Memorandum of Association (MOA) & Articles of Association (AOA) of CEMBA Alumni Association, Bangladesh. [VER-01]

 

CEMBA ALUMNI ASSOCIATION, BANGLADESH

Memorandum of Association (MOA)
Version -01 Finalized on 01-Mar-2024

Finalized by: Brigadier General M Mofizur Rahman, psc, P Eng, CMC (R)

Version. 01 (one)

Preamble

We, the former students of the Commonwealth Executive Masters of Business Administration/Public Administration (CEMBA/CEMPA) programs, accredited by the Commonwealth of Learning (COL), Canada, and offered through the School of Business at Bangladesh Open University (BOU), hereby establish the CEMBA Alumni Association Bangladesh (CEMBA-AA). This non-political, non-profit social welfare association is founded on principles of mutual respect, cooperation, and the shared goal of fostering professional growth and networking among our members and CSR (Corporate Social Responsibility) whenever & wherever required.

Formation
The CEMBA-AA was conceptualized through discussions among alumni and formally established at a series of general meetings. Our mission is to develop, maintain, and enhance a supportive network that contributes to the personal and professional development of its members and to the field of business and public administration at large.

Objectives

1. Networking: To facilitate opportunities for members to connect, share experiences, and collaborate on professional endeavours.
2. Professional Development: To offer workshops, seminars, and training sessions that contribute to the ongoing learning and career advancement of our members.
3. Support and Guidance: To provide a platform for mentorship, offering guidance to current students and recent graduates navigating their careers.
4. Community Engagement: To engage in social welfare activities that contribute positively to our communities and society as a whole.
5. CSR (Corporate Social Responsibility) whenever & wherever required.

Constitution Adoption
This constitution was unanimously adopted by the members present at the General Meeting held on 20 May 2022. This document serves as the guiding framework for the governance of The CEMBA-AA outlining the duties and responsibilities of its members and the executive committee. 

Legal and Ethical Compliance
All members of The CEMBA-AA commit to upholding the highest standards of integrity, professionalism, and ethical conduct. The association shall operate in full compliance with the laws and regulations of Bangladesh and the policies and guidelines COLand BOU

Amendments to the Constitution
Amendments to this constitution may be proposed by any active member and must be approved by a two-thirds majority at a general meeting / AGM (Annual general Meeting) but not in EGM (Extra-Ordinary General Meeting). The process for proposing and adopting amendments shall be detailed in the association's bylaws. It’s to be done by voting ; not by voice vote or Hand Raising.

Ratification
This Memorandum of Association is hereby ratified by the undersigned founding members and takes effect immediately. Future amendments and additions to this document shall be made according to the procedures outlined herein.

PART I

Vision
1.    World-Class Integration: Elevate and integrate CEMBA personnel within society, positioning them as world-class citizens distinguished by their professional and ethical standards.

Mission
2.    Quality Assurance: Solidify the reputation of CEMBA/CEMPA personnel in both professional spheres and the broader social context, emphasizing their quality and impact.

Name, Monogram, Seal & Theme Song
3.    Official Designation: The organization shall be known as the CEMBA Alumni Association Bangladesh, hereinafter referred to as the Association, abbreviated as CEMBA-AA. The monogram and seal will be designed and adopted with the approval of the Executive Committee.
3.a. Theme Song: The organization will adopt a theme song detailed in Annexure-1: Theme Song.
3.b. Logo: The organization will utilize a registered, copyrighted logo as described in Annexure-2: Logo.
3.c.  Address:

Area Of Operation
4.    Operational Scope:
4.a.  The Association's registered office will be located in Dhaka. Branch offices may be established domestically and internationally as determined by the Executive Committee.
4.b. Activities of the Association will span across Bangladesh, aiming to foster a nationwide presence.

Objectives
5.    Purpose and Goals: The objectives, Purpose and Goals of CEMBA-AA  of the Association are to:-
a.    Networking: To facilitate opportunities for members to connect, share experiences, and collaborate on professional endeavors
b.    .Professional Development: To offer workshops, seminars, and training sessions that contribute to the ongoing learning and career advancement of our members.
c.    Support and Guidance: To provide a platform for mentorship, offering guidance to current students and recent graduates navigating their careers.
d.    Community Engagement: To engage in social welfare activities that contribute positively to our communities and society as a whole.
e.    CSR (Corporate Social Responsibility) whenever & wherever required
f.    Cultivate the Association as a beacon of professional excellence.
g.    Organize seminars, symposiums, workshops, debates, and discussions on marketing to enhance awareness of its significance in trade, commerce, industry, and society.
h.    Foster relationships among members through cultural, social, and welfare programs.
i.    Initiate training programs for both existing and aspiring commercial professionals.
j.    Illuminate the challenges and opportunities for commercial professionals via media, journal publications, and other platforms.
k.    Establish a research and training institute akin to the Commercial Institute of Bangladesh (CIB) for the exploration of commercial fields and professional development.
l.    Engage in partnerships with other associations to exchange ideas, undertake joint projects, and facilitate exchange programs both locally and internationally.
m.    Unify members by organizing reunions, picnics, tours, sports, and other communal activities.
n.    Encourage excellence and uphold high ethical standards within the marketing profession.
o.    Recognize alumni for their exceptional contributions to the field.
p.    Disseminate CAAB activities and maintain communication with alumni through newsletters, magazines, and websites.
q.    Establish a “CSR Fund” to provide financial aid to deserving students from the university or any educational institution. This fund will be known as the “CEMBA Alumni Association Bangladesh - CSR Fund”.
r.    Serve as a societal advocate, addressing and initiating reform on various issues.
s.    Manage surplus funds as stipulated in Article 18, ensuring transparency and accountability in their utilization for the Association's objectives.

