ARTICLE 1 NAME
(1) The Society shall be known as GABUNGAN PERSATUAN PEDAGANG LOGAM, JENTERA DAN BAHAN-BAHAN PEMBINAAN MALAYSIA (also known as THE FEDERATION OF MALAYSIA HARDWARE, MACHINERY & BUILDING MATERIALS DEALERS’ ASSOCIATION) (herein after referred to as the Association”).
(2) Wherever appropriate, the abbreviation FMHMBA or MHMBA may be used as a short form for the name of the Association.
ARTICLE 2 PLACE OF BUSINESS
(1) The registered place of business of the Association shall be at No: B43-3,Jalan SP2/2, Taman Serdang Perdana, Seksyen 2, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia or at such other place as may be decided by the Board of Directors of the Association. The place of any meeting or function of the Association shall beat the registered place of business or at such other place as the Committee may from time to time determine.
(2) The place of any meeting or function of the Association shall beat the registered place of business or at such other place as the Committee may from time to time determine.
(3) The registered place of business of the Association shall not be changed without the prior approval of the Registrar of Societies
ARTICLE 3 LOGO
The Logo of the Association shall consist of a golden ball at the centre, three gold colour mechanical shapes surrounding the golden ball and three big cross-linking circles of red, yellow and blue colours with white interior circular linings.
(a) The golden ball represents association of members;
(b) The three mechanical shapes represent respectively hardware, machinery and building material dealers;
(c) The colour of the three big circles and the white interior linings represents the colours of Malaysia’s national flag.
ARTICLE 4 OBJECTIVES
The Objectives of the Association shall be:
(1) To promote, provide and maintain high standard and quality of services in and among dealers of hardware, machinery and building materials;
(2) To safeguard the rights and interest of the associations’ members;
(3) To establish and maintain good relationship between members of the association and the general public by publishing and distributing subject to the prior approval of the competent authority, information on the above trades and products of the members;
(4) To act as the official organ of communication and representation for the members in all or any of their representations, petitions, submissions, negotiations and dealings with the government departments, local and public authorities, trade associations, local and foreign suppliers, the media and any other organization and to afford facilities for conferring with the aforesaid authorities, bodies or organizations or conveying the views and suggestions of the members with regards to actual or proposed legislation, regulations, rules, policies or any other matters directly and indirectly affecting the rights and interest of the members in general;
(5) To provide arbitration facilities among members if agreed and requisitioned in writing by the parties concerned;
(6) To have direct or indirect affiliation, cooperation, connection or communication with, or become members of, other local or overseas registered organizations or associations possessing objects similar to those of the association;
(7) To provide and develop training or educational facilities or programs for the members and to further promote their interest and commercial skills in the above referred trades;
(8) To accept donations and gifts or to make donations or gifts for patriotic, educational, religious, charitable or other deserving purposes;
(9) To organize events, functions, activities, or programs to raise funds for the association and/or to foster goodwill and understanding among the members;
(10) To purchase, take on lease, rent, acquire and own property for use of the association in line with its objects;
(11) To collect donations from the society at large subject to the condition that prior approval be obtained from the registrar of societies and other relevant authorities.
ARTICLE 5 MEMBERSHIP
(1) The membership of the association shall consist of ordinary members only.
(2) Eligibility of membership
(a) Any trade and/or industrial society and/or association registered in Malaysia whose principal objects or activities are or related or supplementary to those of the Association, is eligible to apply to become an Ordinary Member of the Association (hereinafter called the Ordinary Member). The Board of Directors shall have the absolute power, authority and discretion in determining whether any such trade and/or industrial society and/or association is eligible to become and be accepted as an ordinary member and the Board of Directors shall not be bound or liable to give or assign any reasons whatsoever to whosoever for the acceptance or non-acceptance as an ordinary member.
(3) Procedure for Membership Application
(a) Every application for membership shall be made on such application form which the Board of Directors may from time to time prescribe.
(b) Every application form shall be signed by the Chairman/President of the applicant association and countersigned by two existing Ordinary Members of the Association supporting such application.
(c) The duly completed application form shall be submitted to the Board of Directors through the Secretary General of the Association who shall present the same to the Board of Directors for its consideration at its next meeting.
(d) Upon making such enquiries as it may deem necessary, the Board of Directors may, without assigning any reason whatsoever, either approve or reject the application and the decision of the Board of Directors shall be final and conclusive which decision shall be conveyed by the Secretary General to the applicant as soon as practicable after the relevant Board of Directors meeting.
(e) Every application by a corporate body for an ordinary membership shall be approved by the Board of Directors with a 2/3 majority.
