with the Memorandum of Association with the Registrar of Companies or Society as the case may be of the State. The proceedings of such a society must conform to the provisions of the Societies Registration Act. If the members' club is registered under the Companies Act 1956 it must also conform with the provisions of that Act.
In an unincorporated club the liability of an individual member (even if he be a secretary or other office-bearer of the club) for debts incurred by the club depends upon whether he has in any way pledged his personal credits.
Forms
Memorandum for Businessmen's Club
(1) The name of the club shall be	Businessmen's Club.
(2)	The objects of the club are:
 to provide for a common place for meeting of the members of the
club for the purposes of recreation, discussion of common problems,
encouragement of thrift, advancement of social welfare ideas,
mutual assistance, protection of interests of the members, etc.;
 to provide for instruction and diffusion of knowledge amongst
the families of members, their dependants and employees;
 to provide for medical assistance and other relief measures for
the members, their dependants and employees;
 to develop civic consciousness, to raise standard of living and to
take steps for development and enactment of appropriate
legislation for the interests of the members and the business
community;
 and for other objects and purposes which may be conducive to
and beneficial for the members and the business community.

 No person other than a businessman shall be eligible to be a member
of the club.
 
The subscribers to this Memorandum of Association shall be the
original members of the club. The total number of members of the club
shall not exceed 200 unless in a special general meeting the number is
altered by a three-fourth majority of the members present.

 There shall be a committee of management consisting of seven
members (besides Chairman, Secretary and Treasurer) elected at the annual
general meeting of the club to be held in the month of April each year or as
early as possible thereafter. Three members of the committee shall retire
every year voluntarily or by lot. There shall be elected also a chairman, a
secretary and a treasurer respectively at the annual general meeting after the election of the members of the managing committee who shall hold office till the termination of the next annual general meeting at which the office-bearers inclusive of the members of the managing committee have been elected for the next ensuing year. The property of the club shall vest in the managing committee and in the event of any member of such committee dying or having been expelled or having become incapable of acting the said properties of the club shall continue to vest in the remaining members of the managing committee which may include also any member annually added thereto.

No new member shall be elected unless he has deposited a proposal
fee of Rs	and subscription for the first three months. This deposit
shall be known as proposal fee which shall belong absolutely to the club irrespective of the fact whether the proposed candidate has been elected or not. In the event of the proposed candidate not being elected the subscription aforementioned shall be returned to him and he will not be eligible for being elected till the expiry of six months from the date of such rejection of his proposal for election. No new deposit, however, will be required to be made by him if he seeks election at a subsequent time. A member shall be deemed to be duly elected if three-fourths of the members present vote in his favour for election. A person who has ceased to be a member and desires to be readmitted to the club as a member may be so admitted by deposit of any proposal fee provided he had not been expelled from the club and provided there is no objection to his readmission by one-fourth of the total number of members of the club who signify their dissent to his re-admission in writing. Candidates for admission must be proposed by one member and seconded by another, and the name of the candidate in full with his address shall be inserted in the candidate's book, and placed in some conspicuous part of the club for 14 days. The election of the member shall be by ballot.

There shall be payable by each member a monthly subscription of
Rs	which is subject to alteration in an annual general meeting at
which at least three-fourths majority must be more than one-half of the total number of members of the club.

A member may resign in writing at any time and his resignation
shall take effect immediately but without prejudice to any liability or
obligation incurred by him theretofore while he was a member. He shall
cease to have any interest in the property of the club or exercise any rights
in respect thereto at such resignation submitted by him in writing to the
secretary.

