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Appointment and Removal of Trustees 8. (a) The number of Trustees shall be eight (8). (b) The Trustees shall be the following-
  (i) The Principal of the College (ex-Officio);
  The President of the Colombo Branch of the Hartley College Past Pupils’ Association (ex-officio) provided he has been duly elected or re-elected during the periods of at least eighteen (18) months; (iii)The President of Point Pedro Past Pupils’
  Association (ex-officio) provided he has been duly elected or re-elected during the periods of at least eighteen (18) months) and
  (iv) Five (5) other Trustees including three (3) past pupils who are residents in Colombo Administrative District and two (2) past pupils who are residents in Jaffna Administrative District, elected as provided for in the paragraph (d) below of this Clause;
  (c) Each of the Trustees elected as stated in paragraph (b) (iv) above shall hold office for a period of three (3) years unless the respective Trustee is removed from the Office of Trustee or is incapacitated from acting as a Trustee or resigns or dies. The remaining Trustees shall make nominations to fill such causal vacancies with the written approval of all the Branches as may be evidenced by the certified copies of the relevant minutes of the executive committee of the respective branches. and those so nominated shall hold office only for the unexpired term of his predecessor.
  (d) (i) The Trustees referred to in paragraph (b) (iv)
of this Clause shall be elected at a joint meeting of
the Delegates of all the six branches of the HCPPA or
by electronic communication received from Presidents
of the six branches. every three (3) years PROVIDED
however no person shall be elected as a Trustee
unless he is a member of one of the said six
branches of the HCPPA.
  (ii) Notwithstanding the other provisions contained herein the following persons elected at a joint meeting held on 28th July 2002 shall be deemed to have been duly elected as five (5) of the Trustees in terms of the provisions in paragraph (b) (iv) above for all the purposes of this instrument:-
  1. Sandrasegaram Shanmuganathan
  2. Chelliah Padmanathan
  3. Vairamuthu Rajanayagam
  4. Velautham Sriskandarajah
  5. Daniel Rajaratnam Arumaynayagam
  In electing Trustees as aforesaid a person through residence, occupation, employment or otherwise has special knowledge, or by virtue of personal or professional qualification able to make a substantial contribution to the pursuit of the Trust shall, normally
  (iii) be preferred. However, this provision is without prejudice to the democratic process of election.
  (e) In the case of any person holding office as one of such Trustees ex-officio as provided for in (b) (i), (ii) and (iii) above is unable to act or abroad any other person holding the respective office in acting capacity in the respective offices shall be entitle to act as such Trustee Ex-Officio
 
(f) The Board shall elect (i) the Chairman, and (ii) the Secretary of the Board (hereinafter referred to as “the said two Office Bearers”) once in every thirty six (36) months and they shall hold office only for thirty six (36) months unless the election is postponed by an unanimous decision of the Board. Duties and power of the Office-Bearers may be decided by the Board of Trustees from time to time. If any Office-Bearer is unable to act the Board of Trustees can make an acting appointment in his place. PROVIDED however Sandrasegaram Shanmuganathan and Chelliah Padmanathan (the parties hereto) shall be deemed to have been elected as the Chairman and the Secretary respectively (as decided at the said joint meeting on 28th July, 2002) for the first period of thirty six (36) months from the 28th July, 2002.
  (g) A trustee shall cease to hold office if he
  i. is disqualified from acting as a trustee by virtue of any statutory provisions in Sri Lanka or country where the respective branch of HCPPA of which he is a member is situated; or
  ii. Remove any of the trustees elected [as stated in Clause (b) (iv) above] if it was found that the said members has acted in violation of the provisions of the Trust or inactive for a period of one year; or
  iii. Dies or resigns the trusteeship
Meetings and Proceedings of Board of Trustees 9. (a) All decisions relating to the Trust and its administration and rules of conduct of its affairs may be made by the Trustees by the majority subject to the restrictions if any applicable PROVIDED however the Principal of the College shall have no right to vote at any meeting but he is entitled to attend all the meetings of the Board and express his views..
  (b) The Trustees shall meet for the despatch of business as they may consider necessary and in terms of the rules for conduct of meetings as may be framed by the Board of Trustees and amended from time to time.
  (c) A Minute Book shall be provided and kept by the Trustees and the proceedings and resolutions of any meeting shall be evidenced by a minute thereof under the hand of the Chairman and the Secretary of the Board of Trustees and such minutes shall be conclusive evidence of any resolution therein expressed to have been passed at that meeting duly convened and held. If requested by any Branch, certified copies of any of the said minutes shall be promptly furnished to such branch.
  (d) The Trustees shall hold at least four ordinary meetings in each year and at least 10 days written notice thereof shall be given by the Secretary to all the Trustees.
  e) The Quorum for a Board meeting shall be four (04)
  f) The Chairman shall always have a casting vote.
  g) A person who has been the Secretary of the Board shall be invited and entitled to attend the meetings of the Board for three (3) months from the date of his ceasing to be the Secretary (as his attendance will ensure smooth transition and continuation of the management of the Trust).
Meetings And Proceedings of Delegates 10. (a) (i) Each branch of HCPPA shall be entitled to appoint one (1) delegate (as decided by its executive committee) and each branch is entitled to one (1) vote at the joint meeting of delegates for any decision. For any meeting of delegates at least four (4) branches must be represented by their own delegates. For such a meeting a maximum of two (2) branches are allowed to be represented by a proxy each.
  (ii) Before the expiry of thirty six (36) months, if the Trust Office Bearers finding that at least four (4) branches are unable to send delegates from their branches, they shall call for nomination and election by electronic method as stipulated for other affairs in section 11.
  (iii) Observers without voting rights may attend the delegates meeting but their number should note exceed two (2) for each branch.
  (b) Any Branch of the HCPPA situated in Sri Lanka or overseas may recognize a branch for the purposes of this Trust only by a resolution passed by the Majority of the delegates of the Branches namely the said six branches and any other branches who have then been recognized
  (c) a Minute book shall e provided and kept by the Trustees for the purpose of recording the proceedings sand rules of the meting of the delegates and the Chairman and Secretary of the Board of Trustees shall act as the Chairman and Secretary respectively of such meetings.
  (d) The quorum for a delegates meeting shall be two thirds (2/3rds) of the delegates entitled to attend the meeting.
  (e) The Chairman shall always have a casting vote.
Bank Account and Keeping & auditing of Books 11. Notwithstanding any other provision to the contrary contained herein the Trustees or the Delegates may by a resolution in writing (including those sent by facsimile), or other method of communication which has the unanimous approval of the Trustees or the delegates (as the case may be) signed by all the Trustees shall be valid and as effectual as if it had been passed at a meeting of the Trustees or Delegates (as the case may be) duly convened and held. Any such resolution may consist of several documents to the same effect each signed by one or more Trustees.