(4) Entrance Fee and Subscriptions
(a) The entrance fee and annual subscription payable by each ordinary member shall be determined by the Board of Directors and may be revised from time to time by the Board of Directors, subject to the approval of the AGM. Until so revised, the entrance fee and annual subscription payable by the ordinary members shall be:
Entrance Fee Annual Subscription
Ordinary Member RM3000.00 RM2000.00
(b) The entrance fee and the first annual subscription shall be forwarded to the Association together with the membership application form. Upon approval of the membership, the above payments shall be officially accepted by the Association and shall be entitled to all the respective privileges of membership; otherwise the same shall be refunded free of interest to the applicant within thirty (30) days of the rejection of the application.
(c) The annual subscription shall be paid by every member before the 30th June of every calendar year.
(d) The Board of Directors may by a resolution of not less than two-third (2/3) majority of the Board Members, require the Ordinary Members to make special subscription or donation shall be paid by every Ordinary member within two (2) months from the date of passing of the relevant resolution, failing which the amount due shall for all intents and purposes be treated in the same way as arrears of annual subscription. Any Ordinary member may also at its own free will donate or subscribe to such special subscriptions or donations, in any amount as it may deem fit.
(e) The Board of Directors shall have the absolute power to fix a re-entry fee of any amount it may at its sole discretion deem fit for the re-admission of any member whose membership has been previously terminated or has lapsed for any reason whatsoever.
(f) No entrance fee and no part of any annual subscription, special subscription or donation may be refunded to any member upon termination of its membership of the Association.
(5) Resignation, Suspension, Termination or Disciplinary Actions
(a) Any member who wishes to resign from the Association shall give at least two (2) weeks notices in writing to the Association and shall pay up all dues;
(b) The membership of any member shall cease automatically upon winding up or dissolution of the member or de-registration of the member by the Registrar of Societies;
(c) If the annual subscription due from any Ordinary Member for any year has not been paid in full by the 30th June of that calendar year, its membership shall automatically and immediately be suspended until the date the arrears has been fully settled, for a maximum period of six (.6) months. If the arrears is still not fully settled by that member upon the expiry of the aforesaid maximum suspension period, that Ordinary Member shall cease to be a member of the Association immediately thereafter. However, the Board of Directors shall have the absolute power to revive any lapsed or terminated membership and fix a fee for re-admission of such a member. Such membership will revive only upon full payment of all arrears of subscriptions, the re-entry fee and or any other money due to the Association by that member within the period prescribed by the Board of Directors;
(d) If any member has failed to comply with any of the Rules or Bye-laws of the Association or has acted in a manner which brought disrepute upon the Association, the Board of Directors may by a simple majority decision expel that member or suspend its membership for any duration or take any other disciplinary action against that member as the Board of Directors may deem fit. The member concerned shall be informed of the grounds for such expulsion or suspension or disciplinary action in writing and be given an opportunity to defend itself of the charge or charges through its authorized delegate or representative prior to such expulsion, suspension or disciplinary action becoming effective. Such expulsion or suspension shall only he enforced upon expiry of thirty (30) days from the date of receipt by the member concerned of the written notification of the expulsion or suspension, or disciplinary order or notice, unless the same is reversed by a subsequent decision of the Board of Directors itself or by the General Meeting upon appeal by the said member.
(e) Upon receipt by any member from the Board of Directors of any order for termination or suspension of its membership or any disciplinary action order, the member concerned may within thirty (30) days thereof make a written appeal to the Board of Directors against such order. The Board of Directors shall consider the appeal and may by the approval of not less than three quarter (3/4) majority of all the Board Members, lift the termination or suspension or disciplinary action order in full or in part or substitute the same with some other form of disciplinary actions as it may deem fit. If the member concerned is still not satisfied with the Board of Directors’ decision to its appeal, the member may within thirty (30) days of receiving the Board of Directors decision, submit a written appeal to the General Meeting through the Board of Directors. The Ordinary Members at the General Meeting shall determine by a simple majority of votes whether to approve or reject the said appeal, which decision shall he final.
(6) Rights of Members
(a) Every Ordinary Member is entitled to attend any General Meeting through its authorized delegates and its delegates are entitled to speak, vote, elect and be elected at the General Meeting and to submit proposals for discussion and adoption by the General meeting and to enjoy all the membership privileges, benefits and services provided by the Association.
(b) During the suspension period of the membership of any member, that member shall be denied of all privileges and rights of membership inclusive of voting right.
(7) Duties of Members
(a) To abide by the Rules and Bye-laws of the Association. A certified copy of the Rules and Bye-laws shall be kept available at the registered place of business of the Association for inspection and perusal of the members, free of charge.
(b) To uphold the good name and prestige of the Association.
(c) To give the fullest support and cooperation to the Board of Directors and the Office-bearers in ensuring the objects of the Association are being achieved effectively and efficiently.
(d) To attend promptly to all legitimate requests or notices issued by or on behalf of the Association.
(e) To pay promptly the prescribed annual subscription when due, or as the case may be, any special subscription or donation imposed by the Association.
