CONSTITUTION

1. NAME OF ASSOCIATION:
The name of the Association shall be the ‘TOUR OPERATORS ASSOCIATION OF ASSAM’.

2. ADDRESS:
The registered office of the Association shall be in the office of Brahmaputra Jungle Resort at Dr. R.P. Road, near Uco Bank, Dispur Branch, Guwahati- 6

3. OBJECTIVES:

The objectives of the Association shall be to:

1. To fasten the development of Tourism Industry in Assam. Promote Assam as a destination in overseas & in the domestic market through joint public / private sector initiatives.

2. To act as liaison with government for promotion and support in policymaking, help in creation of infrastructure, maintain standard of trade. Highlight the problems faced by tour-operators of Assam and forcefully take up the matters with appropriates.

3. Provide training and development opportunities for the members and their Employees. Also provide training to the local community and employment of local community.

4. Help protect and conserve the culture, tradition and environment of the region.

5. To ensure better services and facilities to the tourists and maintain a reputable standards in the tourism industry through education and training of the members and their employees.

6. To have a cordial relationship with government agencies and conduct various training programs for tour operators and their staff.

7. To cooperate, affiliate or act in consent with any other association, company or body to assist in or facilitate the fulfillment of the objectives of the Association.

8. To ensure support and co-operation amongst the members. Maintaining good relation with other association in the travel and tourism industry for ensuring that the industry as a whole achieves a higher political profile.

9. To do all such things which are incidental or conducive of the attainment of the Objectives where such action does not contravene legislation whether local or National.

10. To discourage unfair competition without in any way interfering with the initiative and enterprise based on fair trading.

11. To improve press coverage & media profile of Assam.

12. To adjudicate and settle any differences which may arise among the members whenever its arbitration is requested by both parties concerned.

4. ACTIVE MEMBERSHIP:

a. Inaugural Membership

Those members listed in Appendix I shall be deemed to comprise the Inaugural Membership of the Association and shall be entitled to attend and vote at the inaugural meeting of the Association.

The criterion for eligibility is: The member has to be a genuine tour operator with proper trade license with its head office in Assam.

b. New Memberships
Any organization may make application to become an ordinary member of the Association and may be accepted and approved by a majority vote of the executive committee and upon payment of all current membership dues subject to the following criteria:

• The applicant actually and legitimately operates (or offers) organized tours and / or tour - guide services in a defined region of Assam or rest of India or in international level.

• The applicant has their registered office and the headquarters of their business operation in Assam.

• The applicant holds all required business registrations and licenses etc.

• The applicant should be known as being in good standing with former clients, the State Tourism authority, and tourism industry in general.

• The applicant complies with or has the capacity to comply with, the minimum operating standards set forth by the Association. Notwithstanding, the executive committee of the Association may refuse any application for membership, if the committee feels that acceptance of the applicant as a member would be prejudicial to the best interests of the Association.

• Ordinary members must continue to conform with the minimum operating standards as shall be promulgated by the Association from time to time which shall at the date hereof be those as set out in Appendix II, and a breach of which shall be grounds for caution, or expulsion from the Association.

5. ASSOCIATE MEMBERSHIP:

1. Any organization may make application to become an associate member of the Association and may be accepted and approved by a majority of votes by the executive committee and upon payment of all current membership dues, if the applicant meets any one of the following criteria: Hoteliers , Car rental Agencies , Air or Railway ticketing agencies, educational institutes offering tourism management courses etc are eligible in this category.

2. Associate members may attend general meetings but shall not move, or vote on, any motion. Notwithstanding, associate members may seek leave from the Chair to speak on any subject before the meeting.

3. An Associate member shall not be eligible to serve on the Executive Committee.

6. APPLICATION FOR ASSOCIATE MEMBERSHIP:

Applications for Associate membership from organisation shall be made to the Secretary / Treasurer in such form as may be prescribed by the Executive Committee which shall consider the application and by a majority either elect the applicant to Associate membership or may refuse or defer the Application.

