Office Consolidation of By‐Laws
November 23, 2013
SECTION ONE
Global Village Production Pakistan
:
(a) To promote and stimulate the creation of entrepreneurial film, television and
Interactive media productions in Pakistan ;
(b) Represent and promote the interests of news, documentary, film, television, and interactive media production in Pakistan with industry stakeholders such as federal and
Provincial governments, the media, investors, exhibitors, distributors and the public;
(c) Create an environment that promotes a diversity of expression and protects the rights. (d) Encourage a stable and coherent economic environment for producers in
Pakistan
(e) Foster labor harmony in the production sector and negotiate agreements on behalf of the Corporation’s members with appropriate associations, unions and guilds;
(f) Contribute to the training and development of a skilled production industry work force;
(g) Enhance international market opportunities and partnerships for Pakistani film, television and interactive media producers;
(h) Provide a high level of service that respects the needs of the Corporation’s members;
(i) Recognize excellence, hold trade forums, conferences, workshops and produce and promote industry information which promote the advancement of the Pakistan production industry
(j) Carry on other activities and research relating to the above objects which, in the opinion of the Board of Directors, may advance the interests of the members of the company. Agriculture sector
(a)To overcome youth challenges in Gilgit Baltistan
(b)To promote good agriculture practices in GB
(c)To provide guideline for farmers to excess market
(d)To contribute to the training and development of a skilled production of fruits
Enhance international market opportunities and partnerships for Farmers in Gilgit baltistan
Office Consolidation of By‐Laws
November 23, 2013
SECTION TWO
CONDITIONS OF MEMBERSHIP
2.1 Members and Fellows
(A) There shall be one (1) class of members in the organization, Membership in the firm shall be available to individuals, provincially or federally incorporated companies and partnerships engaged in the film, television and/or interactive media industry that are Pakistani
Citizens or permanent residents, and that are Pakistani‐owned and –controlled. Membership shall be divided into subcategories of membership for the purpose of assessing
Applicable membership dues, as more particularly described in the Firms operating policies. All
Members of the Corporation are required to notify the Corporation in writing of the name of the individual designated by the Member to act as its delegate and to vote on its behalf. A
Member may change its delegate by written notice to the Corporation. Voting privileges shall be assigned exclusively to the Principal/Owner of the Member or such person’s delegate. Membership terms shall be annual, subject to renewal. (B) Membership subcategories shall be Producer, Associate, Start Up, Interactive Media and any other subcategories falling within the conditions of membership above as may be determined by the Board in the operating policies of the Corporation:
Production Department
(a)The Producer subcategory shall be limited to those companies that are engaged in the creation of film, television and/or interactive media production, including service production. A company that is eligible to be approved as a Producer must have been provincially or federally incorporated in order to be granted membership in the firm
(b) The Associate subcategory shall be limited to individuals, companies or partnerships
who provide necessary and valuable services to the industry (including, without limitation,
financial, legal, facilities or other like services). Directors.
2.10 Suspension of Privileges: A member who is suspended in accordance with this By‐Law shall not
be entitled to vote or attend any meeting of the Corporation or exercise or enjoy any other rights of a
member until such suspension has been removed.
2.11 Termination of Membership. Membership shall automatically terminate:
(a) upon the bankruptcy, insolvency, dissolution, or winding‐up of a member;
(b) when a member resigns;
(c) if at a special meeting of members a resolution is passed to remove the member by at least
two‐thirds of the votes cast at a special meeting provided that the member shall be granted
the opportunity to be heard at such meeting prior to any such vote; or
(d) if so determined by the Board of Directors in accordance with section 2.10 of these By‐Laws. SECTION THREE
BOARD OF DIRECTORS
(a)Global Village Production Pakistan is registered under section Xivi 1961 adoption ordinance and governed by 6 members Board of Directors.
.
