CONSTITUTION – INSMA

These Rules and Regulations aims to establish a framework of good governance and practices to be followed by INSMA Sport Managers’ Association herein after referred to as ‘INSMA’ or ‘Indian Sport Management Association’ or ‘the Organisation’ and is envisaged to be implemented as a binding code of mandatory minimum requirements for administration and governance of the Organisation, which will be compliant in all respects and ensure transparency, accountability, and observance of democratic values in the conduct of the business of the Organisation.

Chapter 1: Definitions and General Provisions

Article 1: Interpretations and Definitions

The abbreviations or the terms used anywhere in these Rules, unless the context otherwise require:

“AASM” shall mean the Asian Association for Sport Management.
“Act” shall mean The Companies Act 2013 and rules made there under both amended from time to time.
“AGM” shall mean the Annual General Body Meeting of the Organisation.
“ALGED” shall mean the Asociación Latinoamericana de Gerencia Deportiva.
“Appropriate Governmental Authority” shall mean the relevant ministry and/or department of the Government of India or any State Government/union territory, statutory bodies, autonomous organizations, corporations, associated with the Sector.
“ASMA” shall mean the African Sport Management Association.
“Auditor” shall mean the auditor for the time being of the Society appointed at the Governing Body meeting.
“Conference” shall mean the annual conference organised or licensed by the Organisation.
“Corporate Member” shall have the meaning ascribed to it in Article 8(5) of this Constitution.
“Director” means and include all Directors of the Organisation and except where the context otherwise requires for those Articles shall mean the Board of Directors of the Company, or a properly constituted committee thereof.
“Disqualification Event(s)” shall mean the happening of any of the following events with respect to a person:
1. Attainment of the age of sixty (60) years;
2. Having charges framed or being convicted by a court of competent jurisdiction in India for an offence by imprisonment for two (2) or more years. Provided that where charges are framed, the person shall be disqualified until acquittal and where the person is convicted, he shall be disqualified for a further period of two terms. If such person prefers an appeal or an application for revision and the Court stays the trial or conviction as the case may be, such person shall not be disqualified during the period such stay is in operation. However, in regard to an appeal by a convicted person, the disqualification will not cease if a stay of sentence is ordered and not a stay of the conviction itself;
3. Being absent from the annual conference organised by INSMA without providing a notice of two (2) months;
4. Being banned from participation in any sporting activity by the Supreme Court of India or any competent jurisdiction in India, till the date of culmination of the ban;
5. Being declared of unsound mind;
6. Being declared insolvent under applicable law;
7. Being or becoming a member of either houses in the Parliament of India; or a member in the State Legislative Assembly; or a member in the Municipal Corporation or Municipal Council or Panchayat Samiti or Gram Panchayat;
8. Holding any office or post in AASM, ALGEDE, EASM, NASSM or SMAANZ unless approved by the Organisation;
9. Not holding or not pursuing a Masters’ or a Doctorate Degree in Sport Management/Sport Business Management/Management (General) or in any other field of study as deemed appropriate by the Governing Body from a recognised university in India or abroad;
10. Completion of the maximum term of office of any particular office-bearer as specified in Article 23, without serving the specified cooling-off period of two (2) years where applicable.
“EASM” shall mean the European Association for Sport Management.
“Electoral/Returning Officer” shall mean the individual appointed to conduct and supervise the elections as stipulated in Article 21 of this Constitution, and deal with related issues thereto.
“General Body” shall mean the general body comprising of all the Members of the Organisation.
“Governing Body” shall mean the body as constituted under the Rules and which shall be the body to look after the overall administration and management of the affairs of the Organisation.
“Governing Body Member” shall mean a member who is member of the Governing Body.
“INSMA” shall mean the Indian Sport Management Association.
“Institutional Member” shall have the meaning ascribed to it in Article 8(4) of this Constitution.
“Intellectual Property Rights” shall mean any and all rights in patents, trademarks, copyrights and designs pertaining to symbols, names, images, logos, course content, product, material, software, design, digital or non-digital material or other work created as a consequence of implementation of the objects of the Organisation and all other intellectual property rights and equivalent and similar forms of protection, whether registered or unregistered, as well as the applications for registration and the right to apply for registration of any of these rights, in all cases which are used or owned by the Organisation.
“Judicial Body/Bodies” shall mean any or all of the bodies established or set up by the IASM, as detailed in Article 46 of this Constitution.
“Legal Counsel” shall mean the legal counsel of the Society, the details of which are set out in Article 34 of this Constitution.
“Member” shall mean any person who becomes a member in accordance with the Rules and shall include all classes of members.
“Memorandum of Association” shall mean the memorandum of association of the Organisation.
“Month” shall mean calendar month of the Indian calendar.
“NASSM” shall mean the North American Society for Sport Management.
“Ordinary Members” shall have the meaning ascribed to it in Article 8(2) of this Constitution.
“Organisation” shall mean the “INSMA” which is an autonomous body incorporated as a Section 8 Company under the Companies Act 2013.
“President” shall mean the President of the Society.
“Register of Members” shall mean the register of Members, as set out in Article 11 of this Constitution.
“Reserved Matters” shall have the meaning ascribed to it in Article 17 of this Constitution.
“Rules” shall mean the rules of the Society and as amended from time to time in accordance with the procedure contained herein.
“Seal” shall mean the common seal, if any, from time to time of the Organisation.
“Secretary” shall mean the General Secretary of the Organisation, the details of which are set out in Article 32 of this Constitution.
“Sector” shall mean the field of Sport Management, Sport Business, Sport Policy, Sport Law and Sport Administration.
“SGM” shall mean the Special General Body meeting of the Society.
“SMAANZ” shall mean the Sport Management Association of Australia and New Zealand.
“Standing Committee(s)” shall mean the committees as detailed in Article 38 of this Constitution.
“States” shall mean and include each state of the Union of India and each of its Union Territories.
“The Office” means the Registered Office for the time being of the company.
“The Registrar” means the Registrar of Companies.
“Treasurer” shall mean the Treasurer of the Society, the details of which are set out in Article 33 of this Constitution.
“Union of India” or “India” shall mean the sovereign, socialist, secular, democratic republic of India.
“Vice President (Education)” shall mean the Vice President of education, the details of which are set out in Article 28 of this Constitution.
“Vice President (ESG)” shall mean the Vice President of environmental, social, and corporate governance of the Society, the details of which are set out in Article 29 of this Constitution.
“Vice President (Marketing)” shall mean the Vice President of marketing and community-relations of the Society, the details of which are set out in Article 30 of this Constitution.
“Vice President (Research)” shall mean the Vice President of Research of the Society, the details of which are set out in Article 31 of this Constitution.
“WASM” shall mean the World Association of Sport Management.
“Year” shall mean the period commencing from the 1st of January and ending with the 31st of December of the calendar year.

Article 2: Name, Headquarters and Affiliation

The name of the Organisation shall be INSMA Sport Managers’ Association, whereby referred to as INSMA, which is registered under the Companies Act 2013 with the Ministry of Corporate Affairs, India.
The registered office of the society shall be situated in West Bengal. The operational office can be based anywhere in India depending on the decision of the Directors.
The logo(s) of INSMA has been listed in Schedule 1.
INSMA seeks to gain recognition of AASM and WASM as the society for academics and industry professionals with interest in sport in India. Accordingly, it is self-obliged to maintain a good standing and respect the statutes, regulations, directives, and decisions of WASM and AASM in accordance with the rules and regulations of the society and all applicable laws laid down by the Supreme Court, and any other competent Court in India, and to ensure that these are likewise implement and respected by its Members.

Article 3: Objectives of INSMA

To protect the interest of its members.
To promote upskilling of Sport Management graduates to deliver their services in an ethical and competent manner in line with international standards and to form, acquire, run, operate teams in various sports and games to take part in domestic, national and international events.
To promote, stimulate and encourage education and research in the theoretical and applied field of sport management and contribute in making India a premier sport management research centre for students and professionals and contribute towards a self-sufficient resource pool for Sport Management researchers and practitioners of Indian origin.
To convene congresses, seminars, conferences, or symposia on aspects of sport management for image building, marketing and entertainment.
To facilitate and strengthen cooperation among the sport management colleges and scholars in India and abroad through participation in conferences and workshops.
To assist in the development of sport management programmes/organizations and professional preparation programmes/organizations for mutual benefits and progress of sport management scholarship in India.
To liaise with National Sports Federations (e.g., AIFF, BCCI, etc) to reduce the employability gap between academia and industry.
To liaise and partner with overseas academic and professional societies to learn best practices.
To oversee and co-ordinate the official publications of the organisation including the preparation and circulation of newsletters and reports on sport management from around the world.
To collaborate with international organisations such as universities, academies and professional associations to provide the latest research and best practices for Sport Management students, graduates, practitioners and researchers of Indian origin.
To select and control the representation of INSMA to congresses, conferences and symposia organised by WASM and all affiliated members of WASM, as well as other global events.
To maintain current assets and any further assets, if acquired, in the name of aforesaid society, that is INSMA.
To conduct and take such administrative, financial, or other actions as are necessary and in confirmative with and in furtherance of its objects.
To grant membership to members as decided under the Rules and Regulations of the Organisation.
To take disciplinary action against any members of the Organisation for any type of misbehaviour or undesirable activity bringing discredit to the Organisation. This can be done by calling a board meeting with a notice of five (5) working days and the decision has to be approved by the majority shareholder(s) of the Organisation.
To procure, collect and accept donations, contributions, and membership subscriptions on such terms as it may consider reasonable.
To subscribe out of the funds of the Organisation to any such fund or institution, charitable or otherwise, and in such manner, as the Organisation may deem advisable.
To amalgamate or co-operate with any organisation having all or any of their objects similar to any of the objects of the Organisation subject to compliance of relevant statutory provisions.

