Rules of Society

SOCIETY REGISTERED UNDER
SOCIETIES REGISTRATION ACT, 1860

RULES AND REGULATIONS
OF
CENTRAL MEDICAL SERVICES SOCIETY
INTERPRETATION
SHORT TITLE AND APPLICATION

1. These Rules and Regulations shall be called “The Rules and Regulations of the Central Medical Services Society, 2011”.
2. There Rules shall some into force with effect from the date of registration of the Society with the Registrar of Societies.

DEFINITIONS

3. In the interpretation of the these Rules and Regulations unless there be something in the subject or context inconsistent therewith:
   
   1. "The Act” means the Societies Registration Act, 1860 as amended up to date.
   2. “The Chairperson” means the Chairperson of the Governing Body of the Society.
   3. “Clear Days” in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given, and the day for which it is given or on which it is to take effect.
   4. “The Director General” means the Director General of the Society. He/She will be the Chief Executive Officer and the Member Secretary of the Society.
   5. “The Government” means the Department of Health & Family Welfare, Government of India.
   6. “The Governing Body” means the Body constituted under Rule 22 of these Rules as the Governing Body of the Society.
   7. “The President” means the President of the Society (General Body).
   8. “Vice-President” means the Vice President of the Society/General Body.
   9. “Rules” means these Rules and Regulations registered along with the Memorandum of Association.
   10. “Seal” means the common seal of the Society.
   11. “the Society” means the Central Medical Services Society, registered under Societies Registration Act, 1860.
   12. “Secretariat” means the Secretariat of the Society.
   13. “Persons” includes a firm, company, corporation, cooperative society, individual and as association or body of individuals whether incorporated or not.
   14. “Year” means financial year commencing from 1st day of April of any calendar year and terminating on the 31st day of March of the following calendar year.
   15. “Member” means the member of the Society.
   16. Words importing the plural number shall include the singular number and words importing persons shall include organizations.
   17. Expressions referring to writing shall, unless the contrary intention appears, be constructed as included references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

Unless the context requires, words or expressing contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Society.

OBJECTIVES

4. The Society is established for the objects expressed in the Memorandum of Association of the Society.

MEMBERS of General Body

5. The Society shall have the following members in the General Body not exceeding 21 members:
   
   1. First members of the Governing Body; one of whom may be nominated by the Government as President.
   2. Additional ex officio members of the Governing Body.
   3. Director General of the Society, to be appointed under these Rules.
   4. Procurement/Supply Chain experts to be nominated by the Society (General Body) from time to time with the concurrence of the Government.
6. The membership of an ex officio member of the Society and the General Body shall terminate when he/she ceases to hold the office by virtue of which he/she was member and his/her successor to the office shall become such member.
7. Nominated members shall hold office for a period of three years from the date of their nomination. Such members will be eligible for re-nomination for another period of three years.
8. The Society shall maintain a roll of members at its registered office and every member shall sign the roll and state therein his/her rank or occupation and address. No member shall be entitled to exercise rights and privileges of a member unless he/she has signed the roll as aforesaid.
9. Members of the General Body shall cease to be members if they resign, become of unsound mind, become insolvent or be convicted of a criminal offence involving moral turpitude or removal from the post by virtue of which he/she was holding the membership.
10. Resignation of membership shall be tendered to the General Body through the Director General and shall not take effect until it has been accepted on behalf of the General Body by the President.
11. If a member of the Society changes his/her address, he/she shall notify his/her new address to the Director General who shall thereupon enter his/her new address in the roll of members. But if a member fails to notify his/her new address, the address in the roll of members shall be deemed to be his/her address.
12. No act or proceedings of the Society or of the General Body shall be invalid merely by reason of the existence of any vacancy therein or of defect in appointment of any of its members.
13. Members of the General Body shall not be entitled for any remuneration by the Society against the services rendered to the Society.

PROCEEDINGS OF THE SOCIETY (GENERAL BODY)

14. The Society (General Body) shall meet as often as is considered expedient but not less than once a year to approve and decide on the activities of the Society and the Governing Body.
    ANNUAL GENERAL MEETING/SPECIAL GENERAL BODY
15. Authority, Frequency and Scope.
    
    1. An Annual General Meeting of the Society shall be held at such time, date and place, as may be determined by the President. At such Annual General Meeting, the Governing Body shall submit the Annual Report and the Audited Accounts of the Society together with the Auditor’s Report thereon;
    2. The President may convene a Special General Meeting of the Society, whenever he/she thinks necessary; and
    3. At all Special General Meetings, no subject other than that stated in the notice or requisition, as the case may be, shall be discussed except when specially authorised by the President.

