(The Companies Ordinance, 1984)
(XL VII of 1984)
Company Limited by Guarantee and
Not Having a Share Capital
(A Company exempted from using the words “(Guarantee) Limited” as part of its name under section 42of the Companies Ordinance, 1984)
Memorandum of Association
of
CLEAN Environment Fund
I.
II.
III.
The name of the Company is the “CLEAN Environment Fund”.
The Registered Office of the Company shall be situated in Islamabad, Pakistan.
The Company is limited by guarantee not having share capital and is formed not for
profit within the meaning of Section 42 of the Companies Ordinance, 1984 organized
and established with the objective to regulate, promote conservation, preservation of
environment and sustainable management of natural resources in Islamabad Capital
Territory (ICT) including territories and areas falling in the jurisdiction of Pakistan
Environmental Protection Agency/Authority through various means, including
financial and technical assistance and to create awareness amongst the people to
protect and improve living and non-living environment through mutually agreed
mechanisms. In accordance with the purpose for which the Company is established,
any of the following activities may be under taken by the Company:
1. To establish, manage and operate “Clean Environment Fund” initially funded by the
Government of Pakistan, for regulating, conservation, protection and sustainable
management of environment and other natural resources in the jurisdiction of federal
government and to provide technical, financial, institutional, managerial assistance and
provide training and education and promote research and monitoring for all matters
connected hereto.
2. To establish, manage and operate “Clean Environment Fund” to meet the ongoing costs
of management of environmental issues in the jurisdiction of the federal government
and to sponsor, promote and provide assistance including financial, institutional,
advisory and training to any and all persons including private and public sector
organizations, business, companies, institutions, partnerships, firms, sole proprietorships,
non government organizations, voluntary agencies and societies, communities involved
in stemming the environmental degradation and pollution functions and to maintain
their use, option, amenity and other values for the benefit of future generations and for
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enhancing the ecological sustainability of baseline development programmes in the afore
mentioned jurisdictions.
3. To establish and maintain analytical and GIS Labs for monitoring and assessment of
environmental indicates, natural resources and produce reports and publish the state of
Environment Report for Pakistan.
4. To procure, arrange, secure, receive and accept aid, grants, loan and endowments and
such sums for the promotion of its aims and objects as may arise to it from any lawful
source and proceeds from sustainable use activities, and make available the same for
utilization by any and all persons connected or involved with conservation, protection,
rehabilitation and improvement of the environment as well as prevention control of
pollution either directly, through partnership or through creation of funds for channeling
the same.
5. To ensure effective, efficient and more profitable investment and management of the
Company funds for promotion of its aims and objectives.
6. To provide funding and to undertaking relevant activities in its jurisdiction which are in
conformity with the aims and objects of and in the manner approved by the Company.
7. To support regulatory and monitoring activities within its stipulated jurisdictions to
ensure compliance with the Pakistan Environmental Protection Act, 1997, enacted
environmental rules / regulations besides National Environmental Quality Standards
(NEQS) within the jurisdiction of federal government agreed to by both communities and
government bodies responsible for monitoring and protection of the environment /
biodiversity conservation activities.
8. To deposit all the EIA/IEE, Labs registration fees, fine imposed on the defaults, other and
cash receipts and deposit into the Clean fund to be used for environmental protection,
research, studies, mass awareness reporting and other activities with the approval of
BoD. Twenty percent of the net fine receipts shall go to award to the staff involved in
raids/monitoring.
9. To pay all costs, charges and expenses, which the Company may have to pay lawfully
with respect to the formation and registration of the Company.
10. To promote research and stimulate innovative ideas, methods, techniques, processes for
maintaining, promoting and protecting the environment on sustainable basis.
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11. To promote, facilitate & negotiation of Environmental NGO, CBO’s and other local level
Civil Society Organizations in support of protecting environment through awareness &
advocacy.
12. To undertake efforts leading to institutional development and capacity building of any
and all types of organizations, voluntary agencies, societies, community groups or any
other set up involved in any institutional, financial, social, technical or other activities
directed towards maintenance, promotion, protection and conservation of the
environment and ensuring sustainable development.
13. To involve private sector, civil society, academia, researches and relevant individuals for
protection and sustainable development of environment.
14. To create, establish, augment and support mechanisms to ensure that the systems for
financing any projects whose objectives commensurate with the overall objectives of this
Company are transparent, thereby reducing discretion and ensuring optimum utilization
of funds.
15. To sponsor, promote and provide in various forms and manners, assistance including
financial, institutional, advisory and training to organizations or institutions and entities
involved in achieving objectives matching with the objects of the Company.
16. To support initiate, undertake and promote research activities directed towards
furtherance of the objects of the Company and to support research and training
institutions, to grant stipends, scholarships, fellowships, to set up committees, subcommittees and study groups, to organize seminars, workshops, conferences and to
undertake publication of reports, periodicals, monographs, bulletins, journals and books
or other publications in furtherance of the objects of the Company.
17. To establish Green Radio and Green TV channels for mass awareness in partnership with
public or private media agencies.
18. To, directly or indirectly, provide technical expertise or management services that
support, promote, facilitate, manage, advance, encourage or recompense the
preservation, restoration, protection and conservation of environment in its jurisdiction.
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19. To promote and foster community participation and encourage women’s participation in
the protection, conservation of environmental activities within the jurisdiction of PakEPA.
20. To do all such other lawful acts and things as are incidental or conducive to the
attainment of the beneficial objects of the Company.
21. Notwithstanding anything contained hereinabove it is specifically declared that the
Company shall not act as a banking Company, leasing Company, investment Company or
insurance Company, nor shall the Company engage in any unlawful purpose or activity
and shall keep all or any of its activities within the meaning of section 42 of Companies
Ordinance, 1984.
IV.
Pursuant to the aforesaid purposes and objects and subject to applicable law in Pakistan
and approval of the Board of Directors, the Company may:
1. Raise funds, and accept donations, grants or financial assistance or loans from any
Government, private, international or any other sources and agencies, institutions in
Pakistan and abroad for use in the projects consistent with the purposes and objects
hereof and secure the Company by procuring charge, lien, encumbrance and other
adequate securities.
2. Prepare and adopt bye-laws, make rules and regulations, code of practice, criteria of
selection of persons, operation manuals, eligibility criteria for disbursement of funds
in accordance with the objectives of the Fund and rules of business not inconsistent
with Pakistan law or this Memorandum for facilitating the proper functioning and
administration of the Company and any Funds set up by it, transaction of its affairs
and implementation of the projects and programs sponsored by it.
