The Ultimate Memorandum Example from Trade Union

General Meeting

27.       The general Meeting of the company will be held within eighteen months of being company registered and after it minimum one meeting will be held in calendar year, which any way not to be exceeded on fifteen months. Place of and time of meeting will be fixed by the Board of Directors. The said meeting will be called as "General Meeting" and except this meeting the other meeting of the members in "Additional General Meeting" or "Emergency Meeting".

28.       Must have to issue the notice of not more than fourteen days for the purpose general meeting under section 87(2) of the company Act and in this notice if found any unexpected error or happened any obstacle for getting notice of the members, so the discussion taken in the general meeting will not be considered as cancelled, through a short time notice the meeting may be called on the basis of desire and consent of the all members.

29.       3 (Three) members must have to present in the general meeting to accept the work report and procedures and the decision will be taken as per jointly decision.

30.       The Directors when feel necessity of general meeting they shall have the right to call the same, it may be general meeting or additional general meeting.

31.       The chairman of the Board of Directors of the company will precede each general meeting, in any meeting it equal number of vote to be caste in position and opposition, the chairman will. At any time if the chairman will be absent or if the chairman will disagreed to conduct the works the present members will select the chairman.

32.                                      The meeting which will be held for the purpose of work performance of any subject, that is never to be obstructed for the purpose of vote demand, but if not wise any question except demand of vote.

VOTE OF THE MEMBERS

33.       Every physically present member will raise the hand and as one vote will be canted for each member and in condition of pole each present member or representative or power of attorney given vote as one vote will be contend for the purpose of share of themselves.

34.       Before 72 hours from meeting starting the meeting the representative appointment letter, Power of Attorney or any other papers by which the representative has been appointed for vote with signature and attested copy by the Notary Public must have to deposit to the company office. Otherwise the said documents not be considered as legal.

35.                                      If any member on whose demanded the deferred value of the share or any other dues, that member shall have no right to present in the meeting and to give vote and he/she shall have no right to represent of any other member and by his/her presence not to be counted as quorum of the meeting.   

BOARD OF DIRECTORS

36.       If there is not taken the other type of decision in the general meeting of the general meeting of the company, the number of directors of the company will be at least three and not more than ten.

37.       Determining of eligibility of the director will the share number 500 of which each value 100(one hundred) and the shares will in the single name, it will not to be the name in jointly.

The following persons will be the first directors of the company:

1.      Al - Haj Mohammad Ali.

2.      Al- Haj Md. Nazrul Islam

3.      Al- Haj Md. Abul Kashem

4.      Al- Haj  Md. Anwar Hossain (Kazal)

38.                    If be presented two of the director in the meeting, the quorum will be filled up, for only

as per of any previous decision, if the stayed out side of the country or to be stayed in other place, there could be made decision in the meeting, but it would be in the written form.

39.                    Allowance of the director and other facilities will be accepted in the meeting of the

director's council.

40.                    To fill up of the additional or temporary post, the directors could be made appointment at

any time to a new director. It would be observed that due to this new appoints, total number of directors would not be exceeded.

POWER OF THE DIRECTORS

41.              The overall controlling power of the company will be on hand of the director's council and all of the business and management responsibility will be on hand of the managing director. The managing director will be borne about the expenses of the Company establishment and the cost of Registration. There is not to be prohibited according to the company Act of the year 1994 and which ever is effected by the next legal amendment of its non opposite decision which may accepted in the general meting of the company, such of all power shall be conducted by the Managing Director. But in the general meeting of the company, any kind of decision, there will not to be made any kind of work of the directors which has previously done, at that time this decision is not accepted or not to be effected.

CHAIRMAN

42.               Alhaj Mohammad Ali will be the first Chairman of the Company. He would be established in this post for five years unless if he is not to be treated as eligible in the Company Act Section 108(1) of not to be resigned in self willingly. He would be treated as the chief executive of the company. His salary and allowance and remuneration and other facilities would be selected by the director's council.

43.              The Chairman could be invited at any time for the meeting of the director's council. But if any director be wished to invited the meeting of the directors council or to be wished, then he would be informed of the Chairman on written basis and will be requested to invite of the meeting and after received of the notice, the Chairman will be invite meeting at an immediate.

