1. Mr Dipinder Sekhon (On Behalf of the Freedom Team of India), Having Address at ; And
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TRUST DEED This Deed of declaration of Public charitable Trust is executed at Delhi on this the ___day of ____, 2013 by: 1. Mr Sureshan Payyaratta (on behalf of the Freedom Team of India), having address at…, hereafter referred to as the Settlor or the Founder, of the first part and 1. Mr Dipinder Sekhon (on behalf of the Freedom Team of India), having address at …; and 2. Mr Sureshan Payyaratta (on behalf of the Freedom Team of India), having address at … , hereafter referred to jointly as the Founding Trustees or as the Founding Directors, of the other part. Reference to the parties hereto, singly or jointly, shall expressly mean the party or parties mentioned only and excludes their respective heirs, administrators, executors, representatives, assignees and successors-in-interest. Upon the death of a founding Trustee prior to the end of the first three years of registration of this Trust, the Board of Directors of this Trust will nominate a suitable successor as provided for in this Deed.
WHEREAS
The Founder, on behalf of the Freedom Team of India (a Trust registered in Indore, Madhya Pradesh, details at http://freedomteam.in/), was desirous of creating a Trust for public charitable purposes and in fulfillment of such desire the Founder has settled a sum of Rs. 2,000/- (Rupees Two Thousand only) in cash to be held by the Directors in public trust, according to the terms of this document, by delivering the said amount to the Directors herebefore. The Directors shall hold and possess the settlement in Trust according to the terms and conditions of this document.
WITNESSETH
Definitions 1. Key terms used in this Deed are defined thus: Board of Directors: The executive body of the Soné Ki Chidiya Federation. Board: ‘Board’ is the short form for ‘the Board of Directors’. Bye-laws: Rules approved by the Board of Directors under powers established by this Deed or Rules created by the General Body. Code of Conduct: A Code which binds all members of the SKC Federation. Directors: Members of the Board of Directors of the Soné Ki Chidiya Federation. Federation, or SKC Federation: Another way to refer to the Trust created by this Trust Deed. Fiscal year: The year commencing on 1 April and ending on 31 March next. Founding Directors: There are two Founding Directors according to this Trust Deed: Mr.P. Sureshan and Mr. Dipinder Sekhon, both acting on behalf of the Freedom Team of India. President means the President of the Federation. Rules: These are rules specified in this Trust Deed or otherwise promulgated by the General Body. Settlor: Mr.P. Sureshan, acting on behalf of the Freedom Team of India, who has settled the SKC Federation Trust. SKC Federation Forum: An electronic group to allow electronic communication between or within members of the SKC Federation, Board of Directors, Committees, or any other project created by the Federation. SKC Federation: Soné Ki Chidiya Federation, a Trust formed under this Deed.
1 Name 2. The Trust shall be called SONÉ KI CHIDIYA FEDERATION (hereinafter referred to as ‘SKC Federation’, ‘the Trust’, or ‘the Federation’) and its office shall be for the present at 257- F,Ground Floor West Guru Angad Nagar, Laxmi Nagar Delhi -92, and at such other place or places as the Trustees herein may decide from time to time through declaration on the Federation website (www.sonekichidiya.in).
Trust and Trust Property 3. The Founder Trustees or Directors of this Trust shall hold the settled property, being the original corpus, in trust for public purposes according to the terms of this Deed. 4. The Trust and its funds shall be used for the stated objects of the Trust only and not for any private benefit of the Founder, Directors or their relatives. 5. The Directors shall stand and be possessed of the settled property, being the original corpus and all additions thereto by way of income, donations, gifts or otherwise (the total of which shall herein referred to as the ‘Trust Funds’) in trust for public charitable purposes subject to the terms, conditions and provisions of this Deed. 6. The settlement of Rs. 2,000 as specified above is absolute and subject only to the provisions of this Deed. 7. The Trust Funds shall vest in the Directors for the time being. 8. The Trust shall be irrevocable and no part of the Trust Funds shall in any case be applied for benefit of the Founder. If, in any case, the Trust fails, or is held invalid there shall be no resulting trust in favour of the Founder but the Trust Funds shall be used or spent toward public charity according to the terms hereof.