3. Institute, conduct, defend or compromise legal proceedings before any forum, court
or tribunal by or against the Company or its Members or employees in respect of
matters affecting the affairs of the Company.
4. Contract out any management or operational functions to reputable intermediaries
connected with the protection and conservation of environmental management.
5. Do all such other acts and things alone or in conjunction with other organizations or
persons, as the Company may consider necessary, incidental or conducive to the
attainment of the above objectives.
6. Hire professionals for specific tasks, undertake projects, initiate joint ventures and
engage in other such activities for the protection and sustainable management of
environment.
7. Each number of the BoD shall be entitled to a daily, allowance of Rs.10000/- for
attending the board meeting.
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8. Provide honorarium award to the staff for their outstanding performance aiming at
improving efficiency of the company with the approval of the BoD.
9. Hire the services of a medical insurance company for providing medical insurance to
the staff of the company.
10. Regular staff of the company shall be hired and paid monthly salaries in various
postion for which service rules shall be framed and got approved by the BoD.
However, till appointment of regular staff, regular staff of Pak-EPA may be given
additional charge of the posts relating to their qualification / experience with
provision of additional charge allowance.
V.
It is hereby declared that:
a.
The income of the Company when so ever derived shall be applied solely towards the
promotion of the objects of the Company as set forth in the Memorandum of Association
and no portion thereof shall be paid or transferred directly or indirectly by way of
dividend, bonus or otherwise by way of profit, to the Members of the Company:
Provided that nothing herein contained shall prevent the payment in good faith of
remuneration to employees of the Company or any other person for any services actually
rendered to the Company. No Director of the Company shall be appointed to any salaried
office of the Company or any office of the Company paid by fees and no remuneration or
benefit in money or moneys worth shall be given by the Company to any Director, except
daily allowance and reimbursement of cost of travel and other out-of-pocket expenses.
b.
No addition, alternation or amendment shall be made to or in the provision or
regulations contained in Memorandum or Articles or Association for the time being in
force unless the same shall have been previously submitted to and approved by the
Securities and Exchange Commission of Pakistan.
c.
The Company is being formed as a Public Company Limited by guarantee and not having
share capital.
d.
Patronage of any government or authority expressed or implied shall not be claimed
unless such government or authority has signified its consent thereto in writing.
VI.
The liability of the Members is limited and shall not be challenged in any court for acts
done in the interest of the company.
VII.
Each member of the Company undertakes to contribute to the assets of the Company in
the event of it being wound up while he is a Member, or within one year afterwards, for
payment of the debts and liabilities of the Company contracted before he ceases to be a
Member, and of the costs, charges and expenses of winding up, such amount as may be
required not exceeding Rs.50,000/- (Rupees Fifty thousand only).
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VIII.
Notwithstanding what is stated hereinbefore, if upon winding up or dissolution of the
Company there remains, after satisfaction of all its debts and liabilities, any property
whatsoever, the same shall be given or transferred to Pakistan Environmental Protection
Agency.
IX.
Clauses IV to VII of this Memorandum of Association contain conditions on which a
license is granted by the Securities and Exchange Commission of Pakistan to the
Company in pursuance of Section 42 of the Companies Ordinance, 1984.
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We the several persons whose names and addresses are subscribed below are desirous of being formed
into a Company in pursuance of this memorandum of Association.
S.#
Name and
Surname (present
and former) in full
and block letters
Father’s /
Husband’s
name in full
Nationality /
former
Nationally
Occupation
Residential
address in
full
Joint
Secretary,
Climate Change
Division
Joint
Secretary
(Corporate
Finance), Finance
Division
Joint
Secretary,
M/O Law.
DG(Env.), CDA,
Islamabad.
Representative of
ICT
Director
Labour& Industry
of ICT.
Environment
Professional- Mr.
Mehboob
Elahi
Ex-DG(Env.)
from ICT.
Civil Society Rep.
Head
WWF,
Islamabad Office.
Chairperson
Islamabad
Chamber
of
Commerce
&
Industry.
A representation
from Academic;
NUST faculty.
A representative
from
Research
Institute – PARC
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Dated the ____________________ Day of _________________ _________________
Witness to above signatories:
Name: ______________________ Signature: __________________________
CNIC #
Father’s Name ________________ Occupation: _________________________
Full Address: _____________________________________________________
Nationality: ________________
(The Companies Ordinance, 1984)
7
Signature
(XL VII of 1984)
Company Limited by Guarantee and
Not Having a Share Capital.
Articles of Association
Of
CLEAN Environment Fund
Preliminary
Whereas it has been agreed by the several persons whose names are hereunto
subscribed to establish and incorporate a company limited by guarantee without share
capital under the provisions of the Companies Ordinance, 1984 (hereinafter referred to
as “the said Ordinance”) in the name of Clean Environment Fund, in accordance with the
provisions of Memorandum of Association hereto annexed and subject to the several
regulations hereinafter contained, which shall be the regulations for the management of
the Company and for the observance of Members thereof and their representatives and
the same shall, subject to any exercise of the powers of the Company, in reference to the
repeal or alternation of, or addition to, its regulations by special resolution as prescribed
by the said Ordinance, be such as are contained in these Articles.
Interpretation
1.
In these Articles:
(a)
Unless the context otherwise requires words and expressions contained in these
Articles shall have the same meaning as are given in the Companies Ordinance,
1984.
(b)
The “environment” shall means
i.
ii.
iii.
iv.
v.
vi.
vii.
air, water and land;
all layers of the atmosphere;
all organic and inorganic matter and living and modified organisms;
the ecosystem and ecological relationships;
buildings, structures, roads, facilities and works;
all social and economic conditions affecting community life, and
the inter-relationship between any of the factors specified in
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sub-clauses (i) to (vi).
(c)
Words in the singular shall include the plural and vice-versa; words importing the
masculine gender shall include the feminine gender and words importing persons
shall include bodies corporate.
(d)
“The Ordinance” means the Companies Ordinance 1984 (XLVI of 1984); and
every statutory modification thereof for the time being in force.
(e)
“The Board” means the Board of Directors of the Company as constituted under
the provisions of these presents.
(f)
“The Company” means “Clean Environment Fund”.
(g)
“General Meeting” means a meeting of the members for the time being of the
Company.
(h)
“Clean Environment Fund” means the fund established by the Company and
funded by the Government of Pakistan. The fund shall be derived from the
sources; (a) Grants made or loans advanced by the Federal Government or the
Provincial government, (b) Aid and assistance, Grants Advances, Donations and
other non obligatory funds received from foreign Governments, National or
International agencies, and Non-Government Organization; (c) Contributions
from private Organizations, and other persons.
