Human Rights Protection Foundation

Pakistan

MEMORANDUM

of

Human Rights Protection Foundation (HRPF)

NAME:

The name of the FOUNDATION shall be

“Human Rights Protection   Foundation (HRPF)”

 

REGISTERED ADD

The office off

HUMAN RIGHTS PROTECTION FOUNDATION

Aslam Akhtar Plaza old GTS Adda Mandi Baha ud Din

 

BENEFICIARIES:

Beneficiaries shall mean citizens of Islamic Republic of Pakistan.

including KPK & citizens of Azad Jammu and Kashmir and/or of any other country or place

RULES AND REGULATIONS

  1. That the name of the FOUNDATION shall be Human Rights Protection Foundation (HRPF), Mandi Baha ud Din Pakistan.
  2. That the registered office of the FOUNDATION shall be situated at HUMAN RIGHTS PROTECTION FOUNDATION  Aslam Akhtar plaza old GTS adda M.B.Din, Pakistan.
  3. That there shall be Board of Directors consisting of 07 persons which shall be the sovereign body of the Foundation and all the office bearers shall be out of the members of the Board of Directors.
  4. That a person possessing extra ordinary proficiency in his field and devoted and dedicated to the aims and objects of the Foundation may be eligible to the membership of the Board of Directors.
  5. That the Board shall be the body competent to fill in by election/Selection any vacancy in its ranks and may constitute sub committees, committee or project to assign certain duties time by time.
  6. That in case the office of the Chairman and Deputy Chairman Foundation become vacant by demise or any other cause or reason whatsoever, a new Chairman or Deputy Chairman Foundation as the case may be, will be elected by majority of Directors from amongst themselves to run the business of the Foundation.
  7. That in the execution of the Foundatio and Powers hereof no Director shall be liable for any loss to the Foundation by reason of any investment made in good faith, or for the negligence or fraud of any agent employed by him or any other Director hereof or by reason of mistake or commission made in good faith by any Director hereby or by reason of any manner except will full and individual fraud or wrong doing on the part of the Director who is sought to be make liable.
  8. That any meeting of the Foundation shall be presided over by the Chairman or his nominee; and no meeting can be called/held without the prior approval of the Chairman Foundation..
  9. That any Director may renounce his office by notifying in writing to the Chairman of his intentions to do so.
  10. That the number of Directors shall be not less then 7.and if any vacancy arises in the Board of Directors on account of death, incapacity persistent neglect or unwillingness to act, the Chairman shall carry on  the work of the said Director till the vacancy is filled.
  11. That all the Key-post of the office bearers of the Foundation shall have a common seal made of metal which shall be affixed to all format documents executed in relation of the Foundation.
  12. That the Foundation funds shall constitute of the money deposited in the name of the Foundation in the bank and the Director shall also be entitled to accept donations to the Foundation in cash or kind from any person or persons, individuals, institutions, organizations and Government etc on such terms and conditions and for all or any one of he objects of the Foundation as may be agreed upon between the Directors.
  13. That it is important to mention that the Foundation was established and created without format Foundation Deed; and accordingly some transactions such as purchase of equipment etc. made by the sector of the Foundation, the same stand transferred in the name of the Foundation. The lease agreement signed by the settler of the Foundation are now transferred in the name of the Foundation.

All these expenses incurred on the said Transactions and the payment of salaries is incorporated in the accounts books. The said Foundation was established and created without formal Foundation Deed on ……………………………………

 

