CHAPTER 1 -- NAME, REGISTERED ADDRESS, PURPOSE AND EMBLEM

1. Name: The name of this Chamber shall be "DEWAN PERNIAGAAN DAN PERINDUSTRIAN TIONGHOA JOHOR BAHRU, JOHOR". (JOHOR BAHRU CHINESE CHAMBER OF COMMERCE AND INDUSTRY) Hereinafter referred to as "the Chamber".
   
   

2. Registered Address: The registered address of the Chamber shall be at No. 89A & 91A Jalan Glasiar, 80200, Taman Tasek,Johor Bahru. The registered address of the Chamber shall not be changed without the prior approval of the Registrar of Societies.
   
   

3. Purpose: The purpose for which the Chamber is established shall be the promotion of the industrial, commercial and economic prosperity as well as the social welfare of the Federation of Malaysia.
   
   

4. Emblem:
   (a) Description The emblem of the Chamber consists of a golden octagon bounded within four half-shaped golden octagons, based on a white background. Within the central octagon are the Chinese characters printed in gold “新山中华工商总会”.
   (b) Meaning The octagon in the center symbolizes peace, moderate, justice and unity. The surrounding four half-shaped octagons reflect the traditional morality and enthusiasm of the Chinese community. The characters“新山中华工商总会”represent the Chinese name of the Chamber. The golden colour represents sophistication, reality and eternity.

CHAPTER 2 -- OBJECTS

5. The objects of the Chamber shall be:-
   (a) To promote good relationship and co-operation amongst the members.
   (b) To protect members' common interest in all economic realms such as trade, commerce, manufacturing and primary industries
   (c) To promote national unity and economic development by means of collating, studying and making specific recommendations with regard to socio-economic issues, keeping in touch with the Government and proper authorities.
   (d) To have conventions, exhibitions, trade missions and economic activities sponsored in collaboration with other commercial associations in Malaysia or overseas.
   (e) To assist in the development of charitable, welfare and educational undertakings.
   (f) To launch enterprising projects and training courses for the improvement of national economic development, promotion of commercial education and the development of human resources.
   (g) To compile, collect and distribute commercial information, publish socio-economic data and issue membership certificate to the members.
   (h) To provide members with general service in trade.
   (i) To study any legislation affecting the business community and to reflect public opinion.
   (j) To apply, acquire or possess any land and other properties to further the aims of the Chamber, subject to the prior approval from the relevant authorities.
   (k) To establish friendly ties with other registered societies with the same objects.

CHAPTER 3 - MEMBERS

6. (1) (a) The members of the Chamber shall comprise of the following categories, namely, trade associations, companies, firms and individuals. No conversion of membership from one category to the other in any manner shall be allowed.
   (b) The membership under 6 (1) (a) shall further be classified into the following :-
        (i) Individual member
        (ii) Corporate member
        (iii) Trade Association member
        (iv) Individual Life member
        (v) Corporate Life member
        (vi) Trade Association Life member
        (vii) Associate member
   
   PROVIDED THAT all members shall perform the same duties and enjoy the same privileges save and except the associate members who shall have no right to vote and be elected in the General Meeting.

   (2) The following persons and bodies carrying on business as traders, industrialists, agriculturists, miners, professionals or any other lawful businesses in or having a registered address in the District of Johor Bahru and willing to abide by the Constitution of the Chamber as amended from time to time shall be eligible to apply to become a member of the Chamber, namely:
      (a) (i) any Malaysian citizen of Chinese origin irrespective of sex having attained the age of twenty one (21) years who is or was registered as a member of a professional body in Malaysia and has not been struck off the register or suspended from practice for any period of time (hereinafter shall be referred to as "the Individual Member");
           (ii) Individual member who pays RM1,000-00 in one lump sum shall become Individual Life member.
      (b) (i) registered trade associations or registered societies whose majority membership comprises Malaysian citizens of Chinese origin (hereinafter shall be referred to as "the Trade Association Member"); and
           (ii) Trade Association member who pays RM2,000-00 in one lump sum shall become Trade Association Life member.
      (c) (i) 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 or whose majority shareholding or controlling interest (in the event of public companies) is for the time being held by Malaysian citizens of Chinese origin (hereinafter shall be referred to as "the Corporate Member").
          (ii) Corporate member who pays RM1,000-00 in one lump sum shall become Corporate Life member.
      (d) PROVIDED THAT notwithstanding the aforesaid, the Chamber may if deem fit, admit any individual Malaysian Chinese, registered companies or firms which do not fulfil all of the abovestated qualifications as associate members of the Chamber. Associate member shall not be eligible to vote or to hold post in the Council.

