1. INTERPRETATION
1.1 Definitions and Interpretation: In these Rules and all other rules of the Organisation, unless the context otherwise requires:
(a) "Act" means the Friendly Societies Act as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the rules of the Organisation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
(b) “Approved Educational Institution” an educational institution approved by the Executive Committee from time to time;
(c) “Approved ICT Institution” mean an institution whose main curriculum is the teaching of ICT courses as such institution is approved by the Executive Committee from time to time;
(d) "Rule" means any Rule of the Organisation from time to time in force; (e) “Delegate” means a duly appointed representative of Member; (f) “ICT” means information and communications technology;
(g) “Member” means any person admitted to membership in the Organisation in accordance with section 5 of these Rules.
(h) “Professional Member” means individually a Corporate Professional Member or an Individual Professional Member; and
(i) the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word "person" includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word "individual" means a natural person.
2. NAME AND CONSTITUTION
2.1. This is a (tech-association) non-governmental organization for IT Professionals and it shall be called the Silicon Dadli Friendly Society and is hereinafter referred to as the Organization.
3. REGISTERED OFFICE
3.1. The Registered Office of the Organization shall be Upper Newgate Street, St. John’s, Antigua
3.2. The Registered Office shall not be changed except by resolution at a special meeting of the organization.
3.3. In the event of any change in the situation of the registered office, notice of such change shall be sent to the Registrar within fourteen (14) days thereafter.
4. OBJECTIVES
4.1. The Organization is established for the purpose of:
4.1.1. networking with like minded individuals to share ideas collaborate and exchange skills;
4.1.2. forming a coherent voice able to speak on issues about technology in Antigua and Barbuda ultimately influencing policy changes through continuous dialogue and lobbying where necessary of the government and other stakeholders through lobbying the government;
4.1.3. forging deeper ties between the business and tech communities through our collective strengths;
4.1.4. informing the general public of products and services that the local tech communities offers;
4.1.5. establishing a certification body, ensuring members have a certain level of proficiency when working - certain standard of service; 4.1.6. Getting youth more involved in ICTs as a career or hobby.
5. MEMBERSHIP
5.1. Admission
5.1.1. Candidates for membership into this Organization shall be required to complete an application form and submit same in person or online to the Secretary for approval by the Executive Committee. Such forms shall be obtained from the organisation either at the registered office or online.
5.1.2. Every approved candidate to be a member of this organization shall be notified in writing through the Secretary or in person, and shall be immediately required to pay an annual subscription fee based on the schedule below:
5.1.3. Except as hereinafter provided, no person other than persons approved by the Executive Committee shall be eligible for membership in the Organisation.
5.1.4. Ordinary* members shall be admitted by the Secretary. 5.1.5. Honorary members shall be admitted by the general meeting (Optional).
5.2. Ordinary Members
5.2.1. Individual Professional Membership: A person may be admitted to be an Individual Professional Member if such person:
5.2.1.1. has provided ICT services for at least one (1) year prior to the application for Membership and
5.2.1.2. has obtained a certificate from an Approved ICT Institution and is either:
5.2.1.2.1. an employee of an organization, whose duties in that organisation are mainly the provision of professional ICT services either to the customers of that organization or to the organization itself; or
5.2.1.2.2. a self-employed person providing ICT services but not through an entity which is registered or organized.
5.2.2. Corporate Professional Membership: A person may be admitted to be a Corporate Professional Member if such person is an entity which is registered or organized under the laws of Antigua and Barbuda and whose main business is the provision of ICT services.
5.2.3. Affiliate Membership: A person may be admitted to be an Affiliate Member if such person is an entity which forms part of a Government or Educational Institution whose main interest is in the advancement of ICTs and its related services.
5.3. Non-Voting Members:
5.3.1. Honorary Members:
5.3.1.1. Subject to Sub-Rule (b) of this Rule, the Organization shall have power to admit persons the committee thinks fit as honorary members.