NOTICE

16. Notice
    
    1. Every notice calling a meeting of the Society shall state the date, time and place at which such meeting will be held and shall be served upon every member of the Society not less than fifteen clear days before the day appointed for the meeting. The Agenda Note shall be served upon every member of the Society not less than seven days before the appointed for the meeting.
    2. The accidental omission to give notice to or the non-receipt of notice by any member shall not invalidate the proceedings at the meeting.
    3. A notice may be served upon to every member of the Society either personally or by sending it through post or by e-mail.
    4. Any notice so served by post shall be deemed to have been served on the day following that on which the letter, envelop or wrapper containing the same is posted and in providing such service it shall be sufficient to prove that the cover containing such notice was properly addressed and put in the post office.
17. President/Vice-President of the Society:
    
    1. The President shall preside over all meetings of the Society. He shall also exercise general supervision over its functionaries.
    2. In case of equality of votes in any meeting, he/she tender his/her casting vote.
    3. Vice President:In the absence of the President, he/she will carry out the function entrusted to the President.

Quorum

18. Quorum
    
    1. Seven members of the Society present in person shall form a quorum at any meeting of the Society.
    2. If there is no quorum at any meeting of the Society, the meeting shall be adjourned for a week at least and reconvened at a date, time and place to be decided by the President of the Society.
    3. If at such adjourned meeting a quorum is not present, then those members who are present shall constitute the quorum and may transact the business for which the meeting was called.
19. All disputed questions at the meetings of the Society shall be determined by a majority of votes of the Members present and voting.
20. Each Member of the Society shall have one vote. In case of any equality of votes, the President/Chair shall have a casting vote.
21. The proceedings of all meetings of the Society and resolutions passed therein shall be submitted by the Director General to the President of the Society for approval.

THE GOVERNING BODY

Composition & Functions

22. The Governing Body shall consist of members as specified under the Memorandum of Association of the Society.
23. Once in every year, a list of members of the Governing Body shall be filed with the Registrar of Societies as required under-Section 4 of the Societies Registration Act, 1860.
24. The Governing Body shall generally pursue and carry out the objectives of the Society as set forth in the Memorandum of its Association and in doing so shall follow and implement the policy directions and guidelines laid down by the Society (General Body).
25. The affairs and funds of the Society shall be managed, administered, directed and controlled subject to “Rules and Regulations” and “Bye Laws” of the Society, by the Governing Body.

Powers of the Governing Body

26. The Governing Body shall exercise all executive and financial powers of the Society including those vested in or conferred on or to be conferred on it by or under any Statute subject to Policy directions that may be issued by the Government from time to time.
27. The Governing Body shall have the power, subject to the provisions of these “Rules & Regulations” to draft bye-laws for the proper conduct of the activities of the Society and will specifically have the following powers:
    
    1. Consider the annual and supplementary budgets placed before it by the Director General from time to time and pass them with such modification as the Governing Body thinks fit;
    2. Create and abolish posts;
    3. Enter into agreement with Government and through them with Foreign and International Agencies and Organizations, the State Governments and other public or private organizations or individuals for securing and accepting grants-in-aid, endowments, donations or gifts to the Society on mutually agreed terms and conditions provided that such terms and conditions, if any, shall not be contrary to inconsistent or in conflict with the objectives of the Society;
    4. Enter into agreements with the Government of India, State Governments, International Developments Agencies and other public sector undertakings to provide services relating to procurement, warehousing, storage, quality assurance of health goods and supplies including drugs, biomedical equipment and instruments, lab-chemicals, larvicides, vaccines, health kits and other medical consumables, provided that such terms and conditions, if any, shall not be contrary to, inconsistent or in conflict with the objectives of the Society;
    5. Take over, acquire by purchase, gifts, exchange, lease or hire or otherwise from Government and through them from foreign and international agencies and organizations, the State Governments and other public or private bodies or individuals, institutions, libraries, laboratories, immovable properties, endowments or other funds together with any attendant obligations and engagements not inconsistent with the objectives of the Society;
    6. Appoint Committees and Sub-Committees for such periods and on such terms as it may deem fit, and dissolve any of them; and
    7. Determine such other matters as may be necessary for the administration of the affairs and funds of the Society.
28. The Governing Body may delegate such administrative and financial powers as it may think proper to the Director General for the smooth functioning of the affairs of the Society.
    