 

Articles of Association (AOA)

PART II

Membership
6.  Who Can Be A Member
Membership is open to individuals of any age, sex, and religion who have earned one of the following degrees from the Commonwealth of Learning program CEMBA/CEMPA under the Open University of Bangladesh and descendant/NOK (Next of Kin) of Regular Members as Associate Members without Voting Rights:
a)    CEMBA
b)    CEMPA
c)    Descendant/NOK (Next of Kin) of Regular Members

7.    Types Of Membership
a)    General Member
b)    Life Member
c)   Honorary Member – Specifically for teachers of the Business School, BOU and other distinguished personalities of name & fame and having potentials of contributing to the CEMBA-AA. Honorary Members will be selected in AGM/General Meetings. Names can be proposed by EC or any Member of the CEMBA Honorary. Members will not pay any fee.
d)    Associate Members

8.    Membership Fees
a.    General Member: An annual membership fee of Tk. 2,000/-
b.    Life Member: A one-time fee of Tk. 15,000/- for lifetime membership.
c.    Honorary Member: Membership fees for honorary members are Nil.
d.    Associate Member: An annual membership fee of Tk. 12000/- or Nil if the EC decides

9.    Who Cannot Be A Member
Individuals are ineligible for membership if they are legally declared of unsound mind, have been found guilty of a crime that disqualifies them from membership as determined by the Executive Committee (EC), or do not possess a CEMBA/CEMPA certificate.

10.     Resignation
Members may resign from the Association at any time. Resignations must be submitted to and accepted by the Executive Committee. Acceptance may be withheld until the resigning member has settled any outstanding dues and returned any Association property.

11.     Suspension & Termination Of Membership

Membership may be suspended or terminated by a two-thirds majority of the Executive Committee if a member acts against the interests of the Association. A show cause notice will be issued to the member in question, providing 21 days to respond. Failure to respond satisfactorily within the given timeframe will result in cancellation of membership. Membership will also be automatically cancelled upon the death of a member.

PART III

 Executive Body
12.    Executive Committee
The Executive Committee shall consist of the following 21 office bearers totaling 21 members for a period of 2 years
a)    President: 1 (Minimum two-year experience as EC Member in any position. President can be for a max of two terms)
b)    Sr VP (Senior Vice President) : 1
c)  Vice Presidents: 4 (including 1 from Honorary Members such as Business School Teachers/BOU Representative
d)   Secretary General: 1
e)   Assistant/Joint Secretary General: 3
f)   Treasurer: 1
g)  Joint Treasurer: 2
h)  Members: 8
Total : 21 

13. General Council
The General Council shall comprise 20 Councillors, one from each batch. This will be incremental, accommodating members from upcoming batches.

14. Advisory Council
The Advisory Council will consist of up to 10 members from CEMBA-AA all of whom must be lifetime members with senior positions in the state, including public and private services, business, etc. 

15. Formation And Term
a.    Executive Committee
The Executive Committee shall be established through an Election or Selection process for a term of 3 years from the oath-taking date. If the committee's tenure needs extension due to unavoidable circumstances, it must be announced at the next AGM. All lifetime members are eligible for EC membership.
b.    General Council
Similarly, the General Council's term is 3 years from the oath-taking date, with each batch's lifetime member eligible to be a Councillor
c.     Advisory Council
The Advisory Council, with a term equivalent to the EC's, shall consist of a maximum of 10 members, all being lifetime members holding senior positions. 

16. Duties And Powers
a.    Executive Committee
•    Formulate and execute policies, programs, and activities.
•    Appoint sub-committees for specific activities or programs.
b.     General Council
•    Duties and powers are defined by the Executive Committee and facilitated by the President & Secretary General.
c.    Advisory Council
•    Provide advice, policy formulation, and support for the Association's betterment. 

17. Office-Bearers' Duties
a.    President: Acts as the Chief Executive, presides over meetings, coordinates activities, and ensures program implementation.
b.  Vice-President: Assumes the President's duties if necessary and oversees the Association's functioning under the President's direction.
c.   General Secretary: Acts as the liaison between the Executive Committee and the Association, coordinates activities, issues meeting notices, submits reports, and maintains records.
d.    Joint Secretary: Takes over General Secretary's duties if necessary and carries out tasks assigned by the General Secretary.
e.   Treasurer: Manages finances, including receiving funds, making payments, and maintaining financial records.

