Registered No. F2111_____THE BOMBAY PUBLIC TRUSTS ACT, 1950

SCHEDULE III[ Vide Rule 13(1)]

Report of changes that have occurred or are desired in the Particulars recorded in the Register of the Public Trust

Name of the Public Trust INDIAN ASSOCIATION OF SECRETARIES & ADMINISTRATIVE PROFESSIONALS

Nature of Change :Delete and change the narration

of Clause Nos.:1

Nature of Change :Replaced with properly worded

or added new narration of Clause Nos. :

2

Reasons for the change

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MEMORANDUM OF ASSOCIATION

MEMORANDUM OF ASSOCIATION

1. The name of the Institute is the “National Institute of Professional Secretaries”, hereinafter referred to as “the Institute”.

1. The name of the Association is “Indian Association of Secretaries & Administrative Professionals”, hereinafter referred to as “the Association”.

The Name of our Association was changed from “National Institute of Professional Secretaries” (NIPS) to “Indian Association of Secretaries & Administrative Professionals” (IASAP) with effect from April 1, 2003.

2. The Registered Office of the Institute shall be situated in Greater Mumbai C/o. Sir J.J. College of Commerce at 14, Nanabhoy Lane, Hutatma Chowk, Mumbai 400 023.

2. The Registered Office of the Association shall be situated in Mumbai c/o Sir J.J. College of Commerce at Ghanshyam Talwatkar Marg, Opp. D.B.S. House, Fort, Mumbai 400 001.

The Registered Office of IASAP has been temporarily shifted due to dilapidation of the old building at 14, Nanabhoy Lane, Hutatma Chowk, Mumbai, which is under reconstruction.

3. The Aims and Objectives for which the Institute is formed are :

i) To establish the status of the qualified Personal / Professional Secretary within the professions, commerce, industry

3. The Aims and Objectives for which the Institute is formed are :

i) To establish the status of the qualified Personal / Professional Secretary and Administrative Professionals within the professions, commerce, industry and all other fields in which the Personal / Professional Secretary and

In affiliated organizations of IASAP like IAAP and ASA too, they have given the membership to Administrative Professionals, who are connected with back office administrative work, hence to get wide membership, IASAP has

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and all other fields in which the Personal / Professional Secretary may be employed.

Administrative Professional may be employed.

accepted the membership of Administrative Professionals.

Points (ii) to (xxi) remain the same.

Contents of Points (ii) to (xxi) remain the same, except the word ‘Institute’ has been substituted with the word ‘Association’.

“The Institute”, wherever appearing in the Memorandum of Association, has now been substituted by “Association”, which means IASAP.

RULES & REGULATIONS OF NATIONAL INSTITUTE OF PROFESSIONAL SECRETARIES &ADDENDUM TO THE MEMORANDUM OF ASSOCIATION & RULES & REGULATIONS passed at the Extra Ordinary General Meeting held on September 30, 2002 & approved by Charity Commissioner vide his Order No.ACC/1816/02 Reg. No.F 2111 dated November 8, 2002 changing the Name of our Association from “National Institute of Professional Secretaries” (NIPS) to “Indian Association of Secretaries & Administrative Professionals” (IASAP) with effect from April 1, 2003.

RULES & REGULATIONS OF INDIAN ASSOCIATION OF SECRETARIES & ADMINISTRATIVE PROFESSIONALS.

PRELIMINARY1. In this Memorandum as well as in the Rules and Regulations, unless there be something in the subject or context inconsistent therewith:

“The Institute” means the “NATIONAL INSTITUTE OF PROFESSIONAL SECRETARIES”.

PRELIMINARY1. In the Memorandum of Association as well as in these Rules & Regulations, unless there be something in the subject or context inconsistent therewith, “The Institute”, which was originally “National Institute of Personal Secretaries” and later renamed “National Institute of Professional Secretaries”, and again renamed and now means the “INDIAN ASSOCIATION OF SECRETARIES AND ADMINISTRATIVE PROFESSIONALS”

The Rules and Regulations of Memorandum of Association have been amended for clarity, taking into account several queries and/or interpretations raised from time to time and at various meetings / forums on some of the

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“Member” means any class of Member of the Institute for the time being other than an Honorary Adviser.“General Meeting” means a General Meeting of the Institute.“The Governing Council” means the Council of Management of the Institute elected in the manner prescribed by these Rules & Regulations.

“The President” means the President of the Institute.

“The Vice-President” means the Vice-President of the Institute.

“The Secretary” means the Secretary of the Institute.

“Year” means year commencing on 1st April.

Words importing the singular number includes the plural and

(herein referred to as “IASAP”). “The Institute”, wherever appearing in the Memorandum of Association, shall meanhas now been substituted by “IASAP”.

‘Chapters’ mean those bodies which will function under guidance /advice from the Governing Council of IASAP, Mumbai.

“Member” means a candidate admitted in any category of Membership in IASAP for the stipulated period other than an Hon. Adviser.

“General Meeting” means a General Meeting of the members of IASAP.

“The Governing Council” means the Council of Management of IASAP elected in the manner prescribed by these Rules & Regulations and based at Headquarters in Mumbai.

“The Managing Committee” means the Managing Committee of the IASAP Chapters elected in the manner prescribed by these Rules & Regulations and based at the respective Chapters.

“The President” means the All-India President of IASAP who is also the current President of the Governing Council based at Headquarters in Mumbai.

“The Vice-President” means the all-India Vice-President of IASAP who is also the current Vice-President of the Governing Council based at Headquarters in Mumbai.

.“The Secretary” means the all-India Secretary of IASAP who is also the current Secretary of the Governing Council based at Headquarters in Mumbai.

“The Treasurer” means the all-India Treasurer of IASAP who is also the current Treasurer of the Governing Council based at Headquarters in Mumbai.

“Year” means the financial year commencing on 1st of April and ending on the following 31st of March.

Words importing the singular number include the plural and vice-versa.

Clauses which seem ambiguous and inadequate. The changes are meant for the better and clear understanding for all IASAP members at Headquarters and at all the Chapters.

They have been discussed / resolved at the All India Governing Council Meeting held on 22nd August 2010. and at the Annual General Meeting of its Headquarters held in Mumbai on 15th January 2011.

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vice-versa.

MEMBERSHIPClause 2Membership of the Institute will be open to ladies only.

MEMBERSHIPClause 21) Membership of IASAP will be open to

ladies only 2) Membership Applicants should be in full-

time or part-time employment3) They should be below 55 years of age at

the time of enrolment 4) They should have a Diploma / training in

Secretarial studies and / or performing administrative functions at their official place of work.

Clause 2 have has been split into Clause 2 & 3 for more clarity of Membership.

The Institute shall have the following classes of membership :i) Associate Members – Associate Members should have at least five years of work experience either as steno-secretary or as a full-time member on the faculty of an approved Secretariat College with specialization in one of the subjects of direct relevance to secretarial science.

ii) Certified Associates – Certified Associates will be those who successfully complete the Secretarial Diploma Examination as and when it is held by IASAP.

iii) Ordinary Members - Any lady Secretary who is associated with secretarial functions and duties, can apply for Ordinary Membership of the Institute.

iv) Life Members - Any lady secretary with a work experience of more than five years.

v) Corporate Members -

Clause 3IASAP will have the following categories of membership:-

i) Associate Members - Associate Members at the time of admission should have at least five years of work experience either as Steno-Secretary or as an Administrative Professional or as a full-time member on the faculty of an approved Secretarial College with specialization in one of the subjects of direct relevance to secretarial science/practice.

ii) Certified Associates – Certified Associates will be those who successfully complete the Secretarial Diploma Examination as and when it is held by IASAP.

iii) Ordinary Members - Any lady Secretary or an Administrative Professional, with less than five years of work experience, who is associated with secretarial and/or administrative functions and duties, can apply for Ordinary Membership of IASAP.

iv) Life Members - Any lady secretary and/or administrative professional with a work experience of more than five years, who is associated with secretarial and/or administrative functions and duties, can apply for Life Membership of IASAP.

iv) Corporate Nominee Members -

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Company and Institutional nominated Lady Secretaries with a minimum working experience of five years.

