BY-LAWS OF

SOCIETY OF MECHANICAL ENGINEERS OF PAKISTAN ("SMEP")

The name of the Society is SOCIETY OF MECHANICAL ENGINEERS OF PAKISTAN ("SMEP"). The Registered office of the Society will be situated in IslamabadCapitalTerritory.

  1. INTERPRETATION

In these By-Laws, unless the context or the subject matter otherwise requires:

  1. "Society", or "this Society" or "SMEP" means SOCIETY OF MECHANICAL ENGINEERS OF PAKISTAN;
  1. "Board" means the Board of Directors of SMEP;
  1. “General Body” means a body formed to govern the general routine matters of SMEP
  1. "Director" or "Directors" means the Director and Alternate Director for the time being of SMEP, or, as the case may be, the Director and Alternate Director appointed at a Board meeting;
  1. "Member" means a member of SMEP as defined by articles 4 to 11 herein;
  1. "Office" means the Registered Office for the time being of SMEP;
  1. "Ordinance" means the Companies Ordinance 1984";
  1. "Persons" includes corporations as well as individuals;
  1. "Register" means the Register of Members to be kept pursuant to the Ordinance; and
  1. "Seal", in relation to SMEP, means the common seal of the Society.

Unless the context otherwise requires, words or expressions contained in these By-Laws shall have the same meaning as in the Ordinance.

2.NON PROFIT ORGANISATION

SMEP shall be operated as a non-profit organization formed under section 42 of the Companies Ordinance 1984.

  1. TYPES OF MEMBERSHIP

There will be five categories of SMEP Membership:

  1. HONORARY MEMBER.

A person may be awarded honorary membership of SMEP for eminent distinguished engineering achievement and whom the Board selects for this purpose.

  1. FELLOW MEMBER.

A member may be awarded a Fellow Membership of SMEP who has achieved significant engineering achievements, and shall have had either:

  • not less than ten years of active practice and ten years of continuous membership in SMEP; or
  • not less than 20 years of active practice, and five years of continuous membership in SMEP.
  1. MEMBER.

SMEP Membership shall be open to all the mechanical engineers, who have graduated with a bona fide degree or diploma in engineering, and registered with the Pakistan Engineering Council as a mechanical engineer.

  1. ASSOCIATE MEMBER.

A person may be awarded Associate Membership in SMEP, who is involved, either professionally or personally, with the engineering profession.

  1. STUDENT MEMBER.

A student enrolled at an undergraduate or graduate level that is using engineering or engineering technology curriculum that is approved by the Pakistan Engineering Council.

  1. MEMBERSHIP FEE
  1. The annual membership fee for a member shall be Rs 1,000.
  1. Life membership fee shall be Rs.10,000/- payable once for all.
  1. Every Member shall pay the membership contribution for its membership for each year in advance.
  1. Subject to final approval of the Board, a Member shall cease to be a member of SMEP if it fails to pay its dues within three months of proper notice from the Secretary in this regard.
  1. The membership and life membership fee will be revised from time to time in the members meetings.

  1. PROCEDURE TO BECOME MEMBER
  1. The applications for membership shall be in such form and manners as may from time to time be prescribed by the Board.
  1. It shall be entirely at the discretion of the Board whether any applicant shall or shall not be admitted to membership of SMEP. If the decision of the Board is to refuse membership, the applicant will be given full written details of the reasons for this decision. If the applicant believes that the reasons for refusal of membership are unfair or incorrect, it may appeal against this decision and the Board at its next meeting will review this appeal. The applicant will be given the opportunity to present its case in person at this meeting, if required.
  1. Membership of SMEP shall not be transferable.
  1. TERMINATION OF MEMBERSHIP
  1. By a member giving to SMEP not less than one month notice in writing, if any member indulges in conduct which the Board shall regard as prejudicial to the welfare, purposes, character or reputation of SMEP or for conduct amounting to a breach of the Memorandum or the Rules & Regulations or the Byelaws or any other rules or regulations of SMEP, or if a member shall fail to pay the subscription due to SMEP for a period of four months after the same has become due and the Board resolves upon the termination of the membership of such member, the Board shall have power (by resolution passed at a meeting of the Board by a majority of the members for the time being of the Board) to exclude or suspend such member from membership of the SMEP.
  1. Any such member whose exclusion or suspension is to be considered by the Board shall be informed of any complaint in regard to its conduct by not less than ten days notice in writing and shall be given full opportunity at its option of stating its case either in writing or by personal attendance at the meeting of the Board convened for the purpose.
  1. Any such member whose exclusion or suspension has been decided by the Board shall be notified in writing of the decision as soon as practicable and the decision shall be final and binding on the members provided however, that any such decision may at any time be revoked or modified by a like vote of the board upon such terms and conditions as it may think fit.
  1. Termination of membership shall not release a member from liability for any annual subscription or other monies which may be due to SMEP under these presents at the time of such termination and for any sums which may thereafter become payable under the Memorandum of Association.

