MYANMAR INTERNATIONAL FREIGHT FORWARDERS’ ASSOCIATION (MIFFA)

Memorandum of Association

1. Title

This Association shall be called Þ _refrmEdkifiH t_ynf_ynfqdkif&m ukefpnfydkhaqmifa&;

0efaqmifr+ vkyfief;@Sifrsm;toif; ß in the Myanmar script and “ Myanmar International Freight

Forwarders’ Association ( MIFFA ) ” in English.

2. Interpretation

“Association” means the Myanmar International Freight Forwarders’ Association.

3. Location of the Association

The registered location of the Association shall be in Yangon.

4. The Objectives of the Establishment of the Association

The objectives of the Association are as follows: -

(a) To support and assist in the successful and smooth performance of the international freight forwarding services of the members without taking into account of benefits;

(b) To promote international freight forwarding activities of the members to meet international standards;

(c) To carry out for the development and expansion of international freight forwarding market;

(d) To endeavour for enabling to join the international and regional freight forwarding service enterprises and associations and cooperation thereof;

(e) To support and assist members for successful implementation in negotiating and entering agreements for international freight forwarding;

(f) To settle the disputes and solve the problems arising between members, or between members and non-members;

(g) To join together in harmony and to mutually exchange views on technical matters, information and research, related to international freight forwarding;

(h) To cooperate with the Government in promoting international freight forwarding activities of Myanmar so that they will be on a par with world standard in conformity with the economic objectives.

(i) To distribute the experiences on technical know-how and information related to international freight forwarding among the members;

(j) To carry out in conformity with the policy and guidance of the Government.

5. Conditions to be observed by the Association

The Association shall observe the conditions laid down by the relevant ministry of the

Union of Myanmar.

6. Conditions to be observed by the members of the Association

The members –

(a) shall not give or transfer the properties of the Association by any means to any

person.

(b) shall not give or transfer the properties of the Association by any means to any member. Such gift and transfer shall not be accepted by the members.

7. Liability of the person who violates the conditions contained in Paragraph 6

The liability of the member who in violation of any of the conditions that include in

Paragraph 6 shall be unlimited.

8. Financial liability at the time of dissolving the Association

(a) In dissolving the Association, the following members shall have the liability to

pay proportionately not in excess of the annual fees subscribed by the member

regarding the money, properties and services that shall be paid in terms of

money by the Association : -

(1) Member existing as member at the time the Association is in the process of dissolving;

(2) member who has withdrawn or terminated from membership in a span of one year before dissolving the Association.

(b) The liability in regards of payment of debt to the Association of the member who

violates the conditions contained in Paragraph 6 shall be unlimited.

9. Administration of the remaining money and properties after dissolving the Association

If money and property remain after paying the debt of liability due after dissolving the

Association –

(a) Such remaining money and property shall not be distributed among the members ; (b) Such remaining money and property shall be donated to another association

having the same objectives; and (c) If not carried out in conformity with above sub-paragraphs (a) and (b), it shall be

performed in accordance with the decision and judgment of the Court having

jurisdiction.

10. Performance in accordance with the existing laws, rules, orders and directives

For the successful implementation of the objectives of the Association, the existing

laws, rules, and procedures prescribed by the State as well as the notifications, orders, directives

and instructions issued by the respective Government departments and organizations shall be

observed.

In witness whereof, on ---------------, 2015 the undersigned numbering ( ) persons

mentioned in the Table below, have signed solemnly declaring to carry out for successful

implementation of the objectives of the Association and for its development in conformity with

the changing situations and in accordance with the consensus adopted at the general meeting

within the framework of this Memorandum of Association.

Myanmar International Freight Forwarders' Association (MIFFA)

Articles of Association

Chapter (1)

Name, Definition and Emblem

1. Name

This association shall be called "Myanmar International Freight Forwarders' Association

(MIFFA)".

2. Definition

The expressions in this article of association shall carry the meaning as described in the

Myanmar Companies Act

(a) "Association" means Myanmar International Freight Forwarders' Association

(MIFFA).

(b) "Entity" means the company or Partnership.

3. Emblem

The Emblem shall have the "MIFFA" letters in blue colour on the golden colour

Myanmar map on the checkered pattern of the globe on the grey colour. On the right of globe

with "MIFFA" the red curved arrow shall be pointed from down to up and on the left size

thereof the blue curved arrow shall be appointed from up to down. The red curved arrow

represents Air Freight and the blue curved arrow, sea freight.

