Padakshep-India

WEST BENGAL SOCIETIES REGISTRATION ACT, 1961

STUDENTS' PADAKSHEP

MEMORANDUM OF ASSOCIATION

1. Name: The name of the Society shall be STUDENTS' PADAKSHEP.

2. Registered Office: The registered office of the Society will be:

1, Rail Park

Ishwar Chatterjee Road

P.O. Sodepur

Kolkata 700110

3. Aims and Objects:

The objects of STUDENTS' PADAKSHEP are particularized as follows:

(i) To promote education especially among economically backward masses in the state of West Bengal, India.

(ii) To establish, promote, maintain and support schools and educational institutions, including hostels, libraries, etc., with the sole focus on economically backward pupils, independently or in collaboration with other funding agencies, non-governmental organizations, etc.

(iii) To conduct research activities on the issues related to education.

(iv) To encourage education and training in fine arts, trades and handicrafts, and other special skills that are suitable for job opportunities of economically backward persons.

With the aforementioned objects in view, the Society shall have the right:

(i) To organize seminars or public presentations to promote the cause of education

(ii) To engage the public at large in the objectives of the Society.

(iii) To take such steps by personal or written appeals, public meetings or other as may from time to time be deemed expedient for the purpose of procuring contributions, both Indian and foreign.

(iv) To incorporate and collaborate with institutions, non-governmental organizations, business entities having objects wholly or in part similar to the Society and to co-operate with any person or persons in aid of such objects.

4. Nature of the Society and income:

(a) the authority and properties of STUDENTS' PADAKSHEP shall not be used for any political or religious activity, or any activity contrary to or opposed to the objects of STUDENTS' PADAKSHEP, nor shall it engage in any activity detrimental to the state.

(b) the income and properties of STUDENTS' PADAKSHEP shall be applied solely towards the promotion of the objects of STUDENTS' PADAKSHEP as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly to any of the members of STUDENTS' PADAKSHEP. But the employees of STUDENTS' PADAKSHEP can be paid such remuneration as may be considered by the governing body to be adequate for services rendered by them.

5. Secretary:

The secretary is authorized to apply for registration of the Society before the Registrar of Societies, West Bengal and submit and furnish details, affidavits, declarations and other information required and also authorized to make any alterations required in connection with the registration of the Society on behalf of the members of the proposed Society.

Enrolment of Members

(a) The governing body may admit to membership any person of any religion, caste, creed or sex who has attained the age of 18 years and agreed in writing to be bound by the memorandum of association and the rules and regulations of the Society and who in the opinion of the governing body will contribute to the advancement of the objects of the Society.

(b) The legal rights, authority and power to admit a person as a member shall absolutely be vested in the governing body which shall have the power of refusing admission of a person to the Society without assigning any reason thereof.

(c) Payment of annual membership fee shall be optional, not obligatory, for the honorary members and volunteer members.

Type of Members

(a) Honorary Member: Any person who has made outstanding contribution in the fields of education, science, arts and culture, social sciences, business, sports and is considered for his potential services related to the objects of the Society, may, with the consent of such person, be selected as an honorary member of the Society by the governing body. Such a member shall not, however, be eligible to be a member of the governing body nor shall be entitled to vote in any of its meetings or in any general meeting.

(b) Primary Member: Any person, not below the age of 18 years, who believes in the ideals of the Society, can become a primary member of the Society, irrespective of sex, caste, creed or religion, by submitting an application in writing to the secretary and undertaking to abide by the memorandum of association and the rules and regulations of the Society.

(c) Volunteer member: Any person, who believes in the ideals of the Society, can become a volunteer member, irrespective of sex, caste, creed or religion, by submitting an application in writing to the secretary and undertaking to abide by the memorandum of association and the rules and regulations of the Society.

(d) Founder members: Members of the Society who have subscribed to and signed the memorandum of association and the rules and regulations of the Society and who shall have voting rights.

Cessation of Membership

Any member shall cease to be a member of the Society –

(a) on the acceptance of his/her resignation from the membership

(b) on his/her becoming insane or insolvent

(c) on his/her conviction for any offence.

(d) on his/her failing to perform duty/ duties with the Society as assigned by the governing body without any valid reason.

Register of Members

(a) The Society shall maintain a register of members containing names, addresses, e-mail addresses and their occupations, dates of admission and cessation of membership.

