1.
NAME AND REGISTERED OFFICE
a)
The
name of the association shall be known as “PENANG HAINAN GRADUATES AND
PROFESSIONALS GUILD” AND “GILD SISWAZAH DAN IKHTISAS HAINAN PULAU PINANG” in
the national language and “____________________________ “ in Chinese
(hereinafter referred to as “the Guild”.
b)
The
registered office of the Guild shall be at No. 93, Muntri Street, 10200 Penang.
2.
POSTAL AND MEETING PLACE
The postal address for correspondence
and the meeting place shall be at the registered office of the Guild or at such
other place or places as the Executive Committee shall be decide from time to
time.
3.
EMBLEM, BADGE, FLAG AND
COLOURS
The emblem, badge, flag and
insignia of the Guild shall be :
4.
OBJECTS
The objects for which the
Guild is being formed are :
a)
To
promote, encourage and foster civic, social and cultural activities among
members of the Guild.
b)
To
promote, encourage and foster goodwill and unity among the Hainanese graduates
and professionals so as to mobolise human and other resources towards
advancement of the economic, cultural and social standing of Hainanese
community in general and its members in particular.
c)
To
promote, encourage and foster interchange of ideas pertaining to civic, social,
educational, cultural and economic matters issues and problems relating to
Hainanese clan in particular and Malaysian in general.
d)
To
establish and maintain contacts with other graduate associations, professional
bodies and like organisations within Malaysia, particularly those in the
Northern region of Malaysia.
e)
To
hold and organise meetings, seminars and conferences pertaining to career
advancement business opportunities and other economic educational social
concerns of its members.
f)
To
advise, aid and guide members in respect of opportunities of employment,
conditions of employment and other matters pertaining thereto.
g)
To
establish, manage and maintain research, publication or any other funds for the
purposes as maybe determined by the Executive Committee.
h)
To
receive and accept donation from members and public for the purpose of carrying
out the activities of the Guild.
i)
To
purchase, lease, rent, own or otherwise acquire land, moveable or immovable
property and improve such property for the use of the members.
5.
MEMBERSHIP
a)
Membership
shall consists of the following three categories :
i.
Ordinary
Members with voting rights and eligible to hold office,
ii.
Associate
Members with no voting rights and shall not hold office, and
iii.
Honorary
Members with no voting rights and shall not hold office.
b)
For
admission as an Ordinary Member, the applicant shall :
i.
be
of Hainanese paternal parentage, AND
ii.
have
graduated in a course leading to a degree or diploma in university, technical
college or other tertiary educational institutions, OR
iii.
be
involved in professional works or practices or callings which in the considered
opinion of the Executive Committee would contribute to the general pool of
expertise and talent of its membership.
c)
For
admission as an Associate Member, the applicant shall satisfy the requirements
of either of the above (b)(ii) or (b)(iii) of this clause.
d)
Honorary
Member shall only be bestowed on an individual who in the considered opinion of
the Executive Committee has rendered invaluable services to the Guild and is
eminent in his or her field of business industry profession and must be so
elected by a resolution passed at a meeting of the Executive Committee by at
least two third of its members present and voting.
e)
The
application form for admission as an Ordinary Member or an Associate Member
shall be submitted to the Honorary Secretary or any member of the Executive
Committee who shall then table the application at the meeting of the Executive
Committee. The Executive Committee
shall have the absolute right to approve or reject the application at its
absolute discretion by majority vote of its members present and voting.
f)
Save
as provided herein, all members shall enjoy/have similar rights, obligations,
benefits, etc of the Guild.
6.
ENTRANCE FEES AND
SUBSCRIPTIONS
The entrance fees and
subscriptions payable by the members shall be as follows :
a)
An
Ordinary Member or an Associate Member shall pay an entrance fee of RM30.00 on
application and the annual subscription of RM20.00.
b)
An
Ordinary Member or an Associate Member who chooses to pay ten years’ annual
subscription (which shall be non refundable) in one lump sum shall be entitled
to waiver of the subsequent annual subscription.
c)
All
annual subscription must be paid on or before 31st December of each
year or within fourteen (14) days from the receipt of the written notice from
the Honorary Treasurer to pay the outstanding subscription.
d)
Any
member who has not paid his or her annual subscription by 31st December of each year shall have his or her
name removed from the Register of Member at the absolute discretion of the
Executive Committee.
e)
At
the recommendation of the Executive Committee, the General Meeting supported by
a simple majority of those members present and voting shall have the power to
fix new entrance fees and annual subscription.
7.
TERMINATION OF MEMBERSHIP
a)
Any
member may resign from the Guild by giving one month’s notice in writing to the
Honorary Secretary and pay all dues owing to the Guild.
b)
A
member shall cease to be one in accordance with clause 6(d).
c)
A
member who has resigned may re-apply for membership of the Guild in the same
manner as a new applicant and pay the fees payable on application.
d)
A
member whose membership has been terminated either by resignation or
termination by the Executive Committee shall have no right to claim for the
subscription paid under clause 6(b).
