Approved by the First General Meeting held on 16.10.2021 at the Pledge Escape Hotel, Negombo

Paragraph 1: The name of the Association is Aluth Kathabaha  (Hereafter the Association)

Paragraph 2: The registered office of the Association will be situated in Colombo District.

Paragraph 3: Core Values and Objectives

Clause 1: Core Values of the Association are:  

  1. Respect and Protect human rights, Cultural rights, freedom, equality and social justice 
  2. Ensure the rule of law, pluralistic and participative democracy, citizen-focused institutions and service delivery systems
  3. Sustain Equity and Respect for diverse identities, peaceful co-existence and non-violence 
  4. Secure environment-friendly sustainable Socio-economic development 
  5. Assure Inclusiveness, Openness, equal participation and solidarity 
  6. Maintain enhancement of knowledge and sharing of experience

Clause 2: Objectives of the Association 

The objects for which the Association is established are

  1. Protecting the rights of the members of the Association
  2. Build leadership and develop advocacy knowledge and skills among civil society actors as a base for social transformation
  3. Increase the role of civil society and strengthen its voice in policy- and decision-making at the national and regional level;
  4. Improve and enhance communication, coordination and cooperation between the civil society actors and the public.
  5. Promote the dialogue between the civil society actors and, state institutions to influence the public policies

Clause 3: To meet the objectives by the aid of all or any of the following – 

  1. Periodical meetings of the Members of the Association and of the social interests generally. 
  2. The publication of such information as may be thought desirable, in the form of social media website, networks, a periodical journal/s. 
  3. Organize, conduct or facilitate Lectures, Panel discussions, Seminars, Debates, Symposiums, Forums, workshops etc.
  4. The grant of sums of money out of the funds of the Association for the promotion of societal work and activities, in such manner as may from time to time be determined. 
  5. The maintenance of provincial and regional networks by such lawful means as may be necessary. 
  6. The encouragement of an endowment fund
  7. And such other lawful things as are incidental or conducive to the attainment of the above objects.

Clause 4: . The income and property of the Association, from whatever source derived, shall be applied solely towards the promotion of the objectives of the Association, as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend or bonus, or otherwise, however, by way of profit to the Members of the Association. Provided that nothing herein shall prevent the payment in good faith of remuneration to any Officers or Servants of the Association, or to any Member of the Association, or other person, in return for any services actually rendered to the Association.

Paragraph 4: Membership 

Clause 1: The Founder Members of the Association are those whose names are entered in the Register of Members of the Association as Members at the time when these regulations came into operation and subsequent Members shall be those persons who being eligible shall after the date when these Regulations come into operation be duly elected in such manner and upon such conditions as may be prescribed from time to time by the Regulations and the By-Laws.  Clause 2: Any Member of the Association, other than a Temporary Member, who has been for ten years continuously a Member of the Association and shall be eligible to be a Life Member of the Association. 

Any member who pays a sum of Rs. 10,000/- or such other sum as may from time to time be determined by a General Meeting of the Association on the recommendation of The Council shall be elected as Life Member of the Association. This money shall be placed in a fixed deposit in the Bank in the Name of the Association and the accruing interest to be used for current expenditure. The capital can be used for any investment provided prior sanction of  the house is obtained.

Clause 3: A Life Member shall have all rights and privileges of Membership but shall not be liable to pay any subscription to the Association. A Life Member shall be eligible to be elected to any office in the Association.

Clause 4: Any Individual interested in working relationship with the Association or  Any Member of affiliated Association or group interested in working relationship with the Association can request to be a temporary member with the prior consent of the officers’ of the Association recommended by a full (Life) member or more. Such an Individual when accepted by The Council of the association at a meeting shall become a Temporary Member of the Association for the Period of time not to exceed one year. A temporary Member shall not be entitled to any vote, but shall be entitled to the right to express his/her opinion at invited meetings, discussions, forums and workshops. 

Clause 5: The Mode and conditions or election to Membership shall from time to time be determined by or in accordance with By-Laws.

