Charter

1. Name, Place, Business Year

The Trust is called “CCLP Worldwide”. It is founded as international Charitable Trust. The Trust has its registered office in Kolkata. The business year of the Trust is the calendar year.

2. Purpose of the Trust

The Purpose of the Trust is to promote the need of higher education for youth and take effort to educate the underprivileged and needy youth to help build a world in which every youth become accessible to higher education at affordable price and Trust unites to help them achieve the future. Recognizing the global dynamics of Education availability, the Trust acts both at the international and, through its Regional and National chapters at the regional or national level to spread and ignite the social awareness of educating the youth for better livelihood. The Trust does this in particular by:

• Raising Public Awareness of the occurrence and impact of low accessibility of Higher Education

• Developing International coalitions to address it

• Developing and disseminating tools to effect it

• Promoting transparency and accountability in spreading the mantra of higher Education

• Monitoring the availability of quality education to youth

• Supporting institutions and mechanisms to combat it.

3. Non-Profit-Making Purpose of the Trust

The Trust will pursue exclusively and directly non-profit making goals in accordance with the law of origin Country. The Trust will act altruistically; its primary motive is not profit-oriented. The funds of the Trust may only be used for the stated purposes of the Trust pursuant to this Charter. Members of the Trust shall not, in that capacity, receive allocations from Trust funds. No individual may benefit from these funds through expenditure which is not in line with the purpose of the Trust, or through disproportionately high remuneration. Should the Trust be dissolved, or when the tax exemption status is revoked, the assets of the Trust are to be used for donating to other registered Trust of same objectives.

4. Founding principles

• United Nations Declaration of higher Education for twenty first century

• United nations Global compact Ten principles

• Declaration of Higher Education for Sustainable better livelihood

5. Organs of the Trust

The Organs of the Trust are the Annual Membership Meeting –which comprises the International Council - Board Of Governors, Regional Representative (Continent representative) and Advisory Council Members, World Council – Country and City Representative, Chapters-Regional and National or Local Chapters and the Individual and Organizations Members.

6. International Council

The members of Board of Governors, Regional representative and members of Advisory Council constitute the International Council.

7. World Council

The country and City representative of the Organizations constitute the World Council. The world Council acts as platform to discuss any matters relevant to its member. The world Council will be chaired by Chairman of Advisory Council.

8. National and Regional Chapters

The Trust will encourage the establishment of National and Regional or local Chapters within appropriate frameworks. The form and organization of these chapters will vary depending on the country or region concerned, and the relevant local legal system. Regional Chapters may also be established in appropriate circumstances.

9. Membership

Membership is open to organizations and individuals of recognized integrity from diverse geographical, cultural and professional backgrounds that acknowledge the Charter of the Trust and are committed to the active promotion and realization of its goals. The membership comprises accredited National and Regional Chapters, Individual Members and recognized Trust and Societies (NGO). Membership is granted by decision of the Board of Governors. An accreditation policy for National and Regional Chapters and an appointment policy for Individual Members and NGOs will be decided by the Membership Meeting, upon a proposal by the Board of Governors, and may be revised from time to time. These policies shall also provide a mechanism to appeal against decisions of the Board of Governors concerning suspension, dis-accreditation, and removal. Each accredited Regional or National Chapter shall appoint one of its officers or members by resolution of its board to represent it at Membership Meetings. The appointed person shall be referred to as the Official Chapter representative.

10. Supporters and Honorary Members

The status of Supporter is open to governments and government agencies, corporate or other business entities, organizations and individuals. Supporters are expected to make available to the Trust funds and/or material assistance for its activities, above and beyond acknowledging their support for the objectives of the Trust. Supporters are entitled to be informed as to the activities of the Trust, and to attend the Membership Meetings. They have no voting rights and shall not be counted towards the quorum at Membership Meetings, but they may assist with the work of the Trust in an advisory capacity. Individuals or bodies may apply to become Supporters by declaring in writing to the Chairperson their willingness to further the work of the Trust. Their applications are subject to approval by the Board of Governors. Individuals who have distinguished themselves in the fight against low accessibility of education to youth may be appointed Honorary Members by the Board of Governors. Honorary Members do not have voting rights and shall not be counted towards the quorum at Membership Meetings. The status of Supporter or Honorary Member may be terminated by the Board of Governors at any time in its sole discretion.

11. Termination of Membership

1. Membership terminates:

• In the case of Individual Members upon death and in the case of National Chapters upon dissolution or disaccreditation

• Upon voluntary withdrawal (by declaration of withdrawal in writing to the Secretary General, or at the expiry of the specified membership term)

• Upon expulsion

• Upon dissolution of the Trust.

2. All membership rights cease with the termination of membership. Membership fees owed to the Trust remain to be paid.

12. Membership Fees

Members of the Trust must pay annual membership fees. The Membership Meeting shall determine the fees (if any) payable by Members and the date by which such fees shall be payable.

