Rules & Regulations

1. Name of the Society:

The Name of the Society shall be “Special Purpose Vehicle Society” for the development of Lafarge Umiam Mining Areas of Meghalaya (herein referred to as the Society).

2. Registered Office of the Society:

The Name of the Society shall be “Special Purpose Vehicle Society” for the development of Lafarge Umiam Mining Areas of Meghalaya (herein referred to as the Society).

3. Scope and Application:

The area of operation of the Society shall cover the elakas/villages within a perimeter distance of 50 kms around the mining area which shall be approved by the SPV Committee from time to time.”

4. Objectives of the Society:

The Society shall function as the apex implementing and coordinating organization for the integrated Development of the Areas affected by the diversion of 116.589 Ha of land in Nongtrai, Shella, East Khasi Hills District and to work on the issues relating thereto.

• To take up various socio-economic schemes for the well being of the people in a non- profit making manner;
• To draw up plans and programmes and do all things ancillary and incidental to the objectives of the Society for the benefit and welfare of the people;
• To plan and execute special integrated area development programmes in areas identified;
• To identify bio-geographical areas needing protection and conservation;
• To plant, grow, cultivate, produce and raise plantations of all kinds of plants – agricultural, horticultural and plantation crops, medicinal or aromatic plants in connection with area development programmes;
• To undertake, promote and participate in development works for the ‘benefit’ and general welfare of the people residing in the areas taken up for special integrated development programmes;
• To deal in all kinds of agricultural, horticultural and plantation crops inputs;
• To undertake, transact and execute any scheme approved by Government or by any other authority relating to development on the areas identified for special area development;
• To plan, assist, finance and execute schemes relating to the minimum (basic) needs of the people such as education, health care, economy, irrigation and agriculture;
• To develop the recourses of land, to turn to account any land or any right over to or connected with land belonging to or in which the Society is interested by cleaning, drainage, fencing, irrigation and any soil conservation measures and by promoting irrigation and establishment of colonies, villages and settlements;
• To let out on hire all or any properties of the Society including stores and appliances of the Society.
• To improve, manage, work develop, alter, sell, exchange, lease, mortgage, transfer, enfranchise barter, turn to account, abandon or otherwise deal with all or any part of the property, rights and concessions of the Society;
• To pay all cost, charges and expenses, incidental to the promotion, formation, registration and establishment of the Society or its branches and to pay any commission, brokers’ fee, lawyers’ charges and to remunerate in cash or kind any person or persons for services rendered or to be rendered towards the achievement of the Society’s objectives;
• To employ persons as employees of the Society and such other staff on contract basis as may be found necessary for the efficient running of the activities of the Society;
• To employ, engage and pay experts or consultants, Indian or Foreign in connection with  the planning, conduct and development of all or any of the aspects of the Society’s activities, and to appoint such person or persons to represent the Society in any legal or other proceeding instituted by or against the Society in the Court of Law;
• To open account or accounts with any individual firm or companies or with any bank or banks and to pay into and to withdraw such money from such account or accounts;
• To invest the money of the Society not immediately required in such manner as may from time to time be determined;
• To take up other work that may be entrusted upon by the Government from time to time;
• To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objectives or any of them in Meghalaya as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental to the attainment of the above objectives.

5. Date of Commencement:

These rules shall come into force from the date on which the “Special Purpose Vehicle Society” is registered under Meghalaya Societies Registration Act, 1983.

6. Definitions:

• “Government” means the State Government of Meghalaya.
• “Central Government” means the Union Government of India.
• “MoEF” means the Ministry of Environment and Forest, Government of India.
• “Chairman” means the chairman of the Society.
• “Chief Executive Officer” means the Chief Executive Officer of the Society.
• “Secretary” means the Secretary of the Society.
• “Special Purpose Vehicle Society (SPVS) of development of Lafarge Umiam Mining Areas” means the Society for development of the areas around the Lafarge Umiam Mining Area in East Khasi Hills District of Meghalaya.
• “Treasurer” means the Treasurer of the Society.
• “Identified area” means an area identified by the Special Purpose Vehicle Committee in accordance with the order of the Honorable Supreme Court of India.
• SPV Committee (SPV) means Committee set up by the State Government as per Honorable Supreme Court directives.

7. Membership of the Society:

1. The members of the Society shall be nominated by the Special Purpose Vehicle Committee.
2. The official members shall continue to be members of the Society during their tenure of office or till the SPV Committee decides otherwise.
3. (a). The term of any non-official member of the Society shall be for 2 (two) years.
   (b). Any Non-official member who desires to resign from membership of the Society may at any time do so in writing to the Chairman, Special Purpose Vehicle Committee.

8. Roll of Members: 

The Society shall keep a roll of members and every member of the Society shall sign the roll and state therein his occupation and address. Any change of occupation and address shall be communicated to the Secretary.