In addition to the above, the Governing Council may at any time create new classes of members and define the rights and privileges of such new categories.

Company and Institution nominated lady Secretaries and/or Administrative Professionals with a minimum working experience of three years, who is associated with secretarial and/or administrative functions and duties, can apply for Corporate Membership of IASAP. Three ladies per Corporate membership to be nominated by the employer annually.

In addition to the above, the Governing Council may, at any time, create new categories of members and define the rights and privileges of such new categories.

Clause 3A candidate for admission as a Member of the Institute shall make an application in the Form prescribed for the purpose, duly recommended by any two Life / Associate Members of the Institute.

Clause 4A candidate for admission as a Member of IASAP shall make an application in IASAP’s prescribed form and her candidature should be duly proposed and seconded by any two eligible Life and/or Associate members of IASAP. The relevant prescribed Entrance Fee should accompany the application form. This Entrance Fee is refundable if her application is, for any reason, rejected. However, if she decides to withdraw her application while it is under process, the Entrance Fee will not be refunded.

Clause 4Every application for admission as a Member shall be submitted to the Governing Council at their next Meeting following the date of its receipt and at such Meeting or at any subsequent or adjourned Meeting, the Governing Council shall consider whether to admit or reject the candidate. A candidate shall be admitted only by a majority of the Members of the Governing Council present and voting at the Meeting thereof and voting shall be by ballot, if it so desired by any Member of the Governing Council. The decision for acceptance of application of

Clause 5Every application for admission as an IASAP Member shall be put up for consideration to the Governing Council at their next Meeting following the date of its receipt or at any subsequent or adjourned Meeting. The Governing Council shall consider and decide whether to admit or reject the candidate. A candidate shall be admitted only by a majority vote of the Governing Council Members present and voting at the Meeting thereof and voting shall be by ballot if it be so desired by any Member of the Governing Council.

The decision for acceptance of an application for membership and the category thereof shall be subject to approval by the Governing Council for Headquarters and such decisions will be final and binding, without assigning any reasons for the same.

The word ‘Institute’ has been replaced with ‘IASAP’ and tThe sentences are properly worded by making minor changes in its frame.

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membership and the class thereof shall vest with the Governing Council of the Institute for the time being and such decisions will be final and binding, without assigning any reason for the same.

Clause 5If a candidate is admitted, she shall be informed in writing and upon payment of the subscription applicable to her class of membership together with the Entrance Fees, the candidate shall be entitled to the privilages and advantages of the Institute as a Member from the following month.

On admission as a Member, it is specifically implied that the said Member is agreeable to abide by the Rules & Regulations of Institute in force and alterations/additions therein which may be adopted from time to time according to the stipulations made therein and shall abide by the decision of the Governing Council in all matters pertaining to the Institute, which shall be final and binding.

Clause 6If and when a candidate is admitted, she shall be informed in writing and upon payment of the relevant subscription, shall be admitted as a Member and become entitled to the benefits as a Member of IASAP from the start of the following month. She will also be given a copy of IASAP’s Memorandum of Association and Rules & Regulations, together with IASAP Membership Pin.

On admission as a Member of IASAP, it is specifically implied that the said Member has agreed to abide by the Rules & Regulations of IASAP in force and alterations/additions therein which may be adopted from time to time according to the stipulations made therein and shall abide by the decisions of the Governing Council in all matters pertaining to IASAP, which shall be final and binding.

The word ‘Institute’ has been replaced with ‘IASAP’ and tThe sentences are properly worded by making minor changes in its frame.

Clause 6The entrance fees, which shall be payable at the time of application for membership for all categories of Membership shall be Rs.50/-, subject to revision.

Clause 7The Entrance Fee includes the cost of Membership Kit and shall be payable at the time of application for membership for all categories of membership. On the date of these Rules & Regulations, this is Rs.500/- and is subject to periodic review.

The sentences are properly worded by making minor changes in its frame.

Clause 7The annual subscription, which shall be payable in advance on the 1st of April every year, shall be as under, subject to revision :

Associate Member Rs.200 p.a.Ordinary Member Rs.100 p.a.

Clause 8The Annual Membership Subscription will be valid from April to March and become payable in advance for the year and would become due on the 1st of April every year.On the date of these Rules & Regulations, the Annual Membership Subscription is as under:

The last para has been properly worded by making minor changes in its frame.

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Corporate MemberRs.1,500 p.a. (3 nominees) Life Member Rs.1,500 (one-time payment)

Or such other amounts as the Governing Council may determine from time to time.

Associate Member Rs.600 per annumCertified Associates ) and ) Rs.400 per annumOrdinary Member )Corporate Nominee Rs.3,500 per annum ** Member (** covers 3 nominees) Life Member Rs.5,000 (one-time payment)

The above subscription rates fees will be subject to periodic review by the Governing Council.

Clause 8Any Member whose subscription shall be in arrears for three months and who has failed to make payment of such arrears within one month after the notice in writing is given to her for making such payment, shall cease to be a Member of the Institute and her name shall be removed by the Governing Council from the list of Members of the Institute. A Member who is in arrears of subscription for three months, will not be entitled to participate in meetings of the Institute or to vote thereat. Such person so ceasing to be a Member of the Institute for defaults in payment of subscription may seek readmission, which shall be conditional upon payment of all arrears of subscription and Entrance Fees.

If a Member wishes to rejoin after a lapse of time, having left because of arrears in subscription or leaving the city/country or any other reason whatsoever, she may reapply for membership which will be considered as a fresh application for membership on payment of the Entrance Fees.

A Member violating or refusing to comply with any of the Rules

Clause 9Any Member whose subscription shall be in arrears for three months, i.e. up to 30th of June, even after having received a reminder from the Secretary about renewal of her membership, will automatically forfeit her membership and her name shall be removed from the List of Members of IASAP effective 1st of July of that year, after a notice of termination of membership is sent to the Member.

IASAP will not be held responsible for non-receipt of notices and circular by members in the absence of change of address not being intimated.

During the period her subscription is in arrears, i.e. April to June, the Member will not be entitled to exercise any voting rights or attend monthly meetings or IASAP events.

Such person, so ceasing to be a Member of IASAP for default in payment of subscription may seek readmission. Her acceptance as a Member shall be considered afresh and will be dependent on the discretion of the Governing Council and also conditional upon payment of a fresh Entrance Fee as prevalent at the time of readmission. This will also apply to those whose membership ceased when they left the city/country or for any other reason whatsoever. It will be treated as a new membership with no benefits of continuity from the previous membership period.

A Member violating or refusing to comply with any of the Rules & Regulations of the Institute herein laid down or that may be

The sentences are properly worded by making minor changes in its frame.

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& Regulations of the Institute herein laid down or that may be adopted and/or incorporated in future can be terminated as a Member.

adopted and/or incorporated in future can be terminated as a Member.

A Member violating or refusing to comply with any of the Rules & Regulations of the Institute herein laid down or that may be adopted and/or incorporated in future can be terminated as a Member.

Clause 9A Member of the Institute shall cease to be a Member if the Governing Council by a majority of not less than three-fourths of the Members present and voting resolve that her membership is prejudicial to the interests of the Institute.

Clause 10Any Member violating or refusing to comply with any of the IASAP Rules & Regulations herein laid down, or that may be adopted and/or incorporated in the future, or misappropriating funds, misusing IASAP property, retaining IASAP property/ articles and assets after her tenure on the Governing Council for personal use, will have her membership terminated in addition to other legal action being initiated as advised.