Clause 6: A Member shall remain a Member until he ceased to be a Member in accordance with the provisions of the Regulations or of the By-Laws.

Clause 7: The Rights of Membership shall not be transferable or transmissible; they are to be regarded as personal.

Clause 8: The individuals who obtain registration and membership of the Association will be regarded as the Association’s total membership. The annual membership fee for such person shall be 1000/- or equivalent in any other currency or such other sum as may from time to time be determined by a General Meeting of the Association on the recommendation of The Council. The first year’s subscription of the Member shall be paid immediately after his election. The subscription for each subsequent year shall be paid in advance on the first day of July each year. Clause 9: The subscription shall be paid by each member to such Officer of the Association (Treasurer) as may be appointed in accordance with the By-Laws to receive the same.

Clause 10: Any member failing to pay his subscription before the end of the year for which it fell due shall cease to be a member, but he may: 

  1. On the payment of the full amount of arrears up to a period of five years, continue to be a member without loss of seniority of Membership. 
  2. On the payment of the current year’s subscription, be a member with loss of seniority of membership.

Clause 11: members of the Association will have the following privileges. 

  1. With written permission from the Secretary of the Association, buildings, furniture and other equipment belonging to the Association can be used for the activities of the Association. 
  2. All members of the Association have the right to speak at meetings and vote. 
  3. All members of Association have the right to run for office and vote at elections. 

Paragraph 5: Cease of Membership 

Clause 1. ordinarily cease of Membership

A Member of the Association shall ipso facto cease to be a Member, 

  1. When he/she dies or, 
  2. If he/she is convicted in a Court of Justice, of any felony or misdemeanor, or 
  3. If he/she forfeits by misconduct the qualification by virtue of which he/she became

eligible as a Member of the association or, 

e. If by notice, in writing to the Secretary of the Association he/she resigns his/her

Membership. Nevertheless, a Member shall not, except with the consent of The Council, have power to resign his/her Membership as aforesaid whilst any subscription or other moneys shall be owing from him/her to the Association.

Clause 2: By Expulsion

The following provisions as to the expulsion of Members shall have effect, that is to say: 

  1. Any Member of the Association whose conduct shall upon inquiry be deemed to be detrimental to the core values of the association and honor and interests of the civil activism, or calculated to bring the activism into disrepute, may be expelled from Membership in such a manner as may be prescribed by the regulations of the Association for the time being. 
  2. The Council shall have power upon the representation of any three or more Members and after due enquiry, finally to expel from Membership of the Association any member whose conduct shall be held to be such as renders him liable to expulsion under the last preceding paragraph. Clause 3: Not less than 14 days notice shall be given to the Member implicated of the meeting at which the enquiry is to be held and shall be at liberty, if s/he so desires, to attend the Meeting for the purpose of explaining his conduct.

Clause 4: A majority of two thirds of the Members present and voting at any ordinary General Meeting shall be required for the purpose of exercising the poser of expulsion.

Paragraph 6: Office bearers / Executive Committee/Council Clause 1: 

  1. The selection of office bearers for Association must be done annually at Annual general meeting 
  2. The Secretary of the Association will notify the membership via email, SMS; when and where elections will be held in order to elect new office bearers for the Association.  c) The Council of the Association will comprise the following officers: 
    1. Chairperson
    1. Deputy Chairperson
    1. Secretary 
    1. Deputy Secretary 
    1. Treasurer 
    1. Editor
    1. Committee members representing districts (number will be depend on the district affiliated Associations)

 Ex-officio members

  1. Immediate Ex- Chairperson
    1. Immediate Ex-Secretary

d) Officers aforesaid and The Council Members, unless provided by the regulations, shall hold office till the conclusion of the next Annual General Meeting and shall have and possess such duties, powers, and privileges as shall be determined from time to time by or in accordance with the ByLaws.

Clause 2: Elected office bearers of the Association will remain in office for one year. 