   (3) 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 the 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 can represent not more than three (3) members whether from Trade Association Members or Corporate Members, excluding his own individual membership in the Chamber, if applicable.

7. Any applicant desirous of being admitted as a member of the Chamber shall be proposed by a member and seconded by another member and complete the prescribed application form and submit the same to the Secretariat for consideration by the Council. The Secretariat shall cause the relevant application to be posted on the notice board of the Chamber for not less than ten (10) clear days. Any existing member who wishes to object to the said application shall do so by submitting a notice in writing to the Honorary Secretary General setting out the grounds thereof within the aforesaid period.

8. An applicant becomes a member of the Chamber upon approval by the Council of his/her/its application and payment of the relevant entrance fee and annual subscription or the lump sum subscription as provided under rule 17 & 18 to the Chamber.

9. The Council shall have absolute discretion to reject any membership application and shall not be required to assign any reason thereto.

10. 10. Members shall be disapproved by reasons of any of the following conditions: (a) Lunacy (b) Undischarged bankruptcy (c) Being under 21 years of age (d) Engaging in illegal business and convicted under criminal laws by a Malaysian court

11. Any member who wishes to resign from membership shall do so by informing the Chamber in writing.
    
    

12. The Council may expel a member from the Chamber on the following grounds:
    (a) when the member fails to abide by the Constitution of the Chamber and/or any rules, regulations, order and/or directives made thereunder or derived therefrom and/or any resolution passed by the members in the General Meeting and/or by the Council from time to time; or
    (b) when the member's conduct renders him/her/it unfit for membership or is adverse to the welfare, interest or reputation of the Chamber.
    (c) PROVIDED THAT any decision to expel a member shall be by a resolution of two-thirds (2/3) majority of the Council members present and vote in the Council Meeting and subject to the following procedure:-
       (i) a notice setting out the complaint made against the said member shall be issued to the said member after due approval by the Council requiring the said member to furnish a written explanation within fourteen (14) days from the date of notice;    (ii) if no written explanation has been given by the said member within the stipulated period or the Council in its absolute discretion shall consider the explanation to be unsatisfactory, the Council may issue a show cause notice to the said member requiring the said member to appear before the Council on such time and date (which shall not be less than fourteen (14) days from the date of the show cause notice) and at such venue stipulated in the notice to answer to the complaint stated therein and to satisfy the Council as to the reasons why the said member shall not be expelled; and
       (iii) if the said member shall fail to satisfy the Council by the reasons given or default in appearance at the appointed time and venue, the Council shall have the absolute discretion to expel the said member from the Chamber.
    

13. No refund shall be claimed by a resigning or expelled member in respect of any entrance fee and annual subscriptions or special contributions and any other fees previously paid.
    

14. The Council shall have the right to cancel the membership of any member who is found to have committed any one of the following:- (a) Deprivation of Citizenship or unsoundness of mind. (b) Dealing in illegal business. (c) Declare a bankrupt. (d) Failing to abide by the resolutions or the rules of the Chamber. (e) Failing to pay subscription consecutively for 2 years. (f) Deregistration of business or association by the relevant authorities.

CHAPTER 4 - PRIVILEGES OF MEMBERS

15. Members of the Chamber shall enjoy the undermentioned privileges:-
    (a) right to speak and to vote in any General Meeting.
    (b) right to elect, to be elected (provided he has become a member for not less than six month).
    (c) to request the Chamber to deal with any commercial affairs on his behalf; provided that no rules and regulations of the Chamber shall be contravened.
    (d) to enjoy all other privileges by the Chamber.

CHAPTER 5 - DUTIES OF MEMBERS

16. Members shall have the following duties:
    (a) To abide by all rules, regulations and resolutions of the Chamber.
    (b) To assist the Chamber in all its activities.
    (c) To contribute towards the Chamber's funds.
    (d) To contribute to the building fund of the Chamber or other special funds in aid of education and other public charities.

