PRELIMINARY
1. In these Articles, unless there be something in the subject or context inconsistent therewith:
“Memorandum of Association” means the Memorandum of Association to which these Articles are annexed.
“The Trust” means THE EAST LONDON MOSQUE TRUST LIIMITED.
“Regulations of the Trust” means the Memorandum and Articles of Association and the other Regulations (if any) including by-laws for the management of the Trust for the time being.
“Member” means Member of the Trust.
“Council” means the members for the time being of the Council herein constituted.
“Secretary” and “Auditor” means respectively those officers for the time being of the Trust.
“General Meeting” means General Meeting, whether Ordinary or Extraordinary, of the Trust held in accordance with the Regulations of the Trust.
“Extraordinary Resolution” and “Special Resolution” mean an Extraordinary or a Special Resolution of the Trust (as the case may be) as defined by Section 141 of the Companies Act 1948, or any subsisting statutory modification thereof.
“The Register” means the Register of Members to be kept pursuant to section 110 of the Companies Act 1948.
“Office of the Trust” means the Registered Office for the time being of the Trust.
“The Statutes” means the Companies Act 1948, and the other Statutes (if any) to which the Trust shall for the time being be subject.
“In writing” means written or printed, or partly written and partly printed.
“Person” includes a firm and also a corporation as well as an individual.
The singular includes the plural, and the masculine the feminine, and vice versa.
“Month” means calendar month.
“By-law” means any By-law of the Trust made under the Regulations of the Trust for the time being in force.
MEMBERSHIP
2. For the purpose of registration the number of Members of the Trust is declared to be fifty, but the Council may at any time register an increase of membership.
3. The Subscribers to the Memorandum of Association and the first Members of the Council (so far as they shall not be such subscribers or first Members of the Council) His Excellency Abdel Fattah Amr Pasha,Footnote 1 His Excellency Habib Ibrahim Rahimtoola, His Excellency Sheikh Hafez Wahba, Mr Allah Dad Khan, Mr Naqibullah Khan, Mr Suleman Mohamed Jetha, Sir Sultan Mohammed Shah Aga Khan, Sir Torick Ameer Ali, Mr Hatim Attari, Mr Syed Fazl Shah, Mr Ghulam Mohammed and Mr Imdad Ali Imam Ali Kazi, shall be the first members of the Trust. The foregoing persons and all the members of the Council from time to time, and such other persons as shall be admitted to membership in accordance with these Articles, and none other, shall be members of the Trust and entered in the Register accordingly.
4. Membership of the Trust shall be confined to persons of the Moslem faith who are interested in and willing to contribute to or actively to further the objects of the Trust, as set forth in the Memorandum of Association, and who accordingly shall (subject to the provisions of Article 3) be admitted to membership by the Council as hereinafter provided: Provided always that the Council may from time to time determine to make eligible for membership on such terms as may be determined by the Council any other person who in the opinion of the Council shall have rendered or be capable of rendering special service to the Trust.
5. No person other than the first members of the Trust and members of the Council shall be eligible for membership of the Trust unless such person shall be eligible for membership in accordance with Article 4 and shall have completed an application in such form as may from time to time be prescribed by the Council together with any form of certificate or declaration which the Council may prescribe and shall have satisfied the Council as to the correctness of the particulars furnished therein, and shall be proposed and seconded respectively in writing by two members of the Trust, who shall certify that such person is qualified and is in their opinion a fit and proper person to be a member of the Trust, or shall be admitted by the Council without application as a person coming within the provisions of the proviso to Article 4.
6. All members other than the first members of the Trust and members of the Council shall be elected by the Council. Such election shall be by a majority of votes and, in the case of an equality of votes, the Chairman of the Council shall have a casting vote, but the Council may without assigning any reason and in the exercise of its discretion refuse to elect any applicant for membership.
7. (A) Unless and until otherwise determined by the Council, no entrance fee or annual subscription shall be payable by members, but the Council shall be empowered at any time and from time to time determine the entrance fees and/or subscriptions shall be payable, and to fix the amount or rate of such entrance fee or subscription (as the case may be) and to suspend, waive or vary the same as it may at any time and from time to time consider desirable.
