MEMORANDUM OF ASSOCIATION

OF

INDEPENDENT MONITORING

ASSOCIATION FOR CHILD LABOUR

NAME

1. The "Association" shall be known as "Independent Monitoring Association for Child Labour" (hereinafter called as "Association" which expression shall mean and include its successors, representative, assignees etc).

2. The Registered Office of the "Association" will be situated in the province of Punjab.

AIMS AND OBJECTIVES OF THE ASSOCIATION

The aims and objectives of the "Association" shall be as follows: (with the extent of whole of Pakistan).

1. To undertake activities for the purpose of sustaining the efforts undertaken to eliminate child labour from soccer ball industry in Sialkot district and its immediate environs within the context of the Atlanta Agreement signed amongst International Labour Organization (hereinafter as ILO) its partners and Sialkot Chamber of Commerce and Industry (hereinafter called SCCI), and in the context of the objectives of this Association.

                     I.      To monitor and oversee the implementation of ILO Conventions related to child labour on such terms and conditions as may be prescribed within the framework of the "Association";

                   II.      To monitor and oversee the implementation of Convention on Child Rights (CRC) on such terms and conditions as may be prescribed within the framework of the "Association" and to facilitate establishing of an internal monitoring systems within the industries/trades of the members seeking to get their work places monitored.

                  III.      To supervise and monitor activities undertaken to eliminate child labour in soccer ball industry in Sialkot district and its environs, and any other industry or business involved in manufacturing of sports goods and other areas, and to facilitate stake holders and other bodies, whether individually or collectively, interested in developing programmes and strategies to end child labour, in Sialkot district and its environs and to support the efforts of the Government of Pakistan in meeting its obligations as agreed through ratification of the International Labour Organization (hereinafter called as ILO) minimum age convention 1937 as well as ILO minimum age convention NO. 138, 1973, for protection of the child labour in the communities engaged in manufacturing of soccer ball from hazardous environment; injurious environment in terms of mental, social and moral environments.

               IV.      To provide assistance to the manufacturers seeking to prevent child labour in the manufacturing or assembly of soccer ball, within the provisions of this Memorandum of Association and to identify and remove child labour associated with the soccer ball manufacturing or assembly of soccer balls and arrange educational and health services as considered appropriate for them and to create awareness in the community and families towards hazards of child labour.

                 V.      To create obligation on a manufacturer, either through a resolution or through a specific agreement, requiring it/him to establish an internal monitoring system for ensuring compliance with the programme and to provide guidance, assistance and training to the employees of the manufacturers either on request or / and under a specific programme enabling them to identify and monitor the ages of the stitchers, to prepare periodic reports, and fulfill such other obligations as required.

               VI.      To enter into all  kinds of commitments/arrangements with manufacturers, contractors or any other individuals, bodies, authorities, entities for the successful implementation of the programme for eliminating child labour.

              VII.      To obtain necessary input from all the stakeholders while preparing the programme for ensuring elimination of child labour; the above programme shall also include specific steps to be taken to identify the problems of the children and the risk that they are exposed to and consequently provide them with appropriate educational facilities, recreational facilities and such other necessary infrastructure which may help to develop their mental, physical, social and emotional potentials.

            VIII.      To take all measures, necessary for rehabilitation of child labour, and may include measures for income generation / enhancement of the families and to encourage participation of companies, both foreign and local to join the programme and solicit their such support as may be. necessary for effective implementation of the programme.

               IX.      To monitor the elimination of child labour in any other area or sector of manufacturing within the Sialkot District and its environs and to continue to make long term sustained efforts for encouraging the Government of Pakistan to take measures for eliminating child labour from throughout Pakistan.

                 X.      To prepare projects including financial and technical components in respect of various measures and steps for eliminating child labour and to borrow or raise money/funds or technical assistance or to receive technical resources, staff assistance and expertise from any member or organization or to invest capital of the Association in such manner as deemed fit by the Association for facilitating the operation of the Association on such terms and security that may be necessary for implementing the said project/s of the Association.

