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THE RULES OF THE KEDAH CHINESE CHAMBER OF COMMERCE AND INDUSTRY
( As At 15-09-2008 ) |
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DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA KEDAH
KEDAH CHINESE CHAMBER OF COMMERCE AND INDUSTRY
( I ) GENERAL PRINCIPLES
1. NAME AND REGISTETRED ADDRESS
a. The name of the Association shall be called Dewan Perniagaan Dan Perindustrian Cina, Kedah ( Kedah Chinese Chamber Of Commerce And Industry) hereafter referred to as “The Chamber”.
b. The registered address of the Chamber shall be at 2nd Floor, 749, Lebuhraya Darul Aman, 05000 Alor Setar, Kedah Darul Aman or at such other place as may from time to time be decided on by the Committee.
The registered address of the Chamber shall not be changed without prior approval of the Registrar of Societies.
2. FLAG AND EMBLEM
The emblem is made up of 3 C’s in the center with one C circling the other.
The 3 C’s are being encircled by a gear.
The 3 C’s and gear are gold in color.
a. The 3 C’s in the center represent “ Chinese Chamber of Commerce”.
b. The outer gear symbolizes “ industries” and represent a union of commercial and industrial bodies joined hand in hand for the mutual advancement and progress under one flag.
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c. The 3 C’s and the gear coincide with the name of the Chamber i.e. Chinese Chamber of Commerce and Industry.
d. Gold color is used to symbolize “prosperity and glory” and also to symbolize the bright future of the national development and economy.
3. OBJECTS
a. To promote liaison and co-operation among members of the Chinese Chamber of Commerce and Industry in Kedah for the safeguard, promotion, and advancement of all interests of its members in respect of commerce, industry, primary and other economic activities.
b. To study and formulate views, observation and recommendations of the Chinese business
community in Kedah State in respect of the nation’s socio-economic development, so as to
promote better understanding between the community and the state government or other
public / private sector organization, and in furtherance of this object, to contribute towards
the development of national economy and the promotion of national unity.
c. To liaise with local or overseas Chambers of Commerce and Industry or economic
organizations. In particular, to organize or participate in meeting relating to economic
matters, trade missions, exhibitions, other activities relevant to the promotion of economic
co-operation and business globalization.
d. To promote social, welfare, cultural, educational activities, and information technology.
e. To organize or sponsor business enterprising and manpower training programs or
lessons beneficial to the economic development of the nation.
f. To collect, collate and disseminate information relating to commerce, industry and other
economic sectors.
g. To arbitrate between members in their disputes.
h. To provide other commercial and industrial services.
i. All monies and profits accruing to the Chamber from participation in any business shall be
applied solely towards the furtherance, promotion and execution of the objects of the
Chamber and no portion thereof shall be paid by way of dividend, bonus, or profit to any
member of the Chamber, provided that nothing herein expressed or contained shall prevent
the payment in good faith of remuneration or expenses of both to any officer or servant of
the Chamber, or other person or persons for services actually render by him or them to the Chamber.
( II ) MEMBERSHIP AND QUALIFICATION
4a. Any registered Malaysian Chinese controlled commercial or industrial association in Kedah state is eligible to apply to become an association member of Dewan Perniagaan Dan Perindustrian Cina, Kedah.
b. Any registered Malaysian Chinese controlled firm or company in the Kedah state is eligible to apply to become a company member of Dewan Perniagaan Dan Perindustrian Cina, Kedah.
For the purposes of this rule, an organization shall deem to be controlled by Chinese, if
i. more than half of the members of its board of directors or general committee are Chinese. For partnership, more than half of the partners are Chinese; and if applicable.
ii. more than half of the issued and paid-up capital of the organization are controlled by Chinese; and if applicable.
iii. more than half of the total voting rights of the organization are controlled by Chinese.
c. Any Malaysian Chinese residing in Kedah state who is engaged in commercial or industrial or
professional career is eligible to apply to become an individual member of Dewan Perniagaan
Dan Perindustrian Cina, Kedah.
