Articles of Association of KITE Collective

ARTICLES OF ASSOCIATION OF
KITE COLLECTIVE

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Contents
Articles of Association ................................................................................................................................... 3
Interpretation ............................................................................................................................................... 4
Membership and voting rights...................................................................................................................... 5
The board of directors .................................................................................................................................. 6
Chief executive officer and the executive committee .................................................................................. 7
Advisory council ............................................................................................................................................ 8
Treasury, accounting and records................................................................................................................. 8
General meetings ........................................................................................................................................ 10
Election procedure ...................................................................................................................................... 11
Profits and surpluses................................................................................................................................... 11
Donations .................................................................................................................................................... 13
Common seal .............................................................................................................................................. 13
Liquidation and removal from the register ................................................................................................. 13
Insurance and indemnity ............................................................................................................................ 13
Amendments............................................................................................................................................... 14

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ARTICLES OF ASSOCIATION
01. The provisions contained in Part III of the Companies Act No. 07 of 2007 shall
apply to the Association, except in so far as they are repeated or contained in
these Articles, but subject to repeal, alteration or addition by Special Resolution
provided that the same shall have been previously submitted to and approved by
the Registrar of Companies.

02. The Association for the time being shall in particular engage in and undertake;
A. To protect, promote and ensure the rights of youth, women and children of
the society and to eradicate discrimination and develop opportunities for
the betterment of their lives.
B. To Promote and Establish mutual relations in between local and
international communities in the fields of youth, women and child
development.
C. To liaise between International Communities, Societies, Organizations and
Countries in search of skills, techniques and information on community
development, and enhancing community development resources.
D. To undertake researches in-order to provide timely and useful data about
the development of youth, women and children.
E. To manage and disseminate information on the status and development of
youth, women and children.
F. To educate and provide practical knowledge to prospective individuals
and groups in community development, peace and reconciliation, mental
healing, and equality and anti-discrimination.
G. To educate and provide practical knowledge to prospective individuals
and groups in community development, peace and reconciliation, mental
healing and equality & anti-discrimination.
H. To carry on the activities of providing training programs, seminars and
public education programs and community development programs in
connection with the objects listed above.

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03. The Association being a “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

INTERPRETATION
04. In the interpretation of these articles the following words and expression shall
have the following meanings unless such meanings be inconsistent with or
repugnant to the subject or context:
“The act” means the Companies Act No. 07 of 2007 or any statutory modification
or re-enactment for the time being in force.
“Board” means the Board of Management of the Association.
“Council” means the Advisory Council.
“Councilor” mean a member or members of the Advisory Council.
“Day” includes any day, whether a business day or not.
“Organization” means “KITE Collective.”
“In writing” and “Written” includes printing, lithography and other modes of
representing or reproducing words in a visible form;
“Member” means a member or members of the Association for the time being
and includes the subscribers to the Articles of Association.
“Month” means a calendar month.
“Seal” means the common seal for the time being of the Association.
“Secretary” means the secretary of the Association.
“Year” means a calendar year.

Words importing the singular number only, include the plural number and vice
versa;
Words importing the masculine gender only, include the feminine gender and vice
versa;

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MEMBERSHIP AND VOTING RIGHTS
05. Any person who shares the objectives mention in the Articles can become a
member of the organization subject to the following conditions;
A. He / She shall be a citizen of Sri Lanka.
B. He / She shall be actively involving in the work related to community
development or development of youth, women and children at least for a
period nor less than a year.
C. However, in extraordinary circumstances the Board can exercise its
discretion to allow any person who deems to fit to be a member
notwithstanding the provisions of the Article 4(B).
D. He / She shall be able to pay the membership fee as decided by the Board
of Directors from time to time. In accordance with the Article 5.
E. The annual membership fee is sum of Rs. 500/=. Such amount to be paid
on or before 30th of June, every year.
F. A member of the Association shall be deemed to have vacated his office
as a member of the Association, if he or she;
i. Ceases to be a member of the Association.
ii. Resigns his office by notice in writing to the Secretary.
iii. Absents himself from three (03) consecutive meetings without the
consent of the Board of Directors.
iv. Fails to pay the membership fee on time.
G. The first members of the association shall be:
1. Prageeth Dhanushka Liyanaarachchi
2. Hirimbure Gamage Dilini Lakshika
3. Jayakadu Mudiyanselage Charitha Abeysekera
4. Ruvini Ayesha Biyagama
5. Chathurika Samanmali Fernando
6. Pubudu Randima Wellahewa
7. Sachintha Rivihara Pinnaduwa

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06. Any member shall be admitted as a member insofar as they apply and obtain
approval of the Board of Directors of the Collective, which shall be defined in the
application process, will be subjected to the requirements of Article 4.
07. Any member whose name appeared in the voting list, which should be finalized
by the end of previous year, shall have the right to vote.
08. The members of the Association shall not be less than 06, but the Board of
Directors may from time to time register an increase of members.