1. Assad Ullah Ghaze Chairman/ permanent member
2. Shakir Ullah Nadeem Company Secretary/Director .permanent member
3. Miss Salima Bagum Finance Manager permanent member
4. Ibadat Khan Head Social mobilization
5. Ubaid Ullah Director
6. Amjad Ali Director
The Members of the Board of Directors shall be elected for a two year term commencing from the next annual meeting of the Firm following the date hereof. The number of directors for any given term shall be determined at the sole discretion of the out‐going Board of Directors. The number of directors for any given term and the number of directors who may be representatives from the categories
(b) for such term shall be determined at the sole discretion of the outgoing Board of Directors. Composition
(c) The Board of Directors shall be composed in accordance with the provisions of 3 permanent members and two voting members
(d) if the voting member of which the director is the delegate is suspended or ceases to be
a voting member;
(e) if the director ceases to be a director, officer or employee of a voting member for a
period of 90 days; or
(f) by virtue of a merger of two or more voting members who each have representation on
the Board of Directors. In such circumstances, the Board of Directors shall determine
which director shall remain on the Board of Directors and which shall resign or be
removed. SECTION FOUR
POWERS OF BOARD OF DIRECTORS
Administration of Affairs: The Board of Directors of the organization shall administer the affairs of the organization and generally exercise all such other powers and do all such other acts and things the Corporation is authorized to do. Authorization of Expenditures: The Board of Directors shall have power to make and Authorize expenditures on behalf of the organization from time to time for the purpose of furthering the Objects of the firm. Agents and Employees:
The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors. The Board of Directors may delegate to an officer or officers of the firm the right to appoint such agents, engage such employees and pay remuneration to such persons. Grants and Donations: The Board of Directors may, on behalf of the firm acquire,
accept, solicit or receive grants, bequests and donations of any kind whatsoever for the purpose of furthering the objects of the organization
Office Consolidation of By‐Laws
November 23, 2013
Borrowing Powers: The Board of Directors are authorized from time to time:
(a) to borrow money upon the credit of the Corporation in such amounts and on such
terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise;
(b) to mortgage, charge, hypothecate, pledge or otherwise create a security interest in all or any property real and personal, immoveable and moveable, undertaking and rights of the organization owned or subsequently acquired, to secure any debt obligations of the organization present or future or any money borrowed or to be borrowed or any other debt or liability of the organization present or future;
(c) to give a guarantee on behalf of the Corporation to secure the performance of an obligation, of any person present or future; and
(f) to delegate to such officer(s) or director(s) of the firm as the directors may
designate all or any of the foregoing powers to such extent and such manner as the directors may determine. MEETINGS OF BOARD OF DIRECTORS
1 Calling of Meetings: The Chair, Director, or any three directors may at any time call a
meeting of the Board of Directors. There shall be at least one meeting of the Board of Directors per year.
2 Notice of Meetings: Two clear days' written notice, by facsimile, electronic mail or electronic transmission, or fourteen clear days' written notice, by mail of any meeting of the Board of Directors shall be given to all directors and such notice shall designate a time and place for such meeting. Notice of a meeting may be waived by all of the directors of the Firm. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the firm shall invalidate such meeting and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had there at.
3 Quorum: A majority of the directors of the organization shall constitute a quorum for any meeting of the Board of Directors. Office Consolidation of By‐Laws
November 23, 2013
4 Voting: Questions arising at all meetings of the Board of Directors shall be decided, unless otherwise determined in the by‐laws or by statute, by a majority vote. Each director shall have one vote. Directors may not vote by proxy. In the case of an equal number of votes, the motion or issue shall be considered defeated and the Chair shall not have a second or casting vote in any circumstances. Meetings by Teleconference: If all the directors of the firm consent generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to adequately communicate with each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.
5 each director has equal access to the specific means of communication to be used;
and
(c) each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. SECTION FIVE
COMMITTEES
Executive Committee:
(A) Number and Composition. There shall be an Executive Committee composed of the
Chair of the organization ,director and vice president who shall be appointed by the Board of Directors as
follows:
(a) The Secretary and each of the Vice‐Chairs of the organization shall each be a member of the Executive Committee;
(b) One member of the Board of Directors who is affiliated with a Broadcaster
Affiliate voting member shall be a member of the Executive Committee;
(c) provided that the Executive Committee shall contain at least one director
(d) The Board of Directors may, by majority vote replace any member of the
Executive Committee at any time, subject to the foregoing; and
(e) in addition, the immediate past Chair of the organization shall be a voting member of the Executive Committee. Office Consolidation of By‐Laws
November 23, 2013
(A) Quorum. Members of the Executive Committee shall constitute a quorum. (B) Powers. The Executive Committee shall perform such duties and exercise such powers as the Board of Directors may from time to time determine. (C) Meetings. Meetings of the Executive Committee shall be held at any time and place to
be determined by the Chair provided that two clear day’s written notice, by facsimile, electronic transmission or electronic mail, or seven clear days’ written notice by mail of any meeting of the