5. The following shall not be eligible for membership or to be member’s representative:
a. Non Malaysian Chinese
b. Mentally retarded or insane person
c. Undischarged bankrupt
d. A person who operates improper trade ( illegal business ) and who has been convicted in rt. Court.
e. An individual whose age is below 18 years old.
f. A person who has been convicted whether within or outside Malaysia of any offence
involving fraud or dishonesty punishable on conviction with imprisonment of three months
or more or subject to a fine of more than RM2,000.00
g. Any association or company member whose organization is subsequently found not to be
controlled by Chinese shall automatically ceased to be a member of the Chamber.
( III ) MEMBERSHIP PRIVILEGES
6a. Company and individual member shall be entitled to all privileges after being a member Dewan Perniagaan Dan Perindustrian Tiong Hwa for six months.
b. Association member, after being admitted as a member, shall be entitled to all the privileges except the right to vote at General Meetings.
7. Subject to Rule 6 above, all members shall be entitled to the following privileges :-
a. In a plenary session a member shall have the right to speak, to propose and to vote.
b. A member shall have the right to elect and to be elected.
c. A member shall have the right to enjoy all the advantages provided under the rules of the Chamber.
( IV ) OBLIGATION OF MEMBERS
8. All members shall fulfill the following obligation:
a. All members shall abide by the Chamber’s rules and all its resolutions.
b. To assist in the execution of the affairs of the Chamber.
c. To contribute towards the maintenance of the Chamber.
9. Every member being admitted shall pay the following entrance fee to the Chamber upon admission:
a. Association member : RM1,500.00. No monthly subscription is levied.
b. Company life member : RM800.00. No monthly subscription is levied.
c. Individual life member : RM300.00. No monthly subscription is levied.
d. Special subscriptions or levies for particular purpose may be raised from members by
resolution of the general meeting of the Chamber. He shall be denied the privileges of
membership until the subscription is settled. Three (3) months notice in writing shall be given
to him to settle the arrear, failing which he shall cease to be a member of the Chamber.
( V ) ADMISSION AND REGISTERED OF MEMBERS
10. An applicant for membership shall be required to fill in an application form duly introduced
by two members of the Chamber. After the approval of the General Committee meeting and
on payment of the admission fee, the applicant shall then become a member.
11. Votes on an applicant’s membership : Approval of an application for membership shall be decided by the majority votes at the General Committee meeting. The Chairman shall have the casting vote if there is a tie.
12. Any member wishing to resign from the Chamber shall give two weeks notice in writing to the Honorary Secretary and shall pay all dues. Its resignation shall become effective upon the approval of the General Committee meeting.
13. A member violating any one of the following offences shall be reported to the General Meeting by Committee after appropriate investigation. The General Meeting shall have the right to expel the offending member.
a. infringement of the Chamber’s regulation.
b. infringement of any of the sub-section of Rule 5.
14. No refund of any subscription to the Chamber shall be made to a member whose membership has been terminated and he shall not be entitled to all the privileges and the Chamber’s property.
( VI ) OFFICE BEARERS
15a. There shall be one General Committee comprising not more than 37 members of which 30 shall be elected in accordance with rule 42.a. below.
b. No General Committee member shall hold more than one post mentioned in Rule 15.d. below.
c. The General Committee shall be at liberty to appoint not more than 7 members from among the Registered Association members as General Committee members. The Registered Association members shall not be eligible to hold any of the posts mentioned in Rule 15.d below except the Presidents of The Chinese Chamber Of Commerce And Industry Of Central Kedah and Dewan Perniagaan Tionghoa Kedah Selatan who may be appointed as the Vice Presidents. However, each Registered Association member is entitled to have only one representative as a General Committee member. When any of such representative has ceased to be the member of the Association he represents, he shall forthwith relinquish his post as a General Committee member in the Chamber.
d. The General Committee shall consist of one President, one Deputy President, three Vice Presidents, one Honorary Secretary, one Assistant Honorary Secretary, one Honorary Treasurer, one Assistant Honorary Treasurer, one Public Relation Officer, one Assistant Public Relation Officer, one Commercial and Industrial Officer, one Assistant Commercial and Industrial Officer, one IT Officer, one Assistant IT Officer, one Welfare Officer and one
Assistant Welfare Officer.
e. The General Committee shall have the right to appoint sub-committee when necessary.
f. The General Committee shall have the right to appoint advisors as and when necessary to assist the General Committee.
g. The General Committee members of the Chamber and every officer performing executive functions in the Chamber shall be Malaysian Chinese.