(i)
“Pollution” means the contamination of air, land or water by the discharge or
emission of effluent or sewage, wastes or air pollutants or noise or other matter
which either directly or indirectly or in combination with other discharges or
substances alters unfavorably the chemical, physical, biological, radiational,
thermal or radiological or aesthetic properties of the air, land or water or
unclean, noxious or impure or injurious, disagreeable or detrimental to the
health, safety, welfare or property of persons or harmful to biodiversity.
(j)
“Month” means a calendar month.
(k)
“CEF” means Clean Environment Fund.
(l)
“In writing” means typed or printed.
(m)
Reference in these Articles to any provision of the Ordinance shall be construed
as a reference to such provision as modified or re-enacted by any statute for the
time being in force.
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The Company
CARDINAL PRINCIPLES
2.
The cardinal principles governing the whole operations of the Company shall be as
follows (All operations of the Company must be on these principle):
(a)
The Company is not a profit and a political organization. It will ensure that its
resources shall not be used for any purpose (s) other than the objects of the Company.
The company or its resources shall not be used for any political or purpose other than the
objects of the company.
(b)
The Company shall only utilize a part of the income earned by it on the principal
amount received and invested by or on its behalf to carry out its objects and not the
principle amount itself and to ensure that such principal amount is always held in a
separate account as Endowment Fund.
(c)
To utilize the income from the Endowment Fund strictly for the objects of the
Company and in accordance with any agreements subject to which it received any
monies forming part of the Endowment Fund.
(d)
To ensure that the resources of the Company are utilized through a consultative
and transparent process.
(e)
To treat the income and other monies of the Company as a sacred trust and it
shall be the prime responsibility of the Company to administer and manage resources of
the Company with due diligence and transparent fiduciary responsibility and for the
advancement of the objects for which the Company has been established.
(f)
To ensure that the Company’s operations are subject to sound financial and
operational management principles.
(g)
To ensure that no more than twenty percent (20%) of the income from any
amount(s) forming part of the Endowment Fund or any other monies received by the
Company is used by the Company to meet administrative costs and expenses.
(h)
To ensure that an independent asset/fund management firm of international
qualification and repute be appointed by the Company through a competitive bidding
process conducted in a transparent and accountable manner to invest on the company’s
behalf the funds received by it.
Company As Company Limited By Guarantee:
3.
The Company is a public company limited by guarantee not having a share capital.
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Membership
4.
a)
The subscribers to these presents and to the Memorandum of Association
hereunto annexed whose names appear in the register of the Members, shall be the
Members of the Company, together with such other persons as shall be admitted to
Membership of the Company from time to time, and shall be deemed to have agreed to
become a Member of the Company in accordance with and in pursuance to these
presents.
b)
The Company shall consist of Ten (10) Members out of which the quota for
Federal Government is of four (4) Members who shall be nominated by the Government
(one of whom shall represent the Climate Change Division, one shall represent the
Ministry of Finance, one shall represent the Ministry of Law, DG (Env.) CDA, Chief
Commissioner Representative from ICT and Director General, Pak-EPA as well as from exofficio private members will be one technical expert (i.e. Ex-DG, (Env.), a Representative
of Islamabad Chamber of Commerce, one person from Civil Society, one Ex-officio
members each from the Academia and Research Institution.
(c)
Due regard shall be given to skills and disciplines, in the composition of the
General Body. Any person, who is a loan defaulter, or is a sponsor of a Company which is
a loan defaulter, or who holds political office or is an office-bearer of a political party or
otherwise ineligible to hold any such post under or by any law cannot be a Member of
the Company.
(d)
Any person interested in the promotion of good governance and engaged in any
voluntary activities with a proven record of experience, knowledge and interest in
environment protection, is eligible to become a Member of the Company on invitation by
Board of Directors, except a person who is a loan defaulter, or is a sponsor of Company
which is a loan defaulter, or a person who holds political office or is an office-bearer of a
political party or otherwise is ineligible to hold any such post under or by any law.
Membership application will be required to be recommended by the two (2) existing
Members and approved by two-third majority of the Board.
(e)
The Company shall maintain a roll of Members, clearly indicating their full names,
addresses and occupations. Every Member shall sign the same. If a Member of the
Company changes his address, he shall forthwith notify his new address to the Chief
Executive of the Company, who shall thereupon cause the new address to be entered in
the roll of the Members. Where, however, a Member does not notify any change of
address to the Chief Executive, the address appearing in the roll of Members shall be
deemed to be correct address of the Member. The said roll of Members also called a
Register of Members shall be maintained at the registered office of the Company.
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Founder and Ordinary Members:
5.
The Company shall have “founder Members” and “Ordinary Members”:
a)
The following bodies (being the subscribers to the Memorandum of Association of the
Company) shall be the Founder Members of the Company. All other members will be
“Ordinary Members”.
b)
i.
Government of Pakistan, Climate Change Division, (J.S Climate Change Division).
ii.
Government of Pakistan, Ministry of Finance (J.S Corporate Finance).
iii.
Government of Pakistan, Ministry of Law (J.S Legal).
iv.
Technical Expert / Environmental Specialist, (Mr. Mehboob Elahi).
v.
DG Pak-EPA act as Chairperson of the BoD.
The General Body
1)
The Founder Members and the Ordinary Members shall together constitute the
General Body of the Company.
2)
Powers and Functions
Subjects to these presents and the Ordinance, the General Body shall, inter alia,
have the following powers and functions, namely:
(i)
(ii)
(iii)
To give overall policy guidance and direction for the efficient functioning
of the Company;
To approve the annual budget of the Company drawn up by its board;
To consider and approve the audited balance sheet and income and
expenditure account for the previous year;
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(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
To consider the annual report prepared by the Board of Directors of the
Company;
To amend these presents, if deemed necessary, by way of addition,
alternation, modification or substitutions with the prior approval of the
Securities and Exchange Commission of Pakistan;
to perform such other functions as are entrusted to it;
to delegate such of its powers and functions to other authorities of the
Company as it may consider necessary and proper;
to appoint auditors and fix their remunerations;
to admit new Ordinary Members to the Company;
to terminate Membership of any Ordinary Member.
To conduct election of Directors.
Resignation By Member
6.