(B) All entrance fees and subscriptions (if any) received by the Trust shall (subject to the right of the Council to apply the same or any part thereof towards the expenses of the Trust) be applied for or towards such one or more of the objects of the Trust as the Council shall at any time and from time to time determine.
8. In the event that subscription shall at any time be payable then all such subscriptions shall be payable in advance on the 1st January in each year, but every member shall forward the amount of his first subscription with his application for membership, or in the case of any member elected as eligible in accordance with the provisions contained in Article 4 hereof, in respect of whom no application shall be required, on notification to him of his election. Such subscription shall be returned by the Trust to the applicant if he is not elected a member. Such subscription shall if the applicant is admitted to membership be for the then current year, except that in the case of members elected on or after the 31st October in any year, the first subscription shall cover the period dating from their election until the 31st December in the next succeeding year. The said subscriptions shall entitle the Member to one vote only at General Meetings of the Trust.
9. If in the event that subscriptions shall at any time be payable, any member fails to pay his subscription for any year within one month of the same becoming due, the Secretary shall notify him of the fact, and if any member fails to pay his subscription for any such year within one further month of being so notified, he shall, ipso facto, cease to be a Member of the Trust, but shall still be liable for his subscription so in arrear, and shall be eligible for re-admission upon payment of all arrears due from him while a member and of the amount of the subscriptions that would have been due from him if he had continued a member up to the time of re-admission. Provided always that the Council may in any case, if they think fit, suspect or waive the operation of any of the provisions of this Article on such terms as they may determine.
10. Any member may at any time withdraw from membership of the Trust by giving to the Secretary at its registered office one month's notice in writing (or such shorter notice as the Council may in any case determine to accept) of his intention so to do, and upon the expiration of such notice he shall cease to be a member. Provided that if in any case such notice is given after the 30th November of any year and subscription shall at that time be payable, the member shall be liable to and shall forthwith pay his subscription for the whole of the next ensuing year of the Trust.
11. Should any member commit any serious or persistent breach of any of the Regulations of the Trust, or be guilty of any act or conduct which in the opinion of the Council is detrimental to the interests of the Trust, the Council may at their discretion expel such Member from the Trust by a resolution passed by a majority of not less than two-thirds of the members of the Council attending and voting at a Meeting specially convened to consider the question of his expulsion, and at which Meeting not less than three members of the Council are present. The member concerned shall be given not less than twenty-one clear days’ notice in writing of the time, place and object of the Meeting of the Council and shall be given an opportunity of attending and being heard in his defence, or if he so desires, of being represented thereat by another Member, or by Solicitor or Counsel. The decision of the Council at any such Meeting shall be final, and any Member who shall be expelled shall thereupon cease to be a Member of the Trust.
12. None of the rights and privileges of a Member in relation to the Trust shall be chargeable, transferable or transmissible by his own act, or by operation of law or otherwise, except with the written consent of the Counsel.
13. Every Member shall undertake to further to the best of his ability the objects and interests and influence of the Trust, and shall at all times observe the Regulations of the Trust and shall from time to time notify the Secretary of the Trust a place of business or residence to be registered as his place of address, and the place so registered shall for the purpose of the Regulations of the Trust be deemed his place of address; all notices may be sent by the Trust to such place of address by ordinary post.
14. A register shall be kept by the Trust containing the names and addresses of all the Members, together with such other particulars as may be required by the Statutes.
15. In addition to the provisions for cesser of membership hereinbefore contained a Member shall forthwith cease to be a Member of the Trust upon the happening of any one of the following events:–
(A) If such Member shall abandon the Moslem faith.
(B) If such Member shall express an intention to reside permanently out of the United Kingdom, and the Council shall determine that it is in the interests of the Trust that he shall cease to be a Member.
(C) If such Member becomes of unsound mind.
(D) If such Member becomes bankrupt, or makes or agrees to any assignment for the benefit of his creditors, and shall pay or propose to pay any composition to his creditors, or execute any similar deed or agreement, or shall take or attempt to take the benefit of any statutory provision for arrangement with his creditors.
