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BY-LAWS OF

SOCIETY OF MECHANICAL ENGINEERS OF PAKISTAN ("SMEP")


The name of the Society is SOCIETY OF MECHANICAL ENGINEERS OF PAKISTAN ("SMEP"). The
Registered office of the Society will be situated in Islamabad Capital Territory.
1. INTERPRETATION
In these By-Laws, unless the context or the subject matter otherwise requires:
a. "Society", or "this Society" or "SMEP" means SOCIETY OF MECHANICAL ENGINEERS OF
PAKISTAN;
b. "Board" means the Board of Directors of SMEP;
c. General Body means a body formed to govern the general routine matters of SMEP
d. "Director" or "Directors" means the Director and Alternate Director for the time being of SMEP, or,
as the case may be, the Director and Alternate Director appointed at a Board meeting;
e. "Member" means a member of SMEP as defined by articles 4 to 11 herein;
f. "Office" means the Registered Office for the time being of SMEP;
g. "Ordinance" means the Companies Ordinance 1984";
h. "Persons" includes corporations as well as individuals;
i. "Register" means the Register of Members to be kept pursuant to the Ordinance; and
j. "Seal", in relation to SMEP, means the common seal of the Society.
Unless the context otherwise requires, words or expressions contained in these By-Laws shall have the same
meaning as in the Ordinance.
2. NON PROFIT ORGANISATION
SMEP shall be operated as a non-profit organization formed under section 42 of the Companies Ordinance
1984.
3. TYPES OF MEMBERSHIP
There will be five categories of SMEP Membership:

a. HONORARY MEMBER.
A person may be awarded honorary membership of SMEP for eminent distinguished engineering
achievement and whom the Board selects for this purpose.
b. FELLOW MEMBER.
A member may be awarded a Fellow Membership of SMEP who has achieved significant engineering
achievements, and shall have had either:

not less than ten years of active practice and ten years of continuous membership in SMEP;
or

not less than 20 years of active practice, and five years of continuous membership in SMEP.

c. MEMBER.
SMEP Membership shall be open to all the mechanical engineers, who have graduated with a bona
fide degree or diploma in engineering, and registered with the Pakistan Engineering Council as a
mechanical engineer.
d. ASSOCIATE MEMBER.
A person may be awarded Associate Membership in SMEP, who is involved, either professionally or
personally, with the engineering profession.
e. STUDENT MEMBER.
A student enrolled at an undergraduate or graduate level that is using engineering or engineering
technology curriculum that is approved by the Pakistan Engineering Council.
4. MEMBERSHIP FEE
a. The annual membership fee for a member shall be Rs 1,000.
b. Life membership fee shall be Rs.10,000/- payable once for all.
c. Every Member shall pay the membership contribution for its membership for each year in advance.
d. Subject to final approval of the Board, a Member shall cease to be a member of SMEP if it fails to
pay its dues within three months of proper notice from the Secretary in this regard.
e. The membership and life membership fee will be revised from time to time in the members meetings.
5. PROCEDURE TO BECOME MEMBER
a. The applications for membership shall be in such form and manners as may from time to time be

prescribed by the Board.