5.3.1.2. Honorary members shall be entitled to the benefits mentioned in these rules.
5.3.1.3. They shall have a right to attend all meetings, but shall not be entitled to vote. No honorary member shall hold any office in the organization.
5.3.2. Associate Membership: A person may be admitted to be an Associate Member if such person is interested in furthering the objects of the Organisation.
5.3.3. Student Membership: A person may be admitted to be a Student Member if such person:
5.3.3.1. is a registered student of an Approved Educational Institution, and whose main area of study is in ICT; or
5.3.3.2. was, within the year immediately preceding the application for membership, a registered student of an Approved Institution and whose main area of study was in ICT.
5.4. Misconduct of Members
5.4.1. The Executive Committee shall have the power to recommend at the next General Meeting expulsion, suspension or the imposition of a fine not exceeding $500.00EC on any member who, in its opinion, finds any member guilty of such misconduct or unseemly behaviour within or without the precincts of the meeting hall of the Organisation, as will bring the organization into disrepute.
5.4.2. The member concerned shall be served with a copy of the charge laid against him or her at least three (3) days before the date fixed for the hearing thereof.
5.4.3. All fines and levies shall be regarded as membership fees and the provisions of these rules as to arrears of contributions shall apply.
5.4.4. No persons expelled under the provisions of this rule shall apply for reenrollment until six (6) months has elapsed.
5.5. Disqualification and Forfeiture of Membership
5.5.1. Membership shall be terminated by:-
5.5.2. If any member acts in anyway detrimental to the interests of the Organization, such member shall be expelled by a vote of two-thirds of the members present at a General Meeting upon a charge communicated to him in writing by the Executive Committee, not less-than one week before the meeting.
5.6. Arrears
5.6.1. Any ordinary member, three (3) months or more in arrears of subscription shall be deemed unfinancial.
5.6.2. An unfinancial member shall have no voting rights whatever in the business of the time, and shall not be entitled to any benefits of the Organization.
5.6.3. Any ordinary member who remains unfinancial for twelve (12) months or more shall cease to be a member of the Organization provided that he may be readmitted as a member on payment of the subscription fee and arrears in respect of subscriptions for the specific class of membership.
6. APPLICATION OF FUNDS
6.1. All monies received on account of subscriptions, levies, donations, or otherwise and interest on investments shall be applied in carrying out the objects of the Organisation, and in paying the expenses of management according to the Rules.
6.2. Any officer misapplying the funds shall repay the amount misapplied and be excluded without prejudice to his ability to prosecution for such misapplication.
7. BENEFITS
7.1. The benefits of the Organization shall, in so far as it is possible, be extended to financial members only.
7.2. The benefits of the Organization shall consist of those facilities mentioned in its objectives, to which the members, by the decision of the General Meeting, have specially subscribed.
7.3. Benefits shall not be of a personal or private nature.
8. MEETINGS
8.1. The General Meeting of members shall be the supreme authority in the Organization.
a) The General Meeting of the Organization shall be held once quarterly. b) The Annual General Meeting of members shall be convened by the committee as soon as the report on the audit of the accounts of the registered Organization by the Registrar or person authorized by him is received by the committee. At least eight (8) clear days notice shall be given before any such General Meeting is held.
c) A Special General Meeting shall be held whenever the Executive Committee thinks it expedient, or whenever the majority member so request in writing delivered to the Secretary.
d) Notice of any Special General Meeting stating the business to be transacted at such meeting, shall be given by a printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each Member entitled to attend such meeting, in the manner specified in the paragraph below, not less than 7 days before the day of the meeting. Notice of a meeting at which special business is to be transacted shall state (i) the nature of that business in sufficient detail to permit the member to form reasoned judgement thereon, and (ii) the text of any special resolution to be submitted to the meeting.
e) Any notice to be sent to any Member, may be delivered personally or sent by prepaid mail or cable, telex or electronic mail to any such person at his latest address as shown in the records of the Organisation or in the latest notice.