Objects 9. The Trust shall pursue the following objects subject to the condition that the same shall only be for public benefit, with the Trust generally being known as a public charitable Trust or a Trust for charitable purpose as define u/s 2(15) of the I.T. Act. 1961. i. Platform: To provide a platform for all Indian organisations and citizens to undertake research, advocacy or non-political activity that is consistent with the philosophy of individual liberty and good governance embedded in India’s Constitution, and is (to the extent possible) compatible with time-tested indigenous systems of governance of India; ii. Vision: To articulate relevant philosophies and concepts through a Vision that is updated from time to time, promoting a small, strong state which focuses on core functions and defends individual liberty so long as citizens remain accountable for any harm they may cause others, and which aims to reform India’s governance and public policy so that India can once again become the most ethical and prosperous nation in the world; iii. Good policy: To promote awareness about good policy and governance in India by organising or participating in public debates on policies or by otherwise publicising the recommended policy positions prepared by SKC Federation or its affiliated organisations; iv. To invite eminent speakers from various walks of life to address forums, workshops, and seminars conducted by SKC Federation on issues related to good policy and governance; v. To propose an Agenda for Change or any such document based on public and internal debates on public policy, to support any reform work of the SKC Federation; vi. To undertake research and publication on matters relating to politics, economy, governance, and society, and to do any other thing necessary for the promotion of a better understanding on these and related issues amongst people in India. This includes the study of best practices and policies that reconcile and integrate research and evidence; and to thus act as a policy clearing house for good and sustainable policies for India; vii. As part of its educational efforts, to train policy makers of India including future policy makers and others in matters related to good policy formulation and implementation by, if necessary,
2 supporting or directly establishing one or more schools of governance, policy think tanks, or related institutions; viii. Reform movement: Within the constraints of Indian laws, to create and promote a citizens’ movement for governance and policy reforms that appropriately raises issues of corruption in public life, or regarding any other misgovernance, and to launch or promote campaigns aimed at minimising or removing such corruption or otherwise improving governance; ix. To raise issues of public importance through print and electronic media, debates and public dialogue, including lodging Right to Information petitions or Public Interest Litigation, or any other matter, method or process that would enhance good policy and governance outcomes for the people of India; x. Government accountability: To foster, through innovative means, including electronic, and the creation of relevant new institutions, the wider dissemination of best practice policies and ways to engage the Indian community in governance reforms, including ensuring ongoing accountability of governments in India; xi. To develop or otherwise support educational, cultural, vocational and social institutions including but not necessarily exclusively for the disabled, poor, and deserving, all over India; xii. To network with political, social or economic organizations or citizen groups which seek to determine, influence or inform public policy or political action in India; xiii. To print, publish and circulate articles, newsletters, journals, bulletins, pamphlets and posters or to prepare any audio-visual aid that SKC Federation in its discretion deems fit or desirable for promotion and furtherance of its objects; xiv. To carry on all kinds of advancement of any other object of general public utility including for one or more public charitable purposes to the exclusion of others, at the Directors’ discretion; xv. To open branches of SKC Federation at various places to decentralise activities of SKC Federation; xvi. Where considered in the national interest, to resolve to create one or more political parties or bring together relevant political parties and independent candidates to offer Indians a better chance of experiencing good governance; xvii. To borrow or raise any moneys (with or without security), grants, foreign contributions or any other source of receipt required for the purposes of SKC Federation upon such terms and in such manner whether in its own name or in the name of a suitable nominee with or without security or on the security of a mortgage, charge or hypothecation or pledge of all or any of the movable or immovable properties of SKC Federation or in any other manner whatsoever, undertaken in compliance with the laws of India; xviii. To impose and recover affiliation and other fees and charges for services rendered, to accept any grants, donations and subscriptions, endowments and gifts of money, land, buildings, equipment, stocks, funds, shares, securities and any other property whatsoever whether or not subject to any special trusts or conditions; xix. To draw, accept, make, endorse and discount any promissory notes, bills of exchange, cheques or other negotiable instruments for operational purposes of SKC Federation; xx. To invest funds or moneys entrusted to SKC Federation in such securities and in such manner as may from time to time be determined by it; xxi. To purchase, take on lease or otherwise acquire any land or building which may be necessary for carrying out the purposes of SKC Federation; xxii. To sell, lease, exchange, hire and otherwise transfer all or any properties of SKC Federation; xxiii. To undertake and accept funds from or the management of any endowment or trust fund or similar, having objects similar to the objects of SKC Federation; xxiv. To establish a Provident Fund or other relevant institution for the benefit of the staff of SKC Federation; xxv. To make Rules and Regulations or Bye-laws for the conduct of the affairs of SKC Federation and add to, amend, vary or rescind them from time to time; and
3 xxvi. To do such other lawful things as are conducive or incidental to the attainment of the above subjects.
