Memorandum of Association

1) Name of the Society:

2) Registered Office of the Society

3) Postal Address

4) Area of Operation

5) Aims and Objectives

1) To promote growth of Green Building Construction and its sub –

specializations
2) To undertake construction and repair works including Buildings ,
roads, lanes and Parks when necessary
3) To collaborate with national and international agencies in creating
better understanding of environment friendly construction technology
4) To undertake rehabilitation programmes for socio economically
weaker section and Physically challenged persons
5) To promote and establish low cost retail outlets for construction
materials
6) To establish Research and development centre for construction
Technology
7) To establish cost effective building material production units.
8) To protect environment and soil erosion
9) To establish minerals and metals processing units
10) To provide consultancy and undertake the construction work in the
remote and inaccessible areas including Tribes settlements.
11) To undertake emergency rehabilitation programmes as the part of disaster
management.
12) To provide need based technical consultancy for the construction of
buildings, roads and other civil works
13) To provide technical support for the protection of Archeological
monuments
14) To provide training for masons / interested beneficiaries in the
constriction of building by using ready to use building materials within the
shortest possible time and money at their disposal for the purpose.

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15) To generate awareness on “Environmental protection” among the
people
16) To establish storage centers for reviver sand, rocks and
17) To promote and foster feelings of unity, co-operation and mutual help
and to eliminate unhealthy competition and unfair trade practices among the
contractors.
18) To encourage the trade, industry and profession of construction works
and all other ancillary and allied trades and industries.
19) To advise and assist the members in technical, non-technical and legal
matters.
20) To set up arbitration machinery independently or jointly with other or
others for settlement of disputes between members and/or members and non-
members arising out of or in any way connected with or touching the trade
and/or services rendered by such trade and industry.
21) To promote science of building and/or construction industry and with
that end in view to collect and disseminate amongst members, statistical and
technical information affecting the interests of the trade in general and
construction industry, trade and profession in particular and for that purpose
to print, publish, issue and circulate papers, periodicals, books, circulars and
other literature and hold seminars, meetings, conferences, discussions etc.
and to produce films etc.
22) To encourage and conduct research for progress in building and
construction trade and industry and any other profession connected therewith
and for that purpose to establish, construct, promote, form and maintain
testing institutions, laboratories, buildings, test houses, libraries, collection
of models, designs, drawings, articles of interest and such other information.
23) To provide first hand training or skilled training to construction
workers.
24) To encourage exports of building and construction materials and
services and to help solving the problems relating to export promotion in all
possible manners.
25) To help and promote the production and distribution of basic materials
in short supply, particularly with regard to construction industry.

DECLARATION

We the members of Governing Board, signed hereunder, whose names

and addresses are given below are desirous of being formed in to a

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 Society in pursuance of this Memorandum under the Travancore Cochin
Literary & Scientific Charitable Societies (TCL&SCS) Act under the
name of ………………………………………………… …………
…………………………. Dated………………….

Sl. Name Address Post Signature

No office
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 Rules and Regulations of the Society

1) Name of the Society:

2) Registered Office of the Society :

3) Postal Address

4) Area of Operations :

5) Aims and Objectives

1) To promote growth of Green Building Construction and its sub –

specializations
2) To undertake construction and repair works including Buildings ,
roads, lanes and Parks when necessary
3) To collaborate with national and international agencies in creating
better understanding of environment friendly construction technology
4) To undertake rehabilitation programmes for socio economically
weaker section and Physically challenged persons
5) To promote and establish low cost retail outlets for construction
materials
6) To establish Research and development centre for construction
Technology
7) To establish cost effective building material production units.
8) To protect environment and soil erosion
9) To establish minerals and metals processing units
10) To provide consultancy and undertake the construction work in the
remote and inaccessible areas including Tribes settlements.
11) To undertake emergency rehabilitation programmes as the part of
disaster management.
12) To provide need based technical consultancy for the construction of
buildings, roads and other civil works
13) To provide technical support for the protection of Archeological
monuments
14) To provide training for masons / interested beneficiaries in the constriction
of building by using ready to use building materials within the shortest
possible time and money at their disposal for the purpose.

