Ordinance Nos,
49 of 1947
[2nd July
, 1947
Short title.

1. This Ordinance may be cited as the Sinhala Welenda Mandalaya Ordinance.

Incorporation of Sinhala Welenda Mandalaya.

2. On and after the passing of this Ordinance the present president, vice- presidents and members of the committee of the said Sinhala Welenda Mandalaya, and such and so many persons as now are members of the said Sinhala Welenda Mandalaya or shall hereafter be admitted members of the corporation hereby constituted, whose names shall be inscribed in the register mentioned in section 5, shall be and become a corporation with liability limited in manner provided in section 13 with continuance for ever, under the name and style of ” Sinhala Welenda Mandalaya”, and by that name shall sue and be sued in all courts, with full power and authority to have and use a common seal and to change and alter the same at their pleasure.

General objects.

3. The general objects for which the corporation is constituted are hereby declared to be-

(a) to promote, foster and protect the commerce of Sri Lanka in general and the commercial interests of the Sinhala Welenda Mandalaya in particular by obtaining by every means the redress of acknowledged grievances and the removal of undesirable restrictions;

(b) to represent and express on commercial questions the opinions of the members of the Sinhala Welenda Mandalaya and to aid, assist and co-operate with others in such representations and expression;

(c) the consideration of all questions connected with the trade, manufactures and industries of Sri Lanka,

(d) to endeavour to promote or oppose legislative and other measures affecting such trade, manufactures and industries;

(e) to collect and circulate statistics and other information relating to all trade, manufactures and industries ;

if) to form a board or commission of reconciliation and of arbitration to settle disputes between parties willing to abide by its decisions and to undertake the settlement of disputes and differences arising out of trade, commerce and industry;

(g) to advise on matters of trade, commerce and industry and to communicate its views on such matters to public authorities, similar associations in other places, and individuals;

(h) by recording its proceedings and decisions, to form a code of practice by which transactions of business may be simplified and facilitated;

(i) to undertake and execute any trusts, and to undertake the obligations of trustees and to co-operate with executors and trustees in the financial administration of any estate or trust and to transact or carry on all kinds of business relating to trusts, (subject always to the provisions of any written law relating to trusts);

(j) to establish and support provident funds for the benefit of the officers, employees and servants of the corporation;

(k) to borrow or raise money for the purposes of the corporation and for that purpose or for securing money for the performance or discharge of any obligation or liability of the corporation or for any other purpose to create, execute, grant or issue any mortgages, bonds or obligations of the corporation and to pay off and re-borrow the moneys secured thereby or any part or parts thereof;

(l) to do all or any of the above things in any parts of the world, and either as principals, agents, trustees or otherwise, and by agents, trustees or otherwise, and either alone or in conjunction with others;

(m) the encouraging and fostering of commercial, agricultural and industrial education, and the award of scholarships;

(n) to encourage members to engage themselves in trade, industry and commerce in Sri Lanka or elsewhere;

(o) to promote goodwill and co-operation among those engaged in trade, industry, commerce and agriculture;

(p) the rendering of assistance to those members who may find themselves in business and financial difficulties;

(q) to do all such other things as may be necessary, incidental or conducive to the interests or benefits of the members or to the attainment of the above objects or any of them or generally for the benefit, protection or advancement of the trade, commerce, manufactures and industries of Sri Lanka;

(r) to enter into, sign and execute any contract, agreement or other documents for the purpose of nominating or appointing any person or persons whomsoever as representative or agent of the corporation or for the purpose of delegating any matter to any person or persons whomsoever or otherwise for all or any of the purposes aforesaid either in Sri Lanka or abroad;

(s) to work for the removal of unfair competition in trade;

(t) to purchase, take on lease or on rent, hire or otherwise acquire any estate, land, building and immovable or movable property in Sri Lanka or elsewhere and to manage, sell, let or sublet, lease or otherwise dispose of any such property or belonging of the Mandalaya, in Sri Lanka or elsewhere;

(u) to establish and assist institutions for the training of salesmen;

(v) to publish periodicals, magazines, journals or any other publication with a view to attaining the objects of the Mandalaya. The objects specified in each paragraph of this section shall not be limited or restricted by reference to or inference from the terms of any other paragraph.

The affairs of the corporation.


(1) The affairs of the corporation shall be administered, subject to the rules . for the time being of the corporation as hereinafter provided, by an executive committee consisting of the president, not more than five vice-presidents, the treasurer, secretary and assistant secretary and not more than forty-one members of the corporation to be elected in accordance with the rules for the time being of the corporation. Such executive committee shall have power to delegate the administration of any portion or portions of the affairs of the corporation to one or more sectional trade committees or subcommittees.

(2) All members of the corporation shall be subject to this Ordinance and the rules for the time being of the corporation.

Register of members.


(1) The executive committee shall cause a register to be kept in which every person who at the date of the passing of this Ordinance is a member of the said association, and every person thereafter duly admitted a member of the corporation hereby constituted, shall have his name inscribed.