Article 4: INSMA Bodies

The General Body is the supreme legislative body of the Organisation.
The Governing Body is the executive body of the Organisation.
There shall be Standing Committees and departments as defined in Article 38 to advise the General Body and Governing Body in fulfilling their duties. Their primary duties are defined in this Constitution and their composition, function and additional duties may be further specified as required from time to time by the General Body in accordance with this Constitution.

Article 5: Non-discrimination and Stance against Racism

INSMA is an autonomous organisation without any political affiliation and is neutral in matters of politics, region, gender, caste, or community.
Discrimination of any kind against a country, state or union territory, organisations, legal or natural person or group of people on account of race, caste, skin colour, ethnicity, national, regional or social origin, gender, language, religion, political views or opinion or any other opinion, wealth, birth or any other status, sexual orientation or any other reason, is strictly prohibited and punishable by suspension or expulsion as well as any additional penalty that may be deemed to be appropriate by INSMA or the INSMA Judicial Bodies.

Article 6: Code of Conduct

Committee members of the INSMA Judicial Bodies, Standing Committees, and Governing Body of the Society and its Members must observe the Rules and Regulations, decisions, and Code of Ethics of INSMA in their activities and all applicable laws laid down by the Supreme Court and any other competent Court in India.
All the above mentioned parties shall ensure that any contract or agreement they enter into with any third party on behalf of the Organisation is approved by the General Body with a 50% + 1 (fifty percent + 1) majority in an AGM or SGM and shall ensure compliance with the Rules and Regulations, decisions, and Code of Ethics of INSMA in their activities and all applicable laws laid down by the Supreme Court and any other competent Court in India.

Article 7: Language

English is the official language of the Organisation.
INSMA may, if deemed necessary, introduce translated versions of Code of Ethics, Rules and Regulations, etc in vernacular languages. Such translated versions shall be merely to enable greater and faster development of the Organisation, and in the event of any doubt, omission or contradiction whatsoever between the vernacular version and the English version of the document, the latter shall prevail.

Chapter 2: General Body

Article 8: Types of Membership and Rights

The General Body of the Organisation shall be composed of the following classes of Members: (a) Founder Members (b) Ordinary Members (c) Institutional Members (d) Corporate Members (e) Honorary Members. The definition of a member shall be the same as published in the Act by the Registrar of Companies.
Founder Member(s): The subscribers to the Memorandum of Association shall be the Founder Members. Further, any person who takes an active part in the establishment of the Organisation and is accepted for enrolment as such by the subscribers to the Memorandum of Association before the first meeting of the General Body, shall be the Founder Member. Founder Members have the following rights:
1. To be a part of the General Body and participate fully in meetings of the Organisation.
2. To be a part of the Governing Body and participate fully in meetings of the Organisation.
3. To draw up proposals for inclusion in the agenda of the General Body.
4. To nominate candidates (including themselves) for election for the posts in the Governing Body of the Organisation in accordance with the Regulations.
5. To award Honorary membership in accordance with Article 8(6) of this Constitution.
6. To vote in the elections for the posts in the Governing Body of the Organisation in accordance with the Regulations.
7. To take part in conferences/symposia/workshop owned/organised/approved by the Organisation.
8. To exercise all other rights arising from this Rules and Regulations and other INSMA Regulations.
Ordinary Member(s): Any person having the requisite academic qualification associated with the Sector and further intending to work with the Society for the achievement of Sector skill development. Ordinary Members have the following rights:
1. To be a part of the General Body and participate fully in meetings of the Organisation.
2. To be a part of the Governing Body and participate fully in meetings of the Organisation.
3. To draw up proposals for inclusion in the agenda of the General Body.
4. To nominate candidates (including themselves) for election for the posts in the Governing Body of the Organisation in accordance with the Regulations.
5. To vote in the elections for the posts in the Governing Body of the Organisation in accordance with the Regulations.
6. To take part in conferences/symposia/workshop owned/organised/approved by the Organisation.
7. To exercise all other rights arising from this Rules and Regulations and other INSMA Regulations.
Institutional Member(s): Any academic or cultural body or local body constituted by local governing bodies, including a university, department, registered Organisation, or trust interested in academic, cultural, or social work in the Sector. Institutional members have the following rights:
1. To be a part of the General Body and participate fully in meetings of the Organisation. However, in such meetings, Institutional members shall have one (1) representative having one (1) vote.
2. To vote in the elections for the posts in the Governing Body of the Organisation in accordance with the Regulations. However, each institutional member will have one (1) vote in the Governing Body elections.
3. To draw up proposals for inclusion in the agenda of the General Body.
4. To nominate candidates for election for the posts in the Governing Body of the Organisation in accordance with the Rules and Regulations.
5. To take part in conferences/symposia/workshop owned/organised/approved by the Organisation.
6. To organise conferences/symposia/workshop on behalf of the Organisation in accordance with the Rules and Regulations.
7. To exercise all other rights arising from this Rules and Regulations and other INSMA Regulations.
Corporate Member(s): Any public or private companies in the Sector and further intending to work with the Organisation for the achievement of Sector skill development. Corporate Members have the following rights:
1. To be a part of the General Body and participate fully in meetings of the Organisation. However, in such meetings, Corporate members shall have one (1) representative having one (1) vote.
2. To vote in the elections for the posts in the Governing Body of the Organisation in accordance with the Regulations. However, each Corporate member will have one (1) vote in the Governing Body elections.
3. To draw up proposals for inclusion in the agenda of the General Body.
4. To nominate candidates for election for the posts in the Governing Body of the Organisation in accordance with the Rules and Regulations.
5. To take part in conferences/symposia/workshop owned/organised/approved by the Organisation.
6. To organise conferences/symposia/workshop on behalf of the Organisation in accordance with the Rules and Regulations.
7. To exercise all other rights arising from this Rules and Regulations and other INSMA Regulations.
Honorary Member(s): Any person having the requisite academic qualification associated with the Sector and deemed suitable by Founding member(s) to further the objectives of the Organisation on the basis of their professional expertise. Honorary Members have the following rights:
1. To be a part of the Advisory Committee as set out in Article 39 of this Constitution.
2. To draw up proposals for inclusion in the agenda of the Governing Body.
3. To take part in conferences/symposia/workshop owned/organised/approved by the Organisation.
4. To exercise all other rights arising from this Rules and Regulations and other INSMA Regulations.

Article 9: Eligibility Criteria for Admission of Members

All application of membership must be made through the membership form and containing information required by the Governing Body from time to time.
The membership of INSMA shall be open to everyone, subject to the approval of the Governing Body.
The Governing Body shall form three members Membership Committee with a quorum of two from amongst its members, who shall be responsible for accepting applications, scrutinizing them, and recommending for membership to the Governing Body.
All membership applications shall be processed by the Membership Committee within five (5) working days, following the receipt of application.
If the application is approved, the member need to make a payment as applicable to their membership category via Bank transfer to the Organisation.
Upon approval by the Governing Body, the applicant shall be granted membership of the Organisation to the category as applicable to them.

Article 10: Admisssion Fee and Subscription

The admission fee and the annual subscription shall be as under unless otherwise revised by the Governing Body of the Organisation:
1. Founder Member(s) – INR 1499
2. Individual Member(s) – INR 1499
3. Institutional Member(s) – INR 15999
4. Corporate Member(s) – INR 24999
If an Individual member is classified as a student, upon production of valid documents, a 66% discount will be applied to the annual subscription charges for an Individual member.
If a Corporate member is classified as a start-up, upon production of valid documents, they will be eligible to pay the same amount of annual subscription charges for an Institutional member.
The Governing Body shall have the power to increase, decrease or vary the amount of annual subscription from time to time. Additional subscription, in addition to the annual subscription referred to hereinabove, may be collected by the Governing Body from Members for a general or specific purpose or project.
All dues, including annual subscription, additional subscription as provided in these Rules and any other dues or contributions, are payable to the Organisation within five (5) working days from the date of demand.
The expiry of the membership will be on the last day of the calendar year, irrespective of when the member subscribed to the association.
Early Renewal of the membership for subsequent calendar year will be available between thirty (30) and one (1) day(s) from the end of the current calendar year.

