MEMORANDUM
OF
THE ESTATE AGENTS’ ASSOCIATION OF INDIA

1. The name of the Association shall be ‘THE ESTATE AGENTS’ ASSOCIATION OF INDIA’.

RULES AND REGULATIONS

1.      MEMBERSHIP:
(a)      For the purpose of registration, the number of members of the Association is declared to be unlimited.

In addition, Associations of Estate Agents outside Greater Bombay may be affiliated to the Association on payment of such fees on such conditions as prescribed by the Managing Committee from time to time.

The Managing Committee may at any time create different classes of members and may provide for the entrance fees and subscriptions and define their respective rights and privileges.

The Managing Committee in special cases have power to allow any person to become a member of the Association for such purpose, subject to such conditions, and upon payment of such sums as the Managing Committee may in their absolute discretion think fit. In such cases the Managing Committee shall have power to and may dispense with payment of entrance and other fees.

2. DIFFERENCE BETWEEN ORDINARY & ASSOCIATES MEMBERS:

ORDINARY MEMBER:
Any individual, firm or company carrying on mainly the business of real estate agent shall be eligible as an ordinary member of the Association.

ASSOCIATE MEMBER:
Any individual, firm or company engaged in the business of real estate agents as a side activity, or operating beyond Thane or Borivali, shall be eligible as an Associate Member of the Association.

The Associate Member shall no be eligible for election to the Managing Committee nor shall be entitled to vote at a general meeting.  He may, however, be co-opted as a member of a sub-committee or a delegation etc.

Every application shall be submitted by the Secretary to the Managing Committee at its next meeting. The Managing Committee shall have absolute power and discretion to accept or to reject an application without being bound to give any reason.

Upon admission the Secretary shall in writing notify the newly admitted member of the same.

A candidate duly proposed and seconded but not admitted shall not be eligible for admission again until after three calendar months from the date of his rejection.

In the case of a firm or company, the member shall be entitled to appoint an accredited representative, who shall not be below the status of partner, director or manager. Such representative shall enjoy the same rights and privileges as if he were and individual member of the Association.

3. ENROLMENT AND REPRESENTATION BY NOMINEES

Members can only be enrolled in the name under which they carry their business, and shall, for all purposes of the Association, be represented by any one of the persons nominated as their representative in their application for membership.  No member shall nominate more, than two persons at a time.

Each such nominee shall be entitled to exercise all or any of the rights and privileges of membership as regards the attendance and voting at meetings and otherwise generally as effectually as the member represented by him, but the two nominees for the same member or a member and his nominee shall not be entitled to do so simultaneously.  The nomination made in the application may subsequently be altered from time to time by notice in writing to the Secretary provided the aforesaid limit is not exceeded. The nomination will become effective after the Secretary has acknowledged the receipt by him of the writing containing the nomination and after the Managing Committee have approved and accepted the same.

4. REGISTER OF MEMBERS

A Register of Members shall be kept as follows:-
The Secretary of the Association shall keep a Register of all the members of the Association in which shall be entered in separate column the following particulars as regards each member:-

Every member shall notify in writing to the Secretary  any change of address and name of any substituted nominee appointed by the member and sanctioned by he Managing Committee and the alteration shall be immediately entered in the Register by the Secretary

5. RIGHTS AND PRIVILEGES OF MEMBERS

The rights and privileges of every member shall be personal and shall not be transferred by his own act, or by operation of law, except in the case of a limited company or partnership firm, in any of which cases the rights and privileges of the member may be enjoyed by either a Director or such other responsible officer of the limited company as may be duly appointed in writing or by any partner or officer of the partnership firm as may be duly appointed, in writing by the firm.

A member may resign from the Association after giving one month’s notice in writing to the Secretary, and the resignation shall be effective from the date on which the Managing Committee accepts it. The Managing Committee may refuse to accept the resignation of a member on the ground of non-payment of arrears of subscription or any other sum which may be due from him to the Association.

A member shall cease to be a member if:

A member may be suspended or expelled from the Association for any willful breach of its rules by a resolution passed at a meeting of the Managing Committee by a two-third majority after the member concerned has been given a 7-day Notice and an opportunity to defend himself.

Every member shall pay an admission fee of Rs.50/- alongwith the application and subscription of Rs.100 at the beginning of every year respectively.

The name of the member shall be struck off from the register  if he is in arrears for more than two quarters including a month’s Notice duly served on him.

A firm shall not ceased to be member by reason only of change in the constitution of the firm occasioned by admission, retirement or death of a partner provided the business of the firm is continued in the conventional name in which such firms was elected a member.  At the discretion of the Managing Committee any firm, company or corporation shall ceased to be a member upon any change in its status, constitution and/or conventional or corporate name.