16. The General Committee shall have the right to employ Executive Secretary, Assistant Executive Secretaries, clerks, book-keepers and workers.
17. The tenure of the General Committee members shall be two years per term. All the General Committee members shall be eligible for re-election. The President shall not continue the Tenure of office as President for more than two terms consecutively (4 years).
18. Outgoing General Committee members shall cease their duties only when the incoming new General Committee members have resumed office.
19a. In the event of the office of President falling vacant during the term, the deputy President shall automatically fill the vacancy as President. In the event of the office of Deputy President falling vacant, the Vive-President shall automatically fill the vacancy of the Deputy President. In such event the office of the Vive President shall fall vacant, the General Committee shall then be empowered to elect from themselves to fill the office of the Vice President. This period of office filled by the new President for the remaining period shall not be considered as part of the two terms or 4 years as mentioned in Rule 18.
b. When the President, Deputy President and Vice President are all absent or on leave, then the General Committee shall nominate one committee member to the office of Acting President For such period of absence or on leave, who shal then cease to act in such capacity upon the return of any of the President, Deputy President and Vice President.
20. All the General Committee members shall be honorary.
21. Any of the following acts shall render a General Committee member to dismissal from office. Such dismissal shall required the approval of the General Meeting.
a. Infringement of any sub-section of Rule 5.
b. Cause damages and/or loss in anyway to the Chamber and/or its properties.
22. The function of the General Committee is to organize and supervise the day to day activities of the Chamber and to make decisions on matters affecting its running within the general policy laid down by the wishes of the general meeting without prior reference to it and shall always remain subordinate to the general meeting. It shall furnish a report to each annual general meeting on its activities during the previous year.
23. The General Committee shall meet at least once every three months, and 7 days notice of each meeting shall be given to members, the President acting alone, or not less than four of its members acting together may call for a meeting of the General Committee to be held at any time. At least one half of the General Committee members must be present for its proceedings to be valid and to constitute a quorum.
24. Where any urgent matter requiring the approval of the General Committee arises and it is not possible to convene a meeting, the Honorary Secretary may obtain such approval by means of a circular letter. The following conditions must be fulfilled before a decision of the General 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 General Committee.
b. At least one-half of the members of the General Committee must indicate whether they are in favor or against the proposal; and
c. The decision must be by one-half of the majority vote. Any decision obtained by circular letter shall be reported by the Honorary Secretary to the next General Committee meeting and recorded in the minutes thereof.
25. Any member of the General Committee who fails to attend three consecutive meetings of the General Committee without satisfactory explanation shall be deemed to have resigned from the General Committee.
26. In the event of the death or resignation of a member of the General Committee, the candidate who received the next highest number of votes at the previous election shall be invited to fill the vacancy. If there is no such candidate or if such candidate declines to accept office, the General Committee shall have the power to co-opt any other member of the Chamber to fill the vacancy until the next annual general meeting.
27. The General Committee shall give instruction to the Honorary Secretary and other officers for the conduct of the affairs of the Chamber. 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 General Committee, or for any other reason which it deems good and sufficient in the interest of the Chamber.
