| The Constitution and Rules of the Sri Lanka Institute of Marketing |
| Preamble |
WHERE AS by The Sri Lanka Institute of Marketing (Incorporation) Act No 41 of 1980 there was established by the name “THE SRI LANKA INSTITUTE OF MARKETING” (hereinafter sometimes referred to as “the Institute” a Corporation sole with perpetual succession (hereinafter also sometimes referred to as “the Corporation”) by which name it was empowered to sue and be sued in all Courts with power and authority to have and use a common seal and alter the same at its pleasure and also inter alia to make rules.
AND WHEREAS it has became necessary for the Corporation to set forth the Constitution and Rules of the Corporation and to make the same available to the members of the Institute in one document (hereinafter referred to as “The Constitution and Rules of the Sri Lanka Institute of Marketing”) |
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| Short Title |
| Incorporation of the Sri Lanka Institute of Marketing |
| This document shall be called The Constitution and Rules of the Sri Lanka Institute of Marketing |
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| The Constitution |
| From and after the date of commencement of this Act, such and so many persons as now are members of the Sri Lanka Institute of Marketing (hereafter referred to as “the Institute”) or shall hereafter be admitted members of the Corporation hereby constituted, shall be a body corporate (hereinafter referred to as “the Corporation”) with perpetual succession under the style and name of “The Sri Lanka Institute of Marketing” and by that name shall and may sue and be sued in all courts, with full power and authority to have and use a common seal and alter the same at its pleasure |
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| General Objects of the Corporation |
| The general objects for which the Corporation is constituted are hereby declared to be; |
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To foster the development, growth, and wider acceptance of Marketing as a part of management in Sri Lanka |
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To provide a professional forum for its membership |
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To contribute, within the area of its professional competence, to the economic growth of the country |
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Middle level marketing rankers who would like to develop their theoretical and practical knowledge in marketing |
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To advise and assist on the formation, implementation, and appraisal of national policies on any matters connected |
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with marketing both in Sri Lanka and abroad |
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To suggest and promote legislative action in the sphere of marketing to serve the best interests of the country; and |
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To promote, maintain and uphold professional and ethical principles and standards in the practice of marketing in Sri Lanka |
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Provided, however, that the Corporation shall not support any object or endeavor to impose on, or procure to be observed by, its members or others any regulation, restriction or condition which if it were an object of the Corporation, would make it a trade union:
And provided further, that the Corporation shall not support any object of a political, religious or racial nature. |
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| Functions of the Corporation |
| The principle functions of the Corporation shall be: |
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To organize lectures, discussions, and seminars on subjects of interest to its membership |
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To promote and assist the study of Marketing at Universities and other institutions of higher education |
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To conduct examinations and to issue, by arrangement with any University established or deemed to be established |
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under the Universities Act and the concurrence of the University Grants Commission established under that Act, certificates or diplomas; |
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To encourage and where possible organize for its membership to undertake studies on subjects within the particular interest of the Corporation and where feasible arrange for the publication of such studies; |
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To establish, foster and maintain relations with associations with similar or allied interests, both in Sri Lanka and abroad; |
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To encourage and promote unanimity of option and action amongst members on all matters pertaining to the objects of the Corporation; and |
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To promote the objects of the Corporation by any other means which the Corporation may decide |
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| General power of the Corporation |
| The Corporation shall have the power to do, perform and execute all such acts, matters and things whatsoever as are necessary to desirable for the promotion or furtherance of the objects of the Corporation or any one of them including the power to open, operate and close bank accounts to borrow or raise moneys with or without security, to receive or collect grants and donations, to invest its funds, and to engage, employ and dismiss personnel required for the carrying out of the objects of the Corporation |
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| Executive Committee |
| The affairs of the Corporation shall be administered by an Executive Committee consisting of; |
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The Council of Management comprising the President, the two Vice- Presidents, the Honorary Secretary,
the Honorary Assistant Secretary and the Honorary Treasurer; and |
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The other members |
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To be elected or nominated, as the case may be, in accordance with the rules for the time being in force of the Corporation. |
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The affairs of the Corporation shall be administered by an Executive Committee consisting of;
1. The Council of Management comprising the President, the two Vice- Presidents, the Honorary Secretary,the Honorary Assistant Secretary and the Honorary Treasurer; and
2. The other members
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To be elected or nominated, as the case may be, in accordance with the rules for the time being in force of the Corporation. |
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The executive committee may nominate, if it so desires, for the period of one year a consultative council, consisting of not more that five persons distinguished in marketing or in a related field.
