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(Duly registered with the registrar of Companies and adopted at the Extra Ordinary General Meeting of the Burgher Association held on 29th September 2007)


(1)        PRELIMINARY

            The Provisions relating to Companies Limited by Guarantee as contained in
            Part III of the Companies Act No. 7 of 2007 shall apply to the Association.

            The Rules contained in the First Schedule to the Companies Act No. 07 of 2007 
            shall not apply to the Association and the Rules herein contained shall he deemed
            to be the Rules governing the Association.

            WORD                                                           MEANING

            Act                                                       The Companies Act No 07 of 2007
            The Association                                "THE BURGHER ASSOCIATION"
            Exco                                                     The Executive Committee
            Board                                                   The Board of Directors
            These Articles                                    The Articles of Association of
                                                                          THE BURGHER ASSOCIATION
            Special Resolution                           Meaning given in Section 143 (1) of the Act.

            Words imparting the masculine include the feminine gender and vice versa.

            Words imparting the Singular number include the plural number and vice versa.

           These articles shall be construed with reference to the provisions of the Act and
           the words or terms used in these articles shall be taken as having the same meaning
           as if they were used in the Act except where herein otherwise provided.

(3)       OBJECTS

           The Objects for which the Association is established are

            i.     To promote and foster the well being of all Burghers in Sri Lanka.

            ii.     To encourage all Burghers to be useful citizen of Sri Lanka.

            iii.    The recognize and support Burghers of extraordinary talent in Education,
                    Sports, Music, Medicine, Science or any other occupation or skill that they may

            iv.    To provide a forum for Burghers to get together and share in their aspirations.

            v.     To popularize the use of the English Language.

(4)       MEMBERSHIP

4.1       Numbers

          The number of members of the Association for the time being shall be limited Fifty (50). However the            association may from time to register an increase of members with the
          prior approval of the Registrar of Companies.

4.2     Full member

              (a)  Any Burgher by birth or decent over 18 years of age on production of 
                       his/her birth certificate and proposed by a full member shall be eligible
                       for full membership of the association.

                  (b) A full member shall be eligible to hold office and vote at all meetings
                       including General Meetings of the Association.

4.3     Associate Member

             (a) Any person who is the spouse of a Full Member is entitled to Associate

                  (b) In case where it is the mother who is a Burgher, the children will only
                        be entitled to Associate membership.

                  (c)  Spouses and children of such Associate Members are not eligible for

                  (d)  An associate member shall be entitled to all facilities and privileges
                        provided by the association but shall not be eligible to hold office and
                        shall have no right to vote at any meetings of the association including
                        General Meetings of the Association.

4.4      Gold Life Member

         The consideration for Gold Life Membership will be at the sole discretion of the
         Exco, on full payment of the fee specified by the Exco at such time and subject
         to Clauses 4.2 (a) and (b).


4.5     Gold Associate Life Member

        The consideration for Gold Associate Life Membership will be at the sole discretion
        of the Exco, on full payment of the fee specified by the Exco at such time and
        subject to Clauses 4.3 (a), (b). (c) and (d).

4.6   Cessation of Membership

        Membership of the association shall cease upon-

        a)       A members death or by resignation in writing addressed to the
                  Honorary Secretary.

        b)       Failure to pay membership fees for a prescribed period

        c)        For acting in a manner inconsistent with membership or prejudicial of the
                   interests of the association and membership is terminated by the Exco
                   and ratified at a General Meeting of the association.


5.1    The Annual General Meeting of the Association except the first Annual General Meeting
           which may be held within eighteen months of the date of incorporation, shall be held
           not later than nine months from the date the financial year ends i.e. not later than 31st            December in each year. The period between two annual general meetings shall not be
           more than 15 months. The annual general meeting shall be in addition to all other
           General Meetings in that year.

           All general meetings other than annual general meetings shall be called extraordinary
          general meetings and the business transacted at such meetings shall be deemed
          special business.

5.2  The Board of Directors shall fix the date, time and place for holding
          general meetings and may convene extraordinary general meetings for any special
          purposes whenever it considers it necessary to do so.

5.3  The Board of Directors shall convene an extraordinary general meeting within twenty
          one days of a written requisition, signed by members representing not less than one
          tenth the voting rights stating the objects of the meeting being deposited at the
          registered office.