( VII ) DUTIES AND POWER OF OFFICE BEARERS
28. The duties of the General Committee members shall be:-
a. The President shall be the principal representative of the Chamber in dealing with external affairs. He shall preside at all General Meeting and General Committee Meeting and execute the decisions and resolutions of the said meetings and to supervise the management of the affairs of the Chamber. The President shall have the power to approve any payment of extraordinary nature for the sum of not exceeding RM5,000.00. Payment of extraordinary nature exceeding RM5,000.00 shall require sanction of the General Committee.
b. The Deputy President shall assist the President in carrying out his duties, and to deputize for the President when the latter is absent or on leave.
c. The Vice President shall assist the President and Deputy President when either one or both are falling absent or on leave.
d. The Honorary Secretary shall conduct the business of the Chamber in accordance with its rules, and shall carry out the instructions of the General Meeting and of the General Committee. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the account and financial records. He shall within 28 days after the holding of the Annual General Meeting of the Chamber submit the annual returns of the Chamber to the Registrar of Societies as required under section 14(1) of the Societies Act, 1966.
e. The Assistant Honorary Secretary shall assist the Honorary Secretary in executing all the duties and shall act for him in his absence.
f. The Honorary Treasurer shall take charge of the Chamber’s monies, vouchers and accounts, submit monthly statement of income and expenditure to the General Committee meeting, prepare the duly audited Annual Account for the approval of the General Meeting. Any amount of RM500.00 and above shall be deposited in the Chamber’s bank account approved by the General Committee. The bank account shall be in the name of Chamber. In conjunction with the President or Honorary Secretary he shall sign all cheques on behalf of the Chamber.
g. The Assistant Honorary Secretary shall assist the Honorary Treasurer in executing his work.
h. The Commercial and Industrial Officer shall be responsible for the introduction and direction in external or internal trade and the investigation and compilation of statistics relating to the commercial and industrial matters.
i. The Assistant Commercial And Industrial Officer shall assist the Commercial and Industrial Officer in carrying out previous functions and in the absence of the Officer to assume his Duties respectively.
j. The Welfare Officer shall be in charge of charitable and educational affairs of the members and public welfare activities.
k. The Assistant Welfare Officer shall assist the Welfare Officer in carrying out his duties.
l. The IT Officer shall deal with all duties in relevant to information technologies and networking.
m. The Assistant IT Officer shall assist IT Officer in carrying out his duties.
n. The Public Relation Officer shall discharge duties relating to negotiations, liaison with other Chambers of Commerce and Industry, associations and government authorities.
o. The Assistant Public Relation Officer shall assist the Public Relation Officer in carrying out his duties.
p. The General Committee shall carrying out its duties in accordance with the rules of the Chamber and decisions of the General Meeting.
q. Resolutions to buy or to sell properties of the Chamber shall be valid with the approval of at least three-quarters of the members attending the Extraordinary General Meeting. Notice of such Extraordinary General Meeting must be published in a Chinese newspaper.
( VIII ) MEETING
29. The meetings shall be classified as follows:
a. Annual General Meeting.
b. Extra-Ordinary General meeting.
c. General Committee Meeting.
d. Emergency General Committee Meeting.
e . Sub-Committee Meeting.
30. The supreme authority of the Chamber is vested in a General Meeting of the members. At one-half of the total membership of the Chamber or twice the total number of members of the General Committee, whichever is the lesser must be present at a General Meeting for its proceedings to be valid and to constitute a quorum.
31. 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 30 days) to be decided by the General Committee, and if a quorum is not present half an hour after the time appointed for the adjourned meeting, the members present shall have power to proceed with the business of the day but they shall not have the power to alter the rules of the Chamber or to make decisions affecting the whole membership.
32. An Annual General Meeting of the Chamber shall be held as soon as possible after the close of each financial year but not later than 30th April on a date and at a time and place to be decided by the General Committee. The business of the Annual General Meeting shall inter alia be:-
a. To receive the General Committee’s report on the working of the Chamber during the previous year.
b. To receive the Honorary Treasurer’s report and the audited account of the Chamber for the previous year.
c. To elect a General Committee and to appoint auditors for the ensuring term (if applicable).
d. To deal with such other matters as may be put before it.
33. The Honorary Secretary shall send to all members at least 14 days before the Annual General Meeting an agenda including copies of minutes and reports, together with the audited accounts of the Chamber for the previous year. Copies of these documents shall also be made available at the registered address or place of meeting of the Chamber for the perusal of members.
