Discussion regarding RCPH TRUST
| Meeting Date | 09 Jan 2024 |
| Meeting Time | 19:30:00 |
| Location | The New Club, Pune Cantonment, Pune |
| Meeting Type | BOD |
| Meeting Topic | Discussion regarding RCPH TRUST |
| Meeting Agenda | 1. Meeting call to order 2. Discussion regarding RCPH TRUST 3. Secretarial announcements 4. Meeting adjourned 5. Fellowship and dinner |
| Chief Guest | no |
| Club Members Present | 14 |
| Minutes of Meeting | Venue: The New Club Date: 9th Jan 2024 Fellowship: Contributory Dinner Attendees: Rotarians Hussain Bhopalwala, Nitin Patil, Shabbir Poonawala, Ilyasbhai Hussain, RenuBala, Nisrin Badshah, Mohammed Badshah, Rashida Ansari, Hemant Murarka, Suhail Ansari, Rajendra Harale, Kunjan Jadhav, Gulu Jagat and Munira Hussain. Guests: Annettes and Guests of Suhail and Shabbir Poonawala and Bala. The only agenda of the meeting was the Vote on the motion to close the Trust to be addressed by Suhail. 1. As decided all the 18 members have conveyed their personal votes to Suhail in person and confidentially. Suhail has the total votes. 2. Suhail explained the importance of the trust and how it is a great establishment and is meant to last. TRUST DEED 3. Suhail took the members through the Trust Deed of the RCPH which was signed on 6 June 2019 and incorporated as a charitable public trust at the request of 9 members. Hussain Bhopalwala is the Founding President, Abbas Shamboora as the Secretary and Saify Mandviwala as the Treasurer. Suhail recorded the hard work out in by these Rotarians towards establishment of the trust. 4. Suhail went through the trust deed and informed the members about certain clauses as follows: Clause 24: “Change in Rules and Regulation. No amendments in the rules of the society or enhancement of new rules shall be made except at meeting of General Body to be convened and passed y 3/5 number of members voted by it”. This means that it would require 3/5 of the votes for the motion to close the trust to be passed. 5. Clause 26: “Irrevocability. RCPHCT whose cancellation is not possible after it going into effect is known as an Irrevocable Trust. Control and power on the asset transferred does not remain with the trustee. Hence cannot be altered.” This clause means that once the trust deed comes into effect then it cannot be revoked or cancelled and it cannot be altered. This clause means that the Trust cannot be closed. 6. Clause 28.A. “Dissolution. For any reason whatsoever if the activities of the comes to a standstill or to be wound up, action as provided in the societies registration act 1860 will be taken as per section 13 and 14.” This would imply that should we think of dissolution then RCPH should go as the societies registration act of 1860. 7. Clause 28 B. “There is also provision to the effect that the Trust is irrevocable” . This clause is self explanatory, implying trust cannot be revoked. 8. Clause 12. Functions and Rights of Office Bearers of Managing Committee – President (Hussain Bhopalwala) Clause 12.B . “The President has a right to cast one vote extra if equal votes are secured in any voting.” This is stated just for any eventuality. THE SOCIETIES REGISTRATION ACT OF 1860 :An Act for the Registration of Literary, Scientific and Charitable Societies. 9. Clause 13. Provision for dissolution of societies and adjustment of their affairs. “Any number not less than three fifths of any society may determine that it shall be dissolved and thereupon it shall be dissolved forthwith…….” “Provided that no society shall be dissolved unless three fifths of the members shall have expressed a wish for such dissolution by their votes in person or by proxy at a general meeting convened for the purpose” Accordingly Suhail had been tasked with carrying out the procedure of confidential voting and this general body meeting called for today to further confirm and sign in person the votes of the individual members. The process has been carried out with due diligence. 10. Clause 14. “Upon dissolution, no member shall receive profit” . This is self explanatory. IRREVOCABLE TRUST “When a public charitable trust is properly and completely constituted, it becomes irrevocable, even though it is voluntary. Accordingly there is no provision under the various Public Trust Acts (including the Bombay Public Trust Act 1950) to legally terminate or dissolve a valid public charitable trust.” Observation of the Supreme Courts in various matters. 11. This means that from the day that RCPHCT was legally registered with the Charity Commissioner, the trust has become irrevocable. Such a clause also exists in the Trust deed as clause 26 and clause 28. THE BOMBAY PUBLIC TRUST ACT 1950 CHAPTER III – CHARITABLE PURPOSES AND VALIDITY OF CERTAIN PUBLIC TRUSTS 12. Clause 9 – Charitable purposes . For the purposes of this Act, a charitable purpose includes 1. Relief of poverty or distress 2. Education 3. Medical relief…. 13. Clause 10 – Public trust not to be void on ground of uncertainty Clause 12 – Public trust not void on ground of absence of obligation Clause 13 – Public trust not void o failure of specific objective. If public trust is created for a specific object of charitable purpose…such trust shall not be deemed to be void on the ground that a) the performance of the specific object for which the trust was created has become impossible or impractical or b) that the society or institution does not exist or has ceased to exist… 14. All the above very clearly and strongly confirm that the public charitable trust cannot be closed down or dissolved. VOTING BY THE MEMBERS 15. Suhail thanked all the eighteen members of the RCPH for conveying their votes personally to him. Further all the members attending the meeting also provided a signed confirmation of their vote on “close the trust” or “continue the trust” 16. 18 members voted. Annette Munira also voted but her vote is not counted as she is not a member. Minimum 3/5 of 18 members must vote to close the trust for the motion to be approved. That is a minimum of 10.8 votes must be cast in favour of the motion. 17. The votes cast are as follows To close the trust – 10 votes This is less than the minimum of 10.8 required. To continue the trust – 8 votes The motion to close the Trust fails by 0.8 votes. The extra vote of the President is not required as result is clear and there is no empasse. RESULTS 18. By the provisions of the clauses in the Trust Deed, By Clauses 13 & 14 of the Companies Registration Act 1860 and by the Bombay Public Trusts Act 1950 Clauses 9 to 13 of chapter III it is concluded that the RCPHCT cannot be closed, dissolved or voided and the Trust is irrevocable. By the voting of the members, the motion to close the trust has not garnered the minimum 3/5 of the votes cast required to be approved. 19. HENCE THE MOTION TO CLOSE THE RCPHCT HAS FAILED AND THE TRUST WILL CONTINUE TO EXIST AND FUNCTION. The slips of the members voting are handed over to the Founding Chairman of RCPH for safe keeping and records. WAY FORWARD 20. Suhail thanked the member for the patience with which they attended to his presentation talk and the maturity in the conduct of the process. 21. As RCPH has to live with the Trust, Suhail has suggested to make optimum use of the same for e.g. conduct projects through the Trust. It is also suggested to relook at the constituent membership of the Trust and probably and reenergize the same. It is imperative to look at the Trust in a new light and build the future of the club around it by making it more of an asset than a liability. Thank you and All the best.. Suhail Ansari |