(b) The register shall be available for inspection of the members of the Society on fifteen (15) days’ notice in writing to the secretary of the Society.

(c) All entries required to be made therein shall be entered within a period of fifteen (15) days of every enrolment or cessation of membership, as the case may be.

(a) Any primary member of the Society shall have the following rights and obligations –

1. to elect in any election of the Society and to be elected after two years of good standing with the Society. The time limit is, however, subject to change which may be brought about by the governing body in accordance with the demands of the situation.
2. to submit suggestion(s) to the governing body for discussion on any matter relating to the Society
3. to inspect the accounts and the proceedings of the meetings of the Society on appointment with the secretary of the Society
4. to attend annual general meetings
5. to pay his/ her annual membership fee within the prescribed time (before the annual general meeting)
6. to raise any question at the general meeting about the functioning of the Society. He/she shall have the right to remain anonymous in such cases.

(b) Defaulting members shall not be allowed to take part or vote in an annual general meeting.

(c) Each member shall have one vote and there shall be no proxy voting.

(d) Honorary members of the Society shall not have voting rights in any election of the Society

(a) Activities of any member, if found by the governing body to be detrimental to the interest and is in violation of the rules and regulations of the Society, he/she may be, after due enquiry, warned, censured, suspended or expelled from the membership of the Society by the governing body.

(b) In that case the governing body shall first serve the member concerned with a show-cause notice specifying the charges framed against him/ her and ask him/her to submit his/ her statement of defense within thirty (30) days.

(c) On receipt of the explanation the governing body shall allow the member concerned to defend his/her case in person. If, after careful consideration as well as on inquiry, the charges against the member concerned be established, the governing body shall have the power to take suitable action against him/ her which may include warning or censure or suspension or even expulsion.

(d) If no reply to the show-cause notice is received within thirty (30) days, the governing body may take action as it deems fit.

(e) For any act of expulsion or termination no such member shall be entitled to prefer any claim for compensation or damage from the Society even if it be found and proved subsequently that such expulsion or termination was wrongful and/or unlawful. In such cases the governing body shall remain obliged by these rules to reinstate the member concerned in his/her former post/ position and restore his/ her dignity and honour by making an open and public declaration to the effect that the penal measures taken against him/ her were wrongful.

(f) Any action against any member will be taken by the governing body having at least two-thirds majority.

Composition, Election, Resignation/Removal, Terms of Office

(a) There shall be a governing body consisting of not less than seven (7) and not more than fifteen (15) members.

(b) The office bearers of the governing body shall comprise a president, a vice-president, a secretary, one joint secretary, a treasurer and other members.

(c) The office bearers and other members of the governing body shall be elected at the annual general meeting.

(d) A member of the governing body, by written application to the secretary, may resign from the governing body.

(e) The membership will be forfeited if, in the opinion of two-thirds (2/3) of the members of the governing body, a member be found guilty of dereliction of duty or working against the interest of the Society, or indulging in political or religious or anti-social activity.

(f) In the event of death of a member, his/ her membership shall automatically cease.

(g) In the event of resignation, removal or death of any governing body member, the governing body may co-opt a member for that term only.

(h) The term of office of the governing body shall ordinarily be one (1) year, unless it is dissolved/terminated earlier under unforeseen circumstances.

(i) After election, the old governing body shall continue to function till the new body takes over charge which shall, under no circumstances, be more than thirty (30) days from the date of election.

(j) Any resolution/ decision at the governing body shall be taken by at least two-thirds majority.

Governing body meetings

(a) The secretary of the governing body shall convene a meeting at least once in three months at such place, date and time as the president or the secretary, with the consent of the president, may determine.

(b) A special extraordinary meeting may be requisitioned in a written petition, with a list of issues to be discussed, addressed to the president of the governing body, signed at least by four members of the governing body. The president shall, on receipt of the petition, direct the secretary to call such a meeting within seven days from the date of receipt of the petition. The secretary shall then call the meeting, specifying the date, time and venue of such meeting, failing which the president himself/ herself may call such meeting specifying the date, time and venue of such meeting. In the event of failure on the part of the president to call such a meeting, the requisitionists shall have the right to call such a meeting. No other business other than those specified in the list contained in the requisition petition shall be transacted in the special extraordinary meeting which shall be followed by a general meeting convened within twenty eight (28) days from the date of the special extraordinary meeting. If there is no quorum at the requisitioned meeting, which shall be at least two-thirds of the total number of members, the requisitioned meeting will die there and the governing body shall not have to call another meeting unless the requisitionists requisition a fresh meeting.