18. Additional Structures
a.    Search Committee
Comprises a chairman and up to 4 members, responsible for forming a new Executive Committee & General Council. Members are ineligible for other positions during their tenure

19. Sub-Committees
The Executive Committee may form sub-committees for specific functions. Each sub-committee includes a minimum of 6 members, including a Chairman and Member Secretary, with roles spanning various areas such as Constitution and Policy, Finance, ICT, Cultural Activities, PR, and Industry Development.
a.    Duration The Executive Committee
i.   Each Member of the EC will be selected for a period of 2 years
ii. There will be election every year to select 50% Members of the EC to have a overlapping of one year
iii. The first Permanent EC Committee will be for a complete period of 2 years. Thereafter, Either President of Secretary will continue for anther year and 50% of the rest of the EC Members will continue and thereafter 50% will be elected every year ensuring 50% overlapping.
iv.    Additional Structures: 

20.    Sub-Committees
a.    The Executive committee shall have the power to form sub-committee time to time to oversee specific functions, projects, etc.
b.   There are minimum six Dub-Committees:
i.    Constitution and Policy:
ii.   Finance, Budget, Audit, Fund Collection:
iii.  ICT, Branding, Registration, Website:
iv.  Cultural and CSR Activities:
v.    PR, Liaison, Branding and Capacity Building:
vi.  Industry Development, Education, Training & Development
vii. Any other specific functions, projects

21. Co-Opt
Vacant EC posts can be filled by a competent lifetime member chosen by the majority of present EC members or by the President's final decision if necessary.

22. Oath (Affirmation)
The President and other EC members must take an oath within 45 days of the AGM/committee declaration, with specific procedures for oath-taking outlined.

PART IV

23. Meetings
a.    Regular meeting of the Executive Committee of the Association shall be held once in two months, notice of regular meeting shall be signed by the General Secretary. Seven days notice shall be given for regular meetings.
b.    Special meetings may also be called if deemed necessary and such meeting may be called with two days notice.
c.    An Annual General Meeting of the Association shall be held at least once during the tenure/in each calendar year. At least 15 (Fifteen) days notice will be necessary for convening the same.
d.    The presence in person of at least 10 (Ten) members of the Executive Committee shall be necessary for a quorum of at all meetings of the Executive Committee. No quorum will be necessary at any Annual General Meeting.

PART V

24. Fund
a.    The Association's fund will be constituted from membership fees, subscriptions, and donations received from members, well-wishers, the government, and the business community.
b.    Additionally, the Association's fund will benefit from earnings generated through the publication of journals, booklets, newsletters, books, and souvenirs.
c.    The fund will also be bolstered by income from training programs, research projects, and consultancy services.
d.    To ensure proper accountability, all receipts will be documented using the official receipt book issued by the Association and countersigned by the General Secretary (GS). The Treasurer is tasked with collecting all receipts and funds, and subsequently depositing these in the designated bank account(s).

 PART VI

25. Audit
a.     The audit of all books, accounts, and financial records of the Association shall be conducted by a practicing Chartered Accountant alongside a committee. This committee, composed of two Association members, will be nominated by the President and approved by the Executive Committee. Their task includes preparing a comprehensive report based on the audit findings, which will be submitted for approval at the Annual General Meeting.
b.    At least one of the committee members is required to countersign all bills paid by the Association, following thorough verification. Should any objections arise regarding the payments, they will be meticulously recorded and presented to the Executive Committee for review.

PART VII

26. Bank Accounts
a.    Based on the recommendations of the Executive Committee, the Treasurer is authorized to open one or more bank accounts for the Association.
b.    The operation of all bank accounts will require the joint signatures of the Treasurer and either the General Secretary or the President, ensuring a collaborative approach to financial management. 

PART VIII

27. Amendment
a.    Amendments to this constitution can be made during any General Meeting of the Association, provided they receive the affirmative vote of a majority of the members present in person.
b.    No proposed amendment will be considered for voting unless a written notice detailing the amendment has been sent to all Association members either by mail or personal delivery at least three days before the General Meeting where the vote on the proposed amendment will take place.

PART IX

 28. Authenticity
The constitution shall maintain its authenticity through two principal texts: an original version in Bengali and an authorized translation in English. In case of confusion or contradiction, Bengali version will override.  Both of these constitution shall be certified as such by the President of the Executive Committee and all the Members of the EC.

PART X

29.    Winding Up
a.    Should three-quarters of the General Body's members express in writing their individual desire to dissolve the Association, this action can be undertaken during an Annual General Meeting. For the dissolution to proceed, it is mandatory that at least three-quarters of those members who initially requested the winding up be present in person at the meeting.
b.    In the event of the Association's dissolution or winding up, and after the settlement of all debts and liabilities, any remaining assets shall be transferred to an organization dedicated to promoting similar activities within the country as spelt out in the Objectives of CEMBA-AA.

----X----

Prepared by Md Safanur Rahman  on 14-Jul-2023, 

Revised by Mohammad Mustafa Surzil on 23-Aug-2023 and on 02-Sep-2023. 

Revised by Khiruzzaman  on 10-sep-2023

Revised by Brig General Mofiz (R) on 01 Mar 2024 --(VERSION 1)