7. TERMINATION OF MEMBERSHIP:

1. a) A member may terminate its membership to the Association by giving written notice to that effect addressed to the Secretary/Treasurer shall cause the member’s name to be removed from the register of members provided all dues, subscription levies or any other monies then owing to the Association are fully paid.

b) Immediately after a member’s name has been removed from the register, the Secretary/Treasurer shall give written notice of the fact to the member concerned and to all other members of the Association.

2.a) A member may be expelled from the Association in the event that the member:

i) has ceased to be eligible to be a member of the Association;

ii) repeatedly breaches the minimum operating standards prescribed by the Association or otherwise does not comply with the Association rules;

iii) has become bankrupt or insolvent or has entered into a scheme of Arrangement with his creditors or has gone into liquidation;

iv) Has been party to conduct which is, in the opinion of the Association in general meeting, contrary to the purposes, aims or Objectives of this Constitution or in breach of a Rule hereof; or

v) has been party to conduct which, in the opinion of the Association, has brought or is likely to bring disrepute to the Association or the industry.

b) Provided always that no member shall be expelled pursuant to the fore going grounds unless a majority of three fourths of votes cast at a meeting of members or in a postal ballot of members after a meeting called to order the conduct of such ballot has first given the member the opportunity to present a written or oral explanation.

c) Provided further that it be the decision of the Association to expel the member, it will not affect the liability of the member to pay dues, subscription levies or other monies due and owing to the Association.

8. FINANCE:

1.Joining Fee :
The joining fee for all members shall be - Rs. 7,000/- for active members and Rs. 5000/- for associate members.

2. Annual Subscription

(a) The annual subscription for active members shall be Rs. 5,000/-

(b) The annual subscription for Associate members shall be - Rs. 4,000/-

(c) At the commencement of the first full year of operations, the annual Subscription of each member shall be determined by the Executive Committee and shall be due and payable in advance as from the first day of January each year or at such other time as may be prescribed by the Executive Committee.

3. Levies
The Association in general meeting shall have the power from time to time to impose levies upon members:

(a) in the event of the current revenue of the Association being insufficient to meet expenses in any year;

(b) for such other purposes that may be authorized by a general meeting summoned to consider the same;

(c) provided that no member in any year shall be required to pay levies under (a) or (b) above which in total exceed the amount of his annual subscription. There will be no pro rata fees.

4. Accounts

(a) The Association shall cause proper books of accounts to be kept recording a true account of the financial transactions of the Association and of all receipts, expenditures, assets and liabilities of the Association.

(b) The Accounts of the Association shall be closed annually as on the Thirty First day of March.

(c) Payments shall be authorized by the Executive Committee. Should no
meeting be held within a reasonable period the President, Vice President Or Secretary / Joint Secretary / Treasurer may approve accounts for payment, and such Accounts will be tabled for confirmation at the next meeting of the Executive Committee.

(d) The accounts payable shall be operated on a joint signature basis by the Treasurer and either Secretary or President.

9. OFFICE BEARERS AND EXECUTIVE COMMITTEE:

The office bearers of the Association who shall comprise the Executive committee shall be: President, Vice President (3 nos), Secretary, and Joint Secretary (2 nos), Treasurer and executive member (10 nos).

10. ELECTION OF OFFICE BEARERS:

(a) Members of the Executive Committee shall be elected at the Inaugural Meeting of the Association and thereafter at each Biannual

General Meeting which shall be called on a biannual basis and office bearers so elected shall hold office for a period of twenty four (24) months but shall be eligible for re-election. Members of the Association shall elect office bearers to each position and the executive committee

(b) Nominations to fill all vacancies on the Executive Committee will be
accepted from the floor at Biannual General Meetings. Should nominations exceed the number of vacancies on the Executive Committee, a ballot shall be conducted to determine the election of members to the Committee.

(c) Any member of the Executive Committee absenting himself from three consecutive Committee meetings without reasonable excuses in written shall forfeit his seat on the Committee.

