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ORGANATHON FOUNDATION BYE-LAWS

Name of Trust

The Name of the Trust shall be "ORGANATHON FOUNDATION"

Address of the Registered office

The Registered office of the NGO shall be at 8/6, T/F, WEST PATEL NAGAR, NEW DELHI-110008

Definitions
  • The Organization means the ORGANATHON FOUNDATION and abbreviated as OF.
  • "The Board of Trustees" means the Governing Body of the Trust.
  • "Bye-laws" means the Bye-laws of the OF.
  • "Financial Year" means the year commencing from the first day of April and ending with the thirty first day of March of the following year.
  • "Government" means the State Government, generally but for matters related to foreign funding, it would mean Government of India.
Date of Formation

The ORGANATHON FOUNDATION is formed and is registered with the office of Sub Registrar, Basai Darapur, Delhi, on February 18, 2016.

Registrar of the District within whose jurisdiction the office of the Trust is situated

The office of the NGO is situated within the jurisdiction office of the Registrar of Trusts Delhi.

Business Hours

The Trustees may, subject to the approval of the Board of Trustees, and by a regulation, change, if the exigencies arise, the working hours of the OF. For the present the timings of the Trust shall be from 10:00 am to 5:00 pm. All Government Holidays shall be holidays for the Trust.

Objects of the OF

The Objects for which the Trust is formed are:-

  • To undertake and assist in the promotion of organ / tissue transplantation in the country.
  • To undertake and assist, specifically in the promotion of cadaver organ / tissue transplantation in the country
  • To under take, aid, promote and co-ordinate education, training, counseling and research in all aspects related to organ / tissue transplantation.
  • To encourage, counsel and motivate all eligible persons to volunteer as potential organ donors and enroll for issuing of a ‘Donor Card’
  • To prepare a proper data base by way of a central registry to document potential organ donors, waiting recipients of organs / tissues for transplantation and the hospitals registered and authorized to perform transplantation operations.
  • To examine & analyze the data base for ensuring a vibrant networking for providing proper organs / tissues to the proper centers for use on appropriate patients
  • To sensitize the healthcare providers regarding the utility of cadaver organ transplantations.
  • To sensitize and coordinate with district authorities across the country (as & where required) for ensuring green corridors for speedy transportation of the harvested organs from the donor centers to the destination centers.
  • To prepare, print and publish papers, periodicals and books and make presentations in furtherance of the objectives of the Trust.
  • To establish and maintain libraries and information services.
  • To collaborate with other institutions, trusts, associations and societies in India or abroad interested in similar objects in consultation with Government of India, wherever required.
  • To offer fellowships, scholarships, prizes and stipends in furtherance of the objects of the trusts.
  • To assist the government of India (and the State Governments) in Policy Formulation and choice of options in matter pertaining to Organ / Tissue transplantations
  • To do all such other activities as are conducive or necessary to the attainment of the above objectives and for promoting development of organ / tissue transplantation in the country.
Activities of the OF

Pursuant to the aforesaid objects, the trust shall focus initially on North Zone and work to reduce the huge gap between the waiting recipients and the available donors or organs / tissues. Gradually, the activities will be extended to work on other objectives and in other Zones of the country. The activities would include :

  • Encouraging, motivating and Enrolling eligible persons, willing to pledge as ‘Donor Card’ holders
  • Coordinating and networking with various registered & authorized hospitals performing organ / tissue transplantations
  • Preparing a vibrant Central registry of data base related to organ / tissue transplantation.
  • Activities related to Education, Training, Counseling, Propagating, sensitizing and Research in this field
  • Accept grants of money, securities, property of any kind and undertake and accept the management of any endowment, trust, fund or donation not inconsistent with the objects of the OF, on such terms as may be prescribed by the Government from time to time.
  • Invest and deal with funds and properties of the trust.
  • Impose and recover fees and charges for the services rendered by it.
  • Purchase, hire, take on lease, exchange or otherwise acquire a property movable or immovable which may be necessary or convenient for the purpose of the Trust and construct, alter and/or maintain such buildings and works as may be necessary for carrying out objects of the Trust.
  • Sell, hire, lease, exchange or otherwise transfer or dispose of all or/any property, movable or immovable of the Trust, within the legal provisions, as per law in force.
  • Borrow and raise moneys on mortgages, promissory notes of other securities founded or based upon all or any of the properties and assets of the Trust or without any securities, within the legal provisions, as per law in force.
  • Draw, accept, make endorse, discount and deposit of Government and other promissory notes, bills of exchange cheques or other negotiable instruments.
  • Create, accept, use, secure, invest and reserve Fund, whether for infrastructure, building resources, overhead expenses, repairs, improvement extension or maintenance of any of the properties or right of the Trust and/or for recouping assets and for any other purpose for which the Trust deems it expedient or prefer to create or maintain any such fund or funds,
  • Create administrative, technical, ministerial and other posts in the Trust and make appointments thereto in accordance with the Rules and regulations of the Trust, which are not inconsistent with the rules framed by the Government prevalent at the relevant points of time.
  • Do all such other acts and things either alone or in conjunction with other organizations or persons as the Trust may consider necessary, incidental or conducive for the attainment of the above objectives.
Authorities of the Trust

