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Draft -CONSTITUTION OF THE CONFEDERATION OF SAIL MARKETING EXECUTIVES

1.0 NAME & PLACE

The CONFIDERATION OF SAIL MARKETING EXECUTIVE (hereinafter referred to as

“COSMEX”) is an association of the executives of the Central Marketing Organisation of
Steel Authority of India Limited, a Government Company, incorporated U/s 617 of the
Companies Act 1956 briefly referred to hereinafter as the ‘Company’. The COSMEX
shall have its main office at Calcutta with liberty to have its sub-office at any place in
India, including its registered office at Steel Authority of India Limited, Taramandal, 9 th
Floor, 5-9-13, Saifabad, Hyderabad .

AIMS AND OBJECTS:

The Aims and Objects of the COSMEX shall be:

1.1 To foster, promote and strengthen fraternity amongst the executives of the
Company working in CMO.

1.2 To inculcate, among its members, a feeling of pride and a sense of dignity for
being a part of an organisation of repute and build a strong and cohesive
team to promote, preserve and strengthen the status and dignity of the or -
ganisation.

1.3 To strive for greater ‘autonomy’ of the company to enable it to achieve its
goals and objectives while safeguarding the interests of the Organisation in
general and its Members in particular.

1.4 To promote the interests of its Members and suggest, advise and assist the
Company on matters concerning Personnel and General Policies affecting the
interests of its Members, while safeguarding the overall interests of the or-
ganisation .

1.5 To work towards the social, economic and cultural well-being of its members
by establishing and maintain clubs, libraries, reading rooms, cooperative
credit societies and Housing Cooperative Societies.

1.6 To pro-actively deal with matters affecting the interests of the executives.- can
be avoided as repeat of 1.4

1.7 To regularly have wide circulation and communication amongst its members
by means of publishing books, magazines and periodicals and also through
its own website, U-Tube, Facebook and Twitter accounts.

1.8 To acquire, purchase, hire and lease whole or part of any building for the fur-
therance of the objects of the Association .

1.9 To raise and acquire money by subscription, donations, levies or loans from
members and others as and when necessary for the furtherance of objectives
of the Association.

1.10 To fruitfully invest the surplus corpus of the association to be re-viewed at

regular intervals.

1.11 To keep its members motivated and further promote the association by es-
tablishing rewards, awards and any other suitable means as deemed fit by
the council.

1.12 To render legal assistances to its members with respect to matters relating to
their employment in the organisation.
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1.13 To co-operate with and secure co-operation from Associations having similar
objects in steel industry.

2.0 DEFINITION:

2.1 The Company means “Steel Authority of India Limited” ( A Govt. Of India En-
terprises).

2.2 The Association means ‘Confederation of SAIL Marketing Executives which, in

short shall be called as COSMEX.

2.3 An Officer means, an executive of the Central Marketing Organisation of the

company including executives sent on deputation to other organisations.

2.4 ‘Council’ means the Council of Management as defined in clause below

2.5 ‘Representative’ means the member elected to Council of Association.

2.6 ‘President’ means Member directly elected as President. It also includes the
‘acting president’ in the absence of the President co-opted by the Council .

2.7 ‘Regular Member’ means any working executive who is paying the COSMEX
monthly subscription amount through his/her salary.

2.8 ‘Honorary member’ means any retired employee who has excised their right
to retain his/her membership in COSMEX . Such a member will not have any
voting rights.

2.9 Cosmex office bearers means council of members elected or nominated for
specified posts.

3.0 RE: CONTRIBUTION AND SUBSCRIPTION:

3.1 Any Executive of the Marketing Organisation of the Company, wiling to be-
come a member of the COSMEX, shall be enrolled as a Member upon his/her
submitting an application in the prescribed form to the Convenor/General
Secretary of COSMEX, as the case may be. He/She shall be required to pay
Rs.50.00 as the admission fee within 90 days from the date of submission of
application, failing which he/she would automatically cease to be Member.
Any retired Executive of Central Marketing organisation willing to continue as
a member shall be enrolled as an Honorary Member by paying a one time
contribution of Rs 500/-. Honorary members will be entitled for welfare
schemes designed for retired members.

i) The Council may make calls for contribution in connection with various
activities of the Association as enumerated in clause 2.6 from time to
time if the purpose of the contribution is towards the common benefit.

ii) The contribution may be from only select members who would stand to
benefit from the specific purpose or from all members if it is for a com-
mon benefit. For this purpose, the decision of the Council on the scope
of the benefit is final.