13. The Executive (The International Council)

The Chairperson and the Vice-Chairperson shall comprise the executive (International Council) of the Trust for purposes chairing the general meeting .The Membership Meeting may decide that an allowance may be paid to the Chair to enable him or her to undertake the tasks of that role. The Chairperson and the Vice-Chairperson shall be elected by the Membership Meeting from among the Official Chapter Representatives and the Individual Members for a three-year term. They shall be eligible for re-election for a maximum of a further four terms but will not be eligible for re-election for a Fifth term if they had earlier served for four terms as an ordinary Board member. The Chairperson and the Vice-Chairperson shall, however, remain in office until another Executive is elected. If the position of Chair becomes vacant for any reason, the Vice Chair should act as Chair until the next Annual membership Meeting. If the positions of both Chair and Vice Chair become vacant for any reason, the remaining Board members should elect one of their members to be Chair until the next Annual Membership Meeting.

14. Appointment and Powers of Secretary General

The Executive, in order to perform its duties, appoint, with the approval of the Board of Governors, Secretary General, Asst Secretary General and Under Secretary General for smooth running of day to day affair of the trust and working of Secretariat office. The Secretary General shall be the head of the secretariat office of the Trust. The member of Board of Governors may be appointed as Secretary General of the Trust and any member or chapter representative or paid Secretariat staff may be appointed as Asst. Secretary General or Under Secretary General by Board of Governors in consultation with the Secretary General.

The Secretary General shall have the rights to attend and vote at annual membership meeting.

The Secretary General shall have the right to speak for the trust

The day to day affair of the trust and running of the secretariat office shall be the responsibility of the Secretary General.

15. Meetings and Decisions of the Executive (The International Council)

Decisions of the Executive are taken at meetings convened by the Chairperson or by teleconferencing, fax, post or e-mail. The Executive may provide for its own procedures. In the event of the Executive being unable to reach a unanimous decision, a voting may be done by the member of International Council.

16. Board of Governors

The Board of Governors comprises the members of the International Council (Executive) and Advisory Council and between two and thirteen additional members selected by invitation sent from Board of Governors or elected by the Membership Meeting from among the Official Chapter Representatives and the individual Members. Members of the Board of Governors shall be elected or appointed for a three-year term. Retiring Members are eligible for re-election for a second term, but must retire for at least one year before being eligible for re-election for a final third term as a Director. The Chairperson, or in his or her absence the Vice-Chairperson, shall serve as chairperson and vice-chairperson respectively of the Board of Governors. The Board of Governors shall make decisions at meetings convened by the Chairperson or Vice-Chairperson. At least two-week’ written notice (or as decided time to time) shall be given along with an agenda. If all members of the Board of Governors agree, formal requirements and periods of notice may be waived. As an alternative to meetings convened, the Board of Governors may determine procedures to conduct official business by teleconferencing, fax, post or e-mail. If a decision is to be made by any of the above means, all members of the Board of Governors have to be informed in writing about decisions to be tabled at least one week in advance. A quorum consists of two thirds of the Members of the Board of Governors, including at least one member of the Executive. Decisions are made by majority voting; in the event of there being no majority, the Chairperson, or in his or her absence the Vice- Chairperson, has a casting vote. Members of the Board of Governors unable to attend a meeting may by written notice to the Chairperson appoint another member of the Board of Governors as their proxy to vote on their behalf and will in this case be included in the quorum. Minutes will be kept of the decisions made, and signed by the minute-taker and by the person who chaired the meeting. Members of the Board of Governors may only be removed during their term by resolution of the Membership Meeting. In the event of an unanticipated vacancy on the Board, the seat shall be filled for a full three-year term by election at the next Membership Meeting.

17. Responsibility of the Board of Governors

The Board of Governors is responsible for determining the strategy and policy of the Trust and supervising its activities. It is, in particular, responsible for the following:

• Appointing New Member or Governor by invitation

• Approving the annual budget;

• Referring to the Membership Meeting any matters to be decided upon by that meeting;

• Implementing decisions of the Membership Meeting; proposing the Annual Report and financial statements of the Trust for the last fiscal year for Approval by the Membership Meeting;

• Accrediting, suspending and dis-accrediting Regional or National Chapters;

• Appointing, suspending, removing and expelling Individual Members;

• Appointing, suspending and removing Supporters and Honorary Members;

• Approving the appointment of the Managing Director(s);

• Making decisions on any other matters of particular importance not Reserved to the Membership Meeting;

• Determining from time to time the size of the Board of Governors, within the parameters; approving the minutes and disseminating to the membership decisions taken at Board Meetings;

• Appointing and removing members’ of the Advisory Council and its chairperson.