Chapter (2)

Objectives

4. The Objective of the Association is as described in Para (4) of Memorandum of

Association.

Chapter (3)

Type of member qualification and membership

5. The quality of member -

(a) Economic Associations of Myanmar level incorporated under any existing laws.

(b) Private business enterprise incorporated and registered under any existing laws.

(c) Foreign companies, foreign company branches International and local chamber of

commerce.

(d) Intellectual and intelligential Myanmar Citizen competent and Economic.

(e) Enterprise / Association / Society / Company legally registered to conduct any

economic activities.

(f) The membership applicant shall not be any association / personnel who has been

declared as insolvent under law or "Black list".

6. The members are classified as follows: -

(a) Ordinary Member

(b) Associate Member

(c) Life Member

(d) Honorary Chairman and Honorary Member

(a) Ordinary Member

The associations eligible with the qualification under Para (5) and recognized as

member and paying the subscription and annual fees.

(b) Associate Member

(1) Foreign companies, foreign company Branches, International and local

Chamber of Commerce registered lawfully in Myanmar shall be designated as

associate member.

(2) The associate member is entitled to attend the meetings and ceremonies

invited by the association with the right of giving advice, but not entitled to be

elected and to vote.

(c) Life Member

The Member Companies with (5) years service as ordinary member and agreed by

the management committee of association to recognize as life member, and paid life

membership fees as designated.

(d) Honorary Chairman and Honorary Member

(1) Persons who have served as Chairman of the association may be

recognized as Honorary Chairman by the management committee.

(2) Any person designed as Honorary Chairman and Honorary Member who

has served as management committee member for

(3) Honorary Chairman and Honorary Member need not pay subscription and

annual tees.

(4) Honorary Chairman and Honorary Member are entitled to attend and to

give advice. However there shall not be the right of being elected or voting.

7. Membership Application

(a) Any association or person applying for membership shall apply with form (1)

together with the recommendation of (2) members to the secretary of. If applying

as entity with the registration No and Date of the entity, and if it is company with

memorandum of association and Articles of association, if it is partnership with

partnership Agreement, if it is cooperative Societies the copy of article shall be

attached with the application.

(b) The secretariat shall submit the membership application to the management

committee meeting.

(c) The management committee, after scrutinizing whether eligible with the

designated qualifications, shall decide whether to accept as member.

(d) The secretariat shall inform the applicant whether accept or not as member within

(7) days from the date of passing decision by the management committee. If it is

accepted as member, the member certificate (signature) form (2) shall be issued.

(e) The person eligible with membership shall be the member from the date of paying

related subscription and member annual fees.

Chapter (4)

Termination from Membership

8. If one of the following events happen with the member he/she shall be terminated from

membership-

(a) Dead, lunatic

(b) The designation letter is accepted and allowed by the executive committee.

(c) Disqualified as member under Chapter (3).

(d) As failure to pay annual fees for (3) years, and fail to pay within (30) days after

getting the reminder of for the association.

(e) Breach of any of memorandum of association and Articles of association.

(f) Violation of the resolution of the annual general meeting and meetings (or) EC

meeting.

(g) Declared as "black List" by the related government department or institution.

(h) Convicted with the offence related with character (or) offence encroaching the

security of the state.

Chapter (5)

The Register of Members

9. The secretariat Office shall compile the register of member at the office of association

under the supervision of management committee will the following points.

(a) The name of member, the association registration member, date, and the N.R.C

No.

(b) The name and type of business activities, the office address, contact, phone, fax,

email.

(c) Date of Membership.

Chapter (6)

The Responsibility and Right of the members

10. Obligation of Members -

The obligations of members are as follows : -

(a) Cooperate with necessary assistance with the intension to the successful

development and upgrading the reputation of the association.

(b) Shall participate for the successful completion of the objectives and responsibility

of association.

(c) Shall pay the designated subscription and annual fees without fail.

(d) Shall observe the resolution of the annual general meeting, EC meeting and

management committee meeting and the order and directive promulgated from

time to time by the state.

(e) Shall conduct and maintain the unity of the members of association. Formation of

group or sect not to be conducted.

(f) The duty delegated by the association shall be fulfilled.

