RULES AND CONSTITUTION OF
PERSATUAN PENGUSAHA SYARIKAT PERINDUSTRIAN KULIM (KITA), KEDAH
RULE 1 -
NAME AND REGISTERED ADDRESS
(i) The name of the Association shall be known as
PERSATUAN PENGUSAHA SYARIKAT PERINDUSTRIAN KULIM (KITA),
KEDAH hereinafter known as the "Association".
(ii) Its registered address shall be at c/o SilTerra
Malaysia Sdn. Bhd., Lot 8, Industrial Zone Phase 2,
Kulim Hi-Tech Park, 09000 Kulim, Kedah Darul Aman or at such other
place as the Committee may decide. Its registered
address of the society shall not be changed without the
prior approval of the Registrar of Societies.
RULE 2 -
(i) To foster the building of an ideal community and
environment in Kulim to live and work in.
(ii) To maintain and improve communications and
relationships amongst its members in matters of mutual
interest as well as with the Government and its
agencies, and the community.
(iii) To disseminate to its members information
concerning the actions and decisions of the Government
and its agencies.
(iv) To increase the awareness and understanding amongst
its members regarding policies, procedures and
limitations of the Government and its agencies.
(v) To foster and promote through its existence the
basis for transfer of technology, skills and expertise
to citizens of Malaysia in keeping with the country’s
aspirations for development
RULE 3 - MEMBERSHIP
(i) Full Membership: Any company shall be eligible for
Full Membership provided it has operations in the Kulim
industrial estates. The company shall be represented by
the Chief Executive Officer / MD / the highest level of
management in the Association. The company can also be
represented by an appointed alternate.
(ii) Associate Membership: Any company or organization
shall be eligible for Associate Membership provided it
has a substantial interest in the activities of the Full
Members. Such companies or organizations can become
Associate Members only by majority vote of the Full
Membership. Any such company or organization shall be
represented in the Association by its Chief Executive
Officer / MD / the highest level of management in the
Association. The company or organization can also be
represented by an appointed alternate. Associate Members
may attend meetings and express their views but shall
not be eligible to vote on any issue. Associate members
do not have the right to hold office in the Association
(iii) Every application for membership must be proposed
and seconded by two existing Full Members and shall be
forwarded to the Secretary of the Association, who
shall, at the first opportunity submit it to the Full
Members for approval by a simple majority. Committee
members need not state any reason for voting “No” to any
(iv) Every application that has been formally approved
based on the above conditions shall be required to duly
pay the subscription fee stated in Rule 4(1) of this
Constitution upon request in order to be officially
considered as a member and shall be entitled to all
privileges of membership.
(v) All members shall have equal rights in the
Association unless otherwise stated in the Constitution
of the Association.
RULE 4 -
SUBSCRIPTION FEE AND OTHER FEES
(1) The subscription fee for full members
payable shall be RM2,000.00 (Ringgit Malaysia: Two
Thousand Only) per annum and associate members
payable shall be RM1,000.00 (Ringgit Malaysia: One
Thousand Only) per annum. This shall be applicable
immediately for new members and take effect from
year 2012 for existing members.
(2) The subscription fee shall be payable to the
Treasurer annually in advance within one month after the
first of each January.
(3) A member whose fees are overdue for more than two
month shall be served with a reminder signed by the
Secretary to pay the arrears
within 14 days. If it fails to do so within the
stipulated time, it shall cease to be a member and loses
all rights as a member until the dues are settled.
(4) Special subscription or levies for particular
purposes may be raised from members by resolution of the
General Meeting of the Association. If any member fails
to pay such subscription within such period as may be
resolved, the amount due shall be treated in the same
way as arrears of annual subscriptions.
(5) Any partial payment
of the subscription fee for any new membership shall
only be applicable at half the amount per annum if
the new membership commences after the thirtieth
(30th) of June.
RULE 5 - RESIGNATION
Any member who wishes to resign from the Association
shall give 14 days notice in writing to the Secretary
and shall pay up all dues.