5.0 CESSATION OF MEMBERSHIP:

5.1 Membership will automatically cease upon resignation, retirement or on event

of death .
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5.2 A member whose subscription or contribution is pending for a period of more

than one year shall cease to be a member of the Association and shall forfeit
his rights and privileges including right of voting as a member of the Associ-
ation and shall be deprived of the right of being heard by the Association on
any matters relating to protection of his interests, any grievance, personal or
otherwise during his/her service in the Company. However his membership
shall be restored including his rights and privileges in the event of payment of
all arrears under the head ‘subscription’ and or ‘contribution’ and or re-admis-
sion as the case may be fixed by the Council as and when it is deemed neces -
sary within a reasonable period.

5.3 A member enrolling with COSMEX will automatically cease to be a member of

any other association whose interests and objectives conflict with that of COS-
MEX.

6.0 YEAR:

6.1 The year shall be English calendar year from Ist January to 31 st December and
financial calendar year from 1st April to 31s t March.

7.0 COUNCIL

7.1 Affairs of the Association shall be managed by the Council which shall com-
prise of representatives selected as per procedure defined vide Clause-8.

7.2 All elected representatives to the council will enjoy equal rights in all matters.
It shall be obligatory on each member of the council, elected or co-opted, to
be present in the council meetings held on notification issued by the Secret-
ariat of the Association. Any council member who remains absent from three
consecutive meetings, shall cease to be a member of the council unless due
intimation on grounds of health or any other justifiable reason is given.

7.3 Vacancies caused by representatives on account of continued absence without

reasonable grounds as stated above, shall be filled up by the Council by ‘co-
option’.

8.0 ELECTION

8.1 Election of President

The president will be elected directly from amongst the members who file nomination
within time as specified by the Chief Election Commissioner or his representative by
simple majority through ballot. The election will be held at all offices or nearby offices
where the officer is posted.

8.2 RE: ELECTION OF REPRESENTATIVES TO THE COUNCIL:

There shall be a council to the COSMEX. The council shall be constituted by the mem -
bers duly elected from amongst the total Members by simple majority through secret
ballots.

8.3 Any Member of the COSMEX posted anywhere in the Country shall be eligible for elec-
tion to the council. Such members would be required to file their nominations in the
manner and within the time stipulated by the Chief Election Commissioner or his au-
thorised representative.

8.4 The election to the Council shall be held simultaneously at the Regional Headquarters
of the Central Marketing Organisation of the Company , kolkata Head Office and the
Commercial Directorate at New Delhi. The Regional Headquarters of the Central Mar-
keting Organisation of the Company. The commercial directorate at New Delhi and the
Calcutta HQRs of the Marketing Organisation of the company shall each be a constitu-
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ency where election to the Council shall be held every two year or as provided for in
this Constitution. The members of the COSMEX shall have to exercise their franchise
to elect the representative to the council only at the Constituency within the territorial
jurisdiction of which they would be then posted. At locations where there would be two
constituencies like Delhi and Calcutta, the Members of the COSMEX would vote only in
that constituency to which they are related to. For instance, a Member posted at Cal-
cutta Headquarters’ office would cast his vote only in the Calcutta Headquarters Con-
stituency and not in the Regional Headquarters constituency at Calcutta. Elections can
be also held through online modes. For Online mode of election Chief election Com -
missioner is empowered for using appropriate platform for such election. Chief election
Commissioner is also empowered approve the expenditure for online elections.

8.5 RE: CONSTITUTION OF COUNCIL:

The total number of Council Members would be 24, the breakup of which is as under:

i) Calcutta Headquarters Office 6

ii) Eastern Region 4
iii) Western Region 4
iv) Northern Region 4
v) Southern Region 4
vi) Commercial Directorate 1
------
TOTAL 23
vii) Directly elected president (from any 1
Constituency ------
GRAND TOTAL 24
-----

8.6 The President will have full powers to co-opt one Council Member from any constitu-
ency if he has to do so to ensure that total number of council Members are in odd
numbers. COSMEX council will have full power to co-opt members for unfilled posts.

