KLSFEA Constitution (Eng)

吉隆坡暨雪兰莪家具企业商会 The Kuala Lumpur & Selangor Furniture Entrepreneur Association (KLSFEA)

CONSTITUTION ENGLISH

KLSFEA CONSTITUTION_AGM DATE AT 2014.04.21

KLSFEA Constitution-updated 2014.04.21

RULES AND CONSTITUTIONS OF THE KUALA LUMPUR AND SELANGOR FURNITURE ENTREPRENUER ASSOCIATION (KLSFEA)

CLAUSE 1: NAME The Association shall be known as “PERSATUAN USAHAWAN PERABOT KUALA LUMPUR DAN SELANGOR”, named “THE KUALA LUMPUR AND SELANGOR FURNITURE ENTREPRENEUR ASSOCIATION” in English, abbreviated as “KLSFEA”.

Hereinafter referred to as the “Association”

CLAUSE 2: PLACE OF BUSSINESS 2.1

The registered address and place of business of the Association is at: No. 37A, B&C, Jalan Kati/E, Seksyen U19, Taman Medan Mas, Kampung Baru Seri Sungai Buloh, 40160 Shah Alam, Selangor Darul Ehsan, Malaysia.

The registered address and place of business shall not be varied or modified without the prior approval of the Registrar of Societies.

CLAUSE 3: OBJECTIVE 3.1

To unite furniture manufacturing and trading industry at Kuala Lumpur and Selangor area under the umbrella of an organization in order to better protect their common interests.

3.2

To promote good relationships and co-operations amongst furniture industry and improve the reputation and image of the furniture industry in the nation.

3.3

To promote better understanding and good relationships between the Association and other guilds and societies and government authorities.

3.4

To promote the Malaysian Furniture Industry to the international arena, in order to promote the national economic growth.

3.5

To represent the furniture industry at Kuala Lumpur and Selangor area in all discussion or negotiation with the Government about issues pertaining to the growth and development of the industry, including matters concerning import and export of the products.

3.6

To organize exhibitions, talks, seminars and business tours aimed at raising the standard of the Malaysian Furniture Industry.

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CLAUSE 4: MEMBERSHIP 4.1

Types/Qualifications of Members 4.1.1 Ordinary Member: Any lawfully registered merchants/ entrepreneurs engage in furniture business or manufacturing or related industry in Kuala Lumpur and Selangor shall be entitled to apply.

4.1.2 Associate Member: Any lawfully registered merchants/ entrepreneurs not qualify under Clause 4.1.1 but recognize the principles and objectives of the Association shall be entitled to apply.

4.2

Procedure for Membership Application 4.2.1 Applicants shall fill up the prescribed “Life Membership Application Form�. The application shall be proposed by an existing qualified member and seconded by another existing qualified member. All application shall be subject to the approval of the Board of Executive Directors. Applicants are required to make payment of the prescribed fee(s) as stipulated under Article 6.1. The membership shall only be valid upon all the above mentioned are duly complied with.

4.2.2 The Board of Executive Directors shall reserve the right to reject any application without assigning any reason whatsoever therefore.

4.3

Invalidity of Membership 4.3.1 The membership of any member(s) shall automatically become invalid in the event that he/she loses the membership qualification stipulated in Article 4.1.

4.3.2 The membership shall automatically become invalid in the event the business is winded up.

4.3.3 The membership shall automatically become invalid in the event that the business is wound up with a court order.

4.3.4 The membership of any member(s) shall cease if a resolution is passed in the Board of Executive Directors to terminate his/her membership.

4.4

The Rights of Members 4.4.1 All Members shall have the right to attend the Annual General Meeting and Extraordinary General Meeting.

4.4.2 All Members shall have the right to speak, to vote, to propose candidate for office and be elected for office.

4.4.3 Members whose admissions do not exceed ninety (90) days shall not be entitled to the rights stated in Article 4.4.2 but shall have the right to speak.

4.4.4 In the event that the Person-In-Charge in a foreign investment company registered in Malaysia is non-Malaysian, he/she shall have the rights stated in Article 4.4.2 except to be elected to office.

