马六甲中华总商会章程

THE CONSTITUTION OF THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY

第一章名称

本会定名为“马六甲中华总商会”,国文名称为“DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA MELAKA”英文名称为“THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY”(MCCCI),以下简称本会。

第二章 会址

2.1      本会注册地址为马六甲马六甲拉也花园门牌564-B至566-B号,(邮区编号75000)或由董事会议决定且社团注册官批准之其他地点。

2.2      本会注册地址在未经社团注册官批准前不得更改。

第三章   标志

本会标志包括两弧形上下相对,由一直线衔接,中间贯串一圆圈如图『简称为“标志”』。圆圈象征团结与稳固,金色标志代表繁盛。

第四章   宗旨

本会之宗旨为:

4.1    促进会员在商业、工业、农业与其他合法经营企业之利益。

4.2    汇集及传播有关工商及其他经济活动的资讯。

4.3    促进社会、文化、教育及福利事业。

4.4 提升市场之安定;加强工商界之团结;参与马来西亚经济发展并作出贡献;排解商业纠纷。

4.5    联络其他与本会相同宗旨之注册商团,共同努力,互相合作,以达致上述之目标。

4.6    为了促进本会的利益,进行经济与商业活动、买卖产业、进行投资、买卖股票、组织公司或企业,其条件适以上活动所得的一切盈利,不得分给会员,只能作为促进本会宗旨的用途。

第五章   会员

5.1    凡下列在马六甲州内已注册的商业团体与个人,从事于贸易、工业、农业、矿业、受承认专业或其他合法行业,愿遵守本会章程或其修正条文者,均可申请加入本会会员:

          (a) 马来西亚华裔公民,不分性别,年届廿一岁,已注册成为马来西亚专业团体之成员,且未曾被当局撤销注册或被终止执业者(下文称之为“个人会员”);

          (b) 注册商团其会员须大多数为马来西亚华裔公民者(下文称之为“商团会员”);以及       

          (c) 注册公司或商号(在本章程中概指独资或合资者)其成员须大多数为马来西亚华裔公民,或其大多数股份、控制性股权(若是公共公司)须由马来西亚华裔公民拥有者(下文称之为“公司会员”)。

     尽管上述所提,本会仍有权接受不具有以上全部资格之注册公司或商号成为本会附属会员。

          (d) 除了附属会员在会员大会没有选举权与被选权之外,所有会员皆有同等之义务与权利。

5.2      商团会员及公司会员的授权代表,须具备以下资格:

          (a) 该授权代表须是一名马来西亚公民。

           (b) 公司会员的授权代表须是该公司的股东或董事,或独资拥有人或合伙人。

          (c) 每一位授权代表只能代表一个商团会员或公司会员,并且他本身不是个人会员,以避免会员籍的身份重叠。

5.3      凡申请入会者,须得一名会员介绍,另一名附议并将申请书交到本会总务经过核准,标贴于本会布告栏一星期后由董事会提出讨论通过方的成为会员。

5.4  任何公司、商号或商团成为会员后,必须委派一位马来西亚华裔公民为代表。若有更换,必须以书面通知本会董事部。

5.5      董事会议决后将于十四天内函告申请者其决定,批准入会者接到通知函后须于十四天内缴交入会基金及首年年捐。收到上述款项后,将寄上本会章程一份。

            董事会有权拒绝任何入会申请书,且无需说明理由。

第六章   权利及义务

6.1      本会会员得享下列之权利:-

          (a) 全体会员享有本会章程所列明之一切权利。除附属会员外,本会会员有权出席会员大会,并在会员大会中发言及表决;本会会员亦享有选举及被选权,条件是会员须入会满一年始有选举权与被选权。

          (b) 可提呈提案予董事会或大会讨论的权利。

6.2      遵守本会章程及一切议决案和协助本会的各项活动。

第七章   入会基金及年捐

本会会员之入会基金及年捐如下:-

7.1      永久会员(不必缴年捐)之入会基金如下:-

  • 永久商团会员 —- —- RM600.00
  • 永久公司会员 —- —- RM600.00
  • 永久个人会员 —- —- RM300.00

7.2      普通公司会员及附属会员之入会基金及年捐如下:-

          入会基金       —- —- RM30.00

          年捐                —- —- RM60.00

7.3      会员之常年年捐必须在每年三月卅一日或之前自动缴清。

7.4      若会员因积欠会费而退会者,如欲申请恢复会籍,董事会有绝对权利制定另外的入会基金。

7.5      如遇到特别情况,需要款项时,经会员大会议决后可以向会员筹募特别捐。会员如果没有缴交其特别捐,董事会可依据欠年捐之情况处理。

第八章   退会及开除

8.1      会员欲退会须至少一个月前来函通知本会总务,而所积欠之会费及捐款必须还清。

8.2      任何会员如有违反本会章程或破坏本会者,将被撤销或暂停会籍,董事会将预先去函通知会员被撤销或暂停会籍原因,并给予当事人现身解释。董事会必须得到三分之二与会者之同意,方可通过撤销或暂停会籍,经董事会议决后即刻生效执行,若有不满意,可在十四天内上诉,交由会员大会定夺。

第九章   董事会

9.1      董事会由35名董事组成,其中27名董事由个人、公司会员中选出,8名董事由团体会员中选出。

9.1.1董事会由每三年举行的会员大会出席者,以秘密投票选出,任期三年,拥有再被选权。中选之董事在选举后十四(14)天内,以投票复选下列职务以组成常务董事会:-

  • 会长一名
  • 署理会长一名
  • 副会长四名
  • 总务一名
  • 副总务一名
  • 财政一名
  • 副财政一名

9.1.2视工作需要,董事会可成立、重组或解散相关工作组(以下简称工作组),以推动会务及贯彻本会宗旨。董事会有权随时决定及/或调整工作组名称、工作纲领和职权范围。董事会须根据章程第9.1.1项,在复选常务董事的同时,以投票选出各工作组的一名主任和一名副主任。

9.2      董事会有权另加委任不超过四名会员成为董事会成员。

9.3      本会之全体董事及执行董事必须是马来西亚公民。

9.4      任何个人、不论是凭个人会员身份,或是公司或商团会员的授权代表或任何联合身份,担任本会会长不得连续超过两任;在此条文生效之前或之后所担任的任期或部分任期,亦视为一任。

第十章   董事职权

10.1    会长

            (i)         对外代表本会。

            (ii)        领导及监督本会会务之进行。

            (iii)       任免本会受薪职员。

            (iv)       有权批准每次不超过RM5,000.00之开支。

            (v)        为本会会员大会、董事会及常务董事会之当然主席。

10.2    署理会长

            协助会长处理会务,遇会长缺席或告假时,则代理会长职权。

10.3    副会长

            协助会长及署理会长办理会务,遇会长及署理会长缺席或告假时,则由会长委任一位副会长代行会长职权,或会长未及委任时,则由董事会委任之。

10.4    总务

            办理一切会务,督促受薪职员及秘书处工作。批准每次不超过RM3,000.00之开支,及须保存最新之会员名册。

10.5    副总务

            协助总务办理一切会务,如总务缺席或告假时,则代行其职权。

10.6    财政

            管理本会款项及契据与账目,逐月结进支表向董事会报告,并拟具全年总结,经会计师查核后提交常年大会通过。得保管不超过RM2,000.00之零用钱。

10.7    副财政

            协助财政办理任内事务,如财政缺席或告假时,则代行其职权。

10.8    工作组主任

            领导其组员,共为推行各组之相关工作与事务,以推动会务。

10.9    工作组副主任

            协助各工作组主任办理组内事务,如主任缺席或告假时代行其职务。

10.10 董事

            董事必须出席所有会议

10.11 各工作组正副主任在必要时,可推荐适合人选加入其组成为组员,以协助处理各组之相关工作与事务,惟须经董事会批准。

10.12 经常务董事会议议决之后,会长、署理会长、副会长及总务任何一人必须在场,本会方可发布新闻稿。

第十一章       董事会职务

11.1    董事会负责管理动产及不动产,监督本会一切日常行政工作与活动并执行会员大会一切议决案。

11.2    董事会至少每三个月召开会议一次,会议通告须于一个星期前发出,出席会议人数为董事会之半数。

11.3    任何董事无适当理由连续缺席三次者,则当作为自动辞职。

11.4 若有董事逝世或辞职,董事会将邀请上届落选得票最高者担任。如被拒绝或无上述人选,董事会将为人会员递补其空缺至下届选举。

11.5    若有紧急事故,会长可在短期内发出开会通知召开紧急会议,出席董事之法定人数为董事会之半数。

11.6    董事会若有需要则有权委任会务顾问及工作小组以利会务进行,董事会亦有权收回其职权及取消该委任。任期是该届董事会之期限。

11.7    董事会有权开支每次不得超过一万令吉。

第十二章       会员大会

12.1    本会的最高权力机构为常年会员大会。会员大会的法定人数为本会有权投票会员总人数的一半,或董事会人数的一倍,以较少者为准。

12.2    若过了指定常年大会会议时间半小时,尚未足法定人数则出席会员得进行当天之会议,须有多数票以决定有关事项。惟无权修改章程或买卖任何产业或作出其他足以影响全体会员的决定。

