MEMORANDUM AND ARTICLES

OF ASSOCIATION OF
THE FEDERATION OF PAKISTAN
CHAMBERS OF COMMERCE & INDUSTRY (FPCCI)

(INCORPORATING AMENDMENTS UPTO

9TH SEPTEMBER 2002)

PUBLISHED AND ISSUED BY

THE FEDERATION OF PAKISTAN CHAMBERS OF

COMMERCE & INDUSTRY
FEDERATION HOUSE, MAIN CLIFTON, KARACHI
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 INDEX

(MEMORANDUM OF ASSOCIATION)

SR. SUBJECT SECTION PAGE

1. Name Section 1 1

2. Offices Section 2 (i,ii,iii) 1

3. Objects Section 3 (i to xxix) 1-3

Section 4 3

Section 5 3

4. Liability of Members Section 6 and 3

Section 7 3

5. Jurisdiction Section 8 3

6. Right of Amendment Section 9 3-5

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 INDEX
(ARTICLES OF ASSOCIATION)
SR. SUBJECT ARTICLE NO. PAGE

1. Definitions 1 to 3 6-7
2. Membership:
Classes of Members 4 to 6 7
Admission Fee & Subscription 7& 8 7-8
Cessation of Membership 9 & 10 8
Membership Registers 11 8
3. Functions 12 8-9
4. General Body 13 9 - 10
5. Managing Committee:
Composition 14 10
Elections 15 10 - 11
Term of Office 16 11
Frequency of Meetings 17 11
Quorum 18 12
Powers 19 12 - 13
6. Zonal Committees 20 to 23 13
7. The President 24 13
8. The Vice President 25 14
9. Secretaries 26 & 27 14
10. Meetings of the General Body:
Annual General Meeting 28 15
Extra-ordinary or Special General Meeting 29 15
Meetings on Requisition 30 to 33 15 - 16
Quorum 34 16
Notices of Meetings 35 16
Conduct of Business 36 to 39 16
11. Voting Rights 40 & 41 16 - 17
12. Notice on Members 42 17
13. Preliminary Expenses 43 17
14. Audit 44 to 48 17 - 18
15. Indemnity 49 & 50 18
16. Seal 51 18
17. Winding up 52 18
18. Confirmation of any Alterations to Rules 53 to 54 18
19. Right of Amendment 55 18

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 MEMORANDUM OF ASSOCIATION
OF
THE FEDERATION OF PAKISTAN
CHAMBERS OF COMMERCE & INDUSTRY

SECTION 1 1. NAME
The name of the Association shall be
THE FEDERATION OF PAKISTAN CHAMBERS OF COMMERCE & INDUSTRY

SECTION 2 2. OFFICES
i) The Registered Office, which shall be the Head Office of the Federation, shall be situated in Karachi or
such other place in Pakistan as the Federation may determine from time to time.

ii) The Zonal Office(s) of the Federation shall be situated in Lahore and/or at such other place or places in
Pakistan and Azad Jammu & Kashmir as the Federation may determine from time to time.

iii) The Branch Office of the Federation shall be situated at such other places in Pakistan and Azad Jammu
& Kashmir as the Federation may determine from time to time. The Liaison Officesof the Federation may
be set up at suitable places outsidePakistan with the prior approval of the Government.

SECTION 3 3. OBJECTS
i) To aid and stimulate the development of trade, commerce, agriculture, industry, mining and transport
in Pakistan and Azad Jammu & Kashmir.

ii) To promote, encourage and safeguard business in which Pakistanis and other nationals in Pakistan are
engaged or interested or matters of inland and foreign trade, agriculture, transport, industry, manufacture,
finance, banking, insurance, mining and shipping.

iii) To promote friendly relationship and unanimity of purpose among various CHAMBERS OF COMMERCE
& INDUSTRY and Trade and Industrial Associations in Pakistan and Azad Jammu & Kashmir and to help
coordination among them and their counterparts in other countries of the world.

iv) To secure organised action, direct or indirect, on all subjects mentioned above.

v) To collect and disseminate statistical and other information and to make efforts for the spread of
commerce, technical and economic knowledge.

vi) To promote and advance, commercial, technical, industrial and scientific education and to found and
support institutions for such purposes.

vii) To take all steps that may be necessary for promoting, supporting or opposing legislation or any other
action affecting the aforesaid economic interests and in general to take initiative to secure and safeguard
the interests of the business community in all respects.

viii) To provide machinery for arbitration and survey in respect of disputes arising among the members of the
Chambers, Associations and other bodies of Trade and Industry, as well as arising in the course of trade,
industry, mining or transport or other business matters, as also to secure the services of experts,
technical and other men to that end, if necessary.

ix) To safeguard and further the interests of our business and industrial interests in foreign countries.

x) To help in the organisation of Chambers of Commerce & Industry, and trade and industrial Associations
at different commercial centres of Pakistan and Azad Jammu and Kashmir.