• Appointing Regional, Country and City Representative as member of world Council

18. Membership Meeting

Each Member has one vote at the Membership Meeting. The votes of Regional or National Chapters are cast by their respective Official Chapter Representatives. A Member may give any other Member a proxy to vote in his or her place. A proxy can only be given for a specific Membership Meeting. No Member may cast more than two votes on behalf of absent Members. Supporters and Honorary Members have no voting rights. The Membership Meeting is responsible in particular for the following:

a) Considering the Annual Report and financial statements of the Trust presented by the Board of Governors and giving formal approval to the actions of the Executive and the Board of Governors;

b) Determining the fees if any to be paid by Members;

c) Electing and removing the Chairperson, the Vice Chairperson and members of the Board of Governors;

d) Deciding and revising a policy for the accreditation of National and Regional Chapters and for the appointment of Individual Members.

e) Approving amendments to the Charter of the Trust, or its dissolution.

f) Approving any resolution of Board of Governors or Executive

19. Convening of Membership Meetings

A Membership Meeting shall be held at least once in each calendar year. It shall be convened by the Executive giving at least four weeks’ notice in writing and including the proposed agenda. The four-week period runs from the day immediately following the date of the postmark on the notice of meeting. The notice shall be deemed to have been received by a Member if it has been sent to the most recent address given to the Trust by the Member. The agenda shall be determined by the Executive in consultation with the Board of Governors. Members may for consideration by the Executive submit matters for inclusion on the agenda by sending notice in writing to the Chairperson at least two weeks before the date of the Membership Meeting. The person chairing the Membership Meeting shall announce these additional matters at the start of the Meeting. The Membership Meeting itself shall decide whether to accept such additional matters for inclusion on the agenda.

20. Extraordinary Membership Meeting

The Executive shall call an extraordinary Membership Meeting where such action is necessary in the interests of the Trust, or where the Board of Governors has decided on such a course of action, or where not less than one quarter of the Members submit to the Chairperson a written request that such a meeting be held, giving their reasons.

21. Decisions of the Membership Meeting

The Membership Meeting will be chaired by the Chairperson or, in the absence of the Chairperson, by the Vice- Chairperson or, if he/she is also absent, by a member of the Board of Governors. The person chairing the Membership Meeting shall determine the voting procedures to be adopted following consultation of the Meeting. However, if at least one-third of the Members present in person or by proxy request a secret voting procedure, this must be adopted. The quorum comprises one half of all the Members of the Trust. Proxies shall be counted towards the quorum. Where there is no quorum, the Executive must call another Membership Meeting with the same agenda to take place within six weeks. This second meeting shall be deemed to have a quorum irrespective of how many Members attend. This fact should be included in the notice of meeting. Decisions of the Membership Meeting are made by a simple majority of all valid votes cast in person or by proxy, except that

(i) A majority of two-thirds of such votes is required to amend the Charter, to remove the Chairperson, the Vice-Chairperson or a member of the Board of Governors and

(ii) A majority of three quarters of such votes is required to dissolve the Trust.

An abstention shall not be deemed to be a valid vote. A vote to change the purpose of the Trust can only be made with the approval of all Members of the Trust. Members not casting their vote at the Membership Meeting in person or by proxy can cast their vote subsequently by writing to the Chairperson. Minutes must be kept of decisions of the Membership meeting and signed by the minute taker and by the person who chaired the meeting.

22. Advisory Council

To support the work of the Trust an Advisory Council shall be appointed comprising individuals of recognized integrity from varied geographical, cultural and professional backgrounds and with extensive experience in areas specifically relating to the purpose and work of the Trust. Members of the Advisory Council will be appointed and removed by the Board of Governors in consultation with the Chairperson of the Advisory Council. The Chairperson of the Advisory Council will be appointed and removed by the Board of Governors. The Advisory Council will determine its own procedures. It will meet from time to time, and develop recommendations for the work of the Trust. The Board of Governors will maintain close contact with the Chairperson of the Advisory Council and may request the opinion of the Advisory Council. The member of Advisory Council may be Governor of the Board.

23. Annual Statement of Accounts

The Trust’s accounts shall be audited by a member of the accounting profession and published annually.

24. Dissolution of the Trust

A decision to dissolve the Trust requires a resolution passed at a membership Meeting and supported by three-quarters of all valid votes cast in person or by proxy in accordance with Article. Unless the Membership Meeting determines otherwise, the Chairperson and the Vice-Chairperson shall be joint liquidators, and shall represent the Trust. The above provisions shall also apply should the Trust be dissolved for any other reason, or should it lose its legal capacity.

25. Governing Language

The English version of this Charter shall prevail in cases of interpretation and determination of the content of this Charter.

26. Place of Jurisdiction

The Jurisdiction of Kolkata has sole authority in cases of litigation within the Trust.

27. Salvatory Clause

If any provision of this Charter shall be held void or unenforceable or contrary to Indian law, the validity of the remaining provisions shall remain unaffected.

End

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