  PROVIDED further the Trustees or the Delegates (as the case may be) may meet together either in person or by telephone, radio, conference television or similar communication equivalent or any other form of audio or audio-visual instantaneous communication by which all persons participating in the meeting are able to hear and be heard by all other participants (collectively referred to as “teleconference meetings”) for the despatch of business and adjourn and otherwise regulate their meetings as they think fit and that the quorum for such teleconference meetings shall be a minimum of two-thirds of the Trustees or Delegates (as the case may be). A resolution passed by way of a teleconference meeting shall, notwithstanding that the Trustees or the Delegates (as the case may be) are not present together at one place at the time of the conference, be deemed to have been passed at a meeting of the Trustees or the Delegates (as the case may be) held on the day and at the time at which the teleconference meeting was held and shall be deemed to have been held at Colombo unless otherwise agreed, and all Trustees or the Delegates (as the case may be) participating at the teleconference meeting shall be deemed for all purposes to have been present at the same
  12. (a) The Trustees may from time to time open and maintain in the name of the Trust a Bank Account or Bank Accounts at such Bank or Banks as shall from time to time be decided by the Trustees and the said account or accounts shall be operated by the Secretary (or in his absence the Chairman and another) the Board of Trustees shall decide. No payment in excess of Sri Lanka Rupees Thirty Thousand (SL Rs. 30,000.00) shall be made without the prior approval of the Board of Trustees (b) All monies received for the benefit of the Trust shall be credited to the Bank Account of the Trust and all payments shall be made by cheques drawn on the Bank Account or by cash where circumstances so make it necessary but receipts must be obtained for all cash payments at the time of making such payments.
  (c) The Trustees shall provide and maintain or cause to be maintained proper books of account showing the Trust property and the Trust income and expenditure and all assets and liabilities and there shall be entered all transactions relation to the Trust in respect of its finances and entries shall be made of all monies received or paid out by or on behalf of Trustees for the purposes of the Trust. The Audited Accounts of the Trust shall be furnished to all the Branches within ninety (90) days of the end of the Financial Year.
  (d) The Trustees may for the purposes hereof employ any suitable person or persons to keep and maintain the Accounts of the Trust upon such terms as to remuneration as may be deemed proper by the Trustees.
  (e) The Trustees shall appoint Auditors (with the approval of all the Branches) to examine and audit at least once a year all books and accounts of the Trust.

  (f) The financial year of the Board shall end on the 31st March every year
Application of Trust property and Income 13. (a) Subject to the provisions of the Clause 7 the Trustees may apply all or any or any part or the assets of the Trust and any income there from for any of the objects of the Trust and in particular (without prejudice to the generality of the foregoing
  (i) for the maintenance renovation and repair of all buildings and structures and Sports facilities of the College.
  (ii) for acquisition of such property whether freehold or leasehold as may be required for the use of the College.
  (iii) for the purpose of buying furniture and furnishings for the College.
  (iv) for the purpose of having vehicles equipment plants books food and other things whatsoever necessary for or which are incidental to the carrying out of the objects of the Trust and generally for achieving all or any of the objects of the Trust
  (b) The Trustees may invest any money not immediately required for carrying out the objects of the Trust to any savings fixed deposit or any other investment being and investment for the time being authorized by law or by this Instrument for the investment of Trust Funds.
Determination 14.1 In the event of the Trust herein established not being capable of being implemented and carried on for the realisation of the objects stated or it is otherwise necessary to wind-up the Trust then the Trust shall be dissolved and all the assets including the monies in Bank shall be utilized by the said six branches of the Past Pupils’ Association in the manner to be decided by them .
Amendments 14.2 Any of the terms and conditions or provisions of these presents (including the enlargement of the scope of the objects) for better achievement of the objects and purposes for which this Trust is being created may be amended or varied by 2/3rd majority of those present and voting at a joint meeting of the delegates referred to in Clause 8 (d) (i).

In Witness Whereof the said SANDRASEGARAM SHANMUGANATHAN and CHELLIAH PADMANATHAN have set their respective hands hereunto and to three others of the same tenor and date as these presents at Colombo on the day month and year first abovewritten.

W I T N E S S E S :-

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