11. The right of members

The right of members are as follows:-

(a) Entitled to attend, discuss and advice at the meetings workshops and seminar and

events invited by the association.

(b) Entitled to attend and study at the local and International training courses,

workshop, study tours and trade exhibitions.

(c) Entitled to receive information, documentation published and distributed by the

association, and to enjoy the services.

(d) Entitled to discuss, question, propose, protects and vote at the annual general

meeting, and other related meeting of the association on invitation.

(Although the associate member, honorary chairman and honorary member have

the right to attend and advice, yet the have no right to be elected and to vote.)

(e) Entitled to submit good advice and study papers with a view to the successful the

development of association.

(f) Entitled to be elected as EC member as per the provisions of the association.

He/she must have at least (2) years service prior to the election.

(g) A member is entitled with only one vote at any poll.

(h) A member is entitled to submit for the assistance for the difficulties arising during

his/her work activities.

Chapter (7)

Subscription and Annual fees of members

12. The Subscription and annual fees of the members are as follows:-

(a) The subscription of ordinary member is MMK 100,000/-

(MMK One Lakh Only) and annual fees is MMK 100,000/- (MMK One Lakh

only).

(b) The Subscription of Associate member is MMK 300,000/-

(MMK one Lakh only) and annual fees is MMK 100,000/-(MMK one Lakh only).

13. (a) The Ordinary member and associate member shall pay subscription and annual

fees together. The annual fees shall be paid at the latest of much every year.

(b) Honorary chairman and honorary member need not pay subscription and annual

fees.

14. The subscription and annual fees can be conducted with the resolution of management

committee as necessary and may be revised with the approval of ¾ attendees of the nearest

general meeting.

Chapter (8)

The Executive Committee of the Association

15. The Executive committee consistence of minimum (11)and maximum (13) shall be

elected from the ordinary members at the general meeting to implement the objective of the

association successfully.

16. Unless otherwise having decision elect at the general meeting, the EC members shall be

elected with secret voting. The propose person to be elected as EC members with the support of

(2) members shall be nominated to the general meeting.

17. After lining up the elected EC members from the most voting to the lease voting, the

provided number of be filed in line as alternate EC members. If the proposed number of EC

members is more than (30) under Para (15) the election may be made with the consensus

members attending the meeting.

18. The lowest to person in the line up to be elected as EC members are equal in the number

of voting, the said (2) persons shall be elected second time. If voting is in tie again they will be

elected by ballot system.

19. The tenure of EC member is (3) years.

20. As the association has developed, the executive committee may form office staff as

necessary.

21. If any EC member happen to have one of the following cause, he/she automatically

terminated from office of EC members:-

(a) Death, lunacy

(b) Expiry of office term

(c) Submission of voluntary designation letter.

(d) Termination from membership

(e) Removal by voting at the general meeting.

(f) Termination from post under the Myanmar Companies Act.

(g) (B) consecutive absent to attend monthly EC meetings (or) monthly management

committee meeting without reasonable cause, (or) failure to attend 50% of the

monthly regular meeting through-out the year.

22. In the place of EC members terminated from post, any person from the line up of

alternate EC members made under Para (20) shall be substituted in the post.

23. If the whole executive committee abandon the post or terminated from post prior to

annual general meeting, the general meeting shall be called and the election of executive

committee shall be conducted as per this article of association.

24. If the 30% of EC member attend the meeting, the quorum of the meeting shall be valid.

25. If the resolutions passed by the executive committee is contrary to memorandum of

association and Articles of Association, it shall be null and void.

26. At the management committee meeting, if chairman is present, by the Chairman, and if

both Chairman and Deputy Chairman are not present, any management committee member shall

act as Chairman.

27. The resolution of EC meeting shall be passed by the majority voting.

28. The EC meeting shall be convened at least once a month.

If necessary the extra-ordinary EC meeting may be held.

29. If asked by 45% of management committee (or) 45% of members the extra-ordinary EC

meeting shall be held.

30. The Executive committee abandoning post –

(a) The list of new Executive committee elected by General meeting shall be sent to

the company registration officer with report within (30) days of completion of election.

The change of duty shall be made to the New Executive committee within (30)days of

receipt of permission from companies registration officer.

(b) Is responsible to continue to conduct all matters up to permission of new

executive committee is put down from the companies registration officer.