The executive committee may, in its discretion, seek the views and advice of the consultative council but it shall in no way be bound to accept or execute any such advice. |
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The Executive Committee shall have the power to appoint special committees for such purposes as it may determine |
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The first Executive Committee of the corporation shall be the Executive Committee of the Institute holding office on the date of commencement of the Act |
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| Rules of the Corporation |
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It shall be lawful for the Corporation, from time to time, at any general meeting of the members and by a majority of votes, to make rules for the admission, withdrawal, or expulsion of members, for the classification of members and of their entitlement to vote at meetings, for the conduct of the duties of the Executive Committee and of the various officers, agents and servants of the Corporation, for the procedure to be followed in the transaction of business, and otherwise, generally for the management of the affairs of the corporation and the accomplishment of its objects. Such rules when made may at a like meeting, be altered, added to, amended, or cancelled, subject however to the requirement of sub-section(2) |
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No rule of the Corporation for the time being in force nor any rule which may hereafter be passed shall be altered added to, amended or cancelled, except by a vote of the majority of the members entitled to vote. |
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The Executive Committee shall have power to make, alter or revoke by-laws from time to time, for carrying out the objects of the Corporation, provided such bylaws are not inconsistent with the rules in force for the time being of the Corporation |
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The rules and bylaws of the institute in force on the date of the commencement of the Act shall be deemed to be the rules and bylaws of the Corporation made under this section |
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The members of the Corporation shall be subject to the rules of the Corporation |
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| Debts due by and payable to the Institute |
| All debts and liabilities of the Institute that exist on the date of commencement of the Act of Incorporation shall be paid by the Corporation herby constituted, and all debts due to, and subscriptions and contributions payable to, the Institute on the said date shall be paid to the Corporation |
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| Power of Corporation to hold property |
| The Corporation shall be able and capable in law to acquire and hold either as beneficial owner or trustee or otherwise any property, movable or immovable upon or by virtue of any instrument or purchase, grant, gift, or lease, or upon or by virtue of any testamentary disposition or otherwise, and all such property shall be held by the Corporation for the purpose of the Act and subject to the rules for the time being of the Corporation, or otherwise for the purpose of and upon the trusts and subject to the conditions in the relative instrument of disposition, contained, with full power (subject always to the provision of any written law relation to trusts and of the relative instrument of disposition) to sell, mortgage, lease, exchange or otherwise dispose of, encumber or charge the same. |
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| Seal of the Corporation |
| The seal of the Corporation shall be in the safe custody of the council of Management and shall not be affixed to any instrument whatsoever except with the authority of the Executive Committee previously obtained and in the presence of two members of the Council of Management who shall sign their names on the instrument in token of their presence, and such signing shall be independent of the signing of any person as a witness |
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| Limitation of liability of members |
| No member of the Corporation shall, for the purpose for discharging the debts and liabilities of the Corporation, or for any other purpose, be liable to make any contribution exceeding the amount of such subscription as may be due from him to the Corporation |
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| Property remaining on dissolution |
| If upon the dissolution of the Corporation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, such property shall not be distributed among the members of the Corporation, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the corporation, and which is or are by the rules thereof prohibited from distributing any income or property among its or their members. Such institution or institutions shall be determined by the members of the Corporation at or immediately before the time of the dissolution of the Corporation. In the event of there being no successor institution or institutions determined by the members of the Corporation, the assets will be administered by a Board of Trustees appointed for the purpose by the Executive Committee prior to dissolution. The Board of Trustees so appointed will have power to dispose of the assets, to settle all debts or liabilities, if any. The remaining assets shall, in the absence of any specific instruction, be handed over to the Public Trustee. In the event of a sudden dissolution without the prior appointment of a Board of Trustee as provided for above, all the assets will devolve on the Public Trustee who is hereby empowered to apply them to some charitable object in the field of marketing education |
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| Saving of the rights of the Republic and the others |
| Nothing in this Act contained shall affect or be deemed to affect the rights of the Republic or of any body politic or corporate or of any other person except such as are mentioned in this Act and those claiming by, from or under them. |
