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PERSATUAN BILIK AIR BERKUALITI, MALAYSIA

(QUALITY RESTROOM ASSOCIATION OF MALAYSIA – QRAM)

This constitution and By-Laws has been reviewed on 15th January 2009, 24th November 2010 and 6th November 2012


ARTICLE 1

Name & Address

1. The name of this Association shall be PERSATUAN BILIK AIR BERKUALITI, MALAYSIA (QUALITY RESTROOM ASSOCIATION OF MALAYSIA - QRAM). “Herein referred to as National Association”.

2. The registered address is 2nd Floor, 29 Jalan Bandar 2, Taman Melawati, 53100 Kuala Lumpur or such other place or places as may from time to time be decided by the National Council.

(Amended on 6.11. 2012)

3. The registered address and correspondence address shall not be changed without the prior approval of the Registrar of Societies.

ARTICLE II

Emblem

1. The emblem and colours of this National Association with the letters “QRAM” demarcated as attached to this Constitution.

2. The National Association may have a mascot as shall be determined from time to time by the National Council.

ARTICLE III

Purpose & Objects

1. The objects of this National Association shall be:

a. To improve the quality of life of all Malaysians by continuously generating a high level of public awareness of the importance of a quality restroom environment;

b. To educate the general public of the importance of hygienic restroom habits and cleanliness as part of the national restroom culture;

c. To provide a forum for public restroom providers, contractors, suppliers and users to share concerns and ideas and communicate best practices;

d. To encourage service-minded persons to serve their community to improve the quality of life.

2. In pursuit of the above objectives, the National Association may:

a. Gather resources and promote Creative Development in Usage and Attitudes, Aesthetics and Functionalities in Design and the Management and Maintenance of Restrooms;

b. Work closely with Government Authorities and Agencies and Non-Governmental Organisations to organise campaigns, events, projects and activities to achieve the objectives;

c. Work with Regulatory Bodies to reinforce appropriate legislation relating to provision of public restrooms, health, restroom standards and facilities for women, disabled, elderly, children and people with special needs;

d. Give recognition to quality restrooms in the business communities and places of tourist attractions.

e. Establish links with similar Restroom Associations in other countries in exchange of ideas on design, culture, plumbing, product innovations and technology.

f. Provide advice and information on restrooms and related matters to Association members and the general public.

g. Provide training programmes in collaboration with other organisations.

h. To work with Foundations, Sponsors, Well-wishers and other Non-Government Organisations and to raise funds to sustain and support long term programmes and activities to promote the Purposes and Objects of the Association.

(Amended on 24.11.2010)

ARTICLE IV

Membership

The National Council may invite outstanding individual persons to be Patrons or Advisers. Patrons or Advisers are not members and may serve in that capacity for a fixed term only.

Membership is open to those who subscribe to the objectives of the Association. There shall be Honorary Members, Statutory Members, Association Members, Ordinary Life Members, Corporate Members and Friends of QRAM.

1. Honorary Members

Adult persons of high integrity and social standing may be invited to serve as Honorary Members. Honorary Members shall not be required to pay any subscriptions and shall have no vote in all matters concerning the Association. Honorary Members may be elected at the Annual General Meeting for a fixed period of time.

2. Statutory Members

All statutory bodies including the Dewan Bandaraya, Majlis Perbandaran, Majlis Tempatan, Institutions of Higher Learning and other government agencies are invited to join as Statutory Members. The Statutory Member may be represented by the Datuk Bandar or Yang Di Pertua or any other representative and shall be entitled to hold office and shall also be entitled to vote. Statutory Members may nominate additional representative to be Ordinary Life Members of the National Association.

3. Association Members

Any Association registered under the Registrar of Societies with similar Objectives may be invited to be Association Members. The President or Chairman or its representative shall be entitled to hold office and shall be entitled to vote.

4. Ordinary Life Members

a. Adult persons of good moral character and good standing in the community may be eligible to Ordinary membership.

b. A member is entitled to all rights and privileges and subject to all obligations which membership in the National Association confers or implies. Such rights shall include eligibility to seek any office in within the Local Authority, Zone, Region, State or in the National Council, and to vote on all matters requiring a vote by the membership. Such obligations shall include regular attendance at meetings, prompt payment of levies, participation in projects and activities, and shall conduct himself reflecting a favourable image of, the National Association in the Community.

c. An Ordinary Life Member shall not pay any annual subscriptions but shall pay such special levies as may be charged. An Ordinary Life member is counted to form the quorum of any official meetings that involve the exercise of voting right.

5. Corporate Members

Corporate Membership shall be open to all companies registered in Malaysia and to multinational companies operating in Malaysia. Each Corporate Member shall nominate one representative who shall the full rights and privileges of an Ordinary Life Member including the right to vote and hold office in the National Association.

6. Membership by Invitation Only

Membership shall be acquired by invitation only. Nominations shall be made on blanks provided by the membership committee and shall be signed by a member in good standing who shall act as sponsor. No prospective new member shall be invited to join until after this nomination has been approved in the following manner:

a. The sponsoring member shall present the completed ‘Proposal for Membership’ form of the prospect to the Secretary – General who, after investigation shall submit it to the National Council for approval;

b. If this approval is granted then the prospect can be invited to become a member of the National Association upon payment of the required levies;

c. A copy of the Constitution shall be furnished to every approved member upon payment of the Entrance Fee.