f) When the members request that a Special Meeting be held, twenty-one days notice stating the reason thereof shall be given in writing to the Secretary.
g) All General Meetings shall be held at the registered office unless the Executive Committee (either generally or in a particular case) otherwise decide.
h) Committee Meetings shall be held at the discretion of the Head and Co-head of each committee.
i) If within one hour from the time appointed for the meeting, a quorum (as defined in Clause 26) is not present, the meeting if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, if at the adjourned meeting a quorum is not present within one hour from the time appointed, for the meeting, then the meeting shall stand adjourned until such time as a quorum can be formed.
j) The President may, with the consent of any meeting at which a quorum is present (and shall if so, directed by the meeting) adjourn the meeting from time to time and from place to place, but only business left unfinished shall be discussed at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting, save as aforesaid it shall not be necessary to give any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
9. RIGHT OF VOTING
9.1. Every member present (and not disqualified by arrears or otherwise mentioned in these) shall have one vote, and when votes are equal the presiding officer shall have an additional or casting vote.
9.2. At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a ballot is demanded before or on the declaration of the result of the show of hands.
10. AMENDMENT OF RULES
10.1. No new rule shall be made, nor shall-any of the rules herein contained or hereafter to be made, be amended or rescinded unless with the consent of two third of the total membership at a General Meeting specially called for the purpose.
10.2. No new or amendment rule is valid unless registered by the Registrar.
11. APPOINTMENT OF OFFICE
11.1. All officers shall be elected annually at a General Meeting, and at every such meeting the said officers shall be elected by a majority of the members present and entitled to vote. On the failure of election those last appointed shall continue in office.
11.2. No candidate shall be submitted for election except if his proposer and seconder are both voting members in good financial standing of the Organization.
11.3. The officers appointed at the Annual General Meeting for the Executive Committee shall consist of: a President, a Vice President, Secretary, a Treasurer, Assistant Secretary, two Committee members and two trustees.
11.4. All officers shall be over 21 years of age. A member shall not be nominated for office who is three months or more in arrears with his subscriptions. The same person shall not be Secretary or Treasurer and Trustee of the Organization.
11.5. In case any officer other than a Trustee shall die, resign, be removed or become unfit or incapable to act, the Executive Committee may at any time appoint a person to fill the vacancy until the next Annual General Meeting, unless the vacancy is previously filled at a Special General Meeting.
11.6. In the event of any Trustee, dying, resigning, or being removed from office, another shall be elected by a resolution of a majority of the members present and entitled to vote at the Annual General Meeting or at a Special General Meeting to fill the vacancy. Every resolution appointing a trustee shall be entered in the minutes of the meeting at which he is appointed.
11.7. A copy of such resolution signed by such Trustee shall be forwarded within fourteen (14) days by the Secretary to the Registrar.
11.8. No officer or assistant of the Organisation shall at any time hold more than two offices.
11.9. No person who is bankrupt or who has compounded with his creditors or who has made arrangement or composition with his creditors under the insolvency act, the Bankruptcy Act or any other act, shall be appointed, or if appointed shall act as the President, Vice President, Secretary, Assistant Secretary, Treasurer or Trustee of the Organization
11.10. A person shall be disqualified from being an officer of the Organisation if within the previous ten (10) years he has been convicted of any offence involving dishonesty.
12. THE EXECUTIVE COMMITTEE
12.1. The Executive Committee shall meet at least once every month on days and hours as may be agreed from time to time. The President or if he be absent, the Vice –president, shall preside. Any five Committee members shall form a quorum and shall have full power to superintend and conduct the business of the Organization according to the Rules thereof, and shall in all things act for and in the name of the Organization. Every question shall be decided by a majority of votes, and if the votes are equal the President shall have a casting in addition to his vote as a member.