Article 11: Register of Members

The Organisation shall maintain a Register of Members containing the following information:

The names, addresses and other relevant particulars of all the Members of the Organisation (names, addresses, contact details etc) from the date on which such persons have been accepted as Members.
All changes taking place in the membership from time to time.
Such other information as is relevant and for which decision is taken by the Governing Body from time to time.

No person shall be considered a Member or entitled to exercise any rights and privileges of a Member unless he has signed the Register of Members.

Article 12: Termination or Cessation of Membership

A Member shall cease to be a member of the Organisation in any of the following events:
1. On his/her/their Death.
2. On his/her/their written resignation.
3. Having charges framed or being convicted by a court of competent jurisdiction in India for an offence by imprisonment for two (2) or more years.
  Provided that where charges are framed, the person shall be disqualified until acquittal and where the person is convicted, he shall be disqualified for a further period of two terms. If such person prefers an appeal or an application for revision and the Court stays the trial or conviction as the case may be, such person shall not be disqualified during the period such stay is in operation. However, in regard to an appeal by a convicted person, the disqualification will not cease if a stay of sentence is ordered and not a stay of the conviction itself.
4. If adjudged insolvent.
5. If found to be involved in anti-social activities.
6. If found guilty of anti-propaganda in relation to the aims and objects of the Organisation.
7. If he/she/they fails to pay the subscription or contribution for five (5) business days from the due date.
8. If he/she/they disregards the Rules or disobeys the decisions of Governing Body.
9. In the case of a partnership firm if it is dissolved or adjudged insolvent.
10. In the case of a partnership firm, if the partners are convicted of an offence involving moral turpitude.
11. In case of a company, Organisation, or association, it goes into liquidation or is dissolved.
12. On being or becoming a member of either houses in the Parliament of India; or a member in the State Legislative Assembly; or a member in the Municipal Corporation or Municipal Council or Panchayat Samiti or Gram Panchayat.
13. On being disqualified under the Act from becoming a member of the Organisation.
The decision of the Governing Body regarding the termination from the membership of the Organisation shall be communicated to the Member concerned via email.
If it appears to the Governing Body that any Member has been guilty of any conduct likely to reflect detrimentally on the Organisation or has acted in a manner inconsistent with these Rules, it shall be competent for the Governing Body to request such Member to resign within one (1) month after such request, and if the Member fails or refuses to do so, the Governing Body shall thereupon convene a meeting and if at such a meeting, majority of the Members present and voting approve the expulsion of the Member, such Member shall thereupon cease to be a Member.
Any Member who shall cease for any reason to be a Member shall nevertheless remain liable for and shall pay to the Organisation, all monies, which at the time such Member ceases to be a Member may be due from such Member. Any Member dis-affiliated, may re-apply for membership of the same to the Governing Body by paying their liabilities if any remains due.
The Governing Body may, in their absolute discretion, waive or remit the claim of the Organisation to all or any part of subscription and/or any other dues in respect of any Member, group of Members or all Members.

Article 13: Rights and Privileges of Members

In addition to the rights mentioned in Article 8(2) to Article 8(6) of this Constitution, every Member of the Organisation has the following rights and privileges:

Shall have the right to give their considered views/opinion to the General Body, which may help in the furtherance of the objects of the Organisation and its smooth functioning.
Shall have the right to receive information and exchange of information of mutual interest.
Shall have a right to obtain any information concerning the affairs of the Organisation after giving twenty (20) business days’ notice.
Shall have the right to attend the General Body meeting, provided there are no outstanding dues against them.
May vote in favour or against any resolution in the General Body meetings.
Shall be entitled to inspect the records of the Organisation with the prior approval of the Governing Body.
Have the right to collect the identity card and membership certificate after depositing the required/prescribed fee (whether admission or not to be mentioned on a case to case basis) fixed by the Governing Body from time to time.
Shall enjoy all facilities, provided by the Organisation.
Every expelled Member shall have a right to prefer and appeal to the General Body for re-admission against the reason of expulsion and the decision of the General Body shall be final provided that a Member who is in arrears of subscription at the time of voting and/or against whom any disciplinary action is pending shall have no right to vote unless he pays all the arrears and/or unless disciplinary action is decided finally in his favour under these Rules.
Shall be entitled to challenge for any irregularity in the accounts and other records of the Organisation and can refer it to the President.

Article 14: Duties

Every member of the Organisation shall:

Attend the General Body meetings regularly.
Give the necessary information to the Organisation, pertaining to any matter which is necessary to be known by the Organisation.
Not indulge in activities which are prejudicial to the aims and objects and/or the Rules.
In the event of any changes in his address, telephone number and other details, promptly notify within five (5) business days the new address, telephone number or other details to the Secretary, who shall thereupon enter the same in the Register of Members.
To pay their membership subscription or dues on time.

Chapter 3: Organisation

Article 15: General Body

A General Body Meeting may be an ordinary AGM (Annual General Body Meeting) or a SGM (Special General Body Meeting).
The General Body shall consist of all the Members of the Organisation mentioned in the Register of Members who are not disqualified by any prior resolution of the Governing Body and who are not in arrears at the time of meeting of the General Body.
All Founder Members and Ordinary Members shall be entitled to one independent vote each, and all Corporate Members and Institutional Members shall be represented by entitled to one independent vote each. Voting by letter or proxy shall not be permitted.
Any member of the Governing Body who satisfies any of the criteria which have been deemed to be a Disqualification Event shall be ineligible to attend the AGM or SGM or vote in the same.
Any person who satisfies any of the criteria which have been deemed to be a Disqualification Event under this Constitution shall not be allowed to represent any Institutional Member of Corporate Member in the AGM or SGM or vote in the same.
The AGM shall be held once in every year either on the first Monday of the December or on any date before that as deemed suitable by the Governing Body with a quorum of 75% (three-fourth) of its members before the end of the calendar year. No two AGMs can be held within nine (9) months of each other.
Minimum ten (10) business days’ notice shall be given by the Secretary to the Members, before the date of the AGM, enclosing an agenda specifying date, time, place, and issues to be discussed. The circulation of the notice in the manner provided in the Rules shall be considered as notice served. The notice shall also be displayed on the website of the Organisation.
The AGM shall be presided by the President of the Organisation. In his absence, the Secretary shall preside. If both the President and the Secretary of the Organisation are absent, the AGM shall be presided by a member elected by members of the Governing Body present in the meeting.
The quorum of the AGM shall be half (50%) of the total strength of the General Body present in person. If within half an hour from the time appointed for holding the meeting, the quorum is not present, the meeting shall stand adjourned to such time and date as may be determined by the President of the meeting.
The General Body of the Organisation shall have the following power and functions:
1. To formulate the policies of INSMA and the principles on which they shall be carried out.
2. To elect Members of the Governing Body at the expiry of their terms.
3. To elect the host of the Annual Conference of the following year of the INSMA.
4. To receive, consider and adopt the annual report and audited statement of accounts for the previous year.
5. To consider and sanction (with or without modifications) the budget estimated for the ensuing year.
6. To appoint Standing Committees and Judicial Bodies for the ensuing year.
7. To maintain good relations and collaborations with AASM, ALGED, ASMA, EASM, NASSM, SMAANZ and WASM.
8. Such other business that is required to be done by the General Body.

Article 16: Ordinary Annual General Body Meeting and Agenda

The AGM shall be held once in every year either on the first Monday of the December or on any date before that as deemed suitable by the General Body with a quorum of 50% (half) of its members before the end of the calendar year. No two AGMs can be held within nine (9) months of each other.
Elections and Nominations to the Governing Body shall take place every four (4) years only at the AGM by way of an online secret ballot.
Minimum ten (15) business days’ notice shall be given by the Secretary to the Members, before the date of the AGM, enclosing an agenda specifying date, time, place, and issues to be discussed. The circulation of the notice in the manner provided in the Rules shall be considered as notice served. The notice shall also be displayed on the website of the Organisation.
The quorum of the AGM shall be 50% (half) of the total strength of the General Body present in person. If within half an hour from the time appointed for holding the meeting, the quorum is not present, the meeting shall stand adjourned to such time and date as may be determined by the President of the meeting.
The following, not being an exhaustive list, shall be a part of the agenda of an AGM and shall indicate part of the business to be conducted at an AGM, in addition to any other item or business added to the agenda by the Members of the President:

A declaration that the AGM has been convened by the Secretary.
Roll call.
Approval of the agenda.
Address by the President.
Appointment of two (2) Members to check the minutes.
Review and adoption of Secretary’s activity report (containing the activities since the last AGM).
Consideration and passing of the audited statement of accounts and balance sheet of the Organisation for the preceding Financial Year.
Consideration of any recommendations of the Governing Body or the Standing Committees.
Approval of the Annual Budget.
Holding elections of the Governing Body (when applicable).
Finalisation of calendar of yearly events.
Announcement of the host of the Annual INSMA Conferences by the Vice President (Education).
Appointment of the Standing Committees and INSMA Judicial Bodies (if applicable).