The authorities of the Trust shall be:

  • The Board of Trustees.
  • The Executive Committee, and
  • Such other authorities as may be constituted by the Board of Trustees or the Executive Committee.
  • Members of the Trust
Board of Trustees or Governing Body

The Board of Trustees is the highest decision making body of the OF. The Settlor will be the Managing Trustee & Chairman. Atleast 2 more and maximum of 8 more Trustees will be included in the Board of Trustees. The Board of Trustees can decide in its meeting to include or exclude any trustee. The Board of Trustees will ensure that the OF works to fulfill the objectives of OF and would contribute their time and use their resources for the same.

The Board of Trustees may decide to have one or more Patrons, in the best interests of the Trust.

The Board of Trustees may appoint the Executive Committee for executing the activities of the OF, as per aims & objectives laid down and the broad directions of the Board of Trustees.

The Board of Trustees may create new classes of membership from time to time for such specific periods and fill them by co-option of such members as it deems desirable and necessary it the interest of the Trust.

Executive Committee of OF

The following shall be the officers of the Trust, namely :-

  • The Chairman
  • Vice Chairman
  • Secretary
  • Treasurer
  • Such other officer(s) as may be appointed by the Board of Trustees or the Executive Committee from time to time.
    The Board of Trustees may allot more than one designation (and responsibility) to one executive member, if needed.
General Body and Membership

The members of the OF will include all the members named as members / trustees. More members can be added by the Board of Trustees or the Executive Committee, as & when required. The Board of Trustees may specify eligibility criteria, and amend if required, from time to time, for enrolling a person as a Trustee of the OF.

Role of Members

The Trust shall maintain a register of members giving their names, occupation and address and every member shall sign the register. Every change of address shall be notified to the Secretary. They will participate in the GBMs, and contribute in policy making and otherwise, in the best interests of the Trust.

Tenure of Nominated Members
  • The tenure of the nominated members of the board shall be three years, from the date of appointment.
  • When a person including the Chairman and the Secretary is a member of the Board of Trustees, by the virtue of his office, he shall cease to be such member when he relinquishes the said office and the vacancy so arising shall be filled in by their successor in that office.
Cessation of Membership of Board of Trustees
  • Not withstanding anything contained in these rules, a member of the Board of Trustees shall cease to be such member if during his tenure of office, he becomes insolvent or is otherwise, unable or incompetent to hold office, or his membership is terminated by the Government.
  • The Government may terminate the membership of any person appointed on the Board of Trustees, for such persons in view of his incapacity to discharge the duties, insolvency or reasons of national interest.
Resignation

A member of the Board of Trustees, other than ex-officio member, may resign his membership by a letter addressed to the Chairman of the Board and such resignation shall take effect from the date of its acceptance by the Chairman.

Casual Vacancies
  • Any Casual Vacancy arising on the Board of Trustees by resignation, death or otherwise may be followed by appointment or nomination of a member by the Board of Trustees and duly intimate to the appropriate authority as provided by law.
  • The Governing Body shall function, not withstanding any vacancy on the Governing Body, and any defect in the appointment or nomination of any of its member, and no act or proceedings of the Governing Body shall be invalidated, nullified or called in question merely by reason of the existence of any vacancy on the Governing Body or by reason of any defect in the appointment or nomination of any of its member.
Meeting of the Board of Trustees

Subject to the provision of the Act, the Board of Trustees shall meet at least twice a year, with not more than 6 months elapsed between two meetings.

Annual General Body Meeting

The chairman of the Board of Trustees shall, convene the Annual General Meeting within four months to the close of the financial year at any convenient location. The purpose of A.G.M. shall, inter-alia, be

  • To receive and consider the annual report and audited accounts of the trust for the preceding financial year.
  • To appoint auditors and fix their remuneration.
  • To review progress of work during the year ended and consider and approve generally the budget demands and programs for the ensuing year.
  • To discuss any other business as may be necessary.
Special Meeting

The Chairman of the Board of Trustees may convene special meeting of the Board to consider any matter of special importance or urgency or on the written requisition of not less than five members of the Board, specifying the purpose for which the meeting is proposed to be called.