ARTICLE 6 THE BOARD OF DIRECTORS AND OFFICE -BEARER
(1) The Board of Directors and Office-bearers
(a) During the period after the conclusion of one Annual General Meeting until the date of the next Annual General Meeting, all powers of the Association shall be vested in an executive Board of Directors (referred to in this Agreement as the Board of Directors) and the affairs of the Association shall be managed by the Board of Directors.
(b) The Board of Directors shall comprise of not more than thirty five (35) members. Each Ordinary Member shall nominate two (2) of its delegates to be members of the Board of Directors (hereinafter referred to as “Nominated Board Members). The President shall be entitled to nominate and appoint five additional Board of Directors in addition to the elected Board of Directors. Any remaining vacancy of the Board of Directors may be filled by any other suitable delegate of the Ordinary Members, appointed by the President from time to time, subject to approval of the Board of Directors.
(c) The Board of Directors shall elect its Office-bearers at an Annual General Meeting at which the election of Office-bearers is to be held (hereinafter referred to as Election AGM. The Office-bearers of the Board of Directors is as follows:
(i) The President
(ii) The Deputy President
(iii) Five (5) Vice Presidents (one of whom must be a delegate from East Malaysia)
(iv) The Secretary General
(v) The Assistant Secretary General
(vi) The Treasurer
(vii) The Assistant Treasurer
(viii) Nineteen (19) Ordinary Board Members
(d) Election of the Office-bearers of the Board of Directors shall be held once in every three (3) years.
(e) The incumbent Board of Directors shall form an election sub-committee (hereinafter referred to as Election Sub-Committee”) not later than thirty (30) days before the date of the Election AGM, to be in charge of all affairs relating to the election of the Office-bearers for the new term.
(f) The Ordinary Member shall submit to the Election Sub-Committee Office-bearers nomination papers (if any) of its delegates, not later than seven (7) days before the date fixed for the Election AGM
(g) Only the Nominated Board Members are qualified to be candidates for the Office-bearers posts. Each nomination shall be properly completed on the nomination form prescribed by the Election Sub-Committee and every nomination paper shall have to be signed by two authorized delegates for that Election AGM and countersigned by the candidate to signify his acceptance of the nomination, failing which the nomination shall be null and void.
(h) Every nomination paper shall be posted on the Notice Board at the Association’s registered place of business as soon as after it is received by the Election Sub-Committee. Any nomination paper received by the Election Sub-Committee after the prescribed time period shall be invalid and be disqualified.
(i) Election of each Office-bearer shall be decided by a simple majority vote of the delegates present in person at the Election AGM. Every delegate of the Ordinary Members so present at the said Election AGM shall be entitled to cast one (1) vote only.
(j) All the Office-Bearers shall be eligible for re-election at each subsequent Election AGM except that the President shall not be nominated or seek re-election as the President of the Association for more than two (2) consecutive terms. Such a President shall be eligible to seek re-election as the President again after a lapse of at least one term or where another President vacates from the said post before the expiry of his term.
(k) The President and the Deputy President shall be nominated and elected from among the Nominated Board Members who shall also have to be either the current or past presidents of the Ordinary Member,
(l) All Office-Bearers of the Association and all officers performing executive functions in the Association shall he Malaysian citizens.
(m) In the event of death, resignation, termination or otherwise of a member of the Board of Directors, the Board of Directors shall have the full power to either leave it vacant or to co-opt any other delegate of any member of the Association to fill the vacancy until the next Election AGM.
(n) A Board Member shall cease to be a member of the Board of Directors and his Office-Bearer’s position shall be vacated under any of the following circumstances, unless it falls within the exception herein below as in Article 6 1(o).
(i) Once he ceases to be a delegate or the Ordinary Member for whom he represents. The termination shall take effect upon the expiry of one (1) month after receipt by the Secretary General from the Ordinary Member concerned a notice in writing which notifies the Association of the removal of that person as its delegate to the Association, or the earlier acceptance by the Board of Directors of such removal;
(ii) Once he ceases to be a Malaysian citizen;
(iii) On the expiry of one (1) month notice of his resignation as a Board Member, or the earlier acceptance by the Board of Directors of such resignation;
(iv) Once the Ordinary Member he is representing ceases to be a member of the Association;
(v) On his failure to attend three (3) consecutive meetings of the Board of Directors without satisfactory explanation or without leave from the Board of Directors in which case he shall be deemed to have resigned from the Board of Directors, and the Board of Directors shall duly resolve that his office be vacated;
(vi) On being disqualified under the law of this country from continuing as an Office-bearer of the Association; and
(vii) Upon the expiration of his tenure of office.