(a)
The Board may accept the letter of resignation of a Member desirous of
resigning from membership of the Company provided that the number of
Members at any time is not reduced below seven (7). On the acceptance of the
letter of resignation by the Board, the Member resigning shall cease to be a
Member of the Company and a Member of the Board.
Removal of Ordinary Member
6.
(b)
Notwithstanding anything contained herein, any Ordinary Member may be
removed from the membership of the Company by special resolution of the
Company in General Meeting.
General Meeting
Annual General Meetings When To Be Held:
7.
a)
The first Annual General Meeting of the Company shall be held at such time not
more than eighteen (18) months after the incorporation of the Company, and at
such a place, time and date, as the Board of Directors may determine.
b)
Subsequent Annual General Meetings of the Company shall be held at least once
every calendar year at such time and place as may be determined by the Board
of Directors, but not more than fifteen calendar months after holding of the last
preceding Annual General Meeting and not more than four months from the
closing of the annual accounts.
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c)
The above-named General Meetings shall be called Annual General meetings. All
other Meetings of the Company shall be called Extraordinary General Meetings.
Extraordinary General Meetings:
8.(a)
The Director may at any time call an Extraordinary General Meeting and shall, on
the requisition in writing of Members representing not less that one-tenth of the
voting power on the date of requisition, proceed to call an Extraordinary General
Meeting subject to Section 159 of the Ordinance. If the Board does not proceed
within twenty-one days from the date of the requisition being deposited to cause
an Extraordinary General Meeting to be called, the requisitionists or a majority of
them may themselves call the Meeting, but in either case any meeting so called
shall be held within three months from the date of deposit of the requisition.
(b)
Extraordinary General Meetings shall be called for any amendment in the
Memorandum of Association and Articles of Association.
(c)
The Board may also whenever it thinks fit convene an Extraordinary General
Meeting for any other purpose. The Extraordinary General Meetings could also be
requisitioned by the Members.
(d)
Any such requisition shall specify the objects of the Meeting required and shall be
signed by the requisitionists, and shall be deposited at the Company’s office. The
Meeting must be convened for purposes specified in the requisition, and if
convened otherwise than by the Board of Directors, for those purposes only.
Notice of Meetings:
9.
Twenty-one days written notice at the least (exclusive of the day on which the Notice is
served or deemed to be served but inclusive of the day for which it is given) specifying the
agenda, place, the day and the hour of meeting and, in the case of special business, all facts
concerning such business shall be given in the agenda and in a manner provided by the
Ordinance for calling meetings to such persons as are under the Ordinance or these Articles
entitled to receive such Notices from the Company.
Omission To Give Notice:
10.
The accidental omission or the non-receipt of notice of a General Meeting by any
Member shall not invalidate the proceedings at the General Meeting provided that the notice of
the meeting alongwith agenda and any other key document relating to the business of the
meeting has been sent by registered post or courier.
Proceedings At Meeting
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Special Business:
11.
All business shall be deemed special that is transacted at an Extraordinary General
Meeting and also all that is transacted at an Annual General Meeting, with the exception of the
consideration of the accounts and balance sheets and the reports of the Board and Auditors
thereon, the election of Directors and the appointment of and the fixing of the remuneration of
the Auditors.
Quorum:
12.
(a)
N business shall be transacted at a General Meeting of any kind specified above
unless a quorum of Members is present at the time when the Meeting proceeds to business.
(b)
In case of Annual General Meeting and Extraordinary General Meeting the
quorum shall be one-thirds of the total number of members or six, which ever is greater at the
time of the Meeting out of whom at least one each shall represent the Climate Change Division,
one shall represent the ICT, one representing the CDA, one representing Civil Society and one
representing the academic or research.
Lack of quorum:
13.
If within half an hour of the time appointed for the Meeting a quorum is not present, the
Meeting if called on the requisition of Members, shall be dissolved; in any other case, it shall
stand adjourned to the same day in the next week at the same time and place, and if at the
adjourned Meeting a quorum is not present within half an hour from the time appointed for the
Meeting, it shall be reconvened at another suitable date and time after consultation with
permanent ex-officio members.
Who To Preside Over Meetings:
14.
The DG (Pak-EPA) shall chair every Meeting of the Company.
Adjournment of Meeting:
15.
The Chairman may with the consent of Members present at any Meeting at which a
quorum is present (for if so directed by the Members) adjourn the Meeting from time to time,
and from 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 more than ten days, notice of the adjourned meeting and the
business to be transacted thereat shall be given as in the case of an original Meeting. 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.
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Poll
16.
At any Meeting a resolution put to the vote of the Meeting shall be decided on a show of
hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by the Chairman or by at least four (4) Members present having the right to vote on
the resolution. Unless a poll is so demanded declaration by the Chairman that a resolution on a
show of hands has or has not been carried, or carried unanimously, or by a particular majority,
and an Entry to that effect in the book containing minutes of proceedings of the Company shall, until the
contrary is proved, be conclusive evidence of the fact, without proof of the number or proportion of
votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.
POLL TO BE TAKEN AS CHAIRMAN DIRECTS:
17.
Except as provided in Article 19, if a poll is duly demanded it shall be taken in such manner as the
Chairman directs, and the results of the poll shall be deemed to be the resolution of the Meeting
at which the poll was taken.
CHAIRMAN’S CASTING VOTE:
18.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall
be entitled to a second or casting vote.
POLL ON ADJOURNMENT:
19.
A poll demanded on a question of adjournment, shall be taken forthwith a poll demanded on any
other question shall be taken at such time, not more than 14 days from the day it was demanded,
as the Chairman may direct.
VOTES AT MEETINGS
VOTES OF MEMBERS:
20.
(a)
On a show of hands or on a poll every Member present in person shall have one vote.
(b)
Any corporation or body corporate which is a Member of the company may by resolution
of its Directors or other governing body authorize such person as it thinks fit to act as its
representative at any Meeting of the Company or any class of members of the company
and the persons so authorized shall be entitled to exercise the same powers on behalf of
the corporation which he represents as that corporation could exercise if it were an
individual Member of the Company, present in person. A corporation attending a
Meeting through such representative shall be deemed to be present at the Meeting in
person.
VOTE BY MEMBER PERSONALLY AFFECTED:
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21.
(a)
A Member shall not be entitled to vote on any matter which personally affects him, or
persons closely related to him even through he might be present, and the Chairman may require
him to withdraw during the discussion, and he shall in that case withdraw accordingly. The
decision as to which persons are closely related to a member shall be taken by the Chairman,
which shall be final and binding on the Members.
(b)
A director who vacates his office as a director will also cease be the member of General
Body.
