CONSTITUTIONS THE RULES AND CONSTITUTION OF PERSATUAN PENGUSAHA SYARIKAT PERINDUSTRIAN KULIM (KITA), KEDAH. (Revised May 2012) RULE 1 : Name & 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 : Objectives (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 committee.(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 new application.(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 Fees & 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 : General Meeting (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 writing.(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 conclusion. 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 Meeting.• President• Vice-President• Secretary• Treasurer• 3 Ordinary Committee MembersThese 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 previous year.(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 the sub-committees. 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 approved.(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 Association. RULE 9 : Financial Provisions (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 of law.(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 Association.(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 RM2,000.00 (Ringgit Malaysia: Two Thousand only) at any one time may be approved by the President with the Treasurer and the Secretary. Expenses from RM 2,000.00 (Ringgit Malaysia: Two Thousand only) to RM10,000.00 (Ringgit Malaysia: Ten Thousand only) at any one time may be approved by the Committee. Expenses more than RM10,000.00 (Ringgit Malaysia: Ten Thousand only) at any one time must obtain prior approval from a General Meeting.(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 members.(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 Committee. 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 silent.(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 : Prohibitions (1) Taking of drug on the premises and the introduction of prostitutes and bad characters into the premises are strictly prohibited(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, 1959.(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 General Meeting. 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 of Societies. RULE 15 : Dissolution (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 that purpose.(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.