(o) Exception to Article 6 (n)iv
Any Nominated Board member elected in any Office Bearer post at an AGM prior to an event occurring as stipulated in Article 6(n) iv shall continue and be allowed without the right of any objection by any member to serve his or her term or tenure of office he or she is elected as an Office Bearer irrespective of the fact that the ordinary Member he/she is representing ceases to be a member of the Association.
(2) Board of Directors Meetings
(a) The Board of Directors shall meet at least once in every three (3) months.
(b) A Board of Directors Meetings may be called at any time:
(i) Whenever the President so orders;
(ii) At the joint written requisition of not less than half (1/2) of the members of the Board of Directors, addressed to the Secretary General stating the objects and reasons for convening such a meeting.
(c) A meeting of the Board of Directors requisitioned by the President to the Secretary General within fourteen (14) days of receipt of the requisition, by sending out the notice and agenda for a Board of Directors meeting to all the Board Members at least seven (7) days before the date fixed for such a meeting, failing which the members concerned may lawfully proceed to convene such a meeting.
(d) Subject to sub-section (c) of this clause, notice of all meeting of the Board of Directors with an agenda attached thereto, shall be sent to each Board Member at least seven (7) days prior to the date of the meeting unless such a requirement is waived by all those Board Members attending and voting thereat, who shall comprise of not less than half (1/2) of the total Board Members for the time being.
(e) The quorum for the Board of Directors meeting including one requisitioned by its members, shall be half (1/2) of the total number of the Board Members, present in person. If a quorum is not present within half (1/2) an hour from the time appointed for the commencement of that meeting, the meeting shall he dissolved.
(f) The President, or in his absence the Deputy President or a Vice- President shall be the chairman of all Board of Directors meetings. If any meeting neither the President nor the Deputy President nor any of the Vice-Presidents is present, those Board Members present shall elect one from among themselves to be the chairman of that meeting.
(g) Each Board Member shall be entitled to one (1) vote, but in the event there being a tie in the votes, the chairman presiding over that meeting shall have a second or casting vote.
(h) Every resolution of the Board of Directors shall be decided by a simple majority of votes unless specifically stated otherwise in this Rules.
(i) A resolution in writing signed by all the Board Members present in Malaysia for the time being entitled to receive notice of meeting of the Board of Directors, shall be as valid and effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed separately by one or more of the Board Members.
(j) Proper minutes shall be kept in respect of all Board Members present at the meetings, resolutions and proceedings of the meetings and of any sub-committee formed, and all such minutes, or extracts thereof signed by the chairman of the meeting or the subsequent Board of Directors meeting shall be conclusive evidence of the facts therein stated.
(3) Functions and powers of the Board of Directors
(a) The function of the Board of Directors is to organize and supervise the day to day activities of the Association and to make decisions and deal with all matters affecting its operation within the powers so conferred in these Rules and the general policies laid down by the General Meeting. The Board of Directors shall 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. The Board of Directors shall present at each Annual General Meeting a report on the position of the Association, financial or otherwise, and on the affairs and proceedings of the association during the immediate preceding year.
(b) The general powers of the Board of Directors include:
(i) To monitor and direct the works and activities of the Association and all sub-committees;
(ii) To deal with all matters concerning the administration and management of the Association and make all such decisions and execute all such actions as may be required in the interest of the Association;
(iii) To have sole control and management of the funds, finance, investment and property (movable and immovable) of the Association, subject to these Rules;
(c) In furtherance of and without prejudice to the other powers conferred herein this Constitution the Board of Directors shall also have the following powers;
(i) To appoint and form any subcommittee inclusive of youth, welfare and any other subcommittee that the Board of Directors feels relevant at the point in time and any delegate of the same powers or duties under this Rules and the Board of Directors has the power from time to time to revoke such subcommittee and delegates. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any rules and regulations that may from time to time be imposed on it by the Board of Directors and each sub-committee shall consist of not more than ten (10) persons, at least one (1) of them must be a Board Member. The Board of Directors may also invite any other person who is not a delegate of any of the members to become a sub-committee member if the skill, knowledge and expertise of such person is needed to assist the sub-committee in the proper and effective discharge of its duties provided that the total number of such non delegate persons in each sub-committee shall not be more than two (2) at any given time.
The Board of Directors have the power to form and set up Youth Division comprising of members from age 18 to 45 years with no rights to vote in accordance to the Rules and Regulations of the Youth membership.
(ii) To invite any person whether he be a delegate of the members or not, and to attend any Board of Directors meetings or General Meetings of the Association for any specific purpose as the Board of Directors may deem fit. The total number of persons so invited shall not exceed five (5) for any Board of Directors meeting and twenty (20) for any General Meeting, but such person or persons shall have no right to vote or to be voted in the Board of Directors meeting and any General Meeting.
(iii) To apply any part of the Association’s funds as it may deem fit towards forming and maintaining a Reserve Fund for any specific or general purpose of the Association.