CHAPTER 6 - FEES

17. The entrance fee payable shall be as follows:-
    (a) Entrance fee for the following categories of members:-
       (i) Individual member - RM 200-00
       (ii) Corporate member - RM 200-00
       (iii) Trade Association member - RM 200-00
       (iv) Associate member - RM 5-00
    
    Life Membership fee:-
    (i) Individual member - RM 1,000-00
    (ii) Corporate member - RM 1,000-00
    (iii) Trade Association member - RM 2,000-00
    

18. The yearly subscription payable shall be as follows:-
    (i) Individual member - RM 120-00
    (ii) Corporate member - RM 240-00
    (iii) Trade Association member - RM 300-00
    (iv) Associate member - RM 12-00
    The above subscription may be paid on monthly, quarterly, half yearly or annual basis.

19. The income of the Chamber shall be derived from entrance fees, yearly subscriptions, special subscriptions, voluntary donations and such other sources as may be decided by the Council or a General Meeting of members.

CHAPTER 7 - ORGANIZATION

20. (1) The Supreme authority of the Chamber shall be vested in the General Meeting of the members. While the General Meeting stands adjourned, the affairs of the Chamber shall be managed by the Council. The Council shall form an Executive Committee as provided in Rule 22(1) to execute the business of the Chamber as it may delegate.
    (2) In furtherance of the objectives of the Chamber, the Council shall establish a Secretariat at the registered office of the Chamber to assist the Council in its execution of the business of the Chamber.
    

21. (1) The Council of the Chamber shall consist of thirty-six (36) members, of which twenty-six (26) shall be elected from among the Individual Members and Corporate Members and ten (10) from the Trade Association members.
    (2) The Council may appoint five (5) members as additional Council members.
    (3) The Council shall set up the following committees:-
       (a) The General Affairs Committee
       (b) The Financial Planning Committee
       (c) The Commerce Committee
       (d) The Public Relation Committee
       (e) The Welfare Committee
       (f) The Education Committee
       (g) The Small Medium Enterprise & Human Resource Development committee
       (h) The Government Affairs Committee
       (i) The Customs and Logistic Committee
       (j) The Port Administration Committee
       (k) The Information Technology Committee
    (4) The duties of the various Committees are as follows:
       (a) General Affairs Committee To supervise the operation of the Secretariat and to oversee generally the activities of the Chamber in accordance with the Constitution and shall be headed by the Secretary General.
       (b) Financial Planning Committee To propose an annual budget for consideration by the Executive Committee and the Council, to make financial planning and to manage the funds and finance of the Chamber and to generally deal with other financial matters of the Chamber in furtherance of the objectives of the Chamber and shall be headed by the Treasurer.
       (c) Commerce Committee To deal generally with commercial matters in furtherance of the objectives of the Chamber.
       (d) Public Relation Committee To deal generally with public relation matters in furtherance of the objectives of the Chamber.
       (e) Welfare Committee To deal generally with social welfare matters in furtherance of the objectives of the Chamber.
       (f) Education Committee To deal generally with and education matters in furtherance of the objectives of the Chamber
       (g) The Small Medium Enterprise & Human Resource Development Committee To deal generally with small medium enterprise and human resource developments matters in furtherance of the objectives of the Chamber.
       (h) Government Affairs Committee To deal generally with government matters in furtherance of the objectives of the Chamber.
       (i) Customs and Logistic Committee To deal generally with custom and logistic matters in furtherance of the objectives of the Chamber.
       (j) Port Administration Committee To deal generally with port administration matters in furtherance of the objectives of the Chamber.
       (k) Information Technology Committee To deal generally with the promotion and the use of information technology in furtherance of the objectives of the Chamber