44.              In each of the general meeting and in the meeting of the director's council, the Chairman will be presided over. If be castled vote in equal number in favor and dis-favor of the decision, the Chairman will be castled his vote for selection of second place and his decision shall be treated as final and he would be made sign to the decisions of all meeting.

45.              For any specific cause, if the Chairman be absented or he is to be stayed our of the country or to be refused to conduct the activities of any meeting on written basis, the present members would be selected for the Chairman of that meeting.

46.              Any kind of decision is accepted in the meeting of the directors council or in any meeting of the company and after declaration by the Chairman and if be written it in the decision book of the company and if be signed it by the Chairman, the fact of appropriate/truth or in this point, if be written of vote and after this, there will not to be arisen of question if it would be further election or not.

47.              If be arise for the demand of vote to elect of the chairman or any question about postponed, the solution of it will be given by the chairman.

48.              For the purpose of development of the company, there will be made advising to any director including any managing director and after it, for to implementation, there will be imposed responsibility to any director including managing director.

49.              As per decision of the director's council, the Chairman could be made sign in the Agreement with any other company, Bank-Insurance or any other organization on behalf of the company which will be treated as the company Act.

50.              The chairman could be made supervision of the company office or any mill factory under of it or any organization or any kind of business could be investigated at any time and could be taken early decision in against of any mis-rule and for to make implementation, could be given for necessary direction to any director including the managing director.

51.              The chairman could be made signing for sale and purchase of any property and of any contract. 

52.              Any kind of rent, account, salary of any employee, allowance, bonus, income and expense etc. matter and in any official work, the chairman and the managing director will be made joint signature.

53.              Bank Account of the company and signature of the Bank Account Transaction, the Chairman will be signed it due to absent of the managing director.

54.              The Chairman could act as the representative in any field on behalf of the company.

 MANAGING DIRECTOR

55.              The business and all of the activities will be conducted by the management and supervision of the managing director. Md. Alhaj Nazrul Islam will be the first Managing Director of the company and he will be posted to this post for the period of five years, unless, if he would be declared as not eligible according to the company Act section 108(1). As per decision of the directors council, there will be fixed about the remuneration of the managing director. There could be made increase/decrease to the interest of the business.

56.              After put signature by the chairman about the decisions of the directors council, the managing director will be performed for to make implementation or make supervision of it.

57.              As per decision taken by the directors council, the managing director will be taken with understand about conducting of the office and all of the works of the office as like office rent, paying of different bill, and imposed work of the Office Officers, Clerk, Cashier, Typist, Peon, Guard, Sweeper including all other staffs and if be needed, there will be provided for necessary directions.

58.              For to make implementation of the decisions taken by the directors council, the managing director shall be responsible and to make implementation of the decision, could be accepted co-operation of any director including the chairman.

59.              If be wanted by the managing director, he could be visited to any mill factory and organization under of this company and would be submitted on written basis about the progress, demotion or change or extension of the company to the Chairman which will be presented to the meeting of the directors council for to take decision.

60.              While visiting of the managing director in any organization under of the company and if be found any kind of mis-rule or anti-position of  any to the company, at immediate he would be discussed with the chairman and could be taken for the necessary action on joint signature with the chairman and it would be made pass in the next meeting of the directors council.

61.              Salary Allowance, all of the expensed account including the voucher and all other documents and relevant work, there would be the joint signature of the managing direction and the chairman.

62.              The Managing Director would be made signing with any organization, bank, insurance or any other organization for the agreement on behalf of the company.

63.              As per taken decision by the directors council, the managing director could be run any suit/case, to be appointed about Lawyer or in this field could be performed for all kinds of works and on behalf of the company could be replied about show cause notice.

64.              To the interest of the company, the managing director could be set up office in any place of Bangladesh, to be appointed of representative or to be submitted any kind of written recommendation the chairman of the company and could be presented it in the meeting of the directors council and will be come to awareness about the submitted decision.