12.3    会员大会须于每年会计年度结束后召开,最迟不得超过每年至六月三十日。

12.4    会员大会之目的为:-

            12.4.1            接纳董事会之会务报告;

            12.4.2            接纳经查之财政报告;

            12.4.3            每三年选出新届董事及委任稽查;

            12.4.4            讨论预早通知及会员大会认为适当之其他事项。

12.5    总务须于召开会员大会前廿一天发出会员大会通知书给已缴交年捐中至上年十二月卅一日之合格会员。

第十三章       特别会员大会

13.1    特别会员大会将在下列情况召开:-

            13.1.1            董事会通过召开;

            13.1.2            在五分之一合格会员联名要求并列明原因目的下召开。

13.2    由会员要求下召开之特别会员大会应于接收要求之日算起卅天内举行之。

13.3    特别会员大会通知书应于会议日期前最少十四天由总务寄交全体合格会员。

13.4    本章内12.1条款有关会员大会之法定人数及条规同时适用于特别会员大会;惟特别会员大会中,在会议时间一小时后仍不足法定人数,有关会议得取消,并在至少六个月内不得召开同性质之特别会员大会。

第十四章       董事选举

14.1   本会每三年选举董事时,总务须于董事选举廿一天之前去函通知会员有关提名选举董事事宜,以邮戳为凭。

14.2    总务同时发出全体合格会员名单给已在上一年或之前缴清会费至上一年十二月卅一日的会员。

14.3    改选前由董事会设立选举委员会,以筹备及主持改选工作。

14.4   选举理事会须用秘书处发出之盖有本会印章之选票投票,会员须亲自到董事选举中投票。

14.4.1      个人/公司会员选举系用提名方式。提议人必须获得被提名者之签名接受竞选,并须有一附议人。提名表格须在董事选举举行前14天交予总务。

14.4.2      团体会员选举采用提名方式,以其代表人为准。被提名之团体会员代表必须签名和盖章接受竞选,并获得一位团体会员代表作为提议人,另一位团体会员代表为附议人。提名表格须在董事选举举行前14天交予总务,团体会员须委任选举代表参与董事选举投票,惟同一代表不得代表一个以上的团体。

第十五章       财务条款

15.1    本会所有收入款项,须以本会名义存入董事会指定之银行。提款支票须由下列任何两者联名签署,方为有效:-

            (a) 会长;

            (b) 财政;

            (c) 总务;

            (d) 署理会长;

            (e) 任何一名董事会书面授权之副会长。

15.2    本会的财政年是由一月一日开始至十二月卅一日止。

第十六章       查账

16.1    常年会员大会可委任一位接受酬劳之合格审计师(或会计公司)为查账师。受委之查账师担任该职至其辞职或由常年会员大会停职为止。

16.2    查账师必须稽查本会每年之账目并准备报告提呈常年会员大会,在其任期内,他也可能在会长的要求下,稽查在任内的任何期间直奔会账目,并向董事会提呈一份报告。

第十七章       丧失资格

以下情形,董事、常务董事或本会受托人将丧失其继续担任上述职位之资格:-

(i)         在1966年社团法令下被定罪;或

(ii)        在任何法令及条文下被判罪,同时被罚款不少于RM2,000.00,或被判监不少于一年;或

(iii)        因抵触任何有关大马安全、公共秩序法令或此类法令的部分条款,或涉及预防犯罪、防御性拘留、限制拘留、驱逐令而遭拘留、受限、监察、限制拘留、驱逐出境等法律            制裁;或

(iv)       未清偿债之破产人;或

(v)        精神不健全;或

(vi)       被终止其授权代表人身份;或

(vii)      若他谨代表一商团会员或公司会员,而有关商团或公司已在相关法令下被清盘或吊销注册者;或

(viii)     若他拒绝或不适任,或无能执行职务,或抵触本会及会员之利益者,由董事会决议取消其职务。

                        前述(i) –(iv)须受1966年社团法令之第9A(2)及(4)款或所有适时修订之相关条文之限制。

第十八章       修改章程

18.1    本会章程之修改或删除,必须经会员大会通过,修改后的章程必须于60天内呈报社团注册官,批准后,方为有效。

第十九章       章程全译

19.1    在平时没有召开常年会员大会时,董事会须对本会章程做出诠释,并在必要时对章程没有明文规定的某个要点下定义。

19.2    除非是与会员大会先前订下的政策相反或不符,董事会作出的决定,对全体会员都具有约束力,除非或直到这项决定收到会员大会的否决。

19.3    本会章程系以英文及中文书写,若在诠释上产生任何疑问或冲突,则以英文版本为准。

第二十章               产业

20.1    本会之所有不动产得在本会名下注册及所有有关该产业之事务得由本会会长、总务和财政执行之,其委任须由社团注册官以证书证明并以本会印章签盖方为有效。

20.2    除非得到本会会员大会之批准,否则不得将有关产业售卖、抵押、租凭或作其他交易。

第二十一章    名誉会长/顾问

21.1    凡曾担任本会会长、署理会长或副会长者及对本会有特殊贡献,不再竞选任何董事会职位者,可各别由新届董事会委任为名誉会长或顾问,委任期为一届,期满可被继续受委任。

21.2    名誉会长及顾问无权出席董事会议,如受邀列席,可对会议发表意见,但没有动议和表决权。

第二十二章    禁例

22.1    本会会所严禁任何形式之赌博活动。

22.2    在籍之大学及学院生不可申请成为本会会员,除非他事先获得有关大学或学院院长的书面批准书。

第二十三章    解散

23.1    本会如欲解散,须在专为此事召开之会员大会中得到与会者不少过五分之三人数赞成方为有效。

23.2    本会若经会员大会议决解散,应将一切负债,欠款悉数清还,至于剩余资产则需找会员大会议决之颁发处置之。

23.3    由本会实行解散日起,解散通知书必须与十四天内提呈社团注册官。

 

备注:本章程中文译本之诠释如与英文正本有不符之处,一概以英文正本为准。

ARTICLE 1 NAME

The name of this society shall be “DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA MELAKA” (THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY) hereinafter referred to as “the Chamber”.

ARTICLE 2 ADDRESS

2.1      The registered address of the Chamber shall be at No. 564B – 566B, Taman Melaka Raya, Jalan Merdeka, 75000 Melaka or such place as may be determined from time to time by the executive committee and approved by the Registrar of Societies.

2.2      The registered address of the Chamber shall not be changed without the approval of the Registrar of Societies.

ARTICL E 3        LOGO

3.1      The logo of the Chamber shall consist of two arcs perpendicularly subscribing a concentric circle, with a common diameter providing the linkage [hereinafter referred to as the “Logo”]. The circle shall symbolise stability and unity. Gold colour represents prosperity.

ARTICLE 4 OBJECTIVES

The objectives of the chamber are:-

4.1      To promote the interests of the members in the fields of trade, commerce and industry, agriculture and other economics activities.

4.2      To collect, collate and disseminate information relating to commerce, industry and other economics sectors.

4.3      To promote social, cultural, educational and welfare works.

4.4      To arbitrate on matters of dispute between members and to perform other services pertinent to the functions of a chamber of commerce.

4.5      To liaise with and to work jointly with other registered trade societies having similar objects as the chamber by way of mutual assistance towards the attainment of the above object.

4.6      To carry out economic and commercial activities, the purchase and sale of properties, investment, the purchase and sale of shares and the incorporations of companies and enterprises for furthering the interest of the chamber provided that all benefits derived therefrom shall not be distributed among the members bit shall be used solely for carrying out the chamber’s objects.

ARTICLE 5 MEMBERSHIP

5.1      The following persons and bodies carrying on business as traders, industrialists, agriculturists, miners, professions and any other lawful business in or having a registered address in the State of Melaka and willing to abide by the Constitution of the Chamber shall be eligible to apply to become a member of the Chamber, namely:-

  • any Malaysian citizen of Chinese origin irrespective of sex having attained the age of twenty-one (21) years and is or was registered as a member of the professional body in Malaysia and has not been struck off the registered as a member of a suspended from practice for any period of time (hereinafter shall be referred to as “the Individual Member”)
  • registered trade associations whose majority membership comprises Malaysian citizens of Chinese origin (hereinafter shall be referred to as “ the Trade Association Member”) ; and
  • registered companies or firms (which expression wherever appearing in this Constitution shall include sole-proprietorship and partnership) whose majority membership comprises Malaysian citizens of Chinese origin (hereinafter shall be referred to as “the Corporate Member”).
  • Provided that all members shall perform the same duties and enjoy same privileges save and except the associate members who shall have no right to vote and be voted in the General Meeting.

PROVIDED THAT notwithstanding the aforesaid, the Chamber may if deem fit, admit such registered companies or firms which do not fulfil all of the abovestated qualifications as associate members of the Chambers.

5.2      Trade Association Members and Corporate Members shall be represented by an authorised representative with the following qualifications:-

          (a)  the representatives shall be Malaysian citizens of Chinese origin.

          (b)  The representatives from Corporate Members shall be the shareholders and/or the directors, or the sole proprietor or the partners, as the case may be.