7. This National Association may admit to Ordinary Life Membership all Malaysian Citizens and Malaysia Permanent Residents aged 18 and above. Non-Malaysian citizens may be represent Association and Corporate Members but shall not hold office as Principal Office Bearer as per Article X.

8. Friends of QRAM

Volunteers are welcome to offer their services to the National Association from time to time to support the programmes and projects of the Association. Volunteers who wish to be admitted as Friends of QRAM shall submit their particulars on a prescribed form. They are to adhere to the rules and by-laws of the National Association. They are not members of the National Association and shall have no right to vote or hold office in the National Association.

9. Associate Member

Any adult persons, clubs, societies or clubs registered under the Societies Act and companies registered under the Companies Act may be admitted to be associate members. They are to adhere to the rules and by-laws of the National Association. PROVIDED THAT the Associate Member shall have no right to vote or hold office in the National Association.

(Amended on 24.11.2010)


ARTICLE V

Entrance Fees, Subscriptions, Levies & Other Dues

1. Entrance fee:

The Entrance Fees shall be payable as follows:

Statutory Member RM 100.00

Corporate Member RM 100.00

Association Member RM 100.00

Associate Member RM 100.00

Ordinary Life Member shall be required

to pay a one time Entrance fee of RM 200.00

The Entrance fee may be changed on a decision by the National Council from time to time.

(Amended on 6.11.2012)

2. Subscriptions:

The Annual Subscriptions of this National Association shall be payable in advance before the 1st January of each year as follows:

Statutory Member RM 1,000.00

Corporate Member RM 500.00

Association Member RM 200.00

Associate Member RM 100.00

Ordinary Life Member shall not be required to pay annual subscriptions.

(Amended on 24.11.2010)

3. Levies:

The National Council shall be empowered to impose levies on all categories of Membership other than the Honorary Members and Ordinary Life Members, which sum shall not exceed TWICE (2x) the Annual Subscriptions in any year, to defray expenses expected to be incurred for attendance at Conventions, International Meetings and Conferences, or to promote International Relations. Such levies may only be raised upon a resolution adopted by a TWO-THIRD (2/3) majority decision of the National Council.

4. Each Honorary Member so elected shall not be required to pay Entrance Fees, or subscriptions or levies

5. If a member falls into arrears, the Treasurer - General shall inform him immediately. If the amount is not settled before 31st January of each year, the National Council may order that the name be posted on the National Association Notice Board and /or website, and that he be denied the privileges of membership until he settles the outstanding account. If he falls into arrears for more than 3 years, he will automatically cease to be a member of the National Association. Any office that he holds shall then fall vacant.

ARTICLE VI

Resignation

Any member who wishes to resign from the National Association shall give TWO (2) weeks’ notice in writing to the Secretary - General or National Chairman. Upon payment of all outstanding dues, together with the return of all funds and property and the surrender of all rights to the use of the name, emblem and other insignia, and after due deliberation by the National Council, the resignation is accepted and the individual notified by post. Such member who resigns in good standing may be invited again to be a member.

ARTICLE VII

Forfeiture of Membership

1. All subscriptions shall be payable to the Treasurer - General in advance. All other dues which may from time to time arise such as payment for supplies purchased or payment for dinner bookings, special levies etc., shall be payable to the Treasurer - General within THIRTY (30) days as from the date of billing.

2. The onus of making payment to the Treasurer - General rests with the member. The member is also responsible for keeping the Treasurer - General informed in the event of any change in correspondence address.

3. Any member who is in arrears may receive a written notification signed by either the Treasurer - General, Secretary - General or National Deputy Chairman or National Chairman, unless the member has been in arrears for more than THREE (3) years.

4. Any member who fails to attend a single general meeting for TWO (2) years consecutively without satisfactory explanation, may be asked to resign his membership.

5. The Secretary - General shall submit the names (or of any such member) during the National Council Meeting on the fourth month so that the member’s name may be formally dropped from the Membership Register. The National Council may direct that legal action be taken against him to recover any outstanding arrears, special dues or levies.

6. Any members may be suspended or expelled for cause by a recommendation of the Disciplinary Committee which shall be appointed by the National Council. Before such an action is taken the member will be given an opportunity to present his case before the Disciplinary Committee for an impartial hearing. Should the member fail to turn up for the hearing as directed in writing, the National Council on the recommendation of the Disciplinary Committee may proceed with the order for suspension or expulsion.

The member will be informed by letter posted to his last mailing address.

ARTICLE VIII

Appeal & Reinstatement

1. Method of appeal:

A member who is suspended or expelled from the National Association under Article VII may appeal for reinstatement under the following guidelines:

a. His appeal has to be in writing addressed to the Secretary - General with a copy to the National Chairman;

b. His appeal letter must reach the Secretary - General or the National Association within 3 weeks from the date of the official letter terminating membership;

c. He should check with the Treasurer - General and enclose a crossed-cheque for payment of any outstanding arrears.

2. Reinstatement:

On receipt of a letter of appeal for reinstatement, the National Chairman shall convene a National Council meeting and discuss the matter. The National Council with a majority vote, may decide to reinstate a member who has been suspended or expelled provided the member has made good his arrears.

