DEFINITION

1. In these rules, unless the context otherwise requires the terms are otherwise defined herein below, expressions defined in the Societies Registration Act, 1860 shall have the meanings therein defined.

• A)  “Act” means the Societies Registration Act, 1860 and any reference to any provisions thereof shall be read as reference to such provision as amended or re-enacted by any statute for the time being in force.
• B)  “Registering Authority” means the Registrar of Joint Stock Companies and Firms (RJSC&F) and any other respective authority wherein the Foundation will be registered or enlisted thereto.
• C)  “Foundation” means The Confidence Move Foundation.
• D)  “Memorandum” means the Memorandum of Association of The Confidence Move Foundation.
• E)  “Rules” mean the Rules and Regulations of The Confidence Move Foundation.
• F)  “Office” shall mean the Registered Office of the Foundation for the time being and shall include its operational office opened anywhere in Bangladesh as per the decision of the Governing Body.
• G)  “Founder” means and includes 8 (Eight) people who has signed initially the Memorandum of Association of the Foundation.
• H)  “Member” shall mean the members of the Governing Body and any other members of the Foundation appearing on the Register of the Foundation.
• I)  “Governing Body” mean the members of the Governing Body which shall be comprised of not be less than 07 (seven) and not more than 25 (twenty-five) members including President, Vice-President, General Secretary, Organizing Secretary, Treasurer, Chief Executive officer, International Affairs Secretary (US Chapter), International Affairs Secretary (EU Chapter) and Public Relation Secretary unless otherwise reduced or increased as per the decision of the Governing Body.
• J)  “Executive Committee” means a Committee consisting of not less than 03 (Three) members selected or elected by the Governing Body in a General Meeting.
• K)  “President” means President of the Governing Body of the Foundation and shall include Vice-President also.
• L)  “General Secretary” means General Secretary of the Governing Body of the Foundation and shall include Joint General Secretary also.
• M)  “Treasurer” means Treasurer of the Governing Body of the Foundation.
• N)  “Advisor” means Advisor of the Foundation.
• O)  “Notice” means Notice of all meetings of the Governing Body duly served and also includes all notices of the meetings of the Executive Committee.
• P)  “Meeting” shall include all General Meetings of the Governing Body of the Foundation, namely Annual General Meeting (AGM) and Extra-Ordinary General Meeting (EGM) and shall also include all meetings of the Executive Committee.
• Q)  “Quorum” the presence of 2/3 (Two third) of the members of the Governing Body in a general meeting will make a quorum.
• R)  “Ordinary Resolution” shall mean a resolution passed at a General Meeting (Annual General Meeting or Extraordinary General Meeting) of the Foundation by a simple majority.
• S)  “Register” means shall mean the Register of Members of the Foundation to be kept in pursuant to the Act.
• T)  “Seal” means the Common Seal for the time being of the Foundation.
• U)  “Month or Year” shall mean a calendar month or calendar year.
• V)  “Fiscal Year” shall mean Fiscal Year from 1^st July to 30^th
• W)  Words signifying the singular number only, shall include the plural and vice versa.
• X)  Words signifying males shall extend to and include females.
• Y)  Words signifying person shall include bodies corporate.

MEMBERSHIP

2. Member of the Governing Body:

A) The 08 (Eight) Founder Members who have signed initially in the Memorandum of Association of the Foundation shall be deemed as the member of the Governing Body.

B) Any Bangladeshi citizen, other than the Founder Members of the Foundation, having agreed with vision, mission and objectives of the Foundation can apply for its membership through prescribed form within scheduled time to the President of the Governing Body paying a subscription determined and under such terms and conditions provided by the Governing Body.

3. Member of the Executive Committee:
Those members who are selected or elected by the Governing Body are the members of the Executive Committee.

4. Life Member, Donor Member, Associate Member etc. Other than the Members of the Governing Body, there shall have 03 (three) kinds of member as follows:

A) Life Member
B) Donor Member
C) Associate Member. 

Provided that any person agreed with the vision, mission and objectives of the Foundation, pledging to abide by the same, fulfilling the stipulated terms and conditions determined by the Governing Body can be treated to be a Life or Donor or Associate member of the Foundation, but they have no voting power in the General Meeting.

