NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Bangladesh Society for Human Resources Management (BSHRM) will be held on: Date: Friday, 27 January 2023 Time: 9.40 AM Place: Emmanuelle’s, House # 08, Road # 135, Gulshan - 1, Dhaka-1212

NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Bangladesh Society for Human Resources Management (BSHRM) will be held on: Date: Friday, 27 January 2023 Time: 9.40 AM Place: Emmanuelle’s, House # 08, Road # 135, Gulshan - 1, Dhaka-1212 Purpose: For Members to consider and if thought fit, to pass, with or without modification(s), following resolutions as SPECIAL RESOLUTIONS: 1. RESOLVED THAT Rule 3(c) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "The Executive Council will consist of not more than 15(fifteen) and not less than 9(nine) members to be called Councilors. The Executive Council shall be as follows: i. President 1 ii. Vice President 1 iii. General Secretary 1 iv. Joint Secretary 1 v. Treasurer 1 vi. Joint Treasurer 1 vii. Councilors 9 Total 15" 2. RESOLVED THAT Rule 4(b) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "Upon completion of each term of office of the Executive Council, all Councilors shall be eligible for re-election." 3. RESOLVED THAT Rule 4(c) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "Election of all councilors of the Executive Council should be held at the Annual General Meeting of the society every two year, except for the first Executive Council, where every Life Fellow, Fellow, Associate, and General Member whose name is entered in the register at least 90 (Ninety) days before the date of election, are entitled to vote only." 4. RESOLVED THAT Rule 4(g) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "Votes will be by way of secret ballots to be exercised by life fellow, Fellows, Associates and general members of the Society as mentioned in clause (f) above. However, e-Voting through electronic system may be introduced once BSHRM is capable to arrange a secured electronic platform to facilitate members to cast vote in electronic form." 5. RESOLVED THAT Rule 4(j) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "Any Councilor or Office Bearer who is absent from 3(three) consecutive meetings of the Executive Council will automatically stand removed from his/her office or Councillorship." 6. RESOLVED THAT Rule 4(k) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "The Executive Council may co-opt any Members from the list of candidates in the last EC election as Councilors to fill casual vacancies, which may occur on resignation, disqualification, vacation, removal or death of a Councilor. The cooption will be made in order of highest votes received subject to willingness of the Member to serve. If no one from the above list of candidates are willing to serve then EC may co-opt any active Member eligible for election as Councilor." 7. RESOLVED THAT a new rule, Rule 7(l) be inserted in the Rules & Regulations of BSHRM as follows: " The Procedure for Election of Office Bearers shall be as follows: i. The Executive Council shall appoint a Chief Election Commissioner at least two months ahead of the date of AGM in which the Elections to be held and simultaneously provide the Chief Election Commissioner with the correct and complete list of members eligible to vote in the elections; ii. The Chief Election Commissioner shall be a Life Fellow of the Society who will not contest in the elections. iii. The Office bearers will extend full support to the Chief Election Commissioner who will be empowered to co-opt other Election Commissioners and/or assistants to assist him/her to conduct the elections smoothly. iv. The Chief Election Commissioner shall draw up the election schedule and communicate the same to all the members through BSHRM group email setting out the dates by which the various activities relating to the elections to be accomplished such as, publication of final voters list, submission of the nominations, scrutiny of nominations, filing of objection, if any, against rejection of any nominations, hearing and disposal of objections, publication of the final list of valid nominations withdrawal of candidatures, publication of the final list of candidates for the election, etc." 8. RESOLVED THAT Rule 7 of the Rules & Regulations of BSHRM be altered, renumbered as 7 (a) and substituted by the following words: "The Executive Council shall at its first meeting elect from amongst its members the following office bearers namely: i. President 1 ii. Vice President 1 iii. General Secretary 1 iv. Joint Secretary 1 v. Treasurer 1 vi. Joint Treasurer 1" 9. RESOLVED THAT a new rule, Rule 7(b) be inserted in the Rules & Regulations of BSHRM as follows: "Office Bearers are not eligible for re-election to the same office/position for more than two terms. After completion of two terms they will be eligible for election to a different office or may continue to serve as Councilor only." 10. RESOLVED THAT a new rule, Rule 7(c) be inserted in the Rules & Regulations of BSHRM as follows: " i. The President shall be the chief executive officer of the Society and shall, subject to the direction of the Executive Council exercise general supervision and control of the affairs of the Society; ii. preside at all meetings of the Members and Executive Council of the Society; iii. be an ex officio, non-voting Member Secretary of the Advisory Board; and iv. have such further powers and perform such duties as the Executive Council shall determine. v. To work with fellow officers and committees, to set the plans for the year's activities: training & educational programs, membership growth, publicity, finances, social and other activities, including the Regional Chapters; vi. To provide the leadership and judgment to get the best performance from all officers and committees." 