A SOCIETY FORMED & REGISTERED UNDER THE ACT, 1860 

(ACT. XXL OF 1860) 

Avayaranya Nature Conservation (ANC) Foundation

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 Chapter 1

Memorandum of Association 
Avayaranya Nature Conservation (ANC) Foundation 

1. The name of the foundation is the "Avayaranya Nature Conservation (ANC) Foundation". 

2. The Registered office of the foundation is situated at MD Jamal Uddin, Room no. 03 ( back
side ground floor ), holding no. ......, Ward no. 03, police station: keranigonj model, Dhaka. or
such other places as the foundation may determine from time to time. 

3. Objectives of the Foundation are to: 

i. Engage in charitable and social welfare activities strictly on a non-profit basis;
ii Promote and work towards achieving "Sustainable Development Goals" (SDGs);
iii. Improve lives through creating awareness and actions on social, economic, and
environmental co-benefits, including health and livelihoods, food and energy security,
and sustainable economic growth through education, science, planning, and
environmental initiatives
iv. Utilize national as well as global fund individually or jointly affiliated program with
organizations and agencies portraying the same goal of biodiversity conservation;
v. design and implement programs focusing on environmental rehabilitation, watershed,
and landscape restoration following the globally accepted scientific base throughout the
country as well as abroad
vi. Design and implement in and ex-situ conservation programs using Nature-Based
Solutions (NBS) for both terrestrial and marine ecosystems that will help to protect
endangered floral and faunal species
vii. Create moral obligation, social and eco-friendly tourism, and environmental justice to
support developing countries in both general development and emergency crises; for
example-carbon-tax, support climate refugees, etc.
viii. Work with different ethnic communities to help develop their livelihood based on
nature.
ix. Conduct survey, research, manage funds for scholarship support to create champions for
nature, and support to Govt. and Non-Govt. Organizations by making partnerships.
x. Take creative nonviolent social and legal initiatives on issues that endanger any species
or threats any components of the environment.

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5. In case of winding of the foundation, property or , shall not be distributed to its members but
shall be handed over to government or some other charitable foundations having similar
objectives. 

6. Executive committee of the ANC Foundation 

The First Executive Committee of ANC Foundation is hereby constituted with the following 
#Sl Name Designation
1 Shamal Kante Sarkar President
2 Kawsar Ahmed Vice-President
3 Sahadeb Chandra Majumder Secretary
4 Ismat Mesbah Uddin Treasurer
5 Debajit Debnath Member
6 Muhammed Noor Hossain Member
7 Md. Tanjimul Alam Arif Member 
8 Tabia Tasnim Anika Member

9 Amena Easmin Member

7. We the several persons, whose name address, occupation and signatures subscribed below, are
desirous of being formed into a foundation in pursuance to the Memorandum of Association.

#Sl Name & address Designation and Signature

Organization

1. ● Name: Shamal Kante Sarkar Advocate,

● Father's Name: Khagendra Nath Sarkar Dhaka Judge
● Mother's Name: Gita Rani Sarkar Court
● Permanent address: Village:West Mollapara,
Post: Mollapara, Union: Ratnapur, Upajila:
Agoiljhora, District: Barishal
● Present address: Holding Number-122 (5th
floor) Police Station: Bangshal, District:
Dhaka.
● Date of Birth: 01.01.1986
● NID: 19860610287629583
● E-mail: hejalban17@gmail.com
● Mobile: +8801821684269

2. ● Name: Kawsar Ahmed status

● Father's Name: Md. Dobir Uddin

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 ● Mother's Name: Mrs. Jahanara Begum
● Permanent address: Village: Purbakaroir,
Union: Shiruail, P.S: Shibchar, Dist:
Madaripur.
● Present address: Village: Purbakaroir,
Union: Shiruail, P.S: Shibchar, Dist:
Madaripur.
● Date of Birth: 01.01.1986
● NID No: 4183991035
● E-mail: ahmedempl@gmail.com
● Mobile: +8801973189507