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xi) To convene, when necessary, conferences and seminars at such time and such places as may be
determined.

xii) To borrow from time to time or raise moneys which may be required for the purpose of the Federation
upon bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the
Federation or by mortgage or change of the property of the Federation.

xiii) To accept any bequest, gift, donations or subscription towards, or to accumulate and provide a fund or an
endowment or wakf and to invest the same and supply the income arising therefrom, or to resort to the
capital thereof, for any of the objects of the Federation.

xiv) To communicate with trade and industrial associations and other mercantile and public bodies throughout
the world and concert and promote measures for the protection of the trade and persons engaged therein
and especially in matters touching the interests of the Member Bodies of the Federation.

xv) To acquire by purchase or otherwise lands, buildings, or other property, moveable or immoveable, which
the Federation, for the purpose thereof may, from time to time, think proper to acquire.

xvi) To sell, improve, manage, develop, exchange, lease, sublet, mortgage, dispose of, turn to account or
otherwise deal with, all or any part of the property of the Federation.

xvii) To construct upon any land acquired for the purpose of the Federation any building or buildings for
the purpose of the Federation and to alter, add to or remove any building upon such premises.

xviii) To subscribe to, become a member of, or otherwise cooperate with any other Association, whether
incorporated or not, whose objects are altogether or in part similar to those of the Federation.

xix) To invest the money of the Federation, not immediately required in such security or securities as may
from time to time be determined by the Managing Committee.

xx) To remunerate a person or company for services rendered or to be rendered in placing or assisting to
place or guaranteeing of any debentures or other securities of the Federation.

xxi) To establish and support or aid in the establishment and support of associations, institutions, trusts and
conveniences calculated to benefit employees of the Federation or their dependents, and grant pensions
and allowances, and to make payment towards insurance and to subscribe or guarantee money for
charitable or benevolent objects or for any exhibition, or for any public general, or useful objects.

xxii) To enter into any arrangement with Government or any public authority, municipal, local or otherwise,
that may seem conducive to the Federation's objects or any of them and to obtain from such
Government or authority, all rights, concessions and privileges which the Federation may think
desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges
and concessions.

xxiii) To secure adequate representation of trade and industry in legislatures, statutory bodies and commercial
and industrial delegations.

xxiv) To sell or dispose of the undertaking of the Federation or any part thereof for such consideration as the
Federation may think fit and in particular for shares, debentures or securities of any other association or
company having objects altogether or in part similar to those of the Federation.

xxv) To take or otherwise acquire and hold shares in any other Association or company having objects
altogether or in part similar to those of the Federation.

xxvi) To undertake and execute any trusts and wakfs the undertaking of which may seem to the Federation
desirable either gratuitously or otherwise.

xxvii) To draw, make accept, discount, execute, and issue bills of exchange, promissory notes, bills of lading,
warrants, debentures and other negotiable instruments or securities.

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xxviii) To promote harmonious relations between employers and employees and to set up machinery for
determining and settling industrial disputes.

xxix) And generally to do all other things incidental to the attainment of the above objects.

Section 4
The income and property of the Federation, whenever derived, shall be applied, solely towards the promotion
of the Federation as set forth in this Memorandum of Association and no portion thereof shall be paid or
transferred directly or indirectly in the shape of dividend or bonus or otherwise, by way of profit to the persons
who at any time are or have been members of the Federation or to any of them or to any person claiming through
any of them.

Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or
servants of the Federation or to any member thereof, or other persons in return for any services actually
rendered to the Federation or payment of the interest or money borrowed from any member of the Federation, or
payment of allowance or concession to members by way of rebate, or return of subscriptions or gratuitous
distribution amongst, or sale at discount to members of the Federation, of any books or publications not required
for the furtherance of any of its objects, in accordance with the Articles and Bye-laws of the Federation for the
time being in force.

Section 5
Section 4 of this Memorandum is the condition on which a licence is granted by Government to the Federation in
pursuance of Section 42 of the Companies Ordinance, 1984.

4. LIABILITY OF MEMBERS

Section 6
Every Member Body, in the event of the Federation being wound up, shall contribute to the assets of the
Federation, a sum not exceeding Rs. 500/- for payment of debts and liabilities of the Federation, costs, charges
and expenses of winding up and for the adjustment of claims of the contributors amongst themselves. Provided
that no payment may be made by the Member Bodies if the Federation is wound up after a period of twelve
months from the date such Member Body ceases to be a member of the Federation.

Section 7
If, upon winding up or dissolution of the Federation, there remains, after the satisfaction of all its debts and
liabilities and property or assets the same shall not be paid to or distributed amongst the members of the
Federation, but shall be given to or transferred to some other institution or institutions having objects similar to
the objects of the Federation to be decided by the members of the Managing Committee of the Federation
present at the last General Meeting held before the time of the dissolution. Provided that if for any reason effect
cannot be given to the aforesaid provision, the assets or properties shall be transferred to any institution or
institutions having charitable objects, to be decided by the aforesaid Managing Committee.

