Memorandum of Association
The name of the association shall be Sri Nilakantheshwara Natyaseva Sangha or Ninasam for short.
In these Memorandum and Articles of Association of Sri Nilakantheshwara Natyaseva Sangha or Ninasam (“Memorandum”), the expressions, ‘Society’ and ‘Association’ are used interchangeably, as the context may require.
2. Address:
The Registered Office of the Association shall be located at Sri Nilakantheshwara Natyaseva Sangha (Ninasam), Heggodu, Sagara Taluk, Shimoga District, Karnataka State 577417.
This office can be shifted with the permission of the members as and when required.
3. Area of Action:
The area of action of the society shall be Karnataka State.
4. Objectives:
The following shall be the objectives of the Association:
-
- To organize people who are dedicated to work towards the betterment of theatre and related arts including but not limited to literature, music, dance, cinema, visual arts and folk arts.
- To work for, as far as possible within our limits, the aforementioned art-forms through research, study, practice, publication, experiments, performances, training etc.
- To collaborate with national or international institutions or universities or any other organisations that share the aims and objectives of the society and/or organising and supporting any program that does not damage the fundamental objectives of the society.
- To recognize and support talented people from the rural areas in fields related to culture, education and folk arts.
- To support, through providing scholarships, honorariums and fellowships or through collaborating with organizations that have been conducting similar programs, individuals or institutions involved in the study, research and other related activities in the fields such as culture and education without any discrimination of caste, creed, religion or sex.
- To actively participate in activities related to pollution control, creating awareness about nature, women and child welfare, and providing support in the times of natural calamities and ecological disasters.
- To establish a fund in the society for the welfare of the disadvantaged artists. To raise funds for the fulfillment of this objective through the governments and individuals who are sensitive towards the cause, to recognize the disadvantaged artists and support them for medical care and livelihood.
- To print, publish, distribute and promote literature, in the form of pamphlets, handbooks, journals, newsletters and books related to literature, culture, science, thinking etc., in public interest.
- To build, support and run hostels for the benefit of students.
- To open, maintain libraries and collect books for those libraries etc.
- To organize and conduct other activities, that are agreeable to the members of the society, which further the aforementioned objectives of the society.
5. Activities:
For the implementation of the above objectives, the following activities shall be undertaken:
-
- To collect funds by way of subscriptions, contributions, fees, charities, donations, grants, subsidies, loans, deposits etc., from members, the general public, Government – State/Central, other Govt./ Non-Govt. organisations and corporate bodies
including foreign agencies and organisations. - To establish, takeover, support, manage and promote the running of institutions and societies that work in the fields of education and culture including but not limited to schools, colleges, student hostels and hospitals.
- To co-operate, federate, associate, collaborate and join hands with other organizations having the same or similar objects as that of the Association.
- To acquire and hold movable & immovable properties by way of purchase, hire, mortgage, lease or by any other means, to utilize and to alienate the same in any manner as the Board may deem fit.
- To obtain registration u/s 12A, 80G and 35CCA of the Income Tax Act, and get FCRA registration by the Government of India.
- To take such other activities not inconsistent with the spirit of the Association that the directors may add to the above mentioned activities, having regard to the particular needs of the time and not inconsistent with the provisions of Income Tax Act, 1961.
- To invest the funds of the Association, which are not required immediately for activities of the Association in any of the modes specified under the provisions of Sec.13 (1)(d) read with Sec.11 (5) of the Income Tax Act, 1961 as amended from time to time.
- To collect funds by way of subscriptions, contributions, fees, charities, donations, grants, subsidies, loans, deposits etc., from members, the general public, Government – State/Central, other Govt./ Non-Govt. organisations and corporate bodies
6. Beneficiaries:
The benefits and the activities of the society shall be open to all, irrespective of caste, creed, religion, or sex.
7. Irrevocability:
The society is irrevocable under any circumstances.
8. Utilization of the Income:
The money and the income of the society shall be utilized only for the fulfillment of the objectives of the society. It cannot be disbursed to any of the members in the form of profit, commission or interest.
9. Delegation of Power:
The secretary of the society, Sri T. Narayana Bhat, is authorized tosubmit this memorandum and regulations to the registrar and to transact with them.
10. The name and addresses of the members, to whom the management of the Association is entrusted as per Rules, are as under:
Articles of Association
Articles of Association (Rules and Regulations)
1. Definitions:
-
- Society: Sri Nilakantheshwara Natyaseva Sangha (NINASAM).
- Board: The Executive Board of the society.
- Membership: General membership, Honorary membership.
- Members: Members who are admitted to the membership by the Board.
- Rules: The rules and subsidiary rules of the society that are currently in practice.
- Office Bearers: A president, a secretary and a treasurer elected or appointed periodically.
- General Meeting: Meeting of the members of the society.
