CONSTITUTION
“UNITED PRODUCERS ASSOCIATION”

MEMORANDUM OF ASSOCIATION

NAME

The name of the Society shall be United Producers Association of Pakistan (hereinafter called the “Association” or “UPA”)
REGISTERED OFFICE

The Registered office of UPA registered under the Society’s Act, shall be 5-A, Waris Road, Lahore
1. INCORPORATION
  1. UPA shall be a registered charitable non-profit organization, shall be a body corporate and shall have uninterrupted succession till its dissolution is decided upon voluntarily by the General Council. It shall have common seal and may sue and be sued.
2. PROPERTY: OWNERSHIP AND PROPIETARY RIGHTS
  
  UPA shall be competent to:
  1. Acquire, hold and manage property both movable and immovable,
  2. and to lease, sell or otherwise transfer any movable and immovable property which may have become vested in or been acquired by it.
  3. Accept, receive and retain legacies, devices, gifts, grants, annuities, allowances and other benefits, and, consistent with objectives set forth in the succeeding Article III, undertake and perform any services or conditions attached to the acceptances, receipt or retention thereof;
  4. Borrow or raise or secure the payment of money for any purpose and in any manner approved by UPA and to secure the same, or the repayment or performance of any debt, liability, contract, guaranty or other repayment incurred or entered into by UPA, so that no lender shall be concerned to see for what purpose any money is raised or the application thereof:
  5. Make appeals, and conduct such other activities as may be appropriate to raise funds for UPA or to make known its existence, purposes or work.
OBJECTIVES

UPA’s overall objective and purpose is the promotion, protection, enhancement and development of the interests of all persons directly or indirectly related with television networks, which include actors, all types of television producers, directors, writers, poets, music composers, music producers, musicians, technicians and all other relevant trade partners or registered trade associations