5. JURISDICTION
Section 8
The territories to which the objects of the Federation shall extend shall be the whole of Pakistan and the
entire Azad Jammu and Kashmir.

6. RIGHT OF AMENDMENT
Section 9
Amendments to this Memorandum of Association shall be subject to the approval of the Government and shall
also be made when required by the Government in public interest.

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NAMES OF THE ORIGINAL SIGNATORIES - APRIL 1960

4
5
 ARTICLES OF ASSOCIATION
OF
THE FEDERATION OF PAKISTAN
CHAMBERS OF COMMERCE & INDUSTRY

The Federation of Pakistan Chambers of Commerce & Industry

(Registered under the Companies Act, 1913)

1. DEFINITIONS

Article 1: In these Articles unless there is anything repugnant in the context:

i. The "Federation" shall mean the Federation of Pakistan Chambers of Commerce & Industry.

ii. The "Managing Committee" shall mean the Executive Committee of the Federation.

iii. Members of the Managing Committee shall mean the President, the Vice Presidents, and the Members of
the Managing Committee of the Federation.

iv. "Member Body" shall mean a Chamber of Commerce & Industry or an Association of trade and/or
industry which is an Ordinary Member of the Federation.

v. The terms "Member of the Managing Committee" and "Managing Committee" used in these Articles shall
have the same respective meanings as the terms "Director" and "Board of Directors", have, when used in
the Companies Ordinance, 1984.

vi. The terms "trade" or "industry" and "traders" or "industrialists" used in or under these Articles for the
purpose of election to various bodies, committees or organs of the Federation or for other
representational purposes, shall respectively mean trades or industries and traders or industrialists borne
on the membership rolls of the Member Bodies for the time being.

vii. Zonal Office shall mean the offices of the Federation set up in Lahore and or at such other Places in
Pakistan and Azad Jammu & Kashmir as the Federation may determine from time to time.

viii) Annual year shall mean a year commencing from Ist of January and ending on the 31st of December.

ix) The "Federal Government" shall mean the Government of Pakistan.

x) Words indicating the singular number shall include plural number and vice-versa.

xi) "A Class Association" shall mean an Association of trade and/or industry registered under Section 42 of
the Companies Ordinance, 1984 and recognised as such by the Federal Government.

xii) "B Class Association" shall mean an Association of trade and/or industry registered under Section 42 of
the Companies Ordinance, 1984 and recognised as such by the Federal Government.

xiii) "Patron Members" shall mean any individual/firm/company of trade and/or industry who may be admitted
by the Managing Committee of the Federation to become Patron Members of the Federation.

xiv) "Life Member" shall mean any individual or a particular individual of a firm/company of trade and industry
who may be admitted by the Managing Committee of the Federation, to become "Life Member" of the
Federation.

xv) Financial year shall mean a year commencing from 1st of July to 30th June.

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Article 2
For the purpose of registration the number of members of the Federation is determined to be 100. The Managing
Committee shall have the right to increase the number of members whenever deemed fit.

Article 3
The Federation is established for the objects explained in its Memorandum of Association.

2. MEMBERSHIP
Class of Members

Article 4
The Federation shall have only four classes of members namely:

1. Ordinary Members
2. Honorary Members
3. Patron Members
4. Life Members

Article 5
Every Chamber of Commerce & Industry or Association of trade and/or industry recognised by the Central
Government and registered under Section 42 of the Companies Ordinance, 1984 shall be eligible to become
Ordinary Member of the Federation.

Article 6
i) Persons distinguished for social service and eminent in commerce and/or industry, or otherwise
interested in the aims and objects of the Federation may be elected as Honorary Members of the
Federation for a period not exceeding one year, provided they are not otherwise eligible to represent the
Member Bodies on the Federation.

ii) In addition there will be a category of Patron Members of the Federation, open to individual
firms/companies, paying annual subscription of Rs. 8,000/= to the Federation with right to attend the
meetings of the General Body of the Federation as Observer but with no right to vote provided that such
members shall be enrolled by the Managing Committee in its discretion.

In addition there will be a category of Life Members of the Federation, open to individual or nominee(s) of
firms/companies with right to attend the meetings of the Managing Committee and General Body of the
Federation as Observer but with no right to vote provided that such members shall be enrolled by the Managing
Committee in its discretion.

Admission Fee and Subscription

Article 7
i) Every Chamber of Commerce & Industry enrolled as Ordinary Member of the Federation shall pay an
admission fee of Rs. 1,000/= and an annual subscription of Rs. 32,000/= in advance.

ii) Every "A" Class Association of trade and/or industry enrolled as Ordinary Member of the Federation shall
pay an admission fee of Rs. 500/= and an annual subscription of Rs. 16,000/=

iii) Every "B" Class Association of trade and/or industry enrolled as Ordinary Member of the Federation shall
pay an admission fee of Rs. 500/= and an annual subscription of Rs. 8,000/= in advance.