           (c) Each representative may represent only one (1) member, whether from the Trade Association Members or Corporate Members, and he must not be the Individual Member of the Chamber, to avoid multiplicity of membership.

5.3      Every application for membership shall be proposed by one member and seconded by another member and submitted to Secretary General for approval. The Secretary General shall post all applications for membership on the Notice Board of the Chamber for one week before submitting the applications to the Board of Directors for consideration.

5.4      Any company, firm or trade association which has become a member of the Chamber must appoint a Malaysian citizen of Chinese origin to be its representative in the Chamber. Should there be any change of such representative, a notification shall be submitted to the Board of Directors.

5.5      The Board of Directors shall inform every applicant in writing within 14 days from the date of its decision and shall send a copy of the Chamber’s Constitution upon receiving the entrance fee and subscription. The applicant shall pay his entrance fee and first year subscription within 14 days from the date of notification by the Board of Directors.  The Board of Directors shall have absolute discretion to reject any membership application and shall not required to assign any reason thereto.

ARTICLE 6 PRIVILEGES AND DUTIES OF MEMBERS

6.1      Members shall enjoy the following:-

          (a)  All members shall be entitled to enjoy all rights and privileges provided in the Constitution and save and except for associate members, the members shall also have the right to attend, speak and vote at the General Meeting of the Chamber and the right to elect and be elected PROVIDED THAT the right to elect and be elected may only be exercised upon expiry of one (1) year from the relevant date of admission as members.

          (b)  To submit proposals for discussion by the Board of Directors or at general meetings.

6.2      Members shall abide by the Rules of the Chamber and all the resolutions passed and assist the Chamber in all its activities.

ARTICLE 7         ENTRACE FEES AND SUBSCRIPTION

The entrance fee and subscriptions payable by the members are as follows:-

7.1      The Entrance Fee (subscriptions exempted) of a Life Member payable shall be as follows:-

Life Member

  • Individual Member — — RM300.00
  • Trade Association Member — — RM600.00
  • Corporate Member — — RM600.00

7.2      The Entrance Fee and subscriptions of an Ordinary Corporate Member and Associate Member payable shall be as follows (Ordinary membership is opened to Corporate Members and Associate Members only) :-

            Ordinary Member: (Corporate Member and associate Member only)

            Entrance Fee                                      — — RM30.00

            Annual Subscription Fee                   — — RM60.00

The aforesaid lump sum subscription may be varied at the discretion of the Board of Directors subject to prior approval of a general meeting and by the Registrar of Societies. No annual subscription is payable by a life member after his/her/its admission as a life member.

7.3      The annual subscription shall be paid by the ordinary Corporate members and Associate members on or before 31st day of March each year.

7.4      The Board of Directors shall have the power to fix a re-entrance fee for any person who has allowed his or her membership to lapse through arrears.

7.5      Special subscriptions for particular purposes may be raised from members by resolution of a General Meeting of the Chamber. If any member fails to pay such subscription within such period as may be resolved, the amount due shall be treated in the same way as arrears of yearly subscription.

ARTICLE 8 RESIGNATION AND EXPULSION

8.1      Any member wishing to resign from the Chamber shall give at least one month notice in writing to the Secretary General and shall settle all dues outstanding.

8.2      Any member who fails to comply with the Constitution and Rules of the Chamber or has acted in a manner to bring disrepute upon the Chamber may be expelled or suspended for a period of time as the Board of Directors shall deem fit. The decision of the Board of Directors shall be 2/3 majority of its member present at the meeting. Before the Board of Directors expels or suspends the member, the member shall be informed of the grounds for such expulsion or suspension in writing and be given an opportunity to explain and absolve himself or herself in person. Such suspension or expulsion shall be enforced, unless otherwise reversed by a General Meeting upon appeal by the said member.

ARTICLE 9 BOARD OF DIRECTORS

9.1      The Board of Directors, being the office bearers of the Chamber, shall consist of thirty-five (35) members, of which twenty-seven (27) shall be elected from among the Individual Members and Corporate Members and eight (8) from the Trade Association Members.

9.1.1  The Board of Directors shall be elected three-yearly at the general meeting by secret ballot and they shall serve for a term of three years. They shall be eligible for re-election. The Board of Directors shall within fourteen (14) days after the conclusion of the election, elect among its members the following office bearers to form the Executive Committee:-

  • a President;
  • a Deputy president;
  • four (4) Vice Presidents;
  • a Secretary General;
  • a Deputy Secretary General;
  • a Treasurer;
  • a Deputy Treasurer;

9.1.2  The Board of Directors may establish, re-organise or dissolve relevant working committees as it deems expedient and necessary infurtherance of the objective of the Chamber (hereinafter referred as “Working Committee(s)”). The name and terms of reference of each Working Committee so established shall be determined and/or varied by the Board of Directors at any time at its absolute discretion. The Board of Directors shall elect among its members a Chairman and Vice Chairman for the respective Working Committee(s) as established hereunder simultaneously with the election of Executive Committee in accordance to Clause 9.1.1 of this Constitution.

9.2      The Board of Directors may appoint not more than four (4) members as additional Directors.

9.3      The Board of Directors of the Chamber and every officer performing executive function in the Chamber shall be Malaysian citizens.

9.4      No person whether in his own capacity as an Individual Member or the duly appointed representative of the Trade Association Member or Corporate Member or any combination of capacities thereof shall serve more than two (2) consecutive terms as the President of the Chamber. Any term of office or part thereof served before or after the coming into effect of this article shall be deemed a term.

ARTICLE 10               DUTIES OF OFFICE BEARERS

10.1    The President

(i)         To be the official representative of the Chamber;

(ii)        To lead and supervise the progress of the affairs of the Chamber;

  • To have the power in the employment and dismissal of any employee of the Chamber.
  • To have the power to sanction expenditure no exceeding Malaysian Ringgit five Thousand (RM5,000.00) on at any one time; and
  • To preside at all general meetings, meetings of the Board of Directors and the Executive Committee.

10.2    Deputy President

To assist the President in attending to the affairs of the Chamber and shall deputise the President when the President is absent or on leave of absence.

10.3    Vice President

To assist the President and the Deputy President in attending to the affairs of the Chamber. When both the President and the Deputy President are absent or on leave of absence, one of the Vice President as appointed by the President, or in absence of the appointment, as appointed by the Board of Directors may act on behalf of the President.

10.4    Secretary General

To attend to the affairs of the Chamber, supervise the employees and the functioning of the Secretariat in their work, and shall have the power to sanction expenditure not exceeding Malaysian Ringgit Three Thousand (RM3,000.00) at any time and shall keep an updated register of members of the Chamber.

10.5   Deputy Secretary General

            To assist the Secretary General in dealing with the affairs of the Chamber, and shall deputise the Secretary General during his absence or while he is on leave of absence.

10.6    Treasurer

            To be responsible for the financial matters of the Chamber, including but not limited to  its monies, voucher and accounts, submit monthly statement of income and expenditure to the Board of Directors, prepare and present the duly audited accounts for the financial year for the approval of the Annual General Meeting. The Treasurer shall keep in his custody a sum of money not exceeding Malaysian Ringgit Two Thousand (RM2,000.00) for petty expenses.

10.7    Deputy Treasurer

            To assist the Treasurer in his duties and shall deputies Treasurer during his absence or while he is on leave of absence.

10.8    Chairman of the respective Working Committee(s)

            To lead their respective committee members and endeavor to promote and further the objectives of such Working Committee(s) and the Chamber.

10.9    Vice Chairman of the respective Working Committee(s)

            To assist the Chairman of the respective Working Committee(s) in carrying out their respective duties and shall deputise the Chairman during his absence or while he is on leave of absence.

10.10    Member of the Board of Directors

              All members of the Board of Directors shall attend all meetings of the Board.

10.11    The Chairmen and the Vice Chairmen of the respective Working Committee(s) may recommend to the Board of Directors suitable persons as members of the respective Working Committee(s), PROVIDED THAT such recommendation must receive prior approval of the Board of Directors.

10.12    The Chamber may with the prior approval of the Executive Committee, issue press statements in the presence of at least one of the following office bearers:-

              (a) the President;

              (b) the Deputy President;

              (c) the Vice Presidents;

              (d) the Secretary General.

.

ARTICLE 11       DUTIES OF BOARD OF DIRECTORS

11.1       The functions of the Board of Directors is to manage the Chamber’s movable and immovable property, supervise the day to day activities of the Chamber and decide on matter affecting its running within the general  policy laid down by the annual general meeting.

11.2       The Board of Directors shall meet at least once every three months and seven days notice of each meeting shall be given to its members. At least one half of the members of the Board of directors must be present for its proceeding to be valid and constitute a quorum.

11.3       Any member of the Board of Directors who fails to attend three consecutive meetings of the Board of Directors without satisfactory explanation shall be deemed to have resigned from the Board of Directors.

11.4       In the event of death or resignation of a member of the Board of Directors, the next candidates who received the highest number of votes at the previous election for the post shall be invited to fill the vacancy. If there is no such candidate or if such candidate declines to accept office. The Board of Directors shall have the power to co-opt any member of the Chamber to fill the vacancy until next election.