Chapter (10)

The Authority and Responsibility of Executive Committee

31. The obligations of executive committee are as follows : -

(a) To administer and conduct the activities of the association as per the arties of

association the resolution of annual general meeting and general meetings.

(b) Conducting of the activities of each executive committee member as per the

resolution of EC meeting.

(c) Setting down guide line and functional conditions for the success of the objectives

of the association.

(d) Formation of self committees with the leadership of EC member for running the

activities of association will, substitution of the vacant post and removal from office.

(e) Appointment of members and outside personnel as the experts and consultants.

(f) The appointment of auditor to audit the financial matters of the association at the

general meeting.

(g) Communication for getting technical assistance and financial support from UN

organization non-government similar international institution.

(h) Appointment of necessary office staff.

(i) Conducting other necessary activities related with the association.

Chapter (9)

Management Committee of the Association

32. If having (3)years of EC service, it is entitled to participate elected to management

committee.

33. The Executive Committee members shall elect the following management committee

post and duties with secret voting.

(a) Chairman (1)

(b) DY Chairman (3)

(c) General Secretary (1)

(d) Joint Secretary (3)

(e) Treasurer (1)

(f) Joint Treasurer (1)

(g) Auditor (1)

Total (11)

34. The obligations of chairman

The obligations of chairman are as follows : -

(a) Leadership must be provided for the success of activities by successfully

achieving the objective of association.

(b) Division of Responsibility shall be provided to management committee members

and EC member as necessary.

(c) By monitoring the financial matters, funding matters and budget of the association

necessary command and control must be provided.

(d) To always conduct for the all-round development of the association, members,

private business owners.

(e) The meetings, workshop and ceremonies sponsors by the Management committee

and EC committee shall be supervise by leading as the position of chairman.

When chairman is absent any DY chairman may be delegated.

(f) The formation of the affairs / work committee necessary for the association shall

be arranged with leadership.

(g) The necessary leading supervision shall be provided for holding the annual

general meeting of the association.

(h) For the smooth and systematic success of the activities of the association office

and branch offices supervision and guidance shall be provided for the

appointment of office staff and performance of office work.

(i) The necessary leadership and supervision must be provided for the

implementation of resolution of the meeting and work-shops sponsors by the

association.

(j) The Chairman of the management committee has the right to spend the amount of

money not more than designated for each function to be successful. If any

reasonable cause to use more than the said the amounts he has the right to spend

and take the approval of the nearest meeting of EC or management committee.

35. The obligations of DY Chairman.

The Obligations of DY Chairman are as follows:-

(a) The Duties provided by the chairman shall be conducted by taking the

responsibility of chairman.

(b) When Chairman is absent any deputy chairman delegated by the chairman shall

conduct the duty of chairman.

(c) The deputy Chairman shall provide leadership and guidance on behalf of

Chairman for the successful development of the sector delegated to him.

(d) The Deputy chairman has the right to spend the amount of money for each

function not more than designated by management committee.

(e) The organization must be conducted for the solidarity, unity and advancement of

the association.

36. The obligation of General secretary and Joint Secretary

The obligation of General Secretary and Joint Secretary of the association as follows:-

(a) Shall be responsible to the Chairman and Deputy Chairman.

(b) The Successful achievement of the objectives of the association and successful

completion of the activities shall be implemented.

(c) For the systematic success of Office work of the association, by taking whole time

or part time duty the supervision and control must be conducted.

(d) To successfully completion of the ceremony conducted by the association

including meetings, gathering, seminar, exhibition, training courses, workshops of

the association, the detail activities shall be conducted with supervision.

(e) To successfully implement the resolution of the meeting of association, the

guidance of chairman and deputy chairman it must be conducted with supervision.

(f) By preparing the report of the activities of domestic and foreign works, and

financial condition of the association, submission to the meeting of EC

Management Committee and annual general meeting, and submission of report to

the related ministry shall be supervised.

(g) Appointment of Staff, delegation of duty, development of human resource,

encouragement of the staff to work successfully with systematic waves,

promotion, action taking and penalty etc all employees affairs shall be

systematically guided with supervision.

(h) The general secretary and joint secretary have the right to spend the amount of

money for each operation not more than designated by management committee

for the success of activities of association.

(i) Joint General Secretary shall be responsible to general secretary.

(j) The Joint general secretary shall conduct the duty provided by the general

secretary.

(k) When the general secretary is absent any joint general secretary delegated by the

general secretary shall conduct the duty of general secretary.

