CIMOGG NEWS AS AT 30 APRIL 2009
(including new Articles of Association
and Members of Executive Committee & Advisory Council)
An Extraordinary General Meeting (EGM) and the Seventh Annual General Meeting (AGM) of CIMOGG were held on 30 April 2009 at the Professional Centre of the Organisation of Professional Associations.
New, simplified Articles of Association, approved by the Registrar-General of Companies, were placed before the EGM and approved (see Annex AoA).
Also at the EGM, Honorary Membership was conferred on the following –
For Promoting the CIMOGG concept
- Mr A. Denis N. Fernando
- Mr W.B.A.Jayasekera
- Mr Elmore Marsh Perera
- Mr Walter Ladduwahetty
- Dr Shelton Wanasinghe.
The AGM followed. The Report of the Council is given below as Annex RC7AGM, in which the particularly important are Items 4.1, 6.1, 7.3 and 8.1.
The Accounts, audited by M/s H.T.Peiris & Co, Chartered Accountants, were tabled and approved. The most significant figures are that the total income from subscriptions, donations and bank interest was Rs296,616 and that expenses were limited to Rs206,244. If CIMOGG is to implement the People’s Empowerment Programme, referred to in Item 7.3 of the Report of the Council, it would need to convince at least 1% of the 2,000,000 Sri Lankans resident overseas to contribute a minimum of US$5 each every year towards its implementation. Otherwise, the scope of work carried out by CIMOGG will continue to be greatly limited.
The election of Office-Bearers (ie. members of the Executive Committee) and Councillors (ie. members of the Advisory Council) followed. See Annex EC&AC-09 below.
M/s H.T.Peiris & Co were re-appointed Auditors.
Corporate Affairs (Pvt) Ltd remain Company Secretaries.
The CIMOGG website is www.cimogg-srilanka.org.
ARTICLES OF ASSOCIATION OF THE
CITIZENS’ MOVEMENT FOR GOOD GOVERNANCE
The Rules contained in the Model Articles of the First Schedule to the Companies Act No. 7 of 2007 shall not apply to the Association but the rules contained herein shall be the Articles of Association.
2.1 Unless there shall be something in the subject or context that is inconsistent therewith, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column thereof.
Act Companies Act No. 7 of 2007
The Association Citizens’ Movement for Good Governance
Member Any Member of the Association registered in terms of these Articles of Association
Executive Committee Office-Bearers who constitute the Executive Committee
Advisory Council Advisory Council consisting of up to twenty (20) Members who are elected at the Annual General Meeting
Councillor A member of the Advisory Council
Special Resolution Meaning given in the Act
2.2 Words importing the masculine include the feminine gender and vice versa.
2.3 Words importing the singular number include the plural and vice versa.
2.4 Words importing persons include corporations.
2.5 These Articles shall be construed with reference to the provisions of the Act and the words or terms used in these Articles shall be taken as having the same meaning as if they were used in the Act except where herein provided otherwise.
3. NAME OF THE ASSOCIATION
The name of the Association is “Citizens’ Movement for Good Governance”.
4. REGISTERED OFFICE
The Registered Office of the Association shall be situated at such address in Sri Lanka as the Executive Committee may from time to time determine.
The objects for which the Association is established are –
i) To mobilise the citizens of Sri Lanka for the purpose of building a truly democratic society in which the sovereign will of the People is respected and all citizens live in peace and harmony with each other, united in their diversity, under the Rule of Law, and in which all public office is held in trust for the People;
ii) To provide a forum for individuals and organisations to meet and work towards Object (i) above;
iii) To focus public attention on matters pertaining to good governance and to do whatever is necessary to achieve same;
iv) To act as a pressure group on all political parties and those holding public office to make them comply with the requirements of good governance;
v) To work towards ensuring the right to information on matters affecting good governance and to disseminate such information.
6.1 The membership shall consist of three categories, namely –
i) Ordinary Member
ii) Life Members
iii) Honorary Members
6.2 Only persons who subscribe to the objects of the Association shall be eligible for membership.
6.3 Membership shall be by an application forwarded with a recommendation by a Member and approved by the Executive Committee.