5. Advisor: The persons, who are the Honorable people of the society, shall be selected as Advisor of the Foundation as per the decision of the Governing Body.

6. RIGHTS AND DUTIES OF MEMBER

A) Every member of the Governing Body shall act to the best of his ability for the implementation of the objectives, interest and influence of the Foundation and shall observe all regulations herein contained and all bye-laws of the Foundation made pursuant to the powers in that behalf hereinafter contained.

B) The members of the Governing Body shall be entitled to notice of General Meeting and vote and take part in the deliberation of such meetings.

C) Complying with the objectives or interest of the Foundation, a member of the Governing Body can raise any proposal or agenda to the meetings and give opinion and take part in the point of order on such proposal or agenda of the meeting accordingly.

D) A member is bound to abide by the majority decision passed in the General Meeting and act for implementing such decision accordingly.

E) A member of the Governing Body is bound to give subscription, time to time as per the decision of the Governing Body.

F) Any other rights and duties enumerated in any Article of this Rule or provided as per the decision of the Governing Body.

ACCEPTANCE OR REFUSAL OF MEMBERSHIP

7. The Governing Body shall have the full discretion to accept or refuse any proposal or application of membership of the Foundation without assigning any reason whatsoever.

CANCELLATION OF MEMBERSHIP

8. A member shall be a member of the Governing Body for the term of his natural life unless he shall resign from his membership voluntarily by writing; or he is found to be unsound mind by proper authority; or he remained absent in the consecutive 03 (three) meetings of the Governing Body without expressing any reasonable cause therein; or he is participated in any activities contrary to the interest, goodwill and objectives of the Foundation; or he is engaged in any activities against the state or society or humanity.

GOVERNING BODY

9. The members of the Governing Body shall be comprised of not be less than 07 (seven) and not more than 25 (twenty-five) members unless otherwise reduced or increased by a resolution in a general meeting. There shall have President, Vice-President, General Secretary, Organizational Secretary, Treasurer and members in the Governing Body.

Provided that the number of the post of the Governing Body shall be increased or decreased time to time as per the decision of the Governing Body.

POWERS AND FUNCTIONS OF GOVERNING BODY

10.  The Governing Body will work for the implementation of vision, mission, objectives and programs of the Foundation and the Body shall be empowered with any or all of the functions pertaining to the direction and guidance, control and management of the Foundation and will decide on all issues, and more particularly, the Body shall have the power on the followings:

A) To represent the Foundation, process all application for membership and have the final say on the eligibility of members.

B) To appoint the personnel and staffs of the Foundation and determine their remuneration, salaries and other employment conditions.

C) To acquire and transfer properties, whether movable or immovable, assume obligations and conclude agreements of any nature.

D) To open and operate bank account (s) under the Rules, deposit and withdraw funds, issue, accept, sign, endorse and deliver cheque (s) and, in general, any other negotiable instruments.

E) To constitute the bodies of the Foundation including the functions of the said bodies.

F) To take proper steps to implement any project or program related to its objectives.

G) To invest or run business for increasing its fund.

H) To determine and increase expenses in general and administer the financial affairs of the Foundation and to reserve funds and accept funds, donations, and all kinds of gifts, grants and charities.

I) To decide on establishment of chapters and branch offices of the Foundation or shift or change the Registered Office of the Foundation to any other place.

J) To exercise and control over the books and funds of the Foundation and prepare and submit to the General Meeting such as the annual report, the income and expenditure account and balance sheet of the Foundation.

K) To frame by-laws relating to the internal administration of the Foundation.

L) The Body can decide on any and all matters pertaining to, or in connection with, the administration of the Foundation and the successful performance of the objects thereof.

