FSF India Memorandum

MEMORANDUM OF ASSOCIATION OF FREE SOFTWARE FOUNDATION OF INDIA

  1. The name of the company is “FREE SOFTWARE FOUNDATION OF INDIA”.
  2. The Registered Office of the Company will be situated in the State of Kerala.
    1. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:
      1. To promote the development of globally-useful free software, in India and elsewhere.
      2. To promote awareness about free software among the general public and specifically among programmers and students.
      3. To increase access to free software by users including poor and needy or economically backward people in India.
      4. To promote the development of local solutions to local problems by empowering local programmers in the use of free platforms, tools and technologies.
    2. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE ABOVE MAIN OBJECTS ARE :-
      1. To assist setting up Software self help group and promoting group centered activities.
      2. To give training on appropriate skills and enterprise management in connection with software developments.
      3. To give training to software professionals with regard to optimum and safe use of production inputs ensuring safety of software professionals and also end consumers.
      4. To assist software professionals in high-tech technology of software developments.
      5. To do research and development in Software and to develop and sustain higher programmers.
      6. To provide assistance to the Software Professionals for marketing their products both within and outside the country and also to provide all marketing information.
      7. To set up marketing/storing facilities for Software Programme.
      8. To undertake market studies anywhere in India and abroad on regular as well as adhoc basis.
      9. To provide all assistance to the software professional and other agencies for obtaining credit and working capital requirements directly or indirectly from Banks/Financial Institutions.
      10. To provide support to free software by way of documentation, expert held or any other means.
      11. To provide services such as adjudication and conflict redressal within the free software domain.
      12. To assist in providing the software professionals social security scheme in case of death, permanent incapacItalian and
        accidents.
      13. To give opportunities to young professionals in the field of Software Development to acquire first hand field experience.
      14. To engage Experts/Consultants in Information Technology to propagate and educate software programmers on modern and hitech software development methods suitable to their territory.
      15. To appoint agents or managers and constitute branches or agencies of the Company and to conduct the objects of the Company through such agencies or branches within or outside India.
      16. To conduct propaganda regularly and continuously so as to bring to the notice of the Software Professionals and the public the advantages of Free software.
      17. To propagate information useful to the Software Professionals by lectures, discussions, books, correspondence or otherwise.
      18. To lay down or maintain liaison with any agency which has been setup for laying down the standards of Software Programmes
      19. To communicate with Chambers of Commerce and other mercantile and Public Bodies throughout India and abroad
        and concert and promote measures for the promotion and
        advancement of export of Software.
      20. To represent to Government, Local Authorities and Public Bodies on
        1. the policies and other measures,including direct and indirect taxation, adopted by them in relation to their effect on software market.
        2. the steps to be taken by them to prevent any contravention or undue unfair advantage by any of the Software Professionals concerned where such contravention would affect the produce/price of Software Programmes
      21. To prepare, edit, print, publish, issue, acquire and circulate books, papers, periodicals, Gazettes, circulars audio and video mediums and other literature relating to or bearing upon industry, trade or commerce relating to Software.
      22. To construct, acquire, purchase or take on lease lands, buildings or other immovable or movable property which the-company may from time to time dee’m necessary to acquire, purchase or take on lease.
      23. To sell, improve, manage, develop, exchange, loan, sublet, mortgage, dispose of,turn to account or otherwise deal with all or any part of the property of the Company without entering into real estate business.
      24. To enter into contracts in connection with the objectives of the Company -
        1. to draw, make, accept, endorse, discount, and execute negotiable instruments;
        2. to invest the surplus money not immediately required of the Company in any Bank approved by the Board of Directors
      25. To subscribe for, become a member of and co-operate with any other Association whether incorporated or not, whose objects are, altogether or in part, similar to those contained in this Memorandum and to obtain from and communicate to any such Association such information as may likely to fulfill the objects of this Company.
      26. To do all such other lawful acts as may be conducive for the overall development of software or incidental to the attainment of the above objects or any of them. Provided that the Company shall not support with its funds or endeavour to impose on or procure to he observed by its members or others any regulation or restriction which, if an object of the Company would make it a Trade Union.
      27. To avail of loans, borrowings and financial facilities from Banks, Financial Institutions, Companies or Corporations and to furnish security by way of mortgage, charge etc. of the Company’s properties and assets.
      28. To manage the Company with an institutional framework with independent and autonomous authority, responsibility and flexibility for dynamic operation to achieve the following:-
        1. Competent people from within the country as well as expatriate Indians abroad and others are encouraged and attracted to participate in the activities of the Company.
        2. Mobility of Staff from other organisations including the various Government Departments State/Central Public Sector Undertakings and Autonomous Organisations and Societies to the Company and back is made possible.
        3. Special procedures are established to facilitate and functioning of the Company and various activities including matters relating to recruitment, personnel, finance, administration, purchase and travel.
    3. OTHER OBJECTS
  3. The objects of the Company extend to the whole of India.
    1. The income and property of the Company, whensoever derived, shall be applied solely for promotion of its objects as set forth in this Memorandum.
    2. No portion of the income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time are, or have been Members of the Company or to any one or more of them or to any person claiming through any one or more of them.
    3. Except, with the previous approval of the Central Government,, no remuneration or other benefit in money or moneys worth shall be given by the Company to any of its Members, whether officers or employees of the Company or not, except payment of out of pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the Company.
    4. Nothing in this clause shall prevent the payment by the Company in good faith of reasonable remuneration to any of its officers or employees or to any other person in return for any services actually rendered to the Company,
  4. Any change, alteration or-modification shall be made Memorandum and Articles only after compliance of the provisions of the Companies Art, 1956
  5. The liability of the Members is limited
  6. The authorised Share Capital of the Company is Rs 1,00,00,000/– (Rupees One Crore Only) divided into 10,00,000/– (Ten Lakhs) Equity Shares of Rs.l0/– (Rupees Ten only) each.
  7. True Accounts shall be kept of all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force, the Accounts shall be open to the inspection of the Members. Once at least in every year, the Accounts of the Company shall be examined and the correctness of the Balance Sheet and the Income and Expenditure Account ascertained by one or-more properly qualified Audi tar or Auditors.
  8. If upon a winding-up or dissolution at the Company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the Members of the Company but shall be given or transferred to such other Company having objects
    similar to the objects of this Company., to be determined hy the Members of the Company at or before the time of dissolution or in default thereof by the High Court of Judicature that has or” may acquire jurisdictjon in the matter.