2. To establish projects for the general welfare of the Public especially of the children and cooperate in all respects, with the national and international organizations engaged in elimination of child labor, and determine the nature of intrusiveness in the work of inspection and to give explicit right of gaining access in the area of manufacturer or such other places where the possibility of child labor exists, for the purpose of carrying out the objectives of the Association to design projects and ways and means for developing and generating necessary costs for the expenses of the "Association" and prepare, edit, print, publish issue, acquire and circulate or distribute books and teaching aids and other educational materials.

a)     To establish linkages with Line Department and facilitate delivery of services to the local communities and carry out research on social development, existing situations, constraints, strategies and arrange training events, seminars and workshops for capacity building of the target group.

b)     To Purchase / take on lease or in exchange or otherwise acquire any real estate or personal property wherever situated and construct, maintain and alter any building or erections for the purpose of this Association.

c)      To do all such other lawful and charitable/educational projects for the purpose of attaining the above objectives and to award scholarships etc.

d)     To grant benefits including gratuities and pension etc. to any person or persons who may be or have been officers or servants in any capacity of the Association or the relations or dependents or any such persons and make payments towards insurance in respect of such persons or their relations or dependents, and subscribe or guarantee money for any other welfare and charitable purposes.

1.      The income and property of Association when so ever desired, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of Association.

2.      The "Association" shall not be engaged in any industrial/commercial activity or in any manner /function as a trade organization.

3.      A chartered Accountant or a firm of Chartered Accountants shall audit the accounts of the "Association".

4.      The "Association" shall mention in all its documents, signboards, etc. that it has been setup under Section 42 of the Companies Ordinance, 1984.

5.      The "Association" shall be formed as Public Limited Company, limited by guarantee.

6.      The payment of remuneration for services or otherwise to the members of the "Association", whether holding an office in the company or not, is hereby prohibited.

7.      The liability of the members is limited to Rupees Hundred Thousand.

8.      No patronage of the Government or the Securities and Exchange Commission of Pakistan is claimed in any case.

9.      The "Association" is being established on non-profit, non-sectarian and non- political basis.

10. No change in the Memorandum and Articles of Association shall be made except with the prior approval of the Commission.

11. The Company shall not exploit or offend the religious susceptibilities of the people.

12. The subscribers to the Memorandum and Articles of association of the

13. Company shall continue to be the members of the Company unless allowed by the Commission on application to quit as members.

14. The association shall obtain such other approval or sanction of any authority as may be necessary under any law for the time being in force ; and

15. The Company in all its letterheads, documents and signboards, etc, shall mention that it has been set up under section 42 of the Companies Ordinance, 1984.

16. That each member undertakes to contribute to the assets of the company in the event of ITS being wound up while he is a member, or within one year afterwards, for payment of the debt and liability of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the right of the contributories among themselves, sued amount as may be requested, not exceeding Rs.100, OOO/- (Rupees One Hundred Thousand).

We the persons whose names and addresses are subscribed are desirous of being formed into a

Company in pursuance of this Memorandum of Association.

Witness:

1. AFTAB HASAN

Advocate High Court

13 - Fane Road, Lahore.

2. KAMRAN AKBAR

S/o Akbar Ali Rizvi

13 - Fane Road, Lahore.

ARTICLES OF ASSOCIATION

OF

INDEPENDENT MONITORING

ASSOCIATION FOR CHILD LABOUR

DEFINITIONS

1. In these Articles unless there be something in the subject or context inconsistent therewith:

a)     "Association" means the company called as "Independent Monitoring Association for Child Labor".

b)     "MEMBER" means a founding member/promoter of the "Association" .

c)      "UNIT" means, manufacturer of soccer ball or any other supports goods, who have requested the Association for monitoring of their manufacturing units, and agreed to comply with all the terms and conditions prescribed by the "Association" and its request is accepted by the Association.

d)     "GENERAL MEETING" means the General Meeting of the "Association".