(iv) To raise or borrow any sum of moneys in any lawful manner for the purpose of the Association and to secure the payment of the said moneys upon any terms and conditions as the Board of Directors may deem fit.
(v) To have the sole power to make, amend, alter, add or repeal any Bye-laws for the proper management of the Association including all such regulations relating to the discipline and professional conduct of its members. Such Bye-laws shall be posted on the notice board of the Association and shall be deemed to have been duly served on all members at the end of fourteen (14) days after such notice was posted up. A copy of the Bye-laws or amendment, alteration, addition or repeal thereof made by the Board of Directors shall be available to every member upon request.
(4) Duties of the Office-bearers
(a) The duties of the President shall be:
(i) To preside as Chairman at all General Meetings (except an Election AGM) and all meetings of the Board of Directors and shall he responsible for the proper conduct of all such meetings Provided that he shall be eligible for appointment as the Speaker for an Election AGM if he is not an election candidate for any of the Board Members’ post at that meeting;
(ii) To exercise the rights of a second or casting vote at all meetings in the event of a tie in the votes;
(iii) To direct and control the working and operation of the Board of Directors and various sub-committees;
(iv) To be an ex-officio member of all sub-committees;
(v) To be one of the authorized alternative signatories to all the banking accounts of the Association and to sign official documents on behalf of the Association (where appropriate);
(vi) To represent the Association in its dealings with outside persons or organizations;
(b) The duties of the Deputy President shall be:
(i) To assist the President in all his duties;
(ii) To deputise for the President during the latter’s absence;
(iii) To be one of the authorized alternative signatories to all the banking accounts of the Association and to sign official documents on behalf of the Association (where appropriate).
(c) The duties of the Vice-Presidents shall be:
(i) To assist the President and the Deputy President in all their duties;
(ii) Is deputies for the Deputy President during the latter absence;
(iii) To be one of the authorized alternative signatories to all the banking accounts of the Association and to sign official documents on behalf of the Association (where appropriate).
(d) The duties of the Secretary General shall be:
(i) To be responsible or conducting all correspondence, safe keeping of all books, registers, documents, title deeds and papers except the accounts and financial reports;
(ii) To render proper advise to the Association in ensuring that the conduct of its business is in accordance with its Rules and Bye- laws;
(iii) To represent the Association in its dealings with outside persons or organizations on behalf of the President upon the President’s instruction;
(iv) To attend all meetings except sub-committee meetings (unless he is a member of the relevant sub-committee) and to record the proceedings either by himself or with the help of the Assistant Secretary General;
(e) The duties of the Assistant Secretary shall be:
(i) To assist the Secretary General in all his duties;
(ii) To deputise for the Secretary General during the latter’s absence;
(f) The duties of the Treasurer shall be:
(i) To take charge of all financial matters and to receive and disburse all funds of the Association in accordance with these Rules and as directed by the Board of Directors;
(ii) To keep proper accounts of all financial transactions and be solely responsible for their correctness (an accounting, management or secretarial firm may be appointed by the Board of Directors and be paid to do the actual book-keeping work, it deems appropriate);
(iii) To ensure that proper procedures are followed and adequate controls arc exercised over the funds of the Association including those of the Board of Directors and sub-committees;
(iv) To prepare and present the necessary financial statements and reports to the Board of Directors and to members at General Meetings;
(v) To maintain a petty cash fund of not more than RM500.00;
(vi) To be one of the authorized alternative signatories to all banking accounts of the Association and to sign official documents on behalf of the Association (where appropriate)
(g) The duties of the Assistant treasurer shall be:
(i) To assist the Treasurer in all his duties;
(ii) To deputise for the Treasurer during the latter’s absence;
(iii) To check that the accounts of all financial transactions is in order and shall be responsible for their correctness.
(h) The duties of the Ordinary Board Members:
The Ordinary Board Members shall carry out such duties as may be directed by the President or the Board of Directors.
ARTICLE 7 GENERAL MEETINGS
(1) Annual General Meeting
(a) The supreme authority of the Association is vested in a General Meeting of the members.
(b) The Annual General Meeting of the Association shall be held as soon as possible after the close of the financial year, but not later than 30th June on a date and at a time and place to be decided by the Board of Directors. The agenda or business of the Annual General Meeting shall be:
(i) To receive and adopt the minutes of the previous Annual General Meeting;
(ii) To receive the Report of the Board of Directors for the previous financial year;
(iii) To receive and adopt the audited accounts for die previous financial year;
(iv) To elect the new Office-bearers of the Board of Directors (applicable only in an Election AGM);
(v) To appoint the auditors for the ensuing year;
(vi) To transact any other business provided prior notice of such business has been received by the Secretary General from the members within ten (10) days after the preliminary notice mentioned in sub-section (c) of this clause has been sent to the members.