Executive Committee shall be given to all members of the committee and shall designate a time and place for such meeting. Notice of a meeting may be waived by all of the members of the Executive Committee. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the Corporation shall invalidate such meeting and any member of such committee may at any time waive notice of any proceedings taken or had thereat. (D) Executive members will select teams for helding workshops and training sessione
Office Consolidation of By‐Laws
November 23, 2013
Governance Committee:
(A) Number and Composition. There shall be a Governance Committee composed of at
least 2 directors of the Corporation one of whom shall be the Chair of the organization , one of whom shall not be a voting member and one of whom shall be a voting member, s. The Board of
Directors shall appoint the Governance Committee. Subject to the foregoing, the Board of Directors may, by majority vote, replace any member of the Governance Committee. (B) Duties, Term and Expenses. The Governance Committee shall be charged with overseeing compliance with the Board of Directors’ Arms‐Length Governance Guidelines by the Board of Directors and each of the committees of the Board of Directors. Governance Committee
members shall receive no remuneration for serving as such, but are entitled to reasonable preauthorized expenses incurred in the exercise of their duties. Office Consolidation of By‐Laws
September 23, 2013
12
SECTION SIX
OFFICERS
7.1 Officers: The officers of the organization shall be a Chair, President and Director
Officer (“President and Chair”), a Secretary and a director and any such other officers as the Board .Appointment of Officers: The Chair, the director and the Secretary of the organization shall be appointed at the first meeting of the Board of Directors following the election of such directors every five years the organization may be appointed by the Board of Directors at any time. Term of Office: All officers of the organization who are members of the Board of Directors shall hold office for the balance of the term of the directors who have appointed them, provided that the
Chair, the Treasurer and the Secretary of the organization shall only hold their office .All
officers who are not members of the Board of Directors shall hold office in accordance with their
employment contracts with the organization . All officers who are members of the Board of Directors shall be subject to removal by resolution of the Board of Directors at any time. Those officers who are not members of the Board of Directors shall be subject to removal in accordance with their employment contracts MEETINGS OF MEMBERS
Place of Meetings: The annual or any other general meeting of the members shall be held at any place in Pakistan shall occur at least once every 12 months within a reasonable time after the preparation and approval of the organization audited financial statements. Calling of Meetings: The Board of Directors, the Chair, President and CEO or any of them shall
have the power to call, at any time, a general meeting of the members of the Corporation. The Board of Directors shall have a special general meeting of the members on written requisition of members carrying not less than 40% of the voting rights. Notice Requirements: Fourteen days' notice shall be given to each voting member of any annual or special general meeting of members. Such notices shall be sent by mail by facsimile, e‐mail or electronic transmission. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. SECTION SEVEN
POLICIES
12.1 The Board of Directors may prescribe such policies not inconsistent with these by‐laws
relating to the management and operation of the organization as they deem expedient, provided that such policies shall have force and effect only until the next annual meeting of the members of the organization when they shall be confirmed, and, failing such confirmation at such annual meeting of the members, shall cease to have any force and effect. Office Consolidation of By‐Laws
November 23, 2013
AMENDMENT OF BY‐LAWS
The Board of Directors may from time to time enact by‐laws relating in any way to the organization or to the conduct of its affairs, including, but not limited to, by‐laws providing for
applications for supplementary letters patent, and may from time to time by by‐law, amend, repeal or re‐enact the by‐laws the approval of the Minister of Industry in respect thereof has obtained. REPEAL OF EXISTING BY‐LAWS
By‐law shall remain in full force and effect without amendment upon the coming into force of this bylaw. GENERAL
Corporate Seal: The seal, an impression of which is stamped in the margin hereof, shall be the seal of the firm. Head Office: Until changed in accordance with the company Act, the Head Office of the organization shall remain in Hunza, following such change the head office of the firm shall be moved to the municipality of GB, if authorized by by‐law, such other location in Pakistan
Ex*****on of Instruments: Contracts, documents or any instruments in writing requiring the signature of the organization shall be signed by any two of the Chair, Vice‐Chair(s) and President The directors shall have power from time to time by resolution to appoint officers or senior staff members on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The seal of the Corporation when required may be affixed to contracts, documents and instruments
in writing signed as aforesaid or by any officer or officers designated by the Board of Directors. Office Consolidation of By‐Laws
November 23, 2013
Fiscal Year End: Unless otherwise ordered by the Board of Directors, the fiscal year‐end of the firm shall be June 31. Auditor: The voting members shall at each annual meeting appoint an auditor to audit the accounts of the firm for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors. The auditors may not be a director, officer or employee of the firm or any member. SECTION EIGHT
Finance section
(a) Head of finance section shall be chair of the firm
(b) Finance manager shall be along with chair for the acquiring funds
(c) Finance Manager and chair of the firm shall be in communication shall be in communication with donors. (d) Sale of products shall be under responsibility of finance section
(e) Finance shall be responsible for all profits and loses
(f) Paid staff shall work under supervision of finance section
(g) Nature of business shall be selling of fresh and dry fruits, film production Documentary production ,news selling ,publishing ,food processing ,construction , trekking and tours ,Rent a Car services ,property dealing and selling and purchase of Gemstones and Minerals