RULE 6 -
(1) The forum for the resolution of all questions
regarding the operation of the Association shall be the
General Meeting of its members. At least one half of the
voting membership or two times the total number of
members of the Committee whichever is lesser must be
present at a General Meeting for its proceedings to be
valid and to constitute a quorum.
(2) If half an hour after the time appointed for the
meeting, a quorum is not present, the meeting shall be
postponed to a date (not exceeding 14 days) to be
decided by the Committee; and if a quorum is not present
half an hour after the time appointed for the postponed
meeting, the members present shall proceed with the
meeting but shall not have the power to alter the
Constitution of the Association or to make decisions
affecting the whole membership.
(3) An Annual General meeting of the Association shall
be held as soon as possible after the close of each
financial year but not later than 31st of March on a
date and at a time and place to be decided by the
Committee. The business of the Annual General Meeting
shall be as follows:
• To receive the minutes of the Annual General Meeting
for the previous year.
• To receive the Committee’s report on the working of
the Association during the previous year.
• To receive the Treasurer’s report and the audited
accounts of the Association for the previous year.
• To elect a new committee.
• To appoint auditors for the ensuing year
• To deal with such other matters of which seven (7)
clear days’ notice shall have previously been given in
(4) The Secretary shall send to all members at least 14
days before the Annual General Meeting, the notice of
meeting including agenda, copies of minutes and reports,
motions together with the audited accounts of the
Association for the previous year. Copies of these
documents shall also be made available at the registered
address or place of meeting of the Association for the
perusal of members.
(5) An Extraordinary General Meeting of the Association
shall be convened:
(a) whenever the Committee deems it desirable or,
(b) at the joint request in writing of not less than one
fifth of the Full Members total, stating the objects and
reasons for calling such meeting.
(6) An Extraordinary General Meeting requisitioned by
members shall be convened for a date within thirty days
(30) days at the receipt of such requisition.
(7) Notice and agenda for an Extraordinary General
Meeting shall be forwarded by the Secretary to all
members at least Fourteen (14) days before the date
fixed for the meeting.
(8) Rules 6(1) and 6(2) of this rule regarding the
quorum and the postponement of an Annual General Meeting
shall apply also to an Extraordinary General Meeting,
but with the proviso that if no quorum is present after
half an hour from the time appointed for a postponed
Extraordinary General Meeting requisitioned by the
members, the meeting shall be cancelled, and no
Extraordinary General Meeting shall be requisitioned for
the same purpose until after the lapse of at least six
(6) months from the date thereof.
(9) The Secretary shall forward to all members a copy of
the draft minutes of each annual and extra ordinary
general meeting as soon as possible after its
RULE 7 - COMMITTEE
(1) A committee of the Association consisting of the
following shall be termed the office bearers of the
Association and shall be elected at the Annual General
• 3 Ordinary Committee Members
These office bearers shall be the Chief Executive
Officer / MD / the highest level of management of
companies holding membership and appointed by those
companies to represent them in the Association.
(2) Names for the above offices shall be proposed and
seconded by the members and election will be by simple
majority vote of Full Members at the Annual General
Meeting. All the office bearers shall be eligible for
re-election every alternate year (during alternate
Annual General Meeting) except the President who may only
hold the same position for 2 consecutive terms.
(3) The function of the Committee is to organize and
supervise the day to day activities of the Association
and to make decisions on matters affecting its running
within the general policy laid down by the General
Meeting. The Committee may not act contrary to the
expressed wishes of the General Meeting without prior
reference to it and shall always remain subordinate to
the General Meeting. It shall furnish a report at each
Annual General Meeting on its activities during the
(4) The Committee shall meet at least once every two
months and seven days notice of each meeting shall be
given to the members. The President acting alone or not
less than three of the Committee members acting together
may call for a meeting of the Committee to be held at
any time. At least one half of the Committee members
must be present for its proceedings to be valid and to
constitute a quorum.