11.5       In the case of urgent matter, the President may call for an emergency Board of Directors meeting to be held by short notice and at least one-half of the members of the Board of Directors must be present for its proceeding to be valid.

11.6       The Board of Directors shall have power to appoint advisors and sub-committees to carry out the objects of the Chamber as it may deem fit and delegate to such sub-committees committee any of the power so delegated and to revoke such appointment.

              The duration of their appointments shall not extend beyond the term of office of the current Board of Directors.

11.7       The Board of Directors is authorized to spend a sum not exceeding RM10,000.00 (Ringgit Malaysia: Ten Thousand only) at any one time.

ARTICLE 12       ANNUAL GENERAL MEETINGS

12.1       The supreme authority of the Chamber is vested in the general meeting of its members. At least one-half of the total voting membership of the Chamber or twice the total number of members of the Board of Directors, whichever is the lesser, must be present at any annual general meeting for its proceeding to be valid and to constitute a quorum.

12.2       If a quorum is not attained at the time fixed for the Annual General Meeting, the Meeting shall be adjourned for half an hour. If the quorum is still not attained after the adjournment, the members present may proceed with the Meeting and decide any matter by simple majority votes but they shall have no power to amend the Constitute of the Chamber or to purchase or sell any property of the Chamber or make decisions affecting the whole membership.

12.3       The annual general meeting of the Chamber shall be held as soon as possible after the close of each financial year but no later than the 30th June of each year.

12.4       The business of the annual general meeting shall be:-

(a) To receive the report of the Board of Directors on the working of the Chamber during the previous year.

(b) To receive the Treasurer’s report and the audited accounts of the Chamber for the previous year.

              (c) To elect the Board of Directors and appoint auditors every three (3) years.

              (d) To discuss any proposed resolutions duly submitted by the members.

12.5       The Secretary General shall give written notice 21 days prior to each annual general meeting, to all members who have paid their subscriptions on or the 31st December of the previous year.

ARTICLE 13       EXTRAODINARY GENERAL MEETING

13.1       An extra-ordinary general meeting shall be convened under the following circumstances:-

              (a) Whenever the Board of Directors deems it necessary, OR

              (b) At the join request in writing of not less than one-fifth of eligible members, stating the objects and reasons for such meeting.

13.2       An extraordinary general meeting requisitioned by members shall be convened for a date within thirty days of receipt of such requisition.

13.3       Notice and agenda for an extraordinary general meeting shall be sent by the Secretary General to all eligible members at least fourteen (14) days before the date fixed for the meeting.

13.4       Article 12.1 of this Constitution regarding the quorum of an Annual General Meeting shall apply to an extraordinary general meeting, but with the condition that if no quorum is present after an hour from the time appointed for an extraordinary general meeting, the meeting shall be canceled 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.

ARTICLE 14       ELECTION OF BOARD OF DIRECTORS

14.1       Every three years, at least 21 days before the Directors’ election, the Secretary General shall send the election notice and nomination forms to all members to their last known address, the evidence of posting shall be conclusive proof of despatch.    

14.2       The Secretary General shall also supply to all members a full list of members who have paid their subscriptions on or before 31st December of the previous year. These are the members who are eligible to vote and to elected at the forthcoming annual general meeting.

14.3       An election committee shall be set up by the Board of Directors to take charge of the election work and make regulations in respect of the election.

14.4       The ballot papers sealed with the seal of the Chamber shall be distributed by the Secretariat of the Chamber to all valid members at the Directors’ election and members must present personally at the Directors’ election to vote.

              14.4.1           Individual and Corporate Members election shall be conducted by way of nomination. The proposed candidate must consent to the election by signature, and to be proposed by one member and seconded by another. All nominations shall reach the Secretary General not less than 14 days before the Directors’ election.

              14.4.2           Trade Association Members election shall be conducted by way of nomination. The proposed candidate representative must consent to the election by signature and seal of the Trade Association, and to be proposed by one Trade Association Member representative and seconded by another. All nominations shall reach the Secretary General not less than 14 days before the Directors’ election. Trade Association Members shall appoint a proxy to vote in the election. No proxy or representative can represent more than one Trade Association Member.

ARTICLE 15       FINANCIAL PROVISIONS

15.1       All monies received shall be deposited in the name of Chamber in financial institution(s) designated by the Board of Directors. All cheques drawn on the financial institution(s) shall be signed jointly by any two (2) of the following signatories:-

              (a) The President;

              (b) The Treasurer;

              (c) The Secretary General;

              (d) The Deputy President; or

(e) Any one (1) of the Vice President duly authorized in writing by the Board of Directors.  

15.2       The financial year of the Chamber shall commence on the 1st January and ends on the 31st day of December of every calendar year.

ARTICLE 16       AUDIT

16.1       The Annual General Meeting shall appoint a paid auditor, a qualified accountant (or a firm of accountants). The auditor appointed shall hold his appointment until he resigns or until appointment is terminated by the Annual General Meeting.

16.2       The auditor shall be required to audit the accounts of the Chamber for each financial year and to prepare a certificate or report for the Annual General Meeting. He may also be required by the President to audit the accounts for any period within their tenure of office at any date and make a report to the Board of Directors.

ARTICLE 17       DISQUALIFICATION

A person shall be disqualified from being and shall not become or remain as a Board of Directors member or member of the Executive Committee or Trustee of the Chamber.

  • if he has been convicted of any office under The Societies Act, 1966; or
  • if he has been convicted of any offence under any other law and sentenced to a fine of not less than Malaysian Ringgit Two Thousand (RM2,000.00) or to imprisonment for a term of not less than one (1) year; or
  • if there is in force against him any order of detention, restriction, supervision, restricted residence, banishment or deportation under any law relating to the security of, or public order in Malaysia or any part thereof, or to prevention of crime, prevention detention, restricted residence, banishment of immigration; or
  • if he is an undischarged bankrupt; or
  • if he is and has been found or declared to be of unsound mind; or
  • if he ceases to be a member or duly authorised representative of the member of the Chamber on whose ticket he has been elected; or
  • if he is representing only a Trade Association Member or a Corporate Member which has been wound up or whose registration has been canceled under the relevant law; or
  • if he refuses or is unfit to act, or incapable of acting or act in such a manner detrimental or adverse to the interest of the Chamber and the members in the Executive Committee resolve that he be removed from his office.

Provided always that the aforesaid paragraphs (i) – (iv) shall be subject to the provisions in sub-section (2) and (4) to Section 9A of the Societies Act, 1966 or any amendments thereto from time to time.

ARTICLE 18       AMENDMENT OF CONSTITUTION

18.1           The Constitution shall not be altered or amended except by resolution of a general meeting. Such alteration or amendments shall take effect from the date of approval by the Registrar of Societies. The amendments shall be submitted to the Registrar of Societies within 60 days after being approved by the general meeting.

ARTICLE 19          INTERPRETATION OF CONSTITUTION

19.1           Between annual general meetings the Board of Directors shall interpret the constitution of the Chamber and when necessary, determine any point on which the constitutions are silent.

19.2           Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Board of Directors shall be binding on all members of the Chamber unless and until countermanded by a resolution of a general meeting.

19.3           The English version of the constitution as stated herein prevail over other version of the same.

ARTICLE 20       PROPERTY

20.1           All immovable properties of the Chamber shall be registered in the name of Chamber and all instruments relating to any dealings that property shall be executed by 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 Chamber.

20.2           All immovable properties of the Chamber shall not be transferred, sold, charged, pledged or otherwise disposed off which prior consent and authority of a general meeting of members.

ARTICLE 21  HONORARY PRESIDENTS / ADVISORS / HONORARY DIRECTORS

21.1           Any member who has served as President, Deputy President or Vice Presidents of the Chamber and those who has made special contributions and has rendered extraordinary meritorious services to the Chamber and the public in general and is no longer interested to hold any office shall be eligible to be appointed by the newly elected Board of Directors as Honorary Presidents or Advisors of the Chamber as the Council shall deem fit. They shall hold office for one (1) term and may be re-appointed.

21.2           Any member who has served as Director of the chamber for 2 consecutive terms and is no longer interested to hold any office shall be eligible to be appointed by the newly elected Board of Directors as Honorary Director. They shall hold office for (1) term and may be re-appointed.

21.3           Honorary Presidents, Advisors and Honorary Directors are not allowed to attend Chamber’s Board of Directors’ meeting. However, if upon the request of the Board of Directors, they are allowed to make suggestions but without voting and proposition rights.

ARTICLE 22       PROHIBITION

22.1                Gambling in any form shall be prohibited in the premises of the Chamber.

22.2           No university or college students shall be allowed to be members of the Chamber without the prior approval from the vice chancellor of the university concerned.

ARTICLE 23       DISSOLUTION

23.1           The Chamber may be voluntarily dissolved by a resolution of not less than three-firth (3/5) of the total voting membership at an extraordinary general meeting convened specially for such purpose.

23.2           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 if the Chamber shall be decided upon the extraordinary general meeting.