The number of requisitionists mentioned above shall not be applicable in cases where, for example, four of the seven-member governing body resign, leaving only a minority of three members. The remaining members shall then have to call a meeting within three days from the date of such resignation as the quorum of the governing body does not exist and no business can be carried out. In such a situation, the remaining members cannot appoint a president or a secretary or admit, suspend, expel or take any disciplinary action against any member or carry out any business of the Society because they themselves do not constitute the governing body any longer. New governing body members shall then be elected by the members.

(a) At least seven (7) days’ notice of the meeting specifying the place, time and the general nature of business to be transacted shall be given to every member of the governing body.

(b) An emergency meeting may be called on twenty four (24) hours’ notice signed by the president and the secretary.

(c) One-third (1/3) of the total number of members of the governing body shall constitute a quorum for the meeting. For want of the quorum, a meeting shall be adjourned to the same day in the next week at the same time and place and at such adjourned meeting no agenda other than those disclosed in the notice of the meeting shall be taken up and discussed.

(d) The members of the advisory board can attend the meetings on invitation by the president.

(a) The president or in his absence the vice-president shall preside over all meetings of the governing body and in their absence members present shall elect a chairman of the meeting.

(b) All questions before the meeting will be decided by a majority of votes, each member having one vote.

(c) The president/ chairman shall have a second or casting vote in addition to his own vote in case of equality of votes.

(d) In very special cases, resolutions may be passed by circulation with the consent of all the members of the governing body.

(e) The secretary shall maintain a minute book where he shall record the proceedings of each meeting. It should be signed by the president or the chairman of the meeting and such signing shall be conclusive evidence of proper recording of the proceedings of the meeting.

(a) The governing body shall be entrusted with the management of the Society.

(b) The governing body shall have the powers to appoint sub-committees, appoint employees and fix their remunerations and terms of employment, to enroll members, recommend penal measures against a member including his/her suspension or expulsion, to accept gifts, donations and subscriptions, grant(s) from the central and the state governments, public bodies, etc., to incur all expenditure in connection with the activities of the Society and to undertake other activities as may be entrusted in the annual general meeting.

(c) To hold annual general meetings.

(d) To co-opt members in case of vacancy due to resignation, removal or death of any member of the governing body.

(e) To keep safe custody of properties and assets since all properties belonging to the Society shall be deemed to be vested in the governing body whose members shall be collectively responsible for their safe custody, maintenance and supervision.

(f) To prevent any expenses that are not related to the functioning of the Society.

(g) To maintain proper accounts, to deposit/invest funds with scheduled banks, post office(s), Unit Trust of India, approved mutual funds, public sector undertakings. Such investments may be withdrawn from time to time for the expenditure of the Society. All the accounts with banks, post office(s), UTI and other institutions shall be operated jointly by the secretary and the treasurer.

(h) To collect applications and to select duly qualified candidates for the educational stipend of the Society.

(i) To appoint a qualified and licensed auditor/ audit firm to audit annually the accounts of the Society.

(j) To file and defend lawsuits in appropriate courts in the interest of the Society.

(a) The governing body shall be responsible for the safe custody of the funds, properties and assets of the Society.

(b) The funds of the Society shall be kept in banks/post office and may be invested in any RBI approved securities as decided by the governing body.

The books of account and other statutory books shall be kept with the registered office and shall be open to inspection of the members at such time and place as the governing body directs on a written request made by any member.

The accounting year of the Society shall be from 1st day of April of each year to 31st day of March of the following year.

Annual General Meeting

The Society shall hold an annual general meeting once every year (any day of the last week of March) and not more than fifteen (15) months shall elapse between two successive annual general meetings.

(a) Notice: The secretary shall annually call the annual general meeting within three (3) months from the end of the financial year giving at least thirty (30) days’ notice to all members of the Society. The notice shall contain the place, date, day and time of the meeting.

(b) Agenda: The business to be transacted at the annual general meeting shall be –

1. to confirm the minutes of the last annual general meeting and of special general meeting, if any;
2. to adopt with or without modification the report of the governing body regarding the activities of the Society for the previous year;
3. to pass audited accounts of the Society for the previous financial year;
4. to confirm ordinary and honorary members admitted since the last meeting;
5. to revise the annual membership fee of the Society, if necessary;
6. to transact such business as may be fixed by the governing body;
7. to transact such other business as may be brought forward by any member by giving fourteen days' prior notice;
8. to conduct general election when required.