ARTICLE IX

Officers of the National Association

1. The officers of this National Association shall be:

a. National Chairman

b. National Deputy Chairman I

c. National Deputy Chairman II

d. Secretary - General

e. Assistant Secretary - General

f. Treasurer – General

g. National Vice Chairman Branch – Kota Kinabalu

h. National Vice Chairman Branch - Malacca

i. Technical and Training Chairman

j. Public Relations Chairman

k. Business Development Chairman

l. Program & Project Chairman

m. School Education Chairman

n. National Committee Members – THREE (3)

(Amended on 6.11.2012)

2. All principal office bearers of this Association performing executive functions in the National Association shall be Malaysian Citizens.

3. Only Ordinary Life Members in good standing shall be eligible to hold office. Honorary Members shall not be permitted to hold office.

4. All positions are filled through an election.

ARTICLE X

Principal Office Bearers

The National Chairman, National Deputy Chairman I, National Deputy Chairman II, Secretary - General and the Treasurer - General shall be the Principal Office Bearers of the National Association.

1. National Chairman

a. The National Chairman shall during his term of office preside at all general meetings and all meetings of the National Council and shall be responsible for calling and for the proper conduct of all such meetings.

b. He shall have the casting vote and shall sign the minutes of each meeting at the time they are approved.

c. He is authorised to appoint various sub-committees and shall co-operate with the Chairman of such sub-committees to effect the regular functioning and reporting of such sub-committees.

d. He shall see that regular elections are duly called, noticed and held as per the ELECTIONS regulations within this constitution.

e. He shall lead the National Council in the formation of Working Groups for every Local Authority and lead in the formation of State Councils.

f. He shall preside over the Executive Committee, if constituted by the National Council.

2. National Deputy Chairmen

There shall be TWO (2) National Deputy Chairmen, namely National Deputy Chairman I and National Deputy Chairman II.

The National Deputy Chairman I will deputise the National Chairman and conduct meetings and undertake other duties in the absence of the National Chairman.

The National Deputy Chairman II shall likewise perform duties as may be delegated by the National Chairman or take over duties in the absence of both the National Chairman and the National Deputy Chairman I.

4. National Vice Chairmen

Each National Vice-Chairman shall, under the direction of the National Chairman oversee the functioning of any sub-committees of this National Association.

5. Secretary – General

a) The Secretary - General shall conduct the business of the National Association in accordance with its rules, and shall carry out the instructions of the general meeting and of the National Council. He shall be responsible for conducting all correspondence and keeping all records, including a membership register bearing the following particulars; name, address, occupation, National Registered Identity Card Number, date/place of birth, documents and papers except for the accounts and financial records. He shall attend all meetings and record the proceedings. In the absence of the National Chairman he is permitted to sign all cheques in conjunction with the Treasurer - General and other officers, so determined by the National Council.

b) The Secretary - General shall keep the general records, including minutes of National Council Meetings, committee appointments, List of Office bearers, attendance records, list of members showing categories, contact addresses including email addresses and telephone numbers.

c) He shall act as the liaison officer between the National Association, the State Councils (if any), working through the State Secretaries, Branch Committees and Working Committees where constituted within every Local Government Authority. In fulfilment of this he shall:

i) Submit a regular report every month on membership and activities with:

(1) Names of new members elected;

(2) Names of members resigned or dropped and changes in addresses and classifications;

(3) Number of members on the last day of the month;

(4) Date of each meeting held during the month and percentage of attendance;

(5) Copies of resolutions adopted;

(6) Projects & Activities undertaken;

(7) Financial status of every Working Committee and State Council;

(8) Such other information and data concerning the activities of this National Association.

ii) Submit the list of Office Bearers required by the relevant authorities, and

iii) Submit the annual returns to the Registrar of Societies within SIXTY (60) days from the date of the Annual General Meeting as required under Section 14 (1) Societies, 1966 (Amended)

d) He shall keep in touch with the Ministry of Housing & Local Government and submit such reports as may required.

e) The Assistant Secretary - General shall undertake such duties as may be delegated by the Secretary-General, and agreed to by the National Council.

6. Treasurer – General

a. The Treasurer - General shall be responsible for the finances of the National Association. He shall keep accounts of all its financial transactions and shall be responsible for their correctness. He shall, in conjunction with the National Chairman or the National Deputy Chairmen or the Secretary – General sign all cheques on behalf of the National Association.

He shall:

i. receive all monies and deposit the same in a bank or banks recommended and approved by the National Council and shall pay out monies only on authority of the Executive Committee or National Council where applicable.

ii. sign all cheques and vouchers which must be countersigned by either the National Chairman or the Secretary - General.

iii. prepare and submit monthly financial reports to the National Council.

iv. issue statements to each member for dues and monies owed to the National Association and shall collect from members and others all monies due to the National Association.

v. collect Special Levies or luncheon /dinner money that may be received.

vi. prepare after the end of the financial year, a statement of income and expenditure and balance sheet for the year for auditing by the Auditors in time for the next Annual General Meeting and copies should be made available for the perusal of members;

7. National Committee Members

They shall assist the Principle Office Bearers of the National Association and the National Council in the general performance of their duties and to head or serve in sub-committees when necessary.

ARTICLE XI

National Council

1. Members of the National Council shall consist of:

a. National Chairman

b. National Deputy Chairman I

c. National Deputy Chairman II

d. Secretary - General

e. Assistant Secretary - General

f. Treasurer – General

g. National Vice Chairman Branch – Kota Kinabalu

h. National Vice Chairman Branch - Malacca

i. Technical and Training Chairman

j. Public Relations Chairman

k. Business Development Chairman

l. Program & Project Chairman

m. School Education Chairman

n. National Committee Members – THREE (3)

(Amended on 6.11.2012)

2. Regular meetings of the National Council shall be held at least FOUR (4) times a year at such time and place as the National Council shall determine at least SEVEN (7) days notice of meeting shall determine.