PRESIDENT

11. The President is the constitutional Head and the Chief Executive of the Foundation. He shall be in charge of carrying out all executive works of the Foundation He will call the meetings and preside over the meetings of the Governing Body. He will keep or cause to be kept records of all affairs of the Foundation. He will sign, execute, seal and deliver all deeds, documents, instructions, notices and letters on behalf of the Foundation. He will exercise, accomplish and implement the functions of the Body. He will issue notice of all meetings of the Foundation and keep the resolution of each meeting of the Body. He will exercise, accomplish and implement the functions of the Body. He will take proper steps for implementing the decision of the Governing Body taken in a general meeting. Any other activities enumerated in any Article of this Rule or provided as per the decision of the Governing Body. In absence of the President, the Vice President shall perform the functions of the President as entrusted by the Governing Body and shall perform additional duties vested by President or as per the decision of the Governing Body.

GENERAL SECRETARY

12. The General will keep or cause to be kept records of all affairs of the Foundation. He will exercise, accomplish and implement the functions of the Body. He shall perform additional duties vested by President or as per the decision of the Governing Body. Any other activities enumerated in any Article of this Rule or provided as per the decision of the Governing Body. In absence of the General Secretary, Organizing Secretary shall perform the functions of the General Secretary as entrusted by the Governing Body and shall perform duties together with General Secretary or shall perform additional duties as per the decision of the Governing Body.

TREASURER

13. The Treasurer shall be in charge of treasury of the Foundation. He shall take steps for financing as per the decision of the Governing Body and collect all funds and deposit the same in the authorized bank and keep proper accounts of receipts and expenditures. He shall be responsible for presentation of the duly audited accounts, budget, finance report etc. of the Foundation in the Annual General Meeting. He shall keep accounts of the money and assets under different heads and shall procure all accounts from the projects, programs and activities of the Foundation and shall review the progress time and also shall report to the Governing Body. He shall keep or cause to be kept proper books of accounts with respect to all sum of money received and expended by or in the name of Foundation and in all matters in respect of which the receipts and expenditures take place. He will sign, execute, seal and deliver all finance and accounts related documents, receipts, vouchers, cash memo etc. on behalf of the Foundation. He shall perform additional duties vested by President or General Secretary or as per the decision of the Governing Body. Any other activities enumerated in any Article of this Rule or provided as per the decision of the Governing Body. In absence of the Treasurer, any member shall perform the functions of the Treasurer as entrusted by the Governing Body and he shall perform additional duties vested by General Secretary or Treasurer or as per the decision of the Governing Body.

TENURE

14. The members shall, subject to the provisions of Rules and Regulations, elect President, Vice-President, General Secretary, Organizational Secretary, Treasurer and other members of the Governing Body for a period of 05 (five) years for which he is to hold office.

DELEGATION OF POWERS

15. The Governing Body, to some extent shall delegate its power, for the time to any member or person or committee passed by resolution in the General Meeting. If the powers so delegated, the member or person or committee shall perform it accordingly.

16. ELECTION

A) The members of the Governing Body shall elect President, Vice-President, General Secretary, Organizational Secretary and Treasurer amongst themselves by majority vote in a General Meeting of the Foundation.

B) At the first and every 05 (five) years thereafter, election to the Governing Body will take place at the General Meeting of the Foundation. All office-bearers of the Governing Body shall retire after a five years’ term of office but will be eligible for re-election at the General Meeting.

C) The Governing Body, at the General Meeting of which a member of the Governing Body retires in the manner aforesaid, may fill up the vacated office by electing through the votes of member thereto.

D) Any casual vacancy occurring among members of the Governing Body may be filled up by the Governing Body but the persons so chosen shall retire at the next following Annual General Meeting of the Foundation and shall then be eligible for re-election.

E) If needed, there shall be formed an Election Commission consisting of 03 (three) members amongst the member of the Governing Body in a General Meeting, and the functions of Election Commission, Electoral procedure, etc. shall be determined as per the decision of the Governing Body.

NOTICE

17. Not less than 14 days’ notice to the members of the Governing Body specifying the place, date and hour of the meeting with statement of the business to be transacted at the meeting shall be given either by advertisement or by notice sent by post or courier or email or otherwise.

18. GENERAL MEETING

A) The General Meeting of the Foundation shall mean and include all meetings of the Governing Body and the President shall preside over at all the meetings of the Governing Body. If at any meeting, the President is absent or not present within the prescribed time, the Vice-President or any member of the Governing Body shall preside over that meeting.