Its main objectives shall be:
1. To promote all aspects of the Television, films, video, audio, animation, television software and performing arts (media) and to foster education and awareness among members and the community. To facilitate media production in the community and liaison between governing bodies and the public.
2. To serve and seek to expand a International and multicultural community of artists, creative people and audiences through round the year exhibition, education, annotation, advocacy, encouragement of artists and celebration. etc.
3. To foster an appreciation for Television programs, film, video,, music, legally provided internet and cable, other moving-image media, audio and techniques and to preserve and disseminate knowledge about them as powerful means both of aesthetic expression and cultural understanding.
4. To undertake public educational projects, by encouraging international and multicultural co-operation, providing opportunities for presentation of media works.
5. To render service of a non-profit nature, to assist and sponsor media creators, workers and events.
6. To cultivate promote and enhance the education, knowledge, art, science and techniques of telecommunications, media markets, and dealing in other instruments and practices and systems relating thereto.
7. To establish a system of better communication and mutual support of the members of the Association in order to facilitate their business activities.
8. To provide assistance to its members in their business endeavors by seeking reliable partner for joint activity, informational, legal and representative accompaniment.
9. To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, that may seem conducive to the association’s objects, or any of them; and to obtain from any such government or authority any rights, privileges, licenses, contracts and concessions; and to carry out, exercise and comply with any such arrangements, rights, privileges, licenses, contracts and concessions.
10. To jointly fight against piracy and initiate legal action and proceeding against copyrights violation.
11. To raise funds for carrying out the purposes of the UPA in such a manner as the UPA shall deem fit.
12. To create awakening and promote new, deserving talent in respective fields of film art and craft.
13. To form a board and content / software for marketing and exposure of Pakistani programmes, music and content in major international television drama and film festivals, markets through events or road shows.
14. To promote, develop, encourage, support, maintain and increase the quality of Television programs/ Television content, music and software in Pakistan.
15. To aid, stimulate and promote developments in the field of Drama production in Pakistan.
16. To look after the welfare of such persons, class or classes of persons and to start a Benevolent Fund for the benefit of the persons or class or classes of persons in need of such help, either by loan, donation or other contributions.
17. To give all information in matters affecting Dramas, Films, Television and Tele-Film Arts and Crafts in Pakistan and other countries.
18. To encourage and finance research and technical developments, equipment, machinery, products and processes with a view to promoting Television and Film arts and crafts in Pakistan and abroad.
19. To help formation of Association and/ or bodies in different parts of the country in the general interest of the people associated with Films, related arts & crafts.
20. To subscribe to or otherwise aid, benevolent, charitable, national or other institutions or objects the character of which relates in any way to the objects of the Association and which in the opinion of the Association warrants support.
21. To accept, undertake or execute any trust, any agencies or gift, grants, aids, donations, benefactions and act as trustee of any trust, which relates in any way to the objects of the Association.
22. To accept subscription, contribution and donation whether occasional or recurring from any person, body or Government and for that purpose to enter into such covenant or agreement on such terms as may be decided by the Board form time to time.
23. To acquire patents, designs and inventions likely to be of use to the Television and Film arts and crafts fraternity
24. The Association being a group of Pakistani Television, film producers and Television music producers and experts from the academic world, government, cultural institutions and private organizations shall have the primary aim to collect, preserve, manage and provide access to the Pakistani audio-visual heritage.
25. The Association shall also undertake active search and restoration of old classics as well as promote Pakistani films, dramas, television, music and culture worldwide.
26. To encourage education and research through publications and training.
27. To continue recording the memories and thoughts of archive professionals and paraprofessionals in order to build up a resource bank for research and information about archive work and the profession.
28. To develop the exchange of views and information and the encouragement of good practices among those concerned with the acquisition, preservation and arrangement of film and sound archives.
29. To organize and sponsor International and National Television Drama and Tele-film Festivals throughout the world, in collaboration with International Television Drama and Tele-film Festival organizers, and to celebrate the art of filmmaking and Drama making in all its diversity and depth. To facilitate and promote a broader spectrum of film and video for the community and provide educational opportunities and facilitate general discussions for film lovers and aspiring film makers.
30. To facilitate Members to travel abroad and seek employment or attend functions in foreign countries to the best of the abilities of the UPA.
31. To organize:
  1. To show low budget and art-house films which are generally not screened in local cinemas or on television,
  2. To provide the opportunity for members to view foreign language films and dramas.
  3. To produce or help produce films which are in line with the Association's objectives.
  4. To encourage interest in and study of films and dramas as a form of art and as a medium of information and education.
  5. To encourage an intelligent and discriminating attitude towards films and dramas; and
  6. To enable its members to see films and dramas of cultural, artistic or technical merit which, owing to their age, country of origin, lack of appeal to the general public, or for any other reason, are not normally exhibited in commercial cinemas.
  7. Support, development and affirmation of the non-government sector Promotion and education about human rights Informing and education of citizens about civil society Development of local, regional and international civil sector cooperation Promotion and development of urban culture, independent media and civil actions.
32. To take part in symposium, seminars, exhibitions in order to exchange work experience and establish business contacts.
33. To collaborate with local, foreign and international unions, associations and other analogous unions.
34. To confer or affiliate with other Associations, associations, societies, corporations, institutions, having partly or entirely objects identical to those of the Association whether in Pakistan or elsewhere.
35. To make, establish and maintain close relations and contacts with other bodies, associations, societies, Associations, corporations, institutes whether affiliate or not in Pakistan or elsewhere, having partly or entirely objects similar to that of the Association.
36. To provide honorary advisory services to legal commercial channel providers, government or semi government department or agencies and other organization or corporate bodies.
37. To prepare and make representations and submission on behalf of the Association to the government, commission, authorities and other organizations local or international interested in or concerned with matters relating to channel providers or any aspect thereof.
38. To represent and protect interests of the satellite channels providers in Pakistan at all forums i.e. government, semi government, diplomatic and commercial.
39. To jointly fight against piracy and initiate legal action and proceeding against copyrights violation.
40. To contribute research papers, articles and information regarding legal Satellite Channels or legal local channels and violation of copyrights.
41. To institute, conduct, defend, compound or abandon any legal proceeding by or against the Association or its officers or otherwise concerning the affairs of the Association and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Association and to refer to any claims or demands by or against the Association to arbitration and observe and perform the award.
42. To jointly negotiate with Film Producers Association and/or other analogous associations, in order to secure its legitimate revenues from the market.