22. (1) The Council of 36 elected council members elected under Rule 40 (except the 5 appointed ordinary Council Members) shall within fourteen (14) days after the conclusion of the election, elect among its Council Members the following office bearers:
      1. A President
      2. Deputy President
      3. Three (3) Vice-Presidents
      4. An Honorary Secretary General
      5. An Assistant Honorary Secretary General
      6. An Honorary Treasurer
      7. An Assistant Honorary Treasurer
      8. A Chairman for the Commerce Committee
      9. A Chairman for the Public Relation Committee
      10. A Chairman for the Education Committee
      11. A Chairman for the Welfare Committee
      12. A Chairman for the Small Medium Enterprise and Human Resource Development Committee
      13. A Chairman for the Government Affairs Committee
      14. A Chairman for the Customs and Logistic Committee
      15. A Chairman for the Port Affairs Committee
      16. A Chairman for the Information Technology Committee
      17. Eighteen (18) ordinary Council members
      18. Five (5) ordinary Council members appointed by the Council.
    (2) The Executive Committee shall comprise of :-
      1. A President
      2. Deputy President
      3. Three (3) Vice-Presidents
      4. An Honorary Secretary General
      5. An Assistant Honorary Secretary General
      6. An Honorary Treasurer
      7. An Assistant Honorary Treasurer
      8. A Chairman for the Commerce Committee
      9. A Chairman for the Public Relation Committee
      10. A Chairman for the Education Committee
      11. A Chairman for the Welfare Committee
      12. A Chairman for the Small Medium Enterprise & Resource Development Committee.
      13. A Chairman for the Government Affairs Committee.
      14. A Chairman for the Customs and Logistic Committee
      15. A Chairman for the Port Affairs Committee
      16. A Chairman for the Information Technology Committee
    (3) The Honorary Secretary General and Assistant Honorary Secretary General shall ex-officio be the Chairman and Deputy Chairman of the General Affairs Committee respectively and the Honorary Treasurer and the Assistant Honorary Treasurer shall ex-officio be the Chairman and Deputy Chairman of the Financial Planning Committee respectively.

23. (a) The Council members shall hold office for a term of three (3) years and shall be eligible for re-election with the exception of the Honorary Treasurer and the Assistant Honorary Treasurer.
    (b) The Council members of the Chamber and every officer performing executive functions in the Chamber shall be Malaysian citizens.

24. The Council Members shall not relinquish their duties until the new Council Members elected shall have taken office.

25. Any vacated office of a Council member and/or an Executive Committee member occasioned by resignation, death or disqualification as set out in Rule 14 hereof shall be filled in the following manners:-
    (a) if the relevant Council member is elected from among the Trade Association Members, the office thereby vacated shall be filled by the substitute representative of the relevant Trade Association Member.
    (b) if the relevant Council member is elected from among the Individual Members or Corporate Members, the Council may appoint any other member to fill the vacancy.
    (c) in the case of an Executive Committee member, a Council member duly elected by the Council.
    (d) PROVIDED THAT the person filling the vacancy shall serve only the unexpired term of service of the office vacated as aforesaid.

CHAPTER 8 - POWER, DUTIES AND OBLIGATIONS

26. The General Meeting of members shall have the following powers:-
    (a) To elect the Council Members.
    (b) To formulate and to decide on the principal programme for the year's work to be undertaken.
    (c) To receive the annual report and pass the accounts for the previous years (ended 31st December).
    (d) To appoint a qualified accountant as Auditor or to elect two Honorary Auditors amongst the members.
    (e) To revise or amend the rules of the Chamber.
    (f) Upon the recommendation or proposal of the Council and the approval of the members in a General Meeting, to purchase, take on lease, or license or hire or otherwise acquire movable or immovable property of any kind and to sell, exchange, charge or mortgage or otherwise dispose of any movable or immovable property on such terms as may be considered expedient by the Council, provided that documents for such transaction of property must be signed on behalf of the Chamber by the President, the Honorary Secretary General and the Honorary Treasurer during their current term of office.
    (g) To resolve the transfer or sale of movable and immovable property of the Chamber.

27. The Council shall have the following powers: -
    (a) The Council shall be the next highest authority of the Chamber.
    (b) To prepare the annual reports and the yearly accounts of the Chamber.
    (c) To elect officers to various positions in the Council.
    (d) To authorise expenditure up to RM100,000-00.
    (e) To appoint from time to time such sub-committee of its Council Members to consider and deal with special matters as may be necessary and shall have power to associate with such sub-committee any member or members of the Chamber who shall have full power to act and vote on such sub-committee.
    (f) They shall make the appointment of Honorary position.
    (g) To establish and organise charities and to take part in other public bodies doing charities in order to relieve the sufferings of the poor and the destitute.
    (h) To frame all the by laws of the Chamber.
    (i) To arrange the procedure in convening the annual General Meeting of members, such as the preparatory steps, the agenda and etc.
    (j) In accordance with the provisions aforesaid to decide on the planning of the Chamber's general working.
    (k) To appoint five (5) additional members to the Council and/or to fill any vacancy of Council member who resigns or retires.