3. ● Name: Sahadeb Chandra Majumder GIS Specialist,

● Father's Name: Rakhal Chandra Majumder UNDP
● Mother's Name: Kazal Rani Majumder
● Permanent address: Village: Kotisha, P.O:
Chandgaon, P.S: Laksham, District: Comilla
● Present Address: Apartment-2B, Diganta
Bhaban, Kolatoli, Cox’s Bazar
● Date of Birth: 17.10.1991
● NID No: 19911917217000381
● E-mail: sahadeb.ifescu@gmail.com
● Mobile: +8801927393240

4. ● Name: Ismat Mesbah Uddin BSSO, Brac

● Father's Name: Md. Mohi Uddin Bank Ltd.
● Mother's Name: Mst. Khorsheda Begum
● Permanent address: Village: Pihar, P.O:
Korpai, P.S: Chandina, District: Kumilla
● Present Address: 12/A, Bashundhara R/A,
P.S: Vatara, District: Dhaka.
● Date of Birth: 05.01.1983
● NID No: 191273998787035
● E-mail: ismat.mesbah7@gmail.com
● Mobile: +8801717960697

5. ● Name: Debajit Debnath current status

● Father's Name: Bhirendra Debnath
● Mother's Name: Gita Rani Debnath
● Permanent address: Village: Kamalpur
(Ahdapara), P.O: Bhairab Bazar, P.S:
Bhairab, District: Kishorgonj.

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 ● Present Address: 6/1/B, West Rajarbag, P.s.-
Sabujbag, Dhaka.
● Date of Birth : 10.11.1985
● NID No: 4821104671578
● E-mail: debajitdebnath300@gmail.com
● Mobile: +8801711115580

6. ● Name: Muhammad Noor Hossain

● Father's Name: Muhammad Abul Kalam
Azad
● Mother's Name: Mst. Pervin Begum
● Permanent address: House # 04, Road # 01,
Block # B, Halishahar Housing Estate,
Chattogram, 4226
● Present Address:
● Date of Birth: 08.11.1988
● NID No: 19881593526316642
● E-mail: noorhossain28@gmail.com
● Mobile: +8801812372506

7. ● Name: Md. Tanjimul Alam Arif National

● Father's Name: Md. Nurul Alam Forestry
● Mother's Name: Nur Nahar Begum Specialist, FAO
● Permanent address: Village: Kalipur, P.O:
Izzatnagar, P.S: Banskhali, District:
Chattogram
Present Address: Flat#A3, Shubashti Koshba,
Koshba House, Besides Old Biman Office Mosque,
Kazir Dewri, Chattogram

● Date of Birth: 26.12.1988

● NID No: 19881591017583168
● E-mail: tanjimarif.crel@gmail.com
● Mobile: +8801855966993

8. ● Name: Tabia Tasnim Anika current status

● Father's Name: Md. Moslem Uddin

● Mother's Name: Mrs. Hasina Akter

● Permanent address: House- E 8/16,

Chittagong Urea Fertilizer Ltd. Colony, 2 no
Barsat, Chittagong Urea Fertilizer Factory,

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 Anwara, District: Chattogram

● Present Address:

● Date of Birth: 09.11.1997

● NID No: 9582255254

● E-mail: tasnimanikaa13@gmail.com

● Mobile: +880191097132

9. ● Name: Amena Easmin current status

● Father's Name: Tofazzal Hosen

● Mother's Name: Rahima Begum

● Permanent address: Dokkhin Baishari,

Baichhari, Naikhongchhari, District:
Bandarban.