The annual report approved and audited statement of accounts and balance sheet of the Organisation and minutes of the AGM shall be sent via email and posted on the website within fifteen (15) working days after the AGM.

Article 17: Special General Body Meeting

A Special General Meeting (SGM) may be called by the Secretary by seeking approval from the Governing Body with a quorum of three-fifth (66%) and providing a notice of at least five (5) business days before the meeting. There shall not be more than three (3) SGMs in a calendar year, unless approved by the President of the Organisation.
The SGM shall be presided by the President of the Organisation. In his absence, the Secretary shall preside. If both the President and the Secretary of the Organisation are absent, the SGM shall be presided by a member elected by members of the Governing Body present in the meeting.
The quorum of the SGM shall be three-fifth (60%) of the total strength of the General Body present in person. If within half an hour from the time appointed for holding the meeting, the quorum is not present, the meeting shall stand adjourned to such time and date as may be determined by the President of the meeting.
The following, not being an exhaustive list, shall be a part of the agenda of a SGM and shall indicate part of the business to be conducted at an SGM, in addition to any other item or business added to the agenda by the Members of the Organisation:
1. Alteration of Memorandum of Association or the Rules and Regulations of the Organisation.
2. Appointment or change of the Auditor for fund raising if the amount exceeds Rs 25 Lakhs (Rupees Twenty Five Lakhs).
3. Receipt of grants/borrow money/loan/assistance.
4. Fixing the key commercial terms of contracts if the value of such contracts exceeds Rs 25 Lakhs (Rupees Twenty Five Lakhs).
5. The entry into by the Organisation of any contract where the monetary value involved exceeds Rs 25 Lakhs (Rupees Twenty Five Lakhs).
6. Any increase or decrease in the number of members in the Governing Body.
7. Amalgamation and division of the Organisation.
8. Change in name of the Organisation.
9. Change of objects of the Organisation.
10. Dissolution of the Organisation.
11. IPR related issues pertaining to licensing, sub licensing, joint usage amongst others.

Article 18: Suspensions and Resignations

The General Body has the authority to suspend a Member, with a recommendation to that effect by the Governing Body, if the conduct of the Member is adverse to the best interests of the Organisation, or if the Member has violated his financial obligations of this Rules and Regulations of the Organisation.
Such suspension shall last until the following General Body Meeting (AGM or SGM, whichever falls first), unless the Governing Body has lifted the suspension in the meantime, with reasons for the same to be recorded in writing, provided that that atleast a majority of the individuals entitled to vote in the Governing Body meeting on that date agree for the same. Any such revocation of suspension by the Governing Body, shall be subject to final review and approval of the Founder Members of the Organisation.

Article 19: Amendments to the Memorandum of Association, or Rules and Regulations

The INSMA Memorandum of Association, Schedules thereto and Rules and Regulations can be amended at a Governing Body Meeting of the Organisation, provided that such resolution is passed and adopted by a quorum of two-thirds (66%) majority of all members of the Governing Body of the Organisation and is not repealed or veto-ed by the Founder Members of the Organisation. The quorum for any such SGM shall be four-fifth (80%) of the total strength of the General Body.
Any proposal for an amendment to this Constitution must be submitted in writing (or via email) by at least two (2) members jointly with a brief explanation to a member of the Governing Body at least ten (10) business days before the date of the concerned meeting.
Following the approval of amendments to Memorandum of Association, Schedules thereto and Rules and Regulations, the same must be submitted by the Governing Body to the Registrar of Companies within five (5) business days for approval.

Article 20: Minutes

The entire proceedings of General Body Meetings, both AGMs and SGMs are required to be recorded and preserved securely in an unedited form on video by INSMA, and the minutes shall be duly paginated, preserved and published by the INSMA in a minute book and the website of the Organisation.

Article 21: Elections

The term of the Governing Body shall last till the next election to be held in a month before the AGM in the year of the election.
The positions in the Governing Body for which elections will take place, are listed in Article 22.
Election shall be held once in four (4) years at least one month before the due date in the year in which Elections are due to elect the Governing Body from amongst the Register of Members, who have been authorised to attend the AGM.
The election shall be done by secret ballot papers or through a pre-agreed online mechanism or by show of hands as the election officer may decide.
The election officer will be appointed by the Governing Body. The powers of the election officer shall be framed by the Governing Body before the first election of the Organisation, in accordance with Schedule 2 of this Rules and Regulations.
No Member shall be eligible for election as a member of the Governing Body unless all the dues, in terms of the Rules, of that Member have been paid to the Organisation before the date of their offering for such election.
No Member shall be eligible for election as a member of the Governing Body should they satisfy any of the criteria which have been deemed to be a Disqualification Event under this Constitution.
Apart from Article 21(6) and 21(7) of this Constitution, any member willing to nominate themselves for election as a member of the Governing Body shall pass “The Fit and Proper Persons Test”, in accordance with Schedule 3 of this Rules and Regulations.
A by-election can be called by the Governing Body to fill up any vacancies at a AGM or SGM with approval from the Directors of the organisation.

Article 22: Composition of the Governing Body

The Organisation shall comprise of the following office-bearers who shall all constitute the Governing Body:
1. One (1) President.
2. One (1) Vice President (Education).
3. One (1) Vice President (ESG).
4. One (1) Vice President (Marketing).
5. One (1) Vice President (Research).
6. One (1) Secretary.
7. One (1) Treasurer.
8. One (1) Legal Counsel.
9. Three (3) Executive Members – one (1) each representing Student members, Institutional members and Corporate members.
10. One (1) Joint Secretary.
11. One (1) Joint Legal Counsel.
The following positions in the Governing Body shall be filled through elections:
1. One (1) Vice President (Education).
2. One (1) Vice President (ESG).
3. One (1) Vice President (Marketing).
4. One (1) Vice President (Research).
5. One (1) Secretary.
6. Two (2) Executive Members – one (1) each representing Institutional members and Corporate members.
Provided that if any position on the Governing Body in Article 22(2) of this Constitution falls vacant, an interim shall be appointed by the Directors of the Organisation with a simple majority until the next AGM or SGM according to the Rules and Regulations, where the position shall be filled through by-elections. In the interim, the remaining members of the Governing Body shall continue to exercise the powers and discharge the functions of the Governing Body as if fully constituted and in accordance with the provisions of this Constitution.
The following positions in the Governing Body shall be appointed through co-opting by the Directors of the Organisation with a simple majority:
1. One (1) President.
2. One (1) Treasurer.
3. One (1) Legal Counsel.
4. One (1) Executive Member – representing Student members.
5. One (1) Joint Secretary – if deemed necessary by the Directors of the Organisation.
6. One (1) Joint Legal Counsel – if deemed necessary by the Directors of the Organisation.
Provided that if any position on the Governing Body in Article 22(4) of this Constitution falls vacant, the Directors of the Organisation shall appoint a replacement for the rest of the term with a simple majority.
The minimum number of members required to form a functioning Governing Body is five (5), with atleast three (3) elected members from Article 22(2) of this Constitution.
Apart from the above office-bearers mentioned in Article 22(1) and Article 22(2) of this Constitution, no individual with any titular designation or other honorary position by names such as “Honorary President”, “Life President, “Chief Patron”, “Chairman”, “Director” etc., shall be a part of the Governing Body.
A candidate for the post of office bearers in the Governing Body must be a citizen of India or hold a valid OCI or PIO card.
There shall be atleast one third (1/3) male or female representation in the Governing Body. This article shall not be altered in any AGM or SGM by any member of the Organisation, unless approved by the Directors through a simple majority.
If the Secretary is permanently or temporarily prevented from performing his official function, the President shall represent him/her/them until the next AGM or SGM, whichever is earlier.
A member of the Governing Body can only be part of the Standing Committee(s) and/or Judicial Body(s) of the Organisation as mentioned in the Rules and Regulations.

Article 23: Tenure

Any office-bearers listed in Article 22(2) of this Constitution can hold office for a maximum period of three (3) terms without Break; or four (4) terms with Break, after which a minimum cooling off period of one (1) term will apply to seek fresh election for the aforementioned posts. This is only applicable if they are elected for any of the positions listed in Article 22(2) of this Constitution through a simple majority in the election year.
All office-bearers in Article 22(1) of this Constitution will retire from their post on attaining the age of 60 years. If an office-bearer attain the age of 60 years in the middle of his term, he shall be considered as resigned by the Governing Body and the General Body from thirty (30) days of his 60th birthday or the next AGM, whichever is earlier, and a replacement shall be appointed in accordance with 22(3).

Article 24: Vacancy

The Office of a member of the Governing Body shall fall vacant as referred at Article 24(2), 24(3), 24(4) and 24(5) of this Constitution.
If the individual ceased to be a member of the Society.
If they resign from the Governing Body by a notice in writing to the President and their resignation is accepted by the President.
By death.
If they satisfy the criteria of a Disqualification Event while in Office.
In case of vacancy by Article 24(5), the member will be allowed to appeal the decision to the Joint Secretary in writing within five (5) days of receiving the notice of vacancy of the Office.
The Directors of the Organisation shall have the power to fill up the vacancy so caused under Article 24(2) or 24(3) or 24(4) or 24(5), it should be filled in accordance with Article 22(3) and 22(5) of this Constitution.

