AMENDED MEMORANDUM OF ASSOCIATION OF THE

WELFARE SOCIETY TIBETAN CHAMBER OF COMMERCE

1) Name of the society: The name of the organization shall be “Welfare Society

Tibetan Chamber of Commerce” herein after referred to as “The Chamber”. The

Official abbreviation of the name of the Chamber shall be TCC.

2) Registered Office: H-9, Jangpura Extension, New Delhi- 11001

Working Area: The main activities of Chamber shall be carried out in the state

of Delhi and some part of its activities may have to carry out in other states in

order to attain the objectives of Chamber efficiently but the same shall be under

the directions and supervisions of the Head Office.

HONARARY PATRON OF THE CHAMBER: The Chamber has received the

blessings and kind consent of His Holiness the 14th Dalai Lama to be as the honorary

patron of the Chamber.

3) Objects of Chamber:

The aims and objects for which the society referred to Chamber is established are

as under:

a) To promote contacts and cooperation between the Tibetan business community and

business community in general.

b) To compile appropriate data of those who are in the fields of trade and commerce.

c) To make necessary representation in the agencies of Government of India or other

organizations and institutions on order to promote economic activities of its

members as per Govt. policy.

d) To protect the collective interest of its members.

e) To mediate in any trade related dispute among its members and take necessary action

for the purpose in legal way.

f) To establish business centers to provide trading places for the promotion of trade and

commerce among its members as per Govt. policy.

g) To organize trade fairs and exhibition for promoting trade and industry.

h) To make efforts for the promotion of industry, trade and technology by organizing

conferences, symposia, etc.

i) To disseminate information, hold conferences, seminars, lectures and study circles in

order to educate the general public about the benefits of trade, commerce and

industry for the welfare of the Tibetan people.

j) To communicate with other chambers of commerce and mercantile and public

bodies.

k) All the objects are purely for charitable purposes and not for the purposes of profits.

l) The area of operation shall be India.

Following are the incidental to the attainment of the main objects:

a) To appoint, employ, train, equip, and / or to pay any agents and workers and other

staffs and personnel.

b) To accumulate the income of the society or any part thereof for such periods and

purposes as the society many deem fit and invest the unutilized fund of the society

in the modes as specified in section 11(5) of the income Tax Act 1961 or such other

mode as may be prescribed in the Income Tax Act pertaining to charitable societies.

c) To accept property, by way of donations or contributions, to be held by the society

for the general objects of the society.

d) To sell, exchange, mortgage, let, license, demise, or otherwise deal with building,

houses and other properties, whatsoever vested in or held by the society as per

Govt. Rule.

e) To purchase or otherwise howsoever acquire property of any kind, both movable and

immovable, the corpus and / or income of which is to be applied in or towards the

objects of the society or any of them as per Govt. Rule.

f) To recover rent or license fees or other charges in connection with any property

vested in or held by the society in connection with any service rendered or act,

deed, matter or thing done by the Society as per Govt. Rule.

g) To give such donations, grants or properties of the chamber as may be deemed fit to

other societies having similar objects or to such institutions like Mother Teresa and

His Holiness the Dalai Lama etc. whose activities are carried out for the benefit of

Public peace, health and welfare.

h) To do all things which are incidental or conducive to the attainment of the objects of

the society provided that the income and the property of the society, however

derived, shall be applied solely in and towards the objects of the society as set forth

above. All income, earnings, moveable, immoveable properties of the chamber of

the commerce (society) shall be solely utilized and applied towards the promotion

of its aims and objects only as set forth in the Memorandum of Association and no

profit on thereof 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 society or to any person claiming through any one or more present

or past members. No member of the society shall have any personal claim on any

moveable or immoveable properties of the society or make any profit, whatsoever

by virtue of his membership.

RULES AND REGULATIONS OF THE WELFARE SOCIETY TIBETAN

CHAMBER OF COMMERCE

I. NAME AND LOCATION:

a) Name: The name of the organization shall be “Welfare Society Tibetan Chamber

of Commerce” herein after referred to as “The Chamber”. The Official

abbreviation of the name of the Chamber shall be TCC.

b) Location: The Chamber shall be registered under the Societies Registration Act

of 1860 as a non-profit organization. Its office shall be in New Delhi.