Venue of the Meetings

Meeting of the Board of Trustees shall ordinarily be held at Gurgaon or Delhi. However, the meeting may be held at any other place as may be expedient or necessary as may be decided by the Chairman of the Board.

Notice of the Meeting
  • Every meeting of the Board shall be convened by notice issued under the hand of the Secretary or any other officer of the society, so authorized by the Board in his behalf.
  • Every notice calling for a meeting of the Board shall be issued to every member not less than fifteen days before the scheduled date for the meeting, except in the case of special meeting, when the notice shall be issued atleast five days before the day fixed for the meeting. A summary of the business to be transacted at the annual and other meeting shall be communicated to the members atleast seven days before the day of the meeting. In the case of special meeting it should be circulated atleast three days before the date of the meeting.
  • The notices may be sent by courier or post. It can also be sent by Email, supplemented by an intimation through SMS.
  • The accidental omission to give notice to or the non-receipt of notice of any meeting by any member shall not invalidate the proceedings of the meeting.
Quorum

1/3 Members present in person shall constitute the quorum for the annual general meeting provided that, if a meeting is once adjourned for want of quorum, a subsequent meeting called on the basis of the same agenda shall not be required to fulfill the requirement of a quorum.

Presiding Officer

The Chairman shall ordinarily preside over all the meetings of the Board. In the absence of the chairman, the Vice Chairman or the senior most member shall preside over the meeting.

Invitation to attend a Meeting

The Chairman may invite and co-opt any person other than a member of the Board to attend a meeting of the Board, but such person shall not be entitled to vote at the meeting.

Voting

In case of difference of opinion amongst the members, on any matter under discussion in a meeting, the opinion of the majority of members present and voting shall prevail. Every member present at the meeting including the Chairman shall have one vote and if there be an equality of votes, the Chairman of the meeting shall have a Casting Vote.

Voting by Circulation

Any business which is of an urgent nature and which cannot be held till the next meeting of the Board, may be transacted by circulation among all the members of the Board and any resolution so circulated and approved by a majority of the members of the Board shall be as effective and binding as if such resolution had been passed at a meeting of the Board of Trustees; provided that any business so transacted shall be reported at the next meeting.

Where the matter is of such urgency that a decision thereon cannot await the convening of a special meeting or voting by circulation, the Chairman may, for reasons to be recorded in writing take a decision there on. Such a decision shall be placed before the next meeting of the Board of Trustees for ratification.

A notice may be served upon any member of the Board of Trustees in person or by post addressed to such member at the address mentioned in the roll of members. Any notice so derived by post shall be deemed to have been served two days after it was posted.

Powers and Functions of the Board of Trustees
  • To frame, supervise & amend, if required, the rules & bye laws of the Trust
  • To guide & help the Executive Committee in execution of the objectives of the Trust
  • To approve the budget proposals of the Trust for onward transmission to the Government for grant assistance
  • To create new posts for the Trust within the sanctioned budget, as approved by the Government.
  • All financial powers of the Trust within the sanctioned budget, as approved by the Government.
  • To receive and to approve the audited accounts of the Trust.
  • To receive and approve the annual report of the Trust.
  • To approve policy guidelines regarding nature of training and research programs.
  • To approve the research programs of the Trust.
  • To approve the receipt of donations.
31. Powers of the Chairman, Vice Chairman, Secretary and Treasurer

Chairman: -

  • Shall preside over all the meetings.
  • Shall give directions in regard to the business of the Trust.

Vice Chairman: -

  • Assist the Chairman in discharge of his duties
  • In the temporary absence of the Chairman, preside over the meetings & discharge all other functions of the chairman

Secretary: -

  • He will convene all the meetings, on the advice of the chairman. The staff of the Trust shall be appointed under the signature of the Secretary. He shall prepare the minutes for all the meetings and the reports.

Treasurer: -

  • He will be responsible for the accounts and all matters related to the funds, budget and financial management, in consultation with the CA
Patrons of the Society

The Board of Trustees may appoint one or more Patrons of the Trust

Executive Committee

Subject to the overall control of the Board, the Executive Committee shall have the powers to manage and administer the affairs of the Trust. It shall have all necessary powers to regulate the incomes and the properties of the Trust within Rules and Regulations framed therein. The executive Committee shall have all such powers as may be incidentally necessary for the expedient management of the Trust. Specific powers to be delegated to the Executive Committee shall be determined by the Board of Trustees.