Such person shall cease to be IASAP Member if the Governing Council, by a majority of not less than three-fourths of the Governing Council Members present and voting at the meeting, resolve that the person’s membership is prejudicial to the interests of IASAP, for whatsoever reason. This termination of membership will become immediately effective from the date/time of passing of the Resolution. The very next day, the Governing Council will intimate the decision to the concerned person by sending her a copy of the “Resolution” so passed. This will be sent to her either by Courier or by Registered Post to her address as recorded with IASAP (and the acknowledgement receipt shall be a part of the relevant documents of the case).

The clause has been clarified more clearly

Clause 10Any Member, who shall for any reason cease to be Member shall nevertheless remain liable for and shall pay to the Institute all the monies, which at the time of ceasing to be a Member may be due from such Member to the Institute.

Clause 11Any person who shall, for any reason cease to be a Member of IASAP, shall nevertheless remain liable for, and shall pay, all the monies owing (subscription arrears and/or other dues) to IASAP at the time of her ceasing to be a member of IASAP.

The clause has been clarified more clearly

Clause 11Any Member may resign from the Institute by giving not less than one calendar months’

Clause 12Any Member may resign from IASAP by giving not less than one month’s notice in writing to the Hon. Secretary of her intention

The clause has been clarified more clearly

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notice in writing to the Secretary of her intention to do so, and upon the expiration of the notice, such Member shall cease to be a Member. However, in the event of such resignation, the Institute will not be liable to refund to the Member the subscription fees paid by her irrespective of the date on which her membership has come to an end and shall forfeit all rights to, or claims upon the Institute.

to do so.

However, she will not be entitled to any claim for refund of any part of the Annual Subscription already paid by her for the year.

Clause 12The Financial Year of the Institute shall be from 1st April to 31st March.

Clause 13The Financial Year of IASAP shall be from 1st April to 31st March.

VOTINGClause 13Each Associate/Life Member of the Institute shall be entitled to one vote at the Annual General and other Meetings of the Institute. Certified Associate Members, Ordinary Members and Corporate Nominees shall have no voting rights.

VOTINGClause 14Life Members and Associate Members who have paid all their dues shall be entitled to only ONE vote per Member at the Annual General Meeting and other Meetings of IASAP. Certified Associates, Ordinary and Corporate Nominee Members can attend the Annual or Extraordinary General Meetings but they shall have no voting rights.

The sentences are properly worded by making minor changes in its frame.

COUNCIL OF MANAGEMENTClause 14The Headquarters of the Governing Council shall be at Mumbai.

COUNCIL OF MANAGEMENTClause 15The Headquarters of IASAP and its Governing Council will be based at Mumbai.

The sentence is properly worded by making minor changes in its frame.

Clause 15The Governing Council shall consist of :

a) The President, the Vice President, the Honorary Secretary, the Honorary Treasurer and six Ordinary Members declared elected by Members of the Institute at the Annual General Meeting.

b) The President Emeritus shall

Clause 16The Governing Council shall consist of :

a) The President, Vice President, Honorary Secretary, Honorary Treasurer and maximum of six other Council Members (only from Associate or Life Member category of IASAP Membership) elected by Members of IASAP at its legally constituted Annual General Meeting.

b) The President Emeritus shall be an Ex-officio Member.

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be an ex-officio Member.

c) The Immediate Past President shall also be an ex-officio Member until such time a new President is elected.

d) Not more than four members co-opted by the Governing Council until the next Annual General Meeting, applicable in case six Ordinary Members have been elected; and

The Honorary Secretary may at a future date be substituted by a paid Executive Secretary /Directress.

c) The Immediate Past President shall also be an Ex-officio Member until such time a new President is elected.

d) Not more than four members can be co-opted on the GC until the next AGM in case elected GC members resign in between the two AGMs, applicable when only two members besides Office Bearers remain on the GC.

d)e) The Governing Council may, at its discretion, appoint Sub-Committees from the general membership (including Ordinary and/or Corporate) to assist it in specific tasks. However, Sub-Committee Members will not be entitled to attend Governing Council meetings and/or participate in its decision making.

The Honorary Secretary and/or Honorary Treasurer may, at a future date, and if found necessary, be substituted or assisted by a paid Executive Secretary/Treasurer who will work under guidance from the Governing Council, but will not be a Member of the Governing Council.

This is in case of organising any special events where involvement of more members is required

ELIGIBILITY CRITERIA FOR NOMINATION/ELECTION

TO THE GOVERNING COUNCIL

Clause 17A. The Nominee for election to the Governing Council ---i) should be in full time employment

ii) should not be over 55 years of age at the time of initial nomination

iii) should be a Life Member or Associate Member with no pending dues at the time of nomination

iv) should be a regular attendee at IASAP monthly meetings with attendance record of a minimum 50% of the meetings held in the year immediately previous to the current year in which nomination is being submitted

v) should agree to retire when she reaches 60 years of age during her tenure on the Governing Council

This clause is added to make it simpler for the Members to understand the Eligibility Criteria to fill their nomination to the Governing Council

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vi) A member who has been an All India President or Chapter Chairperson at any point of time and completed four years of tenure, should not again submit her nomination and / or be co-opted to be a member of future Governing Councils / Managing Committees.

B. A Governing Council Member seeking election as an Office Bearer --- i) should be in full time employment

ii) should be below 58 years of age at the time of nomination for post of Office Bearer.

iii) should be a Life Member or Associate Member with no pending dues at the time of nomination for post of Office Bearer

iv) should have been a regular attendee at IASAP monthly meetings with attendance record of a minimum 50% of the meetings held in the year immediately previous to the current year in which nomination is being submitted for post of Office Bearer

v) should have a minimum of one year of experience on the Governing Council at the time of nomination for post of Office Bearer

vi) should voluntarily retire if she reaches 60 years of age during her tenure on the Governing Council

vii) not be disqualified under provisions of Clauses 25 and 26 listed herein.

PROCEDURE FOR NOMINATION/ELECTION

TO THE GOVERNING COUNCILClause 18

a) All Nominations should be proposed and/or seconded by either a Life Member or an Associate Member who has no pending dues as on date of the Notice of the concerned Meeting, with each such Life/Associated Member proposing or seconding not more than one candidate in any one year.

b) All Nominations will be on the prescribed form and must be signed, wherever

This clause is added to make the Members understand the procedures for nomination to the Governing Council

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required thereon, by the Member nominated, in acceptance of her nomination for the post indicated and in confirmation of her eligibility for the concerned post. Any false statement will invite immediate disqualification of the Nominee from membership of IASAP.

c) Not more than two Members from the same organisation shall be nominated and/or elected on to the Governing Council.

If, during the term of the Governing Council, three or more Governing Council Members happen to be employed in the same organisation (due to change of service, amalgamation/takeover of the organisation, etc), they can all continue on the Governing Council until the next Annual General Meeting.

Clause 16All Members of the Governing Council, including the President, the Vice President, the Honorary Secretary and the Honorary Treasurer shall retire at the end of every year, but shall be eligible for re-election, provided they fulfill the qualifications laid down by the Governing Council.

Clause 19All Members of the Governing Council, including the Office Bearers, shall retire at the end of every year at the Annual General Meeting but shall be eligible for re-election provided they fulfil the eligibility criteria laid down in the then prevailing IASAP Rules & Regulations.

The sentence is properly worded by making minor changes in its frame.

Clause 17Where in an election of Members of the Governing Council under these Rules, two or more candidates secure an equal number of votes, the successfulthe successful candidate shall be determined by drawing lots.

Clause 20Where, in an election to Membership of the Governing Council or to an Office Bearer’s position under these Rules & Regulations, there are two or more candidates, the successful candidate shall be determined by “on the spot” ballot voting of the concerned candidates by the Members present at the Annual General Meeting. If the candidates secure equal number of votes, the outgoing President will have the casting vote which will be her second vote.