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| RULES |
| Classification of membership of institute |
| There shall be seven categories of members and they shall consist of: |
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Founder Members |
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Ordinary Members |
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Associate Members |
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Student Members |
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Honorary Members |
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Corporate Members |
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Fellow Members |
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| Founder Members |
| The signatories to the Constitution of the Institute on the Thirty-First day of January 1970, which is the day of inauguration of the Institute either in person or by communicating their assent to the Conveners, shall be the FOUNDER MEMBERS. They will however be governed by all the rules applicable to Ordinary Members and shall be entitled to all the privileges of Ordinary Membership |
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| Ordinary Members |
| Possess a recognized marketing qualification and have a minimum of three years experience in Marketing Management or in Marketing Educations |
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| Associate Members |
Possess a recognized marketing qualification and do not have three years experience in marketing; or
Have obtained a degree from a recognized university or an equivalent professional qualification and have three years experience in marketing; or
Possess a minimum of five years experience in marketing |
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| Student Members |
| shall be those who are students of marketing or are otherwise interested in the study and techniques of marketing |
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| Honorary Members |
| shall be those who are invited by the Executive Committee and are proposed as members at a General marketing or in a related field. They will not be required to pay an admission fee or annual subscriptions |
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| Corporate Members |
| The Executive Committee may invite organizations either in the private sector or public sector to become Corporate Members of the institute. Corporate Members shall be allowed to nominate employees of the organization to be entitled to the benefits of corporate membership offered by the institute. However corporate members or their nominees shall not be entitled to vote or seek office of the institute. The Executive Committee shall decide the criteria for admission and benefits offered to corporate members. The entry fee and the annual subscription and benefits offered to corporate members. The entry fee and the annual subscription shall be decided by the Executive Committee provided that the entry fee and the annual subscription is not less than Rs. 10,000/= and Rs. 25,000/= respectively |
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| Fellow Members |
| Will be those who have been Ordinary Members of the institute for over three years and have distinguished themselves in the field of Marketing Management and have made a notable contribution to the field of marketing and Marketing Management in Sri Lanka or abroad. This may be a professional or and academic achievement |
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| Right to Vote |
| Only Founder Members, Ordinary Members, Honorary Members and Fellows shall have the right to vote provided, however, that Founder Members, Ordinary Members and Fellows have paid all subscription including all arrears of subscription for the year in which the vote is sought to be exercised |
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| Election to Office |
| Only Founder Members, Ordinary Members, Honorary Members and Fellow shall have the right to be elected to any office so long as they are not in arrears with their subscriptions and at the time of seeking election to any office have paid the current year’s subscription |
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| Admission to membership |
| All applications for membership to the Institute, other than Honorary Membership, must be accompanied by: - |
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A duly completed application form wherein the applicant is proposed and seconded by any two Ordinary Members, Honorary Members or Fellows of the Institute, and |
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A remittance covering the admission fee and full year’s subscription fee as decided by the Executive Committee |
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| Applicants shall be admitted to membership on being approved by the Executive committee. The Executive Committee shall have the power to reject an application for membership without giving reasons for such rejection, not withstanding that the application, prima facie, satisfies requirements specified for the category of membership to which admission is sought. |
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The Annual subscription decided by the Executive Committee shall be in respect of
1. Ordinary Members
2. Associate Members
3. Student Members
4. Corporate Members
5. Fellows |
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The annual subscription payable will payable will be approved at the Annual General Meeting and will not be less than the amounts stipulated below
1. Founder/ Ordinary Members LKR 2,000.00
2. Fellows LKR 5,000.00
3. Associate Members LKR 1,500.00
4. Student Members LKR 500.00 |
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The Annual Subscription shall become due on the 1st day of January every year and shall be in respect of the year ending on the 31st day of December. Membership shall ‘ipso facto’ cease if the annual subscription is in arrears for a period in excess of six months from the due date. Any person who ceases to be a member on account of his annual subscription not being paid within the stipulated time will be notified by the Honorary Secretary, and may seek re-admission to the Institute as a new member in accordance with the foregoing provisions |