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iv) Every Patron Member shall pay an annual subscription of Rs. 8,000/= in advance.

v) a. The members of the business and industrial community of Pakistan who have served as members of
the Managing Committee of FPCCI for a long period can become Life Member of FPCCI by paying Rs. 1
Lacs once.

b. The sitting President of a Chamber of Commerce and Industry/Chairman of an Association of Trade

and Industry can become Life Member of FPCCI by paying Rs. 1 Lacs once.

c. Members of the business and industrial community of Pakistan who do not come under above two
categories can become Life Member of FPCCI by paying Rs. 3 Lacs once."

Article 8
Honorary Members shall not be required to subscribe to the funds of the Federation but they shall be entitled to
receive all published reports of the Federation and to attend and speak not to vote in any General Meeting held
during the period of their membership. They may also attend any meeting of the Managing Committee or any
Committee of the Federation upon invitation.

Cessation of Membership

Article 9
A Member Body shall cease to be a member of the Federation if the Managing Committee so decides in the event
of non-payment of annual subscription within the period specified in that behalf or on de-recognition or de-
registration of the Member Body by the Central Government.

Article 10
No Member Body shall have the option to withdraw from the Federation except by giving three calender months'
notice to the Secretary General of the Federation of its intention, to do so, and upon the expiry of such notice,
such Member Body shall cease to be a Member Body, and shall pay subscription and other dues or charges that
may be current at the time for the whole year.

Membership Registers

Article 11
Registers of Member Bodies shall be maintained each by the Head Office and the Zonal Offices showing names
and strength of the members of the Member Bodies together with classes or rates of subscription payable by
each Member Body.

3. FUNCTIONS

Article 12
The functions of the Federation shall be:

i) To take up any matter referred to it by Government.

ii) To provide representation on various national, public and semi-public bodies, standing committees,
advisory councils or committees.

iii) To form with the prior approval of the Member Bodies concerned, and run a National Arbitration
Association of Pakistan, taking into consideration the national and international arbitration arrangements
in force for the time being, and to associate with the National Council of the International Chamber of
Commerce.
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iv) To secure affiliation to, or participation in conference of, bodies abroad with the prior approval of the
Central Government.

v) To deal with any matter initiated by the Federation in consultation with its Member Bodies provided that
the residuary functions shall be left with the Member Bodies, avoiding overlapping of functions or parallel
action.

vi) To take up any matter referred to it by the Zonal Offices or Member Bodies.

4. GENERAL BODY

Article 13
i) The General Body of the Federation shall be composed of the representatives from each of the Member
Bodies nominated in the manner mentioned hereinafter.

ii) Member Bodies shall nominate their representatives on the General Body of the Federation within the
period specified in a notice given by the Federation. The names of the representatives shall be duly
furnished by the Member Bodies to the Federation within the period specified. If any person is nominated
as a member of the General Body from more than one Member Body he shall retain one seat and resign
within one week of the publication of the list of Members of the General Body, from the remaining seats,
otherwise he shall cease to be member of the General Body. Fresh nomination shall be invited by the
Federation immediately for the seats thus rendered vacant.

iii) The Members of the General Body shall hold office for a term of two years beginning from Ist of January
of a year during the year in which they have been nominated by the respective Member Bodies, and shall
continue to hold office till the second Annual General Meeting, and no fresh nomination(s) shall be made
by the concerned Member Bodies unless a vacancy is caused by death or resignation by the nominee(s)
concerned.

Any delay in the Annual General Meeting for reasons beyond the control of the incumbent Managing
Committee may be condoned by the General Body subject to the approval of the Federal Government.

iv) The Member Bodies shall be represented on the General Body in the following manner:

a) Each of the Member Bodies known as Chamber of Commerce & Industry shall nominate four
representatives on the General Body, of whom two shall represent Trade and two shall
represent Industry.

b) Each of the Member Bodies known as "A" Class Association of Trade and/or Industry shall
nominate two representatives, one of whom shall be representing trade and the other shall be
representing industry, provided that where an Association represents only one trade or
industry both its representatives may be nominated from the same group either of trade or of
industry.

Further provided that "A" Class Associations have option to nominate from amongst their
members in North Western Frontier Province/Balochistan for contesting the election on the
Managing Committee for the additional seat allocated to the Provinces of NWFP/Balochistan.

c) Each of the Member Bodies known as "B" Class Association of Trade and/or Industry shall
nominate one representative.

Provided that "B" Class Associations have option to nominate from amongst their members in
North Western Frontier Province/Balochistan for contesting the election on the Managing
Committee for the additional seat allocated to the Provinces of NWFP/Balochistan.

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 d) Member of the General Body shall cease to be such members if the Member Bodies whom they
represent cease to be members of the Federation.

5. MANAGING COMMITTEE
Composition

Article 14
The management of the business of the Federation shall be vested in the Managing Committee including one
President, Seven Vice Presidents and members elected in the manner hereinafter provided. Provided that if for
any reason the total number of persons elected on the Managing Committee falls short of the total number of
seats that shall not invalidate the election of the Managing Committee.