23.3           Notice of dissolution shall be given within 14 days of the dissolution to the Registrar of Societies. 

马六甲中华工商总会章程:

第一章名称

本会定名为“马六甲中华总商会”,国文名称为“DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA MELAKA”英文名称为“THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY”(MCCCI),以下简称本会。

第二章 会址

2.1      本会注册地址为马六甲马六甲拉也花园门牌564-B至566-B号,(邮区编号75000)或由董事会议决定且社团注册官批准之其他地点。

2.2      本会注册地址在未经社团注册官批准前不得更改。

第三章   标志

本会标志包括两弧形上下相对,由一直线衔接,中间贯串一圆圈如图『简称为“标志”』。圆圈象征团结与稳固,金色标志代表繁盛。

第四章   宗旨

本会之宗旨为:

4.1    促进会员在商业、工业、农业与其他合法经营企业之利益。

4.2    汇集及传播有关工商及其他经济活动的资讯。

4.3    促进社会、文化、教育及福利事业。

4.4 提升市场之安定;加强工商界之团结;参与马来西亚经济发展并作出贡献;排解商业纠纷。

4.5    联络其他与本会相同宗旨之注册商团,共同努力,互相合作,以达致上述之目标。

4.6    为了促进本会的利益,进行经济与商业活动、买卖产业、进行投资、买卖股票、组织公司或企业,其条件适以上活动所得的一切盈利,不得分给会员,只能作为促进本会宗旨的用途。

第五章   会员

5.1    凡下列在马六甲州内已注册的商业团体与个人,从事于贸易、工业、农业、矿业、受承认专业或其他合法行业,愿遵守本会章程或其修正条文者,均可申请加入本会会员:

          (a) 马来西亚华裔公民,不分性别,年届廿一岁,已注册成为马来西亚专业团体之成员,且未曾被当局撤销注册或被终止执业者(下文称之为“个人会员”);

          (b) 注册商团其会员须大多数为马来西亚华裔公民者(下文称之为“商团会员”);以及       

          (c) 注册公司或商号(在本章程中概指独资或合资者)其成员须大多数为马来西亚华裔公民,或其大多数股份、控制性股权(若是公共公司)须由马来西亚华裔公民拥有者(下文称之为“公司会员”)。

     尽管上述所提,本会仍有权接受不具有以上全部资格之注册公司或商号成为本会附属会员。

          (d) 除了附属会员在会员大会没有选举权与被选权之外,所有会员皆有同等之义务与权利。

5.2      商团会员及公司会员的授权代表,须具备以下资格:

          (a) 该授权代表须是一名马来西亚公民。

          (b) 公司会员的授权代表须是该公司的股东或董事,或独资拥有人或合伙人。

          (c) 每一位授权代表只能代表一个商团会员或公司会员,并且他本身不是个人会员,以避免会员籍的身份重叠。

5.3      凡申请入会者,须得一名会员介绍,另一名附议并将申请书交到本会总务经过核准,标贴于本会布告栏一星期后由董事会提出讨论通过方的成为会员。

5.4  任何公司、商号或商团成为会员后,必须委派一位马来西亚华裔公民为代表。若有更换,必须以书面通知本会董事部。

5.5      董事会议决后将于十四天内函告申请者其决定,批准入会者接到通知函后须于十四天内缴交入会基金及首年年捐。收到上述款项后,将寄上本会章程一份。

            董事会有权拒绝任何入会申请书,且无需说明理由。

第六章   权利及义务

6.1      本会会员得享下列之权利:-

          (a) 全体会员享有本会章程所列明之一切权利。除附属会员外,本会会员有权出席会员大会,并在会员大会中发言及表决;本会会员亦享有选举及被选权,条件是会员须入会满一年始有选举权与被选权。

          (b) 可提呈提案予董事会或大会讨论的权利。

6.2      遵守本会章程及一切议决案和协助本会的各项活动。

第七章   入会基金及年捐

本会会员之入会基金及年捐如下:-

7.1      永久会员(不必缴年捐)之入会基金如下:-

  • 永久商团会员 —- —- RM600.00
  • 永久公司会员 —- —- RM600.00
  • 永久个人会员 —- —- RM300.00

7.2      普通公司会员及附属会员之入会基金及年捐如下:-

          入会基金       —- —- RM30.00

          年捐                —- —- RM60.00

7.3      会员之常年年捐必须在每年三月卅一日或之前自动缴清。

7.4      若会员因积欠会费而退会者,如欲申请恢复会籍,董事会有绝对权利制定另外的入会基金。

7.5      如遇到特别情况,需要款项时,经会员大会议决后可以向会员筹募特别捐。会员如果没有缴交其特别捐,董事会可依据欠年捐之情况处理。

第八章   退会及开除

8.1      会员欲退会须至少一个月前来函通知本会总务,而所积欠之会费及捐款必须还清。

8.2      任何会员如有违反本会章程或破坏本会者,将被撤销或暂停会籍,董事会将预先去函通知会员被撤销或暂停会籍原因,并给予当事人现身解释。董事会必须得到三分之二与会者之同意,方可通过撤销或暂停会籍,经董事会议决后即刻生效执行,若有不满意,可在十四天内上诉,交由会员大会定夺。

第九章   董事会

9.1      董事会由35名董事组成,其中27名董事由个人、公司会员中选出,8名董事由团体会员中选出。

9.1.1董事会由每三年举行的会员大会出席者,以秘密投票选出,任期三年,拥有再被选权。中选之董事在选举后十四(14)天内,以投票复选下列职务以组成常务董事会:-

  • 会长一名
  • 署理会长一名
  • 副会长四名
  • 总务一名
  • 副总务一名
  • 财政一名
  • 副财政一名

9.1.2视工作需要,董事会可成立、重组或解散相关工作组(以下简称工作组),以推动会务及贯彻本会宗旨。董事会有权随时决定及/或调整工作组名称、工作纲领和职权范围。董事会须根据章程第9.1.1项,在复选常务董事的同时,以投票选出各工作组的一名主任和一名副主任。

9.2      董事会有权另加委任不超过四名会员成为董事会成员。

9.3      本会之全体董事及执行董事必须是马来西亚公民。

9.4      任何个人、不论是凭个人会员身份,或是公司或商团会员的授权代表或任何联合身份,担任本会会长不得连续超过两任;在此条文生效之前或之后所担任的任期或部分任期,亦视为一任。

第十章   董事职权

10.1    会长

            (i)         对外代表本会。

            (ii)        领导及监督本会会务之进行。

            (iii)       任免本会受薪职员。

            (iv)       有权批准每次不超过RM5,000.00之开支。

            (v)        为本会会员大会、董事会及常务董事会之当然主席。

10.2    署理会长

            协助会长处理会务,遇会长缺席或告假时,则代理会长职权。

10.3    副会长

            协助会长及署理会长办理会务,遇会长及署理会长缺席或告假时,则由会长委任一位副会长代行会长职权,或会长未及委任时,则由董事会委任之。

10.4    总务

            办理一切会务,督促受薪职员及秘书处工作。批准每次不超过RM3,000.00之开支,及须保存最新之会员名册。

10.5    副总务

            协助总务办理一切会务,如总务缺席或告假时,则代行其职权。

10.6    财政

            管理本会款项及契据与账目,逐月结进支表向董事会报告,并拟具全年总结,经会计师查核后提交常年大会通过。得保管不超过RM2,000.00之零用钱。

10.7    副财政

            协助财政办理任内事务,如财政缺席或告假时,则代行其职权。

10.8    工作组主任

            领导其组员,共为推行各组之相关工作与事务,以推动会务。

10.9    工作组副主任

            协助各工作组主任办理组内事务,如主任缺席或告假时代行其职务。

10.10 董事

            董事必须出席所有会议

10.11 各工作组正副主任在必要时,可推荐适合人选加入其组成为组员,以协助处理各组之相关工作与事务,惟须经董事会批准。

10.12 经常务董事会议议决之后,会长、署理会长、副会长及总务任何一人必须在场,本会方可发布新闻稿。

第十一章       董事会职务

11.1    董事会负责管理动产及不动产,监督本会一切日常行政工作与活动并执行会员大会一切议决案。

11.2    董事会至少每三个月召开会议一次,会议通告须于一个星期前发出,出席会议人数为董事会之半数。

11.3    任何董事无适当理由连续缺席三次者,则当作为自动辞职。

11.4 若有董事逝世或辞职,董事会将邀请上届落选得票最高者担任。如被拒绝或无上述人选,董事会将为人会员递补其空缺至下届选举。

11.5    若有紧急事故,会长可在短期内发出开会通知召开紧急会议,出席董事之法定人数为董事会之半数。

11.6    董事会若有需要则有权委任会务顾问及工作小组以利会务进行,董事会亦有权收回其职权及取消该委任。任期是该届董事会之期限。

11.7    董事会有权开支每次不得超过一万令吉。

第十二章       会员大会

12.1    本会的最高权力机构为常年会员大会。会员大会的法定人数为本会有权投票会员总人数的一半,或董事会人数的一倍,以较少者为准。

12.2    若过了指定常年大会会议时间半小时,尚未足法定人数则出席会员得进行当天之会议,须有多数票以决定有关事项。惟无权修改章程或买卖任何产业或作出其他足以影响全体会员的决定。