4.4.5 Associate Members shall enjoy the rights of members save and except Article 4.4.2.

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CLAUSE 5: RESIGNATION AND TERMINATION 5.1

Withdrawal from the association 5.1.1 Any member who wishes to withdraw from the Association shall notify the Association within fourteen (14) days and make payment for all sums due and payable.

5.1.2 Any member who has been expelled or terminated his/her membership shall not be entitled to demand for any compensation from the Association.

5.1.3 Terminated or expelled members are only allowed to re-enter the association upon expiration of three hundred and sixty-five (365) days calculated from the date of the membership terminated following Article 4.2.

5.2

Suspension / Termination of Membership The Board of Committee shall have the right to freeze any members and propose to the General Assembly (shall include Annual General Meeting/Extraordinary General Meeting) for termination of any membership if he/she has violated the following rules.

5.2.1 If the said member had tarnished the image or reputation of the Association or ruined the interest of the Association.

5.2.2 If the said member does not comply with the rules of the Association.

CLAUSE 6: SOURCE OF INCOME 6.1

Admission Fees / Life Membership Fees / Special Subscription 6.1.1 Life Membership Fees: RM2, 000.00 (shall be paid in one lump sum and not refundable) 6.1.2 Special subscription: The Board of Committees has the authority to seek for Donation or collect from the member towards any expenses to be incurred for particular purposed by resolution of the General Council Meeting.

CLAUSE 7: GENERAL MEETING 7.1

Annual General Meeting 7.1.1 Any decision arrives at the Annual General Meeting or Extraordinary General Meeting shall be binding and final. The management and executive power of the said Association shall be entrusted with the Board of Committee.

Annual General Meeting’s authorities are as below: (a) To formulate and amend the Constitution. (b) To elect or terminate committee and auditors. (c) To monitor the implementation of the function of the committee (d) To agree or consent to the statement of surplus allocation. (e) To resolve the amount and manner/mode of admission fees, ordinary membership fees and the special subscription fees. (f) To report the annual work plans, budgets and statement of yearly account during the Annual General Meeting. (g) To resolve the appointment or removal of the Disciplinary Board Committee.

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(h) To resolve the termination of membership.

(I) To resolve the property management. (j) To resolve the dissolution of the Association. (k) To resolve matters in relation to the rights and obligations of members and other important matters.

7.1.2 The Annual General Meeting shall be held on or before 30th of April each year.

7.1.3 Notice of meeting including agenda, copies of minutes, reports and proposals together with the audited statement of accounts of the Association for the preceding year shall be sent to all members at least fourteen (14) days before the Annual General Meeting by the Secretary General. Copies of these documents shall also be made available at the registered address or place of meeting of the Association for the perusal of all members.

7.1.4 The agenda of the Annual General Meeting shall include:(a) To confirm, if approved, to adopt the minutes of preceding Annual General Meeting; (b) To adopt the Committee’s report on the working of the Association during the preceding year. (c) To receive, if approved, to adopt the Treasurer’s report and the audited statement of the accounts of the Association for the preceding year. (d) To elect the new Committee Members, to appoint external auditor and to elect the Association's auditor during election year. (e) To discuss proposals from members and to discuss such other matters as may be brought before the Annual General Meeting.

7.1.5 All proposals shall be submitted to the Secretary General at least seven (7) days before the Annual General Meeting. The Board of Committee may, if necessary, sum up the proposals before putting them up in the agenda. All proposals must be supported by a proposer and a seconder.

7.2

Election 7.2.1 Nomination forms for the election of Committee members must be sent by ordinary post to all members by the Secretary General at least thirty (30) days before the date fixed for Annual General Meeting. Each nomination must be proposed by one qualified member and seconded by another qualified member. The candidate must sign the nomination form to signify his consent to be nominated.

An Election Committee, with minimum three (3) and maximum seven (7) qualified members established by the Board of Committee shall responsible for matters related to the election. Once the nomination is verified by the Election Committee, nominees are not permitted to withdraw on the Election Day. 7.2.2 Date(s) of election shall be determined by the Board of Committee.

7.2.3 On the Election day, the Annual General Meeting shall elect a Chairman. If there is more than one nomination, then it shall be decided by voting.