II. MEMBERSHIP:

Any individual or body of corporate, institution, society, association etc having

keen interest in promotion of trade and commerce irrespective of their

cast/color/nationality, in case of individuals and the nature of their undertaking

business in case of organizations and also firmly supports the aims and objects of

the Chamber, shall be eligible to become a member, subject to the approval of the

Governing Body of the Chamber. An interested applicant shall require filling up

and submitting the prescribed application form to the Chamber for approval of his

/its membership along withers recommendation from at least one member of the

Chamber. The Chamber shall within a reasonable time, confirm the applicant’s

status and if the same is not approved, then it shall be discretionary power of the

Chamber whether to assign any reasons for the disapproval of the concerned

membership or not. The foreign members shall follow the guidelines / restrictions

that may be imposed by the Government of India from time to time.

a) Individual Membership: Any individual, retailer, restaurateur, hotel owner,

travel agency, and professionals engaged or intend to be engaged in business

activities or professional services etc.

b) Corporate Membership: Any bodies of corporate, institution, society,

association, professional firms etc engaged in business activities or professional

services. Individual members can also become corporate members by paying

corporate membership fee.

c) Honorary Membership: Any individual, institution, body of corporate,

organization which has rendered or in capable of rendering worthy contributions

in the fulfillment of the objects of the Chamber and/or in a position to pay

higher rate of membership subscriptions may be appointed as honorary

member/s for a period of 3 years by the Governing Body and their terms may

further be extended if the majority of the Governing Body members are so

desired. The Honorary members shall always be respected members of the

Chamber; however, they shall have no voting rights and shall not be elected as

members of Governing Body of the Chamber.

III. SUBSCRIPTION:

a) The Memorandum fees shall be payable annually in advance for each fiscal year

to the chamber. The fiscal year of the chamber shall be from April 1st to March

31st of each year.

b) The subscription rate of different categories of memorandum shall be fixed by

the Governing Body from time to time.

IV. CESSATION OF MEMBERSHIP:

a) Any individual or organization shall cease to be a member of the Chamber by

resignation, death, insanity, or liquidation/ dissolution, insolvency.

b) The membership shall also be ceased by disqualification of different grounds

as not paid subscription for consecutively two years or acting against the rules

of the Chamber etc and in such case, the Chamber shall have the right to

expel/terminate his/her/its membership by 2/3 vote of the Governing Body

members, however, before taking such decision, 15 days notice in written shall

be served to the concerned member to justify his/its defaults.

c) Rights and Duties of members:

• A member has the duty to uphold the Memorandum of Association of the

• A member has the right to receive any and all literature distributed by the

• All members shall make reasonable efforts to attend all annual meetings of the

• Except the Governing Body members or office Executives, no member shall

• No Member shall enter into or obligate WSTCC into any contract or service

• Any member who violates any of these provisions may be censured or removed

• Members shall have the right to render any suggestion for the improvement and

Chamber and its rules and regulations.

Chamber.

Chamber and shall elect the members of Governing Body for each term as fixed

in its rules.

represent WSTCC to any other organization, individual or the public for any

reason without prior permission of the Governing Body of the Chamber.

without prior approval of the Governing Body.

from WSTCC in accordance with the procedures provided in Article IV (b).

implementation of its policies and programs undertaking by the Chamber and to

approve its previous year account report etc.