7.MEETINGS AND PROCEEDINGS

  1. Annual General Meeting:

A general meeting, of the members to be called Annual General Meeting (AGM), shall be held, in accordance with the provisions of the Act, within eighteen months from the date of incorporation of SMEP; and thereafter once at least in every year within a period of six months following the close of its financial year and not more than fifteen Months after the holding of its last preceding annual general meeting as may be determined by the Board.

  1. Other Meetings:

All general meetings of SMEP other than the Annual General Meeting (AGM) shall be called Extraordinary General Meetings (EGM). The Members, whenever they think fit, may call an extraordinary general meeting; these meetings shall also be called on such requisition as is prescribed by SMEP from time to time.

  1. Notice of Meetings:

Twenty-one (21) days' notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business, shall be given for the general meeting, to such person as are, under the regulations of SMEP, entitled to receive such notices from SMEP. However the accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings at any general meeting.

  1. Quorum:

No business shall be transacted at any general meeting unless a quorum of Members is present at that time when the meeting proceeds to business. Twenty five percent (25%) of the total membership amongst the Members shall constitute a quorum.

  1. Effect of Quorum Not Being Present:

If quorum is not present within half an hour from the time appointed for the meeting, the meeting, if called upon the requisition of Members, shall be dissolved; in any other case, it shall stand adjourned to the same day to meet after one hour; and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present, shall constitute a quorum.

  1. Presiding Officer of Meeting:

The President of SMEP shall preside at every general meeting of SMEP. If at any meeting he is not present within fifteen minutes after the time appointed for the meeting, or is unwilling to preside over the meeting, any one of the Members present may be elected to preside over the meeting.

  1. Voting Rights:

Every member in good order and duly registered (other than honorary members, associate members and students members) who has paid his membership and other dues, if any, which shall be due and payable to SMEP in respect of membership shall be entitled to cast in vote.

  1. Voting:

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the Presiding Officer that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost; and an entry to that effect in the proceedings book of SMEP shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

  1. Demand for Poll:

A poll may be demanded. If a poll is duly demanded, its result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of President, Vice President, Secretary, Finance Secretary, or Media Secretary, or on a question of adjournment shall be taken at once.

  1. Right to Vote

On a poll, every Member shall be entitled to give one vote.

  1. Proxy:

If a member is unable to attend meeting personally, he may appoint any other member his Proxy to cast his vote. The instrument appointing a proxy and the power of attorney or other authority to cast vote on behalf of any Member, in order to be effective, must be received at the registered office of the Society not less than 48 hours before the time for holding the meeting and must be duly signed, stamped and witnessed.

  1. Casting Vote:

In the case of an equality of votes, whether on a show of hands or on a poll, the person presiding at the meeting at which the show of hands takes place, or at which the poll is demanded, shall have and exercise a second or casting vote.

  1. Right to Vote:

On a show of hands every Member present in person shall have one vote except for election of Board Members.

8. ELECTIONS

a. The first directors of the SMEP will be all signatories of the Memorandum of Associations. The first directors will hold their office until the holding of First AGM with the provision of the Companies Ordinance, 1984 unless any one of them resigns earlier or become disqualified or otherwise ceases to holdoffice.

  1. The Election of the Board of Directors, the President, the Vice President, the Secretary, the Finance Secretary, and the Media Secretary will be held after every two years.
  1. All members who have right to cast vote shall be eligible for re-election but no person shall be eligible to contest election for the same office for more than two consecutive terms.
  1. Notwithstanding anything contained in these Rules and Regulations, all the members who are eligible to vote shall conduct the elections of the Board of Directors, the President, the Vice President, the Secretary, the Finance Secretary, and the Media Secretary. The members, entitled to vote, and shall be entitled to vote through postal ballot which shall be sent to all the Members in good order by a reliable courier company at least 21 days in advance of the Election Day, and which shall be returned to the Secretariat not later than 24 hours before the announced Election Day. All postal ballots received after the stipulated time shall be ineligible to be counted regardless of the reason of the delay, whether caused by Force Majors or otherwise.

9. THE BOARD OF DIRECTORS

  1. Board: The Board shall be the supreme body for policymaking, and shall lay down procedures for carrying out its functions.

  1. Number of Board Members The number of Board Members shall not be less than seven. The exact number of the Board members shall be determined, from time to time, by the members at a General Meeting within the above perimeters. The total membership of the Board shall include the President, the Vice President, the Secretary, the Finance Secretary and the Media Secretary as members. The Director of SMEP shall be the ex-officio member of the Board.
  1. Eligibility

No person shall be eligible to serve on the Board unless he is a member of the SMEP who is entitled to vote.

d. Alternate Board Members

A Board Member may, with the approval of the Board, appoint and Alternate Board Member to act for him or her during his or her absence for a period of not less than one month from Pakistan. Such appointment shall have effect and such appointee while he or she holds office as Alternate Board Member shall be entitled to notice of meetings and vacate office, if and, when the appointer returns to Pakistan, or vacates office as Board Member, or removes the appointee from office, and any appointment and removal under these Rules & Regulations shall be effected by notice in writing under the hand of the Board Member making the same. The assignment of office by Board Members other than the above shall be subject to approval by a special resolution of SMEP.