7.2.4 The Members shall personally attend to the Association to collect the ballot paper by presenting their National Registration Identification Cards. The Members shall cast their votes there and then.

7.2.5 The twenty-four (24) candidates who received the highest votes are officially elected as the members of the Board of Committee for a term of two (2) years.

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7.2.6 The inaugural ceremony shall be held within thirty (30) days from the date of the Annual General Meeting and the date of the election of the Board of Committee. The formalities of handling over duties shall also be completed on the same day.

7.3

The Election Committee 7.3.1 The Election committee consists of three (3) to seven (7) valid members elected by the Board of Committee.

7.3.2 The Election Committee shall be entitled to formulate the rules of election.

7.3.3 The Election Committee shall be entitled to make decision on any items omitted in the rules of election. There shall not be any interference from the nominees.

7.3.4 The Election Committees shall be entitled to make decision on any complaint arising from election.

7.4

Extraordinary General Meeting 7.4.1 An Extraordinary General Meeting shall be convened, by a joint request by half of the members of the Board of Committee or by the decision of the President.

7.4.2 Extraordinary General Meeting may also be convened upon the joint request of at least thirty (30) members with voting rights provided that the purpose of convening the meeting is stated and motions are enclosed therein to the Secretary General.

7.4.3 The Secretary General shall convene the Extraordinary General Meeting within thirty (30) days from the date of receipt of such request. Notice of the Extraordinary General Meeting and its agenda shall be given to all members at least fourteen (14) days before the date of the meeting.

7.5

The quorum of meeting 7.5.1 Annual General Meeting At least half of the total number of members of the Association or two (2) times the members of the Board of Committee (whichever is lesser) must be present for its proceeding to be valid and to constitute a quorum. The meeting will be adjourned for an hour if there is an insufficient number of quorums until the time fixed for the meeting. If it remains insufficient quorums after the adjournment of an hour, the members present shall proceed with the meeting on the same day, but they shall have no rights to amend the rules and constitution of the Association or to make any decision whatsoever to alter or vary the ownership of any movable or immovable properties or make any decision that shall effect all the members.

7.5.2 Extraordinary General Meeting The Quorum is the same as that of the quorum provided in Article 7.4.2. If it is convened upon a joint request of the members, the quorum must conform to Article 7.4.2, a Two-Third (2/3) of the members who have so requested must be present. The meeting shall be adjourned for an hour if there is an insufficient quorum up to time fixed for the meeting.

The said meeting shall be cancelled if it remains insufficient quorum after the adjournment for an hour. If the Extraordinary General Meeting is cancelled due to an insufficient quorum, the said meeting shall only be convened for same reason at least (six) 6 months from the date of cancellation.

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7.5.3 The Board of Committee Meeting At least more than half of the members of the Board of Committee must be present.

7.5.4 Save and except the General Assembly (shall include Annual General Meeting / Extraordinary General Meeting) ;all the official meetings shall be adjourned for an hour if there is an insufficient quorum up to the time fixed for the meeting. The members or Committees who are present shall commence the meeting if it remains insufficient quorum after the adjournment for an hour.

7.5.5 Save and except the General Assembly (shall include Annual General Meeting / Extraordinary General Meeting); all the official meetings shall have no right whatsoever to amend the Constitution or to resolve any matters that shall vary the movable and immovable property of the Association or to make any decision which shall affect all the members.

CLAUSE 8: COMMITTEE 8.1

During an adjournment of the General Assembly, the Board of Committee shall constitute the supreme authority. The members of Board of Committee shall hold their post for a term of two (2) years.

The Board of Committee’s authorities: 8.1.1 To resolve the agenda of the General Assembly.

8.1.2 To elect or remove the Executive Director that was elected by the Board of Committee.

8.1.3 To resolve the resignation of the committee(s), Executive Directors and President.

8.1.4 To formulate and vary the allocation of income received.

8.1.5 To recruit and terminate the employment of staffs.

8.1.6 To resolve the annual work plans, reports and budgets and final accounts 8.1.7 Other implementation plans.

8.2

The functions of the Board of Committee are to organize and supervise the daily affairs and activities of the Association. The Board of Committee shall make decision on matters affecting its operation in accordance with the general policy laid down by the Annual General Meeting.