Elections

Article 15
a) Members of the Managing Committee shall be elected/nominated in the following manner:

i) Member Bodies known as Chambers of Commerce and Industry shall nominate one
representative each to the Managing Committee. In addition, one representative shall be
nominated to the Managing Committee jointly by the Chambers of Commerce and Industry in the
Province of Sindh, one representative jointly by the Chambers of Commerce & Industry in the
Province of Punjab, one representative jointly by the Chambers of Commerce and Industry of the
Province of North Western Frontier Province, one representative jointly by the Chambers of
Commerce and Industry of the Province of Balochistan and one representative jointly by the
Chambers of Commerce and Industry in Azad Jammu and Kashmir.

ii) Members of the General Body representing "A" Class Associations shall elect from amongst
themselves members of the Managing Committee corresponding to half of the number of
nominees of the Chambers of Commerce and Industry mentioned in Article 15 (a) (i). In addition,
they shall elect one member of the Managing Committee who would belong to North Western
Frontier Province/Balochistan.

iii) Members of the General Body representing "B" Class Associations shall elect from amongst
themselves members of the Managing Committee corresponding to half of the number of
nominees of the Chambers of Commerce and Industry mentioned in Article 15(a) (i). In addition,
they shall elect one member of the Managing Committee who would belong to North Western
Frontier Province/Balochistan.

Provided that in case of increase in the number of Chambers of Commerce & Industry an
additional seat shall be allocated automatically to Associations of Trade and Industry alternately
to "A" and "B" Class Associations.

iv) The immediate Past President of the Federation shall be ex-officio member of the Managing
Committee.

v) The Members of the Managing Committee shall cease to be members if for any reason they
cease to be members of the General Body. The vacancy thus caused shall be filled by cooption
by the Managing Committee from the same group of Member Bodies to which the former
member belonged.

b) President

The Managing Committee shall elect, from amongst its members a President who shall be called the President of
the Federation. Commencing from 1st January, 1990 onwards the President shall be elected from amongst the
members of the Managing Committee representing the Northern Zone comprising Punjab, North Western Frontier

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Province and Azad Jammu & Kashmir and the Southern Zone comprising Sindh and Balochistan in accordance
with the following self-repeating cycle:

i) Azad Jammu & Kashmir

ii) Punjab
iii) Sindh
iv) North Western Frontier Province
v) Balochistan
vi) Punjab
vii) Sindh

Provided that the present incumbent President shall be deemed to have held and shall conclude his two years
term of office within the context of Article 16(i) and 28(v).

c) Vice Presidents

i) The Members of the Managing Committee shall elect one Vice President from amongst their
members representing Chambers of Commerce & Industry.

ii) The Members of the Managing Committee shall elect one Vice President from amongst their
members representing the Associations of Trade or Industry.

iii) The Members of the Managing Committee shall elect Five Vice Presidents from amongst their
members out of which four representing the Provinces namely Sindh, Balochistan, NWFP and
Punjab and one Vice President shall be elected by rotation for each term belonging to
Islamabad/Azad Jammu & Kashmir.

d) The election wherever prescribed in these Articles shall be held by Secret Ballot and in accordance with
the Election Rules framed by the Managing Committee.

Provided that non-participation by any member bodies in the elections or any proceedings of the
Federation shall not invalidate such elections or proceedings.

Terms of Office

Article 16
i) The President, Vice Presidents & Members of the Managing Committee shall hold office for a term of two
years beginning from Ist January of the year during the term in which they have been elected and shall
continue to hold office till the second Annual General Meeting.

ii) The Immediate Past President on the expiry of his term under Article 15(a) (iv) shall not be eligible to
stand for election to the Managing Committee for the next ensuing term.

iii) A Vice President shall be eligible for re-election on the expiry of his first term.

iv) On completion of maximum two terms the retiring members of the Managing committee shall not be
eligible to stand for election in any representative capacity for the next one term.

Frequency of Meetings

Article 17
The Managing Committee shall hold at least five meetings in a year provided that at least one meeting is held in
each Zone.

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Quorum

Article 18
One-third Members of the Managing Committee shall form the quorum for its meetings.

Powers

Article 19
The Managing Committee shall have the following powers:

i) To appoint any number of sub-committees or special committees or standing committees or expert

committees to deal with problems relating to any particular trade or industry on any issue having a
bearing on trade, commerce, industry and economy of Pakistan and Azad Jammu and Kashmir. The
Members of such committees will be taken from the membership of the Federation as well as the "A" or
"B" Class Associations representing the trades or industries concerned. In case there is no such
Association to represent a particular trade/industry, the Managing Committee will be free to nominate
persons on such committees even from outside the membership of the Federation. Provided that in case
of a difference between the views of the Managing Committee and those of such committees the former
shall not shut the views of the latter particularly while corresponding with Government.