Article 25: Meetings of the Governing Body

The President has the authority to convene the Governing Body meeting whenever necessary, through the aegis of the Secretary, provided that the Governing Body shall meet at least once every month in a calendar year, either through physical or electronic means. However, if four (4) members of the Governing Body request a meeting, the President shall convene it within a period of twenty (20) business days from the receipt of the written request through written or electronic means.
All Governing Body meetings shall be chaired by the President of the Organisation. If the President is absent, the meeting shall be presided by a member elected by members of the Governing Body present in the meeting.
The quorum for a meeting of the Governing Body shall be at least fifty percent (50%) of its members eligible to vote in such meeting.
Any decision of the Governing Body requires the positive vote of a majority (50% + 1) of its members present and voting.
The President shall compile the agenda with the assistance of the Secretary. Each member of the Governing Body is entitled to propose items for inclusion in the agenda.
At least ten (10) business days’ notice of such a meeting along with agenda therefore shall be given to all members of the Governing Body, however the Secretary may, with the consent of the majority of the Governing Body expressed in writing through electronic means or circulation, convene any such meeting with shorter notice.
A decision of the Governing Body may be taken by circulation through written or electronic means amongst its members in case of urgency when the meeting of the Governing Body cannot be convened subject to compliance with Articles 25(3) and 25(4) of this Constitution. In case any such decision is taken, the Governing Body shall endeavour in good faith to convene a meeting at the earliest possible date to confirm and ratify the said decision.

Article 26: Powers and Functions of the Governing Body

The Governing Body shall conduct, guide, and govern the general management and direction of the Organisation for carrying out its objectives.
No business shall be transacted at any meeting of the Governing Body unless a quorum of Members is present at the time when the meeting proceeds to business.
The Governing Body shall supervise and ensure the performance of the respective roles, responsibilities and powers of the Standing Committees and Judicial Bodies and ensure a distribution and balance of authority so that no single individual has unfettered powers.
The Governing Body has the authority to maintain relations with AASM, ALGED, ASMA, EASM, NASM, SMAANZ and WASM (not exclusive) and whenever required, the Governing Body shall appoint delegates from the INSMA’s Governing Body and General Body to represent the Organisation in events organised by these organisations.
All members of the Governing Body can vote in General Body (AGM or SGM) meetings.
The President and the Secretary shall have the right to attend the meetings of all the Standing Committees and Judicial Bodies.
The Governing Body shall approve the place and dates of all INSMA Events.
The Governing Body has the authority to approve the recommendations of any Standing Committee or any Judicial Body of the Organisation.
The details of the Governing Body meetings and its resolutions shall be recorded in Official Meeting Minutes, signed by the President, and maintained online where it will be available for reference by members of the Organisation.
The Governing Body has the authority to lay down the procedure for conduct of meetings of all bodies, except the General Body, subject to the Rules and Regulations of the Organisation.
In addition to and without prejudice to the generality of powers conferred directly or by necessary implication under the Rules and Regulations, the Governing Body shall exercise the powers and perform the duties hereafter mentioned:

To carry on the administration and management after establishment of the Organisation.
To control, expand and regulate the finances of the Organisation.
To open and operate bank accounts, after securing approval from the Directors of the Organisation.
To receive grants and contributions and to have custody of the funds of the Organisation.
To prepare the budget estimates of the Organisation for each year, and to sanction the expenditure within the limits of the budget.
To prepare and maintain accounts and other relevant records and annual statement of accounts including the balance sheet of the Organisation.
To approve the work programme and list of activities submitted by the Organisation and periodically monitor the same.
To appoint or employ, temporarily or permanently, any person or persons that may be required for the purposes of the Organisation and to pay them, wages and salaries and other remunerations and allow them suitable perquisites, and benefits of provident fund, pension, gratuity, and other facilities.
To enter into agreement/arrangements for and on behalf of the Organisation.
To sue and defend all legal proceedings on behalf of the Organisation.
To appoint members to the Standing Committees or Judicial Bodies, comprising of its Members and/or staff of the Organisation for the disposal of any business of the Organisation or to take up any special activity on behalf of the Governing Body and delegate to it such powers as considered necessary.
To consider and pass such resolutions on the annual report, the annual accounts, and the financial estimates of the Organisation as it thinks fit.
To make, enforce, adopt, amend, vary, or rescind from time to time rules and byelaws for the regulation of and for any purposes connected with the management and administration of the affairs of the Organisation and for the furtherance of its objects.
To borrow or to obtain loan for any amount as it may deem fit and necessary from any bank, financial institutions, or corporation and to secure such loan by any movable or immovable properties of the Organisation and to authorize the President to apply for such loan and execute and deliver such loan documents to such bank or financial institution or corporation on such terms and conditions as he may deem fit and proper.
To enter into agreement/arrangement upon such terms and subject to such conditions as the Governing Body may deem desirable for undertaking activities, programmes, or projects jointly with any association, Organisation, institution, or company having objects similar to those of the Organisation.
To create, form, promote or to associate with any other association, Organisation, company or body in the creation, formation, or promotion of any other body, whether incorporated or not, and whether any committee or sub-committee of the Organisation or not, and to affiliate with such body, or to merge any other body with the Organisation, and also to delegate to any such body any of its powers.
To perform such additional functions and to carry out such duties as may from time to time be assigned to it by the Organisation.
To elect candidates from amongst members of the Organisation to represent the Organisation in any body, or in any other body in which the Organisation may secure seats in future.

The Governing Body has the authority to perform such other duties as may be assigned by the General Body.
The Governing Body may exercise authority in and pass decisions on all matters and areas not expressly assigned to other Standing Committee or Judicial Body, and which matters do not come within the sphere of responsibility of the General Body or are not reserved for any other bodies by law or under the Rules and Regulations of the Organisation, provided that any action taken under this Article is subject to review, approval and ratification before the General Body by fifty percent plus one (50% + 1) of the Members present with voting powers at the next AGM or SGM, whichever is earlier, and review, approval and ratification with a simple majority by the Directors of the Organisation.

Chapter 4: Power and Duties of the Constituents of the Governing Body

Article 27: President

The President shall be subject to the control and supervision of Governing Body and have the power to make general directions and management of the affairs relating to Organisation.
He/She/They shall be the President of the Governing Body at General Body meetings and shall summon all the Governing Body and General Body meetings of the Organisation.
In the course of any proceedings or meetings of the Governing Body or the General Body, the decision of the President shall be considered as final (before it is being ratified and approved by the Directors of the Organisation), except for the matters that are decided by ballot or voting.
He/She/They shall have the power to allow inclusion of any subject/matter in the agenda for the discussion in the course of Governing Body/General Body meeting.
In case it is necessary to decide any point/matter/issue urgently and there is no time to call the Governing Body meeting, he/she/they shall have the powers to decide the point/issue/matter, but he/she shall bring the matter to the notice of the Governing Body as early as it is possible, for having the same ratified.
He/She/They shall have the powers to intiate the procedure for removal of board members in accordance with Article 24 of this Constitution.
He/She/They shall have the power to appoint/terminate such staff as may be required for effective and efficient management of the affairs of the Organisation.
He/She/They shall get the accounts of the Organisation audited by the qualified auditor appointed by the Governing Body of the Organisation.
He/She/They shall ensure compliance of all statutory formalities and Rules and Regulations of the Organisation.

Article 28: Vice-President (Education)

The Vice President (Education) of the Organisation is responsible for identifying potential funding opportunities within the objects of the Organisation.
He/She/They are responsible for developing partnerships with educational institutions.
He/She/They are responsible for improving the individual and institutional membership numbers of the Organisation.
He/She/They are responsible for planning and execution of annual INSMA Conference.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 29: Vice-President (ESG)

The Vice President (ESG) of the Organisation shall articulate an ESG strategy that it is directly tied to the Organisation’s strategies and goals.
He/She/They shall develop and execute diversity goals of the Organisation.
He/She/They shall develop and execute corporate sustainability initiatives and strategies of the Organisation.
He/She/They shall develop annual and long-term UN Sustainable Development Goals of the Organisation.
He/She/They shall prepare annual ESG/Sustainability reports of the Organisation on progress to UN SDGs and per the SASB reporting methodology.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 30: Vice-President (Marketing)

The Vice President (Marketing) of the Organisation shall develop and implement a cohesive marketing plan to increase brand awareness.
He/She/They shall provide guidance and ideas of effective marketing for events conducted by the Organisation.
He/She/They shall design and review the marketing budget of the Organisation.
He/She/They are responsible for presence of the Organisation within the community, establishing both the credibility of the Organisation and enhancing its image.
He/She/They shall manage public relations, social media, advertising, and other promotional tasks.
He/She/They are responsible for identifying potential donors and funders for the Organisation.
He/She/They are responsible for developing partnerships with individuals and corporate organisations.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 31: Vice-President (Research)