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The Honorary Treasurer shall at the end of each year in the month of December give notice in writing to all Founder, Ordinary, Associate, Students and Fellow Members calling for payment of the subscription payable for the following year. Nothing herein shall preclude any other form of notice being given regarding payment of subscription payable by Founder, Ordinary, Associate, Student and Fellow members |
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| Registration of membership |
| Any member may resign from the Institute, by giving notice in writing to that effect to the Executive Committee and shall cease to be a member from the date of acceptance by the Executive Committee of the resignation. No resignation will be accepted from any member unless his subscription for the year in which his resignation was received has been paid |
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| Expulsion from membership |
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The Executive Committee may on any one or more of the following grounds strike off from the Register of Members any member:
1. Found guilty of any conduct which is unbecoming of a member of the marketing profession or who is convicted by a court and imprisoned or fined for any criminal offence or
2. Who is certified as being of unsound mind, or
3. Who shall fail or neglect to pay his annual subscription in respect of any year within the prescribed time after being given due notice by the honorary Treasurer, or
4. Who shall neglect or refuse to comply with the provisions of this Constitution or any rules or by-laws of the Institute after written notice is sent to his by registered post requesting him to comply or
5. Who has in any way taken any action determined to or has otherwise acted in a manner prejudicial to or has acted in any way as would conflict with the interests and objectives of the Institute, or
6. Who has ceased to satisfy the requirements of this Constitution as to membership |
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Before the name of a member is struck off the Register the Executive Committee shall afford such member a reasonable opportunity to tender his explanation, if any. Any member who is struck off the Register shall as from the date of notification thereof not be entitled to use any title which has been conferred on him under any bylaws of the institute |
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A member who is struck off the Register may, if again eligible under this Constitution, apply for readmission after the expiry of twelve months subject to the provisions to rule 14. The council may in its discretion, re-admit him to membership on such terms and conditions as it may think fit |
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Cessation of the membership from the institute for any reason whatsoever shall not entitle a member to claim any monies paid to the institute and he shall have no claim whatsoever against the Institute therefore |
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| Executive Committee |
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There shall be an Executive Committee consisting of the Council of Management and ten others elected by the general membership or as provided by the rules |
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The Executive Committee shall have authority to act within the scope of this constitution in the name and on behalf of the institute and to spend the funds of the institute in the best possible manner in order to achieve the objectives of the institute. The members of he Executive Committee shall not be held responsible for any loss resulting to the institute for any transactions provided they have acted in good faith and not ultra vires this constitution |
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The quorum for the Executive Committee meetings shall be six and such a meeting shall be summoned by the President or any two members of the Executive Committee. The president or in his absence one of the Vice presidents shall be the chairman at all meetings and if any of them are not present the members present shall choose one of their number to be the chairman of the meeting |
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The Executive Committee shall have power to make, alter or cancel any by-laws from time to time provided any by-laws made shall not be repugnant to the rules of the constitution |
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The Executive Committee in addition to the power to appoint special committees may make such other appointment one or more to help and assist the council of management and any member of the Executive Committee and give the person so appointed a designation as decided by the Executive Committee |
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The Executive Committee shall meet at least nine times each year. At least 14 days notice shall be given of such meetings of the Executive Committee to the members, specifying the date, time, place and nature of business. SPECIAL MEETINGS of the Executive Committee may be convened on the authority of the president or a vice president or by any four members of the Executive Committee if requisitioned in writing. The notice calling for such a meeting must clearly state the purpose of the meeting and shall be given or posted at least 48 hours before the time fixed for the meeting. Notice of a meeting may be given by telephone provided the same shall be confirmed thereafter in writing |
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All questions arising at any meeting of the Executive Committee shall be decided on by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or a casting vote |