Any member who shall act to the detriment of or against the interests of the Association or who shall fail in the observance of or violates any of the articles or the byelaws of the Association or violates any of the rules of business conduct or the convention established by the Association or whose conduct or action in the opinion of the Association or is detrimental to the interest of the public, may after due enquiry be either censured, suspended or excluded from the Association by the Managing Committee for which action the Managing Committee shall not be bound to assign any reason.  The Managing Committee may act on its own motion or on the written charges preferred by a member or members; provided, however, that no member shall be expelled from the Association except by a resolution of a majority of t least three-fourths of the members of the Managing Committee present and voting at a special meeting of the Managing Committee at which not less than the majority of the members of the Managing Committee are present.  Such member shall have thirty clear days’ notice sent to him or them of the meeting of the Managing Committee.  He or they may attend the meeting of the Managing Committee and shall be given an opportunity to defend himself in person or by a member appointed by him.  The case against the member involved shall be presented to the Managing Committee by a member of the Managing Committee or Sub-Committee if any appointed for investigation. The relative part of the proceedings of the meeting shall be recorded in the minutes, but this portion of the minutes shall not be circulated to members. Any member censured, suspended or expelled shall be entitled within twenty one days of receiving the notice of censure, suspension f expulsion to appeal to the Association in writing addressing an appeal to the Secretary of the Association who shall forthwith or as soon as possible after the receipt of such appeal for and call a general meeting of the Association, to deal with such appeal, with or without other matters on the agenda of the meeting, and the Association shall upon such appeal have power to cancel such censure, suspension or expulsion and to re-instate the member by a majority of votes at such meeting, provided that such member shall not in the event of his censure, suspension or expulsion, being cancelled, be entitled to claim any compensation or damages for such censure, suspension or expulsion.

6. MEMBERSHIP AND SUBSCRIPTION

A member whose subscription is in arrears after intimation in writing by the Secretary of the Association for payment thereof shall not be entitled to be present or vote at any meeting of the Association and any member whose subscription or any part thereof shall be six months overdue after the aforesaid notice by the Secretary may, by a resolution of the Managing Committee, be expelled from the membership of the Association and shall forthwith upon such resolution being passed cease to be a member of the Association and forfeit all his interest and privileges of membership, but the arrears shall remain a debt due to and recoverable by the Association.

7. OFFICE BEARERS:

There shall be the following office bearers of the Association namely, a President, a Vice-President, a Treasurer and a Secretary. The office bearers of the Association shall be honorary.

8. MANAGING COMMITTEE:

An ordinary member, not being a retiring member, willing to serve and eligible for election to the Managing Committee, shall not be eligible for election as a member of the Managing Committee at any general meeting unless he has notified the Secretary of his intention to stand for election by a Notice in writing signed by the member proposing to stand and by two other members as his proposer and seconder and addressed to the Secretary and left at the registered office of the Association not less than seven clear days before the day of the Annual General Meeting.

During the tenure of office as President, Vice-President, Treasurer or Secretary or any elected of co-opted member of the Managing Committee or any partner of person representing a firm, company or corporation, as the case may be, shall be eligible for election as a member of the Managing Committee.

The Managing Committee shall take office on election and shall continue to act until a new Managing Committee shall have been duly elected.

If the President, Vice-President, or any elected or co-opted member of the Managing Committee shall remain absent from three consecutive meetings of the Managing Committee of from all meetings of the Managing Committee for a continuous period of three calendar months, whichever is the longer period, without leave of absence from the Managing Committee, or ceases to be a member of the Association, he shall vacate his office but he may be re-elected to the Managing Committee for the unexpired period of the current year of office of the Managing Committee upon his furnishing an explanation to the satisfaction of the Managing Committee.

In case of any vacancy accruing in the Managing Committee by death, resignation or otherwise, the Managing Committee may elect a member from amongst those proposed by the members of the Managing Committee to fill the vacancy, and any member so elected shall be a Managing Committee Member only until the next Annual General Meeting of the Association.

9. POWERS OF THE PRESIDENT:

The President shall preside at all meetings of the Managing Committee, at all General Meetings and over all deputation. He shall preside at the Annual General Meeting and address the members on such subjects as he may deem proper to bring to their notice, but such address shall not be taken to represent he views of the Association or of the Managing Committee unless such representation is expressly indicated.

The President shall also, at any time when he shall deem proper, communicate to the Association or the Managing Committee such matters and shall make suggestions as may, in his opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such other duties as may be incidental to the office of the President.