The Vice President (Research) of the Organisation shall develop and implement a cohesive research agenda of the Organisation.
He/She/They shall be responsible for identifying potential research grant opportunities within the objects of the Organisation.
He/She/They shall be responsible for the running of a peer-reviewed journal associated with the Organisation.
He/She/They are responsible for maintaining the online library of the Organisation.
He/She/They shall be responsible for developing the research strategy and the budget associated towards achieving them within the objects of the Organisation.
He/She/They are responsible for assessing research grant applications submitted to the Organisation and providing research grant to selected researchers.
He/She/They are responsible for developing research partnerships with academic institutions and national/international sport governing bodies.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 32: Secretary

The Secretary shall be responsible to the Governing Body for all day-to-day activities relating to the proper management, maintenance, and upkeep of the Organisation.
He/She/They shall convene meetings of the Governing Body and General Body whenever necessary or called upon to do so.
He/She/They shall prepare the Register of Members as well as the proceedings register to record the minutes of the proceedings of the Governing Body meetings and the General Body meetings and/or urgent meetings of the General Body and have them duly signed by the Members who attend the meetings.
He/She/They shall look after the administration and other affairs and attend to all correspondence.
He/She/They shall give effect to the directions and decisions taken at such meetings.
He/She/They shall collect all dues to the Organisation and ensure through the Treasurer, where appointed, that proper accounts are maintained of all financial transactions relating to the Organisation.
He/She/They shall manage, and control the staff, and recommend disciplinary actions to the Directors of the Organisation, where necessary.
He/She/They shall institute, prosecute, and defend suits and other proceedings in which the Organisation may be involved.
He/She/They shall prepare the annual report, and financial statement of accounts under the guidance of the Governing Body and place the same before the General Body in AGMs.
He/She/They shall generally perform all such duties as are incidental to the office of Secretary of the Organisation.
He/She/They shall maintain an imprest cash amount of Rs. 10000 /- (Rupees ten thousand only) for incidental expenses. All the cash excess of this above amount (or the amount fixed by the Governing Body) shall be deposited in any Bank(s) selected by the Governing Body of the Organisation.

Article 33: Treasurer

All the assets and funds of Organisation shall remain under the care and management of the Treasurer of the Organisation.
He/She/They shall prepare and place the budget for the year before the Governing Body and the General Body for necessary sanction that shall allocate the budget grants to different Standing Committees or Judicial Bodies to execute their objectives.
He/She/They shall maintain the accounts and vouchers of all the money, which is received and/or paid by him on behalf of the Organisation.
He/She/They shall make disbursement in accordance with the direction of Governing Body of the Organisation.
He/She/They will ordinarily hold a cash balance not exceeding INR 20000 /- (Rupees twenty thousand only) to meet the emergent needs relating to the Organisation. All the cash excess of the above amount (or the amount fixed by the Governing Body) shall be deposited in any Bank(s) selected by the Governing Body of the Organisation.
He/She/They is responsible for co-ordinating with the different office-bearers for preparing the annual reports of the Organisation before they are presented in the AGM for ratification.
He/She/They shall ensure that the financial position of the Organisation is sound, and no unauthorised expenditure/transaction takes place from the bank accounts of the Organisation.

Article 34: Legal Counsel

The Legal Counsel of the Organisation is responsible for providing accurate, relevant, and timely advice to the Governing Body and Standing Committees of the Organisation on a variety of legal topics that relate to the objects of the Organisation and their products or services.
He/She/They are responsible for drafting, reviewing, and negotiating various commercial contracts and agreements on behalf of the Organisation.
He/She/They are responsible for ensuring compliance with all laws and regulations that apply to the Organisation.
He/She/They are responsible for promoting legal, compliance and risk management best practice throughout the Organisation.
He/She/They are responsible for staying up-to-date with changes to legislation, particularly in relation to laws, rules and regulations that directly affect the Organisation.
He/She/They shall also be responsible to perform any legal duties assigned to them by the Governing Body from time to time.

Article 35: Joint Secretary

The Joint Secretary of the Organisation shall enjoy all the powers of the Secretary in their absence.
He/She/They are responsible for responding to appeals linked to Article 24(5) of this Constitution within five (5) days from receiving the appeal.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 36: Joint Legal Counsel

The Joint Legal Counsel of the Organisation shall enjoy all the powers of the Legal Counsel in their absence.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Article 37: Executive Member(s)

The Executive Member(s) of the Organisation shall be responsible for representing the interests of the General Body of the Organisation to the Governing Body of the Organisation.
He/She/They shall also be responsible to perform any duties assigned to them by the Governing Body from time to time.

Chapter 5: Standing Committees

Article 38: Standing Committees

The Standing Committees of INSMA are:
1. Global Advisory Committee
2. Audit & Finance Committee
3. Conference Committee
4. Entrepreneurship & Innovation Committee
5. Research & Innovation Committee
6. Student Committee
The Governing Body can choose to add more Standing Committee(s), if required, after the General Body passes the resolution through a simple majority in an AGM or SGM, and after securing approval from the Directors of the Organisation. All new Standing Committee(s) shall be listed in Schedule 4 of this Constitution.
The Standing Committee(s) shall have a minimum of three (3) and a maximum of eleven (11) members. The Chairpersons and Members of the Standing Committees shall be nominated by the Governing Body and ratified by the Directors of the Organisation through written or electronic means. Any members nominated to be a part of the Standing Committee(s) must pass “The Fit and Proper Persons Test”, in accordance with Schedule 3 of this Rules and Regulations.
The term of office for all Chairpersons and Members of the Standing Committee(s) shall be two (2) years, following which fresh appointments must be made, unless mentioned otherwise in Article 39 to Article 44 of the Rules and Regulations of the Organisation.
The composition, specific duties and powers of the individual Standing Committees are detailed in Article 39 to Article 44 of the Rules and Regulations of the Organisation.
Each chairperson shall represent his or her committee and conduct business in compliance with the provisions and Rules and Regulations of the Organisation.
Each committee may propose amendments to its regulations to the Governing Body. However, any such amendment may only be carried out by a majority of not less than two-thirds (66%) of members present in a Governing Body meeting, subject to a minimum quorum of 50% of total members. All amendments are subject to approval from the Directors of the Organisation.
The quorum for any meetings of the Standing Committees shall be fifty percent (50%) of total members entitled to vote at the meeting.
The Standing Committees shall review and approve the minutes of the meetings of that committee and file the same with the Secretary of the Organisation.

Article 39: Global Advisory Committee

The members of the Global Advisory Committee are required to be having the requisite academic qualification associated with the Sector and should be deemed suitable by Founding member(s) to further the objectives of the Organisation on the basis of their professional expertise.
The Global Advisory Committee shall advise and assist the Governing Body on all matters of the Organisation and its responsibilities shall include, without limitation, the following:
1. Advise the Governing Body on the steps necessary to maintain and improve the membership of the Organisation.
2. Advise the Governing Body on the steps necessary to liase with international bodies such as AASM, ALGEDE, ASMA, EASM, NASSM, SMAANZ and WASM.
3. Advise the Governing Body on developing and updating a ranking methodology for Sport Management courses at degree level in India.
4. Advise the Governing Body on the steps necessary to comply with EDI targets of the Organisation.
5. Advise the Governing Body on developing and updating “The Fit and Proper Persons’ Test” for the Organisation.
6. Advise the Governing Body on meeting the strategic objectives.
7. Advise the Governing Body on any matter as deemed suitable by the President of the Organisation.
The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Global Advisory Committee must hold atleast two (2) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Global Advisory Committee.

Article 40: Audit & Finance Committee

The members of the Audit & Finance Committee are required to be knowledgeable in auditory and financial, and regulatory and legal matters, including taxation.
The Audit & Finance Committee shall advise and assist the Governing Body on all financial matters of the Organisation and its responsibilities shall include, without limitation, the following:
1. Reviewing the draft budget and financial statements and make recommendations on better execution and management of the same to the Governing Body.
2. Advise the Governing Body on the steps necessary to regulate and monitor the auditory and financial affairs of the Organisation.
3. Ensuring the completeness and reliability of the financial accounting procedures and processes followed by the Organisation.
4. Reviewing the effectiveness of risk assessment, risk management and internal control systems at the Organisation.
5. Reviewing tax matters, including the status of income tax reserves and governmental tax audits and developments in this area.
6. Ensuring compliance with the applicable accounting and ESG standards.
7. Reviewing any extraordinary expenditure that might arise and make recommendation on its approval/denial to the Governing Body.
8. Determine the daily allowances for paid staff appointed by the Organisation.
9. Dealing with other matters relating to the monitoring of INSMA’s finances.
The Audit Committee shall cooperate in its duties with the statutory & internal auditors.
The Vice President (ESG) of the Organisation shall be the Chairperson of the Audit & Finance Committee and hold his/her/their position for his/her/their entire term as the Vice President (ESG) of the Organisation.
The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Audit & Finance Committee must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Audit & Finance Committee.