6.4 Entry of the name in the Register of Members of the Association shall be conclusive evidence of membership.
6.5 A Member who pays the prescribed life membership fee shall be entitled to life membership in the Association.
6.6 A Member granted honorary membership in terms of the rules or bye-laws of the Association shall be free of the obligation to pay membership fees.
7. TERMINATION OF MEMBERSHIP
7.1 A Member shall cease to be a Member of the Association in any of the following eventualities –
i) If the member dies;
ii) If the member is declared by a Court to be insolvent or of unsound mind;
iii) If the member is convicted of an offence involving moral turpitude;
iv) If the member fails to observe any rules, regulations, resolutions or decisions of the Association and/or if he acts against or in a manner detrimental to the interests of the Association as may be decided by the Executive Committee and a resolution is passed by a two-thirds majority of the Members at a General Meeting of the Association terminating his membership;
Provided that, before such a resolution is passed, the Member concerned is found guilty by a Disciplinary Committee consisting of not less than three independent persons appointed by the Executive Committee to inquire into the alleged offence/s or the Member concerned, by not availing himself of the opportunity to appear before the Disciplinary Committee, has forfeited his right to defend himself.
v) Upon receipt by the Association of a duly signed notice in writing sent by a Member to the President or Honorary Secretary of the Association of the Member’s wish or intention to resign.
8. MEMBERSHIP FEES AND SUBSCRIPTIONS
8.1 Every Member shall pay such admission fees, entrance fees, registration fees, sponsorship fees and subscriptions that may be prescribed from time to time by the Executive Committee and approved by the Members at a General Meeting, provided that no Member shall be liable to pay subscriptions for any past period in the event of an increase.
9. MANAGEMENT AND CONTROL
9.1 The management and control of the affairs of the Association shall vest in the Executive Committee which shall administer and control the funds of the Association.
9.2 The Executive Committee shall consist of the President, six Vice-Presidents, Honorary Secretary, Honorary Treasurer, Honorary Assistant Secretary and Honorary Assistant Treasurer. The members of the Executive Committee for the time being in office shall continue to hold their respective posts till the end of the next following Annual General Meeting after the adoption of these Articles.
10. EXECUTIVE COMMITTEE
10.1 The Executive Committee of the Association shall be elected by the Members at the Annual General Meeting of the Association. Names for each post shall be proposed and seconded by the Members at the Meeting and in the event of more than one name being proposed and seconded for any post a vote shall be taken by a show of hands.
11. ADVISORY COUNCIL
11.1 An Advisory Council of up to twenty (20) Councillors shall be elected each year at the Annual General Meeting.
11.2 The term of office of the Advisory Council shall be from the conclusion of one Annual General Meeting to the conclusion of the following Annual General Meeting.
11.3 The Advisory Council is a purely advisory body the members of which shall have the right to attend meetings of the Executive Council and to offer their views on matters under discussion but shall not be entitled to vote on such matters. The Executive Council shall give Councillors’ views careful consideration before arriving at its decisions.
12. TERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE
12.1 A Member shall cease to be a member of the Executive Committee in any of the following eventualities –
i) If he ceases to be a Member of the Association;
ii) If he dies or voluntarily resigns his office;
iii) If he is disqualified from holding office pursuant to section 202 of the Act.
13. FILLING OF VACANCIES IN THE EXECUTIVE COMMITTEE AND THE ADVISORY COUNCIL
13.1 In the event of a vacancy occurring in the Executive Committee or the Advisory Council for whatever reason, the Executive Committee may by consensus of those present at a meeting appoint another member of the Association to fill the vacancy for the period up to the next Annual General Meeting.
14. POWERS TO MAKE BY-LAWS, RULES, REGULATIONS AND AMENDMENTS
14.1 The Executive Committee may, from time to time, in respect of any matters not expressly provided for herein, recommend to the general membership of the Association by-laws, rules, regulations and amendments to such rules and regulations deemed necessary for the proper administration of the Association for approval by the Members. Any amendments to these Articles shall however only be made with the prior written approval of the Registrar General of Companies and by the sanction of a Special Resolution.
