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Philip Gunawardena Commemorative Society (Incorporation) Act
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Philip Gunawardena Commemorative Society (Incorporation) Act
AN ACT TO INCORPORATE THE PHILIP GUNAWARDENA COMMEMORATIVE SOCIETY
Preamble.

WHEREAS a Society called and known as the "Philip Gunawardena Commemorative Society" has heretofore been established in Sri Lanka for the purpose of effectually carrying out its objects and transacting all matters connected with the said Society according to the rules agreed to by its members:

AND WHEREAS the said Society has heretofore successfully carried out and transacted the several objects and matters for which it was established and has applied to be incorporated and it will be for the public advantage to grant the said application:

BE it enacted by the Parliament of the Democratic Socialist Republic of Sri Lanka as follows:-

Short title.

1. This Act may be cited as the Philip Gunawardena Commemorative Society (Incorporation) Act, No. 4 of 2014.

Incorporation of the Philip Gunawardena Commemorative Society.

2. From and after the date of commencement of this Act, such and so many persons as now are members of the "Philip Gunawardena Commemorative Society" (hereinafter referred to as "the Society") and shall hereafter be admitted as members of the Corporation hereby constituted shall be a body corporate with perpetual succession under the name and style of the "Philip Gunawardena Commemorative Society" (hereinafter referred to as "the Corporation") and by that name may sue and be sued with full power and authority to have, and use a common seal and to alter the same at its pleasure.

General objects of the Corporation.

3. The general objects for which the Corporation is constituted are hereby declared to be -

(a) to research into, foster and promote the philosophy and thinking of the late Mr. Philip Gunawardena;

(b) to collect and preserve available materials connected with the philosophy of the late Mr. Philip Gunawardena, including the speeches made, books and articles written on such philosophy;

(c) to carry out various commemorative activities in memory of the late Mr. Philip Gunawardena;

(d) to act in collaboration with Philip Gunawardena Foundation Trust established under the Public Trustee ;

(e) to foster and promote with reference to the philosophy of the late Mr. Philip Gunawardena, social, educational and cultural development of the disadvantaged and marginalized groups, particularly the youth of Sri Lanka;

(f) to propagate the memory and the philosophy of the late Mr. Philip Gunawardena by-

(i) assisting the relevant authorities to establish and maintain institutions such as orphanages and homes for the aged;

(ii) assisting the relevant authorities to establish and maintain vocational training institutions, with a view to promoting self employment among the unemployed youth and to assist such youth to engage successfully in business ventures by providing them with financial, marketing and other necessary assistance;

(iii) assisting the relevant authorities to establish and maintain institutions such as preschools and child care centers and to formulate and implement programmes for the welfare of such children;

(iv) assisting the relevant authorities to establish and maintain libraries and to carry out programmes on the importance of patronizing such libraries;

(v) assisting the relevant authorities to establish and maintain educational institutions;

(vi) granting scholarships and bursaries to deserving students; and

(vii) the provision of food, clothing, shelter and other forms of relief to needy people.

Corporation to ensure no conflict with work of Ministry or Department of the Government or Province.

4. The objects of the Corporation shall be carried out in such manner so as not to create any conflict between the work of the Corporation and any work being carried out simultaneously by any Ministry or Department of the Government or of any Provincial Council.

Management of the affairs of the Corporation.

5.

(1) Subject to the provisions of this Act the management and administration of the affairs of the Corporation shall be carried out by a Committee of Management (hereinafter referred to as the "Committee") consisting of such number of office bearers as may be specified by the rules of the Corporation made under section 7.

(2)

(a) The Committee of the Society that holds office on the day immediately preceding the date of commencement of this Act, shall function as the Committee of the Corporation until the first Committee is appointed or elected in the manner provided for by rules made under section 7.

(b) The first Committee of the Corporation shall be appointed or elected within one year of the date of commencement of this Act.

(3)

(a) Every office bearer of the Committee including the patrons and advisors, shall be appointed or elected for a period of three years and any such office bearer, patron or advisor shall be eligible for re-appointment or re-election after lapse of the said period of three years.

(b) In the event of a vacancy occurring due to death, resignation, incapacity or removal from office of an office bearer, the Committee shall having regard to the rules of the Corporation, elect or appoint a person to fill such vacancy.

(c) The person elected or appointed under paragraph (b) shall hold office only for the unexpired portion of the term of office of the member whom he succeeds.

Powers of the Corporation.

6. Subject to the provisions of this Act and any other written law, the Corporation shall have the power to do, perform and execute all such acts and matters as are necessary or desirable for the promotion or furtherance of the objects of the Corporation or any one of them, including the power-

(a) to purchase, acquire, rent, construct, renovate and otherwise obtain lands or buildings which may be required for the purposes of the Corporation and to deal with or dispose of the same as may be deemed expedient with a view to promoting the objects of the Corporation;

(b) to borrow or raise funds with or without securities and to receive grants, gifts or donations in cash or kind :

Provided that, the Committee shall obtain the prior written approval of the Department of External Resources of the Ministry of the Minister assigned the subject of Finance, in respect of all foreign grants, gifts or donations made to the Corporation.