43. To promote, advance, support, protect and defend the interests of the Association by lawful means against any factors and measures affecting or likely to affect the Association.
44. To initiate interaction with viewers with an objective to educate them on piracy and its negative effects.
45. To carry market development research for legal satellite channels and make recommendations based on these researches.
46. To establish foundation, economic association, enterprises and organization for providing services to legal satellite channels under the Association’s supervision.
47. To hold personal or group discussions and periodical meeting of Members for the purpose of performing the objects of the Association.
48. To print and publish any magazines, books, periodicals, papers, leaflets and other literatures and to legally issue audio and video cassettes tapes and other publicity or information material and to organize exhibitions, film shows, talk shows, documentaries and to publish and make known schemes and programs of the Association and specialized information relating to commercial channels and dealing in other commercial channel market and give wide and varied publicity to the aims and objects of the Association.
49. To sponsor, promote, organize, arrange and hold or conduct conferences, seminars, exhibitions, slide shows, film shows, talk shows, documentaries, lectures, symposia, exhibitions and assemblies etc. on national and international levels for the purpose of providing a forum for consideration and discussion of matters involving and relating to commercial channels, media market, and dealing in commercial channels and non-commercial channels, foreign or local undertakings or any aspect thereof, and for dissemination of knowledge and information relating thereto.
50. To promote, organize, hold and or conduct training and counseling courses in accordance with the objects of the Association.
51. To prepare, print and publish or cause to be published any magazines, books, periodicals, reports, articles, bulletins, newsletters, papers, leaflets and other literatures and to issue audio and video cassettes tapes and other publicity or information material and to organize exhibitions, film shows and to publish and make known schemes and program of the Association and specialized information relating to commercial channels and dealing in other commercial channel market and give wide and varied publicity to the aims and objects of the Association.
52. To collect, classify, circulate, distribute and or disseminate among Members the date, information, statistics or knowledge regarding violations of intellectual property rights in Pakistan etc, in order to achieve the objects of the Association.
53. To establish branches in any province or city of Pakistan.
54. To establish committees and/or sub-committees for the benefit of Members and attainment of the objects of the Association.
55. To purchase, take on lease, or in exchange, hire or otherwise acquire, any movable or immovable property of any king, and to sell, improve, manage, develop, lease, mortgage, change, exchange, dispose of, turn to account or otherwise deal with all or any part of the property, rights and assets of the Association as may be deemed expedient with a view to the promotion of its objects.
56. To manage in turn to account, improve, exploit, sell, exchange, let, mortgage, dispose of, or otherwise deal in any manner with all or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects.
57. To erect, construct, alter or maintain or cause to be erected, constructed, altered or maintained, any building, works, improvements, plant or machinery, which may be deemed necessary or convenient for any of the purposes of the Association.
58. To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any or more instruments with which the Association is authorized to amalgamate.
59. To sign and execute deeds, documents and other instruments of every nature which relates in any way to the objects of the Association.
60. To invest or otherwise deal with the monies of the Association, not immediately required, in such manner as the Board may from time to time determine.
61. To borrow and raise funds by means of subscriptions of Members for all or any of the objects of the Association of such amounts in such as provided for in the Articles of Association.
62. To employ and remunerate staff and to provide such benefits on retirement form or on leaving the service of on death in service and to provide for their training or work abroad and to remove and replace them as the Board may from time to time determine.
63. To open and operate one central banking system that shall be monitored by both the North and South chapters. To open and operate a banking account or banking accounts and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, drafts, cheques, bonds, debentures and other negotiable or transferable instruments.
64. To apply for purchase or otherwise acquire, any copy right or concession conferring any right to use any secret or other information as any invention which may seem capable of being used for any of the purposes of the Association, or the acquisition of which may seem calculated directly or indirectly to benefit the Association.
65. To sell, lease, grant easement and other right in any manner and to deal with or dispose of the property, assets, rights and effects of the Association or any part thereof, for such consideration as the Association may think fit.
66. To liaise with the relevant authority or body on matters concerning objectives of Association.
67. To do such other things as are incidental or conducive to the attainment of the objects of the Association.
68. To purchase, acquire, utilize and maintain computers and or mechanical electronic accounting equipments, microfiche microfilm equipments, statistical data processing, word processing, text processing and communication equipments for the purposes of the Association.
69. To set up, own, install, operate and maintain data processing centers, research centers, information centers and to utilize in any form of electronic, mechanical or other developed techniques both within and outside Pakistan for the purpose of promoting and enhancing education, knowledge, art, science and techniques of management of commercial channel providers and systems relating thereto.
70. To obtain provisional Rule, Order, Statue or other legislative provision or enactment for enabling the Association to carry any of its objects into effect or for effecting any modification of the constitution of the Association or for any other purpose which may seem expedient; and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Association's interests.
71. To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Association is authorized to carry on or possessed of property suitable for the purposes of the Association.
72. To amalgamate with any other association or company having objects altogether or in part similar to those of the Association.
73. To insure against loss, damages, risks, accidents and liabilities of all kinds which may effect the Association, whether in respect of contracts, agreements, advances or securities, or in respect of staff or employees of the Association, or in respect of property belonging to or leased to or hired by the Association, either by setting apart funds of the Association or by effecting such insurances.
74. To pay all costs, charges and expenses preliminary or incidental incurred or sustained in formation or about the promotion and establishment of the Association.
75. To give guarantee or stand surety or undertake the payments of money or performance of any contract or obligations of this Association.
76. To run the Association on non-commercial, non-profitable, non-religious and non-political basis.
SUBSIDIARY POWERS
UPA shall be vested with subsidiary powers to:
1. Lend and advance money, to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or company acting on behalf of UPA; to secure or undertake in any way the repayment of money lent or advanced to or the liabilities to assist any person or company;
2. Employ such persons as may be required for the purposes of UPA in accordance with Rules, Regulations and Bye-Laws duly framed;
3. Appoint any person or persons being a bank, trust, corporation or member of a recognized stock exchange or of a professional body to accept and hold in trust for UPA any property belonging to UPA or in which it is interested, and to execute and do all such deeds, acts and things as may be requisite in relation to any such trust and to provide for the remuneration of such trust or trustees;
4. Enter into and carry into effect any agreement or arrangement with any international or local authority or any institution, association or other body or individual for cooperating with or assisting or being assisted by such authority, institution, association or other body or individual in any manner and for any purpose which is consonant with the objectives of UPA. Agreements with International Organization/Agencies shall be in accordance with the laws of the country.