(d) A Tour Operator must be either Recognized by India Tourism as a tour operator or in operation for a minimum of 05 years having good track record to be eligible for office bearer of TOAA. No such restriction to become an executive committee member.

11. REPRESENTATION AT MEETINGS:

Each member shall nominate a representative and alternative representative to attend meetings of the Association, these persons shall be company directors or employees of the member.

12. MANAGEMENT OF THE AFFAIRS OF THE ASSOCIATION:

(a) The governance of the Association vests in the members in General Meeting.

(b) Subject thereto, the Management of the affairs of the Association shall be vested in the Executive Committee.

13. POWERS OF THE EXECUTIVE COMMITTEE:
The Executive Committee may exercise all such powers of the Association as are not by this Constitution required to be exercised by the members in General Meeting, and without reorganization from the generality of the foregoing, shall have the following specific powers in addition to such others that are specified elsewhere in this Constitution:

(a) to adopt such measures as from time to time appear proper for the purposes of giving effect to the purposes and objects of the Association;

(b) to consider and where necessary, authorise expenditure and payment of accounts properly incurred by the Association;

(c) to compromise, settle and resolve claims and demands made on the Association;

(d) to make, alter, vary or rescind such By laws as they may be required for the purpose of carrying out the provisions of this Constitution and of the Association. These changes shall not however, be binding unless confirmed by the next General Meeting or Extraordinary General Meeting called for the purpose;

(e) to have the power to fill a casual vacancy incurring on the Executive Committee during its two (2) years of office;

(f) President is to have the casting vote in the event of a tie during voting.

14. MEETINGS:

(a) The Biannual General Meeting shall be held within three (3) months of the closing date of the second financial year of the Association, or as is practical. General Meetings shall be held in a location determined by the Executive Committee, or by the members in general meeting.

(b) The Executive Committee shall meet at least four times per year. Executive Committee Meetings may be held at a specified location or may be conducted remotely by teleconference, or virtually by exchange of email messages or email chat. At least 3 executive committee members must participate in the teleconference or exchange of email communications in order for a committee meeting to be deemed to have been held in quorum whether physically, remotely or virtually.

(c) At all physical, remote or virtual meetings the President shall preside. Should the President be absent, the Chair shall be taken by the Vice President and in the absence of the Vice President the Secretary shall chair the meeting, and in the absence of the Secretary, the Joint Secretary or Treasurer shall chair the meeting, and in the absence of the Treasurer, the Chairman shall be elected from those present.

(d) General Meetings and Executive Committee meetings shall be called at any time by the Secretary upon the authority of the President.

(e) Any Extraordinary General Meeting shall be called by the Secretary upon any requisition made in writing and signed by not less than four (4) members of the Association.

(f) An Executive Committee meeting shall be called by the Secretary upon the requisition made in writing and signed by not less than two (2) members of the Executive Committee.

(g) The Secretary shall, within seven (7) days from the receipt of a requisition call a meeting in accordance therewith for a date not more than twenty eight (28) days after the receipt of such requisition by the Secretary.

(h) The Secretary shall give twenty one (21) days notice in respect of Biannual General Meetings, General and Extraordinary General Meetings specifying the matters to be considered.

(i) All notices of meetings, or of other business in connection with the Association, shall be deemed to be duly sent to the members by the Secretary posting the same by prepaid letter to the members of the last known place of their residence, registered office or place of business, as the case may be.

15. QUORUM

(a) The quorum for a General Meeting shall be 1/3 the of members.

(b) The quorum for an Executive Committee Meeting shall be three 1/3rd of the executive members.

16. VOTING:

(a) Each member/organization through his nominated representative or alternative representative shall exercise one vote on all matters for decision at meetings of the Association.

(b) Each matter submitted to a meeting shall be decided on a show of hands.

(c) A ballot may be sought at any meeting and, if the motion for the same is carried by a majority, the Secretary shall forthwith conduct a secret ballot either among the members, or among all members of the Association in accordance with the terms of the motion seeking ballot.