The Board of Committee may not act contrary to the expressed wishes or the stated objectives of the Annual General Meeting without the prior approval of the Annual General Meeting. It shall furnish a report to each Annual General Meeting pertaining its activities during the preceding year.

8.3

The Board of Committee shall consist of maximum twenty-seven (27) members of which twenty-four (24) shall be elected by the members and three (3) shall only be appointed on the recommendation of the President and thereafter approved by the Board of Committee. The appointed committees shall serve the term same as that of elected committees.

8.4

The elected members shall contest for the following position by way of an election within two (2) weeks from the date of the Annual General Meeting: 8.4.1 President 8.4.2 Deputy President 8.4.3 2 Vice Presidents 8.4.4 Secretary General 8.4.5 Assistant Secretary General 8.4.6 Treasurer 8.4.7 Assistant Treasurer The Committees of the Association shall all be Malaysian citizen.

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The Committees of Association who resigned his hold position as above mentioned, the vacancy should be filled by voting in the latest General Council Meeting.

8.5

President, Secretary General and Treasurer shall not hold the same position for more than two (2) consecutive terms.

8.6

In the event of death or resignation of any member of the Board of Committee, the unsuccessful candidate who received the highest number of votes in the preceding election shall be invited to fill the vacancy thus created. If there is no such candidate or the candidate declines to accept office, the Board of Committee shall have the power to co-opt any other voting delegate to fill the vacancy until the next Annual General Meeting.

8.7

The Board of Committee may form various Sub-Committees to carry out general affairs of the Association or specific duties of the Association and it may assign any specific duties to any Committee Members. All decisions made by the Sub-Committee shall be approved by the Board of Committee and all activities of the Sub-Committee must be reported to the Board of Committee.

8.8

The Board of Committee shall hold the Committee Meeting at least four (4) times per year. The Board of Executive Directors shall convene a meeting at least once a month. Notice of meeting shall be given to all members at least fourteen (14) days before the meeting.

8.9

The paid staff or anyone who received regular allowance from the Association shall not hold any position in the Board of Committee.

8.10

Where any urgent matter requiring the approval of the Board of Committee arises and it is not possible to convene a meeting, the Secretary General may obtain such approval by means of circular letter. The following conditions must be fulfilled before a decision of the Board of Committee is deemed to have been obtained:8.10.1 The issue must be clearly set out in the circular and forwarded to all members of the Board of Committee.

8.10.2 At least one half (1/2) of the members of the Board of Committee must indicate in writing whether they are in favour or against the proposal.

8.10.3 The decision shall be determined by a majority vote. Any decision obtained through circular resolutions must be reported by the Secretary General at the next Committee Meeting for verification and be recorded in the minutes of the meeting thereof.

8.11

Any member of the Board of Committee shall be dismissed on the basis of the following grounds unless the Board of Committee is satisfied with his/her written explanations.

8.11.1 Failure to attend three (3) consecutive Committee Meetings without leave or any satisfactory reason(s).

8.11.2 Violation of Article 4.1 - member qualifications.

8.11.3 The resignation of the committee approved by the Board of Committee by way of a resolution.

8.11.4 Termination or expulsion of the committee.

8.11.5 Duration of the suspension of membership exceeds half of the term of service.

8.11.6 Guilty of any illegal acts or misconduct.

8.12

Board of Committee may give instruction to the Secretary General and other Committee Members to carry out the execution duties of the Association. It may employ paid staffs as it 7

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deems necessary. It may dismiss any paid staffs for their incompetence, negligence, dishonesty, refusal to carry out the decisions of the Board of Committee, or for any other reasons which it deems detrimental to the interest of the Association. The standard operating procedure (SOP) shall be first approved by the Secretary General, reviewed by the President and approved by the Board of Executive Directors and thereafter implemented.

8.13

Before the expiration of the term; the association members may by way of twothirds (2/3) majority of the quorum pass a resolution to dissolve the Board of Committee and elect a new Board of Committee or to extend the term of the Board of Committee. The extended term (if any) of the Board of Committee shall not exceed one (1) year.