NO PROXIES:
22.
Votes (whether on a show of hands or on a poll) shall be given personally and not by proxy.
THE BOARD OF DIRECTORS
THE BOARD
23.
The Board shall comprise of following 10 members:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Three nominees of the government of Pakistan being the J.S Climate Change Division,
Joint Secretary, Ministry of Law and Joint Secretary Ministry of Finance.
Chairman CDA, Islamabad representative DG (Env.) CDA.
Director Agriculture/Industry Commissioner office, ICT, Islamabad.
The representative of WWF Islamabad office.
One being from reputable Environment Specialist (i.e. ex-DG, Env.).
One member from the ICCI.
One from Academia and one from Research Institution.
CHAIRMAN:
24.
(a) The Chairman of the Board shall be the Director General, Pak-EPA. He shall not have dayto-day responsibilities other than chairing the Meetings and providing support to the Company
in its relations with the Government.
VICE – CHAIRMAN:
(b)
ADVISORS:
25.
A federal government member of the BoD will act a Vice Chairman.
The Board may invite any person or body other than the Director of the Board to attend any
meeting of the Board but such person or representative of body shall not be entitled to vote
thereat.
FIRST DIRECTORS
17
26.
The first Directors shall be six (6), being representatives of founder Members of the Company.
Subsequently, upon the admission of new ordinary members all members of the General Body
shall have a representative who shall be a director of the Board, in case of legal persons, or
themselves be directors, in other cases.
FIXATION OF THE NUMBER OF DIRECTORS
27.
The Board shall fix the number of Directors to be elected not later than thirty-five (35) days
before the convening of the General Meeting at which Directors are to be elected. However, at
no time the total number of Board Members will exceed 12, as defined in clause 23 above.
REPLACEMENT AND RETIREMENT OF DIRECTORS
28.
(a)
The first Directors being ex-official shall not retire but will be replaced on request
of the respective agencies/department/divisions/Ministries/Organizations.
(b)
One third of the Directors from the Ordinary Members i.e. nominees of the
academia / research institution technical member, private sector members and the
individuals from the Civil Society shall stand retired and repealed at the seconds and each
subsequent Annual General Meetings, provided they have completed at least 2 years as a
member of the Board. No director shall retire in the first year of the incorporation of the
Company.
ROTATION OF BOARD
29. (a) RETIREMENT OF DIRECTORS
Any single term of Directors from the Ordinary members shall be not more than three (3) years.
One-third of elected Directors shall retire every year at the Annual General meeting, starting
from the second Annual General Meeting. A director who vacates his office as a director will also
cease to be the member of General Body.
29. (b) WHO TO RETIRE
The Directors to retire in each year pursuant to Article 29 (a) shall be those who are ordinary
member and have been longest in office. As between two or more who have been in office an
equal length of time the Directors to retire shall, in default of arrangement between them, be
determined by lot. The length of time a Director has been in office shall be computed from his
last election if he has previously vacated office. A retiring Director shall be eligible for re-election.
29. (c) ELECTED DIRECTORS:
The Board shall elect new Director s at the first and every successive Annual General Meeting to
replace the Directors, who stand retired pursuant to Article 29 (b) and in Extraordinary General
Meeting to replace the Directors from Ordinary Members retiring in between two Annual
General Meetings.
18
29. (d) MANNER OF ELECTION OF DIRECTORS
The Directors of the Company to be appointed pursuant to Article 23 (e &f) shall, unless the
number of persons who offer themselves to be elected is not more than the number fixed under
Article 27, be elected by the Members in general meeting in the following manner, namely:
30.
(i)
each Member shall have one vote for each vacant position;
(ii)
separate voting will take place for every seat to be filled; and
(iii)
the candidate who gets the highest number of votes shall be declared elected as director
against that seat.
REMOVAL OF DIRECTORS:
The company in an Annual general Meeting or Extraordinary General Meeting may, be special
resolution, remove from office any elected Director, subject to provisions of section 181 of the
said Ordinance.
APPOINTMENT/ELECTION OF DIRECTOR UPON REMOVAL/VACTION OF OFFICE:
31.
Upon a Director being removed from office or vacating his office under Article 44 the Board may
appoint another person who is from the same category of Members set out in Article 4 to fill the
casual vacancy caused by such removal or vacation. A person appointed as Director in place of a
person removed from office or in place of a person vacating his office under Article 44 shall be
treated, for the purpose of determining the time at which he is to retire, as he bad become
Director on the day on which the person in whose place he is appointed was last elected or
appointed a Director: Provided that, if the Director to be so replaced was appointed pursuant to
Articles 23 (a) to 23 (d), the casual vacancy shall be filled up by a person nominated by the same
body or person who had nominated the Director to be so replaced.
19
POWER TO INCUR EXPENDITURE
EXPENDITURE TO BE WITHIN BUDGETARY LIMITS:
32.
The Board shall keep the expenditure within the limits of the approved budget, as per the
parameters established in Article 2 of Cardinal Principles laid down in this document.
POWERS AND FUNCTIONS OF BOARD OF DIRECTORS
GENERAL POWERS OF BOARD OF DIRECTORS:
33.
(a)
The business of the company shall be managed by the Board who may pay all expenses
incurred in promoting and registering the Company, and may, subject to Articles 33, 34, and 35
exercise all such powers of the Company as are not, by the Ordinance or by these Articles,
required to be exercised by the Company in any meeting subject nevertheless to be previsions of
the Ordinance of these Articles and to such regulations, being not inconsistent with the aforesaid
provision, as may be prescribed by the Company in a meeting, but no regulation made by the
Company in a Meeting shall invalidate any prior act of the Board which would have been valid if
that regulation had not been made. The board shall exercise all such powers as are vested in it
by Section 196 (2) of the Ordinance by means of resolutions passed at its meetings.
(b)
Without prejudice to the generality of the provision of Article 33 (a), the Board shall have
the powers, subject to the Ordinance and these presents, inter alia, to:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
establish Bye-Laws and Service Rules of the Company;
eligibility criteria for individuals and organizations, and financial and technical
assistance to any and all, and procedures for periodic auditing, reporting,
monitoring and evaluation of the activities funded by the Company;
prepare and execute detailed plans and programs for the furtherance of the
objects of the Company;
consider the annual and supplementary budgets placed before it and pass them
with such modification as may be deemed necessary for being submitted to the
General Body;
prepare the annual report and cause the preparation of the accounts of the
Company for consideration of the General Body;
create posts and appoint such staff as may be required for the efficient
management of the affairs of the Company and regulate the recruitment and
terms and conditions of their service;
receive and to have custody of the funds and resources of the Company and
manage the properties of the company;
incure expenditure subject to the provisions of the approved budget, and in
accordance to Article 32 above.
