MEMORANDUM OF ASSOCIATION OF
Institute for Promotion and Research on Odisha Culture and Heritage

1.   The name of the Trust shall be Institute for Promotion and Research on Odisha Culture and Heritage (hereinafter referred to as the Institute) and it will have imprint “Heritage Odisha”.


2.   The registered office of the Institute shall be situated in the Union Territory of Delhi and at present it is at
 
3.   The objectives for which the Institute is established are:-

      (1)   to act as a centre for excellence in the field of heritage of Odisha and to       undertake promotional activities and research in the area of Culture and Heritage of Odisha,
   (2)   to build and maintain research infrastructure and data on Odisha Heritage in general and coordinate with other Indian and International agencies for promotion of the Culture and Heritage of Odisha. 
   (3)   to provide a forum for exchange of views and interaction programmes, fairs, exhibitions, seminars and workshops for understanding the Odishan Culture and Heritage in the framework of Indian society and to coordinate with other agencies for promotion and popularization of Odishan Heritage.
   (4)   to provide academic and professional courses, training and guidance programmes to organizations, institutions and scholars engaged in study and performance of Odishan culture, literature, and heritage.
   (5)   to set up Academies / Schools / Colleges / Hostels/ Universities for promotion of academic studies / Literature / Language with emphasis on Odisha and Odiya Diaspora at Delhi and other parts of the country.
   (6)   to hold heritage tours, festivals and open exhibition cum sales counters, for promotion of Odishan Heritage.
   (7)   to offer, on request, consultancy services to the Government of India, State Governments and Union Territory Administrations, Universities, Colleges and other education institutions and public sector organizations, other bodies for promotion of Odishan Culture and Heritage.
   (8)   to invite scholars from India and abroad to conduct and participate in research and to deliver lectures and to pay them such remuneration as may be considered suitable;
   (9)   to organize meetings, lectures, seminars, symposia and conferences to promote the objectives of the Institute;
   (10)   to collaborate with other agencies, institutions and organizations (including Universities, Colleges, educational and research institutions and public bodies in India and abroad) in such manner as may be necessary for the promotion of the objectives of the Institute;
   (11)   to hold competitions, TV programmes etc. and  to institute fellowships and award scholarships, Honours and titles.
   (12)   to organise and conduct any other programmes for promotion of Odishan culture and Heritage viz, to organize and conduct programmes of Refresher Courses and Summer Schools for academics, civil servants and others with a view to improving the appreciation for Odishan Culture and Heritage, to develop website, to promote any ICT based activity and to produce films for promotion of Odishan Heritage, to undertake any other activity for better understanding popularization and promotion of Odishan Culture, Litrature and Heritage etc., to establish Chapters, Branches and Center in places other than Delhi to promote and objectives of the Institute;
   (13)   to prepare, print, and publish papers, periodicals and books and to disseminate information in furtherance of the objectives of the Institute;
   (14)to secure and accept endowments, grants-in-aid, donations or gifts on mutually agreed  terms and conditions;
   (15)   to acquire by gift, purchase, lease or otherwise computers and other equipment and any property movable or immovable, which may be necessary or convenient for the purposes of the Institute and to construct, alter and maintain any buildings for the purposes of the Institute;
   (16)   to draw, make, accept, endorse, discount and negotiate promissory note, bills of exchange cheques and other negotiable instruments;
   (17)   to invest the funds of the Institute, in Nationalised  Banks or Governments Securities or in other institutions with similar objectives in such manner as may be expedient and to sell or transfer such investments;
   (18)   to take over and acquire by purchase, gift, donation, contribution and the like, from the Government of India, State Governments, or any other public bodies or private individuals, movable or immovable properties or other funds, together with any attendant obligations and engagements not inconsistent with the objectives of the Institute;
   (19)   to borrow funds, with or without security, for purposes of the Institute, from the Government of India, State Governments, Union Territory Administrations, Financial Institutions, Banks and other National and International Institutions or persons on such terms and conditions as may be mutually agreed upon;
   (20)   to transfer the movable and immovable properties of the Institute by sale, mortgage, gifts etc. for furthering the objectives of the Institute; and
   (21)   to undertake all such lawful acts, and things which may be auxiliary, incidental or ancillary to the furtherance of the aforesaid objectives of the Institute.
(22)   To undertake the job of preserving the ancient heritage and maintenance thereof in a PPP (Public Private Partnership) mode

4.   All the income, earnings, movable or immovable properties of the Society shall be solely utilized and applied towards the promotion of its aims and objectives only as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, profit or in any manner whatsoever to the present or past members of the Society or to any person claiming through any one or more of the present or the past members. No member of the Society shall have any personal claim on any movable and/or immovable properties of the Society or to make any profit, whatsoever, by virtue of his membership.