ii) To appoint staff headed by a Secretary General and comprising Secretaries of the various departments
of the Federation and its Zonal, Branch and Liaison Offices and other staff considered necessary to run
the business of the Federation efficiently, and to frame rules and regulations to govern their selection,
appointments, promotions and transfers, pay, leave and provident funds, travelling and other allowances
and remunerations, privileges, disciplinary control, removal or dismissal, etc. of the staff.

iii) To appoint legal or technical advisers to tender expert advice to the Federation on various issues
concerning trade, commerce and industry.

iv) To delegate, subject to such conditions as it thinks fit, any of its powers to Zonal Committee or Sub-
Committee.

v) To sanction all expenses of travelling in connection with the work of the Federation to members and staff
of the Federation as well as other persons appointed on the committees of the Federation.

vi) To meet the working expenses of the management, establishment charges and salaries of the staff of the
Federation.

vii) To send delegates or delegations abroad or invite and/or receive foreign delegates or delegations
connected with trade, commerce and industry with the prior approval of the Central Government and to
bear the expenses thereof.

viii) Subject to the provisions of Article 12(iv) to enter into agreement with, upon such terms and
conditions as the Managing Committee may deem appropriate, for working in connection with, or for
better development of, any branch of commerce, industry, with any organisation having like objects that
may apply to be allowed to work in cooperation with the Federation and to be combined with the objects
not inconsistent with the objects of the Federation as defined in the Memorandum of Association.

ix) To set up different departments of the Federation to deal with various aspects of its business, including a
Social Welfare Department to work exclusively for the promotion of Social Welfare in Pakistan and to
meet all expenses on account of or arising from the work of these departments.

x) To make such rules, bye-laws and regulations as it may consider expedient for the proper conduct of
the business of the Federation.

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xi) To add, alter, improve and repeal regulations or bye-laws of the Federation provided such rules,
regulations or bye-laws do not militate against the standing rules and regulations, already confirmed by
the Annual General Meeting or Extraordinary General Meeting of the Federation.

xii) Generally to look after the business of the Federation and take all possible steps and measures to
promote the popularity of the Federation with a view to making a success of its aims and objects and
to increase the status, dignity and honour of the Federation and of its Members.

6. ZONAL COMMITTEES

Article 20
The Zonal Offices of the Federation shall be run by the Zonal Committees representing Member Bodies in the
Province concerned as follows:

i) Two representatives from each of the Member Bodies styled as Chambers of Commerce and Industry,
one representing trade and one representing industry.

ii) One representative from each of the Member Bodies concerned styled as "A" Class Association of Trade
and/or Industry and with its Head Office in the Zones concerned.

iii) One representative from each of the Member Bodies concerned styled as "B" Class Association of Trade
and/or Industry and with its Head Office located in the Zones concerned.

Article 21
The Zonal Committees will correspond with the Provincial or Local Government or Administration and various
authorities of the Central Government in the Zones on matters which concern the zones provided that:

i) On any matter having an all-Pakistan bearing if the Managing Committee differs with the Zonal
Committee the opinion expressed or recommendations or nominations made by the latter shall also be
forwarded to the Government along with the views of the Managing Committee.

ii) They shall not directly correspond with the Central Government Secretariat and that where a matter
concerns the Central Government it shall be progressed by or through the Managing Committee.

Article 22
The budget, expenditure and all appointments of staff of the Zonal, Branch or Liaison Offices shall be controlled
by Head Office in accordance with the rules and regulations framed by the Managing Committee provided that
such rules and regulations concerning pay, leave, allowances, qualifications and privileges of staff shall be the
same as applicable to staff of the Head Office.

Article 23
The Secretaries of the Zonal Offices will be headed by the Zonal Secretaries of the status of the Secretaries at
the Head Office.

7. THE PRESIDENT

Article 24
The President shall be the chief executive of the Federation. He shall, whenever possible, preside over all the
meetings and lead all deputations and delegations. He shall address the General Meetings and shall perform
such other duties as may be incidental to the office of the President. In the event of his going out-side the
country he shall delegate his powers to any one of the Vice Presidents who will act as President during his
absence.

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8. THE VICE PRESIDENT

Article 25
In the absence of the President, one of the Vice Presidents shall have the powers to perform the duties of the
President.

9. SECRETARY GENERAL

Article 26
Subject to the supervision and control of the President and the Managing Committee, the Secretary General
shall have the following duties:

i) To carry on and have charge of all correspondence of the Federation.

ii) To keep and maintain the accounts of the Federation and the funds connected with or in any way
controlled by the Federation.

iii) To keep and maintain accurate minutes of all meetings of the Federation, its Managing Committee and its
various Committees.

iv) To have charge of all papers and documents, furniture and all other properties, movable and immovable,
belonging to the Federation.

v) To issue notice of all meetings of the Federation, its Managing Committee and various Committees.

vi) To notify Member Bodies, Members of the General Body and Honorary Members, of the impending
elections and the results of the elections.

vii) To countersign all cheques signed by the President and/or members of the Managing Committee or of
any fund or Committee of the Federation.

viii) To demand and collect all dues from Member Bodies of the Federation or from any other
Association or Committee working in conjunction with the Federation.

ix) To prepare the Annual Report and Reports of all Committees.

x) To delegate any of his functions to any subordinate officers of the Federation provided that he shall
remain responsible to the Managing Committee for all acts done on his behalf by such officers.

xi) To maintain administrative and disciplinary control over all staff of the Federation including that employed
in the Zonal, Branch or Liaison Offices, in accordance with the rules and regulations framed in this behalf
by the Managing Committee.

xii) To do and perform all acts and deeds that he may expressly be required to do by the Managing
Committee and generally all such other duties as are incidental to his office.