37. The Obligations of Treasures and Joint Treasures

The obligations of Treasures and Joint Treasures of the association shall be as follows : -

(a) The Systematic control and issue of the association fund shall be systematically

accountant as per the financial regulation.

(b) By designating the annual budget of the association, watching and scrutinizing account

heading wise spending conditions the situation shall be submitted to EC and management

committee.

(c) As per the resolution of management committee the money not more than the amount

permitted in hand may be kept in hand with the right to spend.

(d) The budget account statement and the financial situation of the association shall be

accounted and closing of account as designated, to be submitted to management

committee, EC and annual general meeting as necessary the recording and approval shall

be conducted.

(e) The debt money due to the association shall be claimed in time and accountant and paid

to the bank, the demand for expenditure shall be scrutinized whether in line with

provision and issue shall be systematically conducted.

(f) When the treasures is absent, his/her responsibility shall be undertaken by the Joint

secretary.

(g) The Joint Treasurer shall conduct duties delegated by treasurer.

(h) The auditor of association shall be helped by explaining the necessary documentary

evidence.

38. The Obligations of the auditor

The Obligations of the association auditor are as follows : -

(a) The budget accounts, documents, material and work of the association shall be regularly

audited every (3) months.

(b) Finding of regular auditing shall be submitted to management committee and EC.

(c) The annual account statement of the association ending on the 31, march and the audit

report shall be repaired and submitted to the general meeting and get approval.

39. The Obligation of management committee

The Obligation the association of management committee are as follows : -

(a) For the successful completion of activities in line with the objectives of association the

leadership and detail supervision shall be conducted on behalf of the EC.

(b) The management matters, budget matter the conducting of activities of the association

shall be supervised scrutinize, providing leadership, with approval and recording.

(c) The expenses more than permitted of association chairman, general secretary, Joint

secretary each may be scrutinizing approved, permitted and recorded.

(d) The choice of bank to be accredited with the association fund and selection of responsible

person to conduct bank transaction may be conducted.

(e) Delegation, sending to local and foreign on duty holding of gathering, workshop seminar,

exhibition and training courses and guidance for spending expenses and approval and

recording may be conduct.

(f) If the activities and financial condition of the association shall be scrutinized and shall be

from time to time submitted to the EC.

Chapter (10)

Formation of Board of Patrons and advisers

40. Board of Patrons

Not more than (3) persons with (6) Patrons quality, fulfill with knowledge and experience

who can provide guidance according to memorandum of association and articles of association

and the existing laws and Regulations to provide guidance on the benefit of association work,

shall be selected and formed by taking the consent of related person with the approval of EC.

The term of the said both of Patron is the same as the term of EC.

41. Board of advisors

Related with the activities of conducted within the regulation of association to take

necessary advise for the systematic and long term sustainable development, the not more than

5% of board of advisors shall be selected and taken the consent of the related person and entity,

it shall be formed with the approval of EC. The term of the said board of advisors is the same as

the term of Ec.

Chapter (11)

The Election Supervision commission

42. Formation of Election commission – To conduct the supervision of election of persons

as member of EC and management committee, the EC Election supervision commission shall be

formed with the person have been experience with the association and having the respect of the

majority.

43. The obligation of election supervision commission

The obligation of election supervision commission are as follows : -

(a) The Supervision shall be conducted based on the resolution of EC and memorandum of

association with a view to be free and fair election.

(b) The election supervision commission (ESC) shall publish the list of person to be elected

as EC prepared by the executive committee by scrutinizing.

(c) Related with election, the commission may designate the appropriate election date by

negotiation with the EC.

(d) The office work and expenses necessary for the election shall be supported by the

association.

(e) After holding the election phases systematically, the election report together with the list

of elected persons shall be submitted to the EC.

(f) Related with the election, for the matters not mentioned in this articles of association, the

commission may conduct by negotiating and deciding with the EC.

44. The Election Procedure

In election of the EC members the following procedures shall be adhered.

(a) The appropriate notification shall be made to submit the self-proposal by the person who

are qualified with to be EC member.

(b) The EC member may also submit self-proposal.

(c) After scrutinizing the list of self-proposing name to participate in EC, the EC shall send

the list of name of person qualified to the ESC.

(d) The ESC shall conduct the secret voting of the member on the proposing person to elect

the number of EC member as Executive committee.