6.1  The business of an annual meeting shall be;

          (a)   The consideration of the audited statement of income and expenditure,
                  balance sheet, and the auditors report thereon, and the annual report of the
                  Board of Directors;

          (b)  The election of the Executive Committee and the Board of Directors.

          (c)  The appointment of and fixing of the remuneration of the auditors.

            All other business transacted at an Annual General Meeting or any business
            transacted at an Extraordinary General Meeting shall be deemed special.

6.2    No business shall be transacted at any general meeting unless a quorum is
           present at the time when the meeting proceeds to business. Not less than one
           third (1/3) the number of full members presents in person or by proxy or by attorney
           or, by their duly authorized representatives, shall be a quorum.

6.3   The chairperson and in his absence a person elected from among those present
           shall preside at all General Meetings.

6.4   At any General Meeting a resolution put to the vote shall be decided on a show of
           hands unless a secret ballot is demanded before or on the declaration of the result
           of the show of hands-

            (a)  by the chairperson, or

           (b)    by at least three full members or nominees present in person or by proxy.

6.5     In case of an equality of votes whether on a show of hands or by secret ballot
            the chairperson of the meeting at which voting takes place shall have a second
            or casting vote.


7.1    Every full member shall have one vote on any matter.

7.2   Other than at a meeting of the Exco or board of directors at which only an individual
          full member shall have the right to attend and vote, a full member shall have the
          right to appoint a proxy in writing to attend any general meeting of the association.


8.1   An Exco consisting of not less than ten (10) person including the President,
          Honorary Secretary and Honorary Treasurer duly elected at the Annual General
          Meeting, shall be the policy making body of the association.

8.2  The members of the first Exco shall be-

    1. Mr. Dunstan Kelaart           - President
    2. Mr. Trevor Ludowyke          - Vice President
    3. Ms. Yvonne Don Paul         - Honorary Secretary
    4. Ms. Marie Adolphus            - Honorary Treasurer
    5. Pastor Brian Pereira           - Advisor to the President
    6. Mr. Emil Kronemberg
    7. Mr. Hans Beekmeyer
    8. Ms. Dawn De Krestzer
    9. Mr. Leroy Ferdinands
    10. Mr. Leon Daniels
    11. Mr. Roger Quyn
    12. Mr. Marlon Bakelmun
    13. Mr. Steve Morell
    14. Mr. Moulinaux David
    15. Ms. Yvonne D’ Rosario
    16. Ms. Shirlene Chiba

8.3  The Exco shall elect a Chairperson from among themselves and may share the
          office in rotation as it considers appropriate.

8.4  The Exco may invite any other member who notifies the Honorary Secretary of
          his interest to attending its meetings in an advisory capacity.


9.1  The powers of the Exco shall include the power to-

          (a) Determine and approve proposals for implementation of policy,

          (b)  Review all programmes to be carried out,

          (c)  Review all investments, expenditure and funding allocations.

          (d)  Review and approve partnerships with Donors and other Organizations and
                Agencies subject to approval by the members at a general meeting;

          (e)  Appoint committees of their body or officials to carry out specific tasks.

          (f)   Formulate terms and conditions, rules and regulations, terms of reference
                and other guidelines for the guidance of the Board of Directors of the association


10.1  The quorum necessary for the transaction of business of the Exco shall not be
            less than five.

10.2 The Exco may meet, adjourn and regulate their meetings as they think fit
            provided at least one meeting is held every month. At least seven days written
            notice of such meetings shall be given by the Honorary Secretary.

10.3  The president shall preside at meetings of the Exco in the absence of the
            president the other members of group present shall elect a chairman for that
            meeting from among themselves.

10.4 The Exco shall

            (a) Cause minutes of all resolutions and decisions to be kept in books provided
                  for the purpose.
            (b) Maintain a record of attendance of all Exco meetings.
            (c) Refer to Exco for a ruling, any member of the Exco who fails to attend five
                 consecutive meeting.

10.5   Any minute signed by the chairperson of the next succeeding meeting shall be
             evidence of the proceedings and binding on the members thereafter.