Article 41: Conference Committee

The members of the Conference Committee are required to be knowledgeable and experienced in event management.
The Conference Committee shall advise and assist the Governing Body on all matters related to the annual conference of the Organisation and its responsibilities shall include, without limitation, the following:
1. Draft the bid document to be sent out to organisations for hosting the annual conference of the Organisation.
2. Assist the current hosts of the annual conference to make sure that participants have a seamless experience.
The Vice President (Education) of the Organisation shall be the Chairperson of the Conference Committee and hold this position for his/her/their entire term as the Vice President (Education) of the Organisation.
The composition of the Conference Committee shall be fixed at five (5) members: a. Chairperson, b. One (1) Ordinary Members – General, c. One (1) Ordinary Member – Student, d. One (1) representative from Institutional Members and e. One (1) representative from Corporate Members.
The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Conference Committee must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Conference Committee.

Article 42: Entrepreneurship & Innovation Committee

The members of the Entrepreneurship & Innovation Committee are required to be knowledgeable about challenges faced by entrepreneurs in sport business.
The Entrepreneurship & Innovation Committee shall advise and assist the Governing Body on all matters related to the entrepreneurship and innovation within the Organisation and its responsibilities shall include, without limitation, the following:
1. Develop and execute a strategic plan for promoting entrepreneurship and innovation within the Organisation. This plan should align with the overall goals and objectives of the Organisation.
2. Assist in the planning of training programs, workshops, and seminars to enhance the entrepreneurial and innovative skills of members of the Organisation.
3. Create and manage programmes that encourage and facilitate innovation. This could involve hackathons, idea generation contests, innovation labs, and other initiatives.
4. Recognize and celebrate entrepreneurial successes and milestones achieved by members of the Organisation.
The Vice President (Marketing) of the Organisation shall be the Chairperson of the Conference Committee and hold this position for his/her/their entire term as the Vice President (Marketing) of the Organisation.
The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Entrepreneurship & Innovation Committee must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Entrepreneurship & Innovation Committee.

Article 43: Research & Innovation Committee

The Research & Innovation Committee shall be responsible for running the journal associated with the Organisation, and reviewing and evaluating research grant applications made to the Organisation.
The Research & Innovation Committee shall advise and assist the Governing Body on all matters related to the Journal and research funding of the Organisation and its responsibilities shall include, without limitation, the following:
1. Develop a fundraising plan to support the research objectives of the Organisation.
2. Ensure the funds raised are used for the objects of the Organisation.
3. Evaluate feasibility of research projects submitted as part of research grant applications to the Organisation.
4. Ensure that funded research projects are running to designated timeline and report any discrepancies to the Governing Body of the Organisation.
5. Scouting potential publishing house for Journal publications.
6. Discharge the responsibilities of the editorial team of the in-house Journal.
7. Set the flowchart for the peer-review process in place for publication of articles in the Journal.
8. Recommend the budget required for running the journal annually to the Governing Body of the Organisation.
The Vice President (Research) of the Organisation shall be the Chairperson of the Research & Innovation Committee and hold his/her/their position for his/her/their entire term as the Vice President (Research) of the Organisation.
The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Research & Innovation Committee must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Research & Innovation Committee.

Article 44: Student Committee

Only Ordinary Members – Students are allowed to be a part of this committee.
The Student Committee shall advise and assist the Governing Body on all welfare matters related to the Ordinary Members – Students of the Society and its responsibilities shall include, without limitation, the following:

Drafting the plans on how Ordinary Members – Students of the Society can benefit from its events in the upcoming calendar year.
Recommend training programmes to be set-up for Ordinary Members – Students and other non-members, as a part of the conference or other events organised by the Society.
Recommend plans to the Governing Body on increasing the number of registered Ordinary Members – Students of the Society.

The frequency of meetings shall be determined by the Chairperson of the committee, according to the needs and the urgency of matters to be dealt with, provided the Student Committee must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Student Committee.

Article 45: Cessation of Office in Standing Committees

The members of any Standing Committees shall cease to hold office with immediate effect in the event that satisfy any of the criteria which has been deemed to be a Disqualification Event under the Rules and Regulations of the Organisation.
The members of any Standing Committees shall cease to hold office with immediate effect in the event that satisfy any of the criteria which has been deemed to be a Disqualification Event under “The Fit and Proper Persons Test”, in accordance with Schedule 3 under the Rules and Regulations of the Organisation.
The members of any Standing Committees shall cease to hold office with immediate effect in the event he/she/they has given a false declaration in the nomination form for his/her/their candidature to the committee.
The members of any Standing Committees shall cease to hold office with immediate effect in the event he/she/they submits his/her/their resignation.
The members of any Standing Committees shall cease to hold office with immediate effect in the event he/she/they owe any money to the Organisation.
The members of any Standing Committees shall cease to hold office with immediate effect in the event he/she/they fail(s) to attend three (3) consecutive meetings of their respective committees.

Chapter 6: Judicial Bodies

Article 46: Judicial Bodies

The Judicial Body(s) of the INSMA are:
1. Ethics Body
2. Conference Allocation Body
Members of the Judicial Body(s) of the INSMA shall not be a part of the Governing Body or any Standing Committees of the Organisation.
Any member who satisfies the criteria deemed to be Disqualification Events stipulated in the Rules and Regulations cannot be a part of the Judicial Body(s).
Any members nominated to be a part of the Judicial Body(s) must pass “The Fit and Proper Persons Test”, in accordance with Schedule 3 of this Rules and Regulations.
The Judicial Body(s) shall have a minimum of three (3) and a maximum of five (5) members.
The term of office for all Chairpersons and Members of the Judicial Body(s) shall be one (1) year, following which fresh appointments must be made.
Each chairperson shall represent his or her Judicial Body and conduct business in compliance with the provisions and Rules and Regulations of the Organisation.
The quorum for any meetings of the Judicial Bodies shall be sixty percent (60%) of total members entitled to vote at the meeting.
The Judicial Body(s) shall review and approve the minutes of the meetings of that body and file the same with the Secretary of the Organisation.

Article 47: Ethics Body

The Ethics Body shall be made up of four (4) members, out of which two (2) shall be male and two (2) shall be female.
The members of the Ethics Body are required to be knowledgeable in ethical matters.
The Ethics Body shall have an investigatory as well as an adjudicatory function.
The Ethics Body has the power to thoroughly investigate any complaints brought to them by members of the Organisation against other members of the Organisation and shall recommend potential actions to be taken against the litigant to the Governing Body of the Organisation.
The Ethics Body shall conduct the eligibility checks of all candidates and incumbent members of the various Standing Committees and the Governing Body of the Organisation, in accordance with the Rules and Regulations of the Organisation.
The frequency of meetings shall be determined by the Chairperson of the Ethics Body, according to the needs and the urgency of matters to be dealt with, provided the Ethics Body must hold atleast three (3) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Ethics Body.

Article 48: Conference Allocation Body

The Conference Allocation Body shall be made up of four (4) members, out of which two (2) shall be male and two (2) shall be female.
The members of the Conference Allocation Body shall be appointed by the Governing Body on a one (1) year term in the AGM of the Organisation.
The Conference Allocation Body shall review the bids of the annual INSMA conference and make recommendations to the Governing Body on potential host shortlisting before they are presented in the AGM or SGM for voting.
The frequency of meetings shall be determined by the Chairperson of the Conference Allocation Body, according to the needs and the urgency of matters to be dealt with, provided the Conference Allocation Body must hold atleast two (2) meetings per year. The mode of meetings can be in-person or virtual depending on the convenience of the members of the Conference Allocation Body.

Article 49: Cessation of Office in Judicial Bodies

The members of any Judicial Bodies shall cease to hold office with immediate effect in the event that satisfy any of the criteria which has been deemed to be a Disqualification Event under the Rules and Regulations of the Organisation.
The members of any Judicial Bodies shall cease to hold office with immediate effect in the event that satisfy any of the criteria which has been deemed to be a Disqualification Event under “The Fit and Proper Persons Test”, in accordance with Schedule 3 under the Rules and Regulations of the Organisation.
The members of any Judicial Bodies shall cease to hold office with immediate effect in the event he/she/they has given a false declaration in the nomination form for his/her/their candidature to the body(s).
The members of any Judicial Bodies shall cease to hold office with immediate effect in the event he/she/they submits his/her/their resignation.
The members of any Judicial Bodies shall cease to hold office with immediate effect in the event he/she/they owe any money to the Organisation.
The members of any Judicial Bodies shall cease to hold office with immediate effect in the event he/she/they fail(s) to attend three (3) consecutive meetings of their respective bodies.