This clause is better clarified

Clause 18If any vacancy shall occur in the office of the President during the interval between two

Clause 21If any vacancy shall occur in the office of Hon. Secretary and/or Hon. Treasurer during the interval between two Annual General

This clause is clubbing of earlier Clauses 18, 19 and 20 and better clarified

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Annual General Meetings of the Institute, the person acting as Vice-President, for the time being, if any, shall become the President, failing which the Governing Council could appoint by mutual consent one of their Members to be the President.

Clause 19If any vacancy shall occur in the office of the Vice-President /Hon. Secretary/Hon. Treasurer during the interval between two Annual General Meetings of the Institute, the Governing Council shall appoint one of their Members to fill this vacancy. Any person so appointed shall hold office only upto the date of the next Annual Geneal Meeting and shall be eligible for re-election.

Clause 20If any vacancy shall occur in the office of any other Member of the Governing Council, during the interval between two Annual General Meetings of the Institute, the Governing Council shall have the power to appoint/co-opt any Associate or Life Member to be a Member of the Governing Council.

Meetings of IASAP, the Governing Council shall appoint one of their Members to fill the vacancy, until the next Annual General Meeting.

If any vacancy shall occur in the office of the Vice-President during the interval between the two Annual General Meetings of IASAP, the Governing Council shall appoint either the Hon. Secretary or the Hon. Treasurer to fill this vacancy, until the next Annual General Meeting.

If any vacancy shall occur in the office of the President during the interval between the two Annual General Meetings of IASAP, the Vice-President at the time shall take over as President until the next Annual General Meeting and shall be eligible for re-election. In the absence of a Vice President, the Immediate Past President can ‘officiate’ as President till the next Annual General Meeting.

If any vacancy shall occur in the position of any other Member of the Governing Council during the interval between the two Annual General Meetings of IASAP, the Governing Council shall have the power to appoint/co-opt any eligible Associate or Life Member to the Governing Council. Preference should be given to the person who had submitted her nomination at the time of election at the previous Annual General Meeting.

All the above new nominees to the various positions may offer themselves for re-election at the next Annual General Meeting, if they are, at that time, eligible under the Rules & Regulations.

Clause 21All work of the Governing Council shall be transacted at the Governing Council Meetings; in case of matters of emergency, the Governing Council may resort to a Circular Resolution.

Clause 22All work of the Governing Council shall be transacted at the Governing Council Meetings which should preferably be held at least once each month. However additional meetings may be called, for planning IASAP’s mega events / discussion on urgent matters arising. A notice of at least five days shall be given for a meeting of the Governing Council, but, in case of matters of emergency, the meeting can be called at a shorter notice. For any

This clause has been better defined

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urgent situation, the Governing Council may resort to a “Circular Resolution”.

Clause 22As far as possible, at every Annual General Meeting of the Institute, two of such of the elected Members of the Governing Council (Excluding Office Bearers) will retire by rotation. The Members to retire by rotation shall be those who have been longest in office since their appointment, but as between persons who became Members of the Governing Council on the same day, those who are liable to retire, shall do so by agreement amongst themselves. A retiring Member of the Governing Council shall be eligible for re-election at a future day. Further, no Office Bearer shall hold the same office for more than three consecutive years.

Clause 23As far as possible, at every Annual General Meeting of IASAP, two Members (excluding the Office Bearers) will retire by rotation. These will be the co-opted Member(s) and/or two of the elected Members who have been longest in the Governing Council i.e. four years since their election, without moving up to an Office Bearer’s position.

As between Members who came on to the Governing Council at the same time, the retiring Member will be decided on the basis of attendance percentage at the Governing Council Meetings and IASAP activities. The retiring elected / co-opted Member(s) can submit her nomination for election at the ensuing Annual General Meeting if she has not completed four years on the Governing Council.

The term of the Governing Council Office Bearers will normally be for one year but may be extended by another year. However, in extenuating circumstances, this may be extended by another two years maximum. In any case, they will not hold the same office beyond a total of four consecutive years.

This clause has been better defined. T

Clause 23The Governing Council shall from time to time frame rules for election to the office of the Governing Council. Such rules shall be framed at least three months before the date of the election and contain the following provisions :-

a) Preparation of list of Members entitled to vote and contest the election;

b) Procedure and criteria for inviting nominations for election to the Governing Council (as per Rules printed on the Nomination Form);

Clause 24The Governing Council shall, from time to time, frame rules for election to any office in the Governing Council. Such rules shall be framed at least three months before the date of the actual election and contain the following provisions :-

c) Preparation of the list of Members entitled to vote and contest the election

d) Procedure and criteria for inviting nominations for election to the Governing Council (as per Rules printed on the Nomination Form)

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Clause 24A Member of the Governing Council shall cease to be a Member if she has remained absent from three consecutive Meetings of the Governing Council without good and sufficient reason or without the previous permission of the President/Chairperson.

Clause 25A Member of the Governing Council shall cease to be a Member of the Governing Council if she has remained absent from three consecutive meetings of the Governing Council without good and sufficient reason and/or without prior permission of the President.

Clause 25A Member of the Governing Council who has remained absent at fifty per cent or more of the Meetings of the Governing Council in the aggregate held between the date of her election or co-option and the last date for filing of nomination for election for the succeeding year, shall not be eligible for election to the Governing Council during the succeeding year.

Clause 26A Member of the Governing Council, who has remained absent at fifty per cent or more of the meetings of the Governing Council in the aggregate held between the date of her election or co-option and the last date for filing of nomination for election for the succeeding year, shall not be eligible for election to the Governing Council in future.

Clause 26Any three Members of the Governing Council shall form a quorum for the transaction of business.

Clause 27Any three Members, with at least one of them being an Office Bearer, of the Governing Council shall form a quorum for the transaction of the scheduled business as per the Agenda for that meeting.

Only the presence of Office Bearer is added

Clause 27The Governing Council shall meet at such times as the President/Chairperson deems advisable, and a notice of at least five days shall be given for a meeting of the Governing Council; but in an emergency, a meeting may, at the discretion of the President/Chairperson, or in her absence, of the Vice-Chairperson, be called by a notice of less than five days.

Clause 28In the absence of the President for whatever reason, the Vice-President can convene and conduct a Governing Council meeting, with sufficient notice.

As the notice of the Meting has been touched upon earlier the same is deleted from this clause.

Clause 28The management and control of the business affairs and funds of the Institute shall be vested in the Governing Council, who

Clause 29The management and control of the business affairs and funds of IASAP shall be vested in the Governing Council who shall have the power to sanction all expenditure for carrying

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shall have the power to sanction all expenditure for carrying on the activities of the Institute and shall make such Rules & Regulations as they may consider fit for carrying day to day administration of the Institute and for implementing the objects contained in these presents.

on the activities of IASAP and shall make such Rules & Regulations as they may consider fit for carrying out the day to day administration of IASAP and for implementing the objectives contained in these presents.

Clause 29The Office Bearers/Member of the Governing Council or the Members of the Institute shall not be liable for any act done by them in good faith on behalf of the Institute and in furtherance of its objectives for any monies of the Institute other than such as shall come into their own hands or for any collection or receiver of monies appointed by the Governing Council for any deed executed by them as an Office bearer or a Member of the Institute or by reason of any error of their duties or otherwise on any account, except for willful negligence or fraud. Further, every person being an Office-Bearer/Member of the Governing Council or a Member of the Institute, her heirs, executors and administrators shall, at all times, be indemnified out of the funds of the Institute from and against all costs, losses, damages and expenses whatsoever incurred or sustained by her in the execution of her powers or duties; and every person having been or being an Office-Bearer/Member of the Governing Council or a Member of the Institute, her heirs, executors and administrators shall be indemnified and saved harmless out of the funds of the Institute

Clause 30The Office Bearers/Members of the Governing Council and/or the Members of IASAP shall not be liable for any act done by them in absolute good faith on behalf of IASAP and in furtherance of its objectives within the framework of its Rules & Regulations, except for wilfulwillful negligence or fraud.