8.14

The nine (9) Board of Executive Directors shall be selected from the Board of Committee; the six (6) Committees that are appointed shall be the President, Deputy President, Vice Presidents, Secretary General and Treasurer. Another three (3) Executive Directors shall be elected by the Board of Committee by way of secret ballot.

8.15

The Board of Executive Directors’ authorities:(1) To execute the resolution made by the Board of Committee.

(2) To assist the President and Secretary General to manage Secretariat daily operation.

(3) To verify the Committee Meeting’s agenda and other information in advance.

(4) To discuss the proposal issues in advance before the Board of Committee meeting.

8.16.1 Disciplinary Committees 8.16.1 The position of the Disciplinary Committee Members shall be held by the Board of Executive Directors. The term of appointment is the same as that of the Board of Committee.

8.16.2 Any member who violates Article 5.2.1 or 5.2.2 shall be investigated by the Board of Executive Directors within a stipulated time.

8.16.3 The Disciplinary Committee shall present a report on such investigation and make its recommendation and thereafter make its judgment.

8.16.2

Appeal 8.16.2.1 Any member who is not satisfied with decision of the Disciplinary Committee has the right to appeal to the Annual General Meeting if his/her notice of appeal is given in writing within thirty (30) days from the date of the Committees’ decision. If there is no such notice of appeal within the said thirty (30) days it is deemed that his/her right to appeal is surrendered voluntarily.

8.16.2.2 The decision of the Annual General Meeting on the appeal shall be final.

8.16.2.3 All appeals shall not go through court.

CLAUSE 9: DUTIES OF OFFICE BEARERS 9.1 President 9.1.1 To manage all matters of the Association.

9.1.2 To be the Chairman of all Committee meetings of the Association.

9.1.3 To be the executive head, chief representative and spokesman of the Association and represent Association for external affairs.

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9.1.4 9.1.5

Has the right to authorize expenses of not more than RM2,000.00 (Two Thousand only).

Shall have the second or casting vote during the meeting in of the event of a tie. He shall sign the approved minutes of each meeting..

9.2 Deputy President To assist the President in carrying out his duties, deputize and/or act for the President during the absence of the President.

9.3 1st Vice President To assist the President in carrying out his duties, deputize and/or act for the President during the absence of both the President and the Deputy President.

9.4 2nd Vice President To assist the President in carrying out his duties deputize and/or act for the President during the absence of the President, the Deputy President and the 1st Vice President.

9.5 Secretary General 9.5.1 To manage the daily affairs of the Association.

9.5.2 To execute the resolution passed at the Annual General Meeting and Committee Meeting.

9.5.3 To sign documents and safe-keeping all official copies thereof seals and files.

9.5.4 To safe-keeping the complete members register book.

9.5.5 To submit annual report to the Registrar of Societies within sixty (60) days from the date of Annual General Meeting.

9.5.6 Has the right to authorize expenses of not exceeding RM1,000.00 (One Thousand only).

9.5.7 To examine and verify all payments and receipts.

9.6 Assistant Secretary General To assist the Secretary General in carrying out his duties, deputize and/or act for the Secretary General during the absence of the Secretary General.

9.7 Treasurer 9.7.1 To be responsible for the financial matters of the Association.

9.7.2 To safe-keeping various account books and ensure its correctness.

9.7.3 To sign all cheques.

9.7.4 Has the right have in his/her custody not more than RM1000.00 (One Thousand only) in petty cash at all times.

9.7.5 To execute the budget that is approved by the Board of Committee.

9.8 Assistant Treasurer To assist the Treasurer in carrying out his duties, deputize and/or act for the Treasurer during the absence of the Treasurer.

CLAUSE 10: FINANCIAL PROVISIONS 10.1

All expenses and receipts issued by the Association must be signed and examined by Treasurer.

10.2

The Treasurer upon sorting out the year end accounts, invoices, receipts, etc., they shall submit the same to the auditors for the purpose of auditing. Upon the Board of Committee 9

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examining and verifying the accounts, they shall submit the same to the Annual General Meeting for discussion and approval.

10.3

The authorized signatories for Association’s bank accounts shall be the Treasurer and either the President or Secretary General.

10.4

The financial year of the Association commences on the 1st of January and ends on the 31st December each year.