Enter, for and on behalf of the Company, into agreement including those
containing arbitration clauses;
20
(x)
(xi)
(xii)
(xiii)
(xiv)
Establish, maintain, amalgamate and / or close down Company offices, etc. as
may be deemed appropriate;
Enter into agreements with the Government and with the approval of the
Government with foreign Governments and international agencies and
organizations and (without such approval) other Pakistani public or private
bodies or organizations or individuals for securing and / or accepting grants to
the Company on mutually agreed terms and conditions, provided that such terms
and conditions shall not be contrary to or inconsistent with the objects of the
company as detailed in the Memorandum of Association hereto annexed;
appoint boards, committees, sub-committees and panels, consisting of persons
who may or may not be Members of the Company or employees of the Company
to deal with any specific task as may be determined form time to time;
to impose and recover fees and charges for the services rendered by the
Company; and
to contract out operational and management functions if and when required to
reputable firms of companies
APPOINTMENT OF ATTORNEYS, AUDITORS AND ADVISOR:
34.
The Board may form time to time by power of attorney appoint any company, firm or person or
body of persons as attorneys and advisors of the Company, whether nominated directly or
indirectly by the Board for such period and subject to such conditions as they may think fit.
POWER TO SIGN CHEQUES, NOTES ETC:
35.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all
receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or
otherwise executed, as they case may be, in such manner as the Board shall from time to time by
resolution determine.
MINUTE BOOKS:
36.
The Board shall cause a fair and accurate documentation of all resolutions and proceedings at all
Meetings of the Board and Company and of any committees of the Board to be kept in time
bound volumes provided for the purpose.
SIGNING OF ATTENDANCE BOOKS:
37.
Every Member present at any Meeting of the Company and every Director present at any
meeting of the Board or committee of the Board shall sign his name in a book to be kept for the
purpose.
PREPARATION OF MINUTES:
21
38.
Minutes of every meeting of the Board shall be prepared immediately thereafter and a copy
thereof in their unconfirmed state shall be sent to every Director within seven days of such
meeting.
CONFIRMING OF MINUTES:
39.
Minutes of all meetings of the Company and of all meetings of the Board shall be presented at
the next ensuing meeting of the Company or the Board (as the case may be) and if confirmed,
shall be signed by the Chairman in the meeting.
INSPECTION OF MINUTES:
40.
Minutes of the Board shall be open for inspection by any Director during office hours without
charge subject to such reasonable restrictions as the Company may be these Articles or in a
Meeting impose.
CHIEF EXECUTIVE & SECRETRY
APPOINTMENT AND REMOVAL OF CHIEF EXECUTIVE:
41
(a)
The Board shall appoint a person other than Director of the Board as Chief Executive for
day to day business of the company, for such period not exceeding three years and on such terms
as they deem fit. The chief Executive shall be deemed to be a Director and shall be entitled to all
rights and privileges and subject to all liabilities of the office of a Director.
41 (b) The Board may by Resolution passed by not less than three-fourths of the total number of
Director, or the company may b Special Resolution passed in Annual General Meeting or an
Extraordinary meeting by Special Resolution remove a Chief Executive before the expiry of his
term of office notwithstanding anything contained (if any), in these Articles or in any agreement
between the Company and the Chief Executive.
APPOINTMENT OF SECRETARY
42.
The Secretary may be appointed by the Board on such terms and conditions as it may think fit;
and a Secretary so appointed may be removed by the Board in a manner as to be prescribed in
the operation manual of the Company to be developed by the Board.
SEAL
22
43.
The Secretary shall keep the Seal of he Company in safe custody. It shall only be used by the
authority of a resolution of the Board, and every instrument to which the Seal shall be affixed
shall be signed by the Chairman of the Board or in his absence by the Vice-Chairman of the Board
(or in their absence, by one other Director as the Board shall nominate) and by one other
Director as authorized by the Board and shall be countersigned by the Secretary (or by a third
Director). An instrument duly sealed and purporting to e signed by such three persons shall
considered as properly executed.
DISQUALIFICATION OF ELECTED DIRECTOR
VACATION OF OFFICE OF ELECTED DIRECTOR:
44.
The office of an elected Director shall ipso factor be vacated if:
(a) he is or becomes ineligible to be appointed a Director on any one or move of he grounds
enumerated as follows, that is to say, he:
(i)
is a minor;
(ii)
is of unsound mind;
(iii)
has applied to be adjudicated as an insolvent and his application is pending;
(iv)
is an undercharged insolvent;
(v)
has been convicted by a court of a law for an offence involving moral turpitude;
(vi)
has been debarred from holding such office under any provision of the Ordinance;
(vii)
has betrayed lack of fiduciary behavior and a declaration to this effect has been
made by the Court under Section 217 of the Ordinance at any time during the
preceding five years;
(viii)
in not a member;
(ix)
is defaulter of loan, as specified under section 187 of the said Ordinance;
(b) he absents himself form three consecutive meetings of the Board or from all the meetings of
the Board for a continuous period of three months, whichever is the longer, without leave of
absence from the Board: Provided that the appointment of an alternate director will
constitute leave of absence from the Board to the Director for whom such alternate is
appointed during such Director’s absence; or
(c) he or any firm of which he is a partner or any private Company of which he is a director:
(i)
(ii)
without the sanction of the Board in a Meeting accepts or holds any office of profit
under the Company other than chief Executive, legal or technical advisor or banker.
Accepts a loan or guarantee from the Company in contravention of Section 195 of
the Ordinance.; or
(d) he resigns by notice to the Board; or
(e) he is removed from office by special resolution of the Company in an Annual General
Meeting or an Extraordinary General Meeting, subject to provisions of section 181.
23
ALTERNATE DIRECTORS
POWER TO APPOINT:
45.
Any Director not permanently resident in Pakistan or any Director so resident but intending to be
absent from Pakistan for a period of not less than three months may appoint any person
acceptable to the Board to be an Alternate Director of the Company to act for him. Every such
appointment shall be in writing in the had of the Director making the appointment. An alternate
Director so appointed shall not be entitled to appoint another Director, but shall otherwise be
subject to the provisions of the Articles with regard to Directors. An alternate Director shall be
entitled to receive notices of the meetings of the Board, and to attend and vote as a Director at
any such meeting at which the Director appointing him is not personally present, and generally to
perform all the functions of his appointer as Director in the absence of such appointer an
Alternate Director shall also ipso factor cease to be an Alternate Director if his appointer for any
reason cease to be a Director of if and when his appointer returns to Pakistan, or if the appointee
is removed from office by notice in wiring under the and of he appointer.