13. REMOVAL OF EXECUTIVES
13.1. Any officer may be removed whenever it is necessary and desirable before his term of office expires. To effect this, an application in writing stating the reason for such removal shall be made to the Secretary, who would summon a Special General Meeting at which the matter shall be decided by the majority of votes of the members present.
13.2. In the event of the Executive Committee not functioning in the best interest of the Organization, the members may request that a Special Meeting be summoned for the purpose of considering the matter, and if in the opinion of the majority of members present, the Executive Committee should be removed, the members shall call upon them forthwith to vacate their seats. The Executive Committee may appeal the decision
13.3. The Executive Committee having vacated their seats, the members shall have the power there and then to elect a new Executive Committee.
14. PRESIDENT
14.1. The President shall preside at all meetings of the Organization. He/she shall preserve order, and administrate the business of the Organization in accordance with the rules. He/she shall have an original vote at meetings over which he presides, as well as a casting vote in case there is an equality of votes in deciding any matter.
15. VICE PRESIDENT
15.1. The Vice-President shall assist the President in all his/her duties and shall act as President in his/her absence.
15.2. In the absence of the President and Vice-President, the Secretary shall preside.
16. SECRETARY & ASSISTANT SECRETARY
16.1. He/she shall record correctly the names of the officers, members of the Executive Committee, trustee and other members there present, and the minute of the proceedings, which he shall transcribe into a book to be authenticated by the signature of the President as the proceedings of the meeting.
16.2. In the absence the Secretary the Assistant Secretary shall attend all meetings of the Organization, and of the Executive Committee.
16.3. He/she shall receive proposals for admission to the Organization, he/she shall at the close of every Meeting; or in case of receipts at other times, forthwith hand over all moneys received by him to the Treasurer.
16.4. He/she shall produce all books, documents, property and money of the Organisation in his possession, and render a full and clear account at each audit and whenever required by resolution of the Organization or of the Executive Committee or by the trustees. He/she shall also pay over all money, and give up all books, documents and property belonging to the Organization when ordered to do so by the Executive Committee.
16.5. He/she shall summon and give due notice to all meetings of the Organization and of the Executive Committee, and keep the account’s, documents and papers of the Organisation in such manner and for purposes as the Executive Committee may appoint and shall prepare all returns and other documents required by the act and duly forward them to the Registrar.
16.6. The Secretary shall, on all occasions, in the execution of his/her office, act under the superintendence, control and direction of the Executive Committee.
17. TRUSTEES
17.1. All deeds, documents of title and securities for money shall be held by a Trustee, who shall take such measures for the safe custody and preservation thereof, at the expense of the Organization as they think fit, and they shall be ‘responsible for the safe custody of all deeds, documents and securities as are placed in their hands, or under their control and shall produce them for inspection by the auditors when required by a resolution of a general Meeting of the Executive Committee.
17.2. The Trustees shall be the persons to sue and be sued on behalf of the Organization.
17.3. If any trustee, being removed from office, refuses or neglects to assign or transfer any property of the Organization as a General Meeting may direct, such trustee may be expelled further to the consideration of the general membership at the next general meeting. If said member is so expelled, said member shall cease to have any claim on the Organization without prejudice to any liability to prosecution.
18. TREASURER
18.1. The Treasurer shall be responsible for all funds of the Organization, which are not invested and pay all demands when ordered to do so by the Organization or by the Executive Committee or by the President and Secretary for the time being.
18.2. He/she shall not pay any money without written authority signed by the President and the Secretary, or another officer in case of incapacity of the President or the Secretary.
18.3. He/she shall produce all books, documents, property and money of the Organisation in his possession and render a full and clear account at each audit whenever required by resolution of the Organisation, or of the Executive Committee or by the Trustee(s). He/she shall also give up all books, documents, moneys and property of the Organization in his/her possession when required to do so by a resolution of the Organization, or of the Executive Committee or by the Trustees.