3. Special Meetings of the National Council shall be held when called by the National Chairman, or when requested by SIX (6) or more members of the Council or THIRTY FIVE (35) Ordinary Life Members, Corporate Members and Statutory Members at such time and place as the National Chairman shall determine.

4. At least ONE-QUARTER (1/4) of the total number of National Council members shall constitute a quorum at any meeting of the Council.

5. No member of the National Council shall receive any compensation for any service rendered to this organisation with the possible exception of the Secretary - General and the Treasurer - General, whose compensation, if any, shall be fixed by the National Council

6. Any member of the National Council who fails to attend THREE (3) consecutive meetings of the Council without satisfactory explanation shall be deemed to have resigned from the National Council.

7. In the event of the death or resignation of a member of the National Council, the remaining National Council members through a simple majority, shall have the power to co-opt any other member of the National Association to fill the vacancy until the next election.

ARTICLE XII

Duties of National Council

1. Duties and Powers:

a. The National Council shall be responsible for the execution, through its principal office bearers, of the authorised policies of the National Association which shall first be considered and shaped by the National Council for presentation to the members at a general meeting if in the opinion of the National Council it is considered advisable to do so.

(Amended on 6.11.2012)

b. A majority vote of National Council shall govern. The National Council shall have the power to overrule or modify the action of any Principle Office Bearer of the National Association.

c. It shall finally approve or reject, after due consideration of membership committee’s report and recommendations, any nomination for membership before invitation is extended.

d. It shall have the books and accounts audited annually, or more often at it discretion.

e. It shall determine the date, time and place of the annual nomination and election meeting and shall instruct the Secretary – General to issue the call for such meetings.

f. It shall hold regular meetings, at least once every FOUR (4) months.

g. It shall be hold Special Meetings when called by the National Chairman of the National Council or by written request of SIX (6) or more members of the Council or THIRTY FIVE (35) members from amongst Ordinary Members, Statutory Members and Corporate Members of the National Association) who are in good standing;

h. It shall decide on the bank or banks for the deposit of the funds ;

i. It shall determine the compensation, if any for the Secretary - General and Treasurer - General;

j. It shall determine, the time and place of the regular meetings, and shall have the authority to call any Special Meetings considered necessary;

k. It shall confirm the names of the delegates and alternates to the State and National Conventions;

l. The National Council shall have the power to form Working Groups comprising of members living or working within the boundaries of any Local Authority and organise Working Committees to serve the members in the particular locality. The National Council shall also have the power to constitute State Councils of the National Association, comprising representatives of all Working Groups, Branches and Members. The National Council shall have the authority to organise, supervise the operations and appoint the Chairman, Secretary and Treasurer of such working groups to serve the members working or residing within the boundaries of the Local Authority. To avoid any doubt no member shall be entitled to vote or represent more than ONE (1) Working Group.

m. As far as is practical, the anniversary of the formation of the National Association shall be celebrated either as a separate function or in conjunction with a General Meeting or a meeting of the National Council. At such event, there shall be rededication to the Objects of the National Association, and outstanding members shall be recognised for their contributions to the National Association and the country.

n. Between Annual General Meetings the National Council shall interpret the rules;

o. Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting the decisions of the National Council shall be binding on all members unless and until countersigned by a resolution of a General Meeting;

ARTICLE XIII

Elections

1. Nomination Committee:

The National Chairman shall appoint a Nominations Committee preferably consisting of at least TWO (2) Past Chairmen for the purpose of proposing the names of candidates to serve as Officers on the National Council.

2. Nominations:

Nominations shall be called at least ONE (1) month prior to the Annual General Meeting and not later than February of each year. The date and closing time for Nominations shall be determined by the National Council and announced to each member by the Secretary - General by mail, two weeks prior to the date of close of Nominations.

3. Proviso:

If in the interim between the close of Nominations and the Annual General Meeting any nominee is unable for any reason to serve, then fresh nominations shall be made from the floor at the Annual General Meeting and elections be held immediately thereafter. All positions can be contested during the Annual General Meeting except for the position of Immediate Past Chairman

4. General Meeting:

A General Meeting shall be held not earlier than May or later than June of each year, the date, time and place of such meeting to be determined by the National Council and announced to each member by the Secretary - General by mail, at least TWO (2) weeks prior to the date of holding such a meeting. Such announcement shall include the list of all nominees made at the close of the Nomination meeting with a statement that these nominees will be voted upon at the General Meeting. No new nomination may be made from the floor at the General Meeting except under the circumstances specified in no. 3 above.

(Amended on 15.01.2009)

5. Quorum at General Meeting:

At least ONE- THIRD (1/3) of the total membership (excluding Honorary and Associate Members) in good standing or TWICE (2X) the total number in the National Council or THIRTY (30) members whichever is less must be present at a General meeting for its proceedings to be valid and to constitute a quorum.”

Honorary members under (1) of Article IV have no voting rights and are not counted to form the quorum.

A member is considered to be in good standing if all dues, levies and arrears are paid up before the day of the General meeting.

(Amended on 24.11.2010)

6. Lack of Quorum:

If half an hour after the time appointed for the General meeting a quorum is not present, the meeting shall be postponed to a date (not exceeding 21 days) to be decided by the National Council and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have power to proceed with the business of the day including the election of members to serve on the National Council, but no amendments to the constitution shall be made.