11.1   The Board of Directors shall be appointed by the subscribers to the Articles of
            Association and subsequently at the annual general meeting and shall be
            composed of not less than three members of the Executive Committee herein
            referred to including the President, Honorary Secretary and Honorary Treasurer
            and shall be not be more than seven

11.2    a)         The first members of the Board of Directors shall be-

                        (i)         Mr. Dunstan Kelaart                 - President
                        (ii)        Mr. Trevor Ludowyke             - Vice President
                        (iii)       Ms. Yvonne Don Paul               - Honorary Secretary
                        (iv)       Ms. Maries Adolphus                - Honorary Treasurer
                        (v)        Mr. Emil Kronemberg
                        (vi)       Ms. Dawn De Krestzer
                        (vii)      Mr. Leon Daniels

          b)       The first Directors so appointed shall be entitled to hold office until the
                      second annual general meeting of the Association and thereafter be
                      eligible for re-election at subsequent annual general meetings.

11.3 The Board of Directors may exercise all such powers that are not by the Act or
           by these articles required to be exercised by the members at a general meeting
           of the association.

11.4 The board of Directors shall have the power to administer and manage the day
           to day affairs of the association including the power to-

                           i.  Raise and release funds for programmes and activities approved by it;
                           ii. Open and operate such bank accounts as may be necessary or
                               recommended by the Exco
                           iii. Review and approve all tenders for the purchase of capital and
                               other equipment;
                           iv  Review, assess and approve the human resource needs, staff promotions,
                                salary increases and other issues pertaining to human resource
                                management of the association;
                           v. Create cadre requirements, salary structures, and appoint, promote, take                                disciplinary action, dismiss and see to the welfare of the paid employees. 
                               review and assess the implementation of the administrative and financial                                procedures;
                           vi. Review and assess the implementation of the administrative and financial

                      vii. Review and assess the cash-flow needs and the liquidity position of the
                               association monthly and where necessary refer such issues to the Exco.
                     vii. Delegate its authority and fill any vacancies in their body for the
                               remaining period.


           The Board of Directors with the concurrence of the Exco may from time to time at its
           discretion raise, borrow, or secure the payment of any sum of  sums of money and
           obtain other accommodation for the purposes of the association and may give security
            for the same by mortgage or pledge or other form of security charged upon all or any
            part of the assets of the association both present and future or in such other manner
            and upon such terms and conditions in all respects as the Board thinks fit.


            The Exco may from time to time, subject to approval at a general meeting, determine
            the amount of admission and/or membership fees or subscriptions payable. A member
            shall not however be liable to pay any membership or other fee or subscriptions in
            excess of the amount payable by him for a period prior to such determination.

(14)      SECRETARY
           Where the Honorary Secretary elected under Articles-hereby is not qualified in terms
           of the regulations prescribed under Section 222 of the Act the Executive Committee
           shall in addition to such Honorary Secretary, appoint a person  firm or Company duly
           qualified as Secretary in compliance with the said regulations. The person, firm or
           Company so appointed need not be a member of the association and may be paid
           such remuneration as the Exco thinks fit and may also be removed by the Exco.

(15)      THE SEAL

           The Board shall provide for the safe custody of the seal which shall be affixed to
           any instrument only in the presence of two members of the Board of Directors or
           one member of the said Board and the Secretary or any other person appointed
           by the Board of Directors for such purpose and every such instrument shall be signed
           by the persons in whose presence the seal was so affixed.

(16)      AMENDMENTS

           No addition, alteration or amendment shall be made to or in the provisions of the
           Articles of Association for the time being in force, unless the same shall have been
           previously submitted to and approved by the Registrar of Companies and sanctioned
           by a special resolution passed in terms of the Companies Act.



        The Financial year of the association may be fixed by the Board and unless so fixed
           shall be from the first day of April in any year to the thirty first day of March of each
           the succeeding year.


       The income and property of the Association  when so ever derived, shall be applied solely towards
       the promotion of the objects of the Association as set forth in this Articles of Association, and no        portion therof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or         otherwise howsoever by way of profit, to the members of the association.

