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Supporters Area

CONSTITUTION OF BRACE

Preamble

We, the members of BRACE, recognizing the urgent need to empower communities through civic engagement, social development, environmental stewardship, and educational reform, and determined to organize ourselves as a non-profit association under Section 42 of the Companies Act, 2017, do hereby adopt this Constitution to regulate our functions, obligations, rights, and responsibilities.

Article I – Name and Legal Status

  • The name of the association shall be “BRACE (Bahria Residents Association for Community Empowerment).”
  • BRACE is a not-for-profit company incorporated under Section 42 of the Companies Act, 2017, licensed by the Securities and Exchange Commission of Pakistan (SECP).
  • The registered office of BRACE shall be situated in Islamabad, Pakistan.

Article II – Vision and Mission

  • Vision: A just, inclusive, and self-reliant society built through empowered communities.
  • Mission: To organize, educate, and mobilize individuals and communities to address social, environmental, governance, and developmental challenges through participatory, sustainable, and lawful means.

Article III – Objectives

  • The objectives of BRACE are as enumerated in its Memorandum of Association, including but not limited to:
  • (a) Community mobilization and civic engagement.
  • (b) Youth and women empowerment through education and training.
  • (c) Environmental protection and public health initiatives.
  • (d) Promotion of ethical, civic, and constitutional values.
  • (e) Establishment of inclusive, future-focused educational models.

Article IV – Members

  • Membership shall be open to any individual who possesses the required level of expertise and supports the objectives of BRACE and complies with the terms outlined by the Board.
  • Every application shall be subject to board approval, as per the procedure defined in the Articles of Association.
  • Membership shall be non-transferable.
  • Members may be expelled or suspended based on misconduct, non-compliance, or actions prejudicial to BRACE’s objectives.

Article V – Governance Structure

  • BRACE shall be governed by a Board of Directors elected from among the members.
  • The Board shall consist of no fewer than three (3) members.
  • The term of office for each Director shall be three (3) years, subject to re-election.
  • The Board shall appoint a Chairman, Chief Executive, Secretary, and may constitute committees as required.

Article VI – General Body

  • The General Body shall comprise all active members of BRACE.
  • The General Body shall meet at least once a year at the Annual General Meeting (AGM).
  • Extraordinary General Meetings may be convened as per the Act and Articles.
  • Quorum for general meetings shall be either two members or 25% of total members, whichever is greater.

Article VII – Powers and Duties of the Board

  • The Board shall have full powers to manage and oversee the affairs of BRACE.
  • It shall formulate policies, appoint staff, manage finances, approve programs, and ensure legal compliance.
  • All decisions shall be recorded in duly maintained minutes.

Article VIII – Chief Executive and Officers

  • The Chief Executive shall be appointed by the Board and shall have executive authority, subject to oversight.
  • No person ineligible under Section 153 of the Act shall serve as Chief Executive or Director.
  • The Chief Executive may be removed by 3/4th of the Board or via special resolution.

Article IX – Finance and Audit

  • BRACE shall maintain transparent and lawful financial records.
  • No part of BRACE’s income or assets shall be distributed among its members.
  • Annual financial statements shall be prepared, audited, and approved by the General Body.
  • Auditors shall be appointed per Sections 246-249 of the Companies Act, 2017.

Article X – Meetings and Decision-Making

  • All Board and General Body meetings shall be conducted with due notice and recorded formally.
  • Board meetings shall be held at least once per quarter.
  • Resolutions may be passed through circulation if signed by all entitled directors.

Article XI – Amendments

  • Amendments to this Constitution shall be made through a special resolution passed by a two-thirds majority in a General Body meeting.
  • All amendments shall be subject to SECP approval where applicable.

Article XII – Winding Up

  • Upon dissolution, all surplus assets shall be transferred to another Section 42 company with similar objectives, with SECP and FBR approval.
  • No assets shall be distributed among members.

Article XIII – Indemnity and Secrecy

  • All directors, officers, and agents shall be indemnified against lawful liabilities incurred in good faith while discharging duties.
  • All records and proceedings shall be kept confidential except when disclosure is legally required.

 

Adopted by the founding members on the 20th day of November, 2023.