PROCEEDINGS OF THE BOARD
MEETINGS OF BOARD
46.
The Board may meet together for the dispatch of business, adjourn, and otherwise hold its
meetings as it thinks fit. In any event, the Board shall meet at least three times a year. All
meetings of the Board will be held in Islamabad. The Board may however meet anywhere else,
provided it has been discussed and agreed to in preceding meeting held at Islamabad. The
Chairman of the Board or the Vice-Chairman or two other Directors may at any time summon a
meeting of the Board. Not less than (14) days notice shall be given to the Directors of any such
meeting and the agenda and working papers for the meeting shall be circulated to the Directors
prior to such meetings.
QUESTIONS TO BE DECIDED BY MAJORITY VOTE:
47.
All questions arising at a meeting of the Board, except the admission of new members and the
removal of the Chief Executive, for which specific voting requirements are set above, shall be
decided by a majority of votes provided the majority includes the IUCN and the Climate Change
Division. In the event of an equality of votes howsoever given the Chairman shall in addition to
his deliberative vote have a second or casting vote.
QUORUM OF BOARD MEETINGS:
24
48.
The quorum necessary for the transaction of the business of the Board shall be two thirds of the
Directors, but no less than six (6) of whom at least one shall represent the Federal Government
(Climate Change Division) one each shall represent the CDA & IUCN, one from representing civil
society.
AS TO PRESIDING AT BOARD MEETINGS:
49.
The Secretary, Climate Change Division, shall chair every Meeting of the Company, but if he is not
present, Vice Chairman shall preside and in his absence, any one of the Members from the
Federal Government present may be elected by the Members present, to be the Chairman of the
Meeting.
STANDING COMMITTEES:
50.
The Board may appoint such Standing committees for the different branches of he Company’s
work as it may think proper. Each Standing Committee shall consist of a Chairman and such
Directors and other persons as the Board may appoint. It shall be the duty of each Standing
committee t investigate, report and make suggestions upon any matter submitted to it by the
Board. Any resolution passed by a Standing Committee shall be subject to confirmation by the
Board. All Directors shall be entitled to attend meetings of each Standing Committee but only the
appointed members shall have the right to vote thereat. The quorum of each Standing
Committee shall be determined by the Board. Subject to he provisions of these Articles, each
Standing Committee may conduct its proceedings in such manner as it may think proper.
EXECTIVE COMMITTEE:
51.
If required, the Board may appoint an Executive Committee consisting of such number of
members of the board as its deems fit and may delegate to it any of their powers not required by
law to be exercised in a Board meeting. The Executive committee shall frame its own rules (with
the approval of the Board). Executive Committee will be subjected to the rules of Standing
Committees for conducting its business but shall conform to any restrictions that may be
imposed on it by the Board of Directors. Minutes of all meetings of the Executive Committee shall
be kept and circulated to all the Directors.
SUB-COMMITTEES:
52.
In addition to the Standing Committees hereinbefore mentioned the Board may refer any matter
to a Sub-committee consisting of such Directors and other persons as the Board may appoint to
deliberate and report to the Board thereon. The quorum of such Sub-Committee shall be
determined by the Board. Subject to the provision of these Articles, the Sub-committee may
25
conduct its business in such manner as it thinks proper. All decisions of the sub-committee will be
subject to the confirmation of the Board.
PROCEEDINGS OF STANDING & SUB-COMMTTEES:
53.
A Standing Committee or Sub-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 an equality of votes the chairman of such Committee shall have a second or casting vote.
Minutes of all meetings of the Standing Committee or Sub-committee shall be kept and
circulated to all Directors, and will be notified by the Board in the next meeting.
POWER OF THE CHAIRMAN TO ASK A DIRECTOR TO WITHDRAW FROM BOARD MEETING:
54.
A Director shall not be entitled to vote on any matter which affects him personally or which he is
obliged to disclose or declare under section 214 of the Ordinance not shall he be considered
present for the purpose of forming a quorum even through he might be present, and the
Chairman of the Board may require him to withdraw during the discussion, and he shall in that
case withdraw accordingly. The decision as to which persons are closely related to a Member
shall be taken by the Chairman, which shall be final and binding.
RESOLUTION BY CIRCULAR:
55.
Subject to Section 196 (2) of the Ordinance a resolution in writing circulated to all the Directors
and signed by majority of the Directors shall be as valid and effectual as if it had been passed at a
meeting of the Board duly called and constituted. Transmission of documents and signature of
resolutions by facsimile or other electronic transmission shall be effective for purposes of
circulating and executing documents and resolutions. Minutes taking and recording requirements
as provided above shall also apply to these documents.
WHEN ACTS OF MEETINGS OF BOARD & COMMITTEES VALID NOTIWITHSTANDING DEFECT IN
APPOINTMENT:
56.
All acts done by any meeting of the Board, or of an Executive Committee, Standing Committee or
Sub-Committee or by any person acting as a Director or Alternate Director or a member of any
such Committee shall (notwithstanding that it be afterwards discovered that there was some
defect in the appointment or any such persons acting as aforesaid, or that they or any of them
were disqualified) be as valid as if every such person had been duly appointed and was qualified
to act unless there is an objection raised by a member.
26
ACCOUNTS
BOOKS OF ACCOUNT:
57 (a) The Board shall cause proper books of account to be kept as required by Pakistani law with
respect to:
(i)
all sums of money received and expanded by the Company and the matters in respect of
which the receipt and expenditure takes place;
(ii)
all sales and purchases of goods by the company; and all assets and liabilities of the
company.
57 (b) The chairman of the Board and the chief Executive will sign the Audited Accounts and Directors’
Report.
BANK ACCOUNTS
57 (c) The Bank Accounts of the Company shall be kept, subject to requirements under Pakistani law,
with one or more banks, as determined by the Board: Provided that, until the First board
meeting, the Director General Pak-EPA, shall be authorized to open the bank Account for the
company, whose operation will be determined by the Board.
BOOKS OF ACCOUNT TO BE KEPT AT REGISTERED OFFICE:
58.