  1. That a Director shall be disqualified in cases such as guilty of serious misconduct or physical/mental incapacitation.
  2. That the following rules and regulations shall be followed by the Foundation accordingly:
  3. That the Chartered Accountant shall audit the accounts of the FOUNDATION every year.
  4. That the quorum of a meeting of the Directors of the Board, shall not be less than four(4) or one third of the total Director of the Directors, whichever is greater.
  5. That in the event of the dissolution of the Foundation there remains after meeting all liabilities, any property whatsoever the same shall be given or transferred to another institution to which approval has also been granted by the Government and the intimation of such transference would be given to the Board  Punjab Government with in three months of the dissolution.
  6. That the money property or income or any part there of the Foundation shall solely be utilized for promoting the objects of the Foundation.
  7. That no portion of Foundation money, property or income being paid or transferred directly way of divided or profit to any of its members or his relative or relatives.
  8. That the accounts of the Foundation shall be kept in a scheduled bank.
  9. That no change can be made in the constitution memorandum or articles of association, rules, regulations, or bye-laws or Foundation deed without the prior approval of the Board or the Punjab Government, as the case my be.

 

POWERS AND FUNCTIONS OF BOARD OF DIRECTORS

That the Board of Directors shall be empowered:

  1. To act and represent the Foundation in all matters and execute the policy and decisions of the Foundation.
  2. To appoint from Directors of the Foundation such Sub-Committee (s) for any specific purpose (s) as may be necessary.
  3. To have the right of co-opting honorary Directors (s) to serve with the sub-committee (s) specific purpose (s).
  4. To prepare schemes, budget and progress reports and be responsible for the maintenance and safe custody of the office records, property, etc.
  5. To prepare Annual Report of performance and Audited Accounts of the Foundation.
  6. To fix the date, time and place for holding Annual General Meeting as and when due.
  7. To secure the fulfillment of any contract, or agreement entered into by the Foundation by mortgage or charge of all or any of the property of the Foundation.
  8. To refer any claims or demands by or against the Foundation and to arbitration and observer and perform the awards.
  9. To make and give receipts, release and other discharges for money payable to the and for Foundation the claims and demands of the Foundation
  10. To provide from time to time for the management of the affairs of the Foundation and in particular to appoint any person or persons to be attorney or agents of  the Foundation with such  powers (including power to sub-delegate) and upon such terms as may be thought it.
  11. To make very or repeal from time to time bye laws for the regulation of the business of the Foundation, its officers etc.
  12. To borrow money on behalf of and for the purposes of the Foundation from individuals, firms, bodies, companies, banks, or other persons by overdraft or otherwise and also upon mortgage or pledge or hypothecation or otherwise on security all or any of the properties of the Foundation at such times and upon such terms as the Chairman Foundation may in his Desecration, think fit.
  13. To enter into alt such negotiations and contracts and rescind and very all such, contracts and execute and do all such acts, deeds and things in the name and on behalf of the Foundation as may be consider expedient for or in relation to any of the matter aforesaid or otherwise for the purpose of the Foundation.
  14. To do all acts deeds and things reasonable for the realization, maintenance, management, protection and promotions of the objects of the Foundation, and to frame by-laws, regulations for each institution of the Foundation.
  15. That all property, movable as well as immovable, belonging to the Foundation shall vest in the Board of Directors who shall administer it for the aims and objectives of the Foundation only.
  16. That the Board of Directors shall have the power and authority to settle, compromise or compound all and any claims, outstanding accounts, disputes, demands, action, suits and proceedings civil or criminal what by or against them or any of them or refer the same to the Arbitration in accordance with the direction of Chairman.

 