9.0 GENERAL MEETINGS:

9.1 The General Meetings of the Association shall ordinarily be held every year not later
than 30th June of that year for the purpose of:

i) Receiving and considering the report of the Council on the working of the As-
sociation during the preceding financial year.
ii) Receiving, considering and passing of the Association Accounts for the previ-
ous financial year.
iii) Appointing an Auditor and
iv) Transacting any other business brought forward before the meeting for consid-
eration.

10. A General Meeting held in accordance with clause (9) shall be Annual General Meeting.
Any General Meeting other than the Annual Meeting shall be called an Extra ordinary
General Meeting. The, time, date and place for holding the General Meeting shall be
decided by the Council and the General Meeting shall be called in accordance with pro -
visions contained in clause 11,12 and 13 described below.

11. The Council shall on receipt of requisition made in writing signed by at least 1/3 rd
members entitled to vote and containing a clear statement of objects of calling for
such a meeting, convene and Extra Ordinary General Meeting within 3 days.

12. The Council shall have powers to call for extra ordinary general meeting to consider
matter of importance as and when it thinks that such matter have arisen and shall be
brought to the notice of members for discussions.

13. Notice of General Meeting and Resolution:

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13.1 Clear 21 days notice for every ordinary General Meeting:

A clear 14 days notice for every Extra Ordinary General Meeting specifying the place,
date and hour of the meeting and the business proposed to be transacted thereon
shall be given by the Council under the signature of the Secretary.

13.2 Member(s) desiring to move resolution or resolutions at any ordinary General Meeting
shall give to the General Secretary clear 14 days notice before the date of the meeting
and forward at the same time a copy of the proposed resolution or resolutions. The
General Secretary shall circulate among all members of the Association copies of such
member(s) upon receipt.

13.3 Meeting can be also held through online mode .

14. ELECTION OF OFFICE BEARERS:

Upon election of the Council. It shall elect the

- Vice Presidents 4 Nos.
(one from each Region)
- General Secretary 1 No.
- Treasurer 1 No.
- Jt. Secretary 1 No.
- Office Secretary 1 No.

In the absence of any office bearer, Council can appoint one of the Council members
to fulfil the vacancy during the period of absence from amongst members of the Coun-
cil.

15. CHAIRMAN

The President or in his absence the Vice President (I) shall preside over the General
Meeting or Meeting of the Council. In the event of the absence of the President and
the Vice-President, the members present shall elect one amongst themselves as the
Chairman of the meeting.

16. Minutes of proceedings of the meeting shall be recorded in the Minute Book
and signed by the Chairman of the meeting to which the minutes relate and also by
the Chairman of the next meeting.

17. QUORUM OF THE GENERAL MEETING:

Subject to Clause 12 and 19, 51% members present in person shall constitute quorum
of any General meeting. No business shall be transacted by any meeting until such
quorum is there.

18. If within half an hour from the time appoint for the meeting, there is no
quorum at the meeting, then the meeting if called upon by the requisition of members
shall be dissolved; in any other case it shall stand adjourned to meet on same day at
same time and place in the next week and if in the adjourned meeting, quorum is not
there within half an hour from the time appointed for the meeting to be held, mem-
bers present shall form the quorum.

19. VOTING:

19.1 Subject to provisions of Clause 8& 11, at all meetings whether ordinary or ex -
traordinary, all matters placed before the meeting shall be decided by a simple major-
ity of votes, each members having one vote.
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19.2 A member whose subscription is in arrear till 15 days before the date of Gen -
eral Meeting shall not be entitled to vote and is not eligible for election to the Council.

19.3 Where the voted for or against any proposal or resolution are equal, the Chair-
man of the meeting shall have a casting vote.

20. POWER OF THE COUNCIL:

20.1 The President shall be the Chief Executive of the Association and can represent
the Association at any forum. Any agreement which the President signs shall have
written approval of the majority of the Council. He can make statements on behalf of
the Association and will be Chief Public Relations Officers of the Association. He will
have powers to spend Rs. 50/- per item on any contingent matter and subject to the
provision that he shall place before the Council details of the expenditure incurred by
him.

20.2 The Council shall be the Governing Body of the Association and shall exercise
all such powers and do all such acts as may be necessary for the furtherance of the
aims and objectives of the Association and for the efficient Management and regulation
of affairs of the Association, provided that such action(s) is/are not inconsistent with
the provisions of the Constitution or against any directions that might have been given
by the members at any General Meeting, ordinary or extra-ordinary.