They shall also not be liable for any monies of IASAP other than such as shall come into their hands and/or for any collection of monies received by them on behalf of IASAP.

Every person having been or being an Office Bearer/Member of the Governing Council shall be indemnified and saved harmless out of the funds of IASAP in respect of any engagement of the IASAP, save such as may be incurred by her own personal wilfulwillful neglect or default.

However, every Office Bearer/Member of the Governing Council and/or Member of IASAP will be held personally liable if she has acted in wilfulwillful and knowing disregard of IASAP Rules & Regulations and has acquired IASAP funds mischievously and for her own benefit.

The clause has been fine tuned

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against her or them either severally or jointly in respect of any engagement of the Institute, save such as may be incurred by her own personal willful neglect or default.

ADVISORY BOARD

Clause 30In addition to the elected Members of the Governing Council as provided in Clause 15 above, active Past Presidents of the Institute, if willing, will form an Advisory Board to give advise and guidance to the Governing Council.

Clause 31The role of the Advisory Board will be only to advise the members of the Governing Council and it is for the Members of the Governing Council to accept or reject such advice and the decision of the Governing Council will always be final and binding on all concerned.

ADVISORY BOARD

Clause 31The Advisory Board comprises the All-India Past Presidents who will be available (individually and/or severally) at all times to guide the Governing Council whenever required.

The Advisory Board will not be involved in the day to day activities of IASAP and its Governing Council. They will not hold any position on the Governing Council or take part in any IASAP contests. They will not have access to IASAP funds at any time. The Advisory Board will function only in an “advisory” capacity.

The President of the current Governing Council will act as Honorary Secretary to the Advisory Board and will organise the Meeting, if needed. She will draw up the Meeting Agenda, listing matters on which she and her Governing Council would like clarification/advice or on problems being faced by them, circulate this Agenda and the advice of the Advisory Board, to the Governing Council. The Agenda should be accompanied by a clear brief on the individual matters so that a proper assessment can be made by the Advisory Board. Should the Advisory Board meeting not be possible for any reason whatsoever, the Honorary Secretary can also obtain their advice on email and circulate this and the situation warranting their advice, to the Governing Council.

Since the Advisory Board is not a decision making body, it is not mandatory or obligatory for the current President and Governing Council to accept the Advisory Board’s input. The Governing Council will, keeping the advice in mind, make its own decisions which will always be final and

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binding on all concerned.

CHAPTERS

Clause 32(a) In pursuance of its

Memorandum of Association, it will be the basic policy of the National Institute of Professional Secretaries to encourage, support, aid, constitute or cause to be constituted appropriate regional/local bodies consisting of working Secretaries, which will be known as “Chapters” so that the secretarial profession gets recognition and makes progress throughout the country.

(b) The Governing Council or its nominated Sub-Committee, in close co-operation and collaboration with like-minded persons in a given region, district, city or town devoted to the cause of the secretarial profession, shall constitute or cause to be constituted Chapters of the Institute in different regions / areas / states / cities and towns.

(c) A Chapter may be constituted by at least five members in any geographically willwell-defined or definable areas as may be laid down by the Governing Council from time to time. The Chapter will prepare its own Rules and Regulations for conducting its affairs provided such Rules are not inconsistent or repugnant to the Memorandum of Association and the Rules

CHAPTERS

Clause 32(a) In pursuance of its Memorandum of

Association, it will be the basic policy of IASAP to encourage, support, aid, constitute or cause to be constituted appropriate regional/local bodies of working Secretaries and Administrative Professionals so that the profession gets suitable recognition and makes progress throughout the country. These bodies will be known as “Chapters” of IASAP and will function under guidance/advice from the Governing Council of IASAP located at its Headquarters in Mumbai and within the Rules & Regulations of IASAP.

(b) The Governing Council at Headquarters will, in close co-operation and collaboration with like-minded persons in a given region, district, city or town devoted to the cause of the Profession, constitute or cause to be constituted the Chapters of IASAP in different regions/areas/states/cities and/or towns.

(c) A Chapter may be constituted by at least five persons who will become the initial Members of that IASAP Chapter, provided they meet the eligibility criteria for IASAP membership. This Chapter may be constituted in any geographically well-defined or definable areas as may be laid down by the Governing Council from time to time.

(d) The Chapter will prepare its own localised subsidiary Rules & Regulations for conducting its affairs provided such subsidiary Rules & Regulations are within the intentions of the IASAP Memorandum of Association and Rules & Regulations and are not inconsistent with or repugnant in any way to the IASAP Memorandum of Association and Rules & Regulations. This should be read in conjunction with Clause 33 herein.

This clause has been added for better governance at the Chapter level

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and Regulations of the Institute.

(d) The affairs of the Chapter shall be managed by a Managing Committee which will consist of :-

i. Chairperson

ii. Vice-Chairperson

iii. Honorary Secretary (unless this office is filled up by an appointed and paid Secretary)

iv. Hon. Treasurer

v. Three elected Members

vi. Not more than three co-opted Members who will remain in Office till the next Annual Meeting of the General Body.

vii. The Immediate Past-Chairperson who shall be an Ex-officio Member until the conclusion of the next Annual Meeting of the General Body.

(e) The affairs of the Chapter shall be managed by a Managing Committee (initially appointed and subsequently duly elected at the Chapter Annual General Meetings).

The Managing Committee at Chapters will consist of :-

i. The Chairperson

ii. The Vice-Chairperson

iii. The Honorary Secretary

iv. The Honorary Treasurer

v. Three other Managing Committee Members (only from eligible Associate or Life Category of IASAP Membership) declared elected by the Chapter Members at its legally constituted Annual General Meeting.

vi. The Immediate Past-Chairperson who will be an Ex-officio Member until the conclusion of the next Annual General Meeting of the Chapter.

The Managing Committee may, at its discretion, appoint Sub-committees from the general membership (including Ordinary and/or Corporate) to assist it in specific tasks. However, Sub-Committee Members will not be entitled to attend Managing Committee meetings and/or participate in its decision making.

Point nos v and vi have been clubbed together

This is in case of organising any special events where involvement of more members is required

The rules pertaining to retirement of Managing Committee Members, filling up of a vacancy, cessation of membership in the Managing Committee,

The Honorary Secretary and/or Honorary Treasurer may, at a future date, be assisted by a paid Executive Secretary/Treasurer but will not be a Member of the Managing Committee.

The rules pertaining to Meetings of the Managing Committee, retirement of its Members, filling up of any vacancy, cessation of membership in the Managing Committee, formation of quorum and

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formation of quorum and conducting the affairs of the Chapter will be the same as prescribed for the Governing Council under the Rules and Regulations of the Institute.

(e) Each Chapter shall pay annually to Headquarters an affiliation fee of 25% of the Membership Subscription, including Entrance Fees.

(f) Transfer of Life Membership from Headquarters to a Chapter and vice versa, and from one Chapter to another, is permissible. The Life Membership fee, if paid within the current Financial Year, should be credited to the transferred Chapter’s Account.

(g) Each Chapter will be liable to pay to Headquarters pro-rata income-tax on the income earned by the Chapter.

conducting the affairs of the Chapter will be the same as prescribed for the Governing Council as detailed hereinbefore.

(f) Each Chapter shall pay annually to Headquarters, an Affiliation Fee of 25% of its collection during the year towards Entrance Fees and Membership Subscription.