(c) A preliminary notice of the Annual General Meeting stating the date, time and place of the Annual General Meeting and calling for motions for discussion or amendment to the Rules and Bye-laws and requesting for the list of the delegates, shall be sent by the Secretary General to all members not later than thirty (30) days before the date fixed for the Annual General Meeting and this notice shall also be prominently displayed on the notice board at the registered place of business of the Association. In the case of an Election AGM, the Secretary General shall also request for the particulars of the Nominated Board Members from each Ordinary Members.
(d) Any proposed motion or resolution shall have to be delivered to the Secretary General within ten (10) days of the days of the notice of the Annual General Meeting for incorporation into the agenda for the meeting, In the case of an Election AGM, the relevant particulars of the Nominated Board Members shall also be submitted with the Election Sub-Committee within ten (10) days of the aforesaid preliminary notice.
(e) The Secretary General shall then send to all members at least fourteen (14) days before the Annual General Meeting an agenda specifying the business to be dealt with at the meeting. Together with the agenda shall be included the following:
(i) Minutes of the previous Annual General Meeting;
(ii) Report of the Board of Directors for the previous financial year;
(iii) Audited accounts for the previous financial year;
(iv) Copies of motions and a list of the Nominated Board Members (only applicable for Election AGM).
(f) All members of the Association shall he entitled to receive notice of even Annual General Meeting provided that ally accidental omission to give such notice to or the non-receipt of such notice by any member shall not invalidate the proceedings of any Annual General Meeting or any resolution passed by such meeting.
(2) Extraordinary General Meeting
(a) Any other General Meeting other than the Annual General Meeting shall be known as an Extraordinary General Meeting.
(b) An Extraordinary General Meeting may at any time be called:
(i) By the President; or
(ii) By the Board of Directors by a simple majority vote if so decides
(iii) At the joint request in writing of not less than one-third (1/3) of the Ordinary Members addressed to the Secretary General stating the objects and reasons for such a meeting;
(c) An Extraordinary General Meeting requisitioned by the Ordinary Members shall be acted upon by the Secretary General within thirty (30) days of receipt of the requisition, by sending out the notice and agenda for an Extraordinary General Meeting to all its members at least fourteen (14) days before the date fixed for such a meeting, failing which the members may lawfully proceed to convene such a meeting.
(3) Quorum at General Meeting
(a) At any Annual General Meeting, half (1/2) of the total number of Ordinary Members or the total number of delegates present is at least twice the total number of the Board Members for the time being, whichever is lesser, present at the commencement time fixed for such a meeting, shall form a quorum. Attendance of each Ordinary Member shall be bused on the presence of at least one delegate for the Ordinary Member who shall have signed the attendance list at the time of commencement of such meeting.
(b) For an Annual General Meeting, if a quorum is not present within half (1/2) an hour from the time appointed for the commencement of the meeting, the meeting shall stand adjourned to a date not exceeding thirty (30) days, and at such place and time to be decided by the Board of Directors / Election Sub-Committee, and if a quorum is not present half (1/2) an hour after the time appointed for the commencement of the adjourned meeting, the members so present in person shall have power to proceed with the business of the day but they shall not have any power to make, alter, amend, add to or repeal the Rules and Bye-laws of the Association or to make any decision involving the acquisition or disposal or charge of its immovable property.
(c) If an Extraordinary General Meeting is convened by requisition of the Ordinary Members, at least not less than half (l/2) of the total number of the Ordinary Members, irrespective of the number of the delegates present, shall form a quorum. If within half (1/2) an hour from the time appointed for commencement of that meeting, a quorum is not present, that meeting shall be dissolved and no further Extraordinary General Meeting shall be requisitioned for the same purpose until the lapse of at least six (6) months from the date thereof.
(4) Notice of General Meetings
(a) The notice for convening a General Meeting shall be not less than fourteen (14) days before the date of the meeting.
(b) Notice of every General Meeting shall be given to every member and the auditors for the time being of the Association.
(5) Motions, Resolutions Voting and Polls at General Meeting
(a) Each Ordinary Member is entitled to appoint five (5) delegates and one (1) additional delegate for every fifty (50) members in excess of the first two hundred (200) members of that Ordinary Member, to attend and vote at the General Meetings provided that the total number of delegates representing any Ordinary Member at a General Meeting shall not be more than ten (10).
(b) The right to vote at General Meeting shall be limited to the delegates present in person. Each delegate so present shall be entitled to one vote.
(c) Any matter, motion or resolution which is not stated in the agenda for the meeting, may not be put forward for discussion or decision at a General Meeting unless the same has been received by the Secretary General not later than ten (10) days after the preliminary notice has been given and the same shall be in writing and shall bear the full name and address of the proposer and a seconder and duly signed by both.
(d) At any General Meeting, a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is demanded:
(i) By the Chairman; or
(ii) By the Ordinary Members present in person and representing not less than one-tenth (1/10) of the total number of the Ordinary Members having the right to vote at the meeting.