e)     "THE CHIEF EXECUTIVE" means the Chief Executive of the "Association",

f)        "THE SECRETARY" means Secretary of the Association.

g)     "THE OFFICE" Means the Registered Office for the time being of the "Association".

h)      "THE REGISTER" means the Register of the Members to be kept pursuant to section 147 of the Companies Ordinance, 1984.

i)        "THE MANAGEMENT COMMITTEE" means the committee elected under these Articles for running day to day affairs of the Association.

j)        "BOARD OF GOVERNORS" means founder members of the Association.

k)      "MANUFACTURING UNIT" means a factory as defined under Factories Act, or any other place in Sialkot district or at any other area engaged in manufacturing, stitching, assembling and producing soccer balls or any other supports goods.

l)        "MONTH" means a calendar month.

m)   "IN WRITING " and "WRITTEN" include printing, lithography and other modes of representing or reproducing word in a visible form.

n)      Words importing the singular number shall include the plural number and vice versa. Words importing masculine gender shall include the feminine gender.

o)     "ORDINARY   MEETING",   SPECIAL,   or   "EXTRA ORDINARY MEETING" means respectively an ordinary general meeting a special meeting, or an extra ordinary general meeting of the "Association" called or any adjournment thereof.

p)     "THE ORDINANCE" means the Companies ordinance, 1984.

q)     The "GENERAL BODY" means the members of the "Association" entitled to attend and vote at the General Meeting of the "Association".

2.      The regulations contained in Table A of the First Schedule of the Companies Ordinance 1984, shall not apply to the "Association".

MEMBERS

3. The founders/promoters of the "Association" shall be the initial members of the Association. For the purpose of registration the "Association" is declared to consist of 07 (seven) members. The General Body may, from time to time, increase the number of members by a special resolution approved with consensus of the members of the Board of Governors of the "Association".

QUALIFICATION AND PROCEDURE TO BE COME A UNIT

4. Any person with the capacity to form a contract may apply to become a Unit of the "Association" on the printed form available for this purpose. The applicant must :-

a)     Agree to be bound by these Articles of "Association" of the "Association"

b)     Agree to pay the necessary subscription to the "Association".

c)      Be proposed by a member and seconded by a member of the Board of Governors of the Association.

5.      Approval of an application to become a unit shall be accepted by no less than of three-fourths of the General Body of the “ Association”

6.      All applications for becoming a Unit shall be decided upon within 90 days of the receipt of the completed application by the “ Association” and the decision of the Association shall be communicated to the applicant in writing. Decision of the Association shall be final in this matter.

7.      Upon approval of application for becoming Unit and after the receipt of the new Unit shall be added to the Register of Unit and the new member shall be entitled to all the right and benefits of “a Unit.

8.      The rate of the subscription may be revised by the Association, from time to time.

9.      No refund of subscription shall be made under and circumstances.

DUTIES AND OBLIGATIONS OF UNIT

10. Every Unit shall have the following duties and obligations:

a)     To make every effort to carryout the aims and obligations:

b)     To abide by the rules and regulations of the “Association” as laid down in these Articles of Association and by-laws framed there under from time to time.

c)      To pay the subscription, in the manner and for the duration, as may be prescribed from time to time.

d)     To submit all complaints, appeals, etc. in writing to the CEO.

e)     To accept and abide by the decisions of the Management Committee provided that the decisions are not inconsistent with the provisions of the memorandum or the Articles of Association.

f)        To take part in the deliberations of the meetings of the “Association. Which he is entitled to attend.

g)     To bring to the notice of the Management Committee any matters likely to cause any loss or harm to the interest of the “Association”.

REGISTER OF UNIT

11. A register of Unit shall be maintained at the registered office of the "Association" in which shall be set forth the names, address, date of registration as Unit and removal (if applicable) of each and every Unit of the "Association".