12.3    会员大会须于每年会计年度结束后召开,最迟不得超过每年至六月三十日。

12.4    会员大会之目的为:-

            12.4.1            接纳董事会之会务报告;

            12.4.2            接纳经查之财政报告;

            12.4.3            每三年选出新届董事及委任稽查;

            12.4.4            讨论预早通知及会员大会认为适当之其他事项。

12.5    总务须于召开会员大会前廿一天发出会员大会通知书给已缴交年捐中至上年十二月卅一日之合格会员。

第十三章       特别会员大会

13.1    特别会员大会将在下列情况召开:-

            13.1.1            董事会通过召开;

            13.1.2            在五分之一合格会员联名要求并列明原因目的下召开。

13.2    由会员要求下召开之特别会员大会应于接收要求之日算起卅天内举行之。

13.3    特别会员大会通知书应于会议日期前最少十四天由总务寄交全体合格会员。

13.4    本章内12.1条款有关会员大会之法定人数及条规同时适用于特别会员大会;惟特别会员大会中,在会议时间一小时后仍不足法定人数,有关会议得取消,并在至少六个月内不得召开同性质之特别会员大会。

第十四章       董事选举

14.1   本会每三年选举董事时,总务须于董事选举廿一天之前去函通知会员有关提名选举董事事宜,以邮戳为凭。

14.2    总务同时发出全体合格会员名单给已在上一年或之前缴清会费至上一年十二月卅一日的会员。

14.3    改选前由董事会设立选举委员会,以筹备及主持改选工作。

14.4   选举理事会须用秘书处发出之盖有本会印章之选票投票,会员须亲自到董事选举中投票。

14.4.1      个人/公司会员选举系用提名方式。提议人必须获得被提名者之签名接受竞选,并须有一附议人。提名表格须在董事选举举行前14天交予总务。

14.4.2      团体会员选举采用提名方式,以其代表人为准。被提名之团体会员代表必须签名和盖章接受竞选,并获得一位团体会员代表作为提议人,另一位团体会员代表为附议人。提名表格须在董事选举举行前14天交予总务,团体会员须委任选举代表参与董事选举投票,惟同一代表不得代表一个以上的团体。

第十五章       财务条款

15.1    本会所有收入款项,须以本会名义存入董事会指定之银行。提款支票须由下列任何两者联名签署,方为有效:-

            (a) 会长;

            (b) 财政;

            (c) 总务;

            (d) 署理会长;

            (e) 任何一名董事会书面授权之副会长。

15.2    本会的财政年是由一月一日开始至十二月卅一日止。

第十六章       查账

16.1    常年会员大会可委任一位接受酬劳之合格审计师(或会计公司)为查账师。受委之查账师担任该职至其辞职或由常年会员大会停职为止。

16.2    查账师必须稽查本会每年之账目并准备报告提呈常年会员大会,在其任期内,他也可能在会长的要求下,稽查在任内的任何期间直奔会账目,并向董事会提呈一份报告。

第十七章       丧失资格

以下情形,董事、常务董事或本会受托人将丧失其继续担任上述职位之资格:-

(i)         在1966年社团法令下被定罪;或

(ii)        在任何法令及条文下被判罪,同时被罚款不少于RM2,000.00,或被判监不少于一年;或

(iii)       因抵触任何有关大马安全、公共秩序法令或此类法令的部分条款,或涉及预防犯罪、防御性拘留、限制拘留、驱逐令而遭拘留、受限、监察、限制拘留、驱逐出境等法律            制裁;或

(iv)       未清偿债之破产人;或

(v)        精神不健全;或

(vi)       被终止其授权代表人身份;或

(vii)      若他谨代表一商团会员或公司会员,而有关商团或公司已在相关法令下被清盘或吊销注册者;或

(viii)     若他拒绝或不适任,或无能执行职务,或抵触本会及会员之利益者,由董事会决议取消其职务。

                        前述(i) –(iv)须受1966年社团法令之第9A(2)及(4)款或所有适时修订之相关条文之限制。

第十八章       修改章程

18.1    本会章程之修改或删除,必须经会员大会通过,修改后的章程必须于60天内呈报社团注册官,批准后,方为有效。

第十九章       章程全译

19.1    在平时没有召开常年会员大会时,董事会须对本会章程做出诠释,并在必要时对章程没有明文规定的某个要点下定义。

19.2    除非是与会员大会先前订下的政策相反或不符,董事会作出的决定,对全体会员都具有约束力,除非或直到这项决定收到会员大会的否决。

19.3    本会章程系以英文及中文书写,若在诠释上产生任何疑问或冲突,则以英文版本为准。

第二十章               产业

20.1    本会之所有不动产得在本会名下注册及所有有关该产业之事务得由本会会长、总务和财政执行之,其委任须由社团注册官以证书证明并以本会印章签盖方为有效。

20.2    除非得到本会会员大会之批准,否则不得将有关产业售卖、抵押、租凭或作其他交易。

第二十一章    名誉会长/顾问

21.1    凡曾担任本会会长、署理会长或副会长者及对本会有特殊贡献,不再竞选任何董事会职位者,可各别由新届董事会委任为名誉会长或顾问,委任期为一届,期满可被继续受委任。

21.2    名誉会长及顾问无权出席董事会议,如受邀列席,可对会议发表意见,但没有动议和表决权。

第二十二章    禁例

22.1    本会会所严禁任何形式之赌博活动。

22.2    在籍之大学及学院生不可申请成为本会会员,除非他事先获得有关大学或学院院长的书面批准书。

第二十三章    解散

23.1    本会如欲解散,须在专为此事召开之会员大会中得到与会者不少过五分之三人数赞成方为有效。

23.2    本会若经会员大会议决解散,应将一切负债,欠款悉数清还,至于剩余资产则需找会员大会议决之颁发处置之。

23.3    由本会实行解散日起,解散通知书必须与十四天内提呈社团注册官。

备注:本章程中文译本之诠释如与英文正本有不符之处,一概以英文正本为准。

THE CONSTITUTION OF
DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA MELAKA
(THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY)

ARTICLE 1 NAME

The name of this society shall be “DEWAN PERNIAGAAN DAN PERINDUSTRIAN CINA MELAKA” (THE MALACCA CHINESE CHAMBER OF COMMERCE AND INDUSTRY) hereinafter referred to as “the Chamber”.

ARTICLE 2 ADDRESS

2.1      The registered address of the Chamber shall be at No. 564B – 566B, Taman Melaka Raya, Jalan Merdeka, 75000 Melaka or such place as may be determined from time to time by the executive committee and approved by the Registrar of Societies.

2.2      The registered address of the Chamber shall not be changed without the approval of the Registrar of Societies.

ARTICL E 3        LOGO

3.1      The logo of the Chamber shall consist of two arcs perpendicularly subscribing a concentric circle, with a common diameter providing the linkage [hereinafter referred to as the “Logo”]. The circle shall symbolise stability and unity. Gold colour represents prosperity.

ARTICLE 4 OBJECTIVES

The objectives of the chamber are:-

4.1      To promote the interests of the members in the fields of trade, commerce and industry, agriculture and other economics activities.

4.2      To collect, collate and disseminate information relating to commerce, industry and other economics sectors.

4.3      To promote social, cultural, educational and welfare works.

4.4      To arbitrate on matters of dispute between members and to perform other services pertinent to the functions of a chamber of commerce.

4.5      To liaise with and to work jointly with other registered trade societies having similar objects as the chamber by way of mutual assistance towards the attainment of the above object.

4.6      To carry out economic and commercial activities, the purchase and sale of properties, investment, the purchase and sale of shares and the incorporations of companies and enterprises for furthering the interest of the chamber provided that all benefits derived therefrom shall not be distributed among the members bit shall be used solely for carrying out the chamber’s objects.

ARTICLE 5 MEMBERSHIP

5.1      The following persons and bodies carrying on business as traders, industrialists, agriculturists, miners, professions and any other lawful business in or having a registered address in the State of Melaka and willing to abide by the Constitution of the Chamber shall be eligible to apply to become a member of the Chamber, namely:-

  • any Malaysian citizen of Chinese origin irrespective of sex having attained the age of twenty-one (21) years and is or was registered as a member of the professional body in Malaysia and has not been struck off the registered as a member of a suspended from practice for any period of time (hereinafter shall be referred to as “the Individual Member”)
  • registered trade associations whose majority membership comprises Malaysian citizens of Chinese origin (hereinafter shall be referred to as “ the Trade Association Member”) ; and
  • registered companies or firms (which expression wherever appearing in this Constitution shall include sole-proprietorship and partnership) whose majority membership comprises Malaysian citizens of Chinese origin (hereinafter shall be referred to as “the Corporate Member”).
  • Provided that all members shall perform the same duties and enjoy same privileges save and except the associate members who shall have no right to vote and be voted in the General Meeting.

PROVIDED THAT notwithstanding the aforesaid, the Chamber may if deem fit, admit such registered companies or firms which do not fulfil all of the abovestated qualifications as associate members of the Chambers.

5.2      Trade Association Members and Corporate Members shall be represented by an authorised representative with the following qualifications:-

          (a)  the representatives shall be Malaysian citizens of Chinese origin.