WE THE SEVERAL PERSONS WHOSE NAMES AND ADDRESSES ARE SUB-SCRIBED ARE DESIROUS OF BEING FORMED INTO A ASSOCIATION IN PURSUANCE OF THIS MEMORANDUM OF ASSOCIATION.

Name and surname (Present and Former)	Father’s/Husband	Nationality	Occupation	Residential Address	Signature
Samina Ahmed.	w/o Fareed Ahmed.	Pakistani
Adeel Omar Hashmi.	s/o Humair Hashmi.	Pakistani
Mohammad Nafees.	s/o Mian Allah Dita.	Pakistani
Rashid Waheed Khawaja.	s/o Waheed Abdul Khawaja.	Pakistani
Maqbool Ahmad Mirza.	s/o Firdos Mirza.	Pakistani
Mohammad Younis Butt.	s/o Siddique Ahmed.	Pakistani
Aftab Akbar.	s/o Ghulam Akbar.	Pakistani

ARTICLES OF ASSOCIATION

DEFINITIONS
1. “Association” means United Producers Association.
2. “Act” means Societies Registration Act XXI of 1860.
3. “Articles” means the rules and regulations as originally framed or as altered from time to time by special resolution of the General Council.
4. “Chairman” means the Chairman as described in Article 10
5. “Chief Executive Officer” means the Chief Executive Officer of the Association as described in Article 11.
6. “Constitution” means the Memorandum of Association and the Articles of Association
7. “Founder Member” means those members which have subscribed to these presents at the registration/incorporation of the Constitution of the UPA.
8. “Honorary Members” means members that the UPA wishes to honor as persons of eminence in media and related fields as detailed in Article 4.4 (b) below
9. “General Council” means the general body of the Association, which consists of all members, including the Founder Members.
10. “General Executive Committee” means the management organ of the Association, which shall be responsible for the day-to-day running of the Association.
11. “Member” means all members, other than the Founder Member or Non-voting members.
12. “Non-voting Members” means all members who shall not have the right to vote in respect of decisions taken for or by the UPA and shall include the Honorary Members and the Trade Partner Members.
13. “The Seal” means the common seal for the time being of the Association.
14. “Treasurer” means the Treasurer of the Association as defined in Article 12
15. “Trade Partner Members” means Chairpersons or Presidents of any trade partner organization (such as the Pakistan Broadcasters Association (PBA), Cable & Satellite Broadcasting Association of Asia (CASBAA) or the Pakistan Advertising Association (PAA)) selected to be members by the UPA on a reciprocal basis as detailed in Article 4.4 (c) below.
FOUNDING MEMBERS OF UPA

The founding members and promoters of the Association shall be
1. Samina Ahmed w/o Fareed Ahmed.
2. Adeel Omar Hashmi s/o Humair Hashmi.
3. Mohammad Nafees s/o Mian Allah Dita
4. Rashid Waheed Khawaja s/o Waheed Abdul Khawaja
5. Maqbool Ahmad Mirza s/o Firdos Mirza
6. Mohammad Younis Butt s/o Siddique Ahmed.
7. Aftab Akbar s/o Ghulam Akbar.
8. Bilal Haider Shah s/o
CLASSIFICATION OF MEMBERS
1. Founder Members
2. Members
3. Non Voting Members (includes Honorary Members and Trade Partner Members)
MEMBERSHIP
1. Subscribers to the memorandum and articles of association and such other persons as shall be admitted to membership in accordance with these articles and none others shall be members of the Association and shall be entered in the register of members accordingly.
2. The following types of producers may join the UPA:
  - Executive Producers;
  - Co-Executive Producers;
  - Supervising Producers;
  - Associate Producers;
  - Senior Producers;
  - Co-Producers;
  - Coordinating/Creative Producers;
  - Segment Producers;
  - Freelance Producers;
  - Production Managers;
  - Visual Effects Producers, Supervisors and Coordinators;
  - Post-Production Supervision & Managing Producers;
  - Production and Post-Production Coordinating Producers;
  - Music/Audio Producers.
  The term ‘Producer’ contained herein shall be interpreted in accordance with ‘The Complete Film Dictionary’ by Ira Konisberg, published by Penguin Books NYC 1989.
  
  The different Types of Producers shall be interpreted in accordance with the handbook of the Producers Guild of America – PGA.
3. The following documents shall be required to be presented to the UPA to obtain membership:
  1. Registered NTN (in case of a Production Company Owner) / NIC holder (in case of an Individual Producer) shall be mandatory;
  2. Three passport size pictures for the UPA file. This is a mandatory requirement.
  3. Must have a bank letter of business (in case of Company/ Individual) / Employment Certificate (in case of Individual). This is a mandatory requirement.
4. Membership shall be open to all persons in accordance with Byelaws framed under this Constitution without any discrimination on grounds of race, creed, religion, political beliefs, sex, disability, age or ethnic.
5. All Members shall be bound by the code of conduct developed by the General Executive Committee from time to time.
6. Membership/eligibility criteria shall be decided by the Rules made by General Executive Committee from time to time.
7. Members shall consist of:
  1. The persons who are members of the Association at the date of the adoption of these articles and such members, which are admitted by the General Executive Committee after its first meeting.
  2. Honorary Members shall be individuals whom the General Executive Committee wishes to honor as persons of eminence in media and related fields (not other wise eligible for membership) and those who have rendered or expected to render services to the Association.
    Honorary Members shall have no right to vote or to become a member of the General Council or the General Executive Committee. However they may participate in the activities of the Association and receive notices and publications and may speak at any general meeting.
  3. The Chairpersons or Presidents of any trade partner organization (such as the Pakistan Broadcasters Association (PBA), Cable & Satellite Broadcasting Association of Asia (CASBAA) or the Pakistan Advertising Association (PAA)) (“Trade Partner Members”) shall be permitted to be non-voting members of the UPA and to attend all meetings so as to encourage inter-institutional transparency, provided that membership of the boards and attendance of meetings of the said trade partners is provided to UPA senior members on a reciprocal basis. Trade Partner Members shall have no right to vote or to become a member of the General Council or the General Executive Committee. However they may participate in the activities of the Association and receive notices and publications and may speak at any general meeting.
8. Certain additional criteria shall have to met by Members in addition to those contained hereinabove. These shall vary in accordance with voting rights of Members.
  
  To become voting Members of the UPA the applicants must be Executive Producers (whether part of a Company or Individuals) who own their own private production house or individual business free of any Channel or Network employment/ Financial Partnership (contractual work not included) or free lance producers (Individual) who work on a contract basis for production houses or channels and are not on the payroll of any channel / network.
  