(e) Unless a poll is so demanded, a declaration by the Chairman that a resolution has by a show of hands been carried or carried unanimously or by a particulars majority, or has been lost, and an entry to that effect in the minutes book of the proceedings of the General Meetings shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(f) If a poll is duly demanded, it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman at his sole discretion may direct, and the result of the poll shall be the resolution of the meeting for the motion or proposal for which the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.
(6) Adjournment of General Meetings
The Chairman at a General Meeting may with the consent of the members at which a quorum is present and shall if so directed by the meeting adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for a period of more than fourteen (l4) days, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of a meeting other than the business left unfinished at the meeting from which the adjournment took place.
A Speaker shall be appointed by the delegates at each Election AGM, to preside over the said meeting and any adjourned meeting thereof until its conclusion, The Speaker need not be a delegate to the meeting, but he shall not be a candidate for any of the Office-Bearers posts.
ARTICLES 8 AUDIT
(1) Two persons who shall not be Office-Bearers of the Association, shall be appointed at each Annual General Meeting as honorary auditors for a team of one (1) year and shall be eligible for re-appointment.
(2) The auditors shall be required to audit the accounts of the Association for the year, and to prepare a report and a certificate for the Annual General Meeting.
(3) The auditors 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 Board of Directors.
(4) In the event any of the auditors retiring or being incapable of acting during his term of office, the Board of Directors shall appoint another auditor in his place for the unexpired period of the term.
(5) The position of the auditors need not be filled by the delegates of members of the Association.
ARTICLE 9 FINANCIAL PROVISIONS
(1) The financial year of the Association shall commence on the 1st January and end on the 31st December every year.
(2) Subject to the following provisions in these Rules, the funds of the Association may be utilised for any purpose necessary for the carrying out of its objects including the expenses for the upkeep and maintenance of the Association’s property and facilities, payment of salaries and allowances to its salaried staff, payment audit fees, accounting fees and administrative expenses, but they shall on no account be used to pay any remuneration to any of the office-bearers or any fine or penalty for any member who may be convicted in a court of law except as provided in the indemnity clause under these Rules.
(3) Without prejudice to the provisions on the maintenance of a petty cash fund, any other money and/or payment to the Association received by any Office-bearer or any member shall forthwith be forwarded to the Treasurer upon receipt of the same and it shall be deposited in the Association’s bank account at a bank approved by the Board of Directors not later than seven (7) working days from the date of receipt of the same by the Treasurer.
(4) Subject to any alteration by resolution passed at meetings of the Board of Directors all cheques, bills of exchange, promissory notes and documents requiring endorsement drawn on the Association’s banking accounts shall be signed jointly by two (2) Office-bearers mentioned herein below provided always that the signatories shall include at least one (1) Office-bearer from each of the following two groups:
(a) Group 1: The President or Deputy President or any of the Vice- Presidents
(b) Group 2: The Treasurer or Assistant Treasurer.
(5) Without prejudice to the preceding sub-sections (2) and (4) above:
(a) Any expenditure not exceeding RM5,000.00 for any single transaction may be authorized by the Secretary General and
(b) Any expenditure not exceeding RM 10,000.00 for any single transaction may be authorized by the President or the Deputy President;
(c) Any expenditure not exceeding RM20,000.00 for any single transaction may be incurred with the prior approval of the Board of Directors;
(d) Any expenditure exceeding RM20.000,00 shall not be incurred without the prior approval of the General Meeting save and expect where such expenditure is to be incurred in connection with or in relation to any official funds raising function or activity organized by the Association, in which case the said RM20,000.00 limit shall not apply and the Board of Directors who shall have full power to incur any expenditure whether or not the cost of the said function or activity or any transaction in connection thereto exceeds RM20,000.00.
(6) All official receipts and payment vouchers of the Association shall be validated by the Treasurer (or any other person for the time being authorized by the Board of Directors) by affixing his signature thereto. In the case of any payment voucher, it must also be countersigned by the Secretary General or Assistant Secretary General before any payment is made regardless of whether payment is by cash or otherwise.
ARTICLE 10 PROPERTY
(1) All immovable properties of the Association shall he registered in the name of the Association.
(2) All contracts and instruments relating to any dealing of any immovable property of the Association shall be as valid and effective if they had been executed by a registered proprietor provided that they are executed by three (3) of the principal Office-bearers for the time being of the Association i.e. the President, the Secretary General and the Treasurer whose appointments are authenticated by a certificate issued by the Registrar of Societies and affixed with the seal of the Association.
(3) No sale, transfer, charge, assignment, mortgage, pledge, lease or any other dealing of any immovable property of the Association shall be effected except with the prior approval of not less than two-third (2/3) majority of the delegates present in persons at a General Meeting.