       Provided that nothing herein shall prevent the payment, in good  faith, of reasonable and proper        remuneration to any officer or srvant of the Association, or to any member of the Association, in        return for any services actually rendered to the Association, not prevent the payment of interest        at a rate not exceeding the rate authorized by the Central Bank for the time being, on money lent       or reasonable and  proper rent for premises demised or let by any member to the Association; but       so that no member of the Council of Management body of the Association shall be appointed to any       salaried office of the Association or any office of the Association paid by fees, and that no       remuneration or other benefit in money or money’s worth shall be given by the association to any       member of such council or Governing Body, except repayment of out-of-pocket expenses and       interest at the rate aforesaid on money lent or reasonable and proper    rent for premises demised      or let to the Association; provided that the provision last aforesaid shall not apply to any payment      to any company of which a member of the Council of management or Governing Body may be     member, and in which such member shall not be bound to account for any share of profits he may     receive in respect of any such payment. 


19.1  Fifteen working day's notice in writing sent by registered post or by advertisement
           in a national newspapers shall be given.

           (a)         of all Annual General Meetings, and

           (b)         General Meetings called for the passing of special resolutions.

19.2   The notice calling an annual general meeting shall specify the meeting as such.

19.3   Ten working days notice in writing shall be given of all other general meetings.

19.4   Every notice shall be exclusive of the day on which it is served or deemed to be
          served and of the day for which it is given and shall specify the place, the date
          and the time of the meeting and in case of special business the general nature
          of the business, to such persons as under these articles entitled to receive such

          Provided that a meeting of the association shall notwithstanding that it is called
          by a shorter notice than that specified herein, be deemed to have been duly
          called if it is so agreed.

          (a)    In the case of an annual general meeting by all the members entitled
                   to attend and vote there at, and

          (b)     In the case of any other meeting by a majority representing not less
                   than ninety-five percent of the total number of members having the
                   right to attend and vote at the meeting.


         To invest the moneys of the Association not immediately required for its purpose in or upon such          investments, securities or property as may be thought  fit subject nevertheless to such conditions         as may for the time being be imposed or required by law Provided that –

         20.1 In case the Association shall take or hold any property which may be subject to any trust, 
                  the Association shall only deal with or invest the same in such manner as allowed by law,
                   having regard to such trusts.

         20.2  The Association shall not support with its funds any objects, or endeavors to impose on or
                   procure to be observed by its members or others, any regulations, restriction, or condition
                   which if an object of the Association would make it a trade union.

        20.3    In case the Association shall take or hold any property , the Association shall not sell,
                    mortgage, charge or lease the same without the prior written authority, approval or
                    consent of the registrar of Companies and without such authority, approval or consent as
                     may otherwise be required by law, and as regards such property the Council of
                    management or Govering Body of the Association shall be chargeable for any such
                    property that may come into their hands and shall be answerable and accountable for their
                     own acts, receipts, neglects and defaults, and for the due administration of such property in
                   the same manner and to the same extent as they would such council of management or
                   Governing Body have been if no incorporation had been effected.

   (21)      LIABILITY
             The liability of the members is limited.


           Every member of the Association undertakes to contribute to the assets of the
           Association in the event of the same being wound up during the time, that he is
           a member or within one year afterwards for payments of the debts and liabilities
           of the Association contracted before the time at which he ceases to be a member
           and of the adjustments of the rights of the contributors among themselves, such
           amount as may be required not exceeding five hundred rupees. (Rs. 500/-).


           If upon the winding up or dissolution of the Association there remains after the
           satisfaction of all its debts and liabilities any property whatsoever the same shall
           not be paid to or distributed among the members of the Association but shall be
           given or transferred to a branch of the Association or some other institution having
           similar objects to the objects of the Association, to determined by the members of
           the Association at or before the time of dissolution and in default thereof by a
           Judge or Government Authority having jurisdiction in regard to charitable funds.

(24)      INDEMNITY

           No member of the Exco, Board of Directors or other committee, officer, auditor,
           secretary or other person employed by the association shall be answerable or
           personally liable for any loss arising from the administration or application of the
           funds and properties of the association and shall be indemnified out of the funds
           of the association against all liabilities incurred by him in connection with the activities
           of the association unless such loss, damage or liability is caused by willful default or


          The association being Voluntary Social Service Organization  as defined under the
          Voluntary Social  Service Organization  (Registration And Supervision) act, shall take
          steps to register under the said Act after incorporation.

(26)  The Sixteenth and Eighteenth paragraphs of these Articles contained conditions to which a             license granted by the Registrar of Companies in pursuance of Section 34 of the Companies Act            no 07 of 2007 is subject.

























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The Burgher Association - No.16, Borella Cross Road, Colombo 08, Sri Lanka.
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