THE BOARD OF DIRECTORS
09. An elected committee hereinafter referred to, as „the Board of Directors‟ in all
official documents, shall govern the Collective.
A. The Board of Directors shall comprise of seven board members whom
shall be elected every year by the Annual General Meeting of the
Collective.
B. The Board of Directors shall meet immediately after the Annual General
Meeting and shall elect a Chief Executive Officer, a Chairperson and a
Treasurer until the next Annual General Meeting.
C. Any member of the Collective, who has completed Two years in
membership, is qualified to become a member of the Board of Directors.
The members of the Board of Directors shall be elected each year for a
term of one year at a meeting attended by all members, which is called an
Annual General Meeting. Any meeting, other than the Annual General
Meeting which can be attended by all members of the Collective shall
hereinafter be referred to as General Meeting. The election shall be held in
the month of June in each year. The members of the Board of Directors
shall take office on the first day of the month of July and shall leave office
by the end of the month of June of the following year.
D. The Board of Directors will be decided the rates for the membership dues
for the each year.

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E. The Board of Directors shall appoint a member who will be a liaison
between the Collective and various people‟s organizations, political
parties, non-governmental organizations and individuals.
F. The Board of Directors shall appoint a Secretary who shall be responsible
for the correspondence and maintenance of all non-financial records of the
Collective.
G. The Board of Directors shall meet at least once a month during its term in
the Collective. Each member of the Board of Directors has the right to call
a meeting.
H. The Board of Directors shall rotate the presidency over all the Board
meetings.
I. The person appointed in accordance with Article 8(F) by the Board shall
record the minutes of the meetings. If such member is unable to attend the
meeting, one of the other members of the Board shall record the minutes.
J. A member of the Association shall be deemed to have vacated his office
as a member of the Board of Directors, if he / she:
i.

Ceases to be a member of the Association.

ii.

Resigns his office by notice in writing to the Secretary.

iii.

Absents himself from three (03) consecutive meetings without the
consent of the Board.

iv.

Fails to pay the membership fee on time.

CHIEF EXECUTIVE OFFICER AND THE EXECUTIVE COMMITTEE
10. Once the Board of Directors appoints the Chief Executive Officer, he / she shall
be appointed as a member of the Executive Committee. The Executive Committee
shall consist of any number of the Board members.
A. The decision of the Executive Committee shall be final on all the policy
operational matters, according to the policy dictions which decided by the
Board pertaining to the Collective.
B. The Executive Committee may create additional posts/subcommittees to
carry-out the activities of the Collective. These posts/subcommittees shall
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carry a designation and clearly defined responsibilities. The term of these
posts/sub committees shall terminate with the completion of the task(s)
assigned. All members of the Collective shall be notified of such
posts/subcommittee and be invited to volunteer for them. The Executive
Committee shall then appoint any persons from the said volunteers or any
other suitable applicants to the particular posts/subcommittee.
C. In the event that the Executive Committee decides that one or more of the
member(s) of a subcommittee has failed to carry-out his/her duties, the
Executive Committee has the right to dismiss the said person(s).
D. The overall coordination of all matters of the Collective shall be the
responsibility of the Chief Executive Officer including having the
Collective registered under the Companies Act of Sri Lanka.

ADVISORY COUNCIL
11. The Board of Directors shall establish an Advisory Council, by inviting 3 to 5
members of the Collective, who shall be reputed in Youth/Women/Child
development in Sri Lanka.
A. Term of office of the councilors of the Advisory Council will be for a time
not exceeding 01 year.
B. Any councilor can be re-appointed by the Board upon the expiration of
his/her tenure.
C. Tenure of a councilor of the Council will be terminated upon decision by a
councilor to resign.

TREASURY, ACCOUNTING AND RECORDS
12. The Treasurer shall bare the responsibilities of income and expenditure of the
Collective complies with Subsection (2) of Section 148 and other relevant
sections of the Act.