Clause 3: If a legally elected officer or officers wish to resign from their posts, they must inform the secretary in writing with a copy to the Chairperson. 

Clause 4: If as stated in clause 1 of Paragraph 5, an officer or officers resign from their posts, vacancies created in the process will be filled through a bi-election. 

Clause 5: No member can hold more than one office or appear for elections with the intention of holding more than one office in Association in a particular year.  Clause 6: No member can hold one office more than eight times. 

Paragraph 7: the duties of the Council 

Clause I: Only the officers mentioned in clause 1 of paragraph 5 of the constitution will be referred to as ‘The Council’. 

Clause 2: 

  1. The Council must hold at least six meetings per year. 
  2. Such meetings must be announced through a notice via email and SMS. 

Clause  3: In the absence of the Chairperson the Deputy Chairperson must preside over such meetings 

Clause 4: In the absence of the Chairperson the Deputy Chairperson any office holder except the secretary of the Association can be invited to preside over the meeting. 

Clause 5: The quorum at any meeting is 5 office holders. Either the Chairperson or Deputy Chairperson and the Secretary or Deputy Secretary of the Association must be among these five office holders. 

Clause 6: It is the duty of the secretary to summon such meetings and prepare the agenda. The minutes of every meeting must be recorded in a notebook. It is the duty of the secretary to read and edit such records and to get the edited or unedited minutes seconded at the next meeting.  Clause 7: The Council may delegate any of the powers, authorities, and discretions to specially appointed sub-committees, ad-hoc committees or working committees, to which it shall have the power to co-opt any persons not Members of the Association, according to the needs of the subject involved.

Clause 8: Any Member of The Council who absents himself from three consecutive meetings of The Council without notifying the Secretary of the cause of the absence shall be deemed to have vacated his office.

Clause 9: A resolution in writing signed by all the Members of the Council of the Association shall be valid and effectual as it had been passed by a meeting of the Council duly called and constituted.

Clause 10: The Council, in addition to the powers and authorities by the Regulations and by the By Laws expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done by the Association in General Meetings subject nevertheless to the Regulations and to the By Laws and to the instructions contained in the resolution of a General Meeting of the Association.

Clause 11: In particular the Council shall have powers to 

  1. Purchase or otherwise acquire for the Association, any property, rights and privileges which shall be desirable provided funds other than the investments are available. 
  2. To borrow or raise any sum or sums of money for the purpose of the Association and to give such security for money raised or borrowed as may seem expedient to the Council with prior approval of the Membership. 
  3. To appoint, to remove or suspend any member of the paid staff as may be expedient and on appointing such staff to determine their powers and duties and fix their salaries or emoluments and to require security whenever necessary. 
  4. To institute, conduct, defend, compound or abandon any legal proceeding by and against the Association.

Paragraph 8: The Chairperson 

Clause 1: The Chairperson must preside over all meetings of the Association. The person nominated for the Chairpersonship must have been a member of the Association for a period at least one year.  Clause 2: The Chairperson must not reside over meetings where a motion to question her/his conduct is to be raised. The Deputy Chairperson or in her/his absence any office holder except the secretary can preside over such meetings. 

(The Chairperson shall be an ex-officio member of all sub-committees of the Association.)

Clause 3:              a) The Chairperson or the acting Chairperson will be the interpreter of rules and regulations at all meetings over which s/he presides. 

  • The Chairperson’s judgment cannot be questioned at any time during a meeting. However, a written complaint can be lodged with the secretary within 72 hours of the meeting and the matter can be taken up for discussion at the next meeting in the form of a regular motion. 
  • If the written complaint is heeded, the earlier decision will no longer be valid. 
  • The Chairperson or acting Chairperson can use a deciding vote in addition to her/his vote in situations that warrant a deciding vote. 

Paragraph 9: The Deputy-Chairperson

Clause 1: In the absence of the Chairperson her/his authority will be invested in the DeputyChairperson. 

Clause 2: The Deputy-Chairperson has the authority to carry out additional tasks assigned her/him by the Chairperson or any other duties. 