    Proceedings of the Governing Body

29. Every meeting of the Governing Body shall be presided over by the Chairperson and in his absence a member chosen from amongst themselves by members present, to preside for the occasion.
30. Five members of the Governing Body present shall constitute a quorum at any meeting of the Governing Body.
31. Not less than seven days clear notice of every meeting of the Governing Body shall be given to each member of the Governing Body. The accidental omission to give notice to or the non-receipt of notice by any member shall not invalidate the proceedings of the meeting.
32. At least one meeting of the Governing Body shall be held in every quarter of the year.The Chairperson may himself/herself call, or by a requisition in writing signed by him/her may require the Director General to call a meeting of the Governing Body at any time and on the receipt of such a requisition, he/she shall forthwith call such meeting.
33. Each member of the Governing Body shall have one vote. The matters to be determined by the Governing Body shall be decided by the majority votes;In the event of there being equality of votes on any question to be decided by the Governing Body, the Chairperson, shall have a casting vote.
34. Any business which it may be necessary for the Governing Body to perform, except such as may be placed before its annual meeting, may be performed by a resolution in writing circulated among all its members and any such resolution so circulated and approved by a majority of the members signing shall be as effectual and binding as if such resolution had been passed at a meeting of the Governing Body, provided that at least five members of the Governing Body have recorded their approval to the resolution.
35. The proceedings of meetings and resolutions passed by the Governing Body shall be submitted by the Director General to the Chairperson of the Governing Body for approval.
36. The membership of an ex officio member of the Governing Body shall terminate when he/she ceases to hold the office by virtue of which he/she was member and his/her successor to the office shall become such member.
37. Nominated members shall hold office for a period of three years from the date of their nomination. Such members will be eligible for re-nomination for another period of three years.
38. The Society shall maintain a roll of members at its registered office and every member shall sign the roll and state therein his/her rank or occupation and address. No member shall be entitled to exercise rights and privileges of a member unless he/she has signed the roll as aforesaid.
39. Members of the Governing Body shall cease to be members if they resign, become of unsound mind, become insolvent or be convicted of a criminal offence involving moral turpitude or removal from the post by virtue of which he/she was holding the membership.
40. Resignation of membership shall be tendered to the Governing Body through the Director General and shall not take effect until it has been accepted on behalf of the Governing Body by the Chairperson.
41. If a member of the Society changes his/her address, he/she shall notify his/her new address to the Director General who shall thereupon enter his/her new address in the roll of members. But if a member fails to notify his/her new address, the address in the roll of members shall be deemed to be his/her address.
42. No act or proceedings of the Governing Body shall be invalid merely by a reason of the existence of any vacancy therein or of defect in appointment of any of its members.
43. Members of the Governing Body shall not be entitled for any remuneration by the Society against the services rendered to the Society.

APPOINTMENT, FUNCTIONS AND POWERS OF DIRECTOR GENERAL

44. The Director General shall be the Chief Executive Officer and the Member Secretary of the Society and shall be appointed by the Government and will be answerable to the Governing Body and the General Body.
45. Subject to the decisions of the General Body and the Governing Body, the Director General shall be responsible for:-
    
    1. The proper administration of the affairs and funds of the Society;
    2. Keeping or causing to be kept the minutes of the proceedings of the Society and the Governing Body and taking necessary action in connection therewith;
    3. Keeping and causing to be kept all records of the Society at its office or any other place to be determined by the Governing Body;
    4. Prescribing the duties of all employees of the Society;and
    5. Exercising supervision and disciplinary control over the work and conduct of all employees of the Society.
46. He/she shall, subject to the provision of these Rules and Regulations, Bye-Laws and decisions of the Governing Body, appoint all such officers and support staff as may be required to assist him/her and/or officers subordinate to him/her for carrying out the objects set forth in the Memorandum of Association of the Society on such terms and conditions as prescribed by the Governing Body from time to time. He/she shall exercise general supervision and disciplinary control over the officers and the staff of the Society.
47. He/she shall co-ordinate and exercise general supervision over all the activities of the Society.
48. He/she shall act as Member-Secretary of the both the General Body and Governing Body of the Society.
49. For the purposes of the Section 6 of the Societies Registration Act (21 of 1860), the Director General in his/her capacity as Member-Secretary of the Society may sue or be sued in the name of the Member-Secretary of the Society.

FUNDS OF THE SOCIETY

50. The funds of the Society will consist of the following:
    
    1. Lump sum and recurring grants, if any, made by the Government;
    2. Fees and other charges received by the Society; and
    3. All money received by the Society by way of grants, gifts, donations or other contributions.

BANK ACCOUNT

51. The Society shall maintain its bank account with Nationalized or scheduled banks as may be approved by the Governing Body in the name of Central Medical Services Society. The operation of the bank account(s) will be decided by the Governing Body of the Society.