The books of account shall be kept at the registered office of tile Company or subject to Section
230 of the Ordinance, at such other place or places as the Board thinks fit; and shall always be
open to inspection by the Directors. Proper books shall not be deemed to be kept if there are not
kept such books of accounts as are necessary to give a true and fair view of the state of the
Company’s affairs and to explain its transactions.
BOARD TO COMPLY:
59.
The Board shall from time to time in accordance with Sections 233, 234, 236, 237 and 241 of the
Ordinance, cause to be prepared and to be laid before the Company in Annual General Meeting
such income and expenditure accounts, balance sheets, group accounts (if any) and reports as
are referred to in those Sections.
BALANCE SHEET AND ACCOUNTS:
60.
Copies of the audited income and expenditure account, balance sheet and reports (all of which
shall be prepared in accordance with any statutory requirements for the time being in force) and
of any other documents required by Pakistani law to be annexed or attached thereto or to
accompany the same shall not less than twenty-one clear days before the date of the Annual
27
General Meeting be sent to the Members and to all other persons entitled to receive notice of
such Meeting in the manner in which notices are hereinafter directed to be given.
ACCOUNTS OTHER THAN STATUTORY ACCOUNTS:
61.
In addition to such statutory accounts as aforesaid and without prejudice to the rights of the
Company or the Board to require accounts more frequently the Board shall cause to be prepared
and sent to all Directors statements of income and expenditure, the periodicity and content of
which shall be as determined by the Board form time to time, and be accompanied by a report of
the Company’s activities during the period covered by the statement. The statement and the
report both signed by the Chairman of the Board and Chief Executive shall be sent to the
Directors as the Board may direct.
AUDIT
APPOINTMENT AND DUTIES OF AUDITIROS:
62.
The accounts of the Company shall be audited by a Chartered Accountant of international
reputation and qualifications to be appointed in Annual General meeting and their duties shall be
regulated in accordance with Sections 252 to 260 of the Ordinance: Provided, however, that first
Auditors shall be appointed by Board of Directors.
AUDITORS REPORT TO BE ATTACHED TO BALANCE SHEET:
63.
The Auditor’s Report on the balance sheet and the accounts shall be attached to the Balance
Sheet, and the Report shall be read before the Company at the Annual General Meeting and shall
be open to inspection by any member or Director.
MEMBERS AND DIRECTORS NOT TO DISCLOSE INFORMATION:
64.
No Member or Director shall except insofar as is necessary and proper in the ordinary course of
his duties make public or disclose to any person or other body any information as to the affairs.
Of the Company or any institutions under its control, or anything relating to their employees,
consultants or as to any other matters which may come to his knowledge, in the course of his
duties as such Member or Director as aforesaid. The service agreement of all senior or
28
professional employees and all agreements retaining the services of consultants and other
persons of comparable status shall embody a clause in terms similar to this Article.
NOTICES
HOW NOTICE TO BE SERVED ON MEMBERS:
65.
(a)
A Notice shall be given by the Company or the Board of Directors to any Member
or
Director, by sending it by prepaid registered post to him at his registered address or, if he has
no registered address in Pakistan, to the address, if any, within Pakistan supplied by him to the
Company for the giving of notices to him.; Notices to any person residing out of Pakistan shall be
sent by telex or facsimile or by airmail in addition to the address, if any, within Pakistan supplied
by him to the Company for the giving of notices to him.
SERVICE BY POST:
(b)
(c)
Where a notice is sent by registered post, serve of the Notice shall be deemed to be
effected by properly addressing, prepaying and posting a letter containing the Notice
and, unless the contrary is proved, it shall be deemed to have been effected and served
within the period the normal registered post is delivered. Where Notice is sent by telex
or facsimile it shall be deemed to have been served upon a clear transmission of the
same.
If a Member has no registered address in Pakistan and has not supplied to the Company
an address within or outside Pakistan for the giving of notices to him, a notice addressed
to him in particular or to all members in general and advertised in a newspaper
circulating in the province in which the registered office of the company is situate shall
be deemed to be duly given to him on the day on which the advertisement appears.
NOTICE OF GENERAL MEETING:
(d)
Notice of all General Meetings shall be given in any manner hereinbefore authorized to
every Member and the Auditors for the time being of the Company. No other person
shall be entitled to receive Notices of General Meetings.
REGISTERED AND PRINCIPAL OFFICES OF THE COMPANY:
66.
The registered office may, but need not be, the principal office of the Company. The registered
office of the company may be relocated as the Company may decide and subject further to any
approvals that may be required by Pakistani law.
AMENDMENT
67.
These Articles of Association may, with the prior approval of the Securities and Exchange
commission of Pakistan, be amended, modified, substituted, altered or repealed by a three
fourth majority of the Members present and voting on a special resolution for the purpose at any
29
General Meeting of the Members, provided that a notice in writing specifying the amendment
being proposed shall have been served on the Members of the Company, at least twenty-one
days prior to the Meeting. Any omission in the document or procedure shall make the business of
the company null and void.
WINDING UP
68.
The Company may be wound up voluntarily if a special resolution is passed in a General Meeting
requiring the Company to be so wound up. Provisions contained in Part XI of the Companies
Ordinance, 1984 shall apply in case of winding up of the Company.
30
We the several persons whose names and addresses are subscribed below are desirous of being formed
into a Company in pursuance of these Articles of Association.
S.#
Name and
Surname (present
and former) in full
and block letters
Father’s /
Husband’s
name in full
Nationality /
former
Nationally
Occupation
1.
Mr. Dilshad Ahmed
Baber
Pakistani
Joint Secretary
(Admn.)
Climate Change
Division,
Cabinet Secretariat
LG&RD Building,
G-5/2, Islamabad.
2.
Mr. Zahoor Ahmed
Pakistani
3.
Ms. Huma Akhtar
Chughtai
Pakistani
Joint Secretary
Corporate Sector
Ministry of Finance
Q Block
Islamabad.
Joint Secretary
Human Right Wing
Ministry of Law
State life Building,
Islamabad.
4.
Mr. Mehboob Ellahi
Pakistani
Ex-Director General
5.
Dr.
Muhammad
Khurshid
Pakistani
Director General
Pakistan Environmental
Protection Agency
(Pak-EPA)
Climate Change
Division
Plot No. 42, Street No.
6, H-8/2,
Islamabad.
Rustam Khan
Residential
address in full
Dated the ____________________ Day of _________________ _________________
Witness to above signatories:
Name: ______________________ Signature: __________________________
CNIC #
Father’s Name ________________ Occupation: _________________________
Full Address: _____________________________________________________
Nationality: ________________
31
Signature