Memorandum of Association

All the aims & objects for which the society is established are non-commercial in nature and shall be not for profit. They are

1. To work for the enhancement of the journalistic profession in India, print, broadcast, web, and other platforms that may develop in the future.
2. To be vigilant to and deal with any measure or pronouncement of any organ of the state impacting the freedom of speech and expression and the media’s right to inform and educate its readers/viewers about issues of public interest.
3. To institute annual awards of journalistic excellence for print, broadcast and web.
4. To publish a magazine, newspaper, website, or produce documentaries if so felt necessary to nurture and propagate freedom of speech.
5. To institute fellowships for journalists to work on projects of importance.
6. To publish books on public interest issues, poverty alleviation, developmental projects, the rule of law, human rights, environmental protection, et cetera
7. To organise seminars, debates and idea exchanges in order to keep India’s journalists and people abreast with new ideas, views, and trends.
8. To set up facilities for freelance journalists for them to be able to do their work in a qualitative manner and to deal with professional hindrances.
9. To set up an institute for journalistic training to nurture India’s best and brightest.
10. To set up chapters of the foundation in different state capitals of the country.
11. To set up a fund to help and protect journalists.
12. To ensure a healthy balance in the media between commercial considerations and journalistic values and to enhance the credibility of the media as a watchdog body and a civil society institution.
13. To promote journalist exchange programmes with different countries specially neighboring countries to foster a better understanding of each other.
14. To get a team of full-time professionals to run the foundation.
15. To raise resources in a manner that does not compromise the independence of the foundation.
16. To take up media issues without being drawn into inter and intra organizational disputes and make the furtherance of the above mentioned issues the main focus of the journalists who join the foundation.
17. To foster diversity and equality in the profession and to equip under-privileged journalists with better skills.
18. To evolve a code of ethics for all journalists and media platforms.
19. To help the foundation develop as a model for other media associations worldwide.
20. To do all such things as may be necessary, incidental or conducive to the attainment of all or any of the objects of the society.
21. All the income, earnings, moveable or immoveable properties of the society shall be solely utilized and applied towards the promotion of its aims and objects as set forth in the Memorandum of Association and no portion thereof shall be transferred directly or indirectly or by way of dividends, bonus, profits or in any manner whatsoever except remuneration for services rendered to the present or past members of the society or to any person claiming through any one or more of the present or the past members of the society. No member of the society shall have any personal claims over any moveable or immoveable properties of the society to make any profit whatsoever by virtue of his/her membership.

2. In these Rules unless the context otherwise requires, words and expressions defined in the Societies Regulation Act XXI of 1860(Punjab Amendment) Act 1957 or in any statutory modification or re-enactment thereof shall have the meaning as defined.

Words importing the singular shall include the plural and vice versa.

Subject to the above, the following words or terms shall bear the meaning set opposite to them hereunder :
“Act” means the Societies Registration Act XXI of 1860 as amended by the Punjab Amendment Act of 1957 and as extended to the National Capital Territory of Delhi and any statutory modification and re-enactment thereof.

“The Society” means constituted under the Act.

“Governing Body” means the governing body of the Society.

“General Body” means the body formed by the voting members of the Society.

“Committees” means the Committee(s) appointed by the Governing Body for any particular purpose of the Society.

“Person” includes an artificial person, whether incorporated or not, whether the context so requires, but only means those persons who are capable of entering into a contract.

3. The following shall be Members of the Society :

1. The subscribers to the Memorandum of Association of the Society who shall be known as the Founder Members.
2. All media professionals who endorse the aims and objects of the Society and are recommended by one other member of the society shall be screened by a membership committee who shall recommend the membership if found fit. On the basis of this recommendation the governing body shall admit members of the society.
3. Individual media professionals being admitted as members of the society can opt to be Patron Members of the society

4. The screening committee can recommend members to be either regular voting Members or Associate Members.

Associate Members shall be entitled to all privileges of membership except the right to vote at Annual General Meeting or other meetings of Members.