7. Election Procedures:

All nominees for the various offices must be member in good standing. The election shall be by secret ballot by those members present and qualified by vote. A plurality of vote shall be necessary to elect. The outgoing National Chairman, who will soon relinquish his post to become the Immediate Past National Chairman, shall subject to the agreement of the General Meeting, conduct the Elections as he is considered to be the most neutral party. However if he intends to stand for election, another member preferably a Past National Chairman shall be elected to conduct the elections. He and TWO (2) other members so appointed will scrutinise and count the voting slips.

The election at the Annual General Meeting shall be for a seat in the National Council. The successful candidates elected to the National Council shall attend a Special Election Meeting immediately and not later than the next SEVEN (7) days, to elect members from amongst themselves, to serve in the various positions on the National Council.

8. Special Election Meeting:

A Special Election Meeting shall be called after the General Meeting for all the Members elected to the National Council. They shall elect from amongst themselves members to serve in the various offices of the National Council as provided for under Article XI Clause 1(a) and Clause 1(b). Each Councillor shall vote in person and shall have one vote .No Proxy votes shall be allowed. There shall be a Proposer and Seconder for each candidate. In the event that there is more than one candidate for each post, an election shall be conducted by secret ballot. The one with the highest votes shall be declared the winner.

In the event that any of the elected Principal Office Bearers in the National Council, before assuming office or finds himself unable to serve after the commencement of the term, he shall inform the National Chairman or the Secretary – General , who shall call for a special Election meeting to be attended by the Members of the National Council. The Secretary - General will notify each member by mail two weeks before the meeting and inform them of the vacancy as well as the date, time and place of the meeting. At this special meeting of the National Council, the election shall be held to fill the posts immediately thereafter.

In the event of any other vacancy, the National Council shall have the power to appoint members to serve in the National Council for the remainder of the term.

9. Term of Office:

All National Council Members shall take office on July 1st, and shall hold office for TWO (2) years from that date. Any member elected to fill an office vacated shall serve for the remainder of the term.

10. Minutes of General Meeting:

The outgoing Secretary – General shall within THIRTY (30) days forward to all members a copy of the minutes of the General meeting as soon as possible after its conclusion. If he is unable to do so, the Executive Committee shall appoint one of the members of the National Council to undertake this task.

ARTICLE XIV

Annual General Meeting

1. Annual General Meeting:

An Annual General Meeting shall be held not earlier than the month of May or later than the month of June of each year on a date, time and place to be decided by the National Council. The business of the Annual General Meeting shall include:

a. to elect biennially members to serve in the National Council;

b. to receive the Report from the National Council on the working of the previous year;

c. to receive and to adopt the audited accounts for the previous year;

d. to approve the budget for the following year;

e. to elect TWO (2) Honorary Internal Auditors;

f. to appoint Professional Auditors for ensuring year;

g. to deal with such other matters as may be put before it.

(Amended on 15.01.2009)

2. Preliminary Notice

A preliminary notice of the Annual General Meeting stating the date, time and place, and calling for motions for discussion, motions for amendment of the Rules shall be sent by the Secretary - General to all members not less than TWENTY ONE (21) days before the date fixed for the meeting.

3. Amendments To Rules And Motions For Discussion:

There must be sent in writing to reach the Secretary – General not later than SEVEN (7) days from the date of the preliminary notice.

4. Final Notice Of Annual General Meeting:

The Secretary- General shall send to all members a final notice at least SEVEN (7) days before the meeting an agenda including copies of minutes and reports, proposed amendments and motions if any, together with the audited accounts for the previous year.

5. Quorum At Annual General Meeting:

“At least ONE-THIRD (1/3) of the total membership (excluding Honorary and Associate Members) in good standing or TWICE (2X) the total number in the National Council or THIRTY (30) members whichever is less must be present at a General meeting for its proceedings to be valid and to constitute a quorum.”

Honorary members under (1) of Article IV have no voting rights and are not counted to form the quorum.

A member is considered to be in good standing if all dues, levies and arrears are paid up before the day of the General meeting.

(Amended on 24.11.2010)

6. Voting:

In case of any voting a simple majority of 51% of the members present who form the quorum, shall be valid.

7. Lack Of Quorum:

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 TWENTY ONE (21) days) to be decided by the National Council. If a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have power to proceed with the business of day including the election of members to serve on the National Council, but they shall not have power to alter the rules or to make decisions affecting the whole membership.

8. Minutes Of Annual General Meeting:

The Secretary - General shall send a copy of the minutes of the Annual General Meeting to all members as soon as possible after its conclusion.

ARTICLE XV

Extraordinary General Meeting

1. Extraordinary General Meeting:

An Extraordinary General Meeting of the National Association shall be convened:

a. whenever the National Council deems it desirable, or

b. at the joint request in writing of not less than FIFTEEN (15) members in good standing, stating the objects and reasons for such meeting.

2. Preliminary Notice:

An Extraordinary General Meeting requisitioned by members shall be convened at a date within SIXTY (60) days of the receipt of such requisition. A Preliminary notice of the Extraordinary General Meeting stating the date, time and place, and calling for motions for discussion, motions for amendment of the Rules shall be sent by the Secretary - General to all members not less than TWENTY (21) days before the date fixed for the meeting.