If the conduct of any member either in or out of the club houses shall
in the opinion of the committee or of any 21 members of the club who shall
certify the same in writing, be injurious to the character, reputation and
interests of the club or who is alleged to be guilty of any dishonourable or
disreputable conduct in his dealings with a member of the club, the
committee after such enquiry as may be necessary and after giving
opportunity to the member concerned to explain his conduct in writing, shall be empowered to request such member to resign, and if such member shall not resign within one month, the committee shall order his name to be erased from the list of members, and he shall cease to be a member; provided that no such request be sent to any member unless the resolution to send the same be agreed to by two-thirds of the committee actually present at a meeting convened for the purpose: provided also that in such meeting of the committee it is unanimously resolved that immediate expulsion of the member whose conduct in question be advisable the committee shall be empowered forthwith to expel such member, should it, however, be the opinion of any 21 members that the case of the members so expelled might be reconsidered without damage to the club, the committee shall call an extraordinary general meeting, to which the matters shall be submitted, such meeting to consist of at least two-thirds of the total number of members of the club, and if a majority of not less than three-fourths of such meeting shall agree to the reinstatement of that member he shall be reinstated. Any member expelled from the club shall be deemed to have forfeited his proposal fee and subscription, and shall subject to the above provisions, be for ever after ineligible for re-election. The rules of natural justice demand that a man is not to be removed from office or membership or otherwise dealt with to his disadvantage without having a fair and sufficient notice of what is alleged against him and an opportunity of making his defence; and that the decision whatever it is must be arrived at in good faith with a view to the common interest of the society or institution concerned. If these conditions are satisfied a Court of Justice will not interfere with the decision.
The expression 'dishonourable' or 'disreputable' conduct shall include:
 A wilful and intentional non-fulfilment of contract, or fraudulent
and flagrant breach of contract;
B frivolous repudiation of contract^
C refusal to refer any question in dispute to arbitration or to abide
by an arbitration or appeal award, unless arbitration is
specifically excluded by the contract.

The club shall be opened to the members between 6 p.m. and mid
night every day unless otherwise determined in a special general meeting.
A member of the committee (including the chairman, secretary and the
treasurer), however, shall be entitled to visit the club premises at any hour
of the day and inspect any place, book or article at all reasonable hours.

There shall be an annual general meeting of the members to be held
in April or as early as possible thereafter in each year at which the member
of the committee and the officers of the club shall be elected, the accounts
shall be passed and other agenda as proposed by the committee or by any
seven members after a previous notification thereof for at least fourteen
days shall be taken into consideration and adopted as required. The account shall be audited annually and the annual balance-sheet shall be submitted to the members at least fourteen days before the said annual general meeting.

The management of the affairs of the club shall be in the discretion
of the committee inclusive of the said office-bearers whereof the chairman
of the club shall preside if present and in his absence a member of the
committee as proposed, seconded and assented to by the majority of the
members present shall preside. The committee shall be entitled to hold
extraordinary of special general meetings from time to time as the committee
may think fit. The extraordinary general meeting may be required to be
held by 21 members of the club and special general meeting may be called
by the chairman as and when necessary. The members of the committee
may also call an extraordinary general meeting by directing the secretary
to issue the notices therefor. No extraordinary general meeting shall be
called without seven days' previous notice therefor. A special general meeting
may be called by the chairman after a two days' notice therefor. The notices
shall be sent per peon or under a certificate of posting, by post to the members
at the address given to the secretary therefor.

A member shall be entitled to invite not more than two guests at
the premises of the club but such guests shall not be entitled to be present
at any general special or extraordinary meeting of the members or of the
meeting of the committee. No expelled member shall be invited as a guest
into the club nor shall such a guest be allowed to remain in the club if more
than 21 members desire his eviction from the premises of the club.

The members shall not be liable personally for goods supplied to or
obligation incurred by any officer of the club on behalf of the club but the
property of the club shall be liable to meet such debt or obligation in
the hands of the managing committee. The managing committee shall be
entitled tb sue and be sued in the name of the club provided the rules relating
thereto embodied in the Code of Civil Procedure regarding such matters are
complied with.

The aforementioned rules shall be liable to alteration by a majority
of three-fourths of the members present in a meeting specially convened
therefor whether in the extraordinary or special general meeting or whether
embodied in the agenda for the annual general meeting provided, however,
that a majority of the total number of members of the club adopt the said
alteration. The managing committee is empowered to frame bye-laws for
the conduct of the proceedings and affairs of the club or as may be conducive
to the fulfilment of objects of the club and are in conformity and not in
conflict with the rules aforementioned.

On the dissolution of the club the properties of the club shall be
transferred to such other club or association or party as may be determined
by the members at the meeting where the resolution of dissolution is passed, provided that such a resolution shall not take effect unless confirmed by another meeting of the members held after 21 days of the prior resolution for dissolution and disposal of the properties of the club.