● Present Address:

● Date of Birth: 02.06.1992

● NID No: 9582255254

● E-mail:
ameena.yasmeen20@gmail.com

● Mobile: +8801977688198

Date: 

Name, address, and signature of witness attesting the above signatures: 

Chapter 2:

Rules and Regulations

Avayaranya Nature Conservation (ANC) Foundation

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2.1. Acronyms

In these rules and regulations, unless the context otherwise requires: 

I. The "Foundation", “Organization”, "Avayaranya" and “ANC” means "Avayaranya

Nature Conservation (ANC) Foundation. Words signifying males shall extend to and
include females. 
II. "Registered Office" shall mean the registered office of the foundation to the time
being. 
III. "Member" shall mean a member of the foundation appearing on the register of
members of the foundation. 
IV. “The Register” shall mean the ‘Register of Members to be kept in pursuant to the
Act. 
V. “Rules and Regulations” mean the Rules and Regulations of the foundation. 
VI. “President” means the President of the Foundation. 
VII. “Secretary” means the Secretary of the foundation. 
VIII. “Treasurer” means the Treasurer of the foundation. 
IX. “Month” means the Christian Calendar Month. 
X. “Year” means the Christian Calendar Year. 
XI. “Seal” means the Common Seal of the Foundation. 
XII. “Written means in Writing and written include printing lithography, laser printing,
Type-writing, Talley, Fax, e-mail & other modes of representing or reproducing
words in visible form. 
XIII. “E.C” shall mean the Executive Committee of the foundation.
XIV. “GC” will mean the General Committee of the foundation. “The Act” means the
Society Registration Act-1860 (Act no. XXI of 1860) and any reference to any
provisions thereof shall be read as a reference to such provision as amended or re-
enacted by any statute for the being in force. 

2.2 Membership:

Any person belonging to any nationality is eligible to become a member of the foundation if
recommended by a member of the foundation and approved by the executive committee. 
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Type of Membership 
a. General Member 
b. Life Member 
c. Associate Member 
d. Honorary Member 

a. General Member: Any Person belonging to any nationality is eligible to become a member
of the foundation if accepts the rules and regulations of the foundation, applies in a specific
form willing to pay entry fees and subscription fee amount which will be determined by the
EC from time to time. General Membership Duration is one year only to be renewed
automatically except in case of resignation, termination of Membership, and subscription
default. 
b. Life Member: The members who accept and sign hereby the memorandum of association
and all members (including first Executive Committee Members) who were present during
the formation of the foundation are considered as life members. They will be a lifelong
member of the foundation. However the EC may offer time to time for lifetime
membership. A standard subscription fee and the validity period will be determined by the
EC in this context.
c. Associate Member: Any person or organization belonging to any nationality can be an
Associate member if the application granted by E.C in this case, the individual shall be
granted all the rights of a general member except the voting rights and becoming a member
of the EC. 
d. Honorary Member: If an individual contributes significantly according to the aims and
objectives of the organization, the individual could be granted a Honorary membership,
subject to the approval of the EC the individual member except for the voting rights and
becoming a member of the EC.

2.3. Conditions of General Membership:

i. A member shall be a member of the foundation for the term of his natural life unless he
shall resign from his membership by writing under his hand addressed to the EC. (or is
removed from membership by a vote of three-fourths of the members of the foundation) or
did not pay the subscription fee for 2 consecutive years. Some other issues could be the
reason for the cancellation of membership-such as mental illness, Breach of Trust, failure to
attend four consecutive meetings, involvement in activities contrary to the regulations of the
foundation, conviction in any criminal case, Bankruptcy, Liquidation, Winding up, Holding
position contrary to the objective of the foundation. 
ii. The Executive Committee has full discretion to accept or refuse any membership. Majority
vote will decide whether the application should be granted or not.  
iii. Every member shall act to the best of his ability for the furtherance of the objects, interest,
and influence of the foundation and shall observe all regulations herein contained and all

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 bylaws of the foundation made pursuant to the power in behalf hereafter contained. The
members shall be entitled to notice of general meetings and vote and to take part in the
deliberation at such meetings. 
iv. Membership will be renewed or remain as detailed here in and an individual whose
membership has been terminated may file an application to the President and upon
receiving such application and after assessing the given situation, the President may
reinstate his membership. 