POWERS AND FUNCTIONS OF CHAIRMAN

  1. That the Chairman shall be the Chief Executive and head of the Foundation. He shall preside over all the meetings of the Board of Directors He would adjourn the meeting of the Board of Directors if he considers that the proceedings are disadvantageous to the interest of the Foundation.
  2. That he shall keep himself informed of all the activities of the Foundation.
  3. That he shall be empowered to appoint and at his discretion, remove or suspend such managers, secretaries, officers, clerks, agents and servants from permanent, temporary or special services and to determine their powers and duties and fix their salaries.
  4. That he shall supervise the working of the Foundation, guide and help the office bearers, and Directors in discharge of their duties towards the Foundation.
  5. That the Chairman in empowered to appoint honorary member(s) of Board of Director whom shall not have voting power.
  6. That the orders and guidance of the Chairman with in the frame work of the powers delegated to him shall be binding on all the Directors and employees of the Foundation.
  7. That he shall exercise the right of casting vote in any of the meeting of the Foundation.
  8. That he shall approve the minutes and agenda of all the meetings.
  9. That he shall ensure that the constitution is duly carried out in all respects.
  10. That the Chairman shall be legally entitled to appoint Deputy Chairman on such terms and conditions as he may deem fit, who in his absence/demise shall be entitled to exercise all or any of obligations of the Chairman and shall be responsible for all the management, supervision and control of the Foundation funds and properties.
  11. That he shall be empowered to give award or allow anyone pension, gratuity or compensation to any employee of the Foundation, or his widow, children dependants, that may appear to the Chairman just or proper, whether such employee or his widow, children or dependants have or not a legal claim upon the Foundation.
  12. That the Cairman shall have power to invest the Foundation funds or any part thereof or any other money from time to time or upon such lands building, stocks, securities, whatsoever nature of in any other manner as the managing Trustee his own consideration may deem fit and shall have power to alter any  transcation such investment of the same or like nature without being liable or responsible for any loss or damage if occasioned thereby.
  13. That the Chairman may at any time employ any expert or other professional person and may” seek advice from any technical or professional expert on any point arising in connection with Foundation as he may deem necessary.
  14. That the Chairman will be entitled to pay out from income of the Foundation for expenses including cost of the stamp duty incurred / to be incurred in the creation of the Foundation or any other expenditure without discharging duties and functions.
  15. That the Chairman has the power to purchase or otherwise acquire for the Foundation, property, rights or privileges which the Foundation is authorize to acquire at such price and generally on such terms and conditions as he may think fit.
  16. That the Chairman has the power to pay for any property, rights or privileges acquired by or services rendered to the Foundation either wholly or partially in cash or otherwise.
  17. That the Chairman has the power to give to any person employed by the Foundation a commission on sales or purchases or on the profits of any particular business or transaction or a share in the general profits and such commission or share of profits and the same shall be treated as part of the working expenses of the Foundation.
  18. That the Cairman has the power to set aside such portion of the profits of the Foundation as  he may think fit, from a fund to provide for such person, gratuities or compensation, or to create any provident or benefit fund such manner as the Chairman may deem fit.
  19. That the Chairman has the power to make advances and loans without security or on such security as he may deem proper
  20. Chairman as special powers to suspend or terminate any Director on serious allegations after issuing three show cause notices as per law.

POWER AND FUNCTION OF DEPUTY CHAIRMAN

That the Deputy Chairman shall be empowered to exercise all or any of the powers and discharge all and any of the obligations and functions attached to the office of the Chairman on his direction or in his absence or demise.

GENERAL SECRETARY:

 

  • That the General Secretary shall act in consultation with the Cairman and be responsible to the Board of Directors for his duties and responsibilities.
  • That he in consultation with the Chairman shall prepare the Agenda, call meetings of the Board of Directors in accordance with the provisions of the constitution, prepare an put minutes of the subsequent meeting for confirmation and maintain them for the execution of all the resolutions and directions of the Board of Directors.
  • That he shall prepare Annual Report about the work done by the Foundation and submit it in the meeting of the Board of Directors for consideration ad approval and subsequently in the General Meeting, as the case may be.
  • That he shall be responsible for submission of returns and documents as desired by the Registration or any other authority.
  • That he shall be responsible for office management and records of the Foundation.
  • That he shall verify all the bills, vouchers etc and forward them to the Secretay Finance for scrutiny and payment. That he shall be Ex-official member of all sub-Committees.
  • That he shall be responsible for safe custody of all the property of the Foundation.