Alteration of the Rules and Objects specified in this Deed 10. The General Body (Federation) may modify, delete, or add any objects of the Trust or frame any Rules that clarify or add to any Rules specified in this Deed through a two stage process. The first stage would include discussion with the General Body (physically or through electronic medium) followed by one of the following: (a) Endorsement by the Federation of minor amendments (e.g. grammatical) to objects or the Rules is assumed if, after discussion, there appears to be general consensus to such amendments. (b) For all major amendments or when there is an actionable difference of opinion on the General Body, a vote shall be called and objects or Rules amended only after approval by two-third majority of relevant member votes. 11. The kinds of rules the General Body can promulgate include but are not limited to the following: (a) Rules for conduct of its own meeting including whether (and how) such meetings (and polling) will be conducted on the internet; (b) Rules for Conduct of Elections; (c) Rules of Membership; (d) Rules for the Conduct of Board Meetings; or (e) Rules for appointment, removal and resignation of the office holders of the Board of Directors. 12. Notwithstanding anything contained herein the Directors shall have power by an Amending Deed duly registered, to delete or amend any of the objects or provisions or any part of this Deed if they are of the opinion that any part thereof are found contrary to the concept of public charity according to the income tax laws prevailing for the time being. In such event (to the express exclusion of other events specified elsewhere herein) the Directors shall amend the objects of the Trust with the prior approval of the General Body with a two third majority of the votes polled approving it, and with the prior approval of the Commissioner of Income Tax – unless the Directors have chosen not to claim exemption as a public charity under tax laws. Authorities of the Federation 13. The following shall be the authorities of the Federation: (a) A General Body of all Members, namely, the Federation; (b) Board of Directors; and (c) Any authorities such as Committees to act on their behalf. 14. The Federation (and within the scope of its prescribed powers, the Board) may by resolution delegate to the President, the Executive Director or such other officer as may be identified, such of its powers for the conduct of the affairs of the Federation (or Board) as it deems fit. 15. Without in any way limiting the comprehensive and over-riding powers of the General Body, the management and control of the Federation shall be vested in the Board of Directors who shall administer the same in their sole discretion as if they were the absolute owners of the Trust properties, being completely accountable to the General Body for their acts. 16. No act or proceeding of the Federation or the Board of Directors shall be deemed to be invalid by reason merely of any deficiency in or any defect in this constitution of the Federation or of the Board of Directors, as the case may be.
Founding and Initial General Body/ Board of Directors 17. The Founding Directors shall be the first members of the General Body (Federation). The Federation shall be managed for the time being by the two Founder Directors (to be collectively called the Founding Board of Directors).
4 18. Within three months of formation of the Federation, the Founding Directors shall endeavor to expand the Federation through new members and create an Initial (unelected) Board of Directors which shall appoint (in the general form consistent with this Deed) such office bearers as may be required and allot them such powers as deemed fit. The Initial Board will continue till a (Regular, elected) Board is established (but not later than April 2014). 19. In the interregnum, should any Founding Director or Initial Board Director die or become incapacitated, the Board shall nominate, in consultation with other Federation Members, a substitute Director from anyone among the SKC Federation members. Annual cycle of key events 20. Continuity in accounts and management of the SKC Federation will be provided through the Executive Director and Treasurer who are nominees of the Freedom Team of India (FTI). These two will be responsible for ensuring that audited accounts of the previous fiscal year are made available to the Board of Directors and the General Body by the end of July each year. 21. Given this continuity in accounts, the following cycle of events will be implemented: (a) Membership dues from 1 April to 31 March. (b) Members who have paid their annual dues by 15 May each year eligible to vote in the General Body meeting. (c) Audited accounts published after approval of the Board by June each year. (d) General Body meeting held in September each year to consider accounts and elect new Board of Directors for the next fiscal year. (e) New Board of Directors hold election for electable office bearer positions by December each year. (f) New Board takes over from 1 April each year from the previous Board. General Body 22. Memberships to the Federation is restricted to full Indians citizens or permanent residents (such as Overseas Indian Citizens under the OCI Scheme operational from 02.12.2005) or organisations registered and operating in India. Further, all members, including individuals representing member organsations on the Board of Directors, are mandatorily required to abide by a Code of Conduct and hence would be disallowed from membership for breach of trust, criminal act/s, mental disability, advocacy of public positions contrary to the objects of SKC Federation. (Till a Code of Conduct is separately approved by SKC Federation, the principles outlined in the Code of Conduct of the Freedom Team will apply.) 23. The General Body shall include all SKC Federation Members enrolled according to the Rules laid out in this Trust Deed or other appropriately amended Rules. It shall be a necessary condition of membership to agree to the SKC Federation’s Vision, as periodically updated and refined. Apart from regular discussion and voting on various issues on an ongoing basis, an Annual meeting of the General Body shall be convened in September each year by the President by notice issued under the hand of Executive Director or such other person authorised for the purpose, including through electronic medium as determined by the President. 24. The business of the General Body Meeting shall be: (a) To consider the annual report and statement of accounts submitted by the Board of Directors for the previous fiscal year. (b) To elect new Directors (among the electable classes of Directors) for the following fiscal year. (c) To set an honorarium or other compensation for Board members for their time, including fees payable to the Executive Director and Treasurer. (d) To transact such other business as may be brought before the meeting with permission of the person presiding. 25. The General Body may by resolution appoint any committees, advisory bodies or sub-committees and appoint any persons thereto and delegate to them such powers as it may consider necessary and lay down Rules for the functioning of the committees, advisory bodies and sub-committees.