b. It shall be entirely at the discretion of the Board whether any applicant shall or shall not be admitted
to membership of SMEP. If the decision of the Board is to refuse membership, the applicant will be
given full written details of the reasons for this decision. If the applicant believes that the reasons for
refusal of membership are unfair or incorrect, it may appeal against this decision and the Board at its
next meeting will review this appeal. The applicant will be given the opportunity to present its case in
person at this meeting, if required.
c. Membership of SMEP shall not be transferable.
6. TERMINATION OF MEMBERSHIP
a. By a member giving to SMEP not less than one month notice in writing, if any member indulges in
conduct which the Board shall regard as prejudicial to the welfare, purposes, character or reputation
of SMEP or for conduct amounting to a breach of the Memorandum or the Rules & Regulations or
the Byelaws or any other rules or regulations of SMEP, or if a member shall fail to pay the
subscription due to SMEP for a period of four months after the same has become due and the Board
resolves upon the termination of the membership of such member, the Board shall have power (by
resolution passed at a meeting of the Board by a majority of the members for the time being of the
Board) to exclude or suspend such member from membership of the SMEP.
b. Any such member whose exclusion or suspension is to be considered by the Board shall be informed
of any complaint in regard to its conduct by not less than ten days notice in writing and shall be given
full opportunity at its option of stating its case either in writing or by personal attendance at the
meeting of the Board convened for the purpose.
c. Any such member whose exclusion or suspension has been decided by the Board shall be notified in
writing of the decision as soon as practicable and the decision shall be final and binding on the
members provided however, that any such decision may at any time be revoked or modified by a like
vote of the board upon such terms and conditions as it may think fit.
d. Termination of membership shall not release a member from liability for any annual subscription or
other monies which may be due to SMEP under these presents at the time of such termination and for
any sums which may thereafter become payable under the Memorandum of Association.

7. MEETINGS AND PROCEEDINGS


a. Annual General Meeting:
A general meeting, of the members to be called Annual General Meeting (AGM), shall be held, in
accordance with the provisions of the Act, within eighteen months from the date of incorporation of
SMEP; and thereafter once at least in every year within a period of six months following the close of
its financial year and not more than fifteen Months after the holding of its last preceding annual
general meeting as may be determined by the Board.

b. Other Meetings:
All general meetings of SMEP other than the Annual General Meeting (AGM) shall be called
Extraordinary General Meetings (EGM). The Members, whenever they think fit, may call an
extraordinary general meeting; these meetings shall also be called on such requisition as is prescribed
by SMEP from time to time.
c. Notice of Meetings:
Twenty-one (21) days' notice at the least (exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day
and the hour of meeting and, in case of special business, the general nature of that business, shall be
given for the general meeting, to such person as are, under the regulations of SMEP, entitled to
receive such notices from SMEP. However the accidental omission to give notice to, or the nonreceipt of notice by, any member shall not invalidate the proceedings at any general meeting.
d. Quorum:
No business shall be transacted at any general meeting unless a quorum of Members is present at that
time when the meeting proceeds to business. Twenty five percent (25%) of the total membership
amongst the Members shall constitute a quorum.
e. Effect of Quorum Not Being Present:
If quorum is not present within half an hour from the time appointed for the meeting, the meeting, if
called upon the requisition of Members, shall be dissolved; in any other case, it shall stand adjourned
to the same day to meet after one hour; and, if at the adjourned meeting a quorum is not present
within half an hour from the time appointed for the meeting, the members present, shall constitute a
quorum.
f. Presiding Officer of Meeting:
The President of SMEP shall preside at every general meeting of SMEP. If at any meeting he is not
present within fifteen minutes after the time appointed for the meeting, or is unwilling to preside over
the meeting, any one of the Members present may be elected to preside over the meeting.
g. Voting Rights:
Every member in good order and duly registered (other than honorary members, associate members
and students members) who has paid his membership and other dues, if any, which shall be due and
payable to SMEP in respect of membership shall be entitled to cast in vote.
h. Voting:
At any general meeting a resolution put to the vote of the 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.
Unless a poll is so demanded, a declaration by the Presiding Officer that a resolution has, on a show
of hands, been carried, or carried unanimously, or by a particular majority, or lost; and an entry to
that effect in the proceedings book of SMEP shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes recorded in favor of, or against, that resolution.
i. Demand for Poll:
A poll may be demanded. If a poll is duly demanded, its result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. A poll demanded on the election of
President, Vice President, Secretary, Finance Secretary, or Media Secretary, or on a question of

adjournment shall be taken at once.