5.   The names, addresses and occupations of the
First Members of the Board of Governors of the Institute, to whom by the Regulations of the Institute, the Management of its affairs is entrusted as required under Section 2 of the Societies Registration Act, 1860, as applicable to the Union Territory of   Delhi are as follows:

   We, the undersigned, are desirous of forming a society namely INSTITUTE FOR PROMOTION AND RESEARCH ON OdishaN CULTURE AND HERITAGE, under the Societies Registration Act, 1860 as applicable to the Union Territory of Delhi in pursuance of this Memorandum of Association of the Society;

AND AS SUCH,

   We, the several persons whose names and addresses are given below, having associated ourselves for the purpose described in this Memorandum of Association, do hereby subscribe our names to this Memorandum of Association, and set our several and respective hands hereunto and form ourselves into a society under Act 21 of 1860, this 20th day of August 1986, at New Delhi .





RULES OF STUDIES IN INDUSTRIAL DEVELOPMENT NEW DELHI


1.
   Short Title:  These Rules may be called “INSTITUTE FOR PROMOTION AND RESEARCH ON OdishaN CULTURE AND HERITAGE,” New Delhi.

2.   Definitions: In these Rules, unless the context otherwise requires:

   (a)“Board of Governors“ or the “Board” means the Board of Governors constituted under Rule 7;

(   b)“Bye-Laws” means by Bye-Law framed under Rule 28;

   (c)“Chairman“ means the Chairman of the Board of Governors and Vice Chairman means the member who assists the Chairman and acts as Chairman in his absence;

   (d)“Secretary” means the Director-convener of the Board meetings who will maintain all financial accounts and responsible for over all administration of the Institute;

   (e)“Director” means the Director of the Institute;

   (f)“Faculty” means the Faculty of the Institute as defined under Rule 19;

   (g)“General Body” means the General Body of the Institute as constituted under Rule 5; and

   (h)“Institute” means the INSTITUTE FOR PROMOTION AND RESEARCH ON OdishaN CULTURE AND HERITAGE, New Delhi.

3.   Membership

   i)  Signatories to the Memorandum of Association shall be Members of the Institute.

   ii) Any individual, academy, administrator, a public representative, society, corporate body or association generally in agreement with the aims and objectives of the Institute for Promotion and Research on Odishan culture and heritage as set out in its Memorandum of Association will be eligible to become a member of the Institute. 
Admission to the Institute will be accepted by the Board of Governors on being duly proposed and seconded by any two existing Members and on payment of membership fee according to the following schedule:


Category                                              Fees                                                               
Individuals                                         Rs. 500/-for every two years, or
                                                       Rs. 5000/- for life membership.
Institutions(Societies, Corporate
bodies & Associations)                         Rs.10,000/- for five years            
                                                       or   Rs. 3000/-  per year.
     

   (iii)Honorary Member:  The
Board of Governors may invite any person who has rendered distinguished service in the area of the objectives of the Institute for Promotion and Research on Odishan culture and heritage to be an Honorary Member of the Institute. Honorary Members shall have the status of Life Members.
   (iv)Cessation of Membership: Any
members of the Institute shall be liable to be removed form the membership of the Institute by a decision of the Board of Governors either on committing a breach of any Rules of the Institute or refusal to abide by the Rules or bringing discredit to the Institute or who fails to pay subscription upto 6 months form due date.

4 .   Authorities of the Institute

The following shall be the Authorities of the Institute:

(a)General Body:

(b)Board of Governors;

(c)Director; and

(d)Such other Authorities e.g.
CEO, COO, etc  as may be appointed by the Board of Governors to give effect to the provisions of the Memorandum of Association and these Rules.

5.   General Body 

General body of the Institute shall consist of all the Members of the Institute.