(4) Any purchase or otherwise acquisition of any immovable property for the Association shall be made only with the prior approval of not less than two- third (2/3) Board Members present and voting in persons at a Board of Directors meeting.
ARTICLE 11 MISCELLANEOUS PROVISIONS
Any member of the Board of Directors and any sub-Committee and any officer of the Association for the time being performing any official duty of the Association or acting in relation to any affairs of the Association in good faith shall be indemnified by the Association on all losses sustained or costs incurred by such member save and except any such losses sustained or costs incurred was due to the fault or omission or negligence of that member concerned.
(2) Advisors, Honorary Advisors and Patrons
(a) The Board of Directors shall if it deems fit and necessary and at any time and from time to time, appoints any suitable and qualified person to be the Advisor, Honorary Advisor, or Patron of the Association for such period as the Board of Directors may decide. The person appointed must give his consent in writing. The number and terms of appointment of such Advisors, Honorary Advisors or Patrons shall be decided by the Board of Directors from time to time and the Board of Directors shall have the absolute power to revoke or withdraw any such appointment by resolution at its meeting at any time it deems fit without assigning any reason thereto. Such Advisor, Honorary Advisor or Patron shall have no voting right at any General meeting or Board of Directors meeting but shall be entitled to speak only upon invitation of the Chairman of any such meetings.
(b) Notwithstanding anything to the contrary, the President shall automatically become an Honorary Advisor of the Association for a period of one (1) year immediately after his retirement as a President and is eligible for re-appointment thereafter.
(a) No Board Members of the Association shall receive any remuneration except for any such specialize jobs or assignment requiring certain legal, tax, management, accounting, secretarial, audit or any other professional expertise/skill, etc. that has been specifically commissioned by the Board of Directors at an agreed fee,
(b) The Association shall not attempt to restrict or in any other manner interfere with tile trades or prices or engage in any Trade Union activities defined in the Trade Union Act 1959.
(c) The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purpose
(d) The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its Office-bearers, Board of Directors or members.
(e) No gambling of any kind is allowed in the association. The introduction of materials or game that may be linked directly or indirectly to gambling is also prohibited
(f) The introduction of forbidden drugs or person of bad character to the Association premises is prohibited.
(4) Amendment to Rules
(a) The Rules of the Association may be amended from time to time by resolution of the Ordinary Members in General Meeting after due notice for that purpose shall have been given to the members.
(b) Any resolution to amend any of the Rules of the Association must receive not less than two-third (2/3) majority votes of the delegates of the Ordinary Members present in person at that meeting where the amendment is proposed.
(c) Any amendment to the Rules shall be forwarded to the Registrar of Societies within sixty (60) days of being passed by the General Meeting and such amendment shall take effect from the date of the approval by the Registrar of Societies.
(a) During the interval of two General Meetings the Board of Directors shall interpret the Rules and Bye-laws of the Association and when necessary, determine any point on which the Rules or Bye-laws is silent.
(b) Except where they are contrary to or inconsistent with the policy previously laid down by the General Meeting, the interpretation of the Board of Directors on any Rule or Bylaws or on any point which is not explicitly stated in the Rules or Bye-laws shall be binding on all members of the Association unless and until countermanded by a resolution of a General Meeting.
(6) Notices, Orders and Information
(a) Unless otherwise provided any notice, order or information required to be given to members may be given either personally by hand or by sending then by ordinary post addressed to such members at their last known places of business or address and shall be deemed to have been duly served on such members in the ordinary course of post.
(b) In any event, any notice, order or information posted on the Association’s notice board shall be deemed to have been duly served on all members at the expiration of fourteen (14) days after such notice, order or information was so posted up.
(7) Complaints and Suggestions
Any complaint or suggestion by members shall have to be in writing addressed to the Secretary General or entered by the members in the book (if any) provided for the said purpose. The Secretary General shall refer such complaint or suggestion to the Board of Directors at the earliest opportunity for its decision and the Board of Directors decision thereto shall be final.
(a) The Association may be dissolved with the consent of not less than two-third (2/3) of the total number of Ordinary Members of the Association at a General Meeting.
(b) In the event of the Association being dissolved as provided in the preceding sub-section (a), the funds of the Association, after payment of all debts and liabilities shall be distributed in such manner as the majority of the delegates attending the General Meeting shall think fit.
(c) Notice of dissolution shall be given to the Registrar of Societies within fourteen (14) days of such dissolution.
- This amended constitution was adopted by the Extraordinary General Meeting of The Federation of Malaysia Hardware, Machinery & Building Materials Dealers’ Association (FMHMBA) held on 17th September 2017, and approved by the Registrar of Societies, Malaysia on 1st November 2017.
- The Chinese version of constitution is for informational purposes only, if there are differences between Chinese and English version, the English version shall be prevailed.