3. Amendments To Rules And Motions For Discussion:

These must be sent in writing to reach the Secretary - General not later than SEVEN (7) days from the date of the preliminary notice.

4. Final Notice of Extraordinary General Meeting:

The Secretary - General shall send to all members a final notice at least SEVEN (7) days before the meeting an agenda together with the proposed amendments and motions for discussion during the meeting.

5. Quorum at Extraordinary General Meeting:

(5) and (7) of Article XIV 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 the lapse of at least SIX (6) months from the date thereof.

6. Voting:

In case of any voting a simple majority of 51% of the members present who form the quorum, shall be valid.

7. Minutes of Extraordinary General Meeting:

The Secretary- General shall forward to all members a copy of the minutes of each Extraordinary General Meeting as soon as possible.

ARTICLE XVI

Formation of Branches

Establishment and Dissolution

1. Branches of the National Association maybe established within Malaysia by members in any region outside of Federal Territory of Kuala Lumpur subject to the approval of the National Council. The branch shall be designated as QRAM followed by the name of the locality.

2. Application for the establishment of a Branch shall be submitted to the National Council by members residing or working in the locality.

3. The National Council may dissolve a branch:

a. If for a consecutive period of TWELVE (12) months the number of Branch members is below TWENTY (20); or

b. If the Branch refuses to abide by the rules of the National Association or the decisions of the Executive Committee or the National Council or if it is, in the opinion of the National Council, guilty of conduct detrimental to the National Association.

4. A decision to dissolve a Branch shall be by a majority vote at a meeting of the National Council, provided that before a decision is taken to dissolve a Branch on the ground stated in the paragraph 3(b) above, the Branch concerned shall be given THIRTY (30) days notice and an opportunity to answer the allegations.

5. The order of dissolution shall be signed by the Secretary-General. On receipt of such order, the branch shall cease to function except for the purpose of winding-up. Any Branch aggrieved by an order of dissolution may by notice in writing to the Secretary - General within THIRTY-TWO (32) days of its receipt lodge an appeal to the annual general meeting. Notwithstanding such appeal, the order of dissolution shall be operative until set aside, but in such circumstances the Principal Office Bearers may appoint from among its members a caretaker committee to deal with the affairs of the Branch pending the hearing of the appeal.

(Amended on 6.11.2012)

6. In the event of a Branch being closed for the reasons stated in paragraph 3(a) of this Rule, the Principal Office Bearers shall transfer the remaining members to the nearest Branch, and in the event of a Branch being closed for the reason stated in paragraph 3(b) of this Rule, the members shall cease to be members of the National Association.

(Amended on 6.11.2012)

7. It shall be the responsibility of the Chairman, the Secretary and the Treasurer of such Branch to deliver to the Secretary - General all books, records, money and other property in the possession of the Branch, together with a statement of accounts of the Branch from the date of the last submission of accounts to the date of the order of dissolution.

8. If the members of a Branch decide to secede from the National Association, its office-bearers shall forthwith deliver to the Secretary - General, all books, records, money and other property of the National Association and shall forthwith prepare and deliver to the Secretary - General a statement as stated in the paragraph 7 above.

Branch General Meetings

9. Every member except Honorary Member of a Branch shall have the right to attend, speak and vote at any General Meeting of his Branch.

10. The Branch Annual General Meeting shall be held not later than TWENTY–ONE (21) days after the receipt of the preliminary notice of the Annual General Meeting, so that notice of time, date and place shall be given and copies of the agenda and statement of accounts shall be sent to members not less than FOURTEEN (14) before the meeting.

11. The Business of the Branch Annual General Meeting shall be:

a. to receive the Branch Treasurer’s Report and the audited accounts of the Branch for the previous year;

b. to elect its delegates to the Annual Convention for the coming year;

c. to elect biennially a Branch Committee and to appoint Branch Auditors for the coming year

d. to deal with any other matter that may be put before it.

12. A Branch Extraordinary general meeting shall be convened:

a. On the instructions of the National Council or

b. Whenever the Branch Committee deems it desirable; or

c. At the request in writing of not fewer than TEN (10) members of the Branch, stating the objects and reasons for such meeting.

13. A Branch Extraordinary General Meeting requisitioned by members shall take place not later than fifteen days from the receipt of such requisition.

14. At least ONE-HALF (1/2) of the members of the Branch must be present at any General Meeting for its proceedings to be valid.

Branch Committee

15. The affairs of the Branch shall be controlled by a committee elected once every TWO (2) years. The committee shall comprise of a Chairman, Vice-Chairman, Secretary, Treasurer and at least FIVE (5) other committee members. The Office-bearers of the Branch and every officer performing executive functions in the Branch shall be Malaysian citizens;

16. Names for the above Offices shall be proposed and seconded, and election will be by a simple majority vote of the members at the Branch Annual General Meeting. All the Office-bearers except the Branch Treasurer shall be eligible for re-election.

17. The duties of the Branch Committee shall be to manage the affairs of the Branch, in accordance with the Rules of the National Association and the instructions of the Executive Committee, and the National Council. It shall meet at least ONCE (1x) a quarter, and ONE-THIRD (1/3) of its number shall form a quorum. The Branch Secretary shall forward a copy of the minutes to the Secretary - General not later than TWENTY-ONE (21) days after the meeting together with a monthly report of the membership, projects and activities, and financial status not later than the 15th of the following month.