RESIGNATION AND REMOVAL

12. Any Unit of the "Association" may request for deleting / keeping in abeyance / suspending its name from the list of Unit of the "Association" by            giving 15 days notice in writing to the Executive Committee. Upon expiration of the notice he shall cease to be a Unit and his name shall be removed from the register of Unit within the specified category, and / or placed in relevant category of Unit in the register, as may be applicable.

13. The Unit shall cease to be valid if the Unit:

a)     Is believed to be guilty of activities contrary to the aims and objectives of the "Association" as laid down in the Memorandum of Association or fails to follow the regulations of the "Association" as laid down in these Articles.

b)     Has not paid his subscription according to agreed schedule.

c)      Contravenes the Terms and Conditions necessary to be a Unit.

14. Notwithstanding any other provision of these Articles, the "Association" in a Special Meeting convened for that purpose, after due notice, shall remove any Unit or expel any Unit by a special resolution, and the decision of the Association shall be final and binding.

15. Any Unit who has resigned or who has been removed from register of Unit may apply to become a Unit again and the procedure shall be the same as for other new applicant for becoming a Unit.

APPROVAL/REGISTRATION AS UNIT NON-TRANSFERABLE

16. A Unit shall not assign, transfer, and otherwise deal in or charge his right of a Unit or any right or privileges attached thereto. No such attempted assignment, transfer, charge or dealing shall have any effect as against the "Association" for any purpose.

ANNUAL GENERAL MEETING AND ITS PROCEEDINGS

17. The first Annual General Meeting shall be held within 18 months of the registration of the "Association". Thereafter, Annual General Meeting shall be held once in every year and not more than 15 months after the holding of the last preceding General Meeting.

18. Twenty-one days notice shall be given to every member for any General and Special Meeting stating the date, time and place of such meeting and the business to be transacted in such meeting provided that any meeting may be convened at any shorter notice if the entire voting strength consent in writing of such shorter notice.

19. At all General Meetings, each member shall have one vote. The Chairman of the Management Committee or, in his absence, a member elected by other members shall preside and in case of equality of votes, the Chairman of the meeting shall cast a second vote.

20. The quorum at all General Meetings of the Society shall be 25% of the total membership of the Society or 4 members whichever is greater.

21. Except as otherwise provided by law or these Articles, the act of a majority of the members of the "Association" present at any meeting shall be the act of the "Association" in General meeting.

MINUTES

22. The Management Committee shall cause minutes to be duly entered in books maintained for the purpose:

a)     Of all appointment of officers.

b)     Of the names of the members present at each meeting of the Management Committee and of any sub-committee.

c)      Of all orders made by the Management Committee.

d)     Of all resolutions and proceedings of General Meetings and of Meetings of the Management Committee and Sub-Committees. And any such minutes if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes. The Secretary shall be ipso facto Secretary of all such meetings.

NOTICE

23. Whenever notice of a meeting is required to be given by law, due notice shall be deemed to have been given when the Secretary or any authorized functionary of the "Association" sends a written communication by mail under postal certificate, telegram or by hand under a receipt, addressed to the member entitled thereto at his address as shown in the Register of Members.

BOARD OF GOVERNORS

24. (a) The founder members/promoters of the Association shall be the members of the Board of Governors. They will hold elections under the companies Ordinance 1984.

• The board of governors may also include such individuals /persons / institutions to achieve the objectives of the Association.

• Following are the first members of Board of Governors and will hold the office up till the first Annual General Meeting.

1          Khurram Badar Alam         (Representative of Child and Social Development Programme of SCCI)

2 Khawaja Zaka-ud-Din         (Representative of Sialkot Chamber of Commerce & Industry)

3. Nazir Ahmed Awan           (Representative  of Export  Promotion Bureau)

4. Usama Tariq                   (Representative of All Pakistan Federation of Trade Unions Associations).

5. Sh. Muhammad Saleem        (Representative of Pakistan Sports Goods Manufacturers and Exporters Association)

6. Naeem Javed                  (Individual Capacity)

7. Khurram Anwar Khawaja     (Individual Capacity)

MANAGEMENT

25. (a) The management of the "Association" shall vest in and be carried by the Board of Governors.