V. GOVERNING BODY:

a) The affairs of the Chamber shall be managed by the Governing Body and

duties may be delegated to Officer, Committee Chairs and staff. All Governing

Body Members shall be a member of the Society.

b) The Governing Body of the Chamber shall be comprised of seven to eleven

members. The Governing Body shall include President, Vice- President,

General Secretary, Joint Secretary, Treasurer and Joint Treasurer. The

corporate members will always hold the post of President, Vice-President and

General Secretary.

c) Nomination of Governing Body Members:

Any individual / corporate member may nominate by himself or another

member as a candidate for the Governing Body Members. The nomination

shall be accompanied by a bio-data of the person so nominated. The candidate

must be a member of the Chamber for more than 1 year and must have

his/her/its membership fee be duly paid.

d) Election of Governing Body Members:

I. A Member who has been duly nominated by himself or by another

member may be elected as a member of Governing Body. Members

shall be elected for a 3 year term by majority vote of the members

during Annual General Meeting. Each member shall hold office until a

successor is elected.

II. The Governing Body shall appoint three Election Officers for the

purpose of holding elections. The Elections Officers so appointed may

appoint other persons as their assistants. Election officers should be

members of the Chamber and shall not be allowed to stand for election

but casting vote shall be permitted.

III. The Election Officers shall publish election programs with the

approval of the Governing Body 15 days before the date of the Annual

General Meeting, which is to hold the elections.

IV. The Election Officers shall count the number of votes caste in the

elections for the members of the Governing Body, and declare the

candidates who have secured a majority votes as elected in the order

based on the number of votes received by the members of the

Governing Body.

V. Elections shall be held through Secret Ballot.

VI. In the event of a tie, the Election officers shall decide the matter

by casting votes among themselves. The General Body must elect

seven to Eleven members to the Governing body and so elected

members shall decide the members of the Executive committee post

wise among themselves.

VII. No person may cast a proxy vote on behalf of any Firm, Company

and Institution other than represented by him or herself, however a

member can send representative on behalf of his or her organization

and shall have the voting rights.

VIII. Vacancies may be filled on an interim basis, by the Governing

Body, subject to approval by members of the Chamber at the next

Annual General Meeting.

b) Meeting of the Governing Body Member: The Governing Body shall meet as

often as necessary but at least twice in each year. The General Secretary shall

serve 15 days notice in writing either by post or email along with copies of

Agenda, any paper/s for discussion if any, to all the members of Governing

Body prior to the date of meeting to be held. An urgent / emergency meeting

may also be called at any time by serving a short notice of 24 hours at least, to

all the members of the Governing Body either by telephone/email, specifying

the date, time and venue of the meeting therewith.

c) Quorum for the governing Body Meeting: The Quorum of every General

Body meeting shall be 51% of the total members of the Governing Body

including the members of executive committee and if an urgent meeting is held

under such emergency situation, the Chairperson of the meeting shall have the

right to relax the quorum of the meeting otherwise as fixed in its rules. If any

Governing Body member who cannot present in the meeting physically shall

also be counted as present in the meeting by receiving emails or online talks

during the meeting.

d) Duties and Power of Governing Body Members:

The Members of the Governing Body shall discharge their following duties, in

good faith, in the best interest of the Chamber.

I To take all decisions within the scope of and for the purpose of Carrying

out the objectives of the Chamber.

II To make rules for the Chamber within the scope of its Memorandum of

Association.

III To supervise and manage the offices, properties and other assets

of the Chamber and generally administer the fund of the Chamber.

IV To appoint the committee or any other body or office as it may

deem fit.

V To approve the audited balance sheets and annual reports presented

by the Executive Committee.

VI To appoint auditors and fix their remuneration.

VII To convene the Annual General Meeting of members every year.

VIII To convene an extraordinary General Meeting of Members in case

an extraordinary situation arises.

IX To accept donations, grants and contributions made towards the

Chamber.

X To give grants, donations and contributions or property of the Chamber

to other Societies or Trusts having similar objects.

XI To empower the President and other officers of the Chamber or

any other person to perform all or any of the powers of the Chamber

and to sign contracts, document etc. for and on behalf of the Chamber.

XII To enter into, make perform, and carry out contracts of every kind

and for any lawful purposes with any person, associations company, or

body, whether public or private.

XIII To pay or allow any debts or claims on any evidence which they

may think sufficient.

XIV To accept any compensation, or any security, moveable or

immoveable for any debt or any property due to or claimed by the

Chamber.

