Resolution re: Amendment of the Constitution [OCA India 2020]

Resolution re: Amendment of the Constitution.

Discussions and deliberations were held and carried out for considering amendments to be made in the Constitution of the ‘Old Cottonians Association (India)’ to more clearly and specifically provide for the carrying out welfare measures and charitable activities. The Constitution of the ‘Old Cottoninans Association’ has been framed and registered under the Societies Registration Act, 1860. It contains the Articles of ‘Memorandum of Association’, besides, the ‘Rules and Regulations’ of the Association. The ‘Objects’ are contained in Article 3 of the Memorandum of Association and read as follows: –

“3. OBJECTS:

The objects for which the Association is established are:

(a) to endeavour to live up to the motto of Bishop Cotton School, Shimla, viz. “Overcome Evil with Good.”

(b) To establish a bond of union among Old Cottonians, and between them and Bishop Cotton School, Shimla to foster a spirit of comradeship, promote co-operation and to extend help to the old students of the school.

(c) To organise and develop activities on matters of cultural, social, economic and educational, to keep alive the spirit of devotion, education, and a continuing concern for the welfare and development, especially the welfare of members of the Association.

(d) To help, encourage and assist the spread of education and to render assistance, award scholarship to deserving students and for this purpose, to take all such steps as may be necessary.

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(e) To help in finding avenues of employment or occupation, and in acquiring facilities for technical, vocational and professional training to students in India.

(f) To affiliate, associate, or co-operate with any other society or association – the same or similar objects, in such manner and to such extent, as may be desirable and possible.”

The purpose and intent of the O.C. Association in fact has not only been to establish a bond amongst Old Cottonians, foster a spirit of comradeship, promote co-operation and to extend help to the old students of the school; besides, organise and develop activities on matters of cultural, social, economic and educational etc., but also to carry out charitable work. It is with this avowed purpose that the Society got necessary certification done from the Income Tax authorities in terms of Section 12-A of the Income Tax Act, 1961 so as to actually and effectually carry out charitable work.

In the recent past there have been calls for help from old boys/ cottonians suffering serious medical ailments. They required monetary help for their expensive treatments. Many old boys willingly came forward and made donations in this regard. During the recent floods in Punjab many old boys carried out and still are carrying out stupendous work to help the flood affected. Voluntary donations were made by the old boys/cottonians. The purpose and endeavour, therefore, has been to help the needy and carry out charitable work. Great enthusiasm has been shown by many old boys/ cottonians in carrying out charitable activities in case of natural calamities like the floods in the recent past.

The Memorandum of Articles of Association of the ‘Old Cottonian’s Association India’, however, do not specifically provide for carrying out charitable activities although this has been the real intent of the Society. This is evident from the fact that certification in terms of Section 3

12-A of the Income Tax Act, 1961 was got done from the Income Tax Authorities.

Article 5 of the Memorandum of Association was discussed and deliberated upon at considerable length. The same reads as follows: –

5. “OTHER IMPORTANT CONDITIONs REQUIRED UNDER THE SOCIETIES REGISTRATION ACT 1860.

(a) The income and the property of the Society shall be applied solely towards promotion of the objectives of the Society as set forth in the Memorandum of Association and no portion thereof, shall be paid or transferred directly or indirectly to the members of the Society.”

A perusal of the above shows that the income of the Society or the O.C. Association is not to be transferred directly or indirectly to the members of the Society. ‘Members:’ and ‘Society’ have been defined separately in clauses (e) and (l) of the Rules and Regulations under heading ‘B. Definitions:-‘ as follows;

“(e) Member means a student of the School who has subscribed to the admission and annual membership subscription of the association and has been a student for a minimum of one academic year.”

“(l) Society: Society means the Association comprising of the members and registered under the Societies Registration Act hereinafter referred to as Old Cottonians Association (India).”

The actual purpose of the above Article 5, in fact, it appears is that the members of the Executive Committee or those who are managing the funds of O.C. Association, maintain purity in the use of funds by them. The purpose is not to exclude the Members of the Association for whom the income and donations is to be expended in case of their genuine and bona 4

fide need. Besides, this is somewhat contrary to what is provided for in clause (vii) of Rule 2 B of the Rules and Regulations relating to ‘Utilization of Corpus Funds’, which provides that the fund can be utilized for fulfilling the objective of the society, in particular for: “To give financial assistance for medical treatment to the needy members of the society.” Therefore, necessary amendments and/or insertions are required to be made, for which recommendation it is resolved be made to the General Body.

The head note of the said Article 5 states, ‘Other important conditions required under the Societies Registration Act, 1860’ and below it, it has been mentioned that the income and the property of the Society shall be applied solely towards promotion of the objectives of the Society as set forth in the Memorandum of Association and no portion thereof, shall be paid or transferred directly or indirectly to the members of the Society. There is in fact, no such condition in the Societies Registration Act, 1860. Therefore, the above clause does not depict the correct picture and this anomaly or discrepancy, it is resolved requires to be corrected.