B) The Annual General Meeting (AGM) may be convened under signature of the President or General Secretary.

C) The Annual General Meeting (AGM) of the members of the Governing Body shall be held within 18 (eighteen) months from the date of incorporation of the Foundation and thereafter once at least in every year at such time and place as may be determined by the Governing Body.

D) The ordinary business of Annual General Meeting (AGM) shall be to: i) adopt audit report, accounts or finance repot, balance sheet etc. ii) Annual Report of the Foundation iii) election of the members of the Governing Body iv) appointing and fixing of remuneration of Auditors v) pass annual budget of the Foundation vi) Miscellaneous

E) Minutes shall be kept in books provided for that purpose. All resolutions and proceedings at General Meetings and any such minutes if signed by the President of the meeting to which they relate or by the President of the next subsequent General Meeting shall be conclusive evidence of such resolution and proceedings.

F) The above mentioned general meeting shall be called an ordinary meeting and all other general meetings shall be called Extra-Ordinary General Meeting (EGM).

19. VOTE OF MEMBERS IN GENERAL MEETING

A) On a show of hands every member present in person or by proxy or by attorney shall have one vote and any decision passed by a simple majority of the members of the Governing Meeting present in the General Meeting.

B) No member of the Governing Body shall be entitled to vote at any meetings unless all subscriptions and other dues payable by him in respect of his membership in the Foundation have been paid.

C) At any General Meeting a resolution put to the vote of meeting shall be decided on show of hands, unless a poll demanded by any member present in the meeting.

D) 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.

E) In the case of any equality of votes, whether on a show of hands or on a poll, the President of the meeting at which the show of hand takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. 

QUORUM

20. In case of any General Meeting, the presence of 2/3 (two third) of the members of the Governing Body will make a quorum and the decision of the members so presented shall be resolved by simple majority.

21. EXECUTIVE COMMITTEE

A) The Executive Committee may be formed with not less than 03 (three) members as per the decision of the Governing Body.

B) The main purpose of the Executive is to execute the regular functions of the Foundation and implement the decision taken by the Governing Body.

C) The Executive Committee cannot do any work which had not been taken in the General meeting. If in emergency case, do so that has to be approved by the Governing Body.

D) The Executive Committee can exercise any power delegated by the Governing Body.

E) The Executive Committee is accountable to the Governing Body and has to report to the Governing Body for their activities so doing.

F) In case of any meeting of the Executive Committee, the presence of 2/3 (two third) of the members of the Executive Committee will make a quorum and the decision of the members so presented shall be resolved by simple majority.

G) The Executive committee may elect a President of its meeting from the members present.

H) The Executive Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in case of equality of votes the President of the meeting shall have a second or casting vote.

I) If needed the Executive Committee shall add or co-opt any additional member from the Governing Body with their activities so concerned.

J) The tenure of the Executive Committee is 05 (Five) years.

K) The Executive Committee, to some extent shall delegate its power, for the time to any member or person or committee passed by resolution in the General Meeting. If the powers so delegated, the member or person or committee shall perform it accordingly.

BANK ACCOUNT

22. The Foundation shall open the bank account with any scheduled bank which will be operated as per the decision of the Governing Body. If required, additional/project account may be opened.

FUND AND FINANCE

23. The main source of fund and finance is the donation or subscription of its members. The other sources of fund are Government grant-in-aid or government donations, Non-government or foreign donations, Profits from investments, Income generated services and skill development training and any other valid sources.

EXPENSE

24. The fund of the Foundation shall be expended for implementing the objectives of the Foundation and the fund or its profit whatsoever and any portion thereof shall not be paid as dividend, bonus or otherwise by way of profit amongst members of the Governing Body. 

ACCOUNTS AND BALANCE SHEET

25. The Governing Body shall cause to maintain proper Books of Accounts with respect to:

A) All sums of money received and expended by the Foundation and the matters in respect of which receipts and expenditure take place;

B) All sales and purchase by the Foundation;

C) The assets and liabilities of the Foundation and

D) Other accounts.