j. Right to Vote
On a poll, every Member shall be entitled to give one vote.
k. Proxy:
If a member is unable to attend meeting personally, he may appoint any other member his Proxy to
cast his vote. The instrument appointing a proxy and the power of attorney or other authority to cast
vote on behalf of any Member, in order to be effective, must be received at the registered office of the
Society not less than 48 hours before the time for holding the meeting and must be duly signed,
stamped and witnessed.
l. Casting Vote:
In the case of an equality of votes, whether on a show of hands or on a poll, the person presiding at
the meeting at which the show of hands takes place, or at which the poll is demanded, shall have and
exercise a second or casting vote.
m. Right to Vote:
On a show of hands every Member present in person shall have one vote except for election of Board
Members.
8. ELECTIONS
a. The first directors of the SMEP will be all signatories of the Memorandum of Associations. The first
directors will hold their office until the holding of First AGM with the provision of the Companies
Ordinance, 1984 unless any one of them resigns earlier or become disqualified or otherwise ceases to
hold office.
b. The Election of the Board of Directors, the President, the Vice President, the Secretary, the Finance
Secretary, and the Media Secretary will be held after every two years.
c. All members who have right to cast vote shall be eligible for re-election but no person shall be
eligible to contest election for the same office for more than two consecutive terms.
d. Notwithstanding anything contained in these Rules and Regulations, all the members who are eligible
to vote shall conduct the elections of the Board of Directors, the President, the Vice President, the
Secretary, the Finance Secretary, and the Media Secretary. The members, entitled to vote, and shall be
entitled to vote through postal ballot which shall be sent to all the Members in good order by a
reliable courier company at least 21 days in advance of the Election Day, and which shall be
returned to the Secretariat not later than 24 hours before the announced Election Day. All postal
ballots received after the stipulated time shall be ineligible to be counted regardless of the reason of
the delay, whether caused by Force Majors or otherwise.
9. THE BOARD OF DIRECTORS
a. Board: The Board shall be the supreme body for policymaking, and shall lay down procedures for
carrying out its functions.

b. Number of Board Members The number of Board Members shall not be less than seven. The exact
number of the Board members shall be determined, from time to time, by the members at a General
Meeting within the above perimeters. The total membership of the Board shall include the President,
the Vice President, the Secretary, the Finance Secretary and the Media Secretary as members. The
Director of SMEP shall be the ex-officio member of the Board.
c. Eligibility
No person shall be eligible to serve on the Board unless he is a member of the SMEP who is entitled
to vote.
d. Alternate Board Members
A Board Member may, with the approval of the Board, appoint and Alternate Board Member to act
for him or her during his or her absence for a period of not less than one month from Pakistan. Such
appointment shall have effect and such appointee while he or she holds office as Alternate Board
Member shall be entitled to notice of meetings and vacate office, if and, when the appointer returns to
Pakistan, or vacates office as Board Member, or removes the appointee from office, and any
appointment and removal under these Rules & Regulations shall be effected by notice in writing
under the hand of the Board Member making the same. The assignment of office by Board Members
other than the above shall be subject to approval by a special resolution of SMEP.
e. Disqualification of Board Members
A person shall cease to hold office in the Board:
if removed by resolution of Members as hereinafter provided; or
if by notice in writing given to SMEP he or she resigns his or her office.
f. Filling of Casual Vacancy
Any casual vacancy occurring on the Board may be filled up by the Board Members, but the person
so
chosen shall be subject to retirement at the same time as if he or she had become a Board
Member on
the day on which the Board Member in whose place he or she is chosen was last
elected as Board
Members.
g. Removal
SMEP may by resolution in general meeting remove any Board Member.
h. Remuneration:
If any Board Member, being willing, shall be called upon to perform extra services or to make any
special exertions in going or temporarily residing out of Pakistan or otherwise for any of the purposes of
SMEP, SMEP shall remunerate such Board Member all expenses as may be approved by the Board.
i. Vacancy:
The Board Members may act notwithstanding any vacancy in their body, but if the number falls
below
seven, the Board Members shall not, except for the purpose of filling vacancies, act so long
as the
number remains below seven.
j. Meetings of Board Members:

The President shall preside at all meetings of the Board but, if at any meeting the President is
not present within ten minutes after the time appointed for holding the same or is unwilling to
preside at
the meeting, the Vice President shall do the same. In the event of even the Vice
President's absence or
unwillingness, the Board Members present may choose one of their
member to chair the meeting.