  Non-voting Members
  
  To become Non-voting Members, other than Trade Partner Members and Honorary Members, applicants shall be required to be Producers who work for private production houses / Channels/ Networks as employees or Channel/ Network Owners who produce their own programming/television or Channel/ Network employees who are producers.
9. All members, whether Honorary Members, Trade Partner Members or otherwise shall be obliged to notify the UPA in case there is any alteration or change in their position and status. By way of example private sector producers shall be bound to notify the UPA if they join any television channels and Trade Partner Members must notify the UPA if they cease to hold office in the relevant trade partner organization.
HEAD OFFICE
1. The UPA would have 2 offices one in Chapter North & one in Chapter South and both the offices of the UPA should be considered as Head Office
ORGANIZATION

UPA shall have:
1. GENERAL COUNCIL
  The General Council shall be the supreme council
  1. Composition
    1. The General Council shall consist of all Members who have paid their subscriptions and their membership is authorized/confirmed by the General Executive Committee.
    2. The first General Council after the registration and establishment of the Association shall consist of the Founding Members and such other members as the General Executive Committee admits.
  2. Functions and Powers
    1. Advance and promote the objectives and purposes of UPA.
    2. Formulate policies to promote and implement the objectives of UPA.
    3. Consider and approve the Strategic Plan, Annual Program and Budget.
    4. Receive, consider and adopt the Annual Report and Audited Statement of Accounts.
    5. Receive and consider the report of Advisory Committee for Audit.
    6. For organizational efficiency ensure that the management is institutionalized through a system and requisite professional competence.
    7. Consider and approve Bye-Laws, Rules and Regulations for UPA.
    8. Consider and approve amendments to the Constitution, Bye-Laws, Rules and Regulations.
    9. Elect the members and office bearers of the General Executive Committee.
    10. Transact any other business with the approval of the Chair.
    11. Delegate such of its powers and authority as it may think to the General Executive Committee and as are consistent with the efficient governance of the Association.
    12. Remove members of the General Executive Committee for any reason by a 51% majority of the total members of the General Council.
    13. Remove the Chairman of the Association before the expiry of his term by a 75% vote of total members of the General Council.
  3. Meetings
    1. The Annual General Meeting of the General Council shall be held once a year on such date/dates, time and place as may be determined by it.
    2. Notwithstanding anything contained in the Constitution, Chairman shall on requisition of 10% members of the General Council, requisition an extra ordinary meeting of the General Council, provided that the requisitioning members clearly state the agenda for the meeting and the requisition is signed by the requisitionists.
    3. The Chairman shall on requisition of 50% members of the General Executive Committee, requisition an extra ordinary meeting of the General Council, provided that the requisitioning members clearly state the agenda for the meeting and the requisition is signed by the requisitionists.
    4. The Chairman may in his sole discretion requisition an extra ordinary meeting of the General Council by clearly stating the agenda for the meeting.
    5. The quorum for the purposes of the extra ordinary meeting shall be 25% of the total members.
    6. In respect of any matters requiring a vote or poll, 51 % would be require to implement or discontinue any on going process
2. GENERAL EXECUTIVE COMMITTEE
  1. Composition
    1. The General Executive Committee (“GEC”) shall consist of the Twelve Members. Six of the Twelve Members shall be from the North Chapter of the UPA whereas the remaining six shall be from the South Chapter of the UPA. However the number of the members of the General Executive committee may be amended from time to time by the General Council. Non Voting Members cannot sit in the Committee at any time.
    2. Any Member of the UPA may submit their name for nomination to the GEC. He should also have been member of the UPA for at-least 1 year and have cleared all the UPA dues (membership fee)
    3. All GEC Members shall be able to contest elections for the GEC at any given time notwithstanding that such Member has served 2 consecutive terms on the GEC.
  2. Functions and Powers
    1. Advance and promote the objectives and purposes of the Association.
    2. Undertake resource mobilization for UPA.
    3. Serve as the Advisory Committee for Audit in accordance with the Byelaws for UPA funds.
    4. Review the Association’s Annual Report and Financial Statements each year, and make recommendations to the General Council in order to facilitate the General Council’s consideration and approval thereof.
    5. Fix dues and subscriptions.
    6. Recommend to the General Council the budget and any re-appropriation of the budget according to the funds received.
    7. Appoint auditors and legal advisers and fix their remunerations.
    8. Facilitate Members, Founding Members and Non-voting Members in resolving issues or matters referred to arbitration in accordance with the UPA Constitution.
    9. Frame Byelaws, Rules and Regulations for Association for consideration and approval by the General Council.
    10. Propose amendments in the Constitution, Bye-laws, Rules and Regulations for consideration and approval by the General Council.
    11. Prepare a booklet containing the UPA Code of Conduct and to ensure that such booklet is always available and maintained.
    12. Open bank accounts, lend and advance money, to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or company acting on behalf of UPA; to secure or undertake in any way the repayment of money lent or advanced to or the liabilities to assist any person or company.
    13. Exercise full control over all the affairs and property of the Association and exercise all powers of the Association for the proper and efficient management and transactions of the affairs of the Association in any specified locality whether in Pakistan or abroad.
    14. Engage or dismiss all such officer and servants as they may consider necessary or expedient and may regulate their duties and fix their salaries.
    15. Exercise such other powers and functions, which it deems necessary and fit for any or all purposes of the Association, which are not inconsistent with the provisions of the Constitution of the Association.
    16. Exercise all powers mentioned in Article IV “Subsidiary Powers” of the Memorandum of Association.
    17. Consider and approve financial and management regulations and amendments thereof, which govern the affairs of Association.
    18. Receive and review reports from Chairman on the implementation of the approved Annual Program and Budget and follow-up of decisions of the General Council and work of such Advisory Committee as are established.
    19. Appoint or elect the Chief Executive Officer and treasurer and determine his/her terms of service.
    20. Delegate such of its functions to the Chairman as it may deem necessary.
    21. Remove Members of the General Council by a 3/4th majority of its members.
  3. Meetings
    1. The General Executive Committee may meet as many times as it deems fit but at least up to three times in a year and shall be chaired by the Chairman.
    2. The quorum of the meeting shall be simple majority of its members.
    3. Any member not attending three consecutive meetings of the General Executive Committee, without good cause, will automatically cease to be a member of the General Executive Committee.
    4. The Chairman may convene an emergency meeting of the General Executive Committee on five working days’ notice. The quorum for such meeting shall be the same as for a regular meeting.
    5. Only voting Members shall be invited to attend such meetings in furtherance of an open-door policy.
    6. The business of the General Executive Committee meetings shall be conducted by means of a majority vote. However where there is a split, the Chairman shall have the casting vote.
  4. Contractual Rights
    1. Subject to the clauses specified herein and upon the necessary disclosures being made by the General Executive Committee to all the relevant Members of the Association, the General Executive Committee may enter into contracts or agreements on behalf of the Association in which the relevant members of the Executive Committee deem to be in the best interest of the Association for the furtherance of its purposes.