15. GENERAL MEETINGS
15.1 The Association shall in compliance with the Act call an Annual General Meeting of the Association not later than six months from the close of the financial year of the Association and not later than fifteen months from the date of the previous Annual General Meeting.
15.2 All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
15.3 Not less than fifteen working days’ written notice shall be given of Annual General Meetings and of General Meetings called for passing of Special Resolutions and in the case of any other General Meeting ten working days’ notice shall be given.
15.4 A General Meeting called by a shorter notice than that specified in article 15.3 hereof shall be deemed to have been duly called if it is so agreed –
i) in the case of an Annual General Meeting, by all the Members entitled to attend and vote at the meeting; and
ii) in the case of any other meeting, by fifty percent of the Members entitled to attend and vote at the meeting.
15.5 The notice specifying the nature of business to be transacted and the date, time and place of the said meeting, shall be sent by ordinary post to all the Members of the Association at the respective addresses registered with the Association.
15.6 No written notice of a meeting adjourned for less than thirty days is necessary if the date, time and place are announced at the adjourned meeting. Written notice shall be given if the meeting is convened after thirty days.
15.7 Apart from any other business set by the Executive Committee, the following business shall be transacted at the Annual General Meeting –
i) Consideration and adoption of the Audited Financial Statements of the Association;
ii) Consideration and adoption of the Annual Report of the Executive Committee regarding the working of the Association since the preceding Annual General Meeting;
iii) Election of the Executive Committee and Advisory Council in accordance with these Articles of Association;
iv) Appointment of the Auditors and fixing their remuneration.
15.8 The quorum for the Annual General Meeting shall be twenty (20) Members present in person or by proxy.
15.9 The President or in his absence a Vice-President shall preside at all Executive Committee and General Meetings of the Association.
16. EXTRAORDINARY GENERAL MEETINGS
16.1 Extraordinary General Meetings may be convened on the direction of the Executive Committee, the President or in his absence on the direction of a Vice-President.
16.2 The Executive Committee shall proceed to convene an Extraordinary General Meeting of the Members within thirty working days from the date of deposit at the Registered Office of a requisition, stating the issues to be discussed and signed by not less than ten percent of the Members having voting rights.
16.3 In default of such a meeting being convened by the Executive Committee the requisitioners themselves may convene the meeting in the same manner as provided herein.
16.4 The quorum for an Extraordinary General Meeting shall be twenty (20) Members present in person or by proxy.
17. VOTES; PROXIES AT GENERAL MEETINGS
17.1 Every Member of the Association with voting rights shall have one vote on any matter and may exercise his right to vote either by being present in person or by proxy.
17.2 A proxy must be appointed by notice in writing in such form as may be prescribed and signed by the Member and delivered to the Honorary Secretary not less than 24 hours before the time of the meeting.
18. EXECUTIVE COMMITTEE MEETINGS
18.1 The Executive Committee shall, from to time, determine the dates, times and venues of meetings and determine the procedure for such meetings.
18.2 The quorum for Executive Committee Meetings shall be six (6) Members of the Executive Committee personally present. All decisions shall be by consensus.
18.3 A resolution signed by the majority of the members of the Executive Committee present in Sri Lanka, after circulation amongst them, shall be as effective and binding as if it had been passed at a meeting of the Committee duly convened and held. All such resolutions shall be entered in the Minute Book of the Association.
18.4 Special Executive Committee Meetings shall be summoned by the Honorary Secretary at the request of the President or on the written request of any other six (6) members of the Executive Committee.
19.1 All decisions of the Executive Committee shall be by consensus, taking into consideration the views of the committee members present. The agreement of not less than two-thirds of those the Members of the Executive Committee who are present shall be deemed to be a consensus.