(c) Quorum of the Meeting: One-third (1/3) member personally present at the commencement of the meeting shall constitute the quorum.

(d) Manner and Method of Voting: The president or the chairman of the meeting shall decide the manner and method of voting at the outset of the meeting. There shall be no proxy voting.

Special General Meeting

(a) A special general meeting may be convened by the governing body at any time in view of urgency of the matter. At least fourteen (14) days’ notice shall be given to every member for a special general meeting.

(b) Members may request the governing body for a special general meeting by placing a requisition signed by two-thirds of the total members. The governing body, on receipt of such requisition, shall convene a special general meeting within a month from the date of receipt of such notice. In default, the requisitionists shall hold such meetings provided that no business other than those specified in the notice shall be transacted.

Extraordinary General Meeting

(a) The governing body may direct to convene an extraordinary general meeting for consideration of addition, alteration or amendment of any memorandum(s)/regulations of the Society.

(b) Twenty one (21) days’ notice along with the proposed draft of change shall be sent to members before the meeting.

(c) The resolution for change, amendment etc. of the memorandum(s) and the regulations shall be taken if accepted by the three-fourths (3/4) of the members present at the meeting.

President

The president shall

(i) preside over all meetings of the society;

(ii) take all disciplinary actions such as removal, dismissal etc. in consultation with the governing body;

(iii) advise the secretary regarding the activities, administration, etc. of the Society;

(iv) call emergent meetings.

Vice-President

The vice-president shall help the president in performing his/her duties and in the absence of the president, the vice-president shall perform all the duties of the president.

Secretary

The secretary as the chief executive shall discharge his/her duties in respect of all the activities of the Society under the control and guidance of the president, vice-president and the governing body. In particular, he/ she shall

(i) convene all the meetings of the Society;

(ii) maintain minute books of all the meetings;

(iii) issue general circulars and notices;

(iv) receive all applications for membership and place them before the governing body;

(v) sign on behalf of the Society all receipts for all sums received as subscription, donation, grant, etc.;

(vi) sign and issue pay orders on all bills for payments;

(vii) operate accounts with banks and other financial institutions jointly with the treasurer;

(viii) incur all expenditure on or relating to the activities of the Society as approved by the governing body;

(ix) ensure compliance with statutory requirements;

(x) transact all other business subject to the direction of the governing body.

Joint Secretary

The joint secretary shall

(i) collect applications from candidates and shortlist names of candidates eligible for stipend and place them for final selection and approval of the governing body;

(ii) assist the secretary in all matters of administration of the Society;

(iii) perform all the duties of the secretary in his/her absence.

Treasurer

The treasurer shall

(i) collect and receive all sorts of subscriptions, donations, and deposit of money and issue receipts thereof;

(ii) maintain proper accounts of all receipts and payments of the Society through books of accounts such as cash book ledger, etc.;

(iii) maintain and upkeep all paper copies/ hard copies of counterfoils of receipts, all bills and vouchers in an orderly manner;

(iv) operate accounts with banks and other financial institutions jointly with the secretary;

(v) prepare the annual accounts of the Society, get them audited by qualified and licensed auditors/ firms of auditors and present the accounts in the annual general meeting;

(vi) prepare the budget in consultation with the secretary and the joint secretary for consideration of the governing body.

(a) Accounts of all receipts and payments of the Society shall be maintained in accordance with the rules and regulations of the Society.

(b) The accounts of the Society shall be audited annually after the end of the financial year by a duly qualified and licensed auditor/ auditors’ firm.

(c) A true copy of the annual audited accounts along with a report of the governing body shall be submitted to the Registrar of Societies within thirty (30) days from the date of the annual general meeting every year.

(a) All suits and legal proceedings by the Society shall be in the name of the president or, if authorized by the governing body in its behalf, the secretary, or any office bearer.

(b) No suit or proceedings shall abate by reason of any vacancy or change in the name of the president.

(c) Every decree or order against the Society in any suit or proceedings shall be executed against the Society and not against the person or property of the president.

(d) Any member or members may be sued or prosecuted by the Society for any loss or damage caused to the Society or its property or for anything done by him/ her or by them detrimental to the interest of the Society.