(E) If such Member shall in the opinion of the Council cease for any reason to be eligible for membership of the Trust and the Council shall so resolve.
(F) If the Trust exclude such Member in accordance with the Regulations.
Provided always that in the case of a person ceasing to be a Member under either of the paragraphs (C) or (D) of this Article, the Council shall be entitled (if it thinks fit) to reinstate any such person as a Member upon such terms as it may think fit.
16. In the event that subscriptions shall at any time be payable, then no Member shall be entitled to vote or otherwise participate in the benefit of membership while his subscription shall be unpaid and in arrear within the meaning of the provisions of Article 9 thereof.
17. Any Member who shall by any means cease to be a Member shall nevertheless remain liable for, and shall pay to the Trust, all moneys which at the time of his ceasing to be a Member may be due from him to the Trust, or which may become payable by him by virtue of his liability under the Memorandum of Association of the Trust.
COUNCIL OF MANAGEMENT
18. (A) The affairs and property of the Trust shall be managed by the Council who (subject as hereinafter provided) shall consist of the Diplomatic Representative for the time being to the Court of St. James, High Commissioner or other accredited Representative (or some other person to be nominated by each such Representative, High Commissioner or accredited Representative) of Egypt, Pakistan and Saudi Arabia, the President, Honorary Secretary and Honorary Treasurer for the time being of Jamiat-ul-Muslimin, and not more than six further members, who shall hold office on the terms and subject to the provisions hereinafter contained.
(B) The first Members of the Council shall be (1) His Excellency Abdel Fateh Amr Pasha, His Excellency Habib Ibrahim Rahimtoola, His Excellency Sheikh Hafez Wahba, Sir Torick Ameer Ali, Mr Hatim Attari, Mr Syed Fazal Shah, Mr Ghulam Mohammed and Mr Imdad Ali Kazi; and (2) the persons for the time being holding office as President, Honorary Secretary and Honorary Treasurer of Jamiat-ul-Muslimin, provided they shall give notice in writing to the Trust that they are willing to accept office as Members of the Council.
(C) Each Member of the Council shall hold office (subject to the retiring or otherwise ceasing to hold office pursuant to the provisions of Article 31 hereof) on the following terms, namely:–
(i) The Diplomatic Representative, High Commissioner or other accredited representative of Egypt, Pakistan and Saudi Arabia respectively (or any person nominated by any such Representative, High Commissioner or other accredited representative) shall each hold office for so long only as he remains the accredited representative in the United Kingdom of his Sovereign or his Country's Government (as the case may be) or shall remain the nominee of such accredited representative (as the case may be). Any vacancy resulting from the retirement of a Member of the Council pursuant to the provisions of this sub-paragraph shall be filled by the appointment to the Council of the accredited representative of the Court of St. James, High Commissioner or other accredited Representative who succeeds him or by the appointment of another person nominated by any such Diplomatic Representative, High Commissioner or other accredited representative (as the case may be), or at the option of the Council, if no successor is appointed, the vacancy may remain unfilled.
(ii) The President, Honorary Secretary and Honorary Treasurer of Jamiat-ul-Muslimin shall hold office for so long only as they remain such President, Honorary Secretary or Honorary Treasurer respectively. Any vacancy resulting from the retirement of a member of the Council pursuant to the provisions of this sub-paragraph shall be filled by the appointment to the Council of the person who succeeds him as such President, Honorary Secretary or Honorary Treasurer of Jamiat-ul-Muslimin as the case may be.
(iii) The remaining Members of the Council shall retire at the Annual General Meeting in each year but shall be eligible for re-election.
(iv) The Council shall have power to appoint any person whom they consider suitable to be an additional member of the Council (provided the maximum number referred to in paragraph (A) hereof is not exceeded) to hold office on such terms as the Council in its discretion may determine.
(D) The first Chairman of the Trust shall be His Excellency Habib Ibrahim Rahimtoola and the first Vice-Chairman shall be Mr Imdad Ali Imam Ali Kazi, who shall hold office until the first Council Meeting of the Trust held after the Annual General Meeting of the Trust to be held in 1950, when they shall retire and a new Chairman and Vice-Chairman shall be elected by the Council in manner hereinafter provided.