5 26. An Extraordinary Meeting of the General Body may be convened by the President of his own accord or on the requisition of one fifth of admissible member votes specifying the subject matter to be considered. On receipt of such requisition, the President shall cause a meeting to be convened within two months of the receipt of the requisition at such place and time as he may fix to consider only the subject so specified (unless the meeting can be convened electronically at an earlier opportunity). If the President fails to call a meeting as aforesaid, the majority of the requisitionists may call a meeting within one month from the expiry of the period of two months provided above. 27. Such number of members present and entitled to cast one-tenth of the total number of votes of all members constitute the quorum for an Ordinary Meeting of the General Body. The Quorum for an Extraordinary Meeting of the General Body shall be such number of members present and entitled to cast one-fifth of the votes. Electing a new Board of Directors 28. Members who have fully paid up their dues by 15 May of a fiscal year shall have the right to elect Directors in proportion to their voting rights. If the number of valid nominations received for election to the Board in the Foundation, Ordinary, Associate and Individual Member’s Constituencies is less than the vacancies, the persons so nominated shall be declared elected to the Board of Directors uncontested. If none contests a seat, the relevant seat will remain vacant that year, even if that creates a greater than 49 per cent share of Directors from Foundation Members. The new Board of Directors will elect office bearers at a separate meeting in December each year, with the new Board taking charge from 1 April the following year. 29. Member entitled to stand for election to the Board of Directors and to vote in the election of representatives on the Board of Directors shall be those who are on the rolls of membership as on 15th May and have paid the subscription for that year, including arrears, if any. 30. The election of the members of the Board of Directors shall be conducted by any appropriate medium including electronic in accordance with the Rules for Election of Directors framed for the purpose, with the first such election being conducted in September 2013 or at the earliest opportunity thereafter (for elections in September 2013, membership fee requirements do not apply). 31. Elected members will be informed in writing about their election by the Executive Director. In the eventuality of no nominations for any post the existing Directors shall select a person and submit his/her nomination to the Board of Directors for approval, subject to having obtained that nominee’s prior consent. 32. A member of the Board of Directors shall cease to be its member on his death or on his resignation being accepted or on his becoming of unsound mind, insolvent or being convicted of a criminal offence involving moral turpitude. The vacancy so caused shall be filled by election for the normal term through a special election for the relevant member category. Where there is insufficient time to organise such extra-election, the relevant Board seat shall remain vacant. General principles for conduct of business of General Body and Board meetings 33. The President shall preside at all meetings of the General Body and of the Board. In his absence, the Senior-Vice President shall so preside. In the absence of the President and Senior Vice-President, the members present shall elect a person to preside at the meeting. 34. Where a physical General Body or Board meeting is convened, the notice calling a meeting of the Federation or Board shall state the date, time and place at which such meeting will be held and shall be served upon every member of the Federation (or the Board) not less than seven clear days before the day appointed for the meeting, provided that the accidental omission to give notice or the non-receipt of notice by any member shall not invalidate the proceedings at the meeting. Where an electronic meeting is convened, the notice shall be served no less than seven days before the meeting. 35. If the quorum is not present in a General Body or Board meeting, the President or the person presiding as the case may be, shall adjourn the meeting to the same day in the next week, at the same time and place, or to such other day and at such other time and place (including through electronic forum) as he may decide on the basis of the same agenda. Such adjourned meeting will not require the prescribed quorum. 36. If the quorum is not present, the President or the person presiding as the case may be, shall adjourn the meeting to the same day in the next week, at the same time and place, or to such other day and at such
6 other time and place (including through electronic forum) as he may decide on the basis of the same agenda. Such adjourned meeting will not require the prescribed quorum. 37. The President shall have power to invite any other person to attend meetings of the General Body and the Board of Directors, but such other person shall not be entitled to vote at the meeting. 38. All disputed questions at the meetings of the General Body and the Board of Directors shall be determined by majority of votes. In the case of an equality of votes, the person presiding shall have a second or casting vote. 39. Any business which may be necessary for the General Body or the Board of Directors to transact (except such as has to be placed before the General Body Meeting) may be carried out by circulation among all the members of the Federation or the Board respectively, and approval, by a majority of members entitled to vote at meeting of the General Body or at a meeting of the Board respectively signing or voting shall be as effective and binding as if such resolution had been passed at the meeting of the Federation or the Board of Directors as the case may be provided that at least the number of members constituting the quorum of the Federation or the Board of Directors as the case may be record their views on the resolution. Initial Rules of Membership 40. Till the General Body promulgates specific Rules of Membership, the following Initial Rules of Membership shall apply. 