5. Universities with department of Journalism, Institutions, Polytechnics, Entities & NGO’s who are associated with news media shall be admitted as Institutional Members. These members shall be entitled to all privileges of membership except the right to vote at Annual General Meeting or other meetings of Members.

Members not being individuals shall at all times keep on record of the Society the name and address of its authorised representative being an adult individual who shall be treated by the Society to be the member for all purposes under these Rules and shall be referred to as “Representative” in these rules.

All Founding Members & Members shall be entitled to attend and vote at the General Meeting and shall collectively be known as voting members and shall form the General Body of the Society.

Founder members, Patron members & Institutional members shall be required to pay Rs. 100,000/- each as one time admission fee. There after the annual subscription for different categories of membership shall be paid within two months from the beginning of each financial year and shall be as follows.

1. Founder Members Rs. 6,000 pa
2. Patron Members Rs. 6,000 pa
3. Members Rs. 6,000 pa
4. Associate Members Rs. 2,000 pa
5. Institutional Members Rs. 10,000 pa

Founders members, Patrons & Members shall have their right to vote suspended in case of non payment of annual fee within two months. However, the voting rights shall be restored on the payment of full and final dues including any penalties that the governing body may impose.

A member shall cease to be a member of the society in any of the following events :

1. Death, incapacity, lunacy or insolvency or if he / she is convicted of an offence involving moral turpitude.
2. Upon receipt by the Society of notice in writing from a member signed by him/her to be sent under a registered cover of his/her intention to resign from the Membership.
3. Intimation regarding termination of membership shall be given to the person concerned.
4. The governing body can recommend to the general body to strike off the name of a Founder member, Patron member or an Associate member from the membership register of the society where two years annual subscription has not been paid.

The Society shall maintain a roll of members with their current postal address. No person shall be deemed to be a member of The Society, or be entitled to exercise the rights and privileges of a member, until his/her name is on the roll.

5. Any change in the address of a member shall be notified to the Director, who shall thereupon enter the new address in the roll of Director. The address registered in the roll of members shall continue to be deemed to be the member’s address.

1. Where a person is a member of the Society by virtue of an
   Membership office held by him/her, or is a nominee of a Society, trust, corporate body, University or other institution, his/her membership shall automatically terminate when he ceases to hold that position and the vacancy so caused shall be filled by his/her successor to that office, or by the nominee of the appropriate authority.
2. A member of the society may resign his membership by a letter addressed to the Director and the resignation shall take effect from the date it is received by the Society, except in the case of a member performing any executive functions on behalf of the Society, whose resignation shall take effect from the acceptance thereof.
3. A member of the Society shall cease to be such member if he should become of unsound mind, or become insolvent or is convicted of a criminal offence involving moral turpitude.
4. Any member may be removed from the membership if the Governing Body so recommend and if the General Body of the Society shall resolve by a three fifths majority of the members present that such a member should be expelled on the grounds that his conduct has adversely affected the reputation or dignity of the society, and the decision for the termination shall be communicated to the concerned member. The Governing Body shall have powers to suspend a member until the next General Meeting of the Society. However, not withstanding such suspension, a member whose expulsion is proposed shall have the right to address the Meeting at which his expulsion is to be considered.
5. Any person who resigns or is removed from membership shall have his name struck off from the rolls and there shall be no refund of his subscription fee and dues or any part thereof, or of any other moneys contributed by him at any time.

7. Any member who ceases to be a member may be readmitted to the society on such terms and conditions as the Governing Body may lay down in that behalf.

8.1 The General Body in its annual meeting once in a year shall elect
Quorum the members of the Governing Body of the Society. The quorum for the General Body meeting would be one-third members. Should a quorum not be present, the meeting shall stand adjourned and will be reconvened after 30 minutes to transact, the business. The members present at that time shall form the quorum for the meeting. The mode of election shall be by raising of hands or by secret ballot papers as unanimously agreed.

8.2 The Governing Body of the Society shall consist of not less than five members and not more than 15 members.

8.3 The Governing Body shall hold office for a period of one year.

9.1 The management and control of the affairs of the Society shall vest in the Governing Body which shall administer and control the funds of the Society.

