Memorandum of Association (MoA) of the Centre for Internet and Society

The Memorandum of Association of the Centre for Internet and Society is the founding legal document of the Centre for Internet and Society (CIS), an Indian non-profit research organisation. Executed on 4 July 2008 and registered 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), it establishes the name, registered office, aims and objects, and governance structure of the Society. The document was signed by seven founding members and one witness. The Memorandum was subsequently amended at a Special General Body Meeting held on 30 June 2009, with the amendment approved by the Registrar of Societies under Ref. No. 109/2009-10 on 5 February 2010.

Contents

1. Full Text
2. Certificate of Registration
3. Memorandum of Association
4. Members of the Association
5. Rules and Regulations of the Society
   1. 1. Definitions
   2. 2. Preliminary
   3. 3. Membership
   4. 4. Management
   5. 5. General Body Meetings
   6. 6. Special General Body Meetings
   7. 7. Board of Management
   8. 8. Powers of the Office Bearers
   9. 9. Accounting Year
   10. 10. Auditor and Audit of Accounts
   11. 11. Powers of the Board of Management
   12. 12. Amendments
   13. 13. Dissolution
   14. 14. Society Funds and Their Utilisation
   15. 15. Purchase and Sale of Properties
   16. 16. Investment
   17. 17. Availability of Benefits
   18. 18. Application of Funds of the Society
   19. 19. Indemnity
6. See Also

Full Text

Certificate of Registration

Government of Karnataka
Office of the Registrar of Societies
No. 1, Aliaskar Road,
Bangalore – 560052

Schedule ‘B’
[See Rule 3(5)]

CERTIFICATE OF REGISTRATION OF SOCIETY

Society Number: SOR/BLU/08/57/2008-09
Date: 04-07-2008

I hereby certify that CENTRE FOR INTERNET AND SOCIETY, No. 106, Vineyard Jasmine Apartments, Bank Avenue, 1st Main Road, Babusapalya, Bangalore – 560 043, was registered on the 04th day of July 2008 under the Karnataka Societies Registration Act, 1960 (Karnataka K.S.R. Act 17 of 1960).

Fee Paid: Rs. 1,000/- (Rupees One Thousand only)

Given under my hand at Bangalore on the 04th day of July Two Thousand Eight (04-07-2008).

(Seal)
Registrar of Societies,
No. 1, Aliaskar Road,
Bangalore – 560052
Bangalore Urban District.

Memorandum of Association

(As amended by the members at their Special General Body Meeting held on 30.06.2009 and approved by the Registrar of Societies under Ref. No. 109/2009-10 dated 05.02.2010)

(A) The name of the Society — The Society shall be known as the Centre for Internet and Society (hereinafter called as CIS).

(B) The registered office of Centre for Internet and Society (“CIS”) shall be situated at Bangalore, currently located at No. 106, Vineyard Jasmine Apartments, Bank Avenue, 1st Main Road, Babusapalya, Banaswadi, Bangalore – 560 043, or such other places as may be decided by the Board of Management and duly ratified by the immediate next General Body Meeting of Members.

(C) The Aims and Objects of the Society:

1. To educate the General Indian Public regarding the various positive, negative and neutral developments in the field of Internet and society, especially from a citizen and consumer perspective.

2. To raise awareness and build capacities of policy makers in the public, private and voluntary sector regarding proposed and existing policies and practices that impact public accountability; co-ordinate, provide support and co-operate with stakeholders, decision makers and policy-makers like government, corporate, academic and civil society organisations involved in Internet-related policies, issues and practices.

3. To disseminate knowledge regarding Internet and Society in general, and by organising meetings, seminars, conferences, training programmes, courses and other educational activities, in co-operation with schools, colleges, universities, research organisations, non-profit organisations, think tanks and other academic and educational institutions and organisations.

4. To conduct and commission high-quality research to educate the general Indian public in areas including but not limited to censorship, surveillance, free and open source software, open standards, open access, intellectual property rights, information and communication technology for development, access and participation, multilingual content and software, and digital communities and movements.

5. To promote the advancement and the usage of the internet among the general public, professionals, and society in general.