(E) The Council shall at the Council meeting referred to in sub-paragraph (D) hereof and at each Council Meeting held first after the Annual General Meeting to be held in 1951 and in each year thereafter elect from their own Members a new Chairman and Vice-Chairman. Any retiring Chairman in any year shall be eligible for re-election, and the election of the Vice-Chairman in any year shall be at the discretion of the Council, and any retiring Vice-Chairman shall be eligible for re-election.
19. Casual vacancies in the Council may, subject to the provisions of Article 18, be filled by the Council; any member of the Council so elected shall, subject to the provisions of Article 18, hold office until the next Annual General Meeting, when he shall retire but be eligible for re-election, and the Council may provide by By-laws the manner in which such appointments shall be made, but any such appointment, and any such By-laws if made, shall have regard to the provisions herein contained as to the constitution of the Council and the capacity in which any Member of the Council is so appointed shall correspond to the capacity of the Member whom he replaces.
20. Notwithstanding the provisions hereinbefore contained, the Council shall be empowered at any time and from time to time to co-opt as an additional member of the Council any person not being a Member, but who in the opinion of the Council is likely to be of help to the Trust and who shall act in an advisory capacity only and shall not be entitled to vote.
21. One of the members of the Council shall (unless otherwise determined by the Council) act as the Honorary Treasurer of the Trust, and shall be appointed at the first meeting of the Council held after the Annual General Meeting in each year. Any such Honorary Treasurer shall be eligible for re-election at the expiration of his year of office.
22. The Council shall have the entire supervision, control and disposition of the affairs and property of the Trust, and generally may exercise all such powers and do all such things as it may consider necessary for or conducive or incidental to the due management of the affairs and property, or for effecting the objects of the Trust, subject nevertheless to the Statutes and the Regulations of the Trust, but no regulations of the Trust shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.
23. Without limiting the effect of the last preceding Article, or any other powers specifically given to the Council by these Regulations, it shall be lawful for the Council, in its absolute discretion, to exercise on behalf of and in the name of the Trust or otherwise, and from time to time, all or any of the following specific powers (that is to say):–
(A) To make Rules and By-laws for further regulating the affairs of the Trust, and to amend or rescind any such Rules and By-laws, and every Member, present or future, shall be bound by all such Rules and By-laws as may be for the time being in force, provided that no such Rules or By-laws shall be inconsistent with the objects of the Trust or these presents.
(B) To regulate and control the custody, investment, realisation and expenditure of the moneys, stocks, funds and securities of the Trust as the Council shall think fit.
(C) From time to time to borrow or raise or secure the payment of such sums for the purposes of the Trust as the Council thinks fit.
(D) To give receipts by any one or more of the Council or by any person or persons whom it shall authorise, which shall be effectual discharges on behalf of and against the Trust for the moneys or property which in such receipts shall be acknowledged to have been received.
(E) To appoint and employ for the purposes of the Trust any managers, bankers, solicitors, officers, analysts, librarians, custodians, clerks, agents, servants or other persons, upon such terms as to their duties, powers, duration of office, or employment, remuneration and otherwise, as the Council shall think fit, and in particular to make such arrangements as to them shall seem appropriate in respect of secretarial services and office accommodation for the Trust, and also to remove or discharge from the service of the Trust any person for the time being in that service.
(F) To appoint any member of the Council, Member of the Trust or other person to do or perform any work, duties and services expedient or necessary to be performed and done by or on behalf of the Trust in pursuance of its registered objects.
(G) To delegate, subject to such conditions as the Council may think fit, any of its powers and duties to such committees consisting of such member or members of the Council or other Members of the Trust as the Council may think fit, and to appoint such special Committees (if any), as may from time to time seem to be in the interests of the Trust and to determine the constitution and powers of any such special Committees, and to make such regulations as to the proceedings of such sub-committees and special committees as may seem expedient.
(H) To petition Parliament in the name of the Trust.