(g) Transfer of Life Membership from/to Headquarters/Chapters and between Chapters, is permissible. Entrance Fee of a new Life Member who has joined within six months of the start of the year (i.e. April – October) as also her Life Membership Subscription should be credited to the Headquarters/Chapter to which she is transferred. In all other cases, these will be retained by the Headquarters/Chapter where she originally joined.

(h) Each Chapter will be liable to reimburse the Headquarters pro-rata Income Tax on the income earned by the Chapter during each year.

(i) In case of any dispute arising at any of the Chapters which can not be harmoniously resolved at the Chapter level, the same should be referred to the Headquarters for a resolution. The Headquarters will take into consideration views of all parties and would then give its decision. The decision of the Headquarters will be final and binding on the Chapter.

This is a further clarification in order to avoid any anomaly at a later date

This clause is added so as to avoid any legal disputes

Clause 33The Chapters of the Institute will be under the control of the Governing Council at Headquarters. The Chapters will have a Managing Committee consisting of a Chairperson, Vice Chairperson, Hon. Secretary and Hon. Treasurer in addition to three Members of the Managing Committee, and will do such

Clause 33The IASAP Chapters will be under the overall control of the Headquarters. The Managing Committees of the Chapters will be guided by the Governing Council at Headquarters and will undertake such functions/policies as assigned by the Governing Council at Headquarters from time to time.

The sentence is properly worded by making minor changes in its frame.

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functions as assigned by Headquarters from time to time.

GENERAL MEETINGS

Clause 34General Meetings of the Institute shall be held once at least in every financial year and after the holding of the last preceding General Meeting and at such time and place as may be determined by the Governing Council. The above mentioned General Meetings shall be called Annual General Meetings; all other General Meetings shall be called Extraordinary General Meetings.

GENERAL MEETINGS

Clause 34IASAP General Meetings at Headquarters and at the Chapters shall be held at least once at least in every a every financial year and within twelve months after the holding of the last preceding General Meeting and at such time and place as may be determined by the Governing Council. These General Meetings shall be called Annual General Meetings. All other General Meetings shall be called Extraordinary General Meetings.

Clause 35The Governing Council may, whenever it thinks fit, or upon a requisition made in writing by not less than twenty Members, convene an Extraordinary General Meeting. The requisition must state the objects of the Meeting and must be signed by the requisitionists and deposited at the Registered Office of the Institute. If the Governing Council does not proceed within twenty-one days from the date of the requisition being so deposited to cause a meeting to be called, the requisitionists, or a majority of them, may themselves call the Meeting, but in either case any meeting so called shall be held within three months of the date of the deposit of the requisition.

Clause 35The Governing Council may, whenever it thinks fit, or upon a requisition made in writing by not less than twenty Members, convene an Extraordinary General Meeting. The requisition must state the objectives of the Meeting and must be signed by the requisitionists and deposited at the Registered Office of IASAP. If the Governing Council does not proceed within twenty-one days from the date of the requisition being so deposited to cause a meeting to be called, the requisitionists, or a majority of them, may themselves call the Meeting, but in either case, any meeting so called shall be held within three months of the date of the deposit of the requisition.

Clause 36Not less than fifteen days notice to Members specifying the place, day and hour of the Meeting and in case of special business, the general nature of

Clause 36Not less than fifteen days notice specifying the place, day and hour of the Meeting and in case of special business, the general nature of such business, shall be given to Members either by advertisement or by notice sent by

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such business shall be given to Members either by advertisement or by notice sent by post or otherwise served as hereinafter provided. The accidental omission to give notice of a Meeting to, or the non-receipt of such notice by any Member shall not invalidate any resolution passed or proceedings had at any Meetings.

post or otherwise served. The accidental omission to give Notice of a Meeting to, or the non-receipt of such Notice by any Member, shall not invalidate any resolution passed or proceedings at any meetings.

PROCEEDINGS OF GENERAL MEETINGS

Clause 37The business of any Annual General Meeting shall be:i) To receive and consider

the Income and Expenditure Account, the Balance Sheet and the Reports of the Governing Council and the Auditors;

ii) To declare the results of the election of the Members of the Governing Council for the ensuing year;

iii) To appoint an Auditor or Auditors for the ensuing year and fix their remuneration;

iv) To consider any other matter that may be brought forward, of which written notice of at least seven days has been given.

PROCEEDINGS OF GENERAL MEETINGS

Clause 37The business of any Annual General Meeting shall be:

i) To receive and consider the Income and Expenditure Account, the Balance Sheet and the Reports of the Governing Council and the Auditors;

ii) To declare the results of the election of the Members of the Governing Council for the ensuing year;

iii) To appoint an Auditor or Auditors for the ensuing year and fix their remuneration;

iv) To consider any other matter of which written notice of at least seven days has been given.

Clause 38No business shall be transacted at any Annual General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. Ten Members entitled to vote on the date of the notice convening the Meeting shall constitute a quorum for any

Clause 38No business shall be transacted at any Annual General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. Ten Members entitled to vote on the date of the Notice convening the Meeting shall constitute a quorum for any Annual General or Extraordinary General Meeting of IASAP. If, within half an hour from the time appointed

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Annual General or Extraordinary General Meeting of the Institute. If within half an hour from the time appointed for holding of the Meeting of the Institute, a quorum is not present, the Meeting shall stand adjourned to the same day in the next at the same time and place, or to such other day and at such other time and place as the Governing Council may determine. No quorum shall be necessary at the adjourned Meeting.

for holding of the Meeting, a quorum is not present, the Meeting shall stand adjourned to within half an hour of the scheduled time on the same day at the same venue. No quorum shall be necessary at the adjourned General Meeting.

Clause 39At any General Meeting, a Resolution put to the vote of the Meeting shall be decided on a show of hands, unless a poll is demanded and unless a poll is demanded, a declaration by the President / 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 the proceedings of the Institute, shall be conclusive evidence of the fact.

Clause 39At any General Meeting, Annual or Extraordinary, a Resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is demanded. Unless a poll is demanded, a declaration by the President that a resolution has, on a show of hands, been carried unanimously, or has been carried by a particular majority, or has been lost, and an entry to that effect in the book of the proceedings of IASAP, shall be conclusive evidence of the fact.

The same is defined for Extraordinary General Meeting too

Clause 40In the case of an equality of votes, the President / Chairperson of the Meeting shall be entitled to a second or casting vote.

Clause 40In the case of an equality of votes, the current President shall be entitled to a second or casting vote.

Clause 41The President / Chairperson shall preside at every General Meeting, but if there is no President / Chairperson, or if at any Meeting she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Vice- President/Chairperson shall

Clause 41The President / Chairperson shall preside at every General Meeting but, if there is no President / Chairperson, or if at any Meeting she shall not be present within fifteen minutes after the time appointed for holding the Meeting, or she is unwilling to preside, the Vice President / Vice Chairperson shall preside and if she also shall not be present or is unwilling to preside, the Members present at the Meeting shall choose one Member of

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preside and if she also shall not be present, the Members present shall choose some Member of the Governing Council / Committee present decline to preside, they shall choose some Member of the Institute who shall be present to preside.

the Governing Council / Managing Committee or if no such Member is present or if all the Members of the Governing Council / Managing Committee present at the Meeting decline to preside, the Members present at the Meeting shall choose one Member from amongst themselves to preside.

In this situation it is incumbent upon the President and her Governing Council to explain to the satisfaction of the Members present at the Meeting the reason for their refusal to preside. In case the Members are not convinced, they can move for dissolution of the Governing Council by following the procedure laid down in Clause 35 above.

Para inserted for clarity.