6.   (a)  The General Body will meet once a year or more to transact the following business:

           
i)to review the progress of the Institute during the year and suggest programmes of  development; and

           
ii)to appoint auditors for annual audit of the accounts of the Institute and to fix their remuneration.

           
iii)To approve the accounts and to make future proposals

      (b)i)       The Annual General Meeting of the General Body shall be   called by Chairman of the Board of Governors and shall be presided over by him. In his absence the meeting shall be presided by Vice Chairman

         ii) Between the Annual General Meetings, there shall not be a     gap of more than fifteen months. Extraordinary General Meetings may be called by the Chairman as often as may be considered necessary;

         iv)One-third of the total Members of the General Body shall form the quorum; and

         v)Voting  shall be by show of hands or in such other manner as the Chairman may decide. Each Member shall have one vote and in the case of equality of votes, the Chairman shall have a casting vote.

7.   Board of Governors

   (a)The Board of Governors shall consist of:

         i)A Chairman, Vice Chairman, Secretary

        
ii)Five Ex- Officio Member Advisers as nominated by Board of Governors;

        
iii)Members not exceeding Thirteen (including the Chairman, Vice chairman and secretary) nominated or co-opted under Sub-Rules (d) and (e) of this Rule; and

         iv)The
Director of the Institute.

   (b)  The
Chairman Vice-Chairman and Secretary shall be elected by the Board of Governors form among its members.

   (c)  The
new Board of Governors before the end of its tenure of old Board shall nominate eight members to the successor Board of Governors.The Board shall have the power to co-opt members on the Board subject to the Rule 9 and Sub-Rule a(iii) this Rule.

   (d)The Director shall be the Ex-Officio Member of the Board of Governors.

8.   Office-Bearers of the Institute  

The following shall be the office-bearers of the Institute:

   (a)Chairman;

   (b)Vice-Chairman;

   (c)Secretary;

   (d)Director; and

  
(e)Such other office-bearers constituted by the Board of Governors to give effect to the provisions of the Memorandum of Association and these Rules.

9.   Tenure and Co-option  

   (a)The
First Board of Governors as set out in the  Memorandum of Association shall hold office for a period of five years from the date of registration of the Institute.

  
(b)Members of the Board of Governors other than the Ex-Officio members shall hold membership for five years and shall be eligible for recombination / reco-option.

   (c)Any
casual vacancy among the members of the Board of Governors, arising form death, resignation, removal or otherwise, may be filled by co-option by the Board of Governors and the Members so co-opted shall hold office for the unexpired portion of the term of office of the Member causing the vacancy.

10.   A
member of the Board other than an Ex-officio member may resign his membership by a latter of resignation addressed to the Chairman, and his resignation shall take effect form the date it is accepted by the Chairman.

11.   The
meetings of the Board shall be held in accordance with the provisions of these Rules and such other Bye-Laws, not inconsistent with it, as may be framed by the Board. The Chairman shall preside over the meetings of the Board.

12.   No act or proceeding of the Board of Governors shall be invalidated merely by reason of the existence of a vacancy or vacancies among its members or merely because of some person who is entitled to be a member by virtue of his office not being a member of the Board of Governors for the time being.

   (a)Subject to the provisions of the Memorandum of Association and Rules, the
Board of Governors shall have all administrative and financial powers to conduct the affairs of the Institute for fulfilling its objectives. In particular and without prejudice to the generality of the above, the Board of Governors shall have the power to constitute Committees;

13.   The Board of Governors may delegate to the Director or to any of its members and to any other Committee or Sub-Committee or Officer of the Institute such administrative and financial powers as it may deem proper and consider necessary and also prescribe the limitations within such powers are to be exercised or duties performed.

14.   When the
matter is of urgent nature requiring immediate action and the same cannot be immediately dealt with by any Officer or Authority of the Institute empowered under these Rules to deal with it, the Director may take such action as he may deem fit, with the approval of the Chairman. All such actions shall, however, be put up in the Meeting of the Board of Governors for ratification.

15.   Director

   (a)The Member-Secretary of the First Board of Governors shall be the first Director of the Institute;

   (b)The subsequent
Director(s) shall be appointed by the Board of Governors and his remuneration is fixed by the Board of Governors;

   (c)The  term of office of the Director shall be
five years and can be extended by the Board of Governors; and

   (d)The other terms and conditions of service of the Director shall be such as may be determined by the board of Governors.

16.   Appointment of Director

The
Board of Governors shall determine for the procedure for selection and appointment of the Director of the institute.