(I) To resolve that the Common Seal of the Trust be affixed to all deeds and documents requiring the same in the presence of one member of the Council and the Secretary.
PROCEEDINGS OF THE COUNCIL
24. Until otherwise determined by the Council, two members of the Council present in person shall be a quorum, and may exercise all the powers of the Council. Subject to this Article, the Council may act notwithstanding any vacancy or vacancies in its number. Provided always that if at any time the number of members of the Council shall be reduced to less than the minimum number authorised by these presents, the Council may act for the purpose of filling up vacancies in its body, as hereinbefore provided and subject to the provisions of Article 18, or of summoning a General Meeting, but for no other purpose.
25. The Council may meet together for the despatch of business, adjourn and otherwise regulate its meetings and the proceedings thereat as it thinks fit; but all questions arising at any meeting of the Council shall be determined by a majority of votes, and in case of equality of votes the Chairman of the Meeting shall have a casting vote in addition to his vote as a member of the Council.
26. In case at any meeting of the Council neither the Chairman nor the Vice-Chairman be present within ten minutes after the time appointed for holding the meeting, the members of the Council present may choose one of their number to be Chairman of such meeting.
27. All acts done by any meeting of the Council or by any person acting as a member of the Council shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such Council or person acting as aforesaid, or that such Council or any of the members thereof or such person were or was disqualified, be as valid as if such Council and every member thereof or such person had been duly appointed and were or was duly qualified.
28. The Council shall cause minutes to be duly entered in books, to be provided for that purpose, of all appointments of officers made by the Council, and of all resolutions and proceedings of General Meetings of the Trust and meetings of the Council and of any sub-committees or special committees.
29. A resolution in writing signed by all the members of the Council shall be as valid and effectual as if it were a resolution passed at a duly convened Meeting of such Council.
ROTATION OF COUNCIL
30. Any member of the Council may resign by giving one month's notice in writing to the Secretary.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
31. The office of a member of the Council shall be vacated in any of the following events, namely:
(A) If by notice in writing to the Trust he resigns his office;
(B) If he be found lunatic or of unsound mind;
(C) If he becomes bankrupt or insolvent, or compounds with his creditors;
(D) If he be absent otherwise than on the business of the Trust from meetings of the Council for more than six consecutive calendar months without leave, or is absent from the United Kingdom for not less than six consecutive calendar months, and the Council resolve that his office be vacated;
(E) If he is prohibited from acting as a member of the Council by reason of any Order made under section 188 of section 332 of the Companies Act 1948.
GENERAL MEETINGS
32. The first General Meeting shall be held at such time, not being more than twelve months after the registration of the Trust, and at such place as the Council shall determine. Subsequent General Meetings shall be held in each year on such day and at such time and place as the Council may from time to time determine, provided that each such General Meeting shall be held not more than fifteen months after the holding of the preceding meeting.
33. The above General Meetings shall be called Annual General Meetings, and all other General Meetings shall be called Extraordinary General Meetings.
34. The Council may, whenever it thinks fit, and it shall, on the requisition in writing of any fifteen or more Members of the Trust convene an Extraordinary General Meeting.
35. Any requisition made by the Members must state the object of the Meeting proposed to be called, and must be signed by the requisitionists and deposited at the Office of the Trust.
36. On receipt of the requisition, the Council shall forthwith proceed to convene a General Meeting. If it does not proceed to call a Meeting to be held within six weeks from the date of the requisition being so deposited, the requisitionists or any fifteen or more members may themselves convene a Meeting by advertisement in two London daily newspapers not more than twenty-one days nor less than fourteen days before the day which the meeting is to be convened, stating the time place and object of the Meeting, and a copy of such advertisement shall be delivered at the Office of the Trust not less than thirteen days prior to the Meeting.
37. Every General Meeting shall be held in London or such other place as may be decided by the Council.
38. An Annual General Meeting and a Meeting called for the passing of a Special Resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of the Trust other than an Annual General Meeting or a meeting for the passing of a Special Resolution shall be called by fourteen day's notice in writing at the least. The notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and hour of the meeting and, in case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Trust in General Meeting to such persons as are, under the Article of the Trust, entitled to receive such notices from the Trust.