(e) If the self-propose person cannot attend himself/herself on the election date due to

unavoidable causes, the other person with voting right may be assigned as proxy to vote

on behalf of him/her. The himself must submit the letter with the leave letter and to be

elected.

(f) The proxy in the above Para is entitled to vote at every stage of election.

(g) Any proxy is entitled to vote on behalf of only (2) persons who propose to be elected.

(h) Any proxy if the number of self-proposer is more than the said number at every election

stage the majority secret voting shall be exercise for election.

Chapter (11)

Convening of General Meetings

45. (a) The General meeting shall be convened as annual general meeting or as extra-ordinary

general meeting if necessary before convening annual general meeting.

(b) First annual general meeting shall be convened within (18) months of establishing the

association.

46. At least one annual general meeting shall be convened within (1) calendar year. The

duration between two annual general meetings shall not be more than (15) months.

47. The executive committee shall conduct the following prior to (14) days of annual general

meetings.

(a) The agenda with meeting date, time and place shall be sent to each and every members.

(b) The association progress report and audited statement of account shall be sent together

with the letter in sub-Para (a) above.

(c) The annual general meeting news shall be announced by inserting in (1) Myanmar

Newspaper and (1) English Newspaper.

48. If more than 20% of the number of members attend quorum is valid for convening

general meeting or extra-ordinary general meeting.

49. The General meeting shall be commenced as per the prior announcement. If the number

of attendee does not meet the quorum up to (1) hour after commencement of the meeting

the following shall be conducted –

(a) If it is called under the request of members the said meeting shall be dissolved.

(b) If it is not with the request of members, the notice shall be sent to convent the meeting on

the 15th day with the same place time and agenda.

(c) The second meeting will be convened after announcing under subsection (b) above. The

said meeting shall be met with quorum how many member may be attending.

50. One the following shall act as meeting chairman of annual general meeting and extra-

ordinary general meeting

(a) The association chairman shall act as meeting chairman.

(b) Deputy Chairman shall act as meeting chairman, if the chairman is absent.

(c) If the chairman and Deputy Chairman are absent, any management committee member

elected by the attendees of present meeting shall act as meeting chairman.

51. Otherwise any condition is set, any resolution past at the general meeting shall be

determined by the following voting system.

(a) If shall be decided with majority vote by showing hand or finger.

(b) If the EC thinks fit in any special cases or if requested by the 20% of the attendees secret

voting shall be exercised.

(c) If the number of votes are equal the meeting chairman is entitled to cast the deciding

vote.

52. The General secretary shall prepare the annual report to be presented to general meeting

based on the following meeting minute sheet –

(a) The meeting minute sheet and performance of EC.

(b) Meeting minute sheet and performance of sub-committee.

53. The approved meeting minute sheet shall be arranged to study during office hour of the

office opening date.

54. The following shall be conducted at the annual general meeting

(a) approving the previous meeting minute sheet.

(b) The conducted annual report to be presented, discussed reviewed and advised.

(c) Presentation and approval of account statement.

(d) Election of the EC member

(e) The auditor is appointed by the EC.

(f) Conferment of award and presentation of honorary gifts (if any).

55. The resolution of annual general meeting or extra-ordinary general meeting shall be sent

to company registration officer for registration within (15) days of passing the resolution.

Convening of EC meeting

(a) At least one meeting per month shall be made. The date of regular meeting for (1) year

shall be prepared and notified to the member.

(b) Any appropriate notice shall be sent prior to (15)days of the meeting.

(c) If the meeting cannot be convened due to unavoidable causes it may be postponed not

later than (15) days.

(d) If the 30% of the EC member attend the quorum will be valid for the meeting. If the first

time is valid for the meeting the second time shall be called within (10) days. If 20%

attend the second meeting the quorum is valid for the meeting.

(e) Resolution shall be passed at the meeting by polling.

(f) The meeting minute sheet shall be systematically prepared and sent to the concerning

person.

(g) If necessary the extra-ordinary / emergency meeting other than the regular meeting may

be convened by giving notice.

Convening management committee meeting

57. The regular management committee meeting shall be conducted as follows : -

(a) At least once a month shall be regularly conducted. The date of regular meeting shall be

drawn up and notified to the committee members.

(b) The notice shall be sent by any appropriate means prior (3) days to the meeting.