41. There shall be the following classes of Members: (a) Foundation Members, (b) Ordinary Members, (c) Associate Members, (d) Individual Members, and (e) Honorary Members. 42. Foundation Members shall consist of the following bodies, each entitled to 1000 votes at a General Body meeting: (a) The Freedom Team of India, with two Directors on the Board, one of them being ex-officio Executive Director. (In this regard, Dipinder Sekhon is ex-officio Founder President-cum- Executive Director and Sureshan Payyaratta ex-officio Founder Treasurer.) (b) Not-for-profit organisations (including political party) nominated by the Founder President-cum- Executive Director or Initial Board’s President, with specified number of Board seats (at least one nominee from each such organization will be eligible for a Director’s position on the Board), subject to a maximum of six such organisations. 43. Except at the commencement of the Trust or during the period of the Initial Board, the number of Directors representing Foundation Members shall not exceed forty nine per cent of the membership of the Board. Where a Foundation Member leaves the Federation, the Board may accept new Foundation Members upon application. Foundation Members shall have the power to change their nominated Director from time to time. 44. Ordinary Members (entitled to 100 votes each at a General Body meeting) shall be any not-for-profit organization (including political party) (whose work is broadly consistent with the objectives of SKC Federation) which has applied for and been admitted by the Board of Directors, after due consideration as Ordinary Member of the Federation. 45. Associate Members (entitled to 20 votes each at a General Body meeting) shall be any organisation (including for-profit) broadly interested in the aims and objects of the Federation which has applied for and been admitted by the Board of Directors, after due consideration, as an Associate Member of the Federation. 46. Individual Members (entitled to one vote each at a General Body meeting) shall be Indian citizens experienced and/or interested in policy and governance matters who have applied for and have been admitted as Individual Member of the Federation.
7 47. Honorary Members (entitled to one vote each at a General Body meeting ) shall be individuals (both Indian nationals and foreign) distinguished in policy and governance matters, invited by the Board of Directors to join the Federation. Honorary Members shall be exempt from payment of subscription. Fees 48. Fees will be charged in accordance with the Membership Bye-laws established by the Board. Till Membership Bye-laws and systems to receive fees are established or till 31 March 2014, whichever comes earlier, no fees will be charged. 49. From 1 April 2014, if Membership Bye-laws or systems to receive fees have not yet been established, the following fee structure shall apply: (a) Each Foundation Member (excluding the Freedom Team of India, being exempt from fee in perpetuity) shall pay a fee of Rs.10,000/- per annum per Director. (b) Each Ordinary member shall pay a subscription of Rs.5,000/- per annum. (c) Each for-profit Associate Member shall pay a subscription of Rs.50,000/- per annum, and not-for- profit Associate Member shall pay a subscription of Rs.2,000/- per annum. (d) Each Individual Member shall pay a subscription of Rs. 500/- per annum. 50. Membership fees shall be payable by members before the expiry of two months from the commencement of the year to which it relates, provided that in the case of admission to membership of the Federation during the course of a year, the subscription for that year shall be payable by the member within a period of one month from the date of the decision of the Board of Directors admitting it to such membership. Provided further, that in the case of any member admitted to the membership of the Federation in the second half of any year, the subscription payable for that year shall be one-half of the subscription payable otherwise by it for a financial year. 51. A complete Register of SKC Federation Members shall be made available to SKC Federation Members for examination upon payment of relevant charge, subject to such information not being made public in any form or shape without specific Board approval. Termination of membership 52. Except as hereinafter provided, a member organisation shall not cease to be a member by reason only of a change in the constitution of the organisation, provided the organisation continues in the name in which such organisation was admitted as a member. 53. A member shall cease to be member on the happening of any of the following events namely: (a) on his death (if member in individual capacity) or upon dissolution of the said organization; (b) on its/his resignation, with two week’s notice, being accepted by the Board of Directors (with resignation automatically accepted except where financial liabilities may be involved). (c) on the Board of Directors deciding by a majority of the members voting to strike off the name of the member for non-payment of subscription after it has fallen due and after the member has been called upon to pay by the Executive Director or such other officer as may be appointed by email sent to the registered email address of the member; (d) on the Board of Directors finding by a majority of not less than three fourths of Directors voting that the member has ceased to exist or ceased to possess the qualifications for membership; or (e) on a disciplinary or other process recommending and the Board of Directors finding by two thirds majority of Directors voting that continuance of a membership is prejudicial to the interests of the Federation. 54. Except for voluntary resignation, criminal acts or breach of trust, any member or Director expelled from the Federation shall be refunded pro-rata, in units of half-year, any fee for the remaining duration of membership. Board of Directors 55. Till comprehensive Rules for the Board are established by the General Body, the following Rules shall apply, particularly to the Initial Board of Directors.