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15) To generate awareness on “Environmental protection” among the people
16) To establish storage centers for reviver sand, rocks and
17) To promote and foster feelings of unity, co-operation and mutual help and to
eliminate unhealthy competition and unfair trade practices among the
contractors.
18) To encourage the trade, industry and profession of construction works and
all other ancillary and allied trades and industries.
19) To advise and assist the members in technical, non-technical and legal
matters.
20) To set up arbitration machinery independently or jointly with other or others
for settlement of disputes between members and/or members and non-
members arising out of or in any way connected with or touching the trade
and/or services rendered by such trade and industry.
21) To promote science of building and/or construction industry and with that
end in view to collect and disseminate amongst members, statistical and
technical information affecting the interests of the trade in general and
construction industry, trade and profession in particular and for that purpose
to print, publish, issue and circulate papers, periodicals, books, circulars and
other literature and hold seminars, meetings, conferences, discussions etc.
and to produce films etc.
22) To encourage and conduct research for progress in building and
construction trade and industry and any other profession connected
therewith and for that purpose to establish, construct, promote, form
and maintain testing institutions, laboratories, buildings, test houses,
libraries, collection of models, designs, drawings, articles of interest
and such other information.
23) To provide first hand training or skilled training to construction workers.
24) To encourage exports of building and construction materials and services
and to help solving the problems relating to export promotion in all possible
manners.
25) To help and promote the production and distribution of basic materials in
short supply, particularly with regard to construction industry.
6) These Rules shall be called the Rules and Regulations of
……………………………
……………………………………………………..
7) In these Rules, unless the context otherwise requires, they shall
mean and include all the Rules of
……………………………………………………………………
………….hereunder set out or that may be framed, altered

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 substituted, modified or added in the manner hereinafter provided
from time to time.
8) Interpretation – In the interpretation of these Rules, unless there is
anything repugnant or inconsistent with the subject or context:
9) “The Association” means the ……………………………………..
with its Headquarters and Registered Office at
………………………………………………….
10) “The Centre” means a Centre opened or started by the Association
in any part of the country for undertaking the activities with a
view to fulfilling the objects of the Association and which is
functioning and not closed.
11) “Region” means “Region-wise” division consisting of Centres of
the Association for the time being specified as hereinafter
mentioned.
12) “Year” means the financial year of the Association commencing
on the first day of April of every year and ending on the thirty-
first day of March of the subsequent year.
13) The official year of Centre means the financial year of Centre
commencing on April, each year.
14) “The Constitution” means the Memorandum of Association and
Rules and Regulations of the Association including Appendices
and Schedules annexed to Rules and Regulations.
15) “Members” shall mean and include, Individuals, Firms, Societies,
Companies, Co-operative Societies, District Nirmithi Kendras,
Self help Groups ,Banks, Associations, Corporations and any
other incorporated body

16) Classes of membership.

There shall be following classes of members,

a) Honorary members
b) Ex-Officio members
c) Ordinary skilled worker Members
d) Affiliated Association members
e) Associate Members

17.1) Honorary Members

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The General Council may confer Honorary Membership of the Association
upon any person or persons of distinction, in recognition of signal service to
the Association in particular and/or to the profession in general, to those who
are willing to accept it. Such Honorary members shall have no right to vote
at any meeting of the Association nor shall be entitled to be elected as
member of any Committee or hold any office

17.2) Ex-Officio members

Persons holding in charge of the Minister of Revenue, Government of

Kerala, Secretary to Government Revenue Department. Kerala,
Commissioner of Land Revenue, Kerala. Patron members are exempt from
payment of any fee like membership /entrance /application fee

17.3) Affiliated Association Members

Company, Co-Operative Society or any Corporate body or firm connected

with the trade, industry or profession of construction work or building
activity of any kind whatsoever and the manufactures of building materials,
hardware and construction equipment are eligible to become Members of the
Society
a) An affiliated Association member shall have only one vote which
shall be exercised by a representative nominated to the
Government body of the Society
b) An affiliated Association member shall pay an annual subscription
of Rs.10,000/- and entrance fee of Rs.1000/- towards such
membership

17.4) Ordinary Members

a) A member shall pay an annual subscription of Rs.1000/- and an

entrance fee of. This Membership will be effective from 1st April
of every year. Skilled workers are only eligible for this
membership.
b) An ordinary member shall have only one vote which shall be
exercised by a representative nominated to the Governing Body of
the Society

17.5) Associate Members

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 a) Any District Nirmithi Kendrs in the State of Kerala engaged in
construction industry may become Associate Member of the
Association by paying Rs.10,000/- as lump sum amount for the
entire period with admission fee of Rs.500/-.
b) An Associate Members (District Nirmithi Kendras) shall have
only one vote which shall be exercised by a representative
nominated to the Governing Body of the Society

18) Members and eligibility for voting.