Chapter 3:

Structure of the Foundation

Avayaranya Nature Conservation (ANC) Foundation

There will be several Committee to ensure the smooth operation of the foundation, which will be 
a. General Committee ( Governing Council)
b. Advisory Committee 
c. Executive Committee 

a. General Committee: The General Committee will be formed by the Founder Members and
General Members. The members of the General Committee will be a minimum 09 (Nine) to 21
(Twenty-one) All general members should be a member of the general committee and have voting
power.
Duties and responsibilities of the General Committee:
i. To elect the Executive Members.
ii. To attend general meetings.
iii. To provide necessary decisions and give opinions.
iv. To look after the activities of the organization and the Executive Committee.
v. To take part in major policy making issues.
vi. To ask for any quarries/information to the EC Members

b. Advisory Committee: The EC may form an Advisory Committee consisting of relevae will have
no voting rights but for service rendered will be entitled to receive salary/honorarium from the
Foundation amount of which will be determined by the EC. 

c. Executive Committee: The Executive Committee shall be composed of not less than 7 (seven)
and not more than 21 (twenty-one) members unless otherwise reduced or increased by a resolution
in a general meeting. The names of the members of the first executive committee -

(attachment). name list of all

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The first executive committee will be composed of 9 (nine) members, Structure of the executive
committee is as: 

#Sl Designation Numbers

01 President 01

02 Vice President 01

03 Secretary 01

04 Treasurer 01

05 Executive Member 05

Total 09

C1. Responsibilities of Executive Committee:

i. The EC shall meet at least four times in a year for dispatch of business, adjourn, and
otherwise regulate their meetings and proceedings as they think fit. Questions arising at any
meeting of the EC shall be decided by a majority of votes, in case of an equality of votes,
the chairman/president shall have a second or casting vote. The president may call a
meeting whenever he thinks necessary. The quorum necessary for the transaction of the
business of the EC may be fixed by the EC and unless so, shall be Five. 
ii. The continuing of the EC may act notwithstanding any vacancy in the EC, if and so long as
the number is reduced below the number by or according to the regulations of the
foundation as the necessary quorum of the EC. Continuing members of the EC may act the
number of members of the EC to that number—or to summon a general meeting of the
foundation but for no other purpose. 
iii. The members shall be subject to the provisions of Rules and Regulations, elect one of them
to be President/Chairman of the EC, and determine the period for which he is to hold office.
The president shall preside at all the meetings of the EC. If at any meetings the President is
not present within half an hour after the time scheduled for holding the meeting, the
members may choose one of their members to be President of that meeting. 
iv. The activities of the foundation shall be managed by the EC and may exercise all such
powers of the foundation as are not by the or any statutory modification thereof for the time
being in force or by these Rules require to be exercised by the foundation in General
meeting, subject nevertheless to any regulation of these Rules, to the provisions of the said
Act and such regulations or provisions as may be prescribed by the foundation in General
Meeting, nothing herein contained shall invalidate any prior act of the EC which would have
been valid if the regulation had not been made. 

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 v. The members of the Executive Committee may receive such remuneration as shall be
determined by the services rendered to the Foundation. 

C2. Authority of Executive Committee: 