34a. An extraordinary General Meeting of the Chamber shall be convened:
i. whenever the General Committee deems it desirable, or
ii. at the joint request in writing of not less than one-fifth of the members, stating the objects and reasons for such meeting.
b. An Extraordinary General Meeting requisitioned by members shall be convened on a date within thirty days of the receipt of such requisition.
c. Notice and agenda for an Extraordinary General Meeting shall be forwarded by the Honorary Secretary to all members at least fourteen days before the date fixed for the meeting.
35. Rule 30 and 31 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 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 months from the date thereof.
36. Emergency General Committee Meeting shall be summoned by the President or on a special written request to the Honorary Secretary by at least seven General Committee members. Such meeting must be convened within three days on receipt of the written request from the said General Committee members or upon summoned by the President.
37. In all General Committee Meetings, the President shall be the Chairman. In the absence of the President, the Deputy President and the Vice President, the members present shall appoint one of their members to be the Chairman.
38. Meeting of Sub-Committee shall be convened by Sub-Committee Chairman. All decisions and resolutions in such meeting shall be reported to the General Committee.
39a. In all the General Meeting all individual members shall have to attend personally.
b. Company members shall be represented by the representatives appointed by them earlier as indicated in the Registrar of members. In the case of any representative being appointed earlier is not able to attend the General Meeting for whatever reason or no representative has has ever been appointed earlier, the following persons are only eligible to be appointed as representatives:-
i. For a limited company : to be represented by any one of its directors.
ii. For a partnership : to be represented by any one of its partners.
iii. For a sole-proprietor : to be represented by the proprietor or his/her Manager.
c. Association members shall be represented by any one of their General Committee Members. The appointment letter shall be signed by the President in conjunction with the Honorary Secretary.
d. In all cases all the representatives must be Chinese citizens and the instrument appointing a representative shall be deposited at the Registrar Office of the Chamber not less than forty-eight hours before the time for holding the General Meeting or adjourned General Meeting and in default the instrument of appointing a representative shall not be treated as valid.
40. In all General Committee Meeting and Sub-Committee Meetings, any member unable to attend shall ask for leave personally, or by letter.
( IX ) ELECTIONS
41. The election rules shall be as follows:
a. Preliminary Election :
Organization for the biennial election shall take place before 30th April at the General Meeting. The individual members and company members shall elect from among them thirty members to form a General Committee.
The first thirty members receiving the highest number of votes shall be elected to the General Committee. In the event of tie, the decision shall be made by drawing lots.
b. Final Election :
Final election shall be held within two weeks after the preliminary election.
The President, Deputy President, Vice President and other Officer Bearers shall be elected by Ballot from and among the 30 Committee Members elected.
c. The investiture of Office Bearers shall be held within two weeks after final election.
42. According to Rule 6.a., members newly admitted for less than twelve months shall not have the right to vote or to be elected to any office for the ensuing term.
43. Any member who infringes any section of Rules 5 during election period shall be deprived of the right to vote and to be elected.
44. Being elected as a General Committee Member, such member must express his written acceptance within ten days on receiving the notification of his appointment to the General Committee, otherwise he shall be considered as he has declined such appointment.
45. On investiture day all documents, books, accounts etc shall be handed over to the incoming General Committee members by out going General Committee members. In the event of any Discrepancy which occurred before the investiture day being discovered within four months from the date of handing over, the responsibilities of such discrepancy shall rest on the previous General Committee members.
( X ) PROPERTY AND EXPENDITURE
46. All properties of the Chamber shall be managed by the President, Deputy President, Vice President, Honorary Secretary and Honorary Treasurer. The signatories for the bank accounts of the Chamber shall be the President, Honorary Secretary and Honorary Treasurer. Any cheques, documents and instruments shall bind the Chamber as soon as they are signed by any two out of three signatories mentioned earlier.