          (b)  The representatives from Corporate Members shall be the shareholders and/or the directors, or the sole proprietor or the partners, as the case may be.

           (c) Each representative may represent only one (1) member, whether from the Trade Association Members or Corporate Members, and he must not be the Individual Member of the Chamber, to avoid multiplicity of membership.

5.3      Every application for membership shall be proposed by one member and seconded by another member and submitted to Secretary General for approval. The Secretary General shall post all applications for membership on the Notice Board of the Chamber for one week before submitting the applications to the Board of Directors for consideration.

5.4      Any company, firm or trade association which has become a member of the Chamber must appoint a Malaysian citizen of Chinese origin to be its representative in the Chamber. Should there be any change of such representative, a notification shall be submitted to the Board of Directors.

5.5      The Board of Directors shall inform every applicant in writing within 14 days from the date of its decision and shall send a copy of the Chamber’s Constitution upon receiving the entrance fee and subscription. The applicant shall pay his entrance fee and first year subscription within 14 days from the date of notification by the Board of Directors.  The Board of Directors shall have absolute discretion to reject any membership application and shall not required to assign any reason thereto.

ARTICLE 6 PRIVILEGES AND DUTIES OF MEMBERS

6.1      Members shall enjoy the following:-

          (a)  All members shall be entitled to enjoy all rights and privileges provided in the Constitution and save and except for associate members, the members shall also have the right to attend, speak and vote at the General Meeting of the Chamber and the right to elect and be elected PROVIDED THAT the right to elect and be elected may only be exercised upon expiry of one (1) year from the relevant date of admission as members.

          (b)  To submit proposals for discussion by the Board of Directors or at general meetings.

6.2      Members shall abide by the Rules of the Chamber and all the resolutions passed and assist the Chamber in all its activities.

ARTICLE 7         ENTRACE FEES AND SUBSCRIPTION

The entrance fee and subscriptions payable by the members are as follows:-

7.1      The Entrance Fee (subscriptions exempted) of a Life Member payable shall be as follows:-

Life Member

  • Individual Member — — RM300.00
  • Trade Association Member — — RM600.00
  • Corporate Member — — RM600.00

7.2      The Entrance Fee and subscriptions of an Ordinary Corporate Member and Associate Member payable shall be as follows (Ordinary membership is opened to Corporate Members and Associate Members only) :-

            Ordinary Member: (Corporate Member and associate Member only)

            Entrance Fee                                      — — RM30.00

            Annual Subscription Fee                   — — RM60.00

The aforesaid lump sum subscription may be varied at the discretion of the Board of Directors subject to prior approval of a general meeting and by the Registrar of Societies. No annual subscription is payable by a life member after his/her/its admission as a life member.

7.3      The annual subscription shall be paid by the ordinary Corporate members and Associate members on or before 31st day of March each year.

7.4      The Board of Directors shall have the power to fix a re-entrance fee for any person who has allowed his or her membership to lapse through arrears.

7.5      Special subscriptions for particular purposes may be raised from members by resolution of a General Meeting of the Chamber. If any member fails to pay such subscription within such period as may be resolved, the amount due shall be treated in the same way as arrears of yearly subscription.

ARTICLE 8 RESIGNATION AND EXPULSION

8.1      Any member wishing to resign from the Chamber shall give at least one month notice in writing to the Secretary General and shall settle all dues outstanding.

8.2      Any member who fails to comply with the Constitution and Rules of the Chamber or has acted in a manner to bring disrepute upon the Chamber may be expelled or suspended for a period of time as the Board of Directors shall deem fit. The decision of the Board of Directors shall be 2/3 majority of its member present at the meeting. Before the Board of Directors expels or suspends the member, the member shall be informed of the grounds for such expulsion or suspension in writing and be given an opportunity to explain and absolve himself or herself in person. Such suspension or expulsion shall be enforced, unless otherwise reversed by a General Meeting upon appeal by the said member.

ARTICLE 9 BOARD OF DIRECTORS

9.1      The Board of Directors, being the office bearers of the Chamber, shall consist of thirty-five (35) members, of which twenty-seven (27) shall be elected from among the Individual Members and Corporate Members and eight (8) from the Trade Association Members.

9.1.1  The Board of Directors shall be elected three-yearly at the general meeting by secret ballot and they shall serve for a term of three years. They shall be eligible for re-election. The Board of Directors shall within fourteen (14) days after the conclusion of the election, elect among its members the following office bearers to form the Executive Committee:-

  • a President;
  • a Deputy president;
  • four (4) Vice Presidents;
  • a Secretary General;
  • a Deputy Secretary General;
  • a Treasurer;
  • a Deputy Treasurer;

9.1.2  The Board of Directors may establish, re-organise or dissolve relevant working committees as it deems expedient and necessary infurtherance of the objective of the Chamber (hereinafter referred as “Working Committee(s)”). The name and terms of reference of each Working Committee so established shall be determined and/or varied by the Board of Directors at any time at its absolute discretion. The Board of Directors shall elect among its members a Chairman and Vice Chairman for the respective Working Committee(s) as established hereunder simultaneously with the election of Executive Committee in accordance to Clause 9.1.1 of this Constitution.

9.2      The Board of Directors may appoint not more than four (4) members as additional Directors.

9.3      The Board of Directors of the Chamber and every officer performing executive function in the Chamber shall be Malaysian citizens.

9.4      No person whether in his own capacity as an Individual Member or the duly appointed representative of the Trade Association Member or Corporate Member or any combination of capacities thereof shall serve more than two (2) consecutive terms as the President of the Chamber. Any term of office or part thereof served before or after the coming into effect of this article shall be deemed a term.

ARTICLE 10               DUTIES OF OFFICE BEARERS

10.1    The President

          (i)         To be the official representative of the Chamber;

          (ii)        To lead and supervise the progress of the affairs of the Chamber;

  • To have the power in the employment and dismissal of any employee of the Chamber.
  • To have the power to sanction expenditure no exceeding Malaysian Ringgit five Thousand (RM5,000.00) on at any one time; and
  • To preside at all general meetings, meetings of the Board of Directors and the Executive Committee.

10.2    Deputy President

          To assist the President in attending to the affairs of the Chamber and shall deputise the President when the President is absent or on leave of absence.

10.3    Vice President

          To assist the President and the Deputy President in attending to the affairs of the Chamber. When both the President and the Deputy President are absent or on leave of absence, one of the Vice President as appointed by the President, or in absence of the appointment, as appointed by the Board of Directors may act on behalf of the President.

10.4    Secretary General

          To attend to the affairs of the Chamber, supervise the employees and the functioning of the Secretariat in their work, and shall have the power to sanction expenditure not exceeding Malaysian Ringgit Three Thousand (RM3,000.00) at any time and shall keep an updated register of members of the Chamber.

10.5   Deputy Secretary General

            To assist the Secretary General in dealing with the affairs of the Chamber, and shall deputise the Secretary General during his absence or while he is on leave of absence.

10.6    Treasurer

            To be responsible for the financial matters of the Chamber, including but not limited to  its monies, voucher and accounts, submit monthly statement of income and expenditure to the Board of Directors, prepare and present the duly audited accounts for the financial year for the approval of the Annual General Meeting. The Treasurer shall keep in his custody a sum of money not exceeding Malaysian Ringgit Two Thousand (RM2,000.00) for petty expenses.

10.7    Deputy Treasurer

            To assist the Treasurer in his duties and shall deputies Treasurer during his absence or while he is on leave of absence.

10.8    Chairman of the respective Working Committee(s)

            To lead their respective committee members and endeavor to promote and further the objectives of such Working Committee(s) and the Chamber.

10.9    Vice Chairman of the respective Working Committee(s)

            To assist the Chairman of the respective Working Committee(s) in carrying out their respective duties and shall deputise the Chairman during his absence or while he is on leave of absence.

10.10    Member of the Board of Directors

              All members of the Board of Directors shall attend all meetings of the Board.

10.11    The Chairmen and the Vice Chairmen of the respective Working Committee(s) may recommend to the Board of Directors suitable persons as members of the respective Working Committee(s), PROVIDED THAT such recommendation must receive prior approval of the Board of Directors.

10.12    The Chamber may with the prior approval of the Executive Committee, issue press statements in the presence of at least one of the following office bearers:-

              (a) the President;

              (b) the Deputy President;

              (c) the Vice Presidents;

              (d) the Secretary General.

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ARTICLE 11       DUTIES OF BOARD OF DIRECTORS

11.1       The functions of the Board of Directors is to manage the Chamber’s movable and immovable property, supervise the day to day activities of the Chamber and decide on matter affecting its running within the general  policy laid down by the annual general meeting.

11.2       The Board of Directors shall meet at least once every three months and seven days notice of each meeting shall be given to its members. At least one half of the members of the Board of directors must be present for its proceeding to be valid and constitute a quorum.

11.3       Any member of the Board of Directors who fails to attend three consecutive meetings of the Board of Directors without satisfactory explanation shall be deemed to have resigned from the Board of Directors.

11.4       In the event of death or resignation of a member of the Board of Directors, the next candidates who received the highest number of votes at the previous election for the post shall be invited to fill the vacancy. If there is no such candidate or if such candidate declines to accept office. The Board of Directors shall have the power to co-opt any member of the Chamber to fill the vacancy until next election.