The EC shall have full control over all the affairs and property of the foundation and shall exercise
all powers of the foundation as they think and may from time to time provide for the management
and transaction of the affairs of society in any specific locality whether in Bangladesh or abroad
and for purposes thereof may establish a local committee or Governing body and agencies or make
other appointments and delegate powers and form committee of the EC for specific
purposes. Without prejudice to the General Power, conferred by the last preceding rules and other
powers conferred by this present, it is hereby expressly declared that the EC shall have the
following powers that to say. 
i. To pay the cost, charges, and expenses preliminary and incidental to the promotion,
formation, establishment, and registration of the foundation. 
ii. To purchase otherwise acquire for the foundation any property, rights or privileges, which
the foundation is authorized to acquire at such price and generally on such terms and
conditions as they think fit and to sell, let exchange or otherwise dispose of absolutely or
conditionally any part of the property privileges and undertakings of the foundation upon
such terms and conditions and for such consideration as they may think fit. 
iii. To secure the fulfillment of any contracts, agreements or engagements entered into by the
foundation, of the Foundation, or in such other manner as they may think fit. 
iv. To appoint Chief Executive Officers as it may be necessary or expedient and may regulate
his duties and responsibilities and fix his emoluments. 
v. To institute, conduct, defend, compound and abandon any legal proceedings by or against
the foundation or its officers or otherwise concerning the affairs of the foundation and also
to compound and allow time for payment or satisfaction of any claims or demands by or
against the foundation. 
vi. To act on half of the foundation in all matters relating to bankruptcy and insolvency. 
vii. From time to time to make, vary, repeal by-laws for the regulations of the business of the
foundation, its officers, and employees. 
viii. To make and alter rules and regulations concerning the time and manner of payment of the
contributions of the employees and the foundation respectively to any fund and the actual
employment, suspension and forfeiture of the benefit of the said fund and application and
disposal thereof and otherwise the working and management of the funds to the working
and management of the funds and the EC shall from time to time think. 
ix. To make, draw, endorse, sign, accept, negotiate and give all checks, bills of lading, drafts,
orders, bills of exchange and promissory notes, and other negotiable instruments required in
the business of the society. 

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 x. To ensure and keep insured against loss or damages by fire or otherwise for such period and
to such extent as they may think proper all or any port the building, machinery, goods, store,
produce and other movable and immovable property of the foundation either separately or
jointly also to insure all or any portion of the goods produce, machinery and other articles
dealt with, imported or exported by the foundation and to sell, assign, surrender or
discontinue and policy of assurance affected in pursuance of this power. 
xi. To open accounts with any Bank or several Banks and to pay money into or draw money
from any such account from time to time as the EC may think Fit. 
xii. To determine from time to time who shall be entitled to sign on foundation's behalf bills
notes receipts, acceptances, endorsements, and checks release contracts documents. 
xiii. To provide for the welfare of any employees of the foundation and the spouses and families
or the dependents or connections of such person by building or contributing to the building
of houses or dwellings or by grants of money, pensions, allowances, bonus or other
payments or by creating and from time to time subscribing or contributing to provident fund
and other associations institution or contributing towards places of instruction and
recreation, school, college, universities, hospital dispensaries, medical and such other
attendance as the EC shall think fit and subscribe, contribute or otherwise assist ort to grant
money to cultural, charitable, benevolent religious, scientific, national or other objects
which shall have a moral or other claims to support or aid by the foundation of public and
general utility or otherwise. 
xiv. To manage all concerns and affairs of the foundation to appoint and employ officers,
organizers, workmen, day laborers for the foundation and to remove or dismiss them and
appoint others in their place and to pay such persons as aforesaid such salaries, wages or
other remuneration as may be deemed fit and proper. 
xv. The EC may from time to time delegate all or any of their powers and authorities herein to
the chief Executive officer, members of EC, officers of the foundation, and/or any other
person/s as they may decide. 
xvi. The President shall exercise such powers and fulfill such functions as may be determined
from time to time by the EC. 
xvii. To borrow or raise any sum of money by loan, on hypothecation or mortgage on such terms
and conditions as may be deemed fit and proper. 
xviii. To establish branch officers and agencies in any part of Bangladesh or abroad to promote
objectives of the foundation or to replicate its programs and/or activities. 
xix. To invest funds of the foundation or to dispose of the same on behalf of the foundation as
may be decided by the EC. 
xx. To approve, cancel, suspend the membership of the Foundation EC can re-store, cancelled
membership if it may think fit. 

C3: Responsibilities of the President of the Executive Committee: 

i. Convening regular and special/emergency/requisition meetings. 

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 ii. Signing the necessary documents on behalf of the foundations on decisions taken by the
EC. 
iii. To organize and lead the agenda of the organization. 
iv. To maintain synchronization between the EC and the overall activities of the organization. 
v. To play the role of chief executive of the organization. 