XV To allow any time for payment of any debt.

e) Compensation: Governing Body Members shall not receive salaries for their

XVI To compromise, compound, abandon, submit to arbitration or

otherwise settle any debt, account , claim or things relating to the

society and members shall not be liable for their acts done in good faith

in this regard and shall not be liable for any loss to the society thereby

occurring.

XVII To enter into any indemnity in favor of any former members or any

other person in respect of any liability or any nature payable in respect

of the society or otherwise in connection with the settlement and to

charge of deposit the whole or any part of the property of the Society as

security for such indemnity in such manner in all respects as they shall

think fit.

XVIII Whenever it deems necessary, the Governing Body shall form

area wise working committee/s and sub working committee/s in any part

of India and abroad as well. Such Committee/s shall function in

accordance with the guidelines or rules framed by the Governing Body

from time to time. All the members of such committee/s shall require to

be the members of the Chamber and their membership subscriptions

shall be collected through the area wise working Committee/s.

XIX The President of the Chamber shall propose the financial budget

to be spent in the current financial year which shall require to be

approved by Governing Body of the Chamber.

services; however they may be reimbursed for travel and other costs incurred

to attend meetings and for ordinary telephone and mailing expenses or for the

use of their office facilities to transact the business of the Chamber.

VI. EXECUTIVE COMMITTEE OF THE GOVERNING BODY:

a) The Executive Committee shall be constituted by the Governing Body of the

Chamber for a period of 3 years. The President, Vice- President, General

Secretary, Joint Secretary, Treasurer and Joint Treasurer of the Governing

Body shall always be the members of the Executive Committee by virtue of this

clause and they shall not hold for more than two term consecutively. He or she

may be re-elected after a gap of one term.

b) Role of Executive Committee:

1) The Executive Committee shall meet as and when necessary but at

least once in two months to implement the policies adopted by the

Chamber and such functions to be performed from time to time.

2) The Executive Committee shall appoint the Chief Executive Officer

(CEO) for the business of the Chamber. If the post of the CEO falls

vacant, the President may appoint any person till the CEO is appointed

officially in consultation with the members of Executive Committee.

3) The Executive Committee shall have the right to determine the terms

and condition of service for the CEO and its staff including dismissal

from the service etc.

4) Whenever it requires, the President or the General Secretary shall have

the power to engage professionals such as Chartered Accountant,

Engineer, Lawyer etc for a specific task or retaining basis for the future

interest of the Chamber with such terms and conditions mutually

agreeable by both the sides which shall require to be approved by the

Executive Committee in its next meeting.

c) Role of the President:

1) To preside over general meetings, extraordinary meetings and meetings

2) To perform functions require to be performed for the operation of the

3) To represent or make arrangements for representing the Chamber in

4) To give instructions to the General Secretary to convene meetings of

5) In case any vacancy arises in the Governing Body for any reason, the

of the Governing Body.

Chamber, or give instructions to the General Secretary and the Chief

Executive Officer (CEO) from time to time.

different fields, unless otherwise prescribed by the Governing Body.

the Governing Body and other meetings of the Chamber.

President may nominate a candidate to fill the vacancy which would

require approval of the Governing Body in its next meeting.

d) Role of the Vice-President:

1) To perform the functions entrusted to him by the President of the

2) The Vice –President designated by the President shall work as Acting

Governing Body.

President in the absence of the President. Provided that in case the

post of President falls vacant or in case it becomes necessary to

designate an acting President for more than three months, the

Governing Body shall designate the Vice – President as Acting

President till the next Annual General Body meeting.

e) Role of the General Secretary:

1) General Secretary shall look after the efficient running of the office of

2) To implement or make arrangements for implementing the policies,

3) To keep records of all the proceedings of meeting in safe custody and

4) In the absence of General Secretary, the Joint Secretary shall act on

5) To convene general meetings, extraordinary meetings, or meetings of

6) To make correspondence on behalf of the Chamber according to the

7) To submit annual reports to the Annual General Meeting

f) Role of Treasurer:

1) Treasurer shall protect and promote the funds of the Chamber and

2) To submit financial reports to Annual General Meeting.