65.              As per decision of the directors council, the managing director could be sold or kept of any movable and immovable property to the interest of the company by the joint signature of the company chairman and by him and could be bought of any new property.

66.              As per decision taken by the directors council, the managing director could be acted as representative on behalf of the company in any field.

BANK ACCOUNT

67.              As per decision taken by the directors council, there will be started an account in any schedule /commercial bank by the name of the company and this account would be operated by the joint signature of the managing director and any of the director and could be performed of the money deposit, withdraw etc. works. But it would be performed according to the decision of the directors council.

YEARLY RETURN

68.              According to the section 32 of the company Act, the yearly Return will be prepared by the company.

COMPANY SEAL

69.              The common seal of the company will be on the custody of the managing director. Those of documents where will be this seal to be affixed which will be attested by any directors authorized by the managing director or by the directors council. Affixed of this seal and signing will be treated as final prove for given of company seal on this document.

NOTICE

70.              Notices of the company could be issued through the person, through the post office and after given advertisement in the local newspaper, if not to be proved as similar and if be posted after written of properly name and address and affixed with stamp and if be posted it properly and then it will be treated as issued in timely.

71.  If be given notice to any member through the person or through the post office which will

be sent to his address written in the members list. About the company related or in related of winding up summon, advertisement, order, decree and all kinds of documents will be included under the terms "Notice".

DIVIDEND AND RESERVE FUND

72.              Profit of the said year and from the reserve fund kept for the previous year, dividend could be given. There could be created about the special reserve fund from the company profit by the director and to the fact of increase capital or will have the right in full power to apply in any other means.

73.              The directors will be made reserved tax and other funds in consideration after made deduction of the general expenses and from the net profit and after of it, from the balance money, there would be determined about the amount of the dividend.

74.              If be found more or less amount in between of the paid capital among the different share holders, the company will be distributed about the dividend according to the paid capital.

75.              Dividend will be declared in the general meeting of the company, but the amount of it would be more than the recommended dividend amount by the director's council. 

ACCOUNT SHEET

76.              According to the Companies Act 1994 of its section 181 or according to its rule or the bearing amendment, the directors council be appointed one or one more account examiner / auditor. Each of the account will be examined and after approved in the general meeting will be treated as final.  But it would be counted except of the default account and this default will be correct in early in later period.

AUDIT VERIFICATION

77.              For to make audit of all the accounts of the company, there would be appointed one or one more auditor. His or their activities would be controlled by the company Act Rules of the year 1994 of its section 144 and 145 or state prepared amendment made or if the effected by any other Act, will be controlled by this.  Profit and Loss account of the company for each year and the balance sheet which is signed by the auditor and the director would be presented to the general meeting of the company and would be approved it and after of it will be treated as final account performed of the said year. If be found any fault error in the audited account or if be needed for to make amendment, there will be taken effective step before finalization of the next year account about this matter.

ARBITRATION

78.              If be found any difference opinion in any matter about the Memorandum of Article, any

other fact of the Act or about the program of the company or be found dispute in between of the company its members, this will be solved according to the Arbitration Act of the year 1940 and to be sent to the Arbitrator and each of the party would be appointed one of the Arbitrator. Two of the disputed parties will be appointed one of the Umpires and their judgement and decree will be treated as final and should be treated as obligatory. 

INDEMNITY AND RESPONSIBILITY

79. The Managing Director and other directors, officers and employees and to the interest of the company and during to the period of maintaining of the company duty in simplicity of mind and if be found for a loss and to be expensed money, then the company will be made compensation to him or to them. But this kind of loss or money expense will not to be occurred for any kind of negligence of any body. This demurrage will be paid from the own fund of the company and this kind of demand application will be given preference than any other demand application.

WINDING UP

80. If it is come to a position for to winding up of the company and for to distribution of the property of the company among the members and in support of fully paid about the collected capital if be found non-sufficient, then these property will be distributed according to the amount of the paid capital and as such the members could be made acknowledgement about the amount of self ownership that means before the winding up which should be paid to them.  If the company property on behalf of distribution among the members and to paid up collected capital is found sufficient and up to this part will be distributed according to the amount of share ownership of the company.