(a) The memorandum of association and the rules and regulations of the Society may be altered, modified, rescinded or added to by special resolutions passed by the three-fourths (3/4) of the members in a general meeting called for the purpose, and subject to prior approval of the Registrar of Societies.

(b) The governing body shall have powers to make, alter, modify or rescind such by-laws and regulation as may be considered necessary in the interest of smooth functioning of the Society through appropriate general meetings.

(a) Subject to the provisions of sections 24 and 27 of the West Bengal Societies Registration Act, 1961 or any statutory modifications thereof, the Society may be dissolved by a resolution to that effect passed by three-fourths (3/4) of the members of the society at a general meeting.

(b) The net assets of the Society remaining on the date of dissolution after meeting all liabilities, if any, shall under no circumstances be distributed among the members of the Society and the governing body (both present and past), but they shall be transferred to another charitable Society/ trust/ section 25 company whose objects are similar to those of this Society and which enjoys recognition under Sec 80 (G) of the Income Tax Act, 1961, as amended from time to time, and subject to prior approval of the jurisdictional Commissioner of Income Tax.

The beneficiaries of the Society shall be from various underprivileged and backward sections of the population.

Financial assistance to the underprivileged meritorious students

The Society shall provide financial assistance to the students from the backward and underprivileged sections of the population in West Bengal.

Finding candidates

The Society shall follow one or more of the following methods to find eligible candidates:

(a) post advertisements in local newspapers (West Bengal, India) and websites.

(b) contact heads of schools (West Bengal, India) or institutions for deserving candidates.

(c) contact a prospective candidate directly if news of his/her academic success under financial hardship is published in local newspapers/websites.

(d) contact any deserving candidate directly.

Eligibility of the candidates

(a) Candidates must have passed or appeared for the secondary, higher secondary or equivalent examinations in order to be considered for support from the Society.

(b) Candidates cannot have any other source of funds including stipend, scholarship, fellowship, etc. in order to be considered for support of the Society.

(c) A candidate can study at any school/institute anywhere in India but he/ she must be a permanent resident of West Bengal.

Selection procedure

(a) The selection of a candidate shall be absolutely based on his/ her prior academic performance and the financial background. The race, sex, caste, disability or religion of an applicant shall not be considered in such selection.

(b) Candidates willing to receive support from the Society should duly fill out the prescribed form, obtain a recommendation letter from the headmaster/ headmistress/ principal of his/her school and submit the application in the registered office of the Society. Copies of the secondary or equivalent examination marksheet and the admit card duly attested by the headmaster/ headmistress/ principal of his/ her school/ a Group A officer of the central/ state government should be submitted with the application.

(c) The applications received from the candidates within a stipulated time shall be shortlisted by the joint secretary considering the budget and placed before the governing body.

(d) The financial condition of a candidate shall be verified using multiple methods such as government documents, inputs from the family members of the candidates, neighbours, teachers, etc. The candidate may have to appear in person before the governing body for final selection and approval. A representative of the society may also visit the candidate’s home for additional verification.

Offer of Stipend

(a) The selected candidate will be eligible for a stipend from the Society according to his/her academic needs and will receive payment from the Society on a quarterly basis.

(b) The maximum total period for the offer of stipend shall depend on the educational program being pursued by the candidate. The periods may be as follows

- Higher secondary or equivalent: Two (2) years

- B.Sc./B.A./B.Com./integrated M.Sc.: Three (3) to five (5) years.

- M.B.B.S./B.E.: Four (4) years (or as required by the degree awarding institute)

(c) The stipend amount shall be evaluated by the governing body from time to time and shall be subject to revision as deemed necessary by the governing body.

Performance Evaluation

(a) Stipend shall initially be granted to a selected candidate for a period of six months after which it may be renewed for the next six months on the basis of evaluation of his/ her academic performance during the first six months.

(b) The offer letter to the candidate from the Society shall mention clearly the criteria for the renewal of the stipend. The criteria are subject to change annually as deemed fit by the governing body.

(b) The evaluation shall be performed by a committee appointed by the governing body which shall evaluate the candidates and send its recommendation to the governing body for approval.

Cancellation of Stipend

(a) The stipend shall be cancelled if, in the opinion of the evaluation committee, the performance of a candidate is poor unless such performance is reasonably justified by the candidate in writing..

