit Primary and Affiliate Members of the Club as per Rule. c) To deal with all matters related to the general administration of the Club and the management of its facilities and services. d) To appoint, administer, suspend, terminate, and dismiss the service of any employee on such terms and conditions as contained in the By-laws or as may be determined by the Executive Committee. In case of urgency the General Secretary may give temporary appointments and shall place the matter in the next regular meeting of the Executive Committee for approval. e) To deal with any matter related to any breach of Club Rules.
50 f) To commence, institute, prosecute and defend all such actions and suits on behalf of the Club as may be deemed necessary or expedient, and to compromise or submit to arbitration any action or suit or dispute or differences. g) To deal with financial matters of routine nature as per Rule. h) To recommend the annual budget for approval by the general body. i) To collect, manage and disburse funds for all or any of the objects of the Club. j) To invest such funds as may be considered over and above the immediate needs in securities permitted under Trust Act in fixed deposits in a schedule bank or in Post Office Saving Banks or in Postal Certificates or in Government Saving Certificates as considered proper and to dispose of any fixed deposits or securities or Postal Certificates.
51 k) To raise funds/ grants/ loan with or without interest or otherwise from government, local authorities, banks or any person to fulfil the objects of the Club. l) To purchase, own, take on lease or otherwise acquire any land or property and/ or construct or develop any building or structure for the purposes of the Club. m) To manage, sell, lease, transfer or otherwise deal with all or any of the moveable or immovable property for the Club. n) To give appointment to auditor(s) approved by the General Body. o) To co-operate with any organization having similar objects both inside and outside the country for mutual benefit of the members and their families. p) To maintain proper books of account and prepare the audited balance sheet and the annual report for adoption in the Annual General Meeting.
52 q) To open and operate banking accounts, including current, saving and fixed deposit accounts, with any scheduled bank(s) or post offices. All accounts shall be in the name of the Club as per Rule. r) To borrow with or without interest against securities and/ or deposit any sum, which may be required to augment the current account or to meet any emergency. s) To make, accept, endorse and execute any Promissory Note(s), Bills of Exchange and other negotiable documents as may be necessary. t) To appoint committee and/ or sub-committee from among the Office Bearers and/ or from Members and/ or from spouses and/ or children of Members and delegate to the committee or the sub-committee or any Office Bearer or any employee or legal counsel of the Club such responsibilities as may be deemed proper in accordance with the Rules.
53 u) To fill in any vacant position in the Executive Committee. v) To issue identity (ID) cards to all Members and employees of the Club. w) To recommend amendments including additions and alteration of such rules and regulations for the approval of the General Body. x) To convene meetings of the General Body as per Rule. y) To convene meetings of the Executive Committee on a monthly basis.
54 The Executive Committee shall be collectively responsible to the General Body for all decisions and actions taken by it during their tenure and shall not be required to give reasons for its decisions and actions to any individual member or any affiliated body.

55 The Office Bearers shall work under the overall direction and supervision of the Executive Committee and shall be responsible to the Executive Committee for such duties and functions as provided in the By-laws.