Paragraph 10: The Secretary 

Clause 1: The member nominated for the post of secretary must have been a member of the Association for a period at least one year. 

Clause 2: The secretary will be responsible for all documents belonging to Association. 

Clause 3: It is the duty of the secretary to summon general meetings of Association, summon committee meetings, keep records, prepare agendas, and publicize them. 

Clause 4: Should an office holder or a member of Association wish to examine the records or other documents belonging to Association, the secretary must assist her/him. 

Paragraph 11: The Assistant Secretary

Clause 1: In the absence of the Secretary her/his authority will be invested in the Deputy-Secretary.  Clause 2: The Deputy-Secretary has the authority to carry out additional tasks assigned her/him by the Secretary or any other duties. 

Clause 3: The Assistant Secretary shall be responsible for the running of the library of the Association and assist the Secretary in his/her duties and in the event of his/her death, resignation or leave to proceed abroad to act in this capacity and perform the duties of the  Secretary, until such time this vacancy is filled. He/she shall maintain an inventory of all library material (books, journals, tapes, slides etc) and hand over same to his/her successor.

Paragraph 12: The Treasurer 

Clause 1: The person nominated for the post of Treasure must have been a member of the Association for a period at least one year. 

Clause 2: 

  1. The Treasurer will be in charge of all finances belonging to Association. 
  2. The Treasurer should, with the approval of the Council, invest life membership fees and re-invest all the investments. The capital of the investment can only be used for special purposes with the Membership approval at a General Meeting.

Clause 3: The Treasurer must prepare the budget estimate for a particular year to be presented by The Council to the general body of the Association. 

Clause 4: The Treasurer is answerable to The Council and membership as to how the funds accumulated for Association were spent. 

Clause 5: It is the duty of the Treasurer to get the estimated expenditure of the Association approved at the beginning of each year. At the end of each year, the responsibility of the finances of Association lies with her/him. 

Clause 6: 

  1. All receipts of expenses incurred with the approval of The Council must be presented to the Treasurer. 
    1. A receipt must be obtained for all monitory transactions of more than Rs. 20/= in value. 
    1. When a printed receipt cannot be obtained, a hand written receipt should only be accepted when the signature, complete name, address, and identity card number of the person issuing the receipt are available. 

Clause 7: At meetings, the Treasurer is answerable on matters of finance. 

Clause 8: 72 hours before the meeting at which the proposed expenditure of Association for a particular year is to be discussed and the meeting held at the end of each year to discuss

Association’s annual finances, the Treasurer must notify the membership through a finance report as to how Association spent its accumulated funds during that particular year. 

Clause 9: 

  1. In case of misappropriation of funds by office holders, the  treasurer must notify The Council of this fact at a committee meeting. 
  2. In situations where there is or could be a misappropriation of funds by office holders, s/he must in writing inform the Chairperson of this fact. 

Clause 10: 

  1. All money belonging to Association kept in her/his charge must be deposited in Association’s bank account.
  2. When necessary, the Treasurer can hold a sum of Rs. *5000/= for emergencies. The Treasurer must file all the receipts of expenses thus incurred. The Treasurer must make sure of the fact that money belonging to Association is spent only on activities approved by Association. 

Clause 11: 

  1. when resigning from the post of Treasurer, 2 weeks written notice must be given to the Secretary with a copy to the Chairperson of Association. 
  2. (The post of Treasurer, vacated with the approval of Association, should be filled in accordance with the regulations set down in clause 1V of paragraph 3). This must be done within a week of receiving the former Treasurer’s letter of resignation. 
  3. The former Treasurer must hand over all documents belonging to Association to the new Senior Treasurer within two weeks of handing in her/his letter of resignation. The new Treasurer must attest to the fact that all such documents were handed over to her/him in a letter to the former Treasurer, with a copy to the Chairperson and Secretary. 

Paragraph 13: Editor

Clause 1:  The Editor elected shall be responsible for running the print or electronic publications of the Association.