    2. The General Executive Committee shall determine, appoint and authorize the relevant authorized signatory, who shall be entitled to sign on the Association’s behalf, bills, cheques, notes, receipts, acceptances, endorsements, releases, contracts and documents, which are beneficial for and in the furtherance of the purposes of the Association.
    3. The General Executive Committee may enter into such negotiations and contracts and rescind or vary all such contracts and execute and do all such acts, deeds and things in the name of the Association as they may consider expedient.
    4. The General Executive Committee may, subject to the provisions of this constitution, enter into contracts, agreements and arrangements with any person for the carrying out by that person on behalf of the Association of any object for which the Association is formed.
PROCEEDINGS AT GENERAL MEETINGS
1. Thirty day’s notice at least of every general meeting ordinary or extraordinary specifying the place, the day, the hour of the meeting and in case of special business, the general nature of such business, shall be given to the Members in the manner hereinafter mentioned or in such other manner as may be prescribed by the members in general meeting. . However, non-receipt of notice by any member entitled shall not invalidate proceedings at any general meetings.
2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business at least twenty five percent of the total members entitled to vote present in shall be the quorum for a general meeting.
3. If within an hour from the time appointed for the meeting, a quorum is not present at the meeting it shall stand adjourned to the same day in the next week at the same time and place and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members having the right to vote and present shall be the quorum.
4. The Chairman of the General Executive Committee shall preside as chairman at every general meeting.
5. If at any meeting, the Chairman of the General Executive Committee is not present within fifteen minutes of the time appointed for holding the meeting or is unwilling to act as chairman, the members of the General Executive Committee shall among themselves choose one member to be the chairman of the meeting. If no member of the General Executive Committee is willing to take the chair, the members present shall choose one of the voting members of the General Council to be the chairman of the meeting.
6. The Chairman may with the consent of the meeting 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. It shall not be necessary to give notice of an adjourned meeting or of the business to be transacted at such meeting.
7. At any general meeting, a resolution put to the vote of meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more members and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or loss, and an entry to that effect in the book of proceedings of the Association shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against the resolution.
8. If a poll is duly demanded, it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
9. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.
10. In respect of any matter requiring a poll or vote51 % votes will be required to implement or discontinue any on going process.
GOVERNANCE-MANAGEMENT RESPONSIBILITY
1. Immediately after the registration of the Association as a society under the Companies Ordinance, 1984, the Founder Members shall convene a meeting of General Executive Committee, which shall discuss and implement the organizational issues with regard to the Association.
2. The management and day to day running of the Association shall be carried out by the General Executive Committee under the leadership and guidance of the Chairman.
3. The Chairman may assign specific tasks or obligations with respect to the functioning of the Association to the members of the General Executive Committee. Separate Sub Committees shall be constituted to head these assigned tasks.
4. The members shall diligently and professionally execute those tasks and obligations and report it to the Chairman.
5. The General Executive Committee shall appoint the Chief Executive Officer and Treasurer on the said meeting and assign them their respective tasks and obligations.
6. If any General Executive Committee Member resigns prior to the completion of his/her term of one year, the remaining General Executive Committee shall choose a member from amongst the voting Members of the General Council to replace such General Executive Committee Member until the next scheduled election for General Executive Committee as per the UPA Constitution. Before resignation, the resigning Member shall be required to give a two (2) month prior notice for handover of all pending issues and work. Such Member shall be elected by the GEC by simple majority. The Member thus elected to replace the resigning Member shall not be entitled/required to complete the one year term and his/her term shall cease at the time that the previous resigning member’s term would have ended.
CHAIRMAN
1. The Chairman shall be elected by the General Executve Committee from amongst the members of the General Executive Committee. The term of office of the Chairman shall be one year or decided by the GEC with mutual understanding
2. No member of the General Executive shall be eligible to be elected as a Chairman if he/she has been the Chairman for immediately preceding two consecutive terms, unless it is agreed and decided by the majority of members of the General council present and voting.
3. The General Council may delegate such tasks and functions of the Association to be performed by the Chairman as it may consider appropriate.
4. The office of the Chairman may become vacant if:
  1. he resigns from his office.
  2. he ceases to be a member of the General Executive Committee
  3. he is removed from the office by the members of the General Council by 75 % of its members.
5. If the Chairman resigns prior to the completion of his/her term of one year, the General Executive Committee shall choose a member from amongst themselves to act as Chairman until the next scheduled election for Chairman as per the UPA Constitution. Before resignation, he shall be required to give a two (2) month prior notice for handover of all pending issues and work. If no member of the General Executive Committee is willing to take the chair, the members present shall choose one of the voting members of the General Council to be the chairman of the meeting. Such Chairman shall be elected by the members present by simple majority. The Chairman elected to replace the resigning Chairman shall not be entitled/required to complete the one year term and his/her term shall cease at the time that the previous resigning Chairman’s term would have ended.
CHEIF EXECUTIVE OFFICER
1. The Chief Executive Officer may be amongst the members of the General Council or General Executive Committee or may be the paid employee of the Association and shall be elected or appointed by the General Executive Committee by a simple majority.
2. The Chief Executive Officer shall perform such functions and duties as may be assigned to him by the General Executive Committee.
3. He shall be responsible for the day to day management of the Association and shall participate in the proceedings of each meeting of the General Executive Committee.
TREASURER
1. The Treasurer may be among the members of the General Council or the General Executive Council or may be a paid employee of the Association and shall be elected or appointed by the General Executive Committee through a simple majority vote.
2. The Treasurer shall perform such functions and duties as may be assigned to him by the General Executive Committee.
3. The primary and foremost obligation of the Treasurer shall be the efficient and diligent management of the finances of the Association.
4. He shall participate in the proceedings of each meeting of the General Executive Committee
FINANCIAL MATTERS
1. Upon registration of the Association a Bank account in the name of the “United Producers Association” shall be opened with a Scheduled Bank in order to cater for the financial aspect of the Association and the smooth management of the Association.
2. The Bank account shall be jointly monitored by both the North Chapter and South Chapter Members of the UPA and a Finance Committee shall be constituted for the purpose of regulating the Bank account. The Finance Committee will be constituted by the GEC in their sole discretion by vote of simple majority.
3. Each Member including the Founder Member shall pay a yearly fee of Rs.5000/- (Pak Rupees Five Thousand Only) which shall be subject to change after a vote of the General Council vote on expenditure.
1. Financial Accounting