9. Filling of Vacancy of members: 

Any casual vacancy in the membership of Society shall be filled by nomination of another person by the Special Purpose Vehicle Committee for such period as it may specify.

10. Cessation of Membership:

1. Membership shall Ipso facto terminate:
   • If a member dies;
   • If a member ceases to hold the office which led to his nomination to the membership of the Society.
   • If a member tenders his resignation of membership of the Society.
   • If a nomination of a member is cancelled by the Special Purpose Vehicle; 
2. On ceasing to be a member, the name shall be deleted from the roll of the members of the Society.

11. Society to exist despite vacancy etc.: 

The Society shall function notwithstanding any vacancy and any defect in the appointment of its members or the Board of Directors, and no act or proceedings of the Society shall be called in question merely because of the existence of any vacancy therein or any defect in the nomination of its members.

12. Composition of the Board of Directors: 

The Board of Directors shall comprise of the Chairman, the Chief Executive Officer, the Secretary, the Treasurer, and such other members as the Special Purpose Vehicle Committee may appoint.

13. Terms of the office: 

The Chairman, the Chief executive officer, the Secretary, the Treasurer, and other members of the Board of Directors, shall be appointed by the Special Purpose Vehicle Committee on such terms and conditions as the SPV Committee may decide.

14. Functions and powers of the Board of Directors: 

The Board of Directors shall;

• Generally direct the management of the business of the Society except for major policy matters which requires to be approved by the Special Purpose Vehicle Committee;
• Have the power to sanction expenditure.
• Be answerable to the Special Purpose Vehicle Committee for its functions and activities in all matters relating to the Society;
• Have the power to organize any necessary office or an organization under it to implement schemes of the Society and appoint persons other than those appointed by the Special Purpose Vehicle Committee under Rule 13 (1) and fix their emoluments and may define their powers and duties.

15. Powers and duties of the Chairman: The Chairman of the Society shall:–

• Preside over the meetings;
• Jointly with the Secretary sign the proceedings of the Board of Directors and the General Meeting.

Note: In any circumstances when the Chairman is absent to preside over the meeting, the Chief Executive Officer will preside over the same.

In Case both are absent but there is a quorum the members present will elect one member among them to preside over the meeting. The proceedings of such meetings shall be recorded by any member authorized by the Chairman elected and shall be signed by all members present in the meeting.

16. Powers and duties of the Chief Executive Officer: 

The Chief Executive Officer shall function as the Chief Executive of the Society.

Notwithstanding the provision of Rule 17 & 18 hereunder, the Chief Executive Officer shall:

• Plan and execute Special Integrated Area Development Programmes in the identified area;
• Identify biogeographical areas needing protection and conservation;
• Plan, grow, cultivate, produce and raise plantations of all kinds of plants – agricultural, horticultural and plantation crops, medicinal or aromatic plants etc., in the identified area.
• Undertake, promote and participate in development works for the ‘benefit’ and general welfare of the people living in the identified area;
• To deal with all kinds of agricultural, horticultural and plantation crops inputs and outputs;
• To undertake, transact and execute any scheme for the development of education, health care, economy, irrigation and agriculture in the identified area;
• To undertake schemes or projects in the identified area as directed or approved by the Board of Directors of the Special Purpose Vehicle Society;
• To exercise financial powers in general or as specially delegated to him;
• To employ person or persons as employees of the Society on a contract basis;
• To employ, engage and pay experts or consultants, Indian or Foreign in connection with  the planning, conduct and development of all or any of the aspects of the Society’s activities, and to appoint person/persons for representing the Society in any legal or other proceedings in the Court of Law;
• To authorize the Treasurer/Account Officer to pay the expenditure incurred by the Society on development activities;
• To open account/accounts with Bank/ Firms/ Companies and to pay in and to withdraw such money from such accounts;
• To invest the money of the Society not immediately required, in such manner as may be determined from time to time;
• To prepare the Annual Report of the Society;
• To do all other things ancillary and incidental to achieving the objectives of the Society.

17. Powers and duties of the Secretary: 

The Secretary of the Society shall:–

• Maintain all records of the Society;
• Records the proceedings of the Board of Directors as well as the General Meeting;
• Carry out all correspondences and also receive them on behalf of the Society;
• Prepare the agenda in consultation with the Chairman/CEO of the Society;
• Be the Ex-officio Board Member convening any committee if there is any;
• Exercise general supervision of all work of the organization and be responsible for the smooth running of the same in consultation with the Chairman/Chief Executive Officer.
• Prepare the annual report, present statement of audited accounts and place them before the General Body Meeting with the approval of the Board of Directors.
• Have the power to receive funds for the Society and deposit the same in the bank referred to in Rule 27 by the Board of Directors;
• Operate the accounts jointly with the Treasurer;
• Perform the duties of Administrative Officer of the Society as directed by the Chief Executive Officer;