8 56. The Board of Directors will include one ex-officio office bearer nominated by Freedom Team of India, being the Board’s Secretary, known as Executive Director. He shall have the obligation to appoint a (non-voting) Treasurer from the Freedom Team of India to the Board who will report to the Executive Director on accounts. The Board shall have a second (voting) member from the Freedom Team of Inida. 57. The Board of Directors, with non-Foundation Member Directors elected by the General Body in September each year, shall consist of a maximum of seventeen Directors, each with a term comprising the following fiscal year: (a) a maximum of eight Directors nominated by Foundation Members, including two mandatorily from the Freedom Team of India; (b) a maximum of five Directors elected within the constituency of Ordinary Members; (c) a maximum of two Directors elected within the constituency of Associate Members; (d) a maximum of two Directors elected within the constituency of Individual Members; and (e) a maximum of one Honorary Member nominated as Director by the President from within the constituency of Honorary Members. 58. The Board will elect the following office bearers by the month of December each year: (a) President, to be designated as “President, Soné Ki Chidiya Federation”; and (b) Five Vice-Presidents of the SKC Federation (including one Senior Vice-President nominated out of these five by the President). 59. Excluding Foundation Members who have permanent seats for their nominees, Directors representing various categories of Members retiring at the end of a year shall be eligible for re-election, subject to a maximum of six years in a row. 60. If a vacancy occurs in the office of the President on account of resignation, death or otherwise, the relevant Foundation Member (where the President is a nominee of a Foundation Member) will nominate a substitute; else the Board of Directors shall elect a President for the residue of his term from among its remaining Board of Directors. 61. The Board of Directors shall function notwithstanding any defect in the appointment, nomination, co- option or election of any member, and no act or proceeding of the Board of Directors shall be invalidated or nullified merely by reason of the existence of any vacancy therein or of any defect in the appointment, nomination, co-option or election of any member. Powers of the Board and conduct of its business 62. Subject to supervision and control by the General Body (Federation), the Board of Directors is empowered manage the affairs and funds of the Federation and exercise all powers necessary to attain the objects specified in this Trust Deed, including authorising any officer or officers to operate the bank or other accounts of the Federation. The Founding trustees as the founding Directors will jointly open and operate the bank accounts till such time the Board of Directors take a decision to authorize any officer or officers to operate the bank or other accounts of the federation. 63. All decisions of the Directors except those mentioned herein specifically or under the Rules shall be made at least by a simple majority of the votes available on the Board of Directors. If there are less than three Directors, this would mean unanimous consent. All acts done and carried out by such a vote shall be valid and effective as if such acts had been done by all the Directors. In the event of a tie among the Directors the President shall have a casting vote. 64. Specific powers of the Board include framing, amending or repealing any Bye-laws to provide detailed guidance for the conduct of any affairs provided for in this Deed or any Rules made by the General Body, including: (a) regarding preparation and submission of budget estimates, the sanction of expenditure, making and sale of alterations of investments and accounts and audit; (b) conduct of business of committees and sub-committees as may be constituted from time to time determining the powers and functions of such committees and sub-committees, their constitution and the terms of office of the members;
9 (c) procedure for the terms and tenure of appointment, emoluments, allowances, rules of discipline and other conditions of service of the staff of the Federation, (d) the nature of audit to be applied and the detailed arrangements to be made in regard to the form of accounts and their maintenance and the presentation of the accounts; and (e) such other matters as may be necessary for the administration of the affairs of the Federation. 65. The Board of Directors shall also have powers, on behalf of SKC Federation, to: (a) enter into arrangements with public or private organisations, individuals or Governments for securing and accepting endowments, grant-in-aid, donations or gifts to the Federation on mutually agreed terms and conditions provided that the conditions to such grant-in-aid or donation of gift, if any, shall not be inconsistent or in conflict with the objects of the Federation. (b) to take over and acquire by purchase, gift or otherwise from Government and other public or private individuals or organisations willing to transfer the same immovable properties, endowments or funds, together with any attendant obligations and engagements not inconsistent with the objects of the Federation. 66. The Executive Director shall arrange to implement all decisions of the Board and maintain (where electronic systems do not automatically create such records) a record of key resolutions of the Board of Directors and relevant minutes. The same shall be signed by the chairman of the meeting. An approval of the record of these deliberations by email would be deemed to be a signature. He (she) shall also perform any duties as may from time to time be entrusted to him by the President. 