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A. The Treasurer shall maintain a detailed account note book recoding all the
income and expenditure of the Collective comply with Subsection (2) of
Section 148 and other relevant sections of the Act.
B. The bank accounts many be opened and operated by any two members
from among three members (including the Chief Executive Officer and the
Treasurer) of the Board of Directors nominated for the purpose by the
Board.
C. The Treasurer shall obtain and keep a receipt for expenses incurred.
D. A receipt should be issued for all income received by the Collective and
the treasurer is responsible for issuing the receipt, the counterfoils of all
such receipts, giving the date of the transaction, the amount and the
source, shall be retained by the Treasurer. The income to the Collective
includes membership dues, donations and funding obtained from local and
international institutions and other sources.
E. A monthly statement of revenues and expenses will be prepared by the
Treasurer for all months during his term and copies of the said statement
will be sent to the members of the Board.
F. At the end of his/her term, but no later than one month after a new Board
takes office, the outgoing treasurer shall obtain an audited statement of
funding relevant to the preceding year. The incoming Treasurer and the
Board shall receive this statement from the outgoing Treasurer.
G. The outgoing Board shall provide the incoming Board of Directors the
following documents at any date no later than one month after the
appointment of a new Board.
i. Minutes of all the General Meetings and the Board meetings for
the preceding year.
ii. Monthly financial statements mention in Article 11(E).
iii. Annual financial statement mentioned in Article 11(F).
iv. Amendments to the Articles and By-Laws passed by the
Collective.
v. Any other relevant records.
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H. The accounting records must comply with Section 148, 151, 153 and 166
of the Act.
I. At every Annual General Meeting, the association must appoint an
Auditor for the following year in accordance with Section 154 of the Act.
An Auditor who is appointed at an Annual General Meeting is deemed to
be reappointed at the following Annual General Meeting.
J. A member of the Association is entitled to inspect the documents referred
to in Section 119 of the Act, in the manner specified in Section 121 of the
Act.

GENERAL MEETINGS
13. The Board of Directors shall summon at least two (02) General Meetings during
its term. All members of the Collective shall be notified about the date, time,
venue and agenda of any General Meeting at least fifteen (15) working days in
advance. The Board is responsible to make this notification. A General Meeting
without prior notice as mentioned above shall only be called in case of an
emergency.
14. If a member wishes to call a General Meeting he/she shall submit a written letter
making such a request along with written evidence in support from a ten percent
(10%) of the total membership. The Board shall then call a General Meeting
within fifteen (15) working days of the date of the said written request.
15. If the Board of Directors refuses to convene a General Meeting following a
request that satisfies the criteria laid down in Article 13, the member may then file
a complaint with the Advisory Council. The Advisory Council will then start
mediation process with the Board within 15 days of such complaint and convene a
joint meeting consisting of 02 members representing the Council and the Board.
Such joint meeting shall then convene a General Meeting.

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ELECTION PROCEDURE
16. An election notice will be sent to all collective members by the incumbent Board,
which will notify the date of the election to all members of the Collective. It will
notify the date of the election, the list of members who shall be eligible to be
nominated to contest for the membership of the Board as stipulated in Article 08
and the last date to receive nominations.
17. The Incumbent Board will determine the eligibility of the nominees. The
Collective‟s members will be notified of eligible nominees running in the election
for the membership of the Board at least one week before the Election Day.
18. Election will be held at a General Meeting during the month of June. The
Advisory Council will be invited to observe the election. The members present at
the meeting will be eligible to vote and each member will be given a ballot paper
with names of all eligible nominees. Each contestant will be given five minutes to
present his/her proposals. The members will then cast their votes and those who
receive the highest number of votes will be the elected persons. The counting
process will be observed by the Advisory Council or any person appointed by the
Advisory Council.
19. In the case of tie-vote, the toss will be applied.
20. All Collective members present in the General Meeting will be publicly informed
about the results of the election. Members who are absent shall be notified within
10 working days.

PROFITS AND SURPLUSES
21. The income and property of the Association whenever 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 thereof shall be paid to or transferred
directly or indirectly by way of derived, bonus or otherwise howsoever by way of
profit or dividends, to the members of the Association.

Provided that nothing herein shall prevent the payment in good faith or reasonable
and proper remuneration to any officer or servant of the Association, or to any
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member of the Association in return for any service actually rendered to the
Association.

Nothing herein shall prevent the payment 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
that no member of the Board of Directors shall be appointed to any salaried office
of the Association or of any office of the Association paid by fees.
No remuneration or other benefit in money or money‟s worth shall be given by
the Association to any member of such Board of Directors 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 Board of Directors or
Governing body may be a member shall not hold more than one hundred part of
the capital and such member shall not be bound to account for any share of profit
he may receive in respect of any payment.
22. The income of the Association from its operations, donations, subscriptions, or
any other activity, howsoever derived shall be applied solely towards the
promotion of the objects of the Association as set out in the Memorandum of
Association and no portion thereof shall be paid to any member of the Association
by way of profits or dividends.
23. In the event of the dissolution of the Association, for any reason whatsoever, any
surplus of funds left of the proceeds of dissolution shall not be paid to any
member of the Association, but shall, on the consensus of the members, be
donated to a charity which is recognized and approved by the Commissioner
General of Inland Revenue as an approved charity.