3) To submit the budget estimates approved by the Governing Body

the Chamber.

instruction and decisions of the Governing Body.

keep all property records.

behalf of the General Secretary.

the Governing Body as directed by the President.

needs, in consultation with the President.

inspect and control the accounts of income and expenditure of the

Chamber.

before the Annual General Meeting.

g) Cessation of Governing Body Membership:

4) To make arrangements for keeping the accounts and records of income

and expenditure, as well as particulars of the movable and immovable

property of the Chamber in a correct manner in the prescribed forms.

5) All bills / vouchers have to be approved and closed by the Treasurer in

every month.

A person shall not remain a member of the Governing Body in the following

circumstances:

1) In case he/she becomes insane or losses his senses.

2) In case he/she requests for being declared insolvent and bankrupt.

3) In case he/she is convicted by a court of a criminal offence.

4) In case a no-trust motion is passed against him/her by the Governing

Body members.

5) In case he/she remains absent from two consecutive Governing Body

meeting without furnishing any notice.

6) In case he/she resigns from his post provided that the Governing Body

may request him to withdraw his resignation.

VII. THE CHIEF EXECUTIVE OFFICER (CEO) AND STAFF OF

THE CHAMBER

The Chief Executive Officer (CEO) who shall be the principal executive officer

responsible for the proper administration of the Chamber.

a) The Chief Executive Officer (CEO) shall have such powers to perform

such duties as may be assigned to him/her by the Executive Committee

or the President from time to time.

b) The Executive Committee shall appoint its staff as per needs, in

consultation with the Chief Executive Officer (CEO) for the business of

the Chamber and determine their terms & conditions including the

dismissal of the service.

c) The Bank account/s of the Chamber shall open in its own name in any

bank of Nationalized/Private, which shall be operated by any two from

the following officers of the Chamber jointly i.e. the President, General

Secretary, Treasurer and Chief Executive Officer (CEO) of the

Chamber.

d) The Chief Executive Officer (CEO) shall submit an Annual report and

the audited account statements to the Governing Body.

e) The Chief Executive Officer (CEO) shall also be responsible for all the

payable and receivable accounts during his/her term within the limited

power given to him.

VIII. THE GENERAL BODY & ITS ANNUAL MEETINGS

a) All the members shall constitute the General Body of the Chamber and

its Annual meeting shall be held once in every year in the month of

April/May. An extra ordinary general meeting may also be summoned at

any time, if the Governing Body feels necessary to do so.

b) A written notice of 25 days in advance along with the copies of Annual

report, Financial report, Agenda and relevant papers for discussion, if

any, In case of Annual General Meeting and 10 days notice in advance,

in case of an extraordinary general meeting shall be sent to all the

members (except those defaulters) of the Chamber either by post or

email, specifying the date, time and venue of the meeting to be held

therewith.

c) The quorum of Annual General Meeting shall be 30% of the total

existing members of the Chamber, whereas the quorum of an

extraordinary general meeting shall be 20% of its existing members.

Quorum consists of its members and representatives of its members.

d) Any decision taken at the General Body meeting must be supported by

51% majority of members present in the meeting

IX. SOURCE OF INCOME

Source of income of chamber shall be as under:

a) Fee/subscriptions and service charges from its members and funds

raised by the Chamber.

b) Loans/advanced amounts obtained by the Chamber.

c) Donations, Gifts, Grants, Voluntary Contributions from Governmental or

Non- Governmental Organizations and Private Individuals.

d) Such funds receiving in the name of Chamber from any foreign or

international organizations/private individuals shall require obtaining

necessary approvals or registration from the Government of India.