C4: Responsibilities of the Vice-President of the Executive Committee: 

To play the role of president in case of his absence

C5. Responsibilities of the General Secretary of EC: 

i. Will supervise and function towards achieving objectives of the organization. 
ii. Will maintain liaison with individuals, Donors, Governments, NGOs, Companies,
Organizations, and pressure groups of people to fulfill the objective of the foundation. 
iii. Will approve all expenditures and vouchers of the foundation. 
iv. To call and organize meetings and agendas of the organization on time with a valid
consultation with the president. 
v. To coordinate secretarial activities. 
vi. To oversee the budgetary activities along with the President as a signee, to keep an account
of the financial activities to be prepared for any audit. 

C6. Responsibilities of the Treasurer of EC: 

i. To oversee all financial affairs of the organization. 
ii. To open account/s with various Banks and Institutions and operate those along with the
President and the General Secretary. 
iii. To prepare the annual budget and financial report for the Annual General Meeting and place
it at the EC meeting before the annual general meeting. 
iv. Will collect, compile, and preserve the foundation's weekly/monthly income and
expenditure statement from branches, main and project office. 
v. Will preserve, central book, cash book, ledger book, receipt book, passbook of the
foundation. 
vi. Will maintain and prepare/monitor the preparation of the income: expenditure and salary
sheet. 
vii. To keep an account of the financial activities to be prepared for any audit. 
viii. To keep proper books of all sales and purchases and the assets & liabilities. 

C7. Responsibilities of the Members of EC: 

i. To be present in all the meetings and conventions. 
ii. To play the role given by the EC. 

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Provided however that the office of the member of EC shall not be vacated by reason that the
member concerned is a director or member of any company or corporation which has entered into a
contract or done work for the foundation but the member concerned or work and if he does so his
vote shall not be counted. 

C8. Appointment of the staff: To run organizational operation the EC will recruit the staff as per
need of the organization day to day activities and implements of programs as well. EC shall have
the contribution of the employee and the foundation respectively to any fund and the actual
employment, suspension, and forfeiture of the benefit of the said fund, if needed EC may appoint
professionals/experts and activists. 

EC shall have the power to manage all concerns and affairs of the foundation, to appoint and
employ officers, organizers, workmen, day laborers for the foundation and to remake or dismiss
them and appoint others in their place and to pay such persons as aforesaid salaries, wages of other
remuneration as may be deemed fit and proper. 

C9. Vacation of office: The office of an EC member shall be vacated: 

i. Cease to be a member of the foundation. 
ii. Is found to be of unsound mind by a competent court. 
iii. Is adjudged insolvent. 
iv. Is absent from three consecutive meetings without leave of absence/advance. 
v. Is concerned or participates in the profits of any contract with the foundation. 
vi. Is punished with imprisonment by a competent court for a term exceeding six
months in respect of which under the law for this time being in force is cognizable. 

Chapter 4:

Meetings of Committee
Avayaranya Nature Conservation (ANC) Foundation

Meetings of Committee: Any meeting of the foundation will be called by the General Secretary
with the consent of the President, in case of any decision where the members vote equally, the
President of the meeting shall have a second or casting vote. 

1. Annual General Meeting: First Annual General Meeting of the general committee shall be
held within the 18 months of its incorporation then at least once a year. The AGM shall be
of all members of the foundation; 14 days prior notice shall be given to every general
committee member before holding the meeting stating the time, date, and venue. Two-third
of the members of the general committee shall form the Quorum. 