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DONATIONS
24. The Association may receive and accept donations or grants from the like-minded
organizations, organizations, or persons both locally and internationally. The
Association may also donate funds or goods to organizations or persons
requesting the same from the Association insofar as these organizations satisfy the
Board of Directors that their goals are consistent.

COMMON SEAL
25. The seal of the Collective shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors and except in the presence of at
least two members of the Board, one of the whom shall be the Chief Executive
Officer and such members of the Board shall sign every instrument to which the
seal of the Collective is so affixed in their presence.

LIQUIDATION AND REMOVAL FROM THE REGISTER
26. The members may resolve to wind up the Association voluntarily by special
resolution.

INSURANCE AND INDEMNITY
27. Subject to the provisions of the Act every member of the Association, auditor,
Secretary or other officer of the Association shall be entitled to be indemnified by
the Association against any cost incurred in the course of defending any
proceeding that relates to any act or omission in his capacity as a member,
auditor, or secretary, in which judgment is given in his favor or in which, he is a
acquitted or which is discontinued.
28. The Association may indemnify a member or employee in circumstances where
paragraph 12(J) does not apply, to the extent which is mentioned below as
permitted by subsection (3) of section 218 of the Act, if the Board considers it is
appropriate to do so,

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A. In respect of any liability to any person other than the Association or
related company, for any act or omission in his capacity as a member or
employee, or
B. In respect of any cost incurred by member or employee in defending or
settling any claim or proceeding relating to any such liability, indemnity
and insurance.
29. 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 some other institution or institutions having objects similar
to the objects of the Association, and which shall prohibit the distribution of it‟s
or their income and property among it‟s or other members to an extend at least as
great as is imposed on the Association under or by virtue of Clause 21 hereof,
such institution or institutions to be determined by the members of the
Association at or before the time of dissolution, and if and so far as effect cannot
be given to such provisions, then to some charitable object.
30. Every member of the Association undertakes to contribute to the assets of the
Association in the event of the same being wind up while he is a member, or
within one year he ceases to be a member for payment of the debts and liabilities
of the Association contracted before he ceases to be a member, and of the costs,
charges and expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not exceeding
Rupees One Thousand (Rs. 1000/=)
31. The liability of the members is limited.

AMENDMENTS
32. A two-third (2/3) vote at a General Meeting is required to amend these Articles.
The amendments shall be passed by the Board of Directors also with a two-third
(2/3) majority before such amendment propos to the General Meeting. In case the
Board provides no such approval with a two-third majority to a proposed
amendment, written consent of at-least forty percent (40%) of the total
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membership of the Collective is required to submit such amendment to the
General Meeting. The full text of the proposed amendment should be circulated
among the total membership at least 15 days prior to the General Meeting that
would consider passing such amendment.
33. The amendment of the by-Laws of these articles shall be made by the Board and it
shall be ratified by a simple majority vote of the members present at a General
Meeting.
34. No addition, alternation or amendment shall be made to or in the provision 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.
35. The 21st and 34th paragraphs of these Articles contain conditions to which a
license granted by the Registrar of Companies in pursuance of section 34 of the
Companies Act No. 07 of 2007.

We the several persons, whose names and addresses are subscribed, being subscribers
to the Articles of Association, hereby agree to the foregoing Articles of Association.
NAMES, ADDRESSES AND DESCRIPTIOS
OF SUBSCRIBERS
1

Prageeth Dhanushka Liyanaarachchi
“Pubudu”, Urapola, Thihagoda, Matara.
(Undergraduate student : LLB)

2

Hirimbure Gamage Dilini Lakshika
257/25,

Jonson

Garden

Road,

Kimbulapitiya road, Akkara 50,Negambo
(Undergraduate student : BA)
3

Jayakadu Mudiyanselage Charitha
Abeysekera
Narammala Road, Alawwa.
(Undergraduate student : BA)

4

Ruvini Ayesha Biyagama
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SIGNATURES

No.334/2, Pahala Hanwella, Hanwella.
(Undergraduate student : BA)
5

Pubudu Randima Wellahewa
No.422/6,

Bodiya

Road,

Thalahena,

Malambe
(Undergraduate student : LLB)
6

Thanippuli Arachchige Chathurika
Samanmali Fernando
“Sameera Sewana”, Helan Mawatha,
Godalla, Dankotuwa
(Graduate : BA)

7

Sachintha Rivihara Pinnaduwa
No. 74/2, Rahula Street, Matara.
Attorney-at-law

On this 19th day of November 2014.

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