  1. Disqualification of Board Members

A person shall cease to hold office in the Board:

  • if removed by resolution of Members as hereinafter provided; or
  • if by notice in writing given to SMEP he or she resigns his or her office.
  1. Filling of Casual Vacancy

Any casual vacancy occurring on the Board may be filled up by the Board Members, but the person so chosen shall be subject to retirement at the same time as if he or she had become a Board Member on the day on which the Board Member in whose place he or she is chosen was last elected as Board Members.

  1. Removal

SMEP may by resolution in general meeting remove any Board Member.

  1. Remuneration:

If any Board Member, being willing, shall be called upon to perform extra services or to make any special exertions in going or temporarily residing out of Pakistan or otherwise for any of the purposes of SMEP, SMEP shall remunerate such Board Member all expenses as may be approved by the Board.

  1. Vacancy:

The Board Members may act notwithstanding any vacancy in their body, but if the number falls below seven, the Board Members shall not, except for the purpose of filling vacancies, act so long as the number remains below seven.

  1. Meetings of Board Members:
  • The President shall preside at all meetings of the Board but, if at any meeting the President is not present within ten minutes after the time appointed for holding the same or is unwilling to preside at the meeting, the Vice President shall do the same. In the event of even the Vice President's absence or unwillingness, the Board Members present may choose one of their member to chair the meeting.
  • The Board Members may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. The Board shall, however, meet at least once in every quarter. Such number of Board Members as constitute sixty percent (60%) majority of the Board Members shall constitute a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the President or whosoever is chairing the meeting shall have and exercise a second or casting vote. A Board Member may, and the Secretary on the requisition of a Board Member shall, at any time, summon a meeting of Board Members. Three (3) days notice at the least (exclusive of the day on which the notice is served or deemed to be given) shall be given for a meeting of Board Members, provided that, if all the Board Members entitled to attend and vote at any such meeting so agree, in writing, a meeting may be held of which less than three (3) days notice has been given. It shall not be necessary to give notice of a meeting of Board Members to any Board Member for the time being absent from Pakistan.
  • Resolution in Writing: A resolution-in-writing circulated to all the Members or the Board Members and signed by a majority of the total number of Members or Board Members, as the case may be, or affirmed by them through tele fax shall be as valid and effectual as if it had been passed at a General Meeting or a meeting of the Board Members duly convened and held.

10. POWERS OF BOARD MEMBERS

The Board Members shall have the following powers:

  1. To do and perform any and all acts in the name and on behalf of SMEP that may be necessary or appropriate in connection with the conduct of SMEP's business within and without the country of Pakistan including, but not limited to, the authority to represent and commit SMEP in its business activities with any and all authority to execute in the name and on behalf of SMEP any and all agreements, documents and other instruments relating to the business of SMEP.
  1. To establish the level of annual membership contributions of each Member and new members; and generally settle financial commitments of Members.
  1. To provide sufficient working staff as may be needed at terms approved by it for efficient working of the Secretariat.
  1. To delegate in writing specific portions of its authorities to any person or persons whomsoever and to revoke or rescind at any time any such delegation of authority.
  1. To take on lease, purchase or otherwise acquire for SMEP any property, rights or privileges which SMEP is authorized to acquire at such price and generally on such terms and conditions as they think fit.
  1. To appoint any person or persons to hold in trust for SMEP any property, belonging to SMEP or in which it is interested or for any other purposes, and execute and do all such instruments and things as may be requisite in relation to any such trust.
  1. To sell, let, exchange or otherwise dispose off absolutely or conditionally all or any part of the property, and undertaking of SMEP upon such terms and conditions and for such consideration as they may think fit.
  1. To hire, terminate and dismiss the officers, and other persons employed by SMEP, and to fix and pay their remuneration.
  1. To appoint any person or persons to be the attorneys of SMEP for such purposes and with powers, authorities and discretions, not exceeding those vested in or exercisable by the Board Members, and subject to such conditions, as the Board Members may from time to time think fit.

  1. To enter into, carry out, rescind or vary all financial arrangements with any banks, persons or corporations for or in connection with SMEP's business or affairs and pursuant to or in connection with such arrangements to deposit, pledge or hypothecate any property of SMEP or the documents representing or relating to the same.
  1. To make and give receipts, releases and other discharges for moneys payable to SMEP and for the claims and demands of SMEP.
  1. To institute, prosecute, defend, compromise, or withdraw any legal proceedings by or against SMEP or its employees or otherwise concerning the affairs of SMEP.
  1. To invest any of the moneys of SMEP not immediately required for the purposes thereof upon such securities or investments and in such manner as they may think fit and from time to time to vary or realize such securities and investments.
  1. To enter into such negotiations and contracts and rescind or vary all such contracts and execute and do all such acts, and things in the name and on behalf of SMEP as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of SMEP.
  1. To open accounts with any bank or bankers or with any Company, firm or individual and to pay money into and draw money from any such account from time to time as the Board Members may think fit.

11. THE PRESIDENT