67. The Board of Directors shall meet regularly, but at least once in six months. The meeting of the Board of Directors shall be convened by the President by notice issued under hand of the Executive Director or such other officer as may be appointed, or through any electronic medium agreed in advance by the Board of Directors. The quorum for such meeting shall be one-third of its members. 68. The income of the Federation shall be derived from the following sources : (a) Initial settlement of Rs. 2,000 by the Founder. (b) Fees and subscriptions collected by the Federation including subscriptions from affiliated bodies as per the Rules. (c) Donations, grants, contributions and income from other sources. (d) Funds raised from conferences. (e) Funds specifically earmarked by individuals for the institution of awards or special programs. (f) Money borrowed by the Federation as loan from members/ individuals/ corporates. (g) Income from Investments and interest on deposits. (h) Any other income. 69. The Directors shall have power in their discretion to accept, upon such terms as they may think fit, any donations or contributions of property of any kind which any person may be desirous of making to the Trust. Provided that the terms upon which such donations or contributions shall be accepted shall not in any way be inconsistent with or repugnant to the objects of these presents to be utilized only in furtherance of its objects. Provided further the Directors shall, in their discretion, be entitled to treat such donations or contributions or any part thereof as part of the corpus of the Trust Funds or to utilise such donations or contribution or any part thereof for the furtherance or fulfillment of the objects of the Trust. 70. The Directors shall be entitled in their discretion to borrow moneys upon such terms, conditions and securities as they, in their discretion, deem fit and proper from time to time and manage the Trust property comprised in these presents as security for repayment of the loans borrowed for the purpose of the Trust. 71. The Directors shall be entitled to open and maintain in the name of the Trust or in the names of any two or more of them any bank account with any bank that is included in the Second Schedule of Reserve Bank of India (RBI) Act, 1934, as they shall, from time to time decide. All money shall be paid in such account or accounts and the Directors shall be entitled to operate such account or accounts in such manner as they may decide.
10 72. The Directors shall have the power to own, manage and deal with immovable properties belonging to the Trust in any manner they deem fit and to sell, lease, exchange, deal with and acquire immovable properties upon such term and conditions as they may, in their discretion, deem fit from time to time. 73. Without prejudice to the generality of the foregoing objects or purposes but subject as aforesaid, the Directors shall apply the Trust corpus or any income arising from the Trust corpus, at their discretion at any time, in or towards any one or more of the objects or purposes which, in their discretion are charitable in nature or for the benefit of the general public, and towards one or more objects to the exclusion of others in such proportion and manner that in their discretion, they deem fit. 74. All the incomes, earnings, moveable/ or immoveable properties of the SKC Federation shall be solely utilized and applied towards the promotion of its aim and objects only, subject nevertheless in respect of the expenditure of grants made by the Central or a State Government to such limitations as that Government may from time to time impose. No profit shall be paid or transferred directly or indirectly by way of dividends, bonus, profits or in any manner whatsoever to the present or past members of the SKC Federation or to any person claiming through any one or more of the present or the past members, provided that nothing herein contained shall prevent the payment in good faith or remuneration to any member thereof or other persons in return for any service rendered to Federation. No members of the SKC Federation shall have any personal claim on any moveable or immoveable properties of the SKC Federation or make any profit whatsoever, or any person claiming through any one or more of the present or past members. If on the winding up or dissolution of SKC Federation there shall remain after the satisfaction of its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of SKC Federation or any of them. 75. The Directors shall be at liberty to use the income of the Trust or its corpus including original corpus towards its objects; and to incur and pay any amount by way of expenditure, costs, charges, taxes or otherwise which may, in their opinion be, necessary, out of the income of the Trust or out of the Trust and including the original corpus; however, certain contributions earmarked by a contributor or donor to specific causes would have to be applied to those specific causes alone. The Trust and its funds shall not be used for the exclusive benefit of any particular religion, community, caste or political party. Every contribution by the Directors to any other Trust, institution, fund, scheme or activity having as its object/s all or any of the aforesaid objects shall be treated and deemed to be furtherance and achievement of the objects of this Trust. 76. The Directors shall have full power to apportion the Trust Funds and to comprise and compound all actions, suits and other proceedings and difference and demands and refer any such difference or demands to arbitration and to adjust, settle and approve all accounts relating to the Trust Funds and to execute the releases and all documents necessary in the premises and to do all other things as fully as if they were absolutely entitled to the Trust Funds and without being answerable for the loss occasioned thereby. 