Article 27
The Secretaries of the Zonal Offices or the Heads of the Branch and Liaison Offices shall perform such duties as
may be assigned to them by the Secretary General subject to the rules and regulations, if framed in this
behalf by the Managing Committee.

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10. MEETING OF THE GENERAL BODY
Annual General Meeting

Article 28
The Annual General Meeting of the Federation shall be held every year in the month of December to transact the
following business:

i) To confirm the Minutes of the last Annual General Meeting of the Federation.

ii) To consider and adopt the Annual Report of the Federation.

iii) To consider and pass the Audited Accounts of the Federation.

iv) To appoint the Auditors and fix their remuneration.

v) To announce the result of the election every second year when the elections are held.

vi) To elect Honorary Members, if any, in conformity with the rules framed by the Managing Committee.

vii) Any other business subject to the rules framed by the Managing Committee.

Extra-ordinary or Special General Meetings

Article 29
The Meetings of the General Body, other than the Annual General Meetings, shall be called Extra-Ordinary
General Meetings and shall be held at any time and at such places as the Managing Committee may deem
convenient for the disposal of the business of the Federation.

Meetings of Requisition

Article 30
An Extra-Ordinary General Meeting can also be held on a requisition signed by not less than one-tenth of the
total number of Members of the General Body specifying clearly the business desired to be transacted.

Article 31
The Secretary General upon requisition made in writing by at least one-tenth of the members of the General Body
shall convene an Extra-ordinary General Meeting and such a meeting shall be called within 21 days from the date
of receipt of such requisition, and a notice of such a meeting under the signature of Secretary General shall be
circulated, among the Member Bodies for their information.

Article 32
If the Secretary General does not proceed within 21 days from the date of the requisition so made to cause a
meeting to be called the requisitionists or a majority of them may themselves call the meeting, but in either case
any meeting so called shall be held within three months from the date of requisition. Every meeting so called by
the requisitionists shall be called in the same manner or as nearly as possible in which meetings are to be called
by the Secretary General.

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Article 33
Any requisition for an Extra-ordinary General Meeting shall express the object of the meeting and must be signed
by the requisitionists and should be sent to the Secretary General at the Head Office by registered post
acknowledgement due.

Quorum

Article 34
One-fourth Members of the General Body, present in person or by proxy, qualified for the time being, will form a
quorum for the Annual General or Extra-ordinary General Meetings and no business shall be transacted at such
meetings unless there is a quorum.

Notice of Meetings

Article 35
At least 21 days notice for Annual General Meeting intended to pass ordinary resolutions or an Extra-ordinary
General Meeting intended to pass special resolutions specifying the place, date and hour of the meeting shall be
circulated to the Member Bodies along with the notice of the meeting. Non-receipt of such a notice by any
Member of the General Body or any Member Body shall not invalidate the proceedings at such meetings.

Conduct of Business

Article 36
The President shall preside over every General Meeting of the Federation and in his absence, one of the Vice
Presidents shall preside over such meetings. If the President and Vice Presidents be not present at the time of
holding a meeting, the members of the Managing Committee present at the meeting shall elect some one from
amongst themselves to act as the Chairman of the meeting.

Article 37
The President may, with the consent of the members present adjourn the meeting from time to time, and from
place to place but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.

Article 38
At any General Meeting unless a poll is demanded by any one member a declaration by the President that the
resolution has been carried and an entry to that effect in the book of the proceedings of the Federation, shall be
the conclusive evidence of the facts, without proof of the number or proportion of the votes recorded in favour of
or against the resolution.

Article 39
If a poll is demanded in the manner aforesaid, the same shall be taken in such a manner as the Chairman directs
and the results of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

11. VOTING RIGHTS

Article 40
i) Every representative of the Member Body present, in person, at a meeting of the Federation or any of its
committees and qualified to vote shall have one vote. The Chairman, in case of equality of votes, shall
have one casting vote.

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ii) No representative shall be entitled to vote at any election meetings of the Federation unless all dues,
membership subscriptions payable by the Member Body of the Federation of which he is the nominee
have been paid and credited to the accounts of the Federation prior to the date and time of nomination(s)
to the General Body specified by the Secretary General.

Article 41
Every question submitted to a meeting of the Federation or its Committees or to the Managing Committee shall be
decided unless unanimous, by a majority of the representatives present and voting at such meeting.

