CIS Memorandum of Association: An Explainer

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The Memorandum of Association (MoA) is the founding legal document of the Centre for Internet and Society, registered on 4 July 2008 under the Karnataka Societies Registration Act, 1960. This page is a supplementary explainer prepared by The Sunil Abraham Project (TSAP). It presents the contents of the MoA in plain language, using a question-and-answer format, to make the document accessible to general readers. For the authoritative text, refer to the full MoA.

Contents

  1. What is the MoA?
  2. The Organisation
  3. Aims and Objects
  4. Membership
  5. Governance and Management
  6. Meetings
  7. Office Bearers
  8. Money and Property
  9. Audit and Accounts
  10. Amendments and Dissolution

What is the MoA?

What is a Memorandum of Association?
A Memorandum of Association (MoA) is the founding legal document of a society registered under Indian law. It sets out the society's name, its registered address, what it exists to do, and how it will be governed. Without this document, the society cannot be legally registered.
When was the CIS MoA created?
It was executed and registered on 4 July 2008 by the Office of the Registrar of Societies, Bangalore Urban District, under the Karnataka Societies Registration Act, 1960 (K.S.R. Act 17 of 1960). The Society Registration Number is SOR/BLU/08/57/2008-09.
Has the MoA ever been changed?
Yes, once. The members approved amendments at a Special General Body Meeting held on 30 June 2009. The Registrar of Societies approved those amendments under Ref. No. 109/2009-10 on 5 February 2010.
Who signed the original MoA?
Seven founding members signed it: Sunil Abraham (President), Achal Prabhala (Vice-President), Lawrence Liang (Secretary), Nishant Shah (Treasurer), Atul Ramachandra, Subbiah Arunachalam, and Vibodh Parthasarathi. One witness, P. Vijay Raghavan, also signed.

The Organisation

What is the Centre for Internet and Society?
The Centre for Internet and Society (CIS) is an Indian non-profit research organisation based in Bangalore. It works on questions about the internet, technology, law, and public policy.
What kind of legal entity is CIS?
CIS is a society registered under the Karnataka Societies Registration Act, 1960. It is a public charitable institution with no profit motive. No part of its income can be paid to its members as profit or dividend.
Where is CIS registered?
Its registered office is in Bangalore. At the time of founding, the address was No. 106, Vineyard Jasmine Apartments, Bank Avenue, 1st Main Road, Babusapalya, Banaswadi, Bangalore – 560 043. The Board of Management can change the address, subject to ratification at the next General Body Meeting.
Does CIS operate only in India?
Yes. The MoA specifies that all activities of the Society are confined to India.

Aims and Objects

What does CIS exist to do?
CIS has six core aims:
  1. To educate the general Indian public about developments in the field of internet and society, from a citizen and consumer perspective.
  2. To raise awareness among policymakers in the public, private, and voluntary sectors about policies and practices that affect public accountability.
  3. To disseminate knowledge about the internet and society through meetings, seminars, conferences, training programmes, and courses, in cooperation with universities, research organisations, and academic institutions.
  4. To conduct and commission high-quality research in areas such as censorship, surveillance, free and open source software, open standards, open access, intellectual property rights, ICT for development, multilingual content, and digital communities.
  5. To promote the advancement and usage of the internet among the general public and professionals.
  6. To do all other acts incidental or conducive to the above objects.
What happens if one of CIS's objects conflicts with the Income Tax Act?
The MoA addresses this directly. If any object is found to be inconsistent with the provisions applicable to public charitable institutions under the Income Tax Act, 1961, that object is treated as automatically modified to conform with the law. This ensures CIS retains its status as a public charitable institution at all times.
Who can speak to the Registrar of Societies on behalf of CIS?
The President is the Chief Executive of the Society and is the authorised person to correspond with the Registrar of Societies on behalf of CIS.

Membership

Who can become a member of CIS?
There are three classes of membership:
  • Founder Members — the seven individuals who signed the original MoA. They are members for life. Their category cannot be filled if one of them leaves.
  • Ordinary Members — Indian citizens above 21 years of age whose application is accepted by the Board of Management. They have voting rights.
  • Overseas Members — persons residing outside India who are interested in the objects of CIS. They also have voting rights, which they can exercise in person or by proxy.
How does one apply for membership?
Applicants fill in a prescribed form available from the CIS office. Membership is effective from the date the Board of Management approves the application.
How much does membership cost?
For Ordinary Members resident in India: an admission fee of Rs. 50 and an annual fee of Rs. 100. For Overseas Members: an admission fee of US$ 10 and an annual fee of US$ 20. These amounts can be revised by the members at a General Meeting, with changes taking effect from the next accounting year.
When does membership end?
Membership ceases in any of the following situations:
  1. Death of the member.
  2. Voluntary resignation.
  3. Defaulting on subscription for more than six months from the start of the year for which it is due.
  4. Removal by a two-thirds majority decision of the Board of Management for proven unprofessional behaviour or conduct prejudicial to the interest of CIS — but only after giving the member an opportunity to present their case.
  5. Conviction by a court for moral turpitude.
  6. Becoming an un-discharged insolvent.
A person who resigned, defaulted, or became insolvent may apply again after 12 months from the date their membership ceased.