18. Powers of the Treasurer: The Treasurer shall:-

• Maintain the accounts of the Society and keep a Cash Book for such purposes;
• Have the power to keep cash up to the limit of Rs. 20,000 (Rupees twenty thousand) for emergent payments as authorized by the Secretary and to withdraw money as recoupment within the limit of the cash balance.
• Prepare the annual statement showing the receipt and expenditure of the Society and to submit the same to the Secretary, who will place the statement before the Board of directors or the General Meeting with the approval of the Chief Executive Officer/ Chairman.
• Perform the duties of the Financial Adviser/Accounts Officer of the Society as directed by the Chief Executive Officer.

19. Notwithstanding the provisions of rules 15, 16, 17 and 18 above,

Nothing shall prevent the Special Purpose Vehicle Committee from allowing a person to exercise one or more of the powers and duties specified in the aforesaid rules.

20. Meetings: 

There shall be two types of meetings of the SOCIETY, namely:-

• Board of Directors 
• General Body Meeting.

 21 (a). General Body Meeting: 

The General Body Meeting may be called at any time. It shall be held at Shillong.

 21 (b). Annual General Body Meeting:

1. The Annual General Body Meeting shall be called once a year, either at the beginning or at the end of the year.
2. The Annual General Body Meeting shall:-

• Hear and discuss the report of the Society;
• Adopt the Accounts of the year and pass the same;
• Recommend the Budget for the next year to the Special Purpose Vehicle Committee for approval.
• Discuss other miscellaneous matters for the interest and benefit of the Society.

 21 (c). Board of Directors Meeting: 

The Board of Directors Meeting shall be called at any time by the Chairman in consultation with the CEO. The Board of Directors Meeting shall be held at Shillong.

22. Notice of Meetings: 

The Secretary shall convene all meetings. At least 10 days ‘notice shall ordinarily be given for General Body Meetings and Annual General Body Meeting and at least 7 days’ notice shall ordinarily be given for any Board of Directors’ meeting provided that if the Chairman so directs meeting may be convened at such shorter notice as the Chairman may consider sufficient in case of urgency so notified by the Chairman. Such a meeting will be known as an urgent Meeting.

23. Quorum: 

The quorum necessary for the General Body Meeting of the Society and the meeting of the Board of Directors shall be one-third of the total membership of the Society or the Board of Directors as the case may be.

24. Adjourned meetings: 

If a meeting is adjourned for want of quorum, no quorum will be necessary for the adjourned meeting if it is held within 30 days from the date of adjournment.

• Business by Circulars:
  “Any business which it may be necessary for the Board of Directors/General Body of the Society to transact (except such as may be placed before the Annual General Body meeting of the Society) may be transacted by circulars among all of its members and any resolution so circulated and approved by the majority of the members signing the circulars, shall be as effectual and binding as if such a Resolution has been passed at the meeting of the Board of Directors/General Body of the Society.”
• Minutes of the meetings:
  The minutes of all meetings shall be kept in the register maintained for the purpose and shall be signed by the Chairman of the meeting at which the minutes are confirmed and copies of minutes of all meetings of the Society shall be sent to the members irrespective of the agenda or otherwise at any particular time.

25. Funds: 

Funds of the Society will be placed with the Society by the Special Purpose Vehicle Committee constituted in accordance with the order of the Honorable Supreme Court of India.

26. Operational year: 

The operational year of the Society shall be the financial year adopted in Government organization.

27. Authority to draw money from the bank: 

The funds of the Society shall be kept in the name of the Society with the State Bank of India, Secretariat Branch jointly operated by the Secretary and the Treasurer and in absence of the treasurer, any other member of the Board of Directors authorized in this behalf by the Board.

28. Auditing of Accounts:

1. The Accounts of the Society, shall, to be placed before the General Meeting, be audited by an auditor to be appointed by the Society in a General Meeting.
2. Notwithstanding what is provided in Sub-rule above the accounts of the Society shall be audited by an auditor to be appointed by the Special Purpose Vehicle Committee or by the Accountant General [Audit].

29. To sue or to be sued: 

The Society shall have the right to sue or to be sued in the name of the Secretary.

30. Amendments: 

Amendments to these Rules shall be effected by the Board of Directors of the Society, by a majority of not less than half of the total members present and voting after approval of the General Body and SPV Committee.

Dissolution of the Society: 

The Society may be dissolved by the Special Purpose Vehicle Committee as and when necessary. In the event of dissolution of the Society the assets, whatever remaining after satisfaction of all debts and liabilities shall be disposed of off in such manner as the Special Purpose Vehicle Committee may decide so that no part of it shall be distributed to any member in his or her capacity.