 

 SECRETARY FINANCE

 

  • That the Sec.Finance shall maintain Books of Accounts in respect of the receipts and payments and all transaction of the Foundation.
  • That he shall be responsible for the finance of the Foundation.
  • That he shall deposit all the receipts in the Bank account of the Foundation duly approved by the Board of Directors.
  • That he shall be responsible for proper auditing of the Foundation account by an Auditor duly appointed by the Board of Directors.
  • That he shall put up the annual audited report about income and expenditure in the General Meeting and get it approved.
  • That he shall receive and collect all donations, grants, aid, subscriptions, dues and other payments on behalf of the Foundation and will issue proper receipts thereof.
  • That he shall maintain accounts of the Foundation in proper registers and present monthly statement of income & expenditure in the meeting of the Board of Directors.
  • That he shall get the accounts examined by the Chairman and General Secretary quarterly and put up the quarterly report of the accounts and statements and shall suggest the means of increasing the sources of the incomes of the Foundation.

 

SECRETARY INFORMATION

 

  • He will responsible for the Media coverage
  • He will issue press releases, news to Newspapers and Electronic Media
  • Any press release on any subject will be issued with the mutual understanding of Chairman Foundation.
  • He will responsible to maintain the record of Media coverage of his period.
  • He will publish annual progress report of the Foundation with  the consent of Chairman and General Secretary.
  • He will manage the coverage of social Media and also Foundtions website updates. 

MEMBERSHIP

A. ELIGIBILITY FOR MEMBERSHIP
Any person having the following qualification shall be eligible for Membership of the Foundation –
i. Who is major and of sound mind.
ii. Who is interested in the activities of the Foundation
iii. Who has reputable character
iv. Who agrees to abide by the constitution and by laws of the Foundation
v. Who abide by the rules and regulations of Foundation can be member of HRPF.
vi. Any member can not cost vote in election of HRPF. After the mutual understanding of board of Directors any member can be declared as Director

B. CATEGORIES OF DIRECTIRSHIP
i. Regular Director: Any person whose application for Directorship is approved by the Board of Directors may become regular Member of the Foundation.
ii. Honorary Director: The Board of Directors of the Foundation may nominate any person who has rendered e
service to the cause of humanity and social development as honorary Director.
iii. Co-opted Director: The Board of Directors may select any person as co-opted Director for special purpose(s).

C. PROCEDURE OF ADMISSION OF DIRECTOR
i. Regular Director : Person having qualification as lay down herein before and desirous to become regular Director shall apply on prescribed form of the Foundation to the Board of Directors, which shall have the power to accept or reject any such application.
ii. Honorary or Co-opted Director: The Board of Directors of the Trust shall nominate Honorary or Co-opted Director,

D. PROCEDURE OF REJECTION
Persons whose applications for Directorship are rejected by the Board of Directors can apply again after laps of one year. He can also appeal before Chairman if he has solid grounds. The decision of Chairman will final any Director have no right to oppose it.

E. RIGHTS & PRIVILEGES OF DIRECTORS
i. Regular Directors shall have the right to vote seek election and take part in the meetings/functions of the Foundation.
ii. Honorary or Co-opted Director shall not have right to vote or hold office but can participate in the meetings and functions of the Foundation.


F. PROCEDURE OF SUSPENSION CANCELLATION AND RESIGNATION OF DIRECTORSHIP
Directorship may be suspended or cancelled on one or more of the following grounds:
i. Any Director who fails to attend the meeting of Board of Directors without prior intimation and justification continousley three times shall be suspended to be a Director.
ii. If the conduct of any Director is deemed by the Board of Directors to be prejudicial to the interest of the Foundation his directorship shall be cancelled according to the following procedure.
             a. The Board of Directors during which he shall submit a written explanation of his conduct shall give him a notice of at least 7 days.
             b. In the event of his explanation being found unsatisfactory the Board of Directors may either administrator a warning or may ask the Director to                   resign his directorship from the Foundation forthwith.
i. Any Director may on his own record withdraw/Directorship by sending his resignation in writing to the General secretary.
ii. The Board of Directors may cancel Directorship of any Director who becomes incapable to perform his duties.
iii. In the case of serious allegations Chairman can issue show cause any to Director three times.If allegations proved chairman can terminate any alleged Director.