18.1) Subscription for every financial year shall be paid during that
financial year, but not later than end of 30th June either directly at
the Head Office of the Association are eligible for voting.
18.2) The defaulting members shall not have any right to vote and/or
to be elected as members of the General Council or Managing
Committee or to hold any office in the Association

19 ) Disqualification and removal from membership of the

Association:

A person shall be disqualified for being selected as and for continuing

as a member of the Association.
(a) If he is found to be lunatic or a person of unsound mind; or
(b) If he has been adjudged insolvent; or
(c) If he has been convicted of an offence involving moral turpitude; or
(d) If in the opinion of the Association his membership is prejudicial to
the interest of the Association and its activities

20 ) Removal from membership of the Association.

A member excluding Ex-officio members can be removed from
membership by
with the simple majority at General Body of the Society and subject
to approval by simple majority in Managing Committee and, if the
member is:-

(a) Or becomes subject to any of the aforesaid disqualification or,

(b) In the opinion of the Association has failed or is unable to carry

out his duties

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 in the interest of the Association; provided that before such removal,
the member being removed, is given an opportunity to show cause
against his removal from the membership of the Association

21) Disciplinary action against members.

a) In the event of question arising with regard to the conduct of a

member, the Ex-Officio Chairman of the concerned Centre shall place it
before the Managing committee of the Society after getting it cleared with
simple majority for necessary action. If in the opinion of the Managing
Committee, the member has been found guilty of misconduct detrimental or
prejudicial to the interest of the Association or the reputation or the dignity
of trade, industry or profession of construction works or allied trade, the
Managing Committee may recommend to the General Body that the said
member may be warned or suspended for some period or for life or be
expelled for some period or for life or be expelled permanently No member
shall be so warned, suspended or expelled by the General Body of the
Association acting on the recommendations of the Managing Committee and
the General Body has passed a Resolution to that effect by a simple
majority of the General Body.

22) Rights, privileges, duties and liabilities of members.

22.1) Every member of the Association, whether a Patron, Member, Ex-

officio Member, ordinary member , Associate Member or an Affiliated
Association member shall subject to other rules and regulations in force
from time to time, be entitled to the same rights and privileges and subject to
the same duties and liabilities. He shall have access to and right to take
copies of or extracts from the minutes of the proceedings of the Association
on payment of prescribed fee provided at least three clear working days
notice in advance of his intention to do so or to have the same, is given to
the Executive Secretary. He shall then be entitled to be furnished with a copy
of the Constitution of the Association on payment of such a price as may be
prescribed by the Association from time to time.

22.2) Any member shall be entitled to resign from the Association. A

member and Affiliated Association member or Associate Member wishing to
resign their membership of the Association may do so by forwarding their
letter of resignation to the Executive Secretary at least one calendar month

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before the expiry of the financial year, otherwise he shall be liable to pay full
subscription for the next following year.

23Annual General Meeting and Powers and functions of the General

Body :

The Board of the society under a resolution shall within six months after the
close of the corresponding year call the annual general meeting at the
principal place of business of the society for the purpose of :
a) Consideration of the audited statement of accounts;
b) Consideration of the audit report and annual report;
c) Consideration of audit compliance report;
d) Disposal of net profits;
e) Approval for appointment of Auditors & fixation of remuneration;
f) Review of operational deficit, if any;
g) Creation of specific reserves and other funds;
h) Approval of the annual budget;
i) Review of actual utilisation of reserve and other funds;
j) Creation of specific reserves and other funds;
k) Approval of the long-term perspective plan and the annual operational
plan;
l) Review of annual report and accounts of subsidiary institution, if any;
m) Expulsion of members;
n) List of employees who are relatives of members of the board or of the
chief Executive;

o) Amendment of bye-laws, if any;

p) Formulation of code of conduct for the members of the board and
officers;
q) Election & removal of members of the board, if any;
r) Consider the statement showing details of loans or goods on credit if any
given to any director or to the spouse of the director or his/her son or
daughter during the preceding
year or outstanding against any of them;
s) Any other matter laid before it by the Board of Directors.

24. Amendment to Bye-laws:

The amendment to bye-laws shall only be passed by a resolution of

the meeting of the general body in which a quorum is present by a vote of

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not less than two thirds of the members present there and not less than 15
clear days’ notice for considering of such amendment has been previously
given.
25. Special General Meeting:

The Chief Executive, may at anytime, on the direction of the board, call a
Special General Body Meeting of the Society and shall call such meeting
within one month after the receipt of requisition from the Registrar or from
75% of the total number of members of the society to transact the business
as stated in notice of the meeting.