The Board Members may meet together for the dispatch of business, adjourn and otherwise
regulate their meetings, as they think fit. The Board shall, however, meet at least once in
every quarter. Such number of Board Members as constitute sixty percent (60%) majority of
the Board Members shall constitute a quorum. Questions arising at any meeting shall be
decided by a majority of votes. In case of an equality of votes, the President or whosoever is
chairing the meeting shall have and exercise a second or casting vote. A Board Member may,
and the Secretary on the requisition of a Board Member shall, at any time, summon a meeting
of Board Members. Three (3) days notice at the least (exclusive of the day on which the
notice is served or deemed to be given) shall be given for a meeting of Board Members,
provided that, if all the Board Members entitled to attend and vote at any such meeting so
agree, in writing, a meeting may be held of which less than three (3) days notice has been
given. It shall not be necessary to give notice of a meeting of Board Members to any Board
Member for the time being absent from Pakistan.

Resolution in Writing: A resolution-in-writing circulated to all the Members or the Board


Members and signed by a majority of the total number of Members or Board Members, as the
case may be, or affirmed by them through tele fax shall be as valid and effectual as if it had
been passed at a General Meeting or a meeting of the Board Members duly convened and
held.

10. POWERS OF BOARD MEMBERS


The Board Members shall have the following powers:
a. To do and perform any and all acts in the name and on behalf of SMEP that may be necessary
or appropriate in connection with the conduct of SMEP's business within and without the
country of Pakistan including, but not limited to, the authority to represent and commit
SMEP in its business activities with any and all authority to execute in the name and on
behalf of SMEP any and all agreements, documents and other instruments relating to the
business of SMEP.
b. To establish the level of annual membership contributions of each Member and new
members; and generally settle financial commitments of Members.
c. To provide sufficient working staff as may be needed at terms approved by it for efficient
working of the Secretariat.
d. To delegate in writing specific portions of its authorities to any person or persons
whomsoever and to revoke or rescind at any time any such delegation of authority.
e. To take on lease, purchase or otherwise acquire for SMEP any property, rights or privileges

which SMEP is authorized to acquire at such price and generally on such terms and
conditions as they think fit.
f. To appoint any person or persons to hold in trust for SMEP any property, belonging to
SMEP or in which it is interested or for any other purposes, and execute and do all such
instruments and things as may be requisite in relation to any such trust.
g. To sell, let, exchange or otherwise dispose off absolutely or conditionally all or any part of
the property, and undertaking of SMEP upon such terms and conditions and for such
consideration as they may think fit.
h. To hire, terminate and dismiss the officers, and other persons employed by SMEP, and to fix
and pay their remuneration.
i. To appoint any person or persons to be the attorneys of SMEP for such purposes and with
powers, authorities and discretions, not exceeding those vested in or exercisable by the
Board Members, and subject to such conditions, as the Board Members may from time to
time think fit.
j. To enter into, carry out, rescind or vary all financial arrangements with any banks, persons or
corporations for or in connection with SMEP's business or affairs and pursuant to or in
connection with such arrangements to deposit, pledge or hypothecate any property of SMEP
or the documents representing or relating to the same.
k. To make and give receipts, releases and other discharges for moneys payable to SMEP and
for the claims and demands of SMEP.
l. To institute, prosecute, defend, compromise, or withdraw any legal proceedings by or against
SMEP or its employees or otherwise concerning the affairs of SMEP.
m. To invest any of the moneys of SMEP not immediately required for the purposes thereof
upon such securities or investments and in such manner as they may think fit and from time
to time to vary or realize such securities and investments.
n. To enter into such negotiations and contracts and rescind or vary all such contracts and
execute and do all such acts, and things in the name and on behalf of SMEP as they may
consider expedient for or in relation to any of the matters aforesaid or otherwise for the
purposes of SMEP.
o. To open accounts with any bank or bankers or with any Company, firm or individual and to
pay money into and draw money from any such account from time to time as the Board
Members may think fit.
11. THE PRESIDENT
The President shall be the Chief Executive of SMEP, and shall be its chief spokesperson. He or she shall
preside over all General Meetings as well as of the Board. In the event of equality of votes in any meeting,

the President shall have a casting vote. The ruling of the President on all matters concerning the
interpretation of these Rules & Regulations, or other bye-laws, decisions and resolutions of SMEP shall be
final and binding. The President shall enjoy such powers and discharge such functions as are specified herein
or as the Board may confer upon him or her from time to time.