In the absence of the President, the Vice-President shall have the powers and shall perform he duties of the President.

The Managing Committee shall meet at least once in every three calendar months for the transaction of business.

Subject as aforesaid, the Managing Committee shall meet at such times and at such places as the President or Secretary may from time to time determine and the business thereat shall be conducted in accordance with the byelaws made from time to time by the Managing Committee. At least four days’ Notice of the meeting shall be given to every member of the Managing Committee but an emergency meeting may be called at one day’s Notice by the President or the Secretary, or by any five members of the Managing Committee on their giving a written notice to the Secretary, who shall arrange to call a meeting.

The President and in his absence the Vice-President shall be ex-officio Chairman of the Managing Committee.  But in case the Vice-President is also not present within fifteen minutes of the time notified, the Managing Committee shall elect their own Chairman for the meeting. The Chairman shall have an original, and in case of tie, a casting vote.

10. SECRETARY:

The Secretary shall devote himself to the business and affairs of the Association, but he shall be entitled to carry on his business a Real Estate Agent and other businesses. He shall keep accurate Minutes of all the meetings of the Association and of the Managing Committee. He shall take care of all the furniture and fixtures and of all papers, books and documents belonging to the Association. He shall give notice of all the meetings of the Association and/or of the Managing Committee. He shall duly notify the members of their election, collect all dues from the members of the Association.  He shall prepare the Annual Report of the Association under the guidance of the Managing Committee and generally shall perform all such duties as are incidental to his office.

11. TREASURER:

The Treasurer shall keep all accounts of the funds of the Association and record of the funds connected with or controlled by the Association.

Subject to the sanction of the Managing Committee all out-of-pocket expenses, namely stationery, printing, postage, telegrams, conveyance and other charges shall be spent and paid by the Treasurer. The Association shall keep proper books of accounts.  The books shall be closed on the 31st day of December every years or as fixed by the Managing Committee.

The books of account, cheque books, relevant papers and record shall be kept in the office of the Association or if here is no such office, in the office of the President of the year.

Bank Account:  The Association may by a resolution of the Managing Committee open an account or accounts in any bank or banks in the name of the Association and appoint persons one of whom shall be necessarily be the Treasurer, to sign cheques, documents, deeds and other papers on behalf of the Association.

12. FUNCTIONS OF THE MANAGING COMMITTEE:

The Managing Committee shall conduct the entire business of the Association and shall be entitled to exercise of all the powers of the Association including the power to file and defend suits.

The Managing Committee shall have power to appoint Sub-Committees and to delegate to them or any one of their members all or any of the powers vested in the Managing Committee and from time to time alter, repeal or frame byelaws not inconsistent with these rules or any amendments thereof. The Managing Committee shall have power to nominate any member of the Association to represent the Association in a place where the Association may not have is branch and the member of members so appointed shall be responsible to the Managing Committee directly.

The Managing Committee shall engage such officers and servants as they may consider necessary and shall regulate their duties and fix their salaries or remunerations.

The management of the business and the funds of the Association shall be vested in the Managing Committee who, in addition to all the powers by these articles expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by Association and not hereby or by law expressly directed or required to be exercised or done by the Association in General Meeting. The Managing Committee shall devote every possible care to the management of the affairs of the Association and contribute to the success and the prosperity of the common enterprise.

Decisions of the Managing Committee expressed by resolutions and all the byelaws framed by the Managing Committee shall be binding on all members of the Association.

13. QUORUM:

Until otherwise determined by the Association or the Managing Committee, five members of the Managing Committee personally present shall form a quorum.

It at any time the strength of the Managing Committee is reduced below the requisite quorum, the number of members for the time being on the Committee shall as soon as expedient call an Extra-ordinary General Meeting of the Association to elect a new Managing Committee.

15. MINUTES:

Minutes of the Managing Committee meetings entered in the Minute Book, and singed by the Chairman of the next succeeding meeting at which the same are confirmed, shall be conclusive evidence of all resolutions of the Managing Committee.

16. ANNUAL GENERAL MEETING:

The Annual General Meeting of the Association shall be held once in a year or within 15 months of the date of the last Annual General Meeting.  The first Annual General Meeting of the Association shall be held within 18 months of its formation.

Every Annual General Meeting shall be called for at a time during business hours and on such day (not being a public holiday) as the Managing Committee from time to time determines and it shall be held either at the registered office of the Association or at such other place or places as the Managing Committee may determined. The Notice calling the meeting shall specify it as the Annual General Meeting.