9.2 OFFICE BEARERS

The Governing Body shall elect from among themselves one of them to be the President who shall normally preside at all meeting of the Governing Body and the General Body of the Society.

The President or his/her alternate shall perform and carry out and exercise all powers, duties and functions as the Governing Body may assign to him/her from time to time and exercise all such powers, privileges and discretion and do all such acts, matters and things as may be necessary or convenient for the administration of the general policies and promoting the objects of the society.

9.3 The Board shall also elect from among themselves a Vice President, Director, Joint Director and a Treasurer and assign to them all such powers, duties and functions which they may deem fit from time to time.

10.1 Without prejudice to the generality of the powers mentioned in Rule 9.1 above, the Governing Body shall have the following powers namely :

1. to receive funds or assets or assets in cash or kind for the objects of the Society ;
2. to raise money with or without furnishing any security ;
3. to invest and deal with any money, always keeping in view the restrictions and requirements of the Income Tax Act, 1961 for grant of exemption and registrations, immediately not required for the purpose of the Society in such manner as it may deem fit and from time to time vary or realize such investments ;
4. to make, vary or repeal the bye-laws for the regulation of the business of the Society and the service conditions and functions of its employees and to frame rules of procedure;
5. to sign, seal, deliver and execute all conveyance(s), mortgage(s), charge(s), transfer(s), settlement(s), declaration (s(c) and all other deeds and instruments in relation to property (ies), funds and assets of the Society;
6. to open accounts in the name of the Society with scheduled bank or banks and keep the funds of the society deposited with such bank or banks;
7. to sue and defend all legal proceedings on behalf of the Society and engage advocate (s) and Solicitor (s) in this behalf;
8. to appoint Auditor or Auditors for auditing the accounts of the Society and to report thereon;
9. to acquire by purchase, gift and hold movable or immovable property for the use and benefit of the Society.
10. to enter into contracts and execute necessary deeds in respect of such purchase, gift, lease or mortgage;
11. to give by way of advance or loan with or without interest and with such security, if any, such sums of money to such bodies, individuals and other as the Governing Body may deem proper;
12. to accept and receive grants-in-aid, endowments, donations, gifts or contributions to the Society;
13. to meet out and defray all cost, charges or expenses to carry out the objects of the Society;

10.2 The office of a Member of the Governing Body shall fall vacant if;

1. he/she dies or voluntarily resigns his/her office;
2. he/she becomes incapacitated by reasons of illness, lunacy or insolvency or if he/she is convicted for an offence involving moral turpitude;
3. he/she ceases to be a Member of the Society.

10.3 In case the office of a Member of the Governing Body becomes vacant for whatever reason, it shall be filled forthwith by the president provided that the appointment shall be valid only until the next immediate Annual General Meeting.

11.1 The Governing Body shall meet as and when a meeting is convened by the President.

11.2 At least seven days’ notice shall be given for a meeting of the Governing Body but a meeting may be called at shorter notice if its members for the time being in India unanimously agree to waive the aforesaid period of seven day’s notice.

11.3 One third members of the Governing Body personally present one of whom being the President or his/her alternate shall constitute the quorum for meeting of the Governing Body . If there are less than one third members in the Governing Body as a result of casual vacancy, such vacancy shall be filled in before transacting any business.

11.4 The Governing Body shall take decisions by a majority vote Every member shall have one vote and in the case of equality of votes the President or his/her alternate, as the case may be, presiding at the meeting shall have a casting vote in addition to his/her own vote.

11.5 A resolution signed by a majority of the members of the Governing Body after circulation among all the Members shall be as effective as a resolution passed by a meeting of the Governing Body.

12.1 In addition to any other General Meeting, the Society shall each year have an Annual Meeting of the Members of the General Body of the Society.

12.2 All General Meetings shall be convened by the President.

12.3 The quorum necessary for a General Meeting shall be one third members present in person or by proxy including the President or his/her alternate present in person. Should a quorum not be present, the meeting shall stand adjourned and will be reconvened after 30 minutes to transact, the business. The members present at that time shall form the quorum for the meeting.