(5) Where any urgent matter requiring the approval of
the Committee arises and it is not possible to convene a
meeting, the Secretary may obtain such approval by means
of a circular letter. The following conditions must be
fulfilled before a decision of the Committee is deemed
to have been obtained:-
a) The issue must be clearly set out in the circular
and forwarded to all members of the Committee.
b) At least one half of the members of the Committee
must indicate that
they are in favour of the proposal for it to be passed.
c) The decision must be by a majority vote.
Any decision obtained by a circular letter shall be
reported by the Secretary to the Committee in the next
committee meeting and recorded in the minutes thereof.
(6) Any member of the Committee who fails to attend
three (3) consecutive meetings of the Committee without
a satisfactory explanation shall be deemed to have
resigned from the Committee.
(7) In the event that a Committee Member is unable to
complete his term, the company which he represents may
appoint a replacement for the balance of his term. If
they choose not to, the committee members shall make the
decision to fill the vacancy or vacancies based on
majority vote to fill the unexpired term as well as the
term that it was originally scheduled to fill.
(8) The Committee shall give instructions to the
Secretary and other officers for the conduct of the
affairs of the Association. It may appoint such
organizers and such staff as it deems necessary. It may
suspend or dismiss any organizer or member of the staff
for neglect of duty, dishonesty, incompetence, refusal
to carry out the decisions of the Committee, or for any
other reason which it deems good and sufficient in the
interest of the Association.
(9) The Committee may form sub-committees, if necessary
and shall give instructions regarding special duties to
RULE 8 -
DUTIES OF OFFICE BEARERS
(1) The President shall during his term of
office, preside at all General Meetings and all
meetings of the Committee and shall be responsible
for the proper conduct of all such meetings. He
shall have the casting vote and shall sign the
minutes of each meeting at the time they are
(2) The Vice-President shall assist the President in his
duties and shall deputize for him during his absence.
(3) The Secretary
shall conduct the business of the Association in
accordance with its constitution and shall carry out
the instructions of the General Meeting and of the
Committee. He shall be responsible for conducting
all correspondence and keeping all books, documents
and papers except the accounts and financial
records. He shall maintain a membership register
with particulars of name, company number, and
address of every member. He shall attend all
meetings and record the proceedings. He shall within 60 days after the holding
of the Annual General Meeting, submit the annual returns
of the Association to the Registrar of Societies as
required under Section 14(1) of the Societies Act, 1966.
(4) The Treasurer shall be responsible for the
finances of the Association. He shall keep accounts
of all its financial transactions and shall be
responsible for their correctness.
(5) The Ordinary Committee members shall assist in the
running of the Association.
(6) The office bearers
namely the President, Vice-President, Secretary and
Treasurer shall be authorised to sign cheques on
behalf of the Association and any two (2) of them
shall suffice as cheque signatories for the
RULE 9 -
(1) The funds of the Association may be expended for any
purpose necessary for the carrying out of its
objectives, including the expenses of its
administration, the payment of salaries, allowances and
expenses to its office-bearers and paid staff, and the
audit of its accounts, but they shall not be used to pay
the fine of any member who may be convicted in a court
(2) The Treasurer may hold a petty cash advance not
exceeding RM500.00 (Ringgit Malaysia: Five Hundred only)
cash at any one time. All money in excess of this amount
shall be deposited in a Bank approved by the Committee.
The Bank account shall be in the name of the
(3) All cheques or withdrawal notices on the Association account shall be signed jointly by any two (2) of the office bearers namely the President, Vice-President, Secretary or Treasurer.