Clause 2: The Editor will coordinate the editorial sub-committee of the Association.  

Clause 3: Members of the Editorial sub-committee or editorial working committee will be nominated (members nominated should have experience in media and journalism) and approved at a general meeting as necessary.

Paragraph 14: Finances 

Clause I: 

All finances belonging to the Association must be deposited with any Commercial Bank in Sri Lanka which is decided by the Council time to time, in an account opened in the name of Association. 

Clause 2:              Operation of Accounts.

All such bank accounts shall be operated with the signature of two persons, namely the Treasurer and one of the following: the Secretary or the Chairperson or Deputy Chairperson.

Clause 3:              Donation and Income.

All donations, legacies, bequest, income and other monies which accrue to the Association shall be invested in accordance with the decision of the council.

Clause 4:               Keeping and Operation of Accounts.

There shall be a general bank Account kept by the Treasurer, subject to the approval of the Executive Council. The Treasurer may keep other special accounts for such special purposes as may be deemed, suitable. All expenses of and incidental to the maintenance and operation of the Association including the payment of rent, salaries, running expenses, repair, insurance and all other current outgoings shall be paid by the general account and other accounts a the Executive Council may determine, provide that all capital expense of Rs 1500/= and over shall be incurred only with the prior approval of the Executive Council.

Clause 5:              Investment of Special Funds

All or part of the monies not required for current expenditure shall be invested by the treasurer, in such securities as may be legally permissible, subject to the approval of the Council.

Clause 6: 

b) The Treasurer of Association must at all times hold on to the cheque book/s belonging to Association. 

Clause 7: 

  1. If when embarking on some activity approved by Association the assistance of an Association, institution, or person must be sought, the place or person who proposes to charge the most reasonable rate must be hired for the purpose. 
  2. The Council must go through and approve the estimate provided by the person or institute for this specific purpose and chose the most suitable party for the job. This must also receive the approval of the Treasurer and the said person or Association must be assigned only one task. 
  3. No office holder can enter in to a transaction with a person or Association on behalf of Association, prior to obtaining the approval of its Treasurer and The Council. 
  4. No office holder can obtain personal gifts, items, commissions, money, or any other form of profit from a commercial Association. 

Paragraph 14: Meetings 

Clause 1:  Written notice of the time and place of a meeting of members must be given to every member entitled to receive notice of the meeting and to every officer of the Association. 

  • not less than fifteen (15) working days before the meeting in the case of an Annual

General Meeting; 

  • not less than fifteen (15) working days before the meeting, if it is intended to propose a resolution as a Special Resolution at the meeting; 
  • not less than ten (10) working days before the meeting, in any other case.

Clause 2:  The notice must set out –

  • The nature of the business to be transacted at the meeting in sufficient detail to enable a member to form a reasoned judgment in relation to it; and
  • The text of any resolution to be submitted to the meeting.

Clause 3:  Voting at meetings of members’

 In the case of a meeting unless a poll is demanded, voting at the meeting shall be by whichever of the following methods as determined by the chairperson of the meeting –

 (a) voting by voice; or (b) voting by show of hands.

Clause 4:  (1) Subject to article 4(2) below, The Council must call an Annual General Meeting of the Association to be held –

  • once in each calendar year;
  • not later than six (6) months after the balance sheet date of the  Association; and (c) not later than fifteen (15) months after the previous Annual Meeting.

The meeting must be held on the date on which it is called to be held.

(2) An extraordinary meeting of members entitled to vote on an issue may be called at any time by The Council, and must be called by The Council on the written request of members, carrying not less than ten percent (10%)of votes which may be cast on that issue.

Clause 5: Council Meetings

A meeting of The Council may be held either—

  • by a number of the officers who constitute a quorum being assembled together at the place, date and time appointed for the meeting; or
  • by means of audio or audio and visual communication by which all officers participating and constituting a quorum can simultaneously hear each other throughout the meeting.