(2) The register shall contain the following particulars;-

(a) the name, address, and occupation of each member;

(b) the date at which the name of any person was inscribed in the register as a member;

(c) the date at which any person ceased to be a member.

Powers of the corporation.

6* The corporation shall have power from time to time, at any general meeting of the members, and by a majority of votes, to make rules and pass resolutions for the admission, withdrawal or expulsion of members, for the imposition of fines and forfeitures for breaches of rules, for the election and the conduct of the duties of the executive committee, and otherwise generally for the management of the affairs of the corporation and the accomplishment of its objects. Such rules and resolutions when made and passed may at a like meeting be altered, added to, amended or cancelled subject, however, to the requirements of section 9.[Schedules omitted.-Private enactment]

Powers of the executive committee.

7. The executive committee shall have power to make rules and pass resolutions regarding the procedure to be adopted in the transaction of its business. It shall appoint and allocate the duties of various officers, agents, representatives and servants of the corporation and fix their salaries. It shall be responsible for the collection of dues to the corporation and the expenditure of the corporation’s funds. Such rules may be altered, added to, amended or cancelled by a resolution passed by a majority of the executive committee or by a resolution passed at a general meeting of members.

Rules in the Schedules*

8. Subject to the provisions of this Ordinance, the rules set forth in Schedules A* and B* shall for all purposes be the rules of the corporation and shall come into operation after the first annual general meeting held after the passing of this Ordinance:

Provided, however, that nothing in this section contained shall be held or construed to prevent the corporation at all times hereafter from making fresh rules, or from altering, amending, adding to, or cancelling any of the rules in the said Schedules* or to be hereafter made by the corporation.

Amendment of rules.

9. No rule in the Schedules* nor any rule hereafter passed at a general meeting, and no decisions come to by the corporation in general meeting, shall be altered, added to, amended, or cancelled, except by a majority of the members present and voting at any subsequent general meeting.

Debts and of the corporation.

10 . All debts and liabilities of the said Sinhala Welenda Mandalaya existing at the recoveries time of the coming into operation of “this Ordinance shall be paid by the corporation hereby constituted, and all debts due to, and subscriptions and contributions to, the said Sinhala Welenda Mandalaya shall be paid to the said corporation for the purposes of this Ordinance.

Corporation may hold property.

11. The corporation shall be able and capable in law to take and hold either as . beneficial owner or as trustee or otherwise any property, movable or immovable, upon or by virtue of any instrument of purchase, grant, gift, or lease, or upon or by virtue of any testamentary disposition or otherwise, and all such property shall be held by the corporation

(a) for the purpose of this Ordinance and subject to the rules for the time being of the said corporation or

(b) otherwise for the purpose of and upon the trusts and subject to the conditions in the relative instrument or disposition contained, with full power (subject always to the provisions of any written law relating to trusts and of the relative instrument or disposition) to mortgage, lease, exchange, or otherwise dispose of, encumber or charge such property except immovables and fixed deposits and savings deposits which shall be vested with the board of trustees.


(a) The board of trustees of the corporation shall consist of not more than fifteen members of the Mandalaya.

(b) The first board of trustees shall be- Henry Woodward Amarasuriya (Chairman), Nayage Porolis Fernando (Vice-Chairman), Kodagoda Arachchige Albert Perera, Malagalage Don Gunasena, Yasachandra Pinchabadu Wickremasinghe, Kukulage Winson Lionel Perera, Dewnuge Lionel Fairlie Pedris, Galbode Paiyagalage Don Gabriel, Gate Muhandiram Senapathige Theobald Philip Rodrigo, Muhandiram Pedrick Wakwella, Wickremage Don Paulus Appuhamy, Muhandiram Garanduwe Barage Kirigoris Waidiyasekera Jayaratne, Wewelwela Hewage Hendrick, Leo Ernest Jerome Fernando, Bharati Sirisena Kottegoda.

(c) The functions of the board of trustees, and powers are shown in Schedule B*, which may be changed by the corporation at a general meeting as and when necessary at the direction of the board of trustees or the executive committee.

(d) All vacancies of the board of trustees shall be filled by the general meeting.

Limit of liability of members.

13. The liability of each member of the corporation under this Ordinance shall be limited to the transactions of the corporation which shall have occurred during the period of his membership, and to the maximum sum of one hundred rupees over and above such annual subscription or subscriptions as may be due from such member to the corporation.

Duration of office of the existing executive committee.

14. The committee in office at the time of the passing of this Ordinance shall continue in office until the election of the executive committee at the first annual general meeting held after the passing of this Ordinance.

Saving of rights of the, Republic and others.

15. Nothing in this Ordinance contained shall prejudice or affect the rights of the Republic, or of any body politic or corporate, or of any other person, except such as are mentioned in this Ordinance and those claiming by, from, or under them.