MINUTES MINUTES

Clause 42The Governing Council / Committee shall cause Minutes to be duly entered in books provided for the purpose:i) of all appointments of

offices;ii) of the names of the

Members of the Governing Council/ Committee present at each Meeting of the Governing Council/Committee;

iii) of all decisions taken by the Governing Council/ Committee;

iv) of all Resolutions and proceedings of General Meetings and of Meetings of the Governing Council and any such Minutes of any Meeting of the Governing Council, if purporting to be signed by the President / Chairperson of such Meeting or by the President/Chairperson of the next succeeding

Clause 42The Governing Council / Managing Committee at Chapters shall cause Minutes to be duly entered in books provided for the purpose:-i) of appointments of allall offices;

ii) of the names of the Members of the Governing Council present at each Meeting of the Governing Council;

iii) of all decisions taken by the Governing Council;

iv) of all Resolutions and proceedings of General Meetings and of Meetings of the Governing Council and any such Minutes of any Meeting of the Governing Council, if purporting to be signed by the President of such Meeting or by the President of the next succeeding Meeting, shall be evidence of the proceedings.

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Meeting, shall be evidence of the proceedings

ACCOUNTS ACCOUNTS

Clause 43The Governing Council at Headquarters/Chapters shall cause proper books of Accounts to be kept of the transactions of the Institute and of the assets and liabilities thereof.

Clause 43The Governing Council at Headquarters as also the Managing Committees at Chapters shall cause proper books of Accounts to be kept of the transactions of IASAP and of the assets and liabilities thereof.

Clause 44The Governing Council shall, from time to time, determine whether and to what extent and under what conditions and regulations the Accounts and Books of the Institute or any of them shall be open to the inspection of Members (not being a Member of the Governing Council) and no Member (not being a Member of the Governing Council) shall have any right of inspecting any Account or Book or document of the Institute except as conferred by law or authorised by the Governing Council.

Clause 44The Governing Council shall, from time to time, determine whether and to what extent and under what conditions and regulations the Accounts and Books of IASAP or any of them shall be open to inspection of Members and no Member (not being a Member of the Governing Council) shall have any right of inspecting any Accounts or Book or document of IASAP except as conferred by law or authorised by the Governing Council.

Clause 45At the Annual General Meeting in each year, the Governing Council shall lay before the Members an Income and Expenditure Account and Balance Sheet containing a summary of the properties/assets and liabilities of the Institute made up-to-date not more than six months before the Meeting from the time when the last preceding Account and Balance Sheet were made up.

Clause 45At the Annual General Meeting each year, the Governing Council shall lay before the Members an Income and Expenditure Account and Balance Sheet containing a summary of the properties/assets and liabilities of IASAP made up to a date date not more than six months before the date of the Meeting from the time when the last preceding Account and Balance Sheet were made up.

Clause 46Every Balance Sheet shall be accompanied by a Report of the

Clause 46Every Balance Sheet shall be accompanied by a Report of the Governing Council and a

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Governing Council and a Report of the Auditors and a copy of such Account, Balance Sheet and Report shall not less than fifteen clear days before the date fixed for the Meeting be sent to all persons entitled to received Notices of General Meetings in the manner in which Notices are hereinafter directed to be served, and a copy shall also be deposited at the Registered Office of the Institute for the inspection of Members during a period of at least fifteen days before the Meeting.

Report of the Auditors and a copy of such Account, Balance Sheet and Report shall, not less than fifteen clear days before the date fixed for the Meeting, be sent to all persons entitled to receive Notices of General Meetings in the manner in which Notices are herein directed to be served, and a copy shall also be deposited at the Registered Office of IASAP for the inspection of Members during a period of at least fifteen days before the Meeting.

Clause 47The Institute is not organised for profit, and all its income and property/assets whensoever derived shall be applied solely towards the furtherance of the objectives of the Institute and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who, at any time are or have been, Members of the Institute or any person claiming through any of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any employee of the Institute or to any Member thereof, or other person in return for any service actually rendered to the Institute or the payment of interest for money borrowed from any Member of the Institute.

Clause 47IASAP is not intended for profit, and all its income and property/assets, howsoever derived, shall be applied solely towards the furtherance of the objectives of IASAP and no portion shall be paid or transferred, directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit, to the persons who, at any time are or have been Members of IASAP or any person claiming through any of them. Provided that nothing herein contained shall prevent the payment, in good faith and against supporting written proof, of remuneration to any employee of IASAP or to any Member thereof, or other person in return for any service actually rendered to IASAP or the payment of interest for money borrowed from any Member of IASAP.

The wordings are changed a bit for clarification

AUDIT

Clause 48Once at least in every year, the Accounts of the Institute shall be examined and the correctness

AUDIT

Clause 48Once at least in every year, the Accounts of IASAP shall be examined and the correctness of the Income and Expenditure Account and

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of the Income and Expenditure Account and Balance Sheet ascertained by one or more Auditor or Auditors.

Balance Sheet ascertained by one or more Auditor or Auditors.

Clause 49The Institute at each Annual General Meeting shall appoint an Auditor or Auditors to hold office until the next Annual General Meeting and fix his or their remuneration.

Clause 49At each Annual General Meeting IASAP shall appoint an Auditor or Auditors to hold office until the next Annual General Meeting and fix his or their remuneration.

Clause 50The Governing Council may fill any casual vacancy in the office of Auditor or Auditors.

Clause 50The Governing Council may fill any casual vacancy in the office of Auditor or Auditors, after recording the reason(s) for such vacancy.

Clause 51In case the All-India Auditor is not satisfied with the audited accounts of a Chapter, it would be in order for the All-India Auditor to ask for a re-audit or inspection of books of accounts.

This clause has been added so that in case of any discrepancies in accounts at the Chapter level the All India Auditor has the authority to re-audit the same

NOTICES

Clause 51A Notice may be given by the Institute to any Member either personally or by sending it by post to her registered address.

NOTICES

Clause 52A Notice may be given by IASAP to any Member, either personally or by sending it by post or email to her address as registered with IASAP. IASAP will not be held responsible for non-receipt of notices and circular by members in the absence of change of address not being intimated.

This clause has been added as members do not update their change in addresses

Clause 52Where a Notice is sent by post, service of the Notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the Notice, and unless the contrary is proved, to have been effected at the time of which the letter would be delivered in the ordinary course of post.

Clause 53Where a Notice is sent by post, service of the Notice shall be deemed to be effected by properly addressing, pre-paying and posting or couriering a letter containing the Notice, and unless the contrary is proved, to have been effected at the time of which the letter would be delivered in the ordinary course of post.

Clause 53The Bye-laws of the Institute can be amended by its Members by passing a Resolution by

Clause 54The “Rules & Regulations” of IASAP can be amended by its Members by passing a Resolution by three-fourths majority of those

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three-fourths majority approving the amendment.

present at the Meeting approving the amendment.

WINDING-UP

Clause 54Any Member, with not less than three-fourths of the Members of the Institute may determine that it shall be dissolved, and thereupon it shall be dissolved forthwith or at the time then agreed upon and all necessary steps shall be taken for the disposal and settlement of the property of the Institute, its claims and liabilities, according to the Rules & Regulations of the Institute; provided that in the event of any dispute arising, the adjustment of its affairs shall be referred to the Principal Court of Original Civil Jurisdiction at Mumbai.

WINDING-UP

Clause 55Any Member, with support of not less than three-fourths of the all-India Members of IASAP may determine that IASAP shall be dissolved, and thereupon it shall be dissolved forthwith or at the time then agreed upon and all necessary steps shall be taken for the disposal and settlement of the property of IASAP, its claims and liabilities, according to the Rules & Regulations of IASAP, provided that in the event of any dispute arising, the adjustment of its affairs shall be referred to the Principal Court of Original Civil Jurisdiction at Mumbai.

(ii) Clause 54 will be applicable to the Chapters only after prior approval and guidance from Headquarters.