20.1 The Executive Committee shall cause minutes of Executive Committee Meetings, General Meetings, Extraordinary General Meetings and Annual General Meetings to be prepared and maintained properly in the Minutes Books of the Association, which shall be kept in the custody of the Honorary Secretary.
20.2 A minute signed by the Chairman of that meeting or the next succeeding meeting at which the minute is confirmed shall be prima facie evidence of the correctness of the contents therein.
21. FINANCIAL STATEMENT, AUDIT AND ANNUAL REPORT
21.1 The financial year of the Association shall end on thirty-first day of December of each year.
21.2 The Executive Committee shall: ensure that –
i) proper records are kept of all receipts, expenses and transactions and the assets and liabilities of the Association;
ii) the Financial Statement for any year gives a true and fair view of the state of affairs of the Association as at the date of the balance sheet;
iii) Financial Statements are duly audited, dated and duly signed by two members of the Executive Committee within five months from the date of the balance sheet and delivered to the Registrar General of Companies for registration within twenty working days thereof.
iv) an Annual Report on the affairs of the Association during the accounting period as required by Sections 166 and 168 of the Act is prepared and sent to every Member not less than fifteen working days before the date of the Annual General Meeting.
21.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be on the signatures of such Office-Bearers as the Executive Committee may from time to time by resolution decide.
21.4 The Executive Committee may open, maintain and operate such bank accounts in local or foreign currency as they consider necessary to deposit the funds of the Association.
21.5 An Auditor or Auditors, duly qualified in terms of the Act, shall be appointed and his/her/their fees and expenses fixed each year at the Annual General Meeting.
21.6 The Association shall not engage in or support any form of partisan or party political activities or support such activities with its funds.
22. SEAL OF THE ASSOCIATION
22.1 The Seal of the Association shall be kept under such custody and control as shall be determined by the Executive Committee and shall be affixed to documents as required by law only with the express prior approval of the Executive Committee and such approval shall be recorded in the minutes of the meetings of the Committee. Every instrument to which the seal is affixed shall be signed by the President or one of the Vice-Presidents and the Honorary Secretary or the Treasurer.
23. SECRETARY; STAFF
23.1 The Secretary or Secretaries (for purposes of compliance with the Act, as distinct from the Honorary Secretary and the Assistant Secretary) shall be appointed by the Executive Committee for such term, at such remuneration and upon such conditions as the Executive Committee shall deem fit. The Secretary or Secretaries so appointed may be replaced at any time at the discretion of the Executive Committee.
23.2 The Executive Committee may employ such persons as are required to carry out the programme of work prepared by the Executive Committee at such remuneration and upon such conditions as the Executive Committee may think fit and the services of any such person or persons so appointed may be terminated at the discretion of the Executive Committee.
24. CONDITIONS SUBJECT TO WHICH A LICENCE IS GRANTED
24.1 In case the Association shall take or hold any property which may be subject to any trusts, it shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
24.2 The Association shall not support with its funds any object, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Association would make it a trade union nor will it support with its funds or otherwise any object of a political, religious or communal nature.
24.3 In case the Association shall take or hold any immovable property, the Association shall not sell, mortgage, charge or lease the same without the prior written authority of the Registrar General of Companies and without such authority, approval or consent as may otherwise be required by law and as regards such property the Executive Committee of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as such Executive Committee or governing body would have been if no incorporation had been affected.
24.4 The Association shall apply the income and property whensoever derived solely towards the promotion of the objects of the Association as set forth in these Articles of Association, and no portion thereof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Members of the Association.
Provided that nothing herein shall prevent the payment in good faith, of reason-able and proper remuneration to any officer or servant of the Association, or to any Member of the Association in return for any services actually rendered to the Association, but so that no member of the Executive Committee of the Association shall be appointed to any salaried office of the Association or any office of the Association paid for by fees; and that no remuneration or other benefit in money or moneys worth shall be given by the Association to any Member of the Executive Committee for such office except repayment of out of pocket expenses or reasonable and proper rent for premises demised or let to the Association provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Executive Committee may be a member and in which such member shall not hold more than one-hundredth part of the capital and such member shall not be bound to account for any share of the profits he may receive in respect of such payment.