Rules 2A and 2B of the Rules and Regulations of the Constitution of the O.C. Association is regarding the ‘Funds and Finances’ and ‘Utilization of Corpus Funds’ respectively, which are also relevant for the present purpose. These were also considered and deliberated upon at length. The said two rules read as follows:

“2A FUNDS AND FINANCES:

“Funds: The amount of membership fees collected shall be utilised in the following way:

i) The admission Fees collected in a year from the school’s shall be utilised in the following manner:

a) 50% of the admission fee collected in a Financial Year, shall be utilised for meeting revenue expenditure of the society at the OCA (India) level.

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ii) The balance 50% shall be accumulated/utilised as corpus fund for meeting object of the society as per this memorandum and due intimation of this to be given to members in the AGM.

iii) The respective Chapters to which the members belong shall utilise the annual subscription, collected from the members, for meeting the revenue expensive and furthering the objectives of the Society.

2B Utilization of Corpus Funds.

Corpus funds of the society shall be kept in the Form of Fixed Deposits with any scheduled bank or may be invested in the Govt. Securities. The fund can be utilized for fulfilling the objectives of the society, in particular for:

i) Financial assistance to the School.

ii) Financial assistance to needy widow of members of the society.

iii) Financial assistance to needy family members of the deceased members of the society.

iv) Scholarship old deserving Cottonians.

v) Scholarship by way of reimbursement of tuition fees and other fees of the needy and deserving children of Old Cottonians.

vi) To give interest free loan to outstanding student for further studies.

vii) To give financial assistance for medical treatment to the needy members of the society.”

The above Rule 2A is primarily confined to the use of funds for the objects of the Society as per its Memorandum and Rule 2B is for the ‘Utilization of Corpus Funds’. The Association has been carrying out 6

charitable work and has done several activities in this regard. To say that at present the Articles of the Memorandum of Association or the Rules and Regulations do not provide for carrying out charity work would not be correct. The same is indeed provided for and is the intent; however, to bring it out more elaborately with clarity and obviate any objection that may be raised in this regard, it has been resolved to recommend to the General Body to carry out necessary amendments in the Articles of Memorandum of Association and also in the Rules and Regulations. The amendments to the Memorandum of Association/Rules and Regulations of the Society can be carried out in terms of Rule 18, which reads as follows: –

“18. Amendment to the Memorandum of Association/ Rules and Regulation of the Society.

The General Body of the Association may, after considering the view of the Executive Committee, amend or alter these Rules and Regulations at a meeting after giving fifteen days clear notice, by a majority of not less than 2/3rd members present. Other business may also be transacted in such meeting.”

The Executive Committee of the Association in its meeting held on 16.12.2019 deliberated upon this issue and felt that the purpose of the Association is to provide help to all to the best of their ability in the hour of need. That is to say to provide for help not only to the old boys/cottonians but also to others in the case of national calamity so as to be a part in the nation building process.

It in the said facts and circumstances that the Executive Committee of the Association resolved to recommend to the General Body to carry out necessary amendments, insertions and substitutions wherever required in the Memorandum Articles of Association Old Cottonians Association India so that the avowed object of the O.Cs. Association to carry out charitable work is achieved in a regular and proper manner. 7

The following amendments are accordingly recommended for the approval of the General Body:

1. In Article 3 of the ‘Memorandum of Association’ under the heading ‘Objects:’ after clause (f) the following clauses (g) and (h) are recommended be added;

“(g) To provide for monetary help and aid to old boys/ cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments, which they are unable to meet.

(h) To carry out other charitable and welfare activities by collecting and generating funds and resources for the help and aid of the general public especially in the event of national disaster or calamity.”

2. In clause (f) of Article 4 of the ‘Memorandum of Association’ after the words, “support to the alma mater of Bishop Cotton School, Shimla” and before the words, “with the object of improving”, the following are recommended to be added;

“in the nature providing monetary help and aid to old boys/ cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments and for carrying out other charitable and welfare activities by 8

collecting and generating funds and resources for the help and aid of the general public especially in the event of national disaster or calamity.”

3. The heading of Article 5 of the ‘Memorandum of Association’, that is, “Other Important Conditions Required Under The Societies Registration Act 1860”, is recommended to be omitted and substituted with the following;

“Other Conditions Required to be Adhered to and Followed.”

4. In clause (a) of Article 5 of the ‘Memorandum of Association’, after the words, “shall be paid or transferred directly or indirectly to the members of the Society” the following is recommended to be added;

“except as provided for in the Objects of the Memorandum of Association and the Rules and Regulations.”:

5. Clause (ii) of Rule 2B relating to ‘Utilization of Corpus Funds’ of the ‘Rules and Regulations’ provides for; “Financial assistance to needy widows of members of the society.” The said clause is recommended to be substituted as follows:

“Financial assistance and aid and aid to old boys/ cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments, which they are unable to meet.” 9

6. Clause (vii) of Rule 2B relating to ‘Utilization of Corpus Funds’ of the ‘Rules and Regulations’ provides as follows;

“To give financial assistance for medical treatment to the needy members of the society.”