(d) The Chairman shall have the right to exercise a casting vote as well as a deliberate vote.

17. PROXY:

(a) A member of the Association or a member of the Executive Committee may exercise his or her right to vote as authorized by this Constitution or by law through a proxy.

(b) The proxy referred to herein shall be duly authorized in writing to vote by a member of the Association or a member of the Executive Committee.

(c) A proxy who is empowered under this Rule to vote, shall only vote in favor of or against or abstain on a matter subject to voting only as authorized in writing by the Member of the Association or the Member of the Executive Committee that appointed the proxy.

18. ALTERATION TO RULES:
This Constitution may be altered, deleted or added to by a majority of three fourths of votes cast at a special meeting called for that purpose or by a postal ballot of members.

19. INDEMNITY:
Each office bearer and member of staff or other person determined by the Executive Committee shall be indemnified out of the funds of the Association against any authorized costs, losses, disbursements or expenses which such person may incur or become liable to incur as a result of any act or omission performed by him in his official capacity and in the proper discharge of his on her duties.

20. DISSOLUTIONL:

(a) The Association may be dissolved by a majority of three fourth of votes cast in a secret ballot of members. An Extraordinary Meeting of the Association shall be convened for the purpose of ordering the conduct of such ballot. Such resolution must be carried by a majority of three fourth of the members present, entitled to vote and voting.

(b) In the event of the Association being wound up as aforesaid any funds or assets beyond such as are sufficient to meet the liabilities of the Association shall not be paid to, nor distributed amongst members of the Association, but shall be given or transferred to some associations having objectives similar to this Association or as the members shall decide.

(c) Should the funds or assets be insufficient to cover the liabilities of the Association upon winding up, the necessary funds shall be raised by a levy on members in accordance with Clause 8.3 (c).

21. DUTIES OF SECRETARY:
In addition to the duties set out in this Constitution the Secretary shall act as Secretary / Public Officer of the Association and shall carry out all functions normally associated with such offices.

22. COMMON SEAL:

The Association shall have a common seal which shall remain in the custody of the Secretary and shall only be used with the authority of the Executive Committee or a General Meeting of members.

23. FINANCIAL REPORT:

A suitably qualified person shall be appointed at the Biannual General Meeting to prepare a detailed statement of the Association’s financial standing for 12 consideration by members at the following Biannual General Meeting. He shall report to members at the Biannual General Meeting on his prepared Financial Statement, stating whether the Register of Members has been kept in proper manner. At each Biannual General Meeting of the members an auditor or auditors (who shall not be members of the Committee) shall be appointed and he or they shall audit the statement of accounts and balance sheet (prior to the Biannual General Meeting) submitted by the Treasurer at the Biannual General Meeting.

24. CUSTODY OF DOCUMENTS:

Any books, documents and securities of the Association shall be placed in the custody of the Secretary.

The Secretary shall:

(a) Keep a true and proper record of the affairs of the Association and minutes of all meetings;

(b) Attend to all correspondence and keep copies of such correspondence;

(c) Maintain a register of member groups, together with all Official or the Association and its member groups;

(d) Give notice of all meetings and distribute copies of the minutes to all member groups.

APPENDIX I
Inaugural members of the Association shall be:
1.
2.
3.

APPENDIX II MINIMUM STANDARDS FOR LOCAL TOUR OPERATORS WHO ARE MEMBERS OF THE ASSOCIATION

a) Tours shall be led by a guide who speaks fluent English, is familiar with the history of the local area and has a current first aid certificate.

b) Tours conducted by members shall provides services as advertised and accepted in advance by the client.

c) Members shall make timely payments to accommodation operators, transport operators, tour guides etc for services provided, and to landowners for site fees as due and charged.

d) Members shall provide guides with basic training whether conducted internally or externally, or otherwise employ guides and tour assistants who have received such training.

e) Members shall maintain a schedule of written instructions for tour guides and assistants to adhere to in respect of standard tour operation procedures and emergency procedures.