  1. UPA shall ensure that the management of its finances and its financial accounting follow generally accepted international accounting and auditing principles.
  2. A balance sheet be made out in every year and laid before the Association in general meeting. The balance sheet shall be accompanied by a report of the General Executive Committee as to the Association’s affairs.
  3. A balance sheet and report of the General Executive Committee and of the auditors shall, twenty one days prior to the meeting, be sent to the persons entitled to receive notice of general meeting in the same manner in which notices are given hereunder and in the like period shall be open to inspection of all members of the Association at the registered office of the Association during business hours. A copy thereof shall be transmitted to the Finance Committee for their review and approval.
2. External Audit
  1. The General Council may annually appoint a firm of Chartered Accountants as external auditors. The appointment shall be from time to time subject to competitive tendering and to any conditions laid down by the General Council.
  2. The accounts shall be audited annually by a firm of Chartered Accountants and the audited accounts submitted annually for approval by the General Council at the next meeting following the accounting year-end.
  3. The audited accounts shall have attached to them the report and the management letter of the external auditors.
  4. The auditors shall have the right to attend and be heard at the General Council meeting, to which the audited accounts are presented.
  5. The Finance Committee shall overlook the audit and shall be answerable for any defects.
3. Financial Records
  1. The books of account and records shall be kept at the headquarters office or at such other place or places as the General Council shall decide, and shall always be available to any member of the General Council who wishes to examine them.
4. Annual Report to Registration Authority
  1. Association shall submit Annual Report and audited accounts to the Registration Authority at the end of its financial year.
RULES, REGULATIONS, DECISIONS AND NOTIFICATIONS
1. All rules, regulations, decisions and notifications validly enacted and created by the UPA shall be accepted and complied with by all members of the UPA and the Members shall not question any rules, notifications, regulations or decisions of the UPA which have been thus validly enacted and which aim to safeguard the rights of members of the UPA. Most decisions and notifications for this purpose shall be made through votes of 2/3rds majority of the Members of the UPA but in exceptional cases where decisions are taken by the Arbitration committee or the General Executive Council without majority vote, the members shall still be bound to adhere to the same.
2. This provision shall also be included in any contracts entered into by the UPA Members with fellow UPA members and any third parties.
3. All rules and regulations relating to the voting procedure shall only be altered by simple majority of all Members of the UPA. The votes to alter the voting procedure shall be computed and calculated by the GEC.
CONFIDENTIALITY
1. The Founder Members and all subsequent Members (including Honorary Members and Trade Partner Members) of the Association shall not at any time whether before or after the termination of their membership or the dissolution of the Association, divulge or use any unpublished technical information deriving from the Association or any other confidential information in relation to the Association’s affairs or business or method of carrying on its purposes.
2. That all Members and Founder Members (including Honorary Members and Trade Partner Members) shall keep confidential and not (except as authorised or required for the furtherance of the purposes of the Association) use or disclose or attempt to use or disclose to any person any of the information as specified herein.
3. That all records in any medium (whether written, computer readable or otherwise) including accounts, documents, drawings and other papers including private notes, minutes of meetings etc. concerning the Association and all copies and extracts of them made or acquired by the Founder Members and Members (including Honorary Members and Trade Partner Members) in the course their membership are the property of the Association and that the Founder Members and Members shall;
  1. use the said information only for the purposes of the Association; and
  2. return them to the General Executive Committee of the Association on demand at any time and without demand on the termination of their membership.
4. That the Founder Members of the Association and the Members of the General Executive Committee hereby undertake to keep confidential and uphold the terms and conditions mentioned herein above, and that none of the Founder Members or Members of the General Executive Committee may disclose anything regarding the Association’s affairs or business or method of carrying on its purposes to any person except;
  1. if required by law to do so; or
  2. in confidence to his/her professional advisors.
ELECTIONS
1. The Founder Members shall constitute the first General Executive Committee at the first ordinary meeting of the General Council. The First General Executive Committee shall hold a term of 6 months after which elections shall be held under the procedure laid down in this Article 15.
2. Elections to the General Executive Committee shall be held after every two (2) years. After expiry of one (1), balloting shall be conducted and 50% of Members of the General Executive Committee shall stand retired, while the remaining 50% Members shall continue to be members of the General Executive Committee.
3. Elections shall be held for 50% of the seats vacated after the retirement of above referred 50% Members. Any member from the General Council (except for the retiring members) may nominate himself for one of the 50% vacant seats of the General Executive Committee. The contesting members, securing the highest number of votes shall be elected.
4. Amongst the contesting candidates for the membership of the General Executive committee, those candidates securing the highest number of votes shall be deemed to be elected to the General Executive committee.
5. All members who have paid their subscriptions and other dues, shall have the right to vote for the Elections of the General Executive Committee.
6. All members, including the Founder members shall have the right to contest the elections for the General Executive Committee.
7. The office of member of General Executive Committee shall be vacated if the member:
  1. Ceases to be a member of the Association.
  2. Is found to be of unsound mind by a Court of competent jurisdiction; or
  3. Is adjudged insolvent, or Accepts or holds any office of profit under the Association; or
  4. Absents himself from three consecutive meetings of the General Executive Committee or from all meetings of the General Executive Committee for a continuous period of three months, which ever is longer, without leave of absence from the General Executive Committee.
  5. Accepts a loan from the Association; or
  6. Is concerned or participates in profits of any contract with the Association; or
  7. Is punished with imprisonment by a competent Court for a term exceeding six months in respect of an offence which under the law for the time being in force is cognizable.
  8. Is removed by the General Council by 51% majority vote from amongst its total number.
DISPUTE RESOLUTION
1. Incase of any dispute between UPA members or between UPA members and any third parties, the dispute will be referred to the Arbitration Committee of United Producers Association (UPA), whose decision shall be final and binding to the parties of the dispute. The arbitration shall be conducted in Lahore or Karachi as per the UPA Arbitration Rules.
2. All members of the UPA shall be bound to resolve disputes through arbitration as per the UPA Arbitration Rules and once they have become members of the UPA they shall not raise any objection to arbitration being conducted in accordance with this clause contained hereinabove. Any disputes described herein shall automatically be resolved through arbitration when any of the parties to the dispute refers the matter to the Arbitration Committee of United Producers Association and no permission shall be required from the UPA members in this regard.
3. An award under Arbitration can only be awarded if all relevant, proper and legitimate documentation required for the purpose of evidencing the claim of the member/complainant is submitted to the Arbitrators and Arbitration Committee.
4. The GEC shall assist any Members including Founding Members and Non-voting Members in the resolution of any such disputes.
RECORD OF MEETINGS