(4) Expenses below RM1,000.00 (Ringgit Malaysia: One
Thousand only) at any one time may be approved by the
President with the Treasurer and the Secretary. Expenses
from RM 1,000.00 (Ringgit Malaysia: One Thousand only)
to RM5,000.00 (Ringgit Malaysia: Five Thousand only) at
any one time may be approved by the Committee. Expenses
more than RM5,000.00 (Ringgit Malaysia: Five Thousand
only) at any one time must obtain prior approval from a
(5) As soon as possible after the end of each financial
year, a statement of income and expenditure and a
balance sheet for the year shall be prepared by the
Treasurer and audited by auditors appointed under Rule
10. The audited accounts shall be submitted for the
approval of the next Annual General Meeting and copies
shall be made available at the registered address or
place of meeting of the Association for the perusal of
(6) The date of the commencement of each financial year
of the Association shall be from the 1st of January and
shall end on the 31st of December annually.
RULE 10 - AUDITORS
(1) The Annual General Meeting shall appoint as paid
auditor a Qualified accountant (or firm of accountants)
who shall not be a member of the Association. The
auditor thus appointed shall hold his appointment until
he resigns or until his appointment is otherwise
terminated by the General Meeting.
(2) The Auditor/Auditors shall be required to audit the
accounts of the Association for the year, and to prepare
a report for the Annual General Meeting. He/They may
also be required by the President to audit the accounts
of the Association for any period within their tenure of
office at any date, and to make a report to the
RULE 11 -
INTERPRETATION OF RULES
(1) Between General Meetings, the Committee shall
interpret the rules of the Association and when
necessary, determine any point on which the rules are
(2) Except where they are contrary to or inconsistent
with the policy previously laid down by the General
Meeting, the decisions of the Committee shall be binding
on all members of the Association unless and until
countermanded by a resolution of a General Meeting.
RULE 12 -
(1) Taking of drug on the premises and the introduction
of prostitutes and bad characters into the premises are
(2) The Association shall not give any benefits as
defined under Section 2 of the Societies Act 1966 to any
member of the Association.
(3) None of the following games shall be played in the
premises of the Association: Roulette. Lotto, Fan Tan,
Poh, Peh Bin, Belangkai, Pai Kau, Tau Ngau, Tien Kow,
Chap Ji Kee, Sam Cheong, Twenty-One, Thirty-one, Ten and
a half, all games of dice, banker’s games and all games
of mere chance.
(4) Neither the Association nor its members shall
attempt to restrict or in any other manner interfere
with trade or prices or engage in any Trade Union
activities as defined in the Trade Union Ordinance,
(5) The Association shall not hold any lottery, whether
confined to its members or not, in the name of the
Association or its office bearers, committee or member.
(6) No university or university college student shall be
admitted as members of the Association without the prior
permission of the Vice Chancellor of the university or
University College concerned.
RULE 13 -
ADMINISTRATION OF PROPERTY
(1) In moveable property of the Association shall be
registered in the name of the Association shall appoint
three (3) officers of the President, Secretary and
Treasurer as the Properties Administration Officer
pursuant to Section 9 (b) of the Society Act 1966, whose
appointment are authenticated by certificate of the
Registrar of Society. They will serve in this capacity
for the duration of their term of office in the
committee. They will automatically cease to hold that
position when their term of office ends.
(2) They are not empowered to sell, mortgage or transfer
the property of the Association unless given authority
to do so by the General Meeting.
(3) In the event that a post falls vacant, the committee
shall have the power to co-opt any other member of the
committee to fill the vacancy until the next Annual
RULE 14 -
AMENDMENTS OF RULES
These rules may not be altered or amended except by
resolution of a General Meeting. The resolution for any
alteration or amendment shall be submitted to the
Registrar of Societies within 60 days of the General
Meeting. Such alterations or amendments shall take
effect from the date of their approval by the Registrar
RULE 15 -
(1) The Association may be voluntarily dissolved by a
resolution of not less than three-fifths of the total
membership at a General Meeting specially convened for
(2) In the event of the Association being dissolved as
provided above, all debts and liabilities legally
incurred on its behalf shall be fully discharged, and
the remaining funds shall be disposed off in such manner
as may be decided upon by a General Meeting.
(3) Notice of dissolution shall be given within 14 days
of the dissolution to the Registrar of Societies.