26. Notice for the General Meetings and Special General Meetings:

a) Annual General Meeting of the society may be called by giving not less
than 14 days notice in writing to all the members of the society.
b) Special General Meeting of the society may be called by giving not less
than 7 days notice in writing to all the members of the society;
c) The notice of the Annual General Meeting shall be accompanied by a
copy of each of the audited balance-sheet, profit and loss account together
with the auditor’s report relating to the preceding year and the report of the
Board of Directors thereon.
d) The notice of general body meeting shall be sent to members by any of
the following modes namely.
i) By local delivery or
ii) Under postal certificate. Besides, notice shall also be published in the
local news papers having wide circulation. Notice of the general body
meeting shall also be affixed on the notice board of the society and its
branches, if any

27 (1) Quorum of the meeting

The Quorum for the meeting s shall be 1/5 of the total board members

28 The Managing committee of the Association shall be consist of Ex-

Officio Chairman (Minister of Revenue, Government of Kerala), Vice-
Chairman (Secretary to Government Revenue Department. Kerala), Hon.
Gen. Secretary (Commissioner of Land Revenue, Kerala) and Hon.
Treasurer (Finance officer not below the Rank of Joint Secretary Finance
Department Government of Kerala) and Seven Executive Committee
included Chief Architect Kerala, Civil Engineering Expert, Environmental

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Expert , Nominee from Affiliated Members , Nominee form District Nirmith
Kendras, and Skilled workers representative 1 Member from Ordinary
skilled worker Members.

29 Term
The term of managing committee shall be three years, relocked form
the date of the first meeting.

30 Vacancies
Any vacancy in the Managing Committee shall be filled by
nomination by the Ex-officio Chairman.

31 Hon. Gen. Secretary

The Hon. Gen. Secretary shall be the Secretary of the Board and Council.

32 Powers of Chairman
1) To organize and promote the effective working of the association
and Branches it any
2) To take relevant steps in consultation with Board members in the
matter of appointment and retirement of salaried officers and other
official of the Association
3) To appoint staff and fix their emoluments
4) To delegate his functions in part or whole to any other board
member for specified periods, reasons and purpose
5) To authorize, in special cases, expenditure in excess of the budget
estimate already passed for the period, such expenditure shall be
subject to ratification of the Board of Directors
6) To decide about any programme to be organized jointly with any
other organizations if it sa in the interest of the association.
7) To invite any particular meeting of the Board of Directors.
8) Preside over the meetings

33 Duties of the Hon. Gen. Secretary

1) To be the Secretary of the Board meeting

2) To be responsible to issue notice of the meetings
3) To record the minute s of the meetings
4) To take necessary action on the decision taken and the resolution
passed by the Board meeting

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 5) To supervise the office of the Association

6) To supervise the preparation of the annual Report, Accounts and

other reports to be placed before the Board meetings
7) To have overall control on the employees of the association posted
at various offices
8) The Hon. General Secretary of the officer of the association having
the general power of attorney to represent the association in all
matters, Judicial and non-judicial and shall also have the authority
to sign any papers, documents, deeds etc. for and on behalf of the
Association
9) To take disciplinary action against the employees
10) To edit and publish the official Journal and other publications
of the association
11) To be kept proper books of accounts

34 Power of the Board of Directors

1) To acquire by gift, purchase or otherwise, furnished or unfurnished

buildings , camp sites, Go downs, factory buildings, workshops etc
2) To sell or mortgage, lease, dispose of or otherwise deal with all or
any movable or immovable properties
3) To raise funds by Government contribution, gifts, donation,
affiliation fees, membership fees, service fees, bank lone etc
4) To appoint, suspend or terminate the service , as it may deem
necessary, of any paid employees and to determine their duties,
salaries and service conditions .
5) To pass the annual budget
6) To accept the annual balance sheet and financial statement and
filed before the Registrar of Society
7) To utilize the income from the properties of the association

35 Financial Year

The financial year of the association shall from 1 st April to 31st March
of the following year.

36 Auditors

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 The Board meeting shall appoint an Auditor in respect of a specifies
accounting period and shall fix his remuneration. The said Auditor shall be a
Chartered Accountant.

37 Dissolution
The Association shall not be dissolved without the concurrence of
Kerala State Government. In the event of winding up all assets and liabilities
shall be transferred to Apex body/ Government of Kerala.

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