Provided that a meeting of the Trust shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed:–
(A) In the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat;
and
(B) In the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.
39. (A) All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all business that is transacted at an Annual General Meeting shall be deemed special, with the exception of the consideration of the accounts and balance sheets, and the ordinary reports of the Council and the Auditors’ Report and the election of Auditors.
(B) Any member entitled to vote at a General Meeting may submit any resolution provided that he shall have served notice in writing thereof at the office of the Trust, duly signed by him, not less than six weeks before the date on which the Meeting is to be held, stating his intention to submit the same, and upon receipt of any such notice the Secretary shall include it in the notice of such Meeting or otherwise give notice to all Members, that such resolution will be proposed. Provided that if, after such notice has been served at the office of the Trust, a General Meeting is called for a date six weeks or less after the notice has been served, the notice though not served within the time required by this sub-paragraph, shall be deemed to have been properly served for the purposes thereof.
40. No business shall be transacted at a General Meeting, except the election of a Chairman of such Meeting, and the adjournment of the meeting, unless a quorum of Members entitled to vote be present, at the time when the Meeting proceeds to business. Unless and until otherwise provided by any By-laws of the Trust or in General Meeting a Quorum shall be four Members present in person. If within fifteen minutes from the time appointed for the Meeting a quorum be not present, the meeting, if convened on the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next following week, at the same time and place, and if at such adjourned Meeting a quorum be not present, the Members present shall form a quorum.
41. The Chairman, or in his absence, the Vice-Chairman of the Trust, or in the absence of both, a member of the Council, chosen by the Meeting shall preside as Chairman at every General Meeting.
42. If the Chairman, Vice-Chairman and no member of the Council be present within fifteen minutes from the time appointed for holding the Meeting, or in case of refusal of all the members of the Council present to take the chair, the Members present and entitled to vote shall choose some one of their number to be Chairman.
43. The Chairman may, with the consent of the Meeting, adjourn any Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.
44. At any General Meeting, a resolution put to the vote of the Meeting shall be decided on a show of hands and all resolutions which do not require to be passed as Special Resolutions by Extraordinary Resolutions shall be carried if passed by a majority of the Members present in person, and entitled to vote. Provided always, that if a poll is (before or on the declaration of the result of the show of hands) demanded by at least five Members present in person and entitled to vote, a poll shall be taken in manner hereinafter provided. And in case there shall be an equality of votes whether on a show of hands or on a poll the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or a casting vote.
45. If at any Meeting a poll is demanded as above mentioned in regard to any particular resolution, such demand shall not prevent the conclusion of any other business before the Meeting at which the demand is made, but such poll shall be taken at such time and place and in such manner as the Chairman of the Meeting shall direct; and in case on any such poll there shall be an equality of votes, the Chairman of the Meeting at which such poll have been demanded shall be entitled to a casting vote in addition to his vote as a Member. The result of every such poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.
46. At any General Meeting, unless a poll is demanded as provided above, a declaration by the Chairman that a resolution has been carried or carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Trust shall be conclusive evidence xxxxx of the fact, without proof of the number of proportion of the votes recorded in favour of or against the resolution.
47. Save as expressly otherwise provided herein, every Member shall have one vote, and no person other than a Member duly registered (and in the event that subscriptions shall at any time be payable, whose subscription is not in arrear), shall be entitled to receive notice of or to be present or vote at any General Meeting.
48. No proxies shall be permitted for use at any General Meeting, save that if any Incorporated Company is a Member of the Trust it may vote by its duly authorised representative as provided by section 139 of the Companies Act 1948.
49. Subject to the provisions of the Statutes a General Meeting may remove any Auditor of the Trust and fill any resulting vacancy in the office of Auditor, and may (subject as hereinbefore provided) vary the number of Auditors.