12. VICE PRESIDENT


In the absence of the President from Pakistan for more than one month or if for any reason the President is
prevented from discharging his or her duties, the Vice-President shall be the Acting President. The Acting
President shall exercise all the powers and enjoy all the privileges and discharge all obligations of the
President during his or her absence. The Vice-President may enjoy such powers and discharge such functions
as the Board may specify from time to time.
13. SECRETARY
a) The administrative powers of the Secretary shall be as may be vested in him or her by the Board or
Specified herein.
b) The Secretary, subject to the general control and supervision of the Board, shall perform such
functions as may be assigned to him or her by the Board.
c) When being temporarily prevented from attending the business of SMEP, the Secretary shall give
timely notice to the President, who shall make such interim arrangement, as he or she may consider
necessary in the circumstances.
d) The Secretary in appropriate Minutes Books kept by him or her shall enter minutes of all proceedings
of the General Body, the Board and all sub-committees of SMEP regularly. Any such minutes of any
proceedings so entered, if purporting to be signed by the President of the meeting concerned, or by
the chair of the succeeding meeting of the General Body, the Board or sub-committees, as the case
may
be, shall be receivable as prima facie evidence of the matter stated in such minutes. All
Minutes Books shall be open for inspection to any member of the SMEP at any reasonable time at
the office of SMEP.
e) The Secretary shall also issue notices for purposes of running SMEP in accordance with law, and
these Rules & Regulations.
f) The Secretary shall be the custodian of SMEP's records and all documents.
14.

FINANCE SECRETARY

The Finance Secretary shall prepare, maintain and keep books of accounts and look after and administer
such financial matters and exercise such financial powers as the Board may confer upon him or her from time
to time subject to such conditions as the Board may specify in this regard.
15.

MEDIA SECRETARY

The Media Secretary shall handle all the media related affairs, whether electronic, print or otherwise, of
SMEP. He or she shall look after and administer such media-related matters and exercise such powers as the
Board may confer upon him or her from time to time subject to such conditions as the Board may specify in
this regard.
16.

GENERAL MANAGER (GM)


a)

SMEP shall have a full time paid GM to be appointed by the Board from amongst competent
professional persons with terms and conditions prescribed by it. The Board Members may from time
to time entrust to and confer upon the GM for the time being such of the powers exercisable by the
Board Members as they may think fit; and may confer these powers for such time, and to exercise
for such objects and purposes, and upon such terms and conditions, and with such restrictions, as
they think expedient. These powers may be conferred either collaterally with all or any of the
powers of the Board Members in that behalf, and may from time to time revoke, withdraw, alter or
vary all or any of such powers.

b) The GM with the prior approval of the Board shall appoint all staff as are considered necessary for
the running of the business of SMEP on terms and conditions approved by the Board.
17.

SECRETARIAT
a)

General Managers Authority: The GM shall be the chief executive of the Secretariat and he or she
shall exercise such powers as delegated from time to time by the Board. He or she shall liaise
between the Members and the Federal and Provincial Governments. He or she shall be responsible
for the smooth working of SMEP; and shall exercise such command on the staff of SMEP as
deemed appropriate and necessary.

b) Communication with Governments: Representations to the Federal and Provincial Government may
be through the President, GM, or by the Board itself.
c)

18.