6. To do all and any other acts or things as may be incidental or conducive to the attainment of all or any of the above objects only.

7. If any of the above objects is found to be inconsistent with the objects of a public charitable institution under Section 11 or any other section of the Income Tax Act, 1961, or any other direct tax law or any other law applicable to such a society as now enacted or as may be enacted or amended at a future date, the objects stated above will be treated as so modified to accord with such law or amended law, so that any concessions, privileges, conditions or regulations available and applicable to such public charitable institutions will be available or applicable to this Society as well, and that this Society will continue to retain its character as a public charitable institution without profit motive with public character within the meaning of all such laws. All the objects of the Society and its activities will be confined to India and will be carried on without profit motive and without any distinction on account of caste, creed, colour or religion.

8. The President is the Chief Executive of the Society and is authorised to correspond with the Registrar of Societies on behalf of the Society.

Members of the Association

Witness:
P. Vijay Raghavan, R-K Management Consulting Services, No. 49/1, 2nd Floor, Above Andhra Bank, Chamarajpet, 5th Main, Bangalore. Age: 50 years.

Rules and Regulations of the Society

(As amended by the members at their Special General Body Meeting held on 30.06.2009 and approved by the Registrar of Societies under Ref. No. 109/2009-10 dated 05.02.2010)

1. Definitions

In these Rules, unless the context requires otherwise or separately provided, the following words shall have the meaning assigned to them herein:

1.1 “Act” shall mean the Karnataka Societies Registration Act, 1960, as amended from time to time.

1.2 “Board of Management” shall mean the committee as elected by the General Body and entrusted with responsibility for running the affairs of CIS.

1.3 “Year or Fiscal Year” means the financial year, which begins on the first of April and ends on the thirty-first of March of the succeeding year.

1.4 “General Body” shall mean and consist of all members of the Centre for Internet and Society who have voting rights. “CIS” or “Society” means the “Centre for Internet and Society.”

1.5 “Month” means the calendar month.

1.6 “Office” means the registered office of the Society as determined by the Board of Management and approved by the members at a general meeting, from time to time.

1.7 “Register” means the Register of Societies appointed under the provisions of the Karnataka Societies Registration Act, 1960.

1.8 “Office Bearer” means the posts of Chairman, Secretary and Treasurer.

2. Preliminary

2.1 The Society shall be called the “Centre for Internet and Society,” with the aims and objects specified in the Memorandum of the Society.

2.2 In the construction of these rules and regulations, generally, unless repugnant to the context, the singular shall include the plural, masculine the feminine and vice versa, and “writing” shall include printing, lithograph or other substitute for printing or writing.

3. Membership

3.1 There shall be the following classes of members:

i. Ordinary Members: Indian citizens who are above 21 years of age, whose application for membership has been accepted by the Board of Management, and who shall have voting rights.

ii. Founder Members: Members of the Society who have subscribed to and signed the Memorandum and Rules of the Society for registering the Society, and who shall have voting rights. Any vacancy in this category shall lapse on a founder member ceasing to be a member. Founding members shall be members for life.

iii. Overseas Members: Persons residing outside India and interested in subscribing to the objects of the Society will be eligible for overseas membership. They shall have voting rights which they can exercise either in person or by proxy.

iv. Enrolment of Membership: Applications for membership (other than Founder Members) shall be made in the prescribed application form obtainable from the office of the Society. Applicants become members and are eligible for all benefits under the Society from the date on which their application for membership is approved by the Board of Management.

v. Membership Subscription shall be as follows. All members admitted by the Board of Management (other than Founder Members) shall pay:

Ordinary Members (Resident):
a. Admission Fee Rs. 50
b. Annual Fee Rs. 100

Ordinary Members (Overseas):
a. Admission Fee US$ 10
b. Annual Fee US$ 20

Or as fixed by the members at a General Meeting from time to time, provided changes therein as decided by the members at a General Meeting shall be effective from the immediate next accounting year.

vi. Cessation of Membership. Membership of the Society will cease:

1. By death
2. By voluntary resignation
3. If a member has become a defaulter by not paying the subscription before the expiry of 6 months from the beginning of the year for which the membership fee is due
4. If the Board of Management decides by a two-thirds majority to delete the name of a member from the membership for any proven unprofessional behaviour or conduct, or action prejudicial to the interest of the Society, provided that before any disciplinary action of such a nature is taken, the concerned member will be given an opportunity to appear before a meeting of the Board of Management and present his case
5. If he is convicted by a court for moral turpitude
6. If he is an un-discharged insolvent
7. Persons who ceased to be members under 2, 3, and 6 above can apply afresh for membership of the Society after a lapse of 12 months from the month in which their membership ceased

4. Management

4.1 Board of Management

The management of the Society shall be vested with the Board of Management consisting of:

1. Chairman
2. Four members elected by the members at their Annual General Body Meeting

5. General Body Meetings

5.1 Every year a General Body Meeting of the members of the Society shall be held within six months after the close of the financial year (31 March), at which the following subjects, among others, shall be discussed:

a) Consideration and approval of the report of the activities of the Society for the immediate preceding financial year

b) Consideration and approval of the audited accounts and the report of the auditors thereon for the immediate preceding financial year

c) Budget for the current year

d) Election of members to the Board of Management, if any

6. Special General Body Meetings

6.1 A special or extraordinary General Body Meeting of members of the Society shall be convened by the Chairman, or by the President under instructions from the Chairman, or on a decision of the Board of Management, or on a request by one-third of the members of the Society in writing indicating the subjects to be discussed at such meeting.

6.2 A 21-days notice (excluding day of posting and date of meeting) for convening a General Meeting of members of the Society (both Annual and/or Special) shall be given, detailing the date, place, time, and the subjects to be discussed.

6.3 All members attending the General Meetings (Annual and/or Special) shall have one vote, and in case of equality of votes on any motion, the Chairman of the meeting shall have a casting vote.

6.4 The quorum for General Body Meetings (Annual and/or Extraordinary) shall be 1/4th of the members on Roll on the immediate preceding 31st March, subject to a minimum of four.

6.5 The procedure for conduct and holding of General Body Meeting of members (Annual and/or Extraordinary) shall be as per procedure laid down under the provisions of Karnataka Societies Registration Act, 1960, as amended from time to time, and such procedures laid down by the Board of Management/General Body from time to time, provided they are not inconsistent with the provisions of Karnataka Societies Registration Act, 1960.

7. Board of Management

7.1 Composition

7.1 The Board of Management shall consist of:

1. Chairman and
2. Four members, who are elected by the Members at their Annual General Meeting. The Board may appoint a Secretary and Treasurer from among them.

7.2 The members to the Board of Management shall be elected by the members at their Annual General Meeting and as per procedure laid down by the provisions of the Karnataka Societies Registration Act, 1960, as amended from time to time.

7.3 The Board of Management shall meet at least thrice in a year and 1/4th of the total of the Board of Management members (fraction of more than half rounded off to the next higher number) shall form the quorum, subject to a minimum of three members.

7.4 The term of membership of the Board of Management shall be three years at a time, and a member can be re-elected for further term(s) of three years. Provided there shall be a gap of three years after every continuous 6 years of membership of the Board of Management.

7.5 Expenses incurred by the members for attending Board of Management meetings or meetings of sub-committee(s) appointed (if any) by the Board of Management or the General Body, shall be reimbursed at rates fixed or approved by the Board of Management from time to time.

7.6 Any vacancy caused in the membership of the Board of Management shall be filled by the Board of Management at its meeting, and the appointed person shall hold the post until the next General Body Meeting.

7.7 At the first meeting immediately after the registration or elections, as the case may be, the Board of Management shall elect from among themselves the following office bearers, who shall hold office for a three-year term:

1. Chairman
2. Secretary and Treasurer

7.8 Every year (after the first three-year term), one-third of the Board of Management shall retire and may be re-elected, subject to Clause 4 above.

7.9 Any vacancy caused in the office bearers shall be filled by the Board of Management, who shall hold the position until the next General Meeting.