24.5 No addition, alteration or amendment shall be made to or in the provisions of the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Registrar General of Companies.
24.6 The above clauses of these Articles of Association contain conditions subject to which a Licence is granted by the Registrar in pursuance of Section 34(1) (a) of the Companies Act No 7 of 2007.
25. UNDERTAKING TO CONTRIBUTE
25.1 Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being put into liquidation while he/she is a Member, or within one year after he/she ceases to be a Member for payment of the debts and liabilities of the Association contracted before he/she ceased to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding Rupees One Hundred (Rs.100/=).
25.1 If upon the dissolution of the Association there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some charitable object.
26. LIABILITY OF THE MEMBERS OF EXECUTIVE COMMITTEE
26.1 No member of the Executive Committee or officer or Auditor employed by the Association shall be liable for any loss or damage arising from the administration of the Association or the application of its funds and proper-ties, and shall be indemnified out of the funds of the Association against all liabilities incurred by him in connection with the activities of the Association unless such loss or damage is caused through any willful default.
27.1 A notice may be given by the Association to any Member either personally or by post, email, telex, facsimile or other form of communication addressed to his/her registered address within Sri Lanka.
27.2 Notice of all Annual General Meetings shall be given to –
i) every Member;
ii) the Auditor for the time being of the Association.
No other person shall be entitled to receive notice of Annual General Meetings.
28. INSURANCE AND INDEMNITY
28.1 The Association shall indemnify every Office-Bearer, Auditor and Secretary of the Association for the time being against any costs incurred in the course of defending any proceedings that relates to any act or omission in his/her capacity as an Office-Bearer, Auditor or Secretary in which judgment is given in his/her favour or in which he/she is acquitted or which is discontinued.
REPORT OF THE COUNCIL FOR THE SEVENTH ANNUAL GENERAL MEETING
OF THE CITIZENS’ MOVEMENT FOR GOOD GOVERNANCE (CIMOGG)
COVERING THE PERIOD
1 SEPTEMBER 2008 TO 25 MARCH 2009
1. Period Covered
1.1 The Sixth Annual General Meeting of CIMOGG was held on 15 September 2008. The REPORT OF THE COUNCIL prepared for that AGM was for the period 1 September 2007 to 31 August 2008. The present REPORT OF THE COUNCIL covers a term of only just over six months because this AGM is being held early in order to bring its timing into line with the relevant requirements of the Companies Act of 2007, as well as the convenience of having it on the same day as the proposed Extraordinary General Meeting, which, it may be noted, became necessary to approve the updating of the Articles of Association. Moreover, it was considered prudent to give early NOTICE of the AGM (on 26 March 2009) on account of the number of non-working days in April.
2. Keynote Address
2.1 The Sixth AGM was preceded by a Keynote Address as decided by the Council. CIMOGG was fortunate to obtain the consent of His Excellency Robert O. Blake Jr, Ambassador of the United States of America, to deliver the Address. Each Member of CIMOGG was encouraged to bring one or two guests who were likely to be interested in good governance and the Rule of Law. In the event, the OPA Auditorium was filled to capacity and the Address, to which the Ambassador gave the title “Good Governance”, was well received by those present. However, the Press, with the exception of the Editor of the SUNDAY ISLAND, disregarded the invitations sent out to them.
2.2 The refreshments for the large number who attended were donated by a CIMOGG member.
2.3 This year, owing to the heavy pressure of holding both the EGM and the AGM together, it was not considered feasible to have a Keynote Speaker for the AGM.
3.1 An up-to-date Register of Members has now been prepared. It reveals that there are 35 Life Members and 15 Ordinary Members. Of these, 11 Members are Office-Bearers and 11 other Members are Councillors.
3.2 Meetings of the Council were held every Thursday at 4.00pm in Committee Room B of the OPA Centre, other than on public holidays. Of the 22 members of the Council, the attendance at the weekly meetings was generally around 12-16, which is an indication of the commitment and interest of the members of the Council to work towards the objects for which CIMOGG was founded.