Composition of the Executive Committee
  • The Executive Committee shall be composed of not more than 7 members
  • The two essential members include Chairman, and Secretary. Vice Chairman and Treasurer are other important designations. The Board may decide to give more than one designation & duties to the same person
  • More members with specified responsibilities may be appointed by the Board of Trustees
Resignation

The member of the Board of Trustees or the executive Committee, other than an ex-officio member, may resign his membership by a letter addressed to the Chairman and such resignation shall take effect from the date of its acceptance.

Meeting of the Executive Committee
  • The executive Committee shall meet not less than four times in a calendar year, provided that not more than four months shall elapse between any two meetings of the Committee. The meeting of the Committee shall ordinarily be held at Gurgaon provided, however, that a meeting may be held at any other place, to be decided by the Chairman of the Committee as may be expedient or necessary.
  • Every meeting of the Committee shall be presided over by the Chairman. Two members of the Committee, including the Chairman, present in person shall constitute a quorum as to any meeting of the Committee. In case the Chairman is unable to attend a meeting so convened, he may authorize the Vice Chairman or in the absence of the vice chairman, the Secretary, to preside over the meeting.
    In case of difference of opinion amongst the members on any matter under discussion in a meeting, the opinion of the majority shall prevail. Every member present at the meeting including the Chairman shall have one vote, though the presiding member generally does not cast his vote. If there be an equality of votes, the Chairman of the Meeting shall have a casting vote.
  • Every meeting of the Committee shall be convened by notice issued under the hand of the Secretary or any other officer of the Society so authorized in this behalf. Every notice calling for a meeting shall set forth the date, time and venue of the meeting and shall be issued to every member not less than fifteen days before the day scheduled for the meeting, provided that for transacting, urgent business, the Chairman may convene a meeting with 7 day’s notice. A summary of the business to be transacted at the meeting, to be sent atleast 5 days before the day of the normal meeting and three days in the case of a meeting convened with shorter notice. The accidental omission to give notice to, or the non-receipt of notice of any meeting by any member shall not invalidate the proceedings of that meeting.
  • Any business of an urgent nature may be carried out by circulation among all members of the Committee and any resolution so circulated and approved by majority of the members of the Executive Committee shall be as effective and binding as if such resolution had been passed at a meeting of the Committee, provided that any business so transacted shall be reported at the next meeting of the Committee.
Powers and Functions of the Executive Committee

The Board of Trustees may delegate from time to time such powers and function to the Executive Committee as are considered necessary and expedient.

Chairman of the Executive Committee
  • The Executive Committee may, by resolution, delegate to its Chairman, any of its powers as deemed necessary, fit and expedient for the efficient and expeditious conduct of the business of the Trust.
  • The Chairman may refer any question or any matter, which in his opinion is of sufficient importance to justify such a reference to the decision of the Board and the decision of the Board shall be binding on the Committee. Such matters shall be reported to the Committee at its next meeting.
Functions of the Secretary
  • The issue of notices of meeting of the Board, the Executive Committee and the Committee of the Board & sub-Committee of the Executive Committee.
  • Maintenance of the records of the meetings and their circulation to members.
  • Maintenance of the register of the Roll of Members of the Trust and
  • Performance of such other duties as may be assigned by the Board
  • He shall have the administrative staff to help him.
Treasurer

The Treasurer of the Trust so nominated by the Board shall look after all matters related to accounts & finance. He shall have the administrative staff to help him.

The Funds of the Trust shall consist of
  • Grant-in-aid received from the Government and governmental agencies. Donations and contribution from the other sources, as decided by the Board.
  • The Trust shall maintain books of accounts and other related records in such form and in such manner as may be necessary and prescribed in consultation with the auditors of the Trust and in accordance with the By-laws and financial rules framed in this behalf. The accounts of the Trust shall be audited annually by the Auditors appointed by the Board and the audit report alongwith the annual report shall be placed at the annual general meeting for the consideration and approval, of the AGM. After approval of the audit report, it shall be submitted to the Government and issued along with the annual report to the members of the Board, Government and other concerned.
Change of address of members

If a member of the Trust changes his address, he shall notify to the Secretary his new address; but if he fails to notify such address, address for further communication shall be as recorded on the rolls of the members.

(A) Qualification

By virtue of holding the posts mentioned above, all those persons holding the respective posts shall become members and shall hold office.

(B) Disqualification of members of the Trust

A member of the Trust shall cease to be such a member if he (a) dies or (b) resign his membership or (c) becomes of unsound mind or (d) becomes insolvent or (e) is convicted of a criminal offence involving mortal turpitude.