47. The expenditure shall be classified into Current Expenditure and Special Expenditure.
a. The Honorary Treasurer shall prepare an estimate current expenditure and summit to the General Committee for approval.
b. The date of the commencement of the financial year of the Chamber shall be from the 1st of January and shall end on 31st of December annually.
( XI ) INTERPRETATION OF RULES
48a. Between Annual General Meeting, the General Committee shall interpret the rules of the Chamber and, when necessary, determine any point on which the rules are silent.
b. Except where they are contrary to or inconsistent with the policy previously laid down by the General Meeting the decisions of the General Committee shall be binding on all members of the Chamber unless and until countermanded by a resolution of the General Meeting.
49. The rules of the Chamber shall come into effect immediately after adoption by the General Meeting and approval by the Registrar of Societies.
50. The General Committee shall have the power to submit addition and amendments to the above rules for the approval at a General Meeting when necessary.
( XII ) AUDIT
51a. Two persons, who shall not be office-bearers of the Chamber, shall be appointed by every alternate Annual General Meeting as Honorary Auditors. They shall hold office for two years and may be re-appointed. One of the Auditors so appointed shall be a qualified person under Accountants Act 1967. In the event of the office of Auditors falling vacant, the General Committee shall convene an Extra-Ordinary General Meeting of members within 30 days of the office of the Auditor falling vacant to appoint any other person to fill the casual vacancy.
b. The Auditors shall be required to audit the accounts of the Chamber for the year, and to prepare a report or certificate for the Annual General Meeting. They may also be required by the President to audit the accounts of the Chamber for any period within their tenure of office at any date, and to make a report to the General Committee.
( XIII ) TRUSTEES
52. Property Executors
a. The existing Office-Bearers shall be responsible for movable properties of the Chamber.
b. All immovable properties of the Chamber must be registered under the name of the Chamber. The Chamber shall have the power as a registered property owner to execute all documents regarding the ownership of the properties. The property executors must be the existing President, Honorary Secretary and Honorary Treasurer.
c. They shall have vested in them all immovable property whatsoever belonging to the Chamber and shall deal with it in such manner as the General Meeting may direct.
d. The Property Executors shall not sell, mortgaged, withdraw or transfer any of the property of the Chamber without the consent, authority and approval of at least three-quarter of the members attending the General Meeting.
e. A Property Executors may be removed from office by the General Meeting on the ground that, owing to ill health, unsoundness of mind, absence from the country for more than one year, or any other reason, he is unable to perform his duties or unable to do so satisfactorily.
( XIV ) PROHIBITION
53a. None of the following games shall be played in the premises of the Chamber : Lotto, Fan Tan Poh, Peh Bin, Belangkal, Pai Kau, Tau Ngau, Tien Kow, Chap Si Kee, San Cheong,Twenty-one, Thirty-One, Ten and a Half, all games of dice, banker’s games and all games Of mere chance.
b. The Chamber shall not attempt to restrict or in any other manner interfere with the trade or prices of goods or engage in any Trade Union activities as defined in the Trade Union Ordinance 1959.
c. The Chamber shall not hold any lottery, whether confined to its members or not, in the name of Chamber or its office-bearers, committee(s) or member(s) unless approved by the relevant authorities.
d. No benefits as defined under section 2 of the Societies Act, 1966 shall be given by the Chamber to any of its members.
e. No school, college or university student shall be admitted as a member of the Chamber unless he or she has obtained a prior written permission from the school or college principal or Vice Chancellor of the university concerned.
( XV ) ADMENDMENT OF RULE
54. These rule may not be altered or amended except by resolution of a General Meeting. Application for any such alterations or amendments shall be made to the Registrar within 28 days from the date of the decision to make the change or the amendment and shall take effect from the date of their approval by the Registrar of Societies.
( XVI ) DISSOLUTION
55a. The Chamber may be voluntarily dissolved by a resolution of not less than three-quarter of the total membership.
b. In the event of the Chamber 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 b a General Meeting.
c. The notice of the dissolution shall be given within 14 days of the dissolution to the Registrar of Societies.
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