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2. Meeting of the EC will be held every (3) three calendar months, meeting will analyze the
decision of the previous meeting, will submit its analysis, and will decide for future
programs at least seven (07) days prior notice required to such a meeting. Two-third of
members of the EC shall form the quorum. 
3. Special meeting will be held depending on the situation. The President/General Secretary
will have the authority to call a special meeting with a 24 hour notice, The Executive
committee, whenever it thinks fit, and on requisition in writing by at least five members of
the foundation shall call a special meeting. 
a. The committee must state the objectives of the meeting and must be signed by the
secretary and deposited in the registered office of the foundation. 
b. Not less than fourteen days prior notice, specifying the place, day and hour of
meeting with a statement of the business to be transacted at the meeting shall be
given either by advertisement or by post or otherwise, with the consent in writing of
all the members entitled to receive notice of meeting may be convened by a shorter
notice and in a manner, the EC thinks fit. 
c. The accidental omission to give such notice to or the non-receipt of any of the
members shall not invalidate the proceeding at any such meeting.
d. The ordinary businesses are
i. Adopt audited accounts, balance sheets, and reports of the EC.
ii. Election of the members of EC. 
iii. Appointing and fixing the remuneration of Auditors. 
iv. Pass annual budget of the foundation. 
e. No business except the choice, when necessary, of the President of the meeting shall
be transacted or discussed at a General Meeting while the Chair is vacant. 
f. President (if any) of the General Committee shall preside as chairperson at every
General Meeting of the foundation. 
g. If there's no such chairperson or if at any time he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as
chairperson, the vice president shall preside over the meeting.
h. At any General Meeting, a resolution put to the vote of a meeting shall be on a show
of hands, unless a poll is (before on the declaration of the results of the show of
hands) demanded by at least five members unless a poll is so demanded, a
declaration by the chairperson that a resolution has, on a show of hands been
carried, or carried unanimously, or by a particular majority, or lost and an entry to
that effect in the book of proceeding of the foundation shall be conclusive evidence
of the fact, without proof of the number or proportion of the votes recorded in of or
against the resolution, If shall be taken in such manner as the chairperson directs,
and the result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. 

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 i. Minutes shall be kept in-books provided for that purpose. All resolutions and
proceedings at General meetings and any such minutes if signed by the Chairperson
of the meeting to which they related or by the chairperson of the next subsequent
General Meeting shall be conclusive evidence of such resolution and proceedings. 
j. On a show of hands, every member present in person shall have one vote. 
k. The Chairperson of the meeting shall be the sole judge of the validity of every vote
tendered at such a meeting or poll. 
l. EC shall cause minutes to be duly entered in books to provide for the purpose –
i. Of all appointments of officers and committees of the foundation. 
ii. Of all the names of the members of the EC Present at each meeting of EC. 
iii. Of all resolutions and proceedings at all meetings of the foundation either by
EC, General Committee, or any committee formed by EC. 

Chapter 5:

Election of Committee
Avayaranya Nature Conservation (ANC) Foundation

1. Election: At the first and every three years, election to the EC will take place. All members of
the EC except the Chief Executive officer if he happens to be a member of the EC shall retire
after a 3 year term of office but will be eligible for re-election at the Annual General Meeting. 
2. The foundation, at the General Meeting at which a member of the EC retires in this manner,
may fill up the vacated office by electing through the votes of members thereto. The foundation
may from time to time in the General Meeting increase or reduce the number of members of the
EC to be elected. 
3. Any casual vacancy occurring among members of the EC-may be filled up by the EC, but the
person chosen shall retire at the following Annual General Meeting of the foundation and shall
be eligible for re-election. 
4. Members of the EC shall, subject to the provisions of Article, have power at any time and from
time to time to appoint a person as an additional member of the EC but so that total number
shall not at any time exceed the maximum number fixed for EC. The person so appointed shall
retire the next following General meeting of the foundation and shall then be eligible for re-
election. 
5. By special meeting any member of the EC may be removed before the expiration of his period
of office and by a special meeting or (general meeting) may appoint another person in his place.
The person will retire at the next general meeting and will be eligible for re-election. 
6. All general members shall be considered for votes. 

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7. There will be a list of valid voters 45 days before the AGM. EC may form an election
committee to perform. 

Chapter 6:

Audit & inspection

Avayaranya Nature Conservation (ANC) Foundation

1. Audit & inspection: The EC shall from time to time determine whether and to what
extent and what time and place—and under what conditions or regulations the accounts and
books of the foundation or any of them shall be open to inspection by anybody except as
conferred by law or authorized by EC or by the foundation in General meeting. 