11. RESOLVED THAT a new rule, Rule 7(d) be inserted in the Rules & Regulations of BSHRM as follows: " The Vice-President shall i. have such powers and perform such duties as may be determined by the EC; ii. have and may exercise all the powers and duties of the President during the absence of the President or in the event of the President’s inability to act and; iii. Become President of the Society in the event of the President’s death or resignation and shall serve for the remainder of the President’s term until a successor is elected. 12. RESOLVED THAT a new rule, Rule 7(e) be inserted in the Rules & Regulations of BSHRM as follows: "The General Secretary shall i. record and maintain records of the proceedings of all meetings of the Members and of the Executive Council in books kept for that purpose; ii. notify the Members and the Councilors of all meetings in accordance with these Rules & Regulations; iii. maintain the register of all category of Members and provide the list of voters to the Chief Election Commissioner as and when demanded; iv. keep all the records of the Society not kept by the Treasurer; and v. Perform such other functions as determined by the Executive Council." 13. RESOLVED THAT a new rule, Rule 7(f) be inserted in the Rules & Regulations of BSHRM as follows: " The Treasurer shall, subject to the direction of the Executive Council, i. maintain general charge of the financial affairs of the Society; ii. keep full and accurate records thereof, which shall always be open to the inspection of the President or any Councilor; iii. prepare the voter list for Executive Council elections and Extraordinary General Meetings in accordance with Rule 4(h) hereof; iv. submit an audited annual financial statement and such other statements as the Executive Council may require; and v. Render to the Executive Council, at regular meetings thereof, or whenever it may require it, a statement of the accounts of all transactions and of the financial condition of the Society. 14. RESOLVED THAT a new rule, Rule 7(g) be inserted in the Rules & Regulations of BSHRM as follows: The Joint Secretary shall i. have such powers and perform such duties as may be determined by the Executive Council; ii. have and may exercise all the powers and duties of the General Secretary during the absence of the General Secretary or in the event of the General Secretary’s inability to act and; iii. become General Secretary of the Society in the event of the General Secretary’s death or resignation and shall serve for the remainder of the General Secretary’s term, and until a successor is elected. 15. RESOLVED THAT a new rule, Rule 7(h) be inserted in the Rules & Regulations of BSHRM as follows: The Joint Treasurer shall i. have such powers and perform such duties as may be determined by the Executive Council; ii. have and may exercise all the powers and duties of the Treasurer during the absence of the Treasurer or in the event of the Treasurer’s inability to act and; iii. become Treasurer of the Society in the event of the Treasurer’s death or resignation and shall serve for the remainder of the Treasurer’s term, and until a successor is elected. 16. RESOLVED THAT the Rule 12 of the Rules & Regulations of BSHRM be altered keeping Rule 12 (b),12(c) and 12(e) intact and substituted the rest by the following words: " The members of the Society shall consist of Life Fellows, Fellows, Associates, General and Student members. a) Life Fellows: The membership committee shall determine the eligibility of a Life member of the society as per the following criteria: i. He/she must be a leading HR professional of the country with at least10 years of exclusive HR experiences in leadership position. ii. S/he must be a member of BSHRM for the preceding nine years with paying the fees regularly and actively contributed to the society. iii. Life membership shall be conferred by unanimous vote of the Executive Council. iv. Life members are exempt from payment of dues 17. RESOLVED THAT the Rule 12 (d) of the Rules & Regulations of BSHRM be deleted since the category of Corporate membership has been abolished. Consequently, the subsequent categories, General Member, and Student Member to be renumbered 12(d) and (e) respectively. 18. RESOLVED THAT the Rule 13 (d) of the Rules & Regulations of BSHRM be deleted since the category of Corporate membership has been abolished. 19. RESOLVED THAT the Rule 14 (iii) of the Rules & Regulations of BSHRM be altered and substituted by the following words: "The annual membership subscriptions shall be payable in full upon admission and thereafter within the first quarter of every calendar year to remain as active member." 20. RESOLVED THAT a new rule, Rule 14 (iv) be inserted in the Rules & Regulations of BSHRM as follows: "Membership privileges shall be withheld if the dues are in arrears by the 2nd quarter of the calendar year." 21. RESOLVED THAT a new rule, Rule 14 (v) be inserted in the Rules & Regulations of BSHRM as follows: "Membership shall be automatically cancelled if the subscriptions are in arrears by the 3rd quarter of the calendar year requiring readmission of the defaulting member." 22. RESOLVED THAT the Rule 16 of the Rules & Regulations of BSHRM be altered and substituted by the following words: "All Life Fellows, Fellows, Associate, and General members of the Society shall exercise voting rights at the Annual General Meeting and Extra-Ordinary General Meeting subject to Rule 4 hereof." 23. RESOLVED THAT the existing Rule 18 of the Rules & Regulations of BSHRM be deleted since the Rules & Regulations of BSHRM are in effect its Bye laws and keeping this Rule may create confusions. 