(b) While receiving stipend from the Society, a candidate shall not be permitted to receive funds including stipend, scholarship, fellowship, etc. from any other source(s). If he/ she is found receiving fund(s) from source(s) besides the Society fund, the stipend shall forthwith be cancelled.

(c) Any candidate selected to receive support for a particular educational program cannot retain the support if he decides to shift to another educational program after receiving the stipend from the Society. In such a case, the offer of support shall automatically stand cancelled, although the candidate may submit a fresh application, if eligible. Under such circumstances, the candidate concerned shall have to refund the unused amount of stipend already received by him/ her to the Society.

(d) The stipend shall be cancelled if the candidate fails to enrol in the educational program within a month of acceptance of the society.

(e) The stipend shall also be cancelled -

(i) on wilful perjuries in reporting financial condition of the candidate;

(ii) on the candidate’s becoming insane or insolvent;

(iii) on the candidate’s being convicted of any legal offence or of any offence involving moral turpitude;

(iv) on his/ her indulging in an activity that is detrimental to the interests and is in violation of the rules and regulations of the Society as ascertained by the governing body.

(f) For any act of cancellation of stipend no such candidate shall be entitled to prefer any claim for compensation or damage from the Society even if it be proved subsequently that such act of cancellation was wrongful and/or unlawful.

Establishing and maintenance of schools, educational institutes, hostels and libraries

(a) The Society may establish schools, educational institutes, hostels and libraries independently or in collaboration with the government, non-government organizations or business entities.

(b) Before undertaking a project the Society shall prepare, independently or, in the case of joint initiation, jointly with the other partner(s) a comprehensive project proposal including the budget for it.

(c) The proposal along with the budget shall be passed by the governing body in the annual general meeting with at least two-thirds majority.

(d) The funds procured from the funding agencies will be secured in a separate bank account.

(e) The project reports shall be published and reviewed by the governing body every three months and communicated to the members.

(f) If two-thirds of the members of the governing body adjudge the progress of the project unsatisfactory, the society shall withdraw funds and other activities for such project.

Funding research activities related to education

As for sponsoring research activities, the society shall notify and publicize its intention on its website as well as through major English and native language dailies giving therein all the details including eligibility criteria and inviting applications from eligible candidates.

(a) The Society may accept applications for funding in research from any independent researcher located in West Bengal on subjects related to education, science and humanities which will benefit the general public.

(b) The governing body shall create a selection committee in order to adjudge the merits of such applications.

(c) The research grants shall be approved by the governing body at the general meeting with at least two-thirds majority.

(d) A researcher so sponsored shall submit progress reports on his/ her research activities every six months failing which the sponsorship will be withheld.

(d) If two-thirds of the members of the governing body adjudge the progress of the research unsatisfactory, the Society shall withdraw funds for such research activities.

Funding education and training in fine arts, handicrafts or other special skills

(a) The governing body shall create a committee in order to adjudge the possibilities of funding education and training for fine arts, handicrafts or other special skills.

(b) The research grants shall be approved by the governing body at the general meeting with at least two-thirds majority.

(c) The committee shall prepare and present progress reports of such education and training every six months to the governing body for review.

(d) If two-thirds of the members of the governing body, after reviewing, adjudge the progress of the education and training project unsatisfactory, the Society may discontinue the program and withdraw funds.

Duty to Disclose

In connection with any actual or possible conflict of interests among the governing body members, officers or employees of the Society, the interested person(s) must disclose the existence of interest(s) and be given the opportunity to disclose all material facts to the governing body, officers and members of the Society.

Determining Whether a Conflict of Interest Exists

After disclosure of the conflict of interests and all material facts, and after any discussion with the interested person(s), he/she/they shall leave the governing body meeting while the determination of a conflict of interests is discussed and voted upon.

Procedures for Addressing the Conflict of Interest

(a) An interested person may make a presentation at the governing body meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interests. If the interested person is a member of the governing body, he/she may not participate in such voting.

(b) After exercising due diligence, the governing body shall determine whether the Society can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interests.

(c) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interests, the governing body shall determine by a majority vote of the disinterested governing body members whether the transaction or arrangement is in the Society’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision on whether to enter into the transaction or arrangement. If the interested person is a member of the governing body, he/she may not participate in such voting.

Violations of the Conflicts of Interests Policy

(a) If the governing body has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interests, it shall inform the member of the basis of such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing body determines that the member has failed to disclose an actual or possible conflict of interests, it shall take appropriate disciplinary and corrective action.