19. MANAGEMENT OF FUNDS
19.1. Investment of Funds
19.1.1. The trustees of the Organisation may, with the consent of the committee or of a majority of the members present and entitled to vote in general meeting, invest the funds of the Organisation or branch, or any part thereof, to any amount in any of the following ways
19.1.2. In a savings bank; or
19.1.3. In the purchase of land, or in the erection or alteration of offices or other buildings thereon; or
19.1.4. Upon any other security expressly directed by the rules of the Organisation not being personal security, except as in the Friendly Societies Act authorized with respect to loans; or
19.1.5. In any investment in which trustees are for the time being by law authorized to invest trust funds.
19.2. Audit
19.2.1. The Organization shall, once at least in every year, submit its accounts for audit to the prescribed person or persons at the prescribed time and shall pay the prescribed fees to such persons.
19.2.2. The prescribed persons shall have access to all the books and accounts of the Organisation, and shall examine the annual return mentioned in the Friendly Societies Act, and verify the annual return with the accounts, contribution cards, and vouchers relating thereto, and shall either sign the annual return as found by them to be correct, duly vouched, and in accordance with law, or specially report to the Organisation or branch in what respects they find it incorrect, unvouched, or not in accordance with law.
19.3. Annual Return
19.3.1. Every year before the 31st day of March, the Secretary of the Organization shall send to the Registrar a general statement (to be called “Annual Return’) of the receipts and expenditure, funds and effects of the Organization, and the statement shall show separately the expenditure in respect of the several objectives of the Organization and shall be made out on the thirty first (31st) day of December, the last day inclusive.
19.4. Inspection of Books
19.4.1. The Registrar may, if he thinks fit, appoint a qualified person to inspect the books of the Organisation and to report thereon at the costs and charges of the Organisation.
19.4.2. In case any member of the Organisation applies to the Registrar to direct an inspection of the books of the Organisation, the Registrar may, in his absolute discretion, make it a condition of granting the application that such member deposit such sum as will be, in the opinion of the Registrar, sufficient to cover the costs and charges of such inspection.
19.4.3. The Registrar may, after the inspection is over and in his absolute discretion, either return such sum to the member or cause to be repaid to the Organisation the costs to which it has been put in and over such inspection out of such sum; the balance, if any, being returned to the member so depositing as aforesaid.
19.4.4. A person appointed under this section shall have power to make copies of any book of the Organisation, and to take extracts therefrom, at all reasonable hours, at the registered office of the Organisation or at any place where the books are kept.
19.4.5. Any person, whether connected with the Organisation or not, who hinders, obstructs, or molests any person appointed by the Registrar to inspect the books of such Organisation shall be liable to a penalty not exceeding five hundred dollars, or to imprisonment with or without hard labour, for any term not exceeding one month, or to both.
19.4.6. The Executive Committee shall cause the books of the Organization to be available for the inspection by any member or person having an interest in the funds of the Organization at all reasonable hours, at the registered office of the Organization, or at any place where the books are kept and it shall be the duty of the Secretary to produce the same accordingly.
19.4.7. It shall be the duty of the Executive Committee to keep a copy of the last annual balance sheet together with any special report of the auditors, always stored in a conspicuous place at the registered office of the organization.
19.4.8. A member or person having an interest in the funds of the Organisation may inspect the books at all reasonable hours at the registered office of the society or branch, or at any place where the books are kept, except that the member or person shall not, unless he is an officer of the society or branch, or is specially authorized by a resolution of the Organisation to do so, have the right to inspect the loan account of any other member without the written consent of that member.
19.5. Accounts
19.5.1. The Executive Committee shall cause the accounts of the Organization to be kept regularly by the Secretary in proper books.