2. The EC shall get the accounts audited at least once a year. The EC will appoint an Auditor
and Fix their remuneration. The auditor so appointed shall have the right to access at all
reasonable times, to the entitled to inquire and seek information and explanation as may be
necessary from all members of their duties. The auditors shall make a written report to the
EC with comments, EC will submit the audit report to AGM for approval. 

Chapter 7:

Bank Accounts
Avayaranya Nature Conservation (ANC) Foundation

a) The fund of the society shall be kept at a scheduled Bank as per the resolution of the EC in the
name of "AVAYARANYA NATURE CONSERVATION (ANC) FOUNDATION" 
b) More than one account can be opened and maintained in the name of as per decision of the EC. 
c) If necessary separate accounts may be opened in the name of each project as per approval of the
EC. 
d. Separate accounts may be opened in the name of different offices/branches or the project. 
e. The signature of any two shall operate the Bank A/C Jointly. The President, The General
Secretary, and the Treasurer. 
f. The Treasurer shall monitor the books of account and shall keep the books of accounts open for
inspection.

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g. The EC shall have a common seal for the foundation and shall have power from time to time to
destroy the same and substitute a new seal in lieu thereof and the EC shall provide for the safe
custody of the seal for the time being and the seal never be used except by or under the authority of
the EC or Committee of the EC and at least in presence of one member of the EC, who shall sign
every instrument to which the seal is affixed in his presence.

Chapter 8:

Income & Expenditure

Avayaranya Nature Conservation (ANC) Foundation

Income Source of the foundation 

The foundation may accumulate and generate income from the following sources. 

i. Membership fee.
ii. Subscription fee.
iii. Contribution by any of the members. 
iv. Donation & Grant.
v. Loan.
vi. Profit from the projects run by the foundation.
vii. Business run by the foundation.
viii. Various institutes are run by the foundation. 
ix. Profit from the sale of the foundation's property income generated by earning from the
service of the Foundation. 
x. Foundation’s fixed deposit by its EC members

Expenditure Sectors: 

i. To implement objectives and programs of the foundation;

ii. To operate general, operations, and administrative functions;
iii. To buy assets for the organizations;
iv. To receive services related to the foundation;
v. To payback loan installments;
vi. To donate to social and charitable causes;
vii. To fulfill the foundation's legal obligation;
viii. To pay an honorarium to the advisors/specialists/Lawyers/financial analyst/CA firm and
such other expertise in different grounds appointed by the foundation;
ix. To implement project works, to continue CSR works and scholarships;
x. To support emergencies of individuals, race, and nations, etc.

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 Chapter 9:

Others
Avayaranya Nature Conservation (ANC) Foundation

1. Branch and Project office: Foundation may be registered or-re-registered in any foreign country
and register any patent, logo, or trademark in any country as the foundation may think fit from
time to time, To establish and maintain such branches or agencies in Bangladesh or any other
country of the world as may be necessary or useful to carry on the function of the foundation. 

2. Borrowing Powers: EC may from time to time raise or borrow any sum of money for or on
behalf of the foundation from the members or any other persons, institution, companies, or
banks. 

3. Dissolution of the foundation: Dissolution of the foundation may voluntarily by 3/5th (three-
fifths) majority votes of the members of the foundation in which event the assets and liabilities
of the foundation shall be disposed of under the provisions of the society registration Act-
1860. 

4. Amendment: Whenever it shall appear to the EC that it is advisable to, amend, extend and
abridge any provision of the Memorandum of the foundation, the purpose, and objects of the
foundation and/or amalgamate the foundation either wholly or partially with any other
foundation or organization or society, the EC shall submit the proposition to the members of the
foundation in a written or printed report and shall convene a special meeting for the
consideration, therefore. 

5. In case of Contradiction: If any of the rules and regulations mentioned contradict with any
provision of the memorandum of association then provision of Memorandum of Association
shall prevail. 

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