24. RESOLVED THAT a new rule, Rule 18 be inserted in the Rules & Regulations of BSHRM as follows: " ADVISORY BOARD a) There shall be an Advisory Board of the Society acting as a consultative body for embedding good governance and upholding the tradition and spirit of BSHRM. The Advisory Body will provide strategic direction to the Society and make recommendations on important issues referred to them for guidance. b) The Advisory Board shall consist of not more than 10 (ten) and not less than 6(six) members drawn from the founder members of the society who provide written consent to serve on the Advisory Board. The President and the immediate past President will be ex-officio members of the Advisory Board. The above members of the Advisory Board may co-opt other members from Life Fellows to meet the threshold requirement stated above. c) The Advisory Board shall at its first meeting elect from among its members a Chairperson of the Advisory Board. d) The quorum required for the meeting of the Advisory Board shall be 50 % of total members. e) At least 30% of the members of the Advisory Board shall requisition a meeting of the Advisory Board 25. RESOLVED THAT a new rule, Rule 26 be inserted in the Rules & Regulations of BSHRM as follows: ”CONFLICTS OF INTEREST All elected and appointed representatives of the Society shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with and on behalf of the Society, they are held to a strict rule of honest and fair dealing with the Society. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Society's interest and that of the individual. All acts of Councilors and Officer Bearers shall be for the benefit of the Society in any dealing that may affect the Society adversely. The Councilors and Officer Bearers shall not accept any favor or gratuity that might influence their actions affecting the Society or its members." 26. RESOLVED THAT a new rule, Rule 27 be inserted in the Rules & Regulations of BSHRM as follows: "FORMATION OF CHAPTERS The Society may grant the right to form Chapters in different cities within Bangladesh to be affiliated with it under the following terms and conditions and subject to additional terms imposed by the Executive Council from time to time: i. Each Chapter shall comply with and conform to the Memorandum of Association, Rules & Regulations, and other directions, policies and procedures of the Society, (collectively referred to as “the BSHRM way”) and shall uphold the standards of BSHRM ii. Minimum of 20 (twenty) members living in territory must agree to form a local Chapter. iii. The Society shall retain all rights and interests in its legal name, it’s Seal, the name “Bangladesh Society for Human Resource Management”, the acronym “BSHRM”, the logo incorporating the stylized acronym BSHRM, the designation “Life Fellow”, “Fellow”, “Associate”, “General Member” and “Student Member” as well as all rights and interests in and to its videos, websites, domain names, URLs, printed materials, and other proprietary materials in any and all medias utilized by BSHRM in the course of its operation (collectively referred to as its “Intellectual Property”), whether or not registered with any governmental agency or body. iv. The Chapters shall use the above Intellectual Property in an ethical and legal manner and in accordance with the terms and the guidelines for Intellectual Property usage established by BSHRM. The Chapters shall not harm, misuse or bring into disrepute the Intellectual Property. The Chapters shall not enter into any agreements with respect to the use of the Intellectual Property without BSHRM’s consent. The Chapters shall not use or permit the use by third parties of its name or the Intellectual Property in such a way as to endorse or appear to endorse any product or service provided by third parties except insofar as specifically permitted in writing by BSHRM. v. The Chapters will be empowered to perform any and all acts that are consistent with “the BSHRM way”, and should do nothing that is inconsistent with the provisions and the intent and purposes of BSHRM, as expressed in its constitutional documents, pronouncements, and minutes of the BSHRM Executive Council and general meetings. vi. Each Chapter will keep accurate records of attendance, receipts, disbursements, and other necessary and ordinary business records. The filing of appropriate tax returns relating to the Chapter and similar documents, if any, is the responsibility of the local chapter. Financial reports and returns will also be filed yearly with the BSHRM-Head Office. vii. Each Chapter may organize its program independently, but shall be responsible for its income and expenditure and shall submit half yearly income and expense statement to the office of BSHRM in Dhaka. viii. Each Chapter must submit its audited annual financial reports to the Dhaka office of BSHRM within 2(two) weeks to the Executive Council 27. RESOLVED THAT wherever the word ‘fee’ or ‘fees’ appears in the Rules & Regulations of BSHRM be altered and substituted by the word “subscription” or “dues” as applicable. 28. RESOLVED THAT the concluding paragraph of the Rules & Regulations of BSHRM be altered and substituted by the following words: "We, the undersigned, being the members of the Executive Council of Management of Bangladesh Society for Human Resources Management do hereby certify that the set of Rules and Regulations numbered 1 (one) to 27 (twenty-seven) above is the correct copy of the Rules and Regulations of Bangladesh Society for Human Resources Management established under the Societies Registration Act, 1860." By the order of the Executive Council M Nazrul Islam General Secretary Bangladesh Society for Human Resources Management Copy to: 1. President, BSHRM 2. Executive Councilors, BSHRM 3. BSHRM Office Copy 4. All the active members of BSHRM