(c) If the 30% of management committee member attend the quorum for meeting is valid. If

the first meeting is not valid, the second meeting shall be notified within (7) days.

(d) If necessary to pass resolution by polling, it will be done so with voting.

(e) The meeting minute sheet shall be prepared and sent to the concerning persons within

(10) days.

(f) If necessary other than regular meeting extra-ordinary/Emergency meeting may be

convened by giving notice.

Voting

58. At any meeting if the majority vote of the person with voting right is necessary, unless

otherwise with other means, the voting may be conducted by exercising one of the

following methods.

(a) The majority vote may be prevailing by taking voice voting with asking (3) times

whether consent or not (or) any objection or not (or) by showing hand/fingers.

(b) If it is extra-ordinary matter the secret voting is taken from the attends the resolution shall

be passed in favour of the majority vote.

(c) If the number of vote are equal the meeting chairman shall cast the deciding vote.

(d) Any body with the right of voting shall be entitled to give one vote for any one function.

Chapter (12)

The finance funding and Account Statement of the association,

And the audit report

59. The association –

(a) Shall run with own funding.

(b) The financial matter of the association shall be undertaken.

(c) Entitled to receive grant in loan from any government department, institution,

international organization or private person, financial institution.

(d) The money of association shall be deposited at any bank account opened by the BOD,

and maintained and spent as per the financial regulation.

(e) The association own foreign currency shall be deposited at any separate bank account as

per the existing laws.

(f) The subscription and annual fees from the members shall be collected and systematically

looked after.

(g) The funding not necessary to be used for the time being may be managed as per financial

regulations to increase with the association funding.

(h) The association funding shall be spent for the matters related with the benefit of the

association.

60. The association shall conduct the budget account statement and audit report as follows:-

(a) 31, March of the year shall be set as the account closing date of the association.

(b) The treasurer shall draw the financial income and expenditure account.

(c) The audited report shall be prepared not later than February of the year.

(d) At the annual general meeting or extra-ordinary general meeting the account statement

and audit report shall be presented and get approval.

(e) The annual accounts statement of the association shall be sent to the company registration

officer for registration within (21) day of the said meeting.

Chapter (13)

Auditing

61. The auditor –

(a) Shall conduct the following related with finance funding and budget account statement.

(1) Inspection of documents related with finance, document related with income and

expenditure accounts and account books.

(2) Inspection and interview of responsible person, related with the accounts of

income and expenditure.

(b) The financial budget account statement drawn up by the treasurer shall be audited and the

audit report shall be prepared.

59. The EC members and the responsible person of the association monetary matter shall

provide assistance to the auditor of auditing.

Chapter (14)

Amendment of Memorandum of association and Articles of Association

60. If wishing to amend Memorandum of association and Articles of Association it shall be

conducted as follows :-

(a) Which para, which points shall be amended shall be notified in written to each member

(21) days before annual general meeting or extra-ordinary general meeting.

(b) It shall be amended at the annual general meeting or extra-ordinary general meeting.

(c) The resolution shall be passed with the 50% vote of the attending members.

Chapter (15)

Dissolution and liquidation of the Association

61. The association may be liquidated due to one of the following causes.

(a) The wish of all members to dissolve the association.

(b) The judgment of the court to declare as bankruptcy under the law of bankruptcy.

(c) The order of the ministry of national planning and economic development to

dissolve association under Myanmar companies Act.

(d) The order of competent court to dissolve the association under the Myanmar

Companies Act.

62. When dissolving the association the following shall be conducted –

(a) Liquidation notice in written shall be sent to each association member prior (21)

days before convening annual general meeting or extra-ordinary general meeting.

(b) By calling annual general meeting or extra-ordinary general meeting ¾ voting of

the members present at the meeting may dissolve the association.

Chapter (16)

Temporary Executive Committee

63. (a) The persons in the list attach shall conduct as temporary executive committee of the

association before the executive committee is formed in line with this Articles of association.

(b) The temporary executive committee members shall take responsibility until the executive

committee member having elected at the extra-ordinary general meeting convene after the

company registration officer has allowed to establish this association with registration.

Chapter (17)

Miscellaneous

64. These articles of association have been approval under the resolution of extra-ordinary

general meeting convene on year, month, day.

65. This Memorandum of association and Articles of Association shall come into effect from

the date of issuing license to register the association under Myanmar Companies Act

Section (26).