X. PROPERTIES OF THE SOCIETY HEREINAFTER REFFERED TO THE

“CHAMBER”

a) The property of the Society shall be administered and managed in

accordance with the provisions contained in these Rules and

Regulations which may from time to time be amended / approved by the

General Body. PROVIDED, however, that such rules and regulations

shall no offend against the objects and purposes of these presents or

be inconsistent therewith.

b) It shall be the duty of the Governing Body to keep the moveable and

immovable property forming part of the Society in good repair and

condition, and to make any addition, alteration or improve in such

property and develop the same from time to time in such manner as

they in its discretion deem fit and proper.

c) It shall be within the powers of the Governing Body to sell or otherwise

dispose of any part of the property of the Society on such condition(s)

and upon such terms as the Governing Body in its discretion may deem

fit and proper for the purposes of the Society.

d) The Governing Body may receive property, by device or bequeath or

otherwise acquire and hold the property, moveable or immovable,

whatsoever or whosesoever situation as it may in its absolute discretion

deem fit.

e) The Governing Body shall manage the property of the Society prudently

and economically.

XI. UTILIZATION OF FUNDS

The funds received in the form of contributions/ donations or any income derived from

its property whatsoever shall solely be applied towards the fulfillment of the objects of

the Chamber as set out in its Memorandum and for its management in a manner as

the Governing Body may think the best and proper and no portion thereof shall be

paid/transferred to its members as dividends, remunerations or shares etc.

XII. AUDIT

a) The Chamber shall maintain proper books of account and the same

must be audited by its Chartered Accountant, appointed by the

Chamber.

b) The auditor must be registered Chartered Accountant.

c) For audit purposes, the auditor may demand the accounts and records

of cash and goods and financial decisions of the Chamber.

d) The audited report /statement along with return shall be filed to the

Income Tax department in every year.

XIII. AMENDMENT

Whenever it deems to be necessary, any amendment or alteration, addition, deletion

etc in the Memorandum and Articles of Associations of the Chamber shall be made in

accordance with the section 12 & 12A of the societies Registration Act 1860 as

applicable to the State of National Capital Territory.

XIV. REGISTER

The Chamber shall maintain a register explicitly mentioning such necessary particulars

as the names and addresses of member’s date of acquisition of membership, and the

section where the fees had been paid. The members may inspect all registers

XV. DOCUMENTS AS VERIFIED BY THE CHAMBER

All bonds, agreements, contacts, title deeds, etc to be effected by the Chamber shall

be deemed to have been effected by the Chamber in case an office bearer who has

been authorized to do so according to the decision of the Governing Body, sings it.

XVI. LEGAL ACTIONS

The Chamber may sue or be sued in the name of its President or General Secretary,

in absence of such two; any executive member of the Governing Body or the Chief

Executive Officer (CEO) or any officer appointed by the Chamber on this behalf or

otherwise.

XVII. LIABILITY

Subject to the provisions of the Societies Registration Act 1860, (Punjab Amendment

Act 1967) as extended to the union Territory of Delhi, the President, Vice-President,

Treasurer and Secretary and their executors, administrators and assigns respectively

shall be indemnified out of the assets of the Society and will not be held responsible

against all suits, proceedings, costs, charges, losses, damages and expenses, which

they, or any of them, shall or may incur or sustain by reason of any act done or

committed lawfully and with good intention in or about the execution of the duties in

their respective offices. However, the aforesaid officers will be held accountable for

such losses (if any) as they shall or may incur or sustain by or through unlawful neglect

or default respectively.

XVIII. DISSOLUTION

a) If the said Chamber needs to be dissolved, it shall be dissolved in

accordance with the procedures laid down in section 13 and 14 of the

Societies Registration Act 1860, as applicable to the National Capital

Territory of Delhi.

b) All the provisions of the Societies Registration Act 1860 (Punjab

Amendment Act 1967) as extended to the Union Territory of Delhi, will

apply to the Chamber.

c) The courts in Delhi shall have the jurisdictions to trial any dispute/s that

may arise.

XIX. INEFFECTIVENESS

Matters written in the Memorandum of Association shall be ineffective to the extent

they contradict with the prevailing law.

XX. CERTIFICATION

We the undersigned executive members of the Governing Body do hereby certify that

this is the correct and true version of the amended Memorandum of Association and

the Rules & Regulations of the Welfare Society Tibetan Chamber of Commerce.

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