General Managers Financial Authorization: The GM shall administer the finances of SMEP after
approval of the budget by the Members at a General Meeting; and shall have the authority in this
regard to operate within the individually sanctioned authorizations without further reference to the
Board.
LOCAL CHAPTERS

a) At least 100 members shall be required to start a local chapter of SMEP with the approval of the
Board. The Board shall encourage the formation of such chapters and provide all possible assistance
in their smooth functioning.
b) The local chapters shall have their own local Board with powers, obligation, and duties similar to
those of the Board. The local chapter shall not undertake any activity in contravention of the
objectives of SMEP. In the event of any dispute in a local chapter, the decision of the Board shall
be final.

19. THE SEAL


The Board Members shall provide for a common seal of SMEP which shall not be affixed to any instrument
by
any person unless authorized in that behalf by the Board Members.
20. ACCOUNTS
a)

Books of Account: The Board Members through the Secretary shall cause to be kept proper books
of account.

b) Place where Accounts Kept: The books of account shall be kept at the Office or at such other place
as the Board Members shall think fit and shall be open to inspection by the Board Members during
business hours.
c)

Inspection by Members: The Board Members shall from time to time determine whether and to
what extent and at what time and places and under what conditions or requisitions the accounts and
books or papers of SMEP or any of them shall be open to the inspection of Members not being
Board Members. No member (not being a Board Member) shall have any right of inspection any
account and book or papers of SMEP except as conferred by law or authorized by the Board
Members or by SMEP in general meeting.

d) Balance Sheet and Income & Expenditure Account: A balance-sheet, income and expenditure
account, and other reports referred to in the preceding Articles shall be made out in every year and
laid before SMEP in the annual general meeting made up to a date not more than six months before
such meeting. The balance sheet and income and expenditure account shall be accompanied by a
report of the auditors of SMEP and the report of Board Members.
e)

Copy of Accounts to be Sent to Members: A copy of the balance sheet and income and expenditure
account and reports of Board Members and auditors shall, at least twenty-one days preceding the
meeting, be sent to the persons entitled to receive notices of general meetings in the manner in
which notices are to be given as hereinafter provided.

f) Audit: Auditors shall be appointed at the Annual General Meeting and their duties regulated in
accordance with the provisions of the Act.
21. INDEMNITY
No Board Member or other officer of SMEP shall be liable for the acts, neglect or default of any other Board
Member or officer or through the deficiency of title to any property acquired by order of the Board Members
for or on behalf of SMEP or for any loss or damage arising from the bankruptcy, insolvency or tortuous act
of any person which shall happen in the execution of the duties of his office or in relation thereto unless the
same happens through his dishonesty.
22. ARBITRATION
Whenever any difference arises between SMEP on the one hand, and any of the Members, or their assignees,

on the other hand, relating to any provision of the Memorandum of Association or the Rules & Regulations
of SMEP, or to any statute affecting SMEP, or to any of the affairs of SMEP, then every such difference
shall, as a condition precedent to any other action at law, be referred, in conformity with the Arbitration Act
1940, or any statutory modification thereof and any rules made there under, to the decision of two
arbitrators, of whom one shall be appointed by each of the parties in difference, or in the event of the two
arbitrators not agreeing, then of an umpire to be appointed by the two arbitrators in writing before
proceeding on the reference.
23. AMENDMENTS
The Memorandum of Association and these Rules & Regulations may be amended in the members meetings
(AGM or EGM) by votes of not less than two third of the members of SMEP present at a special meeting
convened by the Board for the purpose. The votes may be cast in by personally or through a proxy. The
proposal to be submitted to the members in the members meeting must be delivered or sent by post to
Board of Directors. The Board by a majority of not less than two third of the total membership of the Board
may decide to submit such a proposal to the members meeting. Such proposed amendments shall be
communicated by the Secretariat to all the members and, if approved by the Board, shall be communicated
to all the members in the manner described above in this article.
24. WINDING UP
If the SMEP is wound up whether voluntarily or otherwise, the liquidator may, with the sanction of special
resolution, divide amongst the contributories in specie any part of the assets and liabilities of the Company,
subject to section 421 and other provisions of the companies Ordinance, 1984 as may be applicable.