Minutes shall be made of the proceedings of all meetings of the General Council and the General Executive Committee and shall be confirmed in the same or the next meeting of the same body. A Record of General Executive Committee Meeting shall be circulated to the entire General Council and monthly updates must be sent to the General Council Meeting in respect of projects handled by the General Executive Committee.
PROCEEDINGS NOT INVALIDATED BY A VACANCY

No act carried out by any meeting of Association shall be made invalid by the fact that some irregularity found afterwards regarding the appointment, election or qualification of a person who participated.
RECRUITMENT OF STAFF

Recruitment of staff shall be open to all persons without any discrimination on grounds of race, creed, religion, political belief, sex, disability or ethnic origin.
AMENDMENTS TO THE CONSTITUTION
1. Amendments to the Constitution of UPA shall be made only at a General Meeting of the General Council by the vote of not less than 2/3 of the total members of the General Council present.
2. No meeting of the General Council may vote on a proposed change in the constitution unless proposed change, including the text, is stated in the notice of the meeting. Such notice shall be sent to each member not less than thirty days before the date of such a meeting.
3. The Quorum for the purposes of an amendment to the Constitution shall be 60% of its total members.
4. All amendments to the Constitution, shall be made with the approval of the Central Board of Revenue and confirmed by Registration Authority.
FRAMING OF BYE-LAWS

The General Council of UPA shall frame Bye-laws in aid of the Memorandum and Articles of Association of UPA for the proper working of its Constitution. The Bye-Laws shall be adopted by a simple majority of the General Council and it may amend the same from time to time subject to the approval of the Registration Authority.
DISSOLUTION OF ASSOCIATION
1. Dissolution of Association shall only be considered if a resolution to this effect is adopted unanimously by not less than ¾ of the total members of the General Council in Extraordinary General Meeting of the General Council. The Chairman shall then submit an application on behalf of the General Council to the Competent authority as prescribed the Societies Registration Act 1860.
2. In the event of its dissolution the assets of UPA, after meeting all liabilities, if any, may be transferred to another institution, approval for which has been granted by the Registration Authority. The intimation of such transference shall be given to the Central Board of Revenue within three months of the dissolution.
DISPOSAL OF ASSETS AFTER DISSOLUTION

After dissolution, UPA shall pay any debts it may have. Any residual assets provided by its donors shall be returned to them in the way decided by each donor, provided that local law permits this.
INTERPRETATION
1. In these Articles masculine will include feminine and singular will include plural if the context so permits.
2. The authority to interpret the Constitution and the Byelaws rests with the General Council and such interpretation shall be final.