28. The duties of the officers of the Chamber shall be as follows: -
    (a) The President shall:-
       (1) be the official representative of the Chamber.
       (2) carry out the resolutions of the meetings.
       (3) direct and supervise the working of the Chamber.
       (4) engage or dismiss the paid staff of the Chamber.
       (5) have the power to sanction expenditure not exceeding Malaysian Ringgit Five Thousand (RM5,000-00) only at any one time.
       (6) preside at the various meetings of the Chamber.
       (7) sign all cheques together with the Treasurer or Hon. Secretary General.
    (b) The Deputy President and Vice-Presidents shall assist the President in attending to the affairs of the Chamber. In the absence of the President, the Deputy President shall carry out the duties of the President and one of the Vice-Presidents shall deputise for the Deputy President during his absence.
    (c) The Honorary Secretary General shall:-
       (1) attend to the affairs of the Chamber, supervise the paid staff in their work. All the vouchers for payment shall be signed by the Honorary Secretary General.
       (2) have the power to sanction expenditure not exceeding Malaysian Ringgit Two Thousand (RM2,000.00) at only at any time.
       (3) keep a membership register of all the members with particulars of name, age, identity card number, occupation and address of every member.
       (4) within 60 days after holding of the annual general meeting of the Chamber, submit the annual returns of the Chamber to the Registrar of Societies as required under Section 14(1) of the Societies Act, 1966.
       (5) sign all cheques together with the President or Treasurer.
    (d) The Assistant Honorary Secretary General, in the absence of the Honorary Secretary General or when the Honorary. Secretary General is on leave, shall carry out the duties of the Honorary Secretary General.
    (e) (1) The Honorary Treasurer shall take charge of the Chamber's money, financial documents and accounts. He shall submit monthly financial statements at the Council Meetings and prepare an annual Balance Sheet for the approval of the Council after is has been duly audited by the Auditors. The audited Balance Sheet shall then be submitted to the Annual General Meeting for approval. All receipts of money shall be deposited from time to time in the name of the Chamber with a Bank approved by the Council. He shall sign all cheques together with the President or the Honorary Secretary General.
       (2) All vouchers for payment shall be signed by the Honorary Treasurer.
    (f) The Assistant Honorary Treasurer, in the absence of the Honorary Treasurer or when the Honorary Treasurer is on leave, carry out the duties of the Honorary Treasurer.
    (g) The Chairman of the various Committees established under Rule 21(3) shall lead their respective committees and endeavour to promote and further the objectives of the committees.
    (h) The Deputy Chairmen of the committees established under Rule 21(3) shall assist the Chairmen of the respective committees in performing the functions of the respective committees and shall deputise their respective Chairman when the Chairman is absent or on a leave of absence.
    (i) The Chairmen and Deputy Chairmen of respective committees shall have the power to recommend to the Council suitable persons as members of various committees established under Rule 21(3); subject to the approval of the council.
    (j) The ordinary Council members shall assist the Council in carrying out the duties.
    (k) 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:-
       1. the President
       2. the Deputy President
       3. the Vice President
       4. the Honorary Secretary General

29. Auditors:
    (a) The members at the Annual General Meeting shall either appoint a qualified Accountant or elect any two members who are not Council members as the Honorary Auditors for the Chamber. In the event that the post of Honorary Auditor should fall vacant prior to the expiry of his term of office as provided herein, the Council shall have the authority to appoint any other member to fill such vacancy.
    (b) The Auditors shall be required to audit the accounts of the Chamber for the year and to prepare a report or certificate for the annual general meeting. They may also be required by the President to audit the accounts of the Chamber for any period within their tenure of office at any date and to make a report to the Council.

30. (a) The immovable property of the Chamber shall be registered in the name of the Chamber and all instruments relating to the property shall be as valid and effectias if they had been executed by a registered proprietor provided that they