Clause 55If, upon winding up or dissolution of the Institute, there remains, after the satisfaction of all its debts and liabilities, any property whatever, the same shall not be paid to or distributed among the Members of the Institute, but shall be given or transferred to some other society or societies to be determined by the votes of not less than three-fourths of the Members present personally or by proxy at the time of dissolution, or in default thereof, by the Principal Court of Original Civil Jurisdiction at Mumbai.

Clause 56If, upon winding up or dissolution of IASAP, there remains, after the satisfaction of all its debts and liabilities, any property whatever, the same shall not be paid to or distributed among the Members of IASAP, but shall be given or transferred to some other society or societies – charitable and/or educational for the economically underprivileged dealing only with women, – to be determined by votes of not less than three-fourths of the Members present personally at the time of dissolution, or in default thereof, by the Principal Court of Original Civil Jurisdiction at Mumbai.

As IASAP extends it’s membership only to ladies it was thought appropriate that the proceeds go to deserving women’

Clause 56The Memorandum of Association and Rules & Regulations of the Institute shall not be altered, amended or modified except by a Resolution

Clause 57The Memorandum of Association and Rules & Regulations of IASAP shall not be altered, amended or modified except by a Resolution passed by three-fourths majority of the Members present and voting at an Annual

The wordings are changed a bit for

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passed by a two-thirds majority of the Members present and voting at an Annual General Meeting or an Extraordinary General Meeting convened for the purpose

General Meeting or an Extraordinary General Meeting convened for the purpose only by the IASAP Governing Council at its Headquarters in Mumbai.

clarification

Clause 58Winding up of problematic Chapters by closing the Chapters, Head Office Headquarters to should take possession of funds of Chapters and restart the Chapters.

This is again to avoid any legal problems

Note:Wherever “Governing Council” appears, Chapters should read as “Managing Committee”. Likewise, “President” to be read as “Chapter Chairperson” and “Vice-President” to be read as “Chapter Vice-Chairperson”.

Note:Wherever “Governing Council” appears above (unless specifically indicated), for all Chapters it should be read as “Managing Committee”. Likewise, “President” to be read as “Chapter Chairperson” and “Vice-President” to be read as “Chapter Vice-Chairperson”.

We, the several persons whose names and addresses are subscribed below, are the present Members of the Governing Council.

The above Rules and Regulations, as modified, have been approved at the All-India Governing Council Meeting held on August 22, 2010 at Mumbai, when Office Bearers from by IASAP Headquarters, Mumbai and Chapters, as currently existing, at Tamil Nadu, West Bengal, New Delhi, Pune, Bangalore and Hyderabad at their respective Annual and/or Extraordinary General Meetingswere present. Subsequently, these have also beenare placed for approvedal by IASAP Members at Headquarters at the Annual / Extraordinary General Meeting to be held in Mumbai on the 15th day of January 2011.

We, the Members of the current Governing Council, have verified the above and have subscribed our signatures against our individual details as given hereunder, on the …… 15th day of …………. January 2011 :-

Sr. Names, Addresses andNo. Occupation of Members

Sr. Name, Address and OccupationNo. of Members of the Governing Council

Signature of Members

1. Mrs. Homai H. MehtaPresident EmeritusDirector

1. Mrs. Homai H. MehtaPresident EmeritusDirector

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Sir J.J. College of Commerce14, Nanabhoy LaneHutatma ChowkMumbai 400 023.

Sir J.J. College of CommerceOpp. DBS HouseGhandhyam Talwatkar MargMumbai 400 001.

2. Mrs. Rema Ramchandran Imm. Past President

Standard Chartered Grindlays BankBangalore.

2. Mrs. Pansy ReillyImmediate Past PresidentPersonal Assistant PIEM Hotels Ltd.Taj President90 Cuffe ParadeMumabi 400 005.

3. Miss Betty KentPresidentExec. Secy. To M.D.BASF India Ltd.Rhone Poulenc HouseS.K. Ahire MargMumbai 400 025.

3. Mrs. Jeroo IraniPresidentSr. ManagerCorporate CommunicationsCentral Bank of IndiaChander Mukhi, 4th FloorNariman PointMumbai 400 021.

4. Mrs. Veera MundroinaVice PresidentSecy. To Asst. Gen. ManagerCentral Bank of IndiaChander Mukhi, Ground FloorNariman PointMumbai 400 021.

4. Mrs. Wilma D’CostaVice PresidentExecutive SecretaryTata Sons LimitedBombay House, 4th Floor24 Homi Mody StreetMumbai 400 001.

5. Mrs. Maria PontesHon. SecretarySenior Executive AssistantNIIT LimitedCorduroy BuildingAditya Textiles CompoundSafed Pool, Andheri Kurla Rd.Andheri EastMumbai 400 072.

5. Mrs. Khurshid AvasiaHon. SecretarySecretaryVoltas LimitedVoltas House, “A”Dr. Babasaheb Ambedkar MargChichpokliMumbai 400 033.

6. Mrs. Shera LangranaHon. TreasurerExecutive SecretaryNicholas Piramal India Ltd.100, Centre PointDr. Ambedkar Road, ParelMumbai 400 012.

6. Mrs. Janice BraganzaHon. TreasurerSecretaryIndian Hotels Company Limited3rd Floor, Oxford House15/17 N.F. Road, ColabaMumbai 400 001.

7. Mrs. Meher PanthakiMemberManagement SecretarySwissairMaker Chambers VI220, Nariman Point

7. Mrs. Veera MundroinaMemberAsstt. ManagerCentral Bank of IndiaMandvi Branch

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Mumbai 400 021. Jenabai Building, 1st FloorYusuf Meher Ali RoadMandviMumbai 400 003.

8. Mrs. Jasmine NateerwallaMemberSecretary – VP’s Office GR.IVLarsen & Toubro Ltd.Bakhtawar, 9th FloorNariman PointMumbai 400 021.

8. MrsMs. Katy DhondyMemberExec. Vice PresidentBroadcast Worldwide Ltd.114 Commerce House140 Nagindas Master RoadFortMumbai 400 023.

9. Mrs. Maharukh DaruwallaMemberConfidential SecretaryTata Services Ltd.Bombay HouseHomi Mody Street, FortMumbai 400 001.

9. Mrs. Gracy LeeMemberExecutie Secretary to CMDWriter Corporation 105, Dr. B. Ambedkar Road, LalbaugMumbai 400 033.

10. Miss Ratty EngineerMemberPersonal AssistantPipeline Engineering GmbH5-D Vulcan Insurance Bldg.Veer Nariman RoadChurchgateMumbai 400 020.

10. Mrs. Yvonne AlphonsoMemberSr. Sales OfficerFranco-Indian Pharmaceuticals Ltd.20, Dr. E. Moses RoadMumbai 400 010.

11. Mrs. Shernaz KapadiaMemberAdministrative AssistantCiticorp Overseas Software Ltd.Unit 133, SDF-V, SEEPZAndheri (E)Mumbai 400 096.

12. Mrs. Binaifer DaruwalaMemberManagement SecretaryThe Bank of Tokyo-Mitsubishi Ltd.Jeevan PrakashSir P.M. RoadMumbai 400 001.

Addendum to the Memorandum of Association and Rules & Regulations passed at the Extra Ordinary General Meeting held on September 30, 2002 and approved by Charity

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Commissioner vide his order No.ACCI/1816/02 REG. No.F 2111 dated November 8, 2002 changing the name of our Association from “National Institute of Professional Secretaries (NIPS) to “Indian Association of Secretaries & Administrative Professionals” (IASAP) with effect from April 1, 2003.

Mrs. Jeroo Irani, President, IASAP C/o. Sir J.J. College of Commerce Ghanshyam Talwatkar Marg, Opp. D.B.S. House Fort, Mumbai 400 001.Date: _ January 2011. Signature and address of the Reporting Trustee.

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