10.5

The Board of Executive Directors may approve any expenditure not exceeding RM50, 000.00 (Fifty Thousand only).Any expenditure exceeding RM10, 000.00 (Ten Thousand only) must be jointly approved by the President, the Secretary General and the Treasurer.

CLAUSE 11: AUDITORS 11.3

The Annual General Meeting shall elect two (2) association’s auditors.

11.4

The term of office of the appointed auditors shall be the same as that of members of Board of Committee.

11.5

The duly audited accounts shall be presented and submitted in the Annual General Meeting for consideration.

CLAUSE 12: PROPERTY ADMINISTRATOR / TRUSTEES 12.1

All immovable properties of the Association shall be registered under the name of the Association and be placed under the management of Board of Committee of the Association.

The incumbent President, Secretary and Treasurer shall automatically become the Property Officers of the Association and whose appointments are authenticated by a certificate of the Registrar of Societies and sealed with the seal of the Association and they shall manage all immovable properties belonging to the Association and sign all relevant legal documents on behalf of the Association.

12.2

The Property Officers shall have no right to dispose off mortgage or alter the ownership of the movable and immovable properties of the Association without the prior sanction of the Extraordinary General Meeting of the Association.

CLAUSE 13: INTERPRETATION 13.1

During the Annual General Meeting, the Board of Committee shall interpret the rules of the Association and if necessary, decide matters of which the rules are silent.

13.2

Except where they are contrary to or inconsistent with the policy previously laid down by the Annual General Meeting, the decisions of the Board of Committee shall be binding on all members of the Association unless and until countermanded by the resolution of Annual General Meeting.

13.3

In the case of discrepancies between the Chinese Version of the Rules and Constitution and the English Version of the Rules and Constitution, the latter shall prevail.

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CLAUSE 14: ADVISOR / PATRON 14.1

The Board of Committee shall have the right to appoint any past elected President as Honorary President. The appointed person must give his or her consent in writing. The Honorary President shall not be entitled to vote and shall not perform the duties and functions of the Board of Committee. The Honorary President shall serve the same term of service as that of the term of Board of Committee.

14.2

The Board of Committee shall have the right to appoint prominent individuals who have made special contributions or rendered meritorious services to the Association to become Honorary Advisor. The appointed person must give his/her consent in writing. The Honorary Advisor shall serve the same term of service as that of the Board of Committee.

CLAUSE 15: PROHIBITION 15.1

Any forms of gambling and illegal activities are prohibited in the premises of the Association.

15.2

Neither the Association nor its members shall attempt to restrict or in any other manner interfere with the trade or prices or engage in any Trade Union activities as defined in the Trade Union Act, 1959.

15.3

The Association shall not, without the prior approval of the appropriate authorities concerned, hold any lottery draw, in the name of the Association or Board of Committee or Members whether it is restricted to the participation of the members of Association or otherwise.

15.4

The rights as stated in Section 2 of the Societies Act, 1966 shall not be given to any member by the Association.

15.5

No member shall publish any press statement, announcement, article or the like that is deemed to be detrimental to the Association’s reputation and interest.

CLAUSE 16: AMENDMENT OF CONSTITUTION 16.1

No amendments of the articles shall be made except with the approval of the Annual General Meeting.

16.2

Any proposals for the amendment of the articles must be notified to the members at least fourteen (14) days before the Annual General Meeting.

16.3

The amended articles duly approved must be submitted to the Registrar of the Societies within sixty (60) days from the date of the Annual General Meeting.

16.4

The amended articles shall come into effect on the day the Registrar of the Societies approves the said amendment.

CLAUSE 17: DISSOLUTION 17.1

In the Annual General Meeting, the Association may voluntarily be dissolved with the consent of not less than three quarter (3/4) of the members present in the Annual General Meeting.

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17.2

If the Association wishes to dissolve as stipulated in Article 17.1, all debts legally incurred by the Association must be settled, and the remaining funds must be dealt with in accordance with the decision made by the Annual General Meeting to donate to charitable organization, and shall not be distributed among the members.

17.3

The notice of dissolution must be submitted to the Registrar of Societies within fourteen (14) days from the date of dissolution.

CLAUSE 18: FLAG, LOGO AND BADGE

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