50. It shall be lawful for any General Meeting:–
(A) By Special Resolution, to make, and to alter, or rescind any By-law of the Trust whether made by the Council pursuant to the provisions of Article 23(A) or by Special Resolution passed at a General Meeting as aforesaid (so that every By-law made or altered be reduced to writing, sealed with the Common Seal of the Trust and a copy thereof, or in case of the rescission of a By-law, notice of the By-law rescinded be sent to every Member as notices are hereinafter directed to be served) and generally for any General Meeting to decide on all matters and questions relating to the management or the regulations of the Trust, and
(B) From time to time by Special Resolution, to alter and make new provisions in lieu of or in addition to any of the Regulations of the Trust, and especially any General Meeting may by Special Resolution from time to time exercise all powers which by the Statutes a company limited by guarantee may exercise if authorised so to do by its Articles of Association.
SECRETARY
51. The Secretary shall be appointed, may be removed, and his salary (if any) shall be fixed by the Council and an Honorary Secretary may if the Council consider it desirable be appointed by the Council either as sole Secretary or in addition to any paid Secretary and shall hold office on such terms as the Council may determine.
52. The Secretary shall, unless the Council otherwise direct, keep the records, books, accounts and other papers of the Trust.
ACCOUNTS
53. The Council shall cause true and complete accounts to be kept of the assets, credits and liabilities of the Trust and in particular of all sums of money received and expended by the Trust and the matters in respect of which the receipt and expenditure takes place. Subject to any restrictions that may be imposed by the Council from time to time as to the time and manner of inspecting the same all the books of account of the Trust shall be open to the inspection of any member during reasonable business hours.
54. A balance sheet and an income and expenditure account, both made up to a date not more than three months prior to the Annual General Meeting, shall be made out once in every year and laid before the Meeting containing such particulars and in such form as shall be required by Statutes.
55. Once at least in every year the accounts of the Trust shall be examined, and the correctness of the balance sheet and income and expenditure account ascertained by an Auditor or Auditors. A copy of such balance sheet including every document required by law to be annexed thereto shall twenty-one days previously to each Annual General Meeting be forwarded to every Member, addressed to him at his place of address, as registered in accordance with Article 14.
The Companies Act 1948
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL.
MEMORANDUM OF ASSOCIATION OF THE EAST LONDON MOSQUE TRUST LIMITED.
1. The name of the Company (hereinafter called “The Trust”) is “THE EAST LONDON MOSQUE TRUST LIMITED.”
2. The registered office of the Trust will be situated in England.
3. The objects for which the Trust is established are:–
(A) To act as Trustees of the trusts relating to the London Mosque Fund as contained in a Deed of Declaration of Trust dated the 19th November 1926 and executed by His Highness Sir Sultan Mohammed Shah Aga Khan of Bombay, The Right Honourable Charles Wallace Alexander Napier Cochrane-Baillie Baron Lamington. The Right Honourable Arthur Oliver Villiers Russell Baron Ampthill. The Right Honourable Syer Ameer Ali and Sir Mohammed Rafique (which trust was constituted for the purposes in the said Deed contained) and of the freehold property, known as the East London Mosque and Islamic Culture Centre at Nos. 446/448 Commercial Road in the Parish of Stepney in the County of London (Registered Title No. LN 244192) and the further property at No. 450 Commercial Road aforesaid (Registered Title No. 30706) (both of which properties are held under the trusts of the said Deed of the 19th November, 1926); to acquire the said trust properties from the present Trustees thereof, and to perform and execute the said trusts in accordance with the terms of the said trust Instruments; and to act as Trustees of any other trusts relating to matters concerned with the Moslem faith which in the opinion of the Council of Management of the Trust can be conveniently and properly undertaken by the Trust.
(B) So far as the law may from time to time allow, to purchase, take on lease, hire or otherwise acquire any real or personal property and any rights or privileges necessary or convenient for the purpose of the Trust.
(C) To construct, maintain and alter any houses or buildings necessary or convenient for the purposes of the Trust.
(D) To invest and deal with the moneys of the Trust not immediately required upon such securities and in such manners as may from time to time be determined, but so that moneys subject or representing property subject to the jurisdiction of the Charity Commissioners for England and Wales or any authority exercising corresponding jurisdiction outside England and Wales shall only be invested in such securities and with such sanction (if any) as may for the time being be prescribed by law.