2. General Members:
The Members can be admitted as per the following guidelines:
-
- Individuals who believe in and are earnest about the aims and objectives of the society can be admitted, abiding by all the applicable rules, as stipulated by the Executive Board.
- The employees of the society and individuals who receive salary, allowance, commission or any other monetary benefit from the society are not eligible for membership.
- Membership is confined to persons who are above 18 years of age and who are residing in the area of operation of the society.
- Persons desiring membership shall apply in the specified form for membership.
- The power to accept or reject the request for membership resides with the Board of the society.
- The membership shall be granted or rejected within three months of receiving the application.
- No new member shall be admitted within one month before the annual general body meeting.
- The total number of the members of the society shall not be below 75 or above 110 at any point of time.
- The membership of the society shall be for the life time of the person admitted and in no case shall be transferred to their legal heir/s or others after the demise of the member.
- No salary or dividend is to be given to the members of the society. However, if a member spends money for the purpose of the activities of the society, then that can be reimbursed on production of relevant bills.
3. Honorary Members:
-
- The Board may admit such persons or institutions who are able to guide or give expert advice to the society, in the interest of the society, as honorary members or honorary institutions.
- Persons or institutions with such membership can attend meetings of the Board and/or the annual general body meeting and give advice on the request of the Board.
- The duration of such honorary membership shall be decided by the Board.
- The Board may terminate such membership if it feels that such membership is no longer necessary, after giving due notice to the concerned person or institution.
- There is no fee for honorary membership and such members shall not have voting rights.
4. Termination of Membership:The membership shall be terminated under the following circumstances:
-
- The member dies, becomes insane, or resigns from membership.
- The member is punished by a court of law for an offence involving moral turpitude.
- The member acts against the objectives or interests of the society.
- The member permanently migrates outside the area of operation of the society.
- The member violates the rules and regulations of the society.
- The general body decides, as per the regulations, to terminate the membership.
The member whose membership is terminated for any reason shall lose all rights associated with the membership of the society.
5. Membership Fee:
A person desiring to become a member shall apply to the society in the prescribed membership form, with the recommendation of an existing member of the society, along with a payment of Rs. 5,000. The power to admit or reject membership shall lie with the Board. A person whose application is accepted shall become a life member of the society.
-
- The Board shall have the right to revise the membership fee from time to time.
- A register containing details of members, including their name, address, duration of membership, and subscription details, shall be maintained by the society. Any member may refer to this register.
6. Executive Board:
-
- There shall be an Executive Board consisting of nine directors to manage the affairs of the society and to fulfill its aims and objectives.
- The term of office of a director shall be three years.
- The directors shall be selected unanimously by the members of the society in the annual general body meeting.
- If unanimous selection is not possible, the general body shall schedule an election and announce the calendar of events within fifteen days of the meeting.
- If the office of a director becomes vacant before the expiry of the term for any reason, the Board may co-opt an eligible member for the remaining period.
- The retiring directors shall be eligible for re-election.
7. Election of the Executive Board:
-
- In the event of an election, a non-contesting member shall be appointed as the Election Officer.
- The Election Officer shall display the list of voters and the calendar of election events at the registered office of the society and shall conduct the election and declare the results.
- All eligible members of the society shall be voters.
- The voting rights of members shall be in accordance with the regulations of the society and the number of posts for which the election is conducted.
- Members shall exercise their voting rights in person, and proxy voting shall not be permitted.
- The Secretary shall prepare the list of members eligible to vote.
- Voting shall be conducted through voice vote or secret ballot, as required.
- The proposer, seconder, and contestant shall be active members of the society.
- A director or executive who has been dismissed shall lose the right to contest elections for the next term.
- The President of the meeting shall have the casting vote in the event of a tie or dispute.
8. Meeting of the Executive Board:
-
- The Executive Board shall hold at least four meetings in a year.
- The duration between any two meetings shall not exceed six months.
- The quorum for an Executive Board meeting shall be five members.
- If the Board holds fewer than four meetings in a year, the President shall provide justification and obtain approval at the annual general body meeting.
- Each director shall attend at least three meetings in a year.
- If a director is absent for three consecutive meetings without prior permission of the Board, he or she shall lose eligibility to be a director for the next term.
9. Office Bearers – Rights and Duties:
There shall be a President, a Secretary, and a Treasurer in the Executive Board. They shall be the executive officers of the society.
9.1 President:
-
- To summon and preside over the annual general body meeting, Executive Board meetings, and special meetings as and when required.
- To ensure that the Executive Board and sub-committees perform their assigned duties.
- To answer queries raised in the general body meetings and Executive Board meetings.
- To take decisions independently in cases of emergency and obtain approval for such decisions in the subsequent Board meeting.
- To appoint another office-bearer to carry out the activities of the society in his or her absence.