19.6. Valuation
19.6.1. The Organisation shall, except as in this section provided, once at least in every five years either
19.6.2. cause its assets and liabilities to be valued by a valuer to be appointed by the Organisation or branch and approved by the Registrar, and send to the Registrar a report on the condition of the Organisation or branch; or
19.6.3. send to the Registrar a return of the benefits assured and contributions receivable from all the members of the Organisation or branch, and of all its funds and effects, debts and credits, accompanied by such evidence in support thereof as the Registrar prescribes.
19.6.4. If the Organisation sends to the Registrar such report as aforesaid, the report shall
19.6.5. be signed by the valuer; and
19.6.6. state the address and calling or profession of
the valuer; and
19.6.7. contain an abstract to be made by the valuer of the results of his valuation, together with a statement containing such information with respect to the benefits assured and the contributions receivable by the Organisation or branch and of its funds and effects, debts and credits, as the Registrar may require.
19.6.8. If the Organisation sends to the Registrar such return as aforesaid, he shall cause the assets and liabilities of the Organisation or branch to be valued and reported on by some qualified person, and shall send to the Organisation or branch a copy of the report and an abstract of the results of the valuation.
19.7. Cash Balance at Year-End
19.7.1. All cash balance shall be paid into the bank on or before the last day of December.
20. DISPUTES
20.1. If any dispute shall arise between a member or a person claiming through a member or under the rules or any person aggrieved who has ceased to be a member or any person claiming through such person aggrieved and the Organisation or any officer of the Organization, it shall be decided by reference to Arbitration.
20.2. Five arbitrators shall be elected at a General Meeting none of them being directly or indirectly interested in the funds of the Organization; and any vacancies shall be filled at a General Meeting. In each case of dispute, the names of the arbitrators shall be written on pieces of paper and placed in a box, and the three whose names are first drawn out by the complaining party or by someone appointed by them, shall be the arbitrators to decide on the matter in dispute.
20.3. Appeal if any, can be made to the Registrar of Friendly Societies.
21. VOLUNTARY RETIREMENT
21.1. Any member shall be entitled to withdraw at any time from the Organization by tendering his resignation to the Secretary in writing.
22. SEAL
22.1. The organization shall have a seal in the form of a rubber stamp with the name of the Organization embossed thereon. The seal shall be affixed to all correspondence and documents of the Organization. Such seal must be kept in the custody and possession of the Secretary or any other individual as may be agreed upon by the Executive Committee.
23. VOLUNTARY DISSOLUTION
23.1. The Organization may at any time be dissolved by the consent of five-sixths in value of the members, including honorary members, if any, testified by their signatures to an instrument of dissolution and also by written consent of every person for the time being receiving or entitled to receive any relief, annuity or other benefits from the fund, unless the claim of that person is first duly satisfied or adequate provision is made for satisfying such claim.
23.2. Upon dissolution of the organization all the remaining assets shall be given to a charitable organization registered to fulfill the same objectives the organization was registered for.
24. APPLICATION
24.1. One-fifth of the total number of members, or if the number of member is 1,000 or more, then number of members, as is prescribed by the Act, by an application in writing to the Registrar, signed by them on that behalf, may apply for:
a) the appointment of one or more inspectors to examine into and report on the affairs of the Organization;
b) the calling of a Special Meeting of the Organization;
c) the investigating into the affairs of the Organization with a view to the dissolution thereof where the funds are insufficient to meet the existing claims thereon, or the rates of contribution fixed in the rules are insufficient to cover the benefits assured.
d)winding up of the Organisation.
25. DONATIONS
25.1. The Executive Committee shall have power to accept donations on behalf of the Organization.
26. QUORUM
26.1. One third of the ordinary members shall constitute a quorum for any meeting other than a meeting of the Executive Committee. Provided that a Special General Meeting called for the purpose of amending these rules the quorum shall be two thirds of the total membership.
26.2. Five persons shall constitute the quorum for the Executive Committee meetings
27. COPIES OF RULES
27.1. The Executive Committee shall relieve to every person on demand of a printed copy, a copy of the rules on payment of $0.12c for members and $0.24c for non-members.