56 The General Body is the supreme body of the Club which shall meet in the Annual General Meeting once in a year, and in the Extra-ordinary General Meetings as and when required. It will have the powers to approve and disapprove any decisions and actions of the Executive Committee and/ or of any Office Bearer and make or amend any Rule including the By-laws.
57 The Annual General Meeting of the Club will be held by 15th December for every official year. The following procedures will be observed for conducting the Annual General Meeting: a) The notice for the date, time and place shall be issued by the General Secretary at least 45 days before the actual Meeting. b) The following businesses shall be transacted in the Annual General Meeting: i. Confirmation of the Minutes of the previous General Meetings. ii. Consideration of the Annual Report of the Executive Committee. iii. Adoption of the audited statement of accounts of previous year. iv. Adoption of the Annual Budget. v. Appointment of auditor(s) and fixation of remuneration for auditor vi. Discussion and adoption of resolution. vii. Any other business on the Agenda allowed by the Chair. viii. Holding of election of the Office Bearers, if applicable.
58 c) Notice of all resolution proposed to be moved by the Primary Members shall be given in writing at least 30 (thirty) days before the Annual General Meeting. d) In preparing the Agenda for the Annual General Meeting the Executive Committee shall have the following rights: i. To determine the order of business in the Agenda. ii. To co-ordinate into one or more resolutions, all resolutions covering the same subject wholly or in part. iii. To reject any proposal or point of order which are inconsistent with the aims and objectives of the Club or inappropriate and/or out of order. iv. To frame and introduce any resolution which may be considered necessary for consideration of the General Body. e) The agenda shall be circulated by the General Secretary at least 14 (fourteen) days in advance for the Annual General Meeting.
59 f) All Primary Members who have cleared their Club dues at least 30 (thirty) days before the actual date fixed for the Annual General Meeting and whose names have been published in the voters list at least 10 (ten) days before the actual date shall be eligible to attend and vote in the Annual General Meetings. g) 30 (thirty) Members present and eligible to vote in the AGM shall form the quorum and all resolution shall be adopted by a simple majority of the members present and eligible of vote. h) If the quorum is not present within 60 minutes from the time appointed for the Annual General Meeting the meeting shall stand adjourned to the same day, time and place in the next week and any number of members eligible to attend and vote in such General Meetings shall form the quorum. o) If a poll is duly demanded, it shall be taken in such manner as the President directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
60 i) The President shall preside over the Annual General Meeting and shall be responsible for the conduct of such meeting. Any Ruling by the President in conformity with the Articles shall be binding. j) The President with the consent of the members present in the Annual General Meeting at which a quorum is present (and shall if so directed by the members in the meeting) adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 (ten) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting, except that 7 (seven) days¿ notice shall be sufficient. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
61 k) Any resolution put to vote at an Annual General Meeting shall be decided in a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the President or by at least by three members, present in person; and unless a poll is so demanded, a declaration by the President that a resolution has, on a show of hands been carried unanimously, or by a particular majority, or lost and an entry to that effect in the book of the proceedings of the Meetings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the vote recorded in favour of or against that resolution, except otherwise required by Rule. l) A poll demanded on any question, except on a question of adjournment shall be taken at such time as the President directs.
62 m) On a show of hands, every member present in person shall have one vote. On a poll every member present in person shall have one vote. n) In case of an equality of votes, whether on show of hands or on a poll, the President presiding over the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
63 The Extra-ordinary General Meeting may be convened as follows: a) The Executive Committee whenever considered necessary and expedient shall convene an Extra-ordinary General Meeting. Such meeting shall be notified and conducted in the same manner as the Annual General Meeting except that the minimum period of notice shall be twenty-one days and no other business other than that specified in the notice convening the Extra-ordinary General Meeting shall be transacted.
64 b) An Extra-ordinary General Meeting may be called on a demand of not less than one-tenth Members in the Register eligible to vote in the General Meeting. The Executive Committee shall, upon a requisition having been so made in writing, stating the purpose of the meeting convene an Extra-ordinary General Meeting with minimum 21 (twenty one) days prior notice and the meeting shall be conducted in the same manner as the Annual General Meeting. If the Executive Committee do not proceed within 30 (thirty) days from the date of the requisition being so deposited to cause a meeting to be called, the members requisitioning, or a majority of them, may themselves call the meeting in the same manner as nearly as the meeting having been called by the Executive Committee. In either case any meeting so called shall not be later than 90 (ninety) days from the date of the requisition.
65 c) The quorum for the Extra-ordinary General Meeting shall be same as the Annual General Meeting and all resolutions adopted in such General Meetings shall be by not less than three fourth majority; except that the Extra-ordinary General Meeting requisitioned for the purpose of moving no confidence motion shall require a quorum of one-tenth of the members of the Register eligible to vote in the General Meeting and the motion for no confidence be adopted by three-fourths of the members present in the meeting.
66 d) If within 60 (sixty) minutes from the time appointed for an Extra-ordinary General Meeting a quorum is not present, the meeting if called upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day, time and place in the next week and any number of members present and eligible to vote in the meeting shall form the quorum. The Executive Committee while dealing with important matter(s) requiring immediate approval of the General Body; may convene a General Meeting with shorter notice in compliance with the provision of section 85 of The Companies Act, 1994.

67 All monies received by the Club on account of admission fees or subscriptions or donations or proceeds from the sales of goods and services or any other dues shall be deposited in scheduled bank(s) in savings and/ or current accounts opened in the name of the Club as decided by the Executive Committee. Such bank accounts shall be operated jointly by any two of the following: a) President b) General Secretary c) Treasurer

a) The regulation contained in Form B of the Third Schedule to the Companies Act, 1994 shall apply to the Company. b) The Rules and Regulations for the management of the Company and for observance by members thereof shall, subject to any amendments that may be made hereafter, be those contained in these Articles.

68 To appoint, administer, suspend, terminate, and dismiss the service of any employee on such terms and conditions as contained in the By-laws or as may be determined by the Executive Committee. In case of urgency the General Secretary may give temporary appointments and shall place the matter in the next regular meeting of the Executive Committee for approval.