26. The Books of Accounts shall be maintained in the manner prescribed by the Governing Body and shall be kept at the registered office of the Foundation or at such other place as the Governing Body shall think fit and shall be open to inspection by members of the Governing Body during business hours.

27. The income and expenditure accounts shall show, arranged under the most convenient heads, the amount of gross income distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expenses of establishment, salaries, logistics, utility, rent and other like matters. Every item of expenditure fairly chargeable against the income of the year shall be brought into account so that a just balance of income and expenditure may be laid before the meeting and in case where any item of expenditure which may in fairness be distributed over several years has been incurred in one year, the whole or such item shall be stated with addition of the reasons why only a portion of such expenditure is shown as charged for the year.

28. A balance sheet shall be made out in every year and laid before the Foundation in General Meeting made up to a date by the Treasurer.       

AUDIT

29. The financial statement of the Foundation shall be audited by the certified accounting professionals every year. The auditor and its remuneration will be fixed by the decision of the Body. The auditor so appointed shall have the right of access, at all reasonable times, to the books of accounts of Foundation and shall be entitled to inquire and seek information and explanation as may be necessary for performance of their duties. Provided that there shall have an Internal Audit Committee consisting of 03 (three) members amongst themselves for audit purpose selected as per decision of the Governing Body.

BORROWING POWERS

30. The Governing Body from time to time raise or borrow any sum of money for or on behalf of the Foundation from the members or from any other person (s), institution (s), companies or Bank.

EXECUTIVE DIRECTOR AND OTHER OFFICIALS

31. The Executive Director, the Chief Executive Officer and other officials of the Foundation shall be appointed by the Governing Body. In the case of any appointment, the Governing Body shall enact bye-laws, service rules thereon.

AMENDMENT

32. Any provisions of Memorandum of Association and Rules and Regulations of the Foundation shall be amended as per the decision of 2/3 (two third) majority of the total members of the Governing Body.

33. LIQUIDATION

A) The Foundation shall be liquidated, in an Extra-Ordinary General Meeting (EGM) specially convened for this purpose or in the Annual General Meeting (AGM), with the consent of 2/3 (two-third majority) of the members of the Governing Body.

B) On liquidation, all the assets, after payment of debts, shall be handed over to a similar organization having similar objects, as may be decided by the Governing Body.

C) In case of liquidating of the Foundation, the surplus income, shall not be distributed to its members, by way of dividend or profit, but shall be handed over to some other Societies having same or similar objects and being exempted under sections 15 (d) of the Income Tax Ordinance, 1984.

INDEMNITY

34. The members of the Governing Body and other officers for the time being of the Foundation and any trustees for the time being acting in relation to any of the affairs of the Foundation and their heirs, executors and administrators respectively shall be indemnified out of the assets of the Foundation from and against all suits, proceedings, costs, charges, losses, damages and expenses, which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts except such (if any) as they shall incur or sustain by or through their own willful neglect or default respectively and no  such person or officer or trustee shall be answerable for the acts, neglects or default of any other such persons, officers  or trustees or for joining in any receipt for the sake of conformity or for the solvency or honesty of any bankers or other persons with whom any money or effects belonging to the Foundation may be lodged deposited or for any insufficiency or deficiency of any securities or investments upon which any monies of the Foundation shall be invested, or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of their offices or trusts, unless the same shall happen through their own willful neglect or default.

MISCELLANEOUS

35. The common seal of the Foundation shall not be affixed to any instrument except by the authority of a resolution of the Governing Body.

36. Save as otherwise expressly provided in the Act or these Rules and Regulations, a document or proceedings requiring authentication by the Foundation may be signed by the President, or the General Secretary, or an authorized officer of the Foundation.

37. Logo, Slogan, Vision and Mission thereon shall be fixed for the Foundation by the Governing Body in a General Meeting.

38. If any provision of the Memorandum of Association or the Rules and Regulations of the Foundation is conflicted with any section of the Societies Registration Act, 1860 or any rules provided by the Government time to time, the Act shall prevail.

39.  If any conflict is arisen between Bangla and English Text of the Memorandum of Association or the Rules and Regulations of the Foundation, English Text shall prevail.