Rights, Obligation and Privileges of members

The Rights, obligations and privileges of members shall be as prescribed in these Byelaws.

Suits By and Against the Trust

Subject to the provisions of the act the person in whose name the Trust may sue or be sued shall be the Chairman of the Trust.

Remuneration

The members of the Board of Trust, of the executive Committee or any Committee of the board or the Executive Committee shall not be entitled to any remuneration from the Trust for their services rendered as members. However, the expenditures made by them for the activities of the trust shall be reimbursed / compensated by the trust.

Preparation and Filing of Records etc.

The Chairman shall cause the preparation and filling, on the due dates with the Registrar, of such records, annual or other statements which are specified in the law and the Rules framed thereunder.

Supply of copies of Bye-Laws

Copies of Bye Laws, Receipt and Expenditure Accounts and the Balance Sheet shall be supplied to the trust member on application

Custody, application and Investment of funds

The Funds of the trust not immediately required shall be invested by the Secretary in one or more banks or institutions or in Government securities or any other instrument, as considered necessary.

Mode of bank operation

The funds of the trust for the normal functions shall be maintained in any Bank and the Secretary shall have the authority to draw and use funds upto Rs. 10,000/- and anything exceeding Rs. 10,000/- shall be signed by the Chairman alongwith Secretary or Treasurer.

Special Resolution for amending the Memorandum and Bye-Laws
  • Without prejudice to the general powers of the Board of Trustees and the Government, whenever it shall appear to the Board that it is advisable to alter, extend or abridge the memorandum or the Bye-laws Framed thereunder, the Board may submit the proposition to the members of the trust at the General Meeting or by convening a Special meeting for consideration thereof.
  • No such proposition or resolution shall be deemed to have been approved unless such resolution has been delivered or sent by registered post by the secretary to every member of the society, 21 days previous to the date of the meeting convened by the Committee for the consideration thereof and unless such resolution has been passed by three fourth majority of the members present and voting at the meeting of the General Body convened for the purpose.
  • Any special resolution may be adopted by circulation among the members of the Society and the resolution so circulated and approved by 3/4th of the strength of the members of which both the Chairman and Secretary are included, shall be effective and binding as if the special resolution had been passed at a meeting of the Board of Trustees.
    The Special resolution so circulated and passed shall be filed with the registrar of Trusts within 15 days as required and they shall become effective from the date of such filling.
Exhibition of Registers to Members etc.

The register of members, the books containing minutes and the books of accounts shall be open for perusal by members (free of charge) at the registered office during the usual business hours.

Report of working
  • Within six months after the close of every financial year the Board of Trustees shall submit to the Government a report on the working of the Trust in the previous year together with an audited statement of accounts showing the Income and expenditure for the previous year.
  • The Board shall submit to the Government, as per law in force, the budget estimates for every financial year by such date as may be fixed by the Government in this behalf.
Delegation of Powers

The Board may, by resolution delegate to the Chairman, or other member and staff, such of its powers for the conduct of the affairs of the Board, as it may consider necessary.

Review, Enquiry by Government

The Government may at any time appoint one or more persons to review the working and progress of the Trust, to hold an enquiry in to the affairs thereof and to report thereon in such manner as the Government may stipulate, from time to time. Upon receipt of any such report, the Government may take such action and issue such directions as it may consider necessary, in respect of any of the matters dealt within the report regarding the Trust as the case may be.

Power to take over management by the Government

If the Trust, for some reason, is not able to function satisfactorily, the Board may decide to transfer the trust to another organization with similar objectives. In case the Government is satisfied that the Trust is not functioning properly, it shall have the power to take over the administration of the Trust and if need be, the assets of the Trust as well.

Dissolution

If, on winding up or dissolution of the Trust, there shall remain, after satisfaction of all its debts and liabilities, any asset whatsoever the same shall revert to the transferee organization or the Government, as the case may be.

Financial Year

For all purposes, the Financial Year shall be from the 1st April of the current year to 31st March of the succeeding year.

Change in name or objects

If a change is desired in the name or the objects of the Trust or if two or more Trusts are to be amalgamated, the procedure laid down by the Government will be followed.

Others
  • (a) The Trust shall not transfer or dispose off any immovable property without prior approval of the Board. It shall intimate the Government and the Registrar Trust in case of transfer of Immovable property or movable property exceeding rupees one lac.
  • (b) The Government shall have the right to issue any general or specific directives from time to time and such directives shall be binding on the Trust.
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