3.3 Although there were many different opinions and suggestions canvassed at Council meetings on a wide variety of subjects, the final decisions taken were always unanimous, without the need for voting.
4. Contributions to the Press
4.1 During the period under review, a total of eleven substantial contributions appeared in the English press, of which the ISLAND and the SUNDAY ISLAND were particularly supportive. The details are as follows –
“Recalling Medals and Awards” – DAILY MIRROR, SUNDAY ISLAND
“Loudspeakers, Monks and the Sri Lankan Identity” – ISLAND, MORNING LEADER, NATION
“Bar Association, Weliamuna and the 17th Amendment” – DAILY MIRROR, ISLAND, MORNING LEADER
“The Courage to Fight Corruption” – ISLAND, NATION, SUNDAY ISLAND
“Polythene Pollution” – DAILY MIRROR, ISLAND, MORNING LEADER
“Discrimination and National Unity” – ISLAND, SUNDAY LEADER
“The President, Magistrates and the Constitution” – ISLAND
“Profligacy and the High Price of Petrol” – SUNDAY ISLAND
“Two Key Requirements for Long Term Progress” – ISLAND, NATION, SUNDAY ISLAND
“God No 330,000,001” – ISLAND, MORNING LEADER
“Banking and Inland Revenue Secrecy” – ISLAND
4.2 There were at least three occasions on which SUNDAY ISLAND Editorials made encouraging and appreciative comments on the role played by CIMOGG in highlighting important national issues. We immensely value the fact that our articles are read with a thorough understanding of what is being said and also the sympathy shown for CIMOGG’s efforts.
4.3 A great deal of energy and much expenses were incurred in getting several of CIMOGG’s newspaper contributions over the past four years translated into Sinhala. These were type-set neatly and then sent to six of the leading Sinhala language newspapers. One of these contributions appeared in the RAVAYA about two years ago and another in the LANKADEEPA about a year ago. Inquiries made reveal that, in the case of one important Sinhala paper, the length of the contributions is of greater weight than the value of the contents! As it would be improper and impractical to send articles in Sinhala with different (and less comprehensive) contents than those sent to the English language press, this matter will have to be looked into again to see if there is some other way out.
5. Companies Act of 2007
5.1 Much discussion, effort and expense was involved in bringing the Articles of Association into line with the requirements of the Companies Act of 2007 and the changed requirements of CIMOGG, based on the past four years of experience. We need to thank Mr Shelton Perera (Consultant) and the Secretaries, Corporate Affairs (Pvt) Ltd, for their assistance in getting the approval of the Registrar General of Companies for the revised Articles.
6. CIMOGG Website
6.1 The CIMOGG website, which was re-designed in May 2008, needs to be updated and expanded. This will be done soon. The website can be accessed at –
7.1 A short “flyer” was prepared by the Dr Kingsley de Alwis and Mr Daya Senanayake and emailed by the latter recently to over 125 Sri Lankans living overseas, whose addresses were furnished by members of the Council. There have been a few positive responses.
7.2 Discussions are in progress with the Hatton National Bank, where CIMOGG banks, to make it possible for donors to make payments using their credit cards.
7.3 At present, even the accomplishment of the extremely limited amount of work done by CIMOGG relies on the goodwill of a very small number of friendly organisations and a few generous donors. It is, therefore, imperative that every member of CIMOGG should help to raise the funds necessary to extend CIMOGG’s reach to the people at the grass roots. Every member of CIMOGG should familiarise himself/herself with its People Empowerment Programme, details of which can be found in the website, and to try to encourage our fellow Sri Lankans to send in donations to help get this Programme implemented..
8. National Unity and Education for Good Citizenship
8.1 The Council is of the firm view that the building of National Unity and Education for Good Citizenship is the key to peace and prosperity in the long run. Every endeavour will be made to make progress in these two areas by trying to get the concerned governmental agencies and institutions involved in these two tasks.
Air Vice-Marshal A.B.Sosa (rtd)
Hony. General Secretary