17.   Functions of the Director

   (a)The Director shall be the Chief Academic and Executive Officer of the Institute. His
powers, duties and responsibilities shall be assigned to him by the Board of Governors.

   (b)The director shall prescribe the duties of all Faculty and other members, Officers, and other staff of the Institute and shall exercise such supervision and control as may be necessary.

   (c)It shall be the duty of the Director to the co-ordinate and exercise general supervision over all the activities undertaken by the Institute.

20.   
Appointment of Staff

The Appointment or all Faculty and Administrative positions shall be made in accordance with the procedure laid down
by the Board of Governors.


21.   Funds 

The funds of the Institute shall consist of:

(a)Grants donations made by the different agencies, companies, firms, trusts, individuals etc.

(b)Grants made by the Government of India/State Governments and other public bodies;

(c)Income form the assets of the Institute;

(d)Receipts of the Institute form other sources; 

(e)Donations and contributions other sources; and

(f)Borrowings and loans

22.   Operation of Bank Account   

All funds shall be paid into the Institute’s account with any of the Nationalised banks and shall not be withdrawn except thought a cheque signed and countersigned by such officer as may be
duly empowered in this behalf by the Board of Governors.

23.   (a)  The income and property of the Institute, however derived, shall be paid be applied towards the promotion of the object thereof as set forth in the Memorandum of Association.

        (b) 
No portion of the income and property of the Institute shall be paid or transferred directly by way of dividends, bonus or otherwise howsoever by way of profit, to the persons who are or at any time have been members of the Board of Governors or to any one of them or to any person claiming thought them.
Provided that
nothing herein contained shall prevent the payment of remuneration to any members or any other person in return for any services rendered to the Institute or for traveling allowance, halting or other similar charges.

24.
   Financial year  
The Financial Year of the Institute shall be from the first day of April to the thirty-first day of March every year.

25.
   Accounts and Audit    
The Institute shall maintain proper accounts and other relevant records and prepare annual accounts comprising the receipt and payment accounts, in such form as form as may be prescribed in the Bye-Laws.

26.
   The accounts of the Institute shall be audited annually by qualified auditors appointed at the Annual General Body Meeting. The accounts of the Institute, along with the Auditors, shall be submitted to the members at the next Annual General Body Meeting.

27.
   Annual Report  
The Institute shall prepare an Annual Report on its working which shall also include a Statement of Audited accounts and report of the Auditors. The Report shall be circulated to members of the General Body.                      

28.
   
Bye-Laws 
The
Board of Governors shall have the power to frame Bye-Laws, not inconsistent with the Memorandum of Association and these Rules. The Board of Governors may also amend any of the Bye-Laws.

29.
    Amendment of Rules   
Subject to the provisions of the Societies Registration Act 21, 1860, the Institute may
amend, add to or delete any of these Rules by a Resolution passed at  a Special Meeting of the Board of Governors, duly convened for the purpose, and supported by more than three-fifths of the Members present.

30.
   The Institute shall sue and be sued in the name of the Director under Section 6 of the Act.

31.
   The Institute shall maintain a Register of all Members of the Institute in such form as may be prescribed in the Bye-Laws.

32.
    Interpretation of the Rules 
If difficulty arises in the functioning of the Institute on account of any lacunae in the Memorandum of Association or in the Rules, the
Board of Governors shall have the power to give such directions to resolve the difficulty as are not inconsistent with the Memorandum of Association or the Rules.

33.
   Seal   
The Institute shall have a common Seal of such make and design as the Board of Governors shall determine.

34.
   Instruments    
All deeds and instruments by in favour of the Institute shall be
signed by the Director or such other officer who May be nominated for the purpose by the Board of Governors.

35.
   Dissolution       
      (a)  Subject to the provisions of the Societies Registration Act 21, 1860 and the Society may be dissolved
by a Resolution passed at a meeting of the Board of Governors, duly convened for the purpose, and supported by three-fifths of the Members present.
      (b) On dissolution,
all assets and liabilities of the society shall vest in any society, set up with similar objectives and the associate institutions which may be determined as associate Institutes by the Board of Governors.

36.
   Application of the Act     
All the provisions under all the sections of the Societies Registration Act, 1866 as applicable to the Union Territory of Delhi shall apply to the Institute.

37.
   CERTIFIED to be the correct copy of the Rules of the Institute for Promotion and Research in Odishan heritage in industrial development New Delhi.