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No member of he Executive Committee, other than a member of the Council of management, shall hold office for more than five consecutive years |
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The Executive Committee should take appropriate disciplinary action against any Executive Committee member who has acted against the advice of the members, resulting in severe damage to the institute or results in financial losses to the institute |
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No Executive Committee member shall conduct business with the institute directly or indirectly, including lecturing, unless specially requested by the Executive Committee |
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| Consultative Council |
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There shall be a Consultative Council of not more than 5 in number, comprised of persons distinguished in marketing or related fields who shall be nominated by the Executive Committee for each year. Therefore, nomination may be extended annually by the Executive Committee. The Executive Committee may at its discretion seek the views and advice of the Consultative Council but this does not impose an obligation on the Executive Committee to accept such advice or give effect thereto |
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The Executive Committee shall also have power to appoint any special committee for such purposes as the Executive Committee may deem necessary |
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| Council of Management |
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All members of the council of management and of the Executive Committee shall hold office in an honorary capacity and shall not be entitled to any share of the assets, profits or income of the Institute or to obtain loans from the institute’s funds. Nothing herein shall however, prevent reimbursement to them of monies expended by them on behalf of or in connection with the business of the institute so long as the authority of the Executive Committee had been obtained to incur those expenses. Reimbursement of expenses may also include traveling |
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The Executive Committee and the council of management of the institute shall hold office from one Annual General Meeting to the next Annual General meeting unless otherwise removed from office at a special general meeting convened for such purpose. A new Executive Committee or Council of Management elected at such a special general meeting shall hold office until the next annual general meeting |
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Any vacancies in the Council of Management or of the Executive Committee occurring during their period of office shall be filled by nomination by the Executive Committee and the person so nominated to fill such vacancies shall hold office till the next Annual General Meeting |
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| Financial Year |
| The financial year of the institute shall be the calendar year commencing from the 1st January of one year to the 31st December of that year |
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| Meetings of the Institute |
| The members of the institute shall meet annually or they may meet at a general meeting specially convened to transact any special business |
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| Annual General Meeting |
| ANNUAL GENERAL meeting of the institute shall be held not later that the 31st March of each year for the purpose of: |
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Considering the Annual Report and audited accounts; |
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Electing the council of the management of the institute and the Executive Committee |
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Appointing auditors and fixing their remuneration; |
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Transacting any other business of which due notice shall have been given and which the Executive Committee shall
have approved |
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| The time, date and venue of the annual general meeting shall be fixed by the Executive Committee. |
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| Special General Meetings |
| A SPECIAL GENERAL Meeting may be convened by the Executive Committee or be requisitioned by not less than 15 members entitled to vote by a written request to the Executive Committee to requisition such meeting and such request shall specify the purpose of such meeting. On receipt of a requisition such meeting shall be convened within 45 days of the receipts of the requisition and the secretary shall send out a notice within the time specified under the rules giving the date, time and place of the meeting and the purpose for which such a meeting is being convened or requisitioned |
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| Procedures at Meetings |
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The president or in his absence any one of the vice presidents shall preside at all meetings of the institute. If the president and the Vice president are absent, the members present shall elect one among their number to chair the meeting |
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Voting at all meetings shall be by a show of hands except by ballot in the case of where an election to an office or Executive Committee if there shall be a contest and the chairman shall after a count declare the result of the voting |
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The quorum for a General Meeting shall be one-fifth of the total number of members entitled to vote at the meeting. If a the expiration of fifteen minutes from the time appointed for a meeting the required number of persons shall not be present at the meeting, the meeting if requisitioned shall be dissolved but in any other case it shall stand adjourned to the same day in the next week at the same time and place and no notice of such adjournment need be given. If at such adjourned meeting a quorum is not present, those members who are present shall be a quorum and may transact the business for which the meeting was called |