(E) To make regulations and by-laws for the guidance and control of the affairs of the Trust, and to define and settle the manner in which compliance, with the decisions or directions of the Trust shall or may be secured or enforced, and to enforce any bye-laws and regulations of the Trust and any directions given by it.
(F) To take such steps, by personal or written appeals, or otherwise as may from time to time be deemed expedient to procure and to accept grants of money and (so far as the law may from time to time allow) of land, donations, gifts, subscriptions and other assistance in furtherance of the objects of the Trust, and to conform to any proper conditions upon which such grants and other payments may be made.
(G) To present Petitions to Parliaments in the territories of the British Empire and elsewhere and Memorials or other documents to the Governments and legislative and other Authorities in any of such territories with a view to the promotion of the Trust's objects.
(H) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the Trust or the dependents or connections of such persons, and to grant pensions and allowances to and to make payments towards insurance of such persons.
4. The income and property of the Trust, whencesoever derived, shall be applied solely towards the promotion of the objects of the Trust as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise, howsoever, by way of profit to the Members of the Trust: Provided that nothing herein shall prevent the payment in good faith of remuneration to any officers or servants of the Trust or to any Members of the Trust or other person in return for any services actually rendered to the Trust, nor prevent the payment of interest at a rate not exceeding £ 5 per cent on money borrowed from any Member of the Trust.
5. The liability of the Members is limited.
6. Every Member of the Trust undertakes to contribute to the assets of the Trust, in the event of the same being wound up during the time that he or she is a Member, or within one year afterwards, for payment of the debts and liabilities of the Trust contracted before the time at which he or she ceases to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding £ 1.
7. If upon the winding up or dissolution of the Trust there remains 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 Trust, but shall be given or transferred to some other institution or institutions having objects similar to the object of the Trust, to be determined by the Members of the Trust at or before the time of dissolution, or in default thereof by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter.
8. True accounts shall be kept of the sums of money received and expended by the Trust, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the Trust, 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 Trust for the time being shall be open to the inspection of the Members. Once at least in every year the accounts of the Trust shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.
Names, addresses and Descriptions of subscribers:
His Excellency Abdel Fateh Amr Pasha, The Egyptian Ambassador, 75 South Audley Street, W1
His Excellency Sheikh Hafez Wahba, The Saudi Arabian Ambassador, 30 Belgrave Square, SW1
His Excellency Habib Ibrahim Rahimtoola, High Commissioner for Pakistan, 56 Park Avenue NW
Mr Imdad Ali Kazi, Barrister-at-Law, 45, Avenue Road, Penge, SE20
Mr Allah Dad Khan, Director, 34, Pellers Road, W6
Mr Naqibullah Khan, Merchant, 7 Beccles Street, E14
Mr Syed Fazal Shah, Director, 244 Bilton Rd, Perivale, Middx
Mr Ghulam Mohammed, Export Agent, 59 Canton Street, E14
Mr Suleman Mohomed Jetha, Importer and Exporter, 18 Albert Street, NW1
Sir Torick Ameer Ali, Retired Judge of the High Court, Calcutta, Pollingfold, Rudgwick, Sussex
Dated this 25th Day of April 1949
Witness to the above Signatures:
J.A Woodhead
Chevremont
Hockering Road
Woking
TRUST CORPORATIONS LAW OF PROPERTY (AMENDMENT) ACT, 1926
I, WILLIAM ALLEN VISCOUNT JOWITT, Lord High Chancellor of Great Britain, having read the statutory declaration of Bernard William Gould on behalf of THE EAST LONDON MOSQUE TRUST LIMITED dated the 20th day of May, 1949, am satisfied that the said Corporation fulfils those of the provisions of subsection 1 of section 3 of the Law of Property (Amendment) Act, 1926, which are applicable to the case of the said Corporation, and authorise the said Corporation accordingly to act in relation to charitable, ecclesiastical and public trusts as a trust corporation.
JOWITT C.
Dated the 21st Day of June 1949