(b)         The Management Committee shall consist of the following :-

I. Chairman

A member other than Chief Executive or General Secretary of the Management Committee elected by the members of Management Committee to supervise and approve the day to day affairs of Association.

ii. Chief Executive

Any person other than member of the Association appointed by the Board of Governors.

iii. General Secretary

Any person/ member appointed by the Board of Governors.

iv. Members

Any three member/promoters elected by Board of Governors.

(c)               The promoters of the "Association" shall be the first members of the Management Committee until the First Annual General Meeting of the "Association".

(d)               At the Annual General Meeting of the Association's elections shall be held to elect the officers and members of the Management Committee from the members of Board of Governors. Thereafter, these elected office-bearers and members of the Management Committee shall hold office for a term of three years.

(e)               Every three years fresh elections shall be held at the Annual General Meeting to elect the officers and members of the Management Committee. The previous officers and members shall, however, be eligible for re-election if they choose so.

(f)                 If a vacancy shall occur due to the death, resignation or removal, etc. of a member or officer of the Management Committee, the board of governors shall appoint another member of the "Association" to fill the vacancy for the remainder of the term.

THE PROCEEDINGS OF MANAGEMENT COMMITTEE

26. The Management Committee shall meet at least, four times yearly and at such times as it may otherwise deem advisable and may make such regulations as it may think proper as to the. convening and holding of meeting of the Management Committee and for the transaction of business at such meetings.

27. The Management Committee shall be the managing body of the "Association" and in addition to the powers and authorities by Act or by these Articles expressly conferred upon it may exercise all such powers and do all such lawful acts as shall be expressly directed to be done by the "Association" in General Meeting but subject nevertheless to such regulations or directions, as may from time to time be determined upon or given at any Annual or Extra-Ordinary General Meeting of the "Association" provided that no such regulations or direction shall invalidate any -prior act of the Management Committee which would have been valid if the regulation or direction had not been made or given.

28. The Management Committee shall have the power to frame rules in regard to all matters that have not sufficient been provided for in these Articles.

29. At the meetings of the Management Committee four members shall form a quorum and each member shall have one vote. In case of equality of votes, the Chairman of the meeting shall have a second or casting vote.

30. Any two members of the Management Committee may cause a special meeting thereof to be called giving 7 days notice to the Secretary and their fellow Committee members.

31. The Chairman of the Management Committee or in his absence, a member elected by other members shall preside at the meetings of the Management Committee.

CHIEF EXECUTIVE

32. The Chief Executive shall be any person (other than the members of the "Association") appointed by Board of Governors capable to run and direct the affairs of the "Association" in accordance with the decisions of the "Board of Governors" and shall perform such other duties as may be incidental to the office of the Chairman.

GENERAL SECRETARY

33. The General Secretary shall be responsible for the secretarial duties of the "Association" including correspondence, arrangements for meetings, keeping of the minutes, maintenance of the register of members, issue of notices and general co-ordination. He shall be authorized to open and operate the bank accounts of the "Association" under the supervision of the Management Committee.

ACCOUNTS

34. The Management Committee shall cause to be kept complete and proper books of accounts in accordance with the requirements of Law. All sums of money received and expended by the "Association" and the matters in respect of such receipts and expenditures shall be recorded properly.

35. The books of Accounts shall be kept at the office to the "Association" or at such other place as the Management Committee thinks fit.

36. The Management Committee shall from time to time determine whether and to what extent and at times and places and under what conditions or regulations the account books and documents of the "Association" or any of them shall be open to the inspection of the members and no member shall have any right of inspecting any account books or documents of the "Association" except as conferred by the Ordinance or authorized by the Management Committee or by a resolution of the "Association" in General Meeting.

FINANCIAL YEAR

37.             The financial year of the "Association" shall be from July, 1^st to June, 30^th

AUDIT

38. The Accounts of the "Association" shall be audited every year.

39. The "Association" in Annual General Meeting shall appoint a Chartered Accountant (or a firm of Chartered Accountants) as the Auditors of the "Association" and fix their remuneration. However, the first Auditors shall be appointed by the Management Committee and these Auditors shall function till the first Annual general meeting of the "Association".