Duties of Branch Office-bearers

18. The Chairman shall during his term of office preside at all general and committee meetings and shall be responsible for their proper conduct. He shall have a casting vote and shall sign the minutes of each meeting at the time they are approved. He shall in conjunction with the Branch Secretary and Branch Treasurer sign all cheques on behalf of the Branch.

19. The Vice – Chairman shall deputise for the Chairman during the latter’s absence.

20. The Secretary shall conduct the business of the Branch in accordance with the Rules of the National Association, and carry out the instructions of the General Meeting, the National Council and the Executive Committee. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. He shall attend all meetings and record the proceedings. In conjunction with the Chairman and Treasurer, sign all cheques on behalf of the Branch.

21. The Treasurer shall be responsible for the finances of the Branch. He shall keep accounts of all its financial transactions and shall be responsible for their correctness. He shall in conjunction with the Chairman and the Secretary sign all cheques of the Branch.

a. The Committee Members shall carry out such duty as directed by the Chairman or the Committee.

Branch Funds and Accounts

22. All Funds accumulated at the Head Office or at the Branches of the National Association shall be the common asset of the National Association.

23. The National Council shall decide from time to time the percentage of subscriptions to be held by Branches as branch funds and shall also decide what types of expenditure shall be paid from Branch funds.

24. Every Branch Treasurer shall forward to the Treasurer-General before the 15th of each month, the subscriptions received by the Branch less the percentage to be retained as Branch funds.

25. The Branch Treasurer shall also forward to the Treasurer-General before the 15th of each month a statement of the income and expenditure of the Branch for the preceding month.

26. All Branch funds shall be deposited in the name of the Branch in a bank to be approved by the Branch Committee and the accounts shall be operated jointly by the Branch Chairman, the Branch Secretary and the Branch Treasurer. The Branch Treasurer may hold a petty cash advance not exceeding RM500. No expenditure exceeding RM1000 at any one time shall be incurred by a Branch Treasurer without the prior sanction of the Branch Committee. Expenditure not exceeding RM1000 at any one time shall be approved by the Branch Chairman, Branch Secretary and the Branch Treasurer.

27. All monies, books and other property of the National Association held by any Branch which is being dissolved shall be sent without delay by the Branch Secretary to the Secretary-General together with a statement of account as stated in paras (7) and (8) of ARTICLE XVI.

General Provisions relating to Branches

28. Where no special provision has been made in these Rules for any matter relating to the management of the affairs of the Branches of the National Association, the relevant rule relating to the management of the headquarters organisation shall be followed in so far as it is applicable.

29. The Annual General Meeting, the National Council may give instructions to the General Meeting, or committee of any Branch regarding the management of its affairs.

(Amended on 6.11.2013)

30. The Branch is required to register with the Registrar of Societies and its purposes and objects shall be the same as that of the National Association. The Branch shall be financially autonomous and shall be responsible for any liability by the branch.

31. The National Association shall not be responsible for any liability incurred by or on behalf of any Branch.

32. The Committee of the branch shall submit to the Secretary - General an Annual Report, an audited statement of accounts approved at the Annual General Meeting not later than 30th September.

33. If the Branch is found to have failed to function in accordance with the Constitution of the National Association, or to have conducted its business in such manner as shall be considered by the National Council to be detrimental to the interests of the National Association, the National Council shall have the power to suspend the activities of the branch or to advise the Registrar of Societies to deregister the branch. At least THIRTY (30) days notice in writing shall be given.

34. The National Council shall similarly be empowered to remove from office any of the members of the committee of the branch.

35. Upon such decision made by the National Council, the Branch shall be served with a notice of suspension or dissolution as appropriate. On notice of suspension the Branch shall cease all activities. On receipt of a notice of dissolution, the officers shall take such steps provided for in its rules to wind-up its affairs within THREE (3) months of the date of such notice or within such extended period as shall be approved by the National Council. The branch shall discharge all its debts and liabilities and shall remit the remaining funds if any to the National Association.

36. Where there is more than one branch within any one State, the National Council may establish Councils at State level as prescribed under the by-laws to coordinate projects and activities. The National Council may establish Working Committees to serve members working or living in every locality demarcated by the boundaries of the Local Government Authority.

37. These Rules shall not be altered or amended except by resolution of a General Meeting. Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies.

ARTICLE XVII

Financial Provisions

1. Bank Accounts:

The Bank accounts, to be designated ‘Administrative Fund’ and ‘Project Fund’, shall be opened in the name of the National Association with a financial institution approved by the Bank Account (s) may be opened for specified project (s) when deemed necessary by the Council.

2. Cheque Signatories :

All cheques or withdrawal notices on the Bank Account shall be signed jointly by the National Chairman or National Deputy Chairman and the Treasurer-General or Secretary -General. In the extended absence of any one of the above, the Council may appoint ONE (1) of its members to sign in his place.

3. Cash-In-Hand:

Save as when sanctioned by the Council, cash-in-hand shall not exceed RM1,000.00 at any one time. All monies in excess of this amount shall within TEN (10) days of receipt be deposited in the Bank Accounts.

4. Use of Funds:

Subject to the following provisions in this rule, the funds may be expended for any purpose necessary for the carrying out of its Objects but they shall on no account be used to pay the fine of any member who may be convicted in a court of law.

5. Maximum Expenditure:

The National Chairman together with the Treasurer - General and Secretary - General may disburse expenditure not exceeding RM10,000.00 at any ONE (1) time but such expenditure shall not exceed a total of RM50,000.00 in ONE (1) month. Any expenditure in excess of RM50,000.00 at any ONE (1) time must have the prior sanction of the National Council. Expenditures exceeding RM500,000.00 at any ONE (1) time shall require the sanction of a General Meeting.