21. COUNCIL MEETINGS:

The Council may meet whenever necessary and shall ordinarily meet atleast
once in every calendar to transact such business as may be brought for the meeting.

22. QUORUM AT THE COUNCIL MEETINGS:

30% of the members of the Council, present in person shall form quorum for a
meeting of the council. All matters shall be decided by simple majority votes. In case
of tie, Chairman/President will have a casting vote in addition to his own vote.

23. PROCEEDINGS BY CIRCULATION:

Matters calling for urgent decision may be considered and decided by the
Council by circulation among the members and such decision accrued by simple ma-
jority by its members shall be deemed to be a decision taken in a Council meeting duly
convened.

24. MINUTES OF THE COUNCIL:

Minutes of the proceedings of all meetings of the Council shall be recorded in a

minute book and signed by the chairman of the meeting to which the minutes of the
proceedings of the important meetings, if led by the Council may be circulated to the
members.

25. ACCOUNTS:

Council shall cause proper accounts to be kept all sums of money received and
expended on work of the Association with details of all matters with respect of which
such receipts and expenditure has taken place and of the Assets and Liabilities of As -
sociation.

26. DUTIES OF THE TREASURER:

Treasurer is responsible for collection and custody of all subscriptions, levies,

contributions, etc., from themselves. He will receive and make payment of all the bills
sanctioned by the President. He will maintain per books of Accounts for preparation of
statement of Accounts for placing before the Council and Auditors.
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27. APPOINTMENT OF AUDITORS:

Auditors shall be appointed at the Annual General Meeting of the Association

with such remuneration as may be decided by the Council to audit the accounts of the
ensuing financial year. The first Auditor for auditing the accounts of the Association till
31st December, shall be appointed by the Council.

28. APPOINTMENT OF CHIEF ELECTION COMMISSIONER:

The Council shall appoint Chief Election Commissioner from amongst member
of the Association who shall be having a tenure of a financial year.

29. REFERENDUM:

On major issues there can be referendum through ballots which shall be man-
aged by Chief Election Commissioner. If one-third of the members send their notice to
have a referendum on a particular subject to the Chief election Commissioner, he shall
be oblige to call for a referendum and by the majority of votes which shall not be less
than 2/3rd of the total number of eligible voters decision on the subject shall be con -
veyed by him to the Council.

30. By referendum as mentioned at clause (29), members of the Association shall

have powers to add, amend, annual or abrogate any of the clauses of the constitution.

30.1 By referendum, members can also instruct the Council and/or the President to
act on certain things on their behalf.

31. AUDIT ACCOUNTS;

As soon as possible, after 31 st March of every year, and in any case before the
date of the General Meeting, the accounts of the Association shall be caused to be
audited by the Auditors and shall be placed with the reports of the Council and the
Auditors.

32. DISSOLUTION:

If atleast three-fourths of the total members of the Association, at any General

Meeting called specially for that purpose, determined that the Association shall be dis -
solved, it shall be dissolved, forthwith on any date as may be agreed upon by the
members, no proxy being allowed at such meeting.

33. Utilisation of Funds

Funds of COSMEX can be utilised for following Activities
1. The payment of expenses for the administration of the Cosmex, including audit
of the accounts.

2. The prosecution or defence of any legal proceeding to which the COSMEX or

any member thereof is a party, when such prosecution or defence is under-
taken for the purpose of securing or protecting any rights of the COSMEX as
such or any rights arising out of the relations of any member with his em -
ployer or with a person whom the member employs;

3. Allowances to members or their dependants on account of death, old age,

sickness, accidents or unemployment of such members;

4. The provision of educational, social or religious benefits for members (includ-

ing the payment of the expenses of funeral or religious ceremonies for de-
ceased members) or for the dependants of members
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5. The upkeep of a periodical published mainly for the purpose of discussing

questions affecting employers or workmen as such; .

6. To upkeep the Social media account of COSMEX .

7. To park the excess funds in Bank FD / SAIL cooperatives societies and other
Govt securities. Excess Fund can be also parked in FD by Private or small Fin-
ance banks provided amount is covered by Deposit Insurance of RBI (cur-
rently limit is Rs 5.00 lakhs ) .

8. Funds can be also utilised for fulfilment of any objective of cosmex specified in
above clause.