11.5       In the case of urgent matter, the President may call for an emergency Board of Directors meeting to be held by short notice and at least one-half of the members of the Board of Directors must be present for its proceeding to be valid.

11.6       The Board of Directors shall have power to appoint advisors and sub-committees to carry out the objects of the Chamber as it may deem fit and delegate to such sub-committees committee any of the power so delegated and to revoke such appointment.

              The duration of their appointments shall not extend beyond the term of office of the current Board of Directors.

11.7       The Board of Directors is authorized to spend a sum not exceeding RM10,000.00 (Ringgit Malaysia: Ten Thousand only) at any one time.

ARTICLE 12       ANNUAL GENERAL MEETINGS

12.1       The supreme authority of the Chamber is vested in the general meeting of its members. At least one-half of the total voting membership of the Chamber or twice the total number of members of the Board of Directors, whichever is the lesser, must be present at any annual general meeting for its proceeding to be valid and to constitute a quorum.

12.2       If a quorum is not attained at the time fixed for the Annual General Meeting, the Meeting shall be adjourned for half an hour. If the quorum is still not attained after the adjournment, the members present may proceed with the Meeting and decide any matter by simple majority votes but they shall have no power to amend the Constitute of the Chamber or to purchase or sell any property of the Chamber or make decisions affecting the whole membership.

12.3       The annual general meeting of the Chamber shall be held as soon as possible after the close of each financial year but no later than the 30th June of each year.

12.4       The business of the annual general meeting shall be:-

          (a) To receive the report of the Board of Directors on the working of the Chamber during the previous year.

          (b) To receive the Treasurer’s report and the audited accounts of the Chamber for the previous year.

          (c) To elect the Board of Directors and appoint auditors every three (3) years.

          (d) To discuss any proposed resolutions duly submitted by the members.

12.5       The Secretary General shall give written notice 21 days prior to each annual general meeting, to all members who have paid their subscriptions on or the 31st December of the previous year.

ARTICLE 13       EXTRAODINARY GENERAL MEETING

13.1       An extra-ordinary general meeting shall be convened under the following circumstances:-

              (a) Whenever the Board of Directors deems it necessary, OR

              (b) At the join request in writing of not less than one-fifth of eligible members, stating the objects and reasons for such meeting.

13.2       An extraordinary general meeting requisitioned by members shall be convened for a date within thirty days of receipt of such requisition.

13.3       Notice and agenda for an extraordinary general meeting shall be sent by the Secretary General to all eligible members at least fourteen (14) days before the date fixed for the meeting.

13.4       Article 12.1 of this Constitution regarding the quorum of an Annual General Meeting shall apply to an extraordinary general meeting, but with the condition that if no quorum is present after an hour from the time appointed for an extraordinary general meeting, the meeting shall be canceled 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.

ARTICLE 14       ELECTION OF BOARD OF DIRECTORS

14.1       Every three years, at least 21 days before the Directors’ election, the Secretary General shall send the election notice and nomination forms to all members to their last known address, the evidence of posting shall be conclusive proof of despatch.    

14.2       The Secretary General shall also supply to all members a full list of members who have paid their subscriptions on or before 31st December of the previous year. These are the members who are eligible to vote and to elected at the forthcoming annual general meeting.

14.3       An election committee shall be set up by the Board of Directors to take charge of the election work and make regulations in respect of the election.

14.4       The ballot papers sealed with the seal of the Chamber shall be distributed by the Secretariat of the Chamber to all valid members at the Directors’ election and members must present personally at the Directors’ election to vote.

              14.4.1           Individual and Corporate Members election shall be conducted by way of nomination. The proposed candidate must consent to the election by signature, and to be proposed by one member and seconded by another. All nominations shall reach the Secretary General not less than 14 days before the Directors’ election.

              14.4.2           Trade Association Members election shall be conducted by way of nomination. The proposed candidate representative must consent to the election by signature and seal of the Trade Association, and to be proposed by one Trade Association Member representative and seconded by another. All nominations shall reach the Secretary General not less than 14 days before the Directors’ election. Trade Association Members shall appoint a proxy to vote in the election. No proxy or representative can represent more than one Trade Association Member.

ARTICLE 15       FINANCIAL PROVISIONS

15.1       All monies received shall be deposited in the name of Chamber in financial institution(s) designated by the Board of Directors. All cheques drawn on the financial institution(s) shall be signed jointly by any two (2) of the following signatories:-

              (a) The President;

              (b) The Treasurer;

              (c) The Secretary General;

              (d) The Deputy President; or

(e) Any one (1) of the Vice President duly authorized in writing by the Board of Directors.  

15.2       The financial year of the Chamber shall commence on the 1st January and ends on the 31st day of December of every calendar year.

ARTICLE 16       AUDIT

16.1       The Annual General Meeting shall appoint a paid auditor, a qualified accountant (or a firm of accountants). The auditor appointed shall hold his appointment until he resigns or until appointment is terminated by the Annual General Meeting.

16.2       The auditor shall be required to audit the accounts of the Chamber for each financial year and to prepare a certificate or report for the Annual General Meeting. He may also be required by the President to audit the accounts for any period within their tenure of office at any date and make a report to the Board of Directors.

ARTICLE 17       DISQUALIFICATION

A person shall be disqualified from being and shall not become or remain as a Board of Directors member or member of the Executive Committee or Trustee of the Chamber.

  • if he has been convicted of any office under The Societies Act, 1966; or
  • if he has been convicted of any offence under any other law and sentenced to a fine of not less than Malaysian Ringgit Two Thousand (RM2,000.00) or to imprisonment for a term of not less than one (1) year; or
  • if there is in force against him any order of detention, restriction, supervision, restricted residence, banishment or deportation under any law relating to the security of, or public order in Malaysia or any part thereof, or to prevention of crime, prevention detention, restricted residence, banishment of immigration; or
  • if he is an undischarged bankrupt; or
  • if he is and has been found or declared to be of unsound mind; or
  • if he ceases to be a member or duly authorised representative of the member of the Chamber on whose ticket he has been elected; or
  • if he is representing only a Trade Association Member or a Corporate Member which has been wound up or whose registration has been canceled under the relevant law; or
  • if he refuses or is unfit to act, or incapable of acting or act in such a manner detrimental or adverse to the interest of the Chamber and the members in the Executive Committee resolve that he be removed from his office.

Provided always that the aforesaid paragraphs (i) – (iv) shall be subject to the provisions in sub-section (2) and (4) to Section 9A of the Societies Act, 1966 or any amendments thereto from time to time.

ARTICLE 18       AMENDMENT OF CONSTITUTION

18.1           The Constitution shall not be altered or amended except by resolution of a general meeting. Such alteration or amendments shall take effect from the date of approval by the Registrar of Societies. The amendments shall be submitted to the Registrar of Societies within 60 days after being approved by the general meeting.

ARTICLE 19          INTERPRETATION OF CONSTITUTION

19.1           Between annual general meetings the Board of Directors shall interpret the constitution of the Chamber and when necessary, determine any point on which the constitutions are silent.

19.2           Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Board of Directors shall be binding on all members of the Chamber unless and until countermanded by a resolution of a general meeting.

19.3           The English version of the constitution as stated herein prevail over other version of the same.

ARTICLE 20       PROPERTY

20.1           All immovable properties of the Chamber shall be registered in the name of Chamber and all instruments relating to any dealings that property shall be executed by 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 Chamber.

20.2           All immovable properties of the Chamber shall not be transferred, sold, charged, pledged or otherwise disposed off which prior consent and authority of a general meeting of members.

ARTICLE 21  HONORARY PRESIDENTS / ADVISORS / HONORARY DIRECTORS

21.1           Any member who has served as President, Deputy President or Vice Presidents of the Chamber and those who has made special contributions and has rendered extraordinary meritorious services to the Chamber and the public in general and is no longer interested to hold any office shall be eligible to be appointed by the newly elected Board of Directors as Honorary Presidents or Advisors of the Chamber as the Council shall deem fit. They shall hold office for one (1) term and may be re-appointed.

21.2           Any member who has served as Director of the chamber for 2 consecutive terms and is no longer interested to hold any office shall be eligible to be appointed by the newly elected Board of Directors as Honorary Director. They shall hold office for (1) term and may be re-appointed.

21.3           Honorary Presidents, Advisors and Honorary Directors are not allowed to attend Chamber’s Board of Directors’ meeting. However, if upon the request of the Board of Directors, they are allowed to make suggestions but without voting and proposition rights.

ARTICLE 22       PROHIBITION

22.1                Gambling in any form shall be prohibited in the premises of the Chamber.

22.2           No university or college students shall be allowed to be members of the Chamber without the prior approval from the vice chancellor of the university concerned.

ARTICLE 23       DISSOLUTION

23.1           The Chamber may be voluntarily dissolved by a resolution of not less than three-firth (3/5) of the total voting membership at an extraordinary general meeting convened specially for such purpose.

23.2           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 if the Chamber shall be decided upon the extraordinary general meeting.

23.3           Notice of dissolution shall be given within 14 days of the dissolution to the Registrar of Societies.