FINANCIAL YEAR

52. For accounting purpose, the financial year of the Society will be same as that of the Government of India.
53. The income and property of the Society, howsoever derived, shall be applied towards the promotion of the objectives thereof as set forth in the Memorandum of Association. No portion of the income and property of the Society shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Society or to any of them provided that nothing therein contained shall prevent the payment in good faith of remuneration of any employee thereof or other persons in return for any service rendered to the Society.

ACCOUNTS AND AUDIT

54. 
    
    1. The Society shall maintain proper accounts and other relevant records and prepare annual report comprising the Receipt and Payment Accounts, Income & Expenditure Accounts, Statement of Liabilities & Assets in such form as may be prescribed by the Government of India in consultation with the Comptroller and Audit General of India.
    2. The accounts of the Society shall be audited annually by the Comptroller and Auditor General of India or any other person appointed by him in his/her behalf and any expenditure incurred in connection with the audit of accounts of the Society shall be payable by the Society.
    3. The Comptroller and Auditor General of India or any other person appointed by him/her in this behalf shall have the same rights, privileges and authority in connection with the audit and accounts of the Society as the Comptroller and Auditor General of India or any other person appointed by him/her in this behalf in connection with the audit of Government accounts and in particular, shall have the right to demand the production of books accounts, connected vouchers and other documents and papers, and to inspect any of the offices of the Society.
    4. The accounts of the Society as certified by the Comptroller and Auditor General of India or any other person appointed by him in this behalf together with the audit report thereon shall be forwarded annually to the Government of India and the Government shall cause the same to be laid on the Table of both the houses of Parliament within nine months of the close of the accounting year of the Society.

ANNUAL REPORT

55. The Annual report of the Society and the work undertaken during the year shall be prepared by the Governing Body for the information of the members of the Society. This report and the audited accounts of the Society along with the auditor’s report thereon shall be placed before the Society at the Annual General Meeting. The same shall be forwarded to the Government of India to be laid on the Table of both the houses of Parliament as per Para 54 (d).

SEAL

56. The Governing Body shall provide a seal and also for its safe custody and the seal shall not be used except by the authority of the Governing Body previously given, and one member of the Governing Body shall sign every instrument to which the seal is affixed and every such instrument shall be countersigned by the Member-Secretary or by some other person appointed by the Governing Body for the purpose.

ALTERATION OF THE OBJECTIVES OF THE SOCIETY

57. 
    
    1. The Governing Body shall convene a Special General Meeting of the Members of the Society, according to these Rules for the consideration of the said proposition;
    2. The Governing Body shall submit the proposition for such alteration, extension or amalgamation as aforesaid to the members of the Society in a written or printed report;
    3. Such report shall be delivered or sent by post to every member of the Society fifteen clear days prior to the said Special General Meeting; and
    4. Such proposition has to be agreed to by the votes of three fourth of the members of the Society delivered in person or by proxy at the said Special General Meeting;
58. The Society may change its name by a Resolution passed by a majority of the members of the Society present at any meeting of the Society duly convened for the purpose.

DISSOLUTION OF THE SOCIETY

59. Any number not less than three fifth (3/5th) of the members of the Society may, with the prior consent of the Government of India, determine that the Society shall be dissolved, and thereupon it shall be dissolved forthwith, or at the time then agreed upon and all necessary steps shall be taken for the disposal and settlement of any property of the Society, its claims and liabilities according to the Rules of the Society applicable thereto, if any, and if not, then as the Governing Body shall find expedient, provided that in the event of any dispute rising in the said Governing Body of the members of the Society, the adjustment of its affairs shall be referred to the Government whose decision in the matter shall be final.
60. If on winding up or dissolution of the Society, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, or distributed among, the members of the Society or any of them but shall be dealt with in such manner as the Government may decide.

AMENDMENT OF RULES AND REGULATIONS OF THE SOCIETY

61. The Society may amend these Rules provided that such changes have not altered the nature and/or the objectives and/or purpose for which it has been set up. The proposal for any amendment shall be carried out only through the following process:
    
    1. Proposals for amendments must be circulated to all members of the Governing Body and must be duly included in the written Agenda of the ensuing meeting of the Governing Body or a special meeting of the Governing Body;
    2. No amendment shall be effective unless the proposal in this regard has been endorsed by at least two third (2/3rd) of the members of the Governing Body and by a majority of the members present at any meeting of the General Body of the Society.
62. All provisions contained in the Societies Registration Act, 1860 as amended from time to time shall apply to this Society.