In view of the amendment made to clause (ii) above, the said clause would not be necessary. Therefore, it is recommended to be omitted and substituted with the following;

“To give financial assistance and aid for carrying out charitable and welfare activities by collecting and generating funds and resources for the help and aid of the general public especially in the event of national disaster or calamity or such other such event as the Executive Committee may decide.

Provided that the financial assistance and aid to be provided shall be based on the facts and circumstances of each such event where such assistance is to be provided and shall not be a mere isolated event.”

Dated…
Secretary OCA (India)


The position the OCA Constitution after amendments is depicted by the high lighted portion.

3. OBJECTS:

The objects for which the Association is established are:

(a) to endeavour to live up to the motto of Bishop Cotton School, Shimla, viz. “Overcome Evil with Good.”

(b) To establish a bond of union among Old Cottonians, and between them and Bishop Cotton School, Shimla to foster a spirit of comradeship, promote co-operation and to extend help to the old students of the school.

(c) To organise and develop activities on matters of cultural, social, economic and educational, to keep alive the spirit of devotion, education, and a continuing concern for the welfare and development, especially the welfare of members of the Association.

(d) To help, encourage and assist the spread of education and to render assistance, award scholarship to deserving students and for this purpose, to take all such steps as may be necessary.

(e) To help in finding avenues of employment or occupation, and in acquiring facilities for technical, vocational and professional training to students in India.

(f) To affiliate, associate, or co-operate with any other society or association – the same or similar objects, in such manner and to such extent, as may be desirable and possible.

(g) 1[To provide for monetary help and aid to old boys/ cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments, which they are unable to meet.

(h) To carry out other charitable and welfare activities by collecting and generating funds and resources for the

1 Clauses (g) and (h) are recommended to be added. 2

help and aid of the general public especially in the event of national disaster or calamity.” ]

4. (a) to (e) xxxxxx

(f) The rendering of assistance be with special focus on providing support the alma matter Bishop Cotton School, Shimla 2[in the nature providing monetary help and aid to old boys/cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments and for carrying out other charitable and welfare activities by collecting and generating funds and resources for the help and aid of the general public especially in the event of national disaster or calamity] with the object of improving its infrastructure and ability to impart quality education.

2 The highlighted portion is recommended to be inserted.

The heading: “OTHER IMPORTANT CONDITIONS REQURIED UNDER THE SOCIETIES REGISTRATION ACT, 1860.” is recommended to be substituted with the highlighted portion.

4 The highlighted portion is recommended to be inserted.

5. 3[OTHER CONDITIONS REQUIRED TO BE ADHERED TO AND FOLLOWED,]

(a) The income and the property of the Society shall be applied solely towards promotion of the objectives of the Society as set forth in the Memorandum of Association and no portion thereof, shall be paid or transferred directly or indirectly to the members of the Society 4[except as provided for in the Objects of the Memorandum of Association and the Rules and Regulations].

“2A FUNDS AND FINANCES:

“Funds: The amount of membership fees collected shall be utilised in the following way:

i) The admission Fees collected in a year from the school’s shall be utilised in the following manner:

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a) 50% of the admission fee collected in a Financial Year, shall be utilised for meeting revenue expenditure of the society at the OCA (India) level.

ii) The balance 50% shall be accumulated/utilised as corpus fund for meeting object of the society as per this memorandum and due intimation of this to be given to members in the AGM.

iii) The respective Chapters to which the members belong shall utilise the annual subscription, collected from the members, for meeting the revenue expensive and furthering the objectives of the Society.

2B Utilization of Corpus Funds.

Corpus funds of the society shall be kept in the Form of Fixed Deposits with any scheduled bank or may be invested in the Govt. Securities. The fund can be utilized for fulfilling the objectives of the society, in particular for:

i) Financial assistance to the School.

ii) 5[Financial assistance and aid and aid to old boys/ cottonians, their widows, present and former members of the staff and employees of the Bishop Cotton School in case of genuine and bona fide need for meeting their medical ailments, which they are unable to meet.]

iii) Financial assistance to needy family members of the deceased members of the society.

iv) Scholarship old deserving Cottonians.

v) Scholarship by way of reimbursement of tuition fees and other fees of the needy and deserving children of Old Cottonians.

vi) To give interest free loan to outstanding student for further studies.

The words; “Financial assistance to needy widow of members of the society.” are recommended to be omitted and substituted in the manner as has been highlighted. 4

vii) [To give financial assistance and aid for carrying out charitable and welfare activities by collecting and generating funds and resources for the help and aid of the general public especially in the event of national disaster or calamity or such other such event as the Executive Committee may decide.

Provided that the financial assistance and aid to be provided shall be based on the facts and circumstances of each such event where such assistance is to be provided and shall not be a mere isolated event.]

The words; “To give financial assistance for medical treatment to the needy members of the society.” are recommended to be omitted in view of amendment made to clause (ii) above and substituted in the manner as has been highlighted.

Dated Secretary OCA (India)

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