8.
REGISTER OF MEMBERS
a)
The
Honorary Secretary shall keep a register of members of the Guild and update any
changes therein.
b)
A
copy of the register of members shall be kept by the Honorary Treasurer.
c)
The
Honorary Treasurer shall furnish the General Assembly with a list of members
who has paid their annual subscription as at 31st December of each
year.
9.
GENERAL MEETINGS
a)
The
Annual General Meeting shall be held once a year at such time as the Executive
Committee shall decide but no later than 31st March. An Extraordinary General Meeting may be
called by the Executive Committee at such time as the Executive Committee shall
decide.
b)
Within
30 days upon receipt of a written request signed by 10% of the eligible
memberships. The Executive Committee
shall convene an EGM, or in default, the requisitionists have convene such an
EGM. The EGM so convened shall be null
and void if not attended by all the requisitionists.
c)
Only
members of the Guild who have paid up their annual subscription as at 31st
December prior to the meeting may attend the General Meeting.
d)
The
notice, together with the agenda, and if appropriate, the audited statements of
account and auditor’s report shall be issued to all members as per the Register
of Member at least three week prior to the General Meeting is held.
e)
The
notice of the General Meeting shall also be published in at least one major
English daily newspaper.
f)
The
business of the Annual General Meeting shall be :
i.
to
receive the report of the Honorary Secretary covering the work and the progress
of the Guild;
ii.
to
receive the report of the Honorary Treasurer together with the audited
statements of the accounts and the report of the Honorary Auditors;
iii.
to
elect or re-elect members of the Executive Committee and to appoint two
Honorary Auditors, once every two years;
iv.
to
discuss and deal with such other matters included in the agenda or as may be
put before it;
v.
business
to be placed on the agenda by any member shall be sent to the Honorary
Secretary at least ten days before the General Meeting is held.
g)
All
members with no arrears in annual subscription as at 31st December
and present at the General Meeting shall be entitled to speak on matters on the
agenda and to vote thereon.
h)
All
votings shall be by show of hand or by secret ballot if so decided by a simple
majority of the members present. All
matter put to vote shall, unless otherwise stated herein, be decided by a
simple majority of the members present and voting.
i)
The
quorum for the General Meeting shall be one third of the Ordinary Members who
have paid up the current annual subscription as at 31st December or
twenty (20) of such members whichever is less.
In the event that a quorum is not attained within sixty minutes from the
time the meeting is scheduled to be held, such meeting shall be adjourned for
one week to be convened at the same place and time as stated in the notice of
the General Meeting, and the adjourned meeting shall proceed irrespective of
the existence or otherwise of a quorum and such adjourned meeting shall not be
invalid by reason of lack of quorum.
10.
EXECUTIVE COMMITTEE
a)
The
Executive Committee elected once every two years at the Annual General Meeting,
shall be responsible for the administration and management of the Guild. The Executive Committee shall consist of :
i.
One
President
ii.
First
Vice President
iii.
Second
Vice President
iv.
One
Secretary
v.
One
Treasurer
vi.
One
Assistant Secretary
vii.
One
Assistant Treasurer
viii.
Five
Committee Members
ix.
Not
more than three Nominated Committee Members to be appointed by the Executive
Committee
x.
One
Ex-Officio member appointed by the Penang Hainan Association
b)
Office
bearers except the Nominated Committee Members shall be elected at the Annual
General Meeting once every two years.
All office bearers shall be ordinarily resident in Malaysia.
c)
The
quorum of the Executive Committee meeting empowered to appoint the additional
nominated committee members shall be no
less than half of the total number of the
elected Executive Committee.
d)
Nomination
papers for office bearers shall be sent to all members at least three weeks
before the Annual General Meeting.
e)
All
nomination papers for office bearers shall be submitted to the Returning
Officers who shall be appointed by the Executive Committee at least three days
before the Annual General Meeting is held.
f)
The
Returning Officers shall conduct and report on the result of the election of
the office bearers and the appointment of the two Honorary Auditors who shall
not be members of the Executive Committee.
g)
The
Returning Officers shall be entitled to vote and be elected to any post by the
members at the General Meeting.
h)
The
Executive Committee may invite up to two prominent individuals to be patrons
and up to five members to be advisors of the Guild. The advisors may be invited to attend meetings and give advice on
specific issues.
i)
The
Executive Committee member(s) may by resolution of the Executive Committee be
terminated on the following grounds :
a)
if
he does not attend meeting for 3 consecutive times without proper excuse or
leave of absence
b)
if
he is adjudged bankrupt, or makes any arrangement or composition with his
creditors generally, or
c)
if
he prohibited from being Executive Committee member by an order made under any
Malaysian law or by any provision of this Constitution, or
d)
if
he becomes of unsound mind or a person whose person or estate is liable to be
dealt with in any way under the law relating to mental health, or
e)
if
he is removed from office pursuant to any Malaysian law.
f)
if
he is directly or indirectly interested in any contract or proposed contract
with the Guild and fails to declare the nature of his interest to the Executive
Committee.