9.2 Secretary:
-
- To summon meetings in concurrence with the President, present the agenda, and draft the minutes of meetings.
- To prepare the annual report and present it at the annual general body meeting.
- To prepare agendas for meetings and programmes and provide necessary information for the development of the society.
- To represent the society in courts of law, other societies, and institutions as per the instructions of the Executive Board.
- To responsibly manage and safeguard the assets of the society.
- To manage all correspondence of the society.
- To perform other duties related to the administration of the society.
- To file suits on behalf of the society and defend the society in any legal action.
9.3 Treasurer:
-
- To assist the society in raising funds.
- To maintain books of accounts and sign records related to banking transactions.
- To receive monies on behalf of the society and issue receipts for the same.
- To disburse funds in accordance with decisions of the Executive Board.
- To perform other duties related to the financial affairs of the society.
10. Co-option:
The members of the Executive Board shall have the right to fill any vacancy in the Board by co-opting an eligible member for the remaining tenure.
11. Sub-Committees and Mode of Formation:
The Executive Board may appoint Committees or Advisory Boards consisting of such members as it deems fit for carrying out all or any of its activities. The Board may delegate powers to such committees or members upon terms and conditions it considers appropriate.
The Board may frame rules and regulations for the conduct of these committees and amend or rescind them as required. Members of such committees may be drawn either from the Executive Board or from the general membership of the society.
The President of the society shall be the President of all such committees. The Secretary and Treasurer shall be permanent members of these committees.
12. Dismissal of Office Bearers:
The Executive Board shall have the authority to dismiss office-bearers in cases of negligence, fraud, physical or psychological incapacity, bankruptcy, immorality, or conduct contrary to the objectives of the society.
In such cases, the Board shall convene a meeting and present the proposal for dismissal. The proposal must be supported by at least three members of the Board and approved by a two-thirds majority of members present at the meeting.
Details of the proposed action shall be communicated to the concerned office-bearer at least seven days in advance through registered notice. The final decision shall be communicated in writing.
Within seven days of receiving such communication, the dismissed office-bearer shall hand over all documents and movable and immovable assets of the society to the Executive Board. In case of default, such assets and powers shall be recovered through legal means.
13. Powers of the Executive Board:
The Executive Board shall have full authority and discretion to administer the affairs of the society and its institutions, and to perform all acts necessary to fulfill its objectives.
-
- To receive and utilize donations, whether in cash or kind.
- To enter into contracts that do not conflict with the aims and objectives of the society.
- To raise funds, including loans, from banks, individuals, financial institutions, or other sources as required.
- To initiate legal proceedings on behalf of the society and to defend or settle legal actions.
- To take decisions regarding movable and immovable property of the society and its institutions.
- To open, operate, and close bank accounts as required.
- To buy, sell, or transfer securities and investments of governmental or non-governmental institutions, with such authority delegated to office-bearers as required.
- To co-opt members to fill unavoidable vacancies in the Executive Board in accordance with the rules.
- To recommend dissolution or division of the society.
- To appoint suitable employees, fix their honorarium, assign duties, and relieve them from service when no longer required.
- To perform all other acts necessary for the welfare and functioning of the society, whether specified herein or otherwise.
14. Mode of Expressing No Confidence About the Executive Board:
If the activities of the Executive Board appear to be dissatisfactory, then a minimum of thirty members of the society, having chosen one member as their leader, should communicate the expression of no confidence to the president of the society through registered post before seven days of the meeting. A special general body meeting should be summoned after seven days of receiving the notice and present the expression of no confidence. If the expression of no confidence is supported by a 2/3 majority, then the date of the election should be finalized in the same meeting in order to reformulate the Executive Board according to the rules and regulations and take over all the powers from the Board dismissed legally.
15. Fund Raising and Maintenance of Accounts:
Funds can be raised for the fulfillment of the aims and objectives of the society from the members of the Society, well-wishers, public, other societies and institutions, non-resident Indians, foreign institutions or through the subsidies from the government, loans, subscriptions or any other means. The funds should be deposited in any nationalized or commercial or co-operative bank and the transactions should be done through cheques bearing the signature(s) of the officebearer(s) as decided by the Executive Board. Receipts with the signature of either the president or the treasurer should be issued for the funds or assets received. The signature of the payee should be taken in duplicate and the accounts of credits and debits should be presented to get approval in every meeting of the Executive Board. An official list of expenditure should be maintained.
16. Investment of Funds:
The funds of the Society shall be invested for the fulfillment of the aims and objectives of the Society through its activities by acquiring moveable or immoveable properties and the excess funds shall be invested in the modes specified under the provisions of Section 13(1)(d) read with Section 11(5) of the Income Tax Act, 1961 as amended from time to time.