8. Powers of the Office Bearers

8.1 President

8.1.1 The President will be the Chief Functionary of the Society and shall be appointed by the Board of Management.

8.1.2 Will convene meetings of the Board of Management and General Body, as contained in these rules.

8.1.3 Be responsible for the proper functioning of the Society and exercise all necessary powers and control over the functioning of the Society (subject to superintendence, control, and directions issued by the Board of Management and/or the General Body of members from time to time) for the day-to-day running of and exercise of control and supervision of the administration of all the affairs of the Society.

8.1.4 Maintain minutes of all meetings of the Society, Board of Management, and committees thereof.

8.1.5 Prepare reports on the activities of the Society (quarterly, annual, or for any other period as may be required) and submit them to the Board of Management or General Meeting.

8.1.6 Be in charge of and responsible for the maintenance of assets, books of accounts, records, and all documents relating to the Society.

8.1.7 All payments on behalf of the Society shall be first approved by him before the payment is made, and he shall be responsible for collection of all dues to the Society.

8.1.8 Perform all such other duties as are incidental to his office and as per directions of the Board of Management and the General Body.

8.1.9 All notices, communications, letters, memoranda, and other papers, whether they are acts of the Board of Management, or of the General Body, or of any officer of the Society, shall be signed or authenticated by him, and when so signed or authenticated it shall be conclusive.

8.1.10 In the absence of the President, the Secretary or any person authorised by the Board of Management shall perform all the duties of the President along with his other duties.

8.1.11 He shall operate the bank account(s) of the Society jointly with such persons as are authorised by the Board of Management.

8.1.12 He may appoint staff, consultants, and advisors, both full-time and part-time, for the proper functioning of the Society, subject to rules framed thereunder if any and as per decisions of the Board of Management. He shall be the custodian of all records, accounts, books, and properties of the Society, and shall produce books of accounts, records, and provide or furnish any other information requested for purposes of audit and/or inspection by any authority. He alone shall represent the Society in all legal proceedings.

8.1.13 He shall incur all expenditure relating to the affairs, management, and conduct of the Society, in line with the budget approved and as per directions issued by the Board of Management from time to time, and in the best interest of the Society.

8.2 Secretary

The Secretary shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and/or the Board of Management from time to time.

8.3 Treasurer

The Treasurer shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and/or the Board of Management from time to time.

9. Accounting Year

The financial year, i.e., the year commencing from 1 April to 31 March following, shall be the accounting year. The year ending 31 March 2009 shall be the first accounting year.

10. Auditor and Audit of Accounts

10.1 The Board of Management of the Society shall appoint an auditor for the first year. The members at their General Meeting shall appoint an auditor from the second year onwards. The auditor shall audit the accounts of the Society and submit his report along with the audited accounts to the Board of Management for approval and recommendation, to be placed before the members of the Society at the next General Meeting for consideration and approval. Remuneration of the auditor shall be fixed by the Board of Management.

10.2 The accounts of the Society shall be audited by a Chartered Accountant.

10.3 Every auditor so appointed will have the right of access to the books, accounts, records, and vouchers of the Society, and shall be entitled to require the officers of the Society, including any office bearer(s), to furnish such information and explanations as may be required for the performance of the audit.

11. Powers of the Board of Management

11.1 The control, administration, and management of the Society, its properties, funds, assets, and institution shall vest with the Board of Management.

11.2 The Board of Management is entrusted with the responsibility of managing the Society’s properties and the fulfilment of the aims and objects as contained in the Memorandum of the Society as amended from time to time, and to this end take and implement decisions, including appointment and removal of staff, consultants, etc.; procure funds and invest them profitably and prudently; and lease out, acquire, develop, alter, alienate, or sell the properties of the Society in the best interest of the Society.

11.3 To regulate the income and expenditure of the Society in the best interest of the Society.

11.4 To maintain and regulate day-to-day accounts and to conserve and improve its resources and properties.

11.5 The members of the Board of Management shall have equal voice in all matters concerning the running of the Society, and the right to look into its accounts and documents, and to make proposals for ensuring efficient management of the Society, its funds, and properties, in fulfilment of the objects of the Society.

11.6 To operate and close bank account(s) with any scheduled bank(s), including making and withdrawing investments, taking loans with or without interest and with or without security, etc., including bank operations (cheque signing powers).