77. The Directors shall be entitled to takeover the ownership and /or management of any Trust, charity or other body on such terms and conditions as may be thought fit by them provided that such Trust or charities do not have any objects or purposes in contradiction to those of this Trust. Accounts and audit of funds 78. The Board of Directors shall cause to be kept proper accounts of all transactions of the Trust including all relevant records and shall prepare, approve and adopt annual account, annual report, Auditor’s report, Balance sheet, Profit and Loss account, receipts and payments account in such form as may be prescribed by law. 79. The accounts of the Federation shall be audited annually by auditors appointed for the purpose by the General Body (or, in absence of adequate opportunity for the General Body to do so, by the Board of Directors) and any expenditure incurred in connection with the audit of accounts of the Federation shall be payable by the Federation. The Auditors shall have the right to demand production of books, accounts, connected vouchers and other documents and papers. 80. The summary of these accounts of the Trust shall be publicly made available on the Federation website, and underlying details made available to any SKC Federation Member upon request in a form or manner to be suitably determined by the Directors and specified in Rules or Bye-laws, that could include imposing a nominal charge for such request to meet costs, and conditional on any public release being authorised by the Board. Contracts and legal matters
11 81. All contracts shall be executed on behalf of the Federation (or Board) by the Executive Director or such other officer as may be appointed. The Federation may sue or be sued in the name of the Executive Director or such other officer as may be appointed. 82. Copyrights on the correspondence on any electronic Forum of the SKC Federation will remain with the relevant person. However, the Directors may, by mutual agreement to be appropriately documented, take over intellectual ownership and responsibility for the writings and other work of SKC Federation Members (or other participants). This may include draft policies, strategies, Agenda for Change, or any other such product. In general, however, SKC Federation will explicitly differentiate itself from the acts and views of its individual members and will not be held responsible for any statement made by its members on its forums, websites, or public meetings. 83. Notices: (i) A notice may be served upon any member of the Federation either personally or through post in communication addressed to such members at the address mentioned in the roll of members. (ii) Any notice so sent by post shall be deemed to have been delivered within such time as is ordinarily taken by the post office, and in proving such delivery it shall be sufficient to prove that the cover containing such notice was properly addressed and stamped and put into the Post Office. 84. The Directors shall not be responsible for, and shall be indemnified for any damage caused by them as result of their acts or deeds performed as Directors out of good faith and bona fide. 85. The Federation’s domain (www.sonekichidiya.in) has been made available by Sanjeev Sabhlok, conditional on the highest ethical standards being followed by the SKC Federation, and its members aspiring for greater liberty, good governance, and good policy in India. Similarly, the Freedom Team of India has shared its logo with the SKC Federation as long as SKC Federation ensures the highest ethical standards and aspires towards greater liberty, good governance, and good policy in India, which will allow FTI to continue to provide two Directors to the Board. Should FTI arrive at a view at any stage that SKC Federation is not complying with the highest standards, or promoting liberty, good governance, and good policy in India, it retains the right to withdraw its commitment to be a Foundation Member. 86. The SKC Trust may join, co-operate and collaborate or amalgamate with any Trust, society or institution having allied and/ or similar objects upon such terms as the Trust in its discretion thinks fit. 87. The General Body of the Federation shall have the power to dissolve the Federation (Trust) by a simple majority of the votes available to its members through a voting process as prescribed in the Rules. 88. If the General Body decides to dissolve the Trust the Directors shall apply the Trust Funds in its entirety to the objects of the Trust or to transfer the Trust Fund in part of in whole in favour of other institutions, bodies or Trusts having objects similar to that of the Trust. Should the latter eventuality occur, the Freedom Team of India, if it still exists, shall be eligible to at least a quarter of all assets of the Trust, unless it has chosen to depart from this Trust prior to that stage. 89. The Trust is created with the consent knowledge and information of all the Trustees named above an all of them have given their unconditional assent and consent to be the Trustees. It is unanimously decided that this deed of declaration shall be registered in the Sub Registrar office at Delhi. Mr. P. Sureshan is the Settlor and authorized to sign this deed and present the same for registration in the office of the Sub Registrar on behalf of all the Trustees. In witness whereof the parties hereto have affixed their signatures on this documents out of free will and understanding on this the ______day of ______, 2013.
Witnesses Settlor (or Founder) 1) ______Name in full: (P.Sureshan ) on behalf of Freedom Team of India
1) ______Founding Trustees
12 Name in full: (or Founding Directors) 1) ______(Dipinder Sekhon) on behalf of Freedom Team of India
2) ______(P.Sureshan ) on behalf of Freedom Team of India
13