17. Powers of the Executive Board:
The general body meeting of all the members of the Society has to be held within nine months from the last day of the financial year. The following have to be discussed in this meeting:
-
- Annual report or administrative report
- Audited accounts and audit report
- Budget of the next financial year
- Action plan for the next financial year
- Selection of the members for the Executive Board if necessary
- Appointment of the auditor
- Any other matters mentioned in the notice.
18. Special General Body Meeting:
This meeting can be scheduled whenever required by the Executive Board. It is mandatory for the Executive Board to conduct this meeting when there is a letter of instruction from the Karnataka Societies Registration Office.
19. Notice for the Meeting:
-
- The notice of the meeting should be sent to all the members with 15 clear days in advance for the annual general body meeting, 21 clear days for bylaw amendment and 7 clear days for special general body meeting.
- A short notice and/or oral notice can be served in case of any emergency, but the same should be ratified by giving proper reason in the meeting
- The notice should contain in detail the information regarding the date, time, place of the meeting and the agenda to be discussed in the meeting
- The notice should be sent to all eligible members through registered post or email or courier or regular post or bulk posting with acknowledgement or in person with proper receipt
- This notice should also be displayed in the notice board of the society.
- It will be assumed that the notice has reached all the members when there is a record of posting the letters through registered post or a record of emailing the information or the acknowledgement for bulk posting or the delivery register with the signature of members when the letters are delivered in person.
- For the reason that the notice is not received by a member, the proceedings of the annual general body meeting or a special meeting will not become invalid.
- If a member wants to discuss a particular issue in the meeting, the details of the issue have to be intimated to the society in writing at least seven days before the meeting.
20. Quorum for the General Body Meeting:
The minimum required number of members or the quorum for any general body meeting or special general body meeting is the 1/3 of all the eligible members or 20 members, whichever is lesser. The meeting should be conducted only when there is quorum. If there is no quorum within thirty minutes of the scheduled time of the meeting, the meeting should be adjourned to the same day and the same time of the next week. In the adjourned meeting any number of members present shall be considered quorum and only the issues mentioned in the notice shall be discussed and decided about.
21. Recording of the Minutes of the Meeting:
The minutes of the meeting should be recorded in a book and it has to be signed by the president within fourteen days of the meeting. Signatures of the members present in the meeting should be taken in the attendance book. These books shall be in the custody of the secretary. The secretary should produce these books when the committee requires them.
22. Year-end and Accounts:
The Treasurer shall cause to maintain true and correct accounts of the Society funds and such accounts shall be closed once in a year on 31st March. Within six months of the close of the accounting year, a statement of receipts and payments, income and expenditure account and balance sheet shall be drawn up and such accounts and statements shall be audited by a Chartered Accountant and it shall be placed before the Annual General Meeting within a period of nine months. Within fourteen days of the approval by the general body, the secretary, with all necessary documents, should submit application for renewal to Registrar.
23. Bank Accounts and their Maintenance:
The Society can open, transact and close any kind of accounts in any co-operative, nationalized or commercial bank. Any one or two of the executives, the president, the secretary or the treasurer of the Society shall operate these accounts either jointly or severally. The amount of cash that can be retained
has to be decided by the Executive Board. The cash retained should not exceed the decided limit. The
authorised signatories to operate the bank accounts may be changed at any time by the Board.
24. Amendments to the Bye-Law:
The General Body shall have powers to alter or amend or delete the provisions of this rules and regulations
of the society, by the decision of 2/3rd majority of the members present and voting in a meeting
specially convened for the purpose with valid notice served to all the members. But no amendments,
alterations or deletions shall be made which may prove to be repugnant to the provisions of sections
2(15), 11, 12, 13 and 8OG of the Income Tax Act, 1961 as amended from time to time. Further no
amendment shall be carried out without the prior approval of the commissioner of Income Tax.
25. Dissolution:
In the event of the termination or dissolution of the society for any reason, the Society may make over or
transfer the assets and properties remaining as on the date of dissolution to a charitable institution or a
society whose objectives are similar to those of this Society and which enjoys recognition under section
80 G of the Income Tax Act 1961, as amended from time to time, provided, under no circumstances the properties of the society at the time of dissolution or at any time shall be distributed amongst the members.
26. Indemnity:
The members shall be kept fully indemnified and harmless by the society against any loss suffered or liability arising against them for anything done by them in good faith in fulfillment of the objectives of the Society in accordance with the decision of the Board.
27. Miscellaneous Issues:
-
- The Executive Board can decide and modify the working hours of the office of the society depending upon the convenience of the members.
- These modified regulations shall come into force after approved by the registration authority from the date of approval.
- For issues that are not covered in this Articles of Association (Rules and Regulations) the final decisions will be of the general body meeting of the society abided by the regulations of the Karnataka Societies Registration Act
We, the directors of the Society have signed this document in front of the witnesses on the mentioned date having read and accepted the rules and regulations put forth in this document.