6. Financial Year End Reports:

As soon as possible after the end of each financial year ending 31st December, a statement of income and expenditure and a balance sheet for the year shall be prepared and audited by Professional Auditor(s) appointed. The audited accounts shall be submitted for the approval of the next Annual General Meeting and copies shall be made available to the members.

(Amended as at 15.01.2009)

ARTICLE XVIII

Audit

1. Appointment And Duties Of Auditor:

TWO (2) members who are not Office Bearers, shall be elected by the Annual General Meeting as Honorary Internal Auditors. An Auditor thus appointed shall hold the appointment until he resigns or until his appointment is otherwise terminated by the Annual General Meeting. In the event of death or resignation before the Annual General Meeting, the vacancy of Honorary Internal Auditor, the National Council shall have the power to co-opt any other member of the National Association to fill the vacancy until the next General Meeting.

2. Professional Auditor

The Government approved Professional Auditor shall be required to audit the accounts of the National Association for the year and to prepare a report or certificate for the Annual General Meeting. He may also be required by the National Council to audit the accounts of the Association for any period within his tenure of office and at any time and to make a report to the National Council.

ARTICLE XIX

Trustees

1. THREE (3) Trustees who must be above 21 years of age, shall be appointed at a General Meeting and shall hold office at the pleasure of the National Association. They shall have vested in them all immovable property whatsoever belonging to the National Association and shall deal with it in such manner as the General Meeting of members may direct.

2. The Trustees shall not sell, withdraw or transfer any of the property of the National Association without the consent and authority of a General Meeting of members.

3. In the event that a special charity fund is created, the Trustees shall operate the fund within the rules and regulations specified in the Trust Articles.

4. Rules and regulations governing such a special charity fund will be drawn up by the Trustees and approved by the General Meeting and shall not ultra vires the Trustees Act 1949.

5. A Trustee may be removed from the office by the general meeting on the grounds that, owing to ill health, unsoundness of mind, absence from the country or for any other reason, he is unable to perform his duties or unable to do so satisfactorily. In the event of the death, resignation or removal of a Trustee, the vacancy shall be filled by a new Trustee appointed by a General Meeting of members.

ARTICLE XX

National & State Conventions

1. National Conventions:

All Members shall be entitled to attend the National Convention of this National Association as Delegates. Every State shall be entitled to send one Voting delegate and an alternate for every TWENTY FIVE (25) members, or major fraction thereof, who are in good standing as shown by the records on the first day of the month preceding that month during which the convention is held. The major fraction referred to in this section shall be THIRTEEN (13) or more members.

The National Association shall have the power to pay in part or in full the necessary expenses incurred by Voting Delegates to attend the Annual Convention of the National Association.

The National Convention may be held in conjunction with the Annual General Meeting.

2. State Conventions:

All members working or living in the particular State or Territory in Malaysia shall be entitled to attend the State Conventions where such Conventions are called by the National Council.

In as much as all matters are presented and adopted at the State Conventions, there shall be a quota of Voting delegates from each Working Group representing members in a Local Authority. Every Working Group is entitled to send ONE (1) delegate and an alternate for every TEN (1), or major fraction, members in good standing as shown in the records on the first day of the month during which the convention is held. The major fraction referred to in this section shall be five or more members.

ARTICLE XXI

Prohibition

The Members shall not endorse or recommend any candidate for public office, nor shall partisan politics or sectarian religion be debated by members in meetings. The members shall not permit any gambling during its meeting.

ARTICLE XXII

Amendment of Rules

1. Rules in this Constitution may be amended at any General Meeting or at an Extraordinary General Meeting as provided for under Article XV provided:

a. the proposed amendment or resolution is in writing and has been circulated by the Secretary - General to all members SEVEN (7) days prior to the meeting at which the vote on the amendments is to be taken;

b. the stipulated quorum is present

c. a simple majority of 51% of the members present who form the quorum vote in favour of the amendment.

2. Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies. Applications to the amendments shall be made to the Registrar of Societies within SIXTY (60) days from the date of the decision to amend.

ARTICLE XXIII

By-Laws

 

 

The National Council shall have the authority to introduce, amend, implement and interpret any By-Laws provided that they do not contravene any provisions of the Constitution.

ARTICLE XXIV

Dissolution

1. The National Association may be voluntarily dissolved by a resolution of not less than ONE HALF (1/2) of the members present and in good standing excluding Honorary Members in a General Meeting.

2. In the event of the National 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 of in such manner as may be decided upon by a General Meeting of members.

3. The Registrar of Societies shall be informed in writing of the dissolution within TWENTY EIGHT (28) days from the date of the decision to dissolve.

ARTICLE XXV

Miscellaneous

1. In this Constitution and By-Laws words importing the singular number or the masculine gender shall include and mean the plural number or feminine gender and vice versa.

2. Gambling of any kind whether for stakes or not, is forbidden on the premises of the National Association.

3. The funds of the National Association shall not be used to pay for the fines of members who have been convicted in a court of law;

4. The National Association shall not engage in any trade union activity as defined in any written law relating to trade unions, for the time being in force in Malaysia;

5. The National Association shall make no attempt to restrict or interfere with trade or make directly and indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or service which adversely affect consumer interest.

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