12.4 A member entitled to attend and vote may be present in person or by proxy. Only a member of the Society may be appointed as a proxy by an instrument of proxy in the form to be prescribed by the Governing Body.

12.5 Each Member shall have one vote whether present in person or by proxy.

12.6 The President or his/her alternate presiding at the meeting, in the event of equality of votes shall have a casting vote in addition to his/her own vote.

13.1 The Annual General Meeting of the Society shall be held not later that six months from the close of the financial year of the Society.

A notice of Twenty-one clear days for the holding of such meeting shall be sent by post to all members of the Society at the address (es) registered with the Society along with the statement of business to be transacted, the date, time and the place where any meeting (s) is/ are to be held.

13.2 At the Annual Meeting, apart from any other business set by the Governing Body, the following business shall be transacted

1. Consideration and adoption of the Annual Report of the Governing body regarding the working of the Society;
2. Consideration and adoption of the Annual Accounts of the Society; with Auditors report thereon.
3. Elections as per rule hereof of the Members of the Governing Body;
4. Appointment of auditors of the Society.

14. The Members of the Society may change the name or alter, extend or abridge any object or objects of the Society or modify any of the provisions of its Memorandum or Rules for the time being in force, in accordance with the procedure prescribed by Sections 12 and 12A of the Act.

15.1 The Governing Body shall cause true accounts to be kept of all sums of money received and expended by the Society. It shall also cause to be prepared and laid before the Annual General Meeting a Balance Sheet and Income and Expenditure Account duly audited and certified by a qualified Chartered Accountant appointed by the General Body for the year.

15.2 The financial year shall, unless otherwise resolved by the General Body, be from April 1st to March 31st.

16 Once every year on or before the fourteenth day succeeding the day on which the Annual General Meeting is held, a list shall be filed in accordance with Section 4 of the Act with the Registrar of Societies for the Union Territory of Delhi of the names, addresses and occupations of the Members of the Governing Body then constituted.

17. The Governing Body may constitute Committees from two or more of their members and entrust them with specific powers and duties vested in the Governing Body and formulate the rules of procedure for the working of such Committees.

18. The Governing Body shall cause minutes of the meetings of the General Body, the Governing Body and the Committees entered in the books kept for the purpose and entries therein duly signed by the person presiding at the same or the next meeting shall prima facie be the evidence of the matters stated therein.

18.1 Bank Accounts of the Society shall be operated as decided by the Governing Body from time to time

19. Any contingency not covered by these rules may be decided upon by the Governing Body in such manner as it thinks fit.

20. The income of the Society from its property, donation or subscription, when so ever derived, shall be applied solely towards the promotion of the objects of the Society as set out in its Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly to the persons who at any time are or have been members of the Society or to any of them or to any person claiming through them.

21. The Source of income of the Society shall be fees, donations, gifts, subscriptions, endowments and any proceeds of the society.

22. The Society shall have perpetual succession by its corporate name. But if, in the course of time, should there be a dissolution of the Society, then the same shall be in accordance with Sections 13 and 14 of the Act and if at that time, there shall have remained, after the satisfaction of the Society’s debts and liabilities, any assets or property, movable or immovable, of any nature whatsoever the same shall not be paid out to nor distributed among the members of the Society or any of them but shall be given to some other Society (s), or institution (s) having objects similar to those of the Society.

23. No member of the Governing Body or Officers or Auditors employed by the Society shall be answerable or personally liable for any loss arising from the administration or application of the funds and the properties of the Society and shall be indemnified out of the funds of the Society against all liabilities incurred by him/her in connection with the activities of the Society unless such loss or damage is caused through any willful default or breach of trust or culpable negligence on his/her part.

24. The Society shall sue or be sued in the name of the President according to Section 6 of the Societies Registration Act of 1860.

All provisions under all sections of the Societies Registration Act, 1860 as applicable to the National Capital Territory of Delhi shall be applicable to the Society.