Chapter 7: Management of the Organisation

Article 50: Share Capital

The authorised Share capital of the Organisation shall be as mentioned in Clause 8 of the Memorandum of Association of the Organisation.
The Organisation may be through Ordinary Resolution from time to time alter the conditions of the Memorandum of Association as follows:
1. Increase the share capital by such amount, to be divided into share of such amount as may be specified in the resolution.
2. Consolidate and divide all or any of its shares of larger amount than its existing shares.
3. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum, and/or Articles of Association, so however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced shares is derived; and
4. Cancel any shares which at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
The Organisation may, subject to applicable provisions of the Act, and any other consent required under applicable laws, from time to time, by special resolution reduce in any manner:
1. its Share capital
2. any Capital redemption reserve fund or
3. any share premium account.
Notwithstanding anything contained in these Articles, and subject to applicable provisions of the Act, and/or any other applicable laws, the Organisation may purchase its own shares or other specified securities (hereinafter referred to “buy-back”) out of:
1. its free reserves or
2. the securities premium account
3. the proceeds of any shares or other specified securities.

Article 51: Shares and Certificates

Subject to the provisions of these articles, shares in the capital of the Organisation for the time being shall be under the absolute control of the Directors of the Organisation who may allot or otherwise dispose off the same or any of them to such persons on such terms and conditions and at such times and either at a premium or at par or subject to the provisions relating to discount as provided in the Act and as the Governing Body may think fit.
Notwithstanding anything contained in this Article, where securities are dealt with in a Depository, the Organisation shall intimate the details of allotment of securities to Depository immediately on allotment of such Securities.
The Board of Directors may at their absolute discretion decline to register any transfer of shares of debentures in the following cases:
1. The transfer of shares or debentures to a person who have not been approved by the Directors of the Organisation.
2. Any transfer of shares on which the Company has a lien.
Shares or Debentures held by a member or debenture holder as the case may be, may be transferred only to any other existing shareholder or debenture holder of the Organisation and shall not be transferred to any other person other than those as aforesaid.
In case of transfer of all or any part of the shares in or debenture of the Company, to any person or persons excepting those provided in Article 51(4) of the Rules and Regulation of this Organisation, a transferor shall intimate the Organisation in writing of his intention to do so, specifying clearly therein the name and address both present and permanent, and description of the proposed transferee and the Organisation, on receipt of such intimation of the transferor, shall hold meeting of the Directors of the Organisation to consider the matter of such transfer, within a period of forty (40) business days from the date of receipt of such intimation letter from the transferor and the Directors of the Organisation shall be at liberty either to take in such transferee as a member or debenture holder or arrange the transfer to any member or debenture holder of the Organisation as the case may be or any other person and in such manner as the Directors of the Organisation may approve and prescribe.
The instrument of transfer of any shares in, or debentures of the Organisation shall be executed both by the transferor and the transferee and the transferor shall remain the holder of the shares or debentures so transferred until the name of the transferee is registered in the Register of Members or in the Register of Debenture Holders.
Every instrument of transfer shall be left at the office of the Organisation along with the original certificate of shares or debentures of the Organisation to be transferred and the transfer may be registered.
In case of death of a member or debenture holder, the shares or debentures shall pass on to the Directors of the Organisation and any person becoming entitled to such shares and debentures in consequence of death of any member or debenture holder may upon producing such evidence of title as the Directors of the Organisation may require, register himself/herself/themselves as holder of the shares or debentures and subject to the provisions of transfer herein contained, transfer the same to some other person.

Article 52: Funds of the Organisation

The Organisation shall raise funds as follows:
1. Admission fee and subscription from the any individual willing to utilise the services of the Organisation.
2. Revenue generated by the Organisation out of its own assets, its activities, and investments.
3. Grants/loans/funding made by the Government and donations and contributions from other sources, subject to the prior consent.
All the income and funds of the Organisation received from all sources shall be utilized only for the promotion and upliftment of the aims and objects of the Organisation.

Article 53: Management of Funds and Account Operation

The Organisation shall prepare detailed account of expenditure and receipts.
All the amounts shall be kept in any bank(s) and the bank accounts shall be operated by the joint signatures of the Directors of the Organisation.

Article 54: Accounts and Audit

The Governing Body shall cause to maintain proper books of accounts with respect to:

All sums of money received and expended by the Organisation and the matters in respect of which the receipt and expenditure takes place.
All sales and purchases of goods and services by the Organisation.
The assets and liabilities of the Organisation.

The books of accounts shall be kept at the Registered Office of the Organisation or at such place in India as the Governing Body shall think fit.
The books of accounts shall be open to inspection by any Director during the business hours and entries thereof shall be checked and verified at least once in every year by one or more or all Directors.
The first auditors of the Organisation shall be appointed and the remuneration shall be fixed by the Governing Body and thereafter the Auditors shall be appointed at each Annual General Meeting.
The accounts of the Organisation shall be audited by a qualified auditor (chartered accountant) and the audit and finance committee every year.

Article 55: Annual Report

The financial year of the Organisation shall be from January 1 to December 31. A copy of the last financial statement and the report of the Auditor, if any, shall be kept in a conspicuous place in the office of the Organisation.
The Governing Body shall submit a report on the working of the Organisation annually to the Appropriate Governmental Authority, if called for. Such report shall contain particulars regarding the work of the Organisation during the previous year and shall be accompanied by a balance sheet duly audited showing the income and expenditure of the Organisation during the said year.
The Annual Report shall be presented and approved by the General Body in the AGM with a simple majority vote.

Article 56: Annual List of the Governing Body

Once in every year a list of the office-bearers and the Members of the Governing Body shall be filed and updated by the Directors of the Organisation within ten (10) business days after the date on which the AGM of the Organisation is held.

Article 57: Seal of the Organisation

The Directors of the Organisation shall provide a Seal for the Organisation and for safe custody thereof. The Seal of the Organisation shall not be affixed to any instrument except by authority of a resolution of the Board of Directors and except in the presence of a Director and the said Director, shall sign every instrument to which the Seal of the Organisation is so affixed in his presence.

Article 58: Legal Proceedings

Any suit or other legal proceedings by or against the Organisation may be filled/contested/defended and conducted on its behalf either by the Legal Counsel or by any other person so unanimously authorized by the Governing Body of the Organisation. Any pleadings or other documents in connection there with may be signed and verified by any of such persons on behalf of the Association.
This power will not include the appointment of advocate/s, attorney/s etc. for the purpose.
Only the Directors of the Organisation has the power to appoint external advocate/s, attorney/s etc. for the purpose.

Article 59: Alteration of Name

The name of the Organisation may be changed by the Governing Body with a quorum of three-fourth (75%) of the General Body, in an AGM, as and when necessary, with the approval of the Appropriate Governmental Authority and in accordance with the present Rules and the change in name, so altered and modified shall operate from such date as shall be notified.
The change in the name of the Organisation shall not affect any rights or obligations of the Organisation or render defective any legal proceedings by or against the Organisation and any legal proceedings, which might have been continued or commenced by or against it by its new name.

Article 60: Alteration in Aims and Objects of the Organisation

The Directors of the Organisation with a quorum of three-fourth (75%) of the General Body and three-fourth (75%) of the Governing Body, in an AGM, in accordance with the present Rules, may change the aims and objects of the Organisation subject to clearance from competent authorities under the Act.

Article 61: Dissolution of the Organisation

Application of assets Winding up when necessary will be done in accordance with the requirements of Companies Act, 2013 or such other statutory modifications thereto.
If, upon the dissolution of the Organisation, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Organisation, but it shall be lawful for the Directors of the Organisation to determine by the majority, at the time of dissolution of the Organisation, that such property shall be given to the Appropriate Governmental Authority to be utilised for any other purposes, as deemed suitable under the Act.

Article 62: Intellectual Property Rights

The Intellectual Property Rights shall, at all times vest and be retained solely by the Organisation save and except as may be decided by the Governing Body in consonance with Appropriate Governmental Authority.

Article 63: Rights of the Appropriate Governmental Authority

Notwithstanding anything contained in any of these Rules, the Appropriate Governmental Authority may, from time to time issue such directives as it may consider necessary in regard to the finance, conduct of business and affairs of the Organisation and in like manner may vary such directives. The Organisation shall give immediate effect to the directives so issued. In particular the Appropriate Governmental Authority will have the power:

To give directions to the Organisation as to the exercise and performance of its functions in matters involving national security and substantial public interest.
To call for such returns, accounts, and other information, with respect to the property and activities of the Organisation as may be required from time to time.
To approve agreement involving foreign collaboration proposed to be entered into by the Organisation. Provided, that all directives issued by the Appropriate Governmental Authority shall be in writing addressed to the Directors of the Organisation. The Governing Body shall, except where the Appropriate Governmental Authority considered that the interest of the national security requires otherwise, incorporate the contents of directives issued by the Appropriate Governmental Authority in the annual report of the Organisation and also indicate its impact on the financial position of the Organisation.

Article 64: Application of the Act

All the provisions of the Act as applicable to the Country of India shall apply to the Organisation.

Article 65: Adoptation of the Constitution

This Rules and Regulations along with its Schedules which form a part of the Constitution, were approved by the Directors of the Organisation on 03.10.2023 at Kolkata, India. This Consitution supersedes all previous and relevant texts.

Place: Kolkata
Date: 03.10.2023

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