11.7 To approve and recommend budgets, audited accounts, and the report of the auditor thereon, and annual activity reports to the members at their Annual General Meeting for consideration and approval.

11.8 To frame, approve, and modify working procedures and manuals (administrative, finance and accounts, etc.) for the day-to-day smooth running and functioning of the Society, from time to time.

11.9 To do all such acts, deeds, etc., as are necessary and in consonance with the above powers and as per directions given by and under the superintendence of the General Body, in the larger interest of the Society.

11.10 To authorise opening of branches in India and to lay down procedures for running and operating such branches from time to time.

12. Amendments

No amendments to the Memorandum and Rules of the Society shall be made which may be repugnant to the provisions of Sections 2(15), 11, 12, 13, and 80(G) of the Income Tax Act, 1961, as amended from time to time. Further, no amendments shall be carried out without the prior approval of the jurisdictional Commissioner of Income Tax.

13. Dissolution

In the event of dissolution or winding up of the Society, the net assets of the Society remaining on the date of dissolution, after meeting all liabilities if any, shall under no circumstances be distributed among the members of the Society and Board of Management (both present and past), but the same shall be transferred to another charitable society whose objects are similar to those of this Society and which enjoys recognition under Section 80(G) of the Income Tax Act, 1961, as amended from time to time, and subject to prior approval of the jurisdictional Registrar of Societies.

14. Society Funds and Their Utilisation

14.1 The Board of Management shall at its sole discretion accept, either from within or outside India or both, donations, gifts, funds, contributions, fees and other amounts, trust amounts, settlements, movable and immovable properties, both in cash and in kind, from or in the name of or on behalf of any society, individual, trust, company, body corporate, institution(s), or government(s) (both for corpus and general purpose and/or for running expenses), in any form (cash or kind), including from donor(s) who direct or desire that the funds or properties so donated and provided be utilised and/or used for a definite purpose or in a particular manner.

14.2 The Board of Management shall utilise the funds and properties so obtained for the purpose for which they are given, or for the fulfilment of the objectives of the Society, provided that they shall under no circumstances be used or applied, directly or indirectly, for the personal benefit or advantage of the members of the Board of Management or the members of the Society.

14.3 The Board of Management may at its sole discretion refuse to accept any particular donation, grant, gift, or fund, if it feels that it is not in the interest of the Society to accept such particular funds, donations, grants, or gifts.

15. Purchase and Sale of Properties

15.1 All properties purchased and/or acquired by the Society shall be in the name of the Society represented by the President of the Society, but the members and/or Board of Management members (both present and future) or their heirs shall have no right, claim, or lien on any of the said properties of the Society.

15.2 Any property of the Society can be disposed of or sold only with the prior approval of two-thirds of the members of the Board of Management present and approving at a meeting of the Board of Management.

16. Investment

The funds of the Society shall be invested in the modes specified under the provisions of Section 13(1)(d) read with Section 11(5), and any other applicable provisions of the Income Tax Act, 1961, as amended from time to time.

17. Availability of Benefits

The benefits of the Society shall be open to all, irrespective of and without distinction of caste, community, creed, sex, or religion.

18. Application of Funds of the Society

The funds and income of the Society shall be utilised for the achievement of the aims and objectives of the Society, and no portion of it shall be utilised for payment to the members of the Board of Management or the members of the Society by way of profit, dividend, interest, loan etc., except as reimbursement of expenses incurred by them in connection with the business of the Society, and as a reasonable remuneration for any specific professional service(s) rendered, if any, by them to the Society (other than performing/discharging their duties/responsibilities as members of the Board of Management or as members of the Society), subject to specific approval of the Board of Management.

19. Indemnity

Every member of the Board of Management including any person(s) authorised by them shall be indemnified out of the funds of the Society against all losses, claims, damages, and expenses incurred in the discharge of duties of their office and carrying out instructions issued by the Society or Board of Management, as the case may be, except cases of action taken without the specific approval of the Society or the Board of Management as the case may be.

See also

• CIS Memorandum of Association: An Explainer — a plain-language Q&A guide to this document, prepared by The Sunil Abraham Project

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