17. EXTRA-ORDINARY GENERAL MEETING:

All General Meetings other than Annual General Meeting shall be called Extra-ordinary General Meetings. The Managing Committee may, whenever it thinks fit, call an Extra-Ordinary General Meeting.

The Managing Committee shall on the requisition made in writing by at least ten per cent of the active members of the Association at the date of the deposit of that requisition, forthwith proceed duly to call an Extra-Ordinary General Meeting of the Association.

The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists and shall be deposited at the registered office of the Association.

If the Managing Committee does not, within twenty one days from the date of deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on day not later than 45 days from the date of the deposit of the requisition, the meeting may be called by the requisitionists themselves, or by such of the requisitionists as represent ten per cent of the ordinary members of the Association.

The requisitionists shall entitled to be reimbursed from the funds of the Association any reasonable expenses incurred by them in connection with the calling and holding of the said meeting.

18. NOTICE OF MEETING:

A General Meeting of the Association may be called by giving not less than twenty one days’ notice in writing.

However, a General Meeting may be called after giving a shorter notice than twenty one days if the consent is accorded thereto by all the members entitled to vote thereat.

Every notice of a meeting of the Association shall specify the place, the date and hour of the meeting and shall contain a statement of the business to be transacted thereat.

No General Meeting, Annual or Extra-Ordinary General Meeting shall be competent to enter upon, discuss or transact any business which has not been specifically mentioned in the notice or notices upon which it is convened.

19. VOTING AT MEETINGS:

Unless otherwise provided in these rules, at any General Meeting or at any meeting of the Managing Committee, every question shall be decided in the first instance by a show of hands and each member resent shall be entitled to one vote.  The Chairman or any three members eligible to vote (two members in the case of meetings of Managing Committee) may demand a poll before or after any question is decided by a show of hands and such poll shall be taken forthwith if those present unanimously so decide, but, in any other case, at such later times and at such place and in such manner as he Chairman may decide, provided that a poll demanded on the election of the Chairman of the meeting shall be taken forthwith. The result of the poll shall be deemed to be the resolution of the meeting at which he poll was demanded.  In the event of a poll, each member shall have one vote only. NO MEMBER SHALL BE ALLOWED TO VOTE BY PROXY.

The Chairman of the meeting shall have a casting vote in case of a tie either on a show of hands or on a poll.

Any one representative of each member whose name is previously registered with the Association shall be entitled to vote. No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Association have been paid.

20. INDEMNITY AND RESPONSIBILITY:

Every member of the Managing Committee or Sub-Committee, Officers and employees of the Association shall be indemnified by the Association against and it shall be the duty of the Managing Committee out of the funds of the Association to pay or reimburse all costs, losses and expenses (including conveyance expenses) which any such member of the Managing Committee, Sub-Committee, Officer or employee of the Association may incur or become liable to by reason of any contract entered into or act or deed done by him in the discharge of his duties as such member of the Managing Committee, Sub-Committee, Officer or employee of the Association.

No member of the Managing Committee or Sub-Committee, Officer or employee of the Association would be liable for the acts, receipts , neglects or defaults of any other member of such Managing Committee or Sub-Committee, Officer of employee or for joining in any receipt or other act for conformity, or for any loss or expenses happening to the Association through insufficiency of title or property acquired by order of the Managing Committee or by any act whatsoever done for or on behalf of the Association.

The members of the Association are exonerated from any personal liability as to any commitment or commitments entered into by the Association.

21. ALTERATIONS OF RULES:

No rule of the Association shall be altered or repealed, and no new rule shall be added to the same, unless a proposal to alter, repeal or add to any such rule or rules is passed by the majority of not less than three-fourths of the members of the Association who vote personally at the General Meeting of the Association of which twenty one clear days’ notice shall have to be given before the date of the meeting giving full particulars of the proposed alterations, repeals or additions. Such alterations, repeals or additions shall come into force on and from the date of the General Meeting accepting the same or from which such other date as the General Meeting may decide.

The Association may be dissolved by a resolution passed with a three-fourth majority of the members present at a General Meeting of the Association of which at least twenty one clear days’ notice shall have been given to all members of the intention to move a resolution for dissolutions.  Such General Meeting shall also decide the matter in which the assets and funds of the Association shall be disposed of and the manner in which any liabilities of the Association shall be met.

22. INTERPRETATION:

The Managing Committee’s interpretation of these rules and byelaws formed thereunder shall be final and binding of all members.

23. DISSOLUTION:

Then provisions of Sections 13 and 14 of the Indian Societies Act, 1960 will apply.