MINUTES
OF
THE PROMOTERS MEETING
OF
Jabian Club Constitution Committee

The meeting was ended at 9:30 pm with vote of thanks to and from the chair.

The meeting aimed to discuss and decide on the possibility of establishing a club for for the Alumni Of Jahangirnagar University, Savar, Dhaka, Bangladesh. The moderator requested everyone to share their opinions on the agenda. Accordingly, all participants present at the meeting expressed their support for establishing a club. All members of the meeting decided to establish a club by passing fol lowing resolution unanimously:

The meeting was convened to decide on the name of the proposed club and to discuss the name clearance from the
RJSC. The following name was proposed by the attendees of the meeting:
        a. Jabian Club Limited
The meeting selected the name and requested Mr. Md. Nazrul Islam Chowdhury FCS to check with the RJSC whether this
name is available for clearance, and if available obtain the name clearance. The meeting selected the name of the proposed club by passing following resolution unanimously:

The meeting discussed about the subscribers to the MOA & AOA, and the first executive committee of the proposed club.
The meeting noted that the subscribers to the MoA & AoA are the persons who have to face and deal with various regulatory authority including NSI, RJSC and others during the incorporation stage who may have to take the trouble and
responsibility to comply various requirements of the regulators in order to complete the registration process and so forth. They will be responsible for all paper works, application and complying all requirements required by regulators time to time.

So, the meeting requested the chair of the meeting to select 21 (twenty-one) names of persons who wi ll be the subscribers to MoA & AoA, and the member of first executive committee. Finally, the meeting identified the names of the subscribers to the MoA & AoA, and member of the first executive committee based on their profile, experience, life history, suitability and contribution, etc., passed the following resolution unanimously:

RESOLVED THAT the following names were identified to be invited to become subscribers to the MoA & AoA, and the member of the first executive committee of "Jabian Club Limited", be and are hereby approved:

The meeting was convened to finalize the draft Memoranc;lum of Association (MOA) and Articles of Association (AOA) of the club. It was reported that the draft MOA and AOA were prepared based on input from university alumni and best practices from other clubs in the country, in alignment with applicable legal provisions.

The draft Memorandum of Association (MOA) and Articles of Association (AOA), Version 07, dated 11 /11 /24, were presented at the meeting for review and comment. The documents were also shared via a readable web-link on the WhatsApp group, with a request for feedback. The attendees discussed and reviewed the draft MOA and AOA in detail.

All attendees agreed that the Draft Memorandum of Association (MOA) and Articles of Association (AOA) have been thorough ly prepared, reviewed, and accurately reflect their comments and in puts, the purpose, values, and operational procedures of the club, promoting inclusivity, transparency, and respect for members' rights and responsibilities. It was also opined that everyone's comments, inputs, opinions, and suggestions have been incorporated into the MOA and AOA.

The meeting assigned Ms. Fahmida Khatun, Ph.D., Mohammad Tahiat Hossain, Mr. Abu Hena Md Ameerul Ahsan, Mr. Md Mahfuzur Rahman, and Mr. A Y M Saif Ullah (a ll or at least any three of them) to jointly sign the draft Memorandum of Association (MOA) and Articles of Association (AOA) to verify and authenticate them as the official copy for onward submission to the Registrar of Joint Stock Companies and Firms (RJSC) for registration.

After detai led discussion, the MoA and AOA were approved by resolving as under:

RESOLVED THAT the Draft Memorandum of Association and Articles of Association of Jabian Club Limited [Version 07, dated 11 /11 /2024, or the signed copy as validated by the designated persons per the resolutions below (Resolution-4.3)) are hereby approved in their entirety. These documents shall serve as the governing framework for the club's activities, defining its objectives, membership provisions, and the roles, rights, and duties of its members and officers.

FURTHER RESOLVED THAT

• Ms. Fahmida Khatun, Mohammad Tahiat Hossain, Mr. Abu Hena Md Ameerul Ahsan, Mr. Md Mahfuzur Rahman, and Mr. A Y M Saif Ullah (the "Authorized Persons") are jointly empowered to verify the authenticity of the Draft. MOA and AOA by putting signature on it (all or at least any three of them). Upon validation, the signed draft shall be considered the official document for registration.
• The Authorized Person(s) are further authorized to file and register the verified MOA and AOA with RJSC or assign someone, and take all necessary actions to ensure compliance with applicable laws and regulations.
• Jabian Club Limited hereby agrees to fully indemnify and hold harmless the "Authorized Persons", as well as any agent, pre parers of the MoA & AoA, advisers, or agents involved in the drafting, verification, or registration of the Memorandum of Association (MOA) and Articles of Association (AOA). This indemnity covers any and all liabilities, claims, costs, expenses, or losses arising out of or related to actions taken in good faith during the incorporation process or in connection with any activities or responsibilities assigned by this resolution, including but not limited to compliance with regulatory requirements, submission to the Registrar of Joint Stock Companies and Firms (RJSC), and implementation of provisions in the MOA and AOA. This indemnity shall apply to incorporation-related activities and any subsequent actions taken in reliance on the MOA and AOA.
• Once the MoA, AoA, and other dqcuments related to the incorporation, registration, and establishment of the club are validated by the authorized persons, they shall be deemed signed by all promoters involved in the club establishment process.

RESOLVED THAT

• Md. Nazrul Islam Chowdhury, FCS, shall submit the application to the RJSC for the registration of the club on behalf of its promoters and shall incur any necessary expenses and make payments related to this purpose.
• The necessary documentation, including but not limited to the proposed MoA & AoA, list of subscribers, Executive Committee, etc. and any other required information, shall be prepared by the subscribers or authorized persons and submitted to the RJSC and other regulators.
• The Executive Committee shall engage with the RJSC, NSI, and other relevant regulatory bodies to ensure a
  smooth and efficient .incorporation process, addressing any queries or concerns that may arise. Obtaining NSI and other regulatory clearances is the responsibility of each individual subscriber.

• FURTHER RESOLVED THAT the expenses incurred in connection with the incorporation and registration of the
  Club, preparation and drafting of documents and papers, be, and hereby are, approved for reimbursement.
• FURTHER RESOLVED THAT the authority to grant approval for expenses, costs, and the reimbursement
  related to the incorporation, registration and others, of the Club shall rest with the following individuals as Authorized Persons:
  » Ms. Fahmida Khatun, PhD
  » Mr. Mohammad Tahiat Hossain
  » Mr. Abu Hena Md. Ameerul Ahsan
  » Mr. Md. Mahfuzur Rahman
  » Mr. A Y M Saif Ullah
  FURTHER RESOLVED THAT any reimbursement of expenses shall require the joint signature of any three (3) of the Authorized Persons as mentioned in this resolution and listed above to effect the payment and authorize the financial disbursement.