Clause 6: Quorum

  • A quorum for a meeting of The Council shall be a majority of the officers who have been appointed at any given time. 
  • No business may be transacted at a meeting of officers if a quorum is not present.

Clause 7: Meetings Pertaining to Financial Matters 

  1. At the end of each official year the annual financial report must be presented to Association. 
  2. Meetings can be called as and when necessary to discuss amendments to the budget, as in the case of utilizing funds allocated for certain previously approved activities for other activities. 
  3. Notices regarding such meetings must be email or SMS at least 3 days (excepting poya days, public holidays) prior to the proposed date for the meetings. 

Clause 8: Emergency Meetings 

  1. Such meetings can be called for emergency purposes. At least 24 hours notice must be given before holding such meetings. 
  2. With the unanimous consent of the the Council, such meetings can be called with less than 24 hours notification. 

Clause 9: Special Meetings 

  1. Such meetings can be called to discuss special issues such as motions of displeasure and no confidence motions. 
  2. Such meetings can be called by the Secretary on the orders of the Chairperson or on the request of 1/3 of Association’s membership. 

Clause 10: Annual general Meeting

  1. An annual general meeting must be summoned at the end of every year. 
  2. At least 14 days prior to the said meeting, the annual accounts  that has received the approval both of the Treasurer and The Council must be notify through email.
  3. the following business transacted at an Annual General Meeting of the Association shall constitute routine business and shall not require notice thereof:
  4. considering the annual report 
  5. The annual accounts of Association must be presented at this meeting. 
  6. electing officers 
  7. appointing auditors 

Paragraph 15: Accounts and Audit 

Clause1:  The Council must ensure that the Association keeps accounting records which – 

  • correctly record and explain the Association’s transactions; 
  • will at any time enable the financial position of the Association to be determined with reasonable accuracy; 
  • Will enable The Council to prepare, financial statements ; and 
  • will enable the financial statements of the Association to be readily and properly audited. 

 Clause 2: At every Annual General Meeting, the Company must appoint an auditor for the following year. An auditor who is appointed at an annual meeting is deemed to be reappointed at the following annual meeting, unless – 

  • he/she is not qualified for re-appointment; 
  • the Association resolves at that meeting to appoint another person in his/her place; or 
  • the auditor has given notice to the Association that he does not wish to be re-appointed. 

Clause 3: The Council must within six months after the balance sheet date of the Association, prepare an annual report on the affairs of the Association during the accounting period ending on that date. The Council must send a copy of the annual report to every member not less than fifteen

(15) working days before the date fixed for holding the annual meeting of members.

Paragraph 16: Seal of the Association

Clause 1: The Council shall provide for the safe custody of the seal and the seal shall only be used by the authority of The Council or a Sub-committee of the Association authorized by The Council in that behalf.  

Clause 2: The seal of the Association shall not be affixed to any instrument except in the presence of two or more of the officers or of one officer and the secretary who shall attest the sealing thereof.

Paragraph 17: Fiscal Year

Clause 1. The fiscal year of the Association shall be from the first of January to the thirty first of December.

Clause 2. The annual accounts of the Association shall be audited at the end of the fiscal year by a registered firm of Chartered Accountants appointed at the Annual General Meeting.

Paragraph 17: Winding Up of the Association

Clause 1:              Should the Association cease to exist or it is decided by 3/4 i.e. 75% of its members to wind up , the net assets after payment of all liabilities subject to any court, shall be gifted to a charitable Institution or Institutions according to the decision of the Council.

Clause 2:              Under no condition shall any part of the assets of the Association be distributed among the members.

Paragraph 18: Amendment of the Constitution

Clause 1: The Constitution may be amended by a resolution passed by 2/3 majority of the members present at the Annual General Meeting or at a Special General Meeting specially called for this purpose, provided, however, that Paragraph 3 of the Constitution may not be amended except by unanimous vote of the Executive Committee and 2/3 majority vote of the members present at the Annual General Meeting or at the Special General Meeting.