69 Once at least in every year the accounts of the Club shall be examined and the correctness of the Balance Sheet and the Income and Expenditure Account ascertained as per the By-laws by one or more auditor(s) appointed by the General Body as per the procedure laid hereunder:
70 Each year at the Annual General Meeting the Primary Members shall appoint Auditor(s) to hold office until the Annual General Meeting in the following year.
71 In case an appointment of Auditor(s) is not made as aforesaid the Government may on the application of any Primary Member appoint such Auditor(s) for the current year and fix the remuneration to be paid to him/ them by the Club.
72 An Office Bearer or any employee of the Club or any partner or any person in the Employment of an Office Bearer or any employee of the Club or any person indebted to the Club shall not be eligible to be appointed as Auditor(s) of the Club.
73 A person other than a retiring Auditor, shall not be capable of being appointed Auditor(s) at an Annual General Meeting unless notice of an intention to nominate that person as Auditor(s) has been given by a Primary Member to the General Secretary not less than 14 (fourteen) days before the Meeting and the General Secretary shall send a copy of any such notice to the retiring Auditor(s) and shall give notice thereof to the Primary Members either by Advertisement or in any other mode allowed by the Articles not less than 7 (seven) days before the Meeting, provided that if after the notice of the intention to nominate a Auditor has been so given an Annual General Meeting is called for a date 14 (fourteen) days or less after the notice has been given, the notice though not given within the time required by this provision shall be deemed to have been properly given for the purpose.

74 All minutes, proceedings, decisions and resolutions of the General Meetings, the Executive Committee meetings and the meetings of the Committee and Subcommittee signed by the General Secretary or the Secretary of any such meeting and counter-signed by the President or the member or office bearers presiding over the same meeting shall be accepted as evidence of all the matters stated therein.

75 The Club shall organize and run various facilities and services for the members and their families as per the By-laws.
76 All members, other than members suspended under Arts 16(b) and 16(e), shall be entitled to use various facilities and services of the Club as per Rule and/ or attend any event organized by the Club on payment of such subscription and/ or charges as may be decided by the Executive Committee.
77 The Club may raise funds for its purposes by any of the following means or in any other lawful manner as decided by the Executive Committee: a. Membership fees and annual subscription from its members. b. Grants, donations, and gifts. c. Income from various facilities and services, fetes, concerts and/ or any other events or programs allowed by law. d. Income from affiliated bodies and subsidiaries. e. Publication and sale of newsletters, directory and other printed materials.
78 All funds and property of the Club shall vest in the Executive Committee as Trustees to carry out the purposes of the Club and shall not be used for any other purpose other than the objectives of the Club as expressed in the Memorandum.
79 All income and expenditures shall be properly recorded and entered into the books of accounts with proper vouchers. The funds and accounts of the Club including documents related to the funds and accounts of the Club shall be maintained as per the By-laws.
80 A notice may be given to any Member as per the following procedures: a) A notice may be given by the Company, either personally or sending it by post or Courier or email from company¿s official Email address to him/ her to his/ her registered address/ email or (if he/ she has no registered address in Bangladesh) to the address/ email, if any, within Bangladesh supplied by him/ her to the Company for the giving of notice to him/ her. In case a notice is sent by post, service of the notice shall be deemed to be in effect by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved to have been in effect at the time of which the letter would be delivered in the ordinary course of post.
81 b) If a Member has no registered address in Bangladesh, and has not supplied to the Company an address within Bangladesh for the giving of notice to him/ her, a notice addressed to him/ her and Email shall be deemed to be duly given to him/ her. c) Notice of every General Meeting shall be given in same manner herein before to every Primary Member of the Company except those Primary Members who (having no registered address within Bangladesh) have not supplied to the Company any address within Bangladesh for the giving of notices to them. d) No other members and/or persons other than Primary Members shall be entitled to receive notices of General Meetings.
82 The election of the Office Bearers shall be held in an Annual General Meeting of the Company through secret ballot to be conducted by an Election Commission as per the procedure laid down in the By-laws. Each Primary Member shall have one vote provided his/ her name is included in the voters¿ list as per Rule. There shall be no system of proxy. The election may be held through ¿Electronic Voting Method¿ if the Executive Committee deems prepared and agreeable to such action.

83 Any of these Articles or any other Rule or By-laws may be amended and/ or altered by the General Body in an Extra-ordinary General Meeting to be convened by the Executive Committee specifically for the purpose for which at least 21 days¿ notice in writing shall be given with the draft of the proposed resolutions for the amendments and/ or alterations along with the opinion of the Executive Committee for considerations by the General Body which shall be adopted by at least two thirds majority of the Members present and eligible to vote in such Meetings.

84 The Company may be winded up and/ or dissolved by a vote of three-fourths majority of the Primary Members present in person and eligible to vote in the Extraordinary General Meeting convened for the purpose with minimum 21 (twenty-one) days¿ notice in writing.
85 Every member of the Company undertakes to contribute to the assets of the Company in the event of its being winded up during the time that he/ she is a member, or within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time at which he/ she ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding Tk 5000.00 (Taka Five Thousand).
86 If upon winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Company but shall be given or transferred to some other institution or institutions having objectives similar to the objectives of the Company as determined by the General Body at the said meeting for winding up or dissolution and in default thereof, such Judge or Court as may have or acquire jurisdiction in the matter.