Governance and Management

Who governs CIS?
CIS is governed by two bodies: the General Body (all members with voting rights) and the Board of Management (a smaller elected committee that handles day-to-day affairs).
What is the Board of Management?
The Board of Management is the executive committee of CIS. It consists of a Chairman and four members elected by the General Body at their Annual General Meeting. The Board may appoint a Secretary and Treasurer from among themselves.
How long does a Board member serve?
Each term is three years. A member can be re-elected for further terms. However, after every continuous six years of membership on the Board, there must be a gap of at least three years before the person can serve again.
How often does the Board meet?
At least three times a year. The quorum is one-quarter of the total Board membership, rounded up, with a minimum of three members.
What happens if a seat on the Board falls vacant?
The Board fills the vacancy at its next meeting. The appointed person holds the seat until the next General Body Meeting, at which a fresh election takes place.
What powers does the Board of Management have?
The Board holds broad authority, including:
  • Managing CIS's properties, funds, and assets.
  • Appointing and removing staff and consultants.
  • Procuring funds and investing them prudently.
  • Leasing, acquiring, developing, or selling properties.
  • Operating and closing bank accounts.
  • Approving budgets, audited accounts, and activity reports.
  • Authorising the opening of branches in India.
  • Framing and modifying working procedures and administrative manuals.

Meetings

What is the Annual General Body Meeting?
Every year, all members with voting rights meet within six months of the end of the financial year (31 March). At this meeting they review the previous year's activities, approve audited accounts, approve the budget for the current year, and elect Board members if required.
What is a Special General Body Meeting?
A Special General Body Meeting is called when there is urgent or specific business that cannot wait for the Annual Meeting. It can be convened by the Chairman, by the President on the Chairman's instructions, by a decision of the Board, or on a written request by one-third of the Society's members.
How much notice is required for a General Meeting?
At least 21 days' notice must be given (excluding the day of posting and the day of the meeting), stating the date, place, time, and agenda.
How many members must be present for a meeting to be valid?
The quorum is one-quarter of all members on the roll as of the preceding 31 March, subject to a minimum of four members.
How does voting work at meetings?
Every member present has one vote. If votes are equal on any motion, the Chairman of the meeting has a casting vote.

Office Bearers

What does the President do?
The President is the Chief Functionary of CIS, appointed by the Board of Management. Key responsibilities include:
  • Convening Board and General Body meetings.
  • Overseeing day-to-day functioning of CIS.
  • Maintaining minutes of all meetings.
  • Preparing activity reports (quarterly, annual, or as required).
  • Maintaining assets, books of accounts, and all documents.
  • Approving all payments and collecting all dues.
  • Signing and authenticating all official communications on behalf of CIS.
  • Operating bank accounts jointly with persons authorised by the Board.
  • Appointing staff, consultants, and advisors as needed.
  • Representing CIS in all legal proceedings.
What does the Secretary do?
The Secretary carries out functions and duties assigned by the President and/or the Board of Management.
What does the Treasurer do?
The Treasurer carries out functions and duties assigned by the President and/or the Board of Management.
What happens if the President is absent?
The Secretary, or any person authorised by the Board of Management, steps in and performs all presidential duties alongside their own.

Money and Property

What is CIS's financial year?
The financial year runs from 1 April to 31 March of the following year. The first accounting year ended 31 March 2009.
Where can CIS invest its funds?
Only in the modes permitted under Section 13(1)(d) read with Section 11(5) of the Income Tax Act, 1961, and any other applicable provisions of that Act.
Can CIS accept donations from outside India?
Yes. The Board of Management may accept donations, grants, funds, contributions, movable and immovable properties, and other amounts from individuals, societies, trusts, companies, institutions, or governments — from within India or outside — in cash or in kind, including for specific purposes directed by donors.
Can the Board refuse a donation?
Yes. The Board may refuse any donation, grant, gift, or fund if it judges acceptance to be against the interest of CIS.
Can members personally benefit from CIS funds?
No. Funds and income may not be used for the personal benefit of Board members or members of the Society. The only exceptions are reimbursement of genuine expenses incurred for CIS business, and reasonable remuneration for specific professional services rendered to CIS (other than as part of their normal duties as members), subject to Board approval.
How is property purchased or sold?
All property is purchased in the name of CIS, represented by the President. Neither members nor Board members have any personal claim on CIS property. Any sale or disposal of property requires prior approval by a two-thirds majority of Board members present at a Board meeting.
Are Board members indemnified?
Yes. Board members and persons authorised by them are indemnified out of CIS funds against losses, claims, damages, and expenses incurred while discharging their duties and acting on CIS's instructions — except in cases where they acted without the specific approval of CIS or the Board.

Audit and Accounts

Who audits CIS?
A Chartered Accountant. The Board of Management appoints the auditor for the first year. From the second year onwards, members appoint the auditor at their General Meeting. The Board fixes the auditor's remuneration.
What can the auditor access?
The auditor has the right to access all books, accounts, records, and vouchers. The auditor can require any officer or office bearer to provide information and explanations needed to complete the audit.
How are audited accounts approved?
The auditor submits the report and audited accounts to the Board of Management. The Board approves and recommends them, then places them before the members at the next General Meeting for final consideration and approval.

Amendments and Dissolution

Can the MoA be amended?
Yes, but with restrictions. No amendment may contradict the provisions of Sections 2(15), 11, 12, 13, and 80(G) of the Income Tax Act, 1961. Additionally, no amendment can be made without prior approval from the jurisdictional Commissioner of Income Tax.
What happens if CIS is dissolved?
If CIS is wound up, its net assets — after settling all liabilities — cannot be distributed among members or Board members (past or present). The assets must be transferred to another charitable society with similar objects that holds recognition under Section 80(G) of the Income Tax Act, 1961. This transfer also requires prior approval from the jurisdictional Registrar of Societies.
Are the benefits of CIS open to everyone?
Yes. The MoA explicitly states that the benefits of the Society are open to all, without distinction of caste, community, creed, sex, or religion.

This explainer was prepared by The Sunil Abraham Project for informational purposes only. It is not a legal document. For the authoritative text, see the full Memorandum of Association of CIS.

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