11.
DUTIES OF OFFICE BEARERS
a)
The
President shall during his or her term of office preside at all meetings and be
responsible for proper conduct of such meetings. He or she shall sign the minutes of each meeting at the time they
are approved. He or she shall have the
final casting vote in the event of a deadlock in any meeting.
b)
The
First Vice President and the Second Vice President in case the First Vice
President is absent as may be shall deputise for the President during his or
her absence.
c)
The
Honorary Secretary shall conduct the business of the Guild in accordance with
the Constitution and Rules and be responsible for all correspondence, keeping
of records and submitting relevant annual returns to the authority.
d)
The
Honorary Treasurer shall be responsible for the finance of the Guild and shall
keep accounts of all financial transactions and a copy of the Register of
Members.
e)
The
Committee Members shall render assistance to the Executive Committee whenever
necessary and shall carry out duties assigned to them.
12.
PROCEEDINGS OF THE EXECUTIVE
COMMITTEE
a)
The
Executive Committee shall meet at least twice a year, as decided by the
President.
b)
Special
meetings of the Executive Committee may be called by or at the request of the
President or one of the Vice Presidents or by not less than one-third of the
existing members.
c)
The
semi-annual or any special meeting of the Executive Committee may be held at
the principal office of the Guild in Malaysia, or at other locations in
Malaysia, as shall be designated in the notice of the meeting.
d)
The
Chairman of the Executive Committee meeting shall be the President of the
Guild. However, if the President is not
present within fifteen (15) minutes after the time appointed for the holding of
the meeting or is unwilling to act, the First Vice President, or failing him
the Second Vice President shall be the Chairman of the meeting. If both the President/Vice Presidents are
unwilling or unable to act as Chairman, the committee members present shall
elect one of them to be the Chairman of the meeting.
e)
The
Honorary Secretary shall give written notice of each meeting of the Executive
Committee by mailing such notice to each committee member at least seven (7)
days before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be transacted
at a meeting of the Executive Committee.
Attendance by a committee member at a meeting shall constitute a waiver
of notice of such a meeting, except that the committee member attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called.
f)
Not
less than one third of the members of the Executive Committee then in office
shall constitute a quorum for the transactions of business at any meeting of
the Executive Committee. No business
shall be transacted at any meeting of the Executive Committee unless the
requisite quorum be present when the meeting proceeds to business.
g)
At
all meetings every matter to be resolved shall be determined by a simple
majority of the votes of the committee members present and voting on the
matter. In case of equality of votes,
the Chairman of the meeting shall have a second or casting vote.
13.
TRUSTEE
a)
All
immovable property of the Guild shall be vested in three Trustees who shall be
Honorary and/or Ordinary Members of the Guild and shall be elected by the
Executive Committee.
b)
The
Trustees must be over twenty-one years of age and shall hold office at the
pleasure of the Guild.
c)
The
Trustee shall not charge mortgage, encumber, sell, transfer, lease or deal with
the property of the Guild without resolution passed by the General
Meeting. However, the property may be
rented out for period not exceeding three years with the approval of the
Executive Committee.
d)
A
Trustee may be removed from office by the Executive Committee if he or she
shall be :
i.
in
ill health;
ii.
of
unsound mind;
iii.
a
bankrupt;
iv.
absent
from Malaysia for more than twelve months;
v.
unable
to perform his duties satisfactorily.
e)
In
the event of death, resignation or removal of a Trustee, the casual vacancy
shall be filled by an individual appointed by the Executive Committee by
resolution passed with two third majority of the members present and voting.
14.
FUND AND PROPERTY
a)
All
monies received by the Guild shall be properly recorded and accounted for by
the Honorary Treasurer and paid into the account or accounts of the Guild at
such bank or banks approved by the Executive Committee.
b)
All
cheques drawn on behalf of the Guild shall be signed any two of the five
principal office bearers, namely the Treasurer, the President, the First Vice
President, the Second Vice President, and the Honorary Secretary.
c)
Any
one expenditure exceeding Ringgit Malaysia One Thousand (RM1,000.00) shall have
the prior approval of the Executive Committee.
d)
The
Honorary Treasurer shall be allowed to keep a petty cash advance of not
exceeding Ringgit Malaysia Three Hundred (RM300.00) at any one time.
15.
INTERPRETATION
In case of any doubt as to
the interpretation of any word or part of this Constitution or any Regulation
or Rules made thereunder, the decision or meaning determined by the Executive
Committee shall be final.
16.
AMENDMENTS TO CONSTITUTION
The existing Constitution,
Rules and Regulation or any part hereof may only be amended, rescinded, altered
or otherwise changed by resolution of the General Meeting approved by two third
majority of the members present and voting and no such amendments or
alterations shall be enforced until the same have been approved by the
Registrar of Societies and such amendments or alteration shall only take effect
from the date of their approval by the Registrar of Societies, if necessary.
Penang Hainan Graduates and Professionals Guild
Constitution and Rules