12. NOTICE ON MEMBERS

Article 42
A notice may be served upon any member either personally or by sending it through the post under certificate of
posting in a pre-paid letter addressed to such member at such member's registered address. Any notice sent
by post shall be deemed to have been served at the time when the letter containing the same would have been
delivered in the ordinary course of post.

13. PRELIMINARY EXPENSES

Article 43
The preliminary expenses of registration and other incidental expenses of the Federation shall be borne by the
Federation.

14. AUDIT

Article 44
Once at least in every year the Accounts of the Federation shall be prepared and audited. The accounts audited
by a Chartered Accountant alongwith a list of members as on 30th November shall be furnished to Director Trade
Organization on or before 31st day of December every year.

Article 45
The Auditors elected at Annual General Meeting shall hold office until the next Annual General Meeting.

Article 46
i) The Auditors of the Federation shall have the right to access at all times to the books of accounts and
vouchers of the Federation and shall be entitled to require from the Managing Committee and officers of
the Federation such information and explanations as may be necessary for the performance of their
duties.

ii) The Auditors shall make a report to the Members on every Balance Sheet laid before the Federation in
General Meeting during their tenure of office and the report shall state:

a) Whether or not they have obtained all the information and explanations required by them; and

b) Whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as to
exhibit a true and correct view of the state of the Federation's affairs according to the best of their
information and the explanations given to them and as shown by the books of the Federation.

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Article 47
Every account of the Federation when audited and approved by a General Meeting shall be final except as regard
any error discovered therein within three months following the approval thereof. Whenever any such error is
discovered within that period the account shall forthwith be corrected and thenceforth shall be final.

Article 48
The Auditors shall be entitled to receive notice of and to at tend any General Meeting of the Federation at which
any accounts which have been examined or reported by them are to be read before the members and may make
any statement or explanation they desire with respect to the accounts.

15. INDEMNITY

Article 49
Every President, Vice President, Member of the Managing Committee, Secretary General, Secretary and other
Officer or servant of the Federation shall be indemnified by the Federation against, and it shall be the duty of the
Managing Committee to pay, out of the funds of the Federation, all costs, losses and expenses which such
persons may incur or become liable to be reason of any contract entered into, or act or thing done by them as
such persons acting in good faith in the discharge of their duties including travelling expenses and the amount for
which such indemnity is provided shall immediately be a charge on the property of the Federation and have
priority as between the members over all other claims.

Article 50
No President, Vice President, Member of the Managing Committee, Secretary General, Secretary or Officer of the
Federation shall be liable for the act, receipts, or defaults of any other member of the Managing Committee or
officer or for joining in any receipt or other act or conformity or for any loss or expenses happening to the
Federation through the insufficiency or deficiency of title to any property acquired by order of the Managing
Committee for and on behalf of the Federation or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Federation shall be invested or for any loss or damage arising from the
bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be
entrusted or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any
other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in
relation thereto unless the same happen through his own dishonesty.

16. SEAL

Article 51
i) The Managing Committee shall provide a common Seal for the Federation. The Seal shall be deposited
with the Secretary General and shall never be affixed to any document except by the prior authority of the
Managing Committee or the President for the time being and at least one other member of the Managing
Committee shall sign every such instrument to which the Seal is affixed and all such instruments shall be
countersigned by the Secretary General; provided any instrument bearing the Seal of the Federation and
issued for a valuable consideration shall nevertheless be binding on the Federation notwithstanding any
irregularity touching the authority of the Managing Committee to issue the same.

ii) Deeds, bonds and other contracts, under the Seal made on behalf of the Federation and signed by the
President and the Secretary General or the persons acting as the President and Secretary General and
one Member of the Managing Committee shall be deemed to have been duly executed.

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17. WINDING UP

Article 52
The provisions of the Companies Ordinance, 1984 as amended from time to time, regarding the winding up of a
private company shall apply to the winding up or dissolution of the Federation.

18. CONFIRMATION OF ANY ALTERATION TO RULES

Article 53
All rules, regulations or bye-laws affecting general members of any alterations or additions thereto or cancellation
thereof, shall be submitted by the Managing Committee to a meeting of the General Body for confirmation. Such
rules shall nevertheless be effective until they are placed before a General Meeting called in accordance with the
provisions of the Companies Ordinance, 1984 for confirmation.

Article 54
The foregoing Articles shall be copied in a book to be kept as a record of the Federation. No alteration or addition
or deletion shall be made therein or thereto save and except by a majority of three-fourths of the Members of the
General Body present at the Annual General Meeting or an Extra-ordinary General Meeting convened by a notice
issued at least twenty-one days before the holding of such meeting and in which all the terms of the proposed
alteration shall have been clearly set forth.

19. RIGHT OF AMENDMENT

Article 55
Amendments to these Articles of Association shall be subject to the approval of the Government and shall also be
made when required by the Government in public interest.

(------------------------ END ---------------------)

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NAMES OF THE ORIGINAL SIGNATORIES - APRIL 1960

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COMPUTER DEPARTMENT, FPCCI
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