(c) to make, draw, acccept, discount, endorse, negotiate, buy, sell and issue bills of exchange, cheques, promissory notes and other negotiable instruments and to open, operate, maintain and close accounts in any bank;

(d) to enter into contracts, partnerships or agreements with any Government Department, Provincial Council or non Governmental organization or any other person or institution whether in Sri Lanka or abroad with a view to promoting the objects of the Corporation ;

(e) to invest any funds that are not immediately required for the purposes of the Corporation, in such manner as the Committee may determine;

(f) to undertake, accept execute, perform and administer any lawful trust and conditions affecting any real or personal property with a view to promoting the objects of the Corporation;

(g) to appoint, employ, dismiss or terminate the services of officers and servants of the Corporation and exercise disciplinary control over them and to pay them such salaries, allowances and gratuities as may be determined by the Corporation ;

(h) to organize lectures, seminars and conferences with a view to promoting the objectives of the corporation ;

(i) to liaise and co-ordinate with other local and foreign institutions having similar objects to that of the Corporation;

(j) to train personnel in Sri Lanka or abroad for the purposes of the Corporation ; and

(k) to do all other things as are necessary or expedient for the proper and effective carrying out of the objects of the Corporation.

Rules of the Corporation.

7.

(1) It shall be lawful for the Corporation, from time to time, at any general meeting of the Corporation and by a majority of not less than two-thirds of the members present and voting, to make rules, not inconsistent with the provisions of this Act or any other written law, for all or any of the following matters:–

(a) the classification of membership, admission, withdrawal, expulsion or resignation of members and fees payable by the members;

(b) the election of office bearers of the Committee or vacation of or removal from office of office bearers and the powers, duties and functions of the office bearers ;

(c) the terms and conditions of appointment, powers, functions and duties of various officers, agents and servants of the Corporation ;

(d) the procedure to be followed for the summoning and holding of meetings of the Committee or any sub-committee thereof, notices and agenda of such meetings, the quorum and the conduct of the business thereat;

(e) the qualifactions and disqualifications to be members of the Committee and the Corporation;

(f) the administration and management of the property of the Corporation; and

(g) generally the management of the affairs of the Corporation and the accomplishment of its’ object and dissolution of the Corporation.

(2) Any rule made by the Corporation may be amended, altered, added to or rescinded at a like meeting and in like manner, as a rule made under subsection (1) of this section.

(3) The members of the Corporation shall at all times be subject to the rules of the Corporation made under this section.

Register of members.

8.

(1) The Committee shall maintain a register of members in which name, address and other essential details of the members shall be inscribed.

(2) No member shall exercise his vote in person or by proxy or stand election for any office unless he has paid his subscription and other dues before the annual general meeting of the Corporation.

Fund of the Corporation.

9.

(1) The Corporation shall have its own Fund.

(2) All moneys received by way of gift, bequest, donations, subscription, contribution, fees or grant for and on account of the Corporation shall be deposited in one or more banks approved by the Committee to the credit of the Corporation.

(3) There shall be paid out of the Fund, all sums of money as are required to defray any expenditure incurred by the Corporation in the exercise, performance and discharge of its powers, duties and functions under the Act.

Accounts and Auditing.

10.

(1) The financial year of the Corporation shall be the calendar year.

(2) The Corporation shall cause proper accounts to be kept of its income and expenditure, assets and liabilities and all other transactions of the Corporation.

(3) The accounts of the Corporation shall be audited annually by the Auditor General or a qualified auditor appointed by Auditor General in terms of Article 154 of the Constitution.

(4) For the purposes of this section, "Qualified Auditor" means -

(a) an individual who, being a member of the institute of Chartered Accountants of Sri Lanka, or of any other institute established by law, possesses a certificate to practice as an Accountant issued by the council of such institute; or

(b) a firm of Accountants each of the resident partners of which, being a member of the institute of Chartered Accountants of Sri Lanka or of any other institute established by law, possesses a certificate to practice as an Accountant issued by the Council of such institute.

Debts due by and pyable to the Society.

11. All debts and liabilities of the Society existing on the day immediately preceding the date of commencement of this Act, shall be paid by the Corporation hereby constituted and all debts due to and subscriptions and contributions payable to the Soceity on that day shall be paid to the Corporation for the purposes of this Act.

Corporation may hold property movable and immovable.

12. Subject to the provisions of this Act, the Corporation shall be able and capable in law to take and hold any property, movable or immovable, which may become vested in it by virtue of any purchase, grant, gift, testamentary disposition or otherwise, and all such property shall be held by the Corporation for the purpose of this Act and subject to the rules of the Corporation made under section 7, with power to sell, mortgage, lease, exchange or otherwise dispose of the same.

Application of moneys and property.

13. The moneys and property of the Corporation however derived shall be applied solely towards the promotion of the objects of the Corporation and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or profit to the members of the Corporation.

Seal of the Corporation.

14.

(1) The seal of the Corporation shall not be affixed to any instrument whatsoever, except in the presence of two members of the Committee of the Corporation who shall sign their names to the instrument in token of their presence and such signing shall be independent of the signing of any person as a witness.

(2) The seal of the Corporation shall be in the custody of an office bearer of the Committee as may be decided by such Committee.

Property remaining on dissolution.

15.

(1) If upon the dissolution of the Corporation there remains after the satisfaction of all its debts and liabilities any property whatsoever, such property shall not be distributed among the members of the Corporation, but shall be given or transferred to any other institution having objects similar to those of the Corporation, and which is by the rules thereof, prohibited from distributing any income or property among its members.

(2) For the purposes of subsection (1) the appropriate institution shall be determined by the members of the Corporation immediately before the dissolution, at a general meeting by the majority of votes of the members present.

Saving of the rights of the Republic.

16. Nothing in this Act contained shall prejudice or affect the rights of the Republic or any body politic or corporate.

Sinhala text to prevail in case of inconsistency.

17. In the event of any inconsistency between the Sinhala and the Tamil texts of this Act, the Sinhala text shall prevail.