40. No change may be made in the Memorandum and Articles of the Association without the prior approval of the Securities and Exchange Commission of Pakistan.

41. Subject to the condition above, the Articles may be amended at any General Meeting by a special resolution passed by at least three-fourths majority of the members personally present and voting.

APPLICATION OF INCOME

42. The “Association” shall utilize its income and property solely towards the promotion of the objects of the “Association” and no portion thereof shall be paid or transferred, directly of indirectly, by way of dividend, bonus or by others means to the members of the “Association”

ANNUAL RETURNS

43. The “Association” shall make the requisite annual returns in accordance with the Companies Ordinance, 1984 or as prescribed by the Securities and Exchange Commission of Pakistan from time to time.

SEAL

44. The Management Committee shall provide a Common Seal for the “Association”. The seal shall be deposited with the General Secretary and shall never be affixed to any document except by the authority of the Management Committee previously given and the Chairman of the General Secretary Shall sign every instrument to which the Seal is an affixed.

ARBITRATION

45. Whenever any difference or dispute arises between the “ Association” and any of its member (s) relating to any of the affairs to the “Association” every such differences or dispute shall, as a condition precedent to any others action at law, be referred to arbitration in conformity with the Arbitration Act, 1940, or any statutory modification or re-enactment thereof. The venue of arbitration shall be at Lahore.

INDEMNITY

46. The office-bearers of the Management Committee of the “Association” shall be indemnified by the “Association” against all looses, damages and expenses occasioned by any error of judgment or oversight on their part, or an accident happening in the execution of their duties of office.

47. The “Association” shall also indemnify the office-bearers against all expenses necessarily incurred by them in connection with the defense of any action, suit of proceeding in which they or any of them are made parties by reason of being or having been office-bearers and functionaries of the “Association”.

DISSOLUTION OF THE "ASSOCIATION"

48. The provision of the Companies Ordinance, 1984 regarding the winding up of a Company shall apply to the dissolution of this "Association".

49. The "Association" may at any time be dissolved by the consent of three fourths of the Members of the General Body of the "Association" provided that:

a)     A meeting must specially be convened for this purpose of which 21 days written notice must have been given to all members specifying the intention to propose such a resolution, and

b)     At such a meeting the quorum shall be 75% (Seventy Five percent) of the entire General Body of the "Association".

50. If upon the dissolution of the "Association" there remains, after the satisfaction of its debts and liabilities, any property whatsoever, the same shall be transferred to an institution or fund or "Association" or foundation approved under Section 47(1) (d) of the Income Tax Ordinance, 1979, having objects altogether or in part similar to those of this "Association" Such approved institutions are to be determined by the members of the "Association" at or before the time of dissolution.

51. Upon the winding up or dissolution of the "Association" there remains, after the satisfaction of its debts and liabilities, any property whatsoever the same shall not be paid to or distributed amongst the members of the "Association", but shall be given or transferred to companies, institutions. "Association", funds, approved under Section 48(1) (d) of the Income Tax Ordinance, 1979 having objects altogether or in part similar to those of his "Association" and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the "Association" under or by virtue of clause 4 thereof, such companies or institutions to be determined by the members of the "Association" at or before the income of dissolution and so far as effect cannot be given to such provision then to some charitable object.

BANK DEPOSITS

50. The "Association" shall utilize its income and donations received by it for achieving its aims and objectives. Any excess amount shall be deposited to the credit of "Association" in a scheduled bank (or banks) or invested in Government Securities, as the Management Committee may from time to time designate.

We the persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of these Articles of Association.

Witness:

1.                AFTAB HASAN

Advocate High Count

13- Fane Road, Lahore.

2.                KAMRAN AKBAR

S/o Akbar Ali Rizvi

13- Fane Road, Lahore.