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| Nominations to the Executive Committee |
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For the purpose of election of office bearers to the Executive Committee either at the annual general meeting or at a special general meeting, nominations shall be called for at lest 30 days before the date of the said meeting |
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All such nominations must be in writing and must contain the names and signatures of the person nominated and his/her proposer and seconder both of whom shall be members who are entitled to vote. These nominations must be received by the honorary secretary within 14 days of the date of the notice calling for nominations |
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The Executive Committee shall scrutinize all nominations received to ensure that the candidates and his/her proposer and seconder are members in good standing and qualified to vote or hold office |
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The list of nominations approved by the Executive Committee shall be posted to the members at least 7 days before the date of the said annual general meeting or special general meeting |
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If prior nominations approved by the Executive Committee to fill all or any positions in the council of management or the Executive Committee have not been received within the specified time for such nominations the chairman shall invite nominations to fill any of such positions from the floor of the house subject to the condition that the person nominated is entitled to be elected in terms of the rules |
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The honorary secretary shall keep proper minutes of all meetings of the Executive Committee and of the general meetings of the institute and any such minutes of any meeting if signed by the chairman of such meeting or by the chairman of the next succeeding meeting shall be conclusive evidence of the facts stated therein |
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The Honorary Secretary shall notify the membership, in writing of the date, time, agenda (that is the business to be transacted at the meeting) and the place at which the General meeting is to be held at least 14 days in advance of such meeting. No business shall be brought before or transacted at any meeting other than the business specified in such short notice. The accidental omission to give notice by, any member shall not invalidate the proceedings of any meeting |
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The honorary Secretary shall maintain an up to date register of members which shall be open for inspection by any member at the registered office of the institute and at the venue of any general meeting. This register shall contain the name, address, occupation of each member, the category of membership and date of admission and any other particulars, which the Executive Committee may direct should be included in such register |
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The honorary Treasurer shall under the of the direction of the Executive Committee keep and maintain proper books of account with respect to the assets and liabilities of the institute, all sums of money received and expended by the institute, and the financial matters in respect of which any transactions take place |
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The books of account shall be kept at the registered office of the institute and shall be open for inspection by any member of the Executive Committee |
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The honorary treasurer shall prepare and submit to the Executive Committee for approval an audited statement of income and expenditure and a balance sheet of the funds of the institute completed up to the 31st day of December each year, prior to the holding of the annual general meeting |
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| The accounts of the institute shall be audited every year by the auditor appointed at the annual general meeting of the institute. The audited report and statement of accounts as at 31st December in each year shall be provided and circulated at least seven days before the annual general meeting at which the accounts are to be considered |
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The name of the institute shall not be used by any member for advertisement or publicity or otherwise except to the extent to which the institute may permit such use under its by laws |
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Every member shall be bound by and shall abide by the constitution and the rules and by laws of the institute and shall do nothing that would affect or impair the image, reputation and good standing of the institute |
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The approvals of all motions for the amendment of the rules, the election or removal of the council of management and of the Executive Committee shall first be obtained at a meeting of the members by a simple majority or the total votes cast and thereafter such motion shall be moved at a duly convened general meeting of the institute of which due notice shall have previously been given to the members. Those members entitled to vote but are unable to be present at the meeting may vote by postal ballot |
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| Any notice or document may be served by the institute on any member either personally or by sending it through the post to the address supplied by him to the institute, provided that any notice required to be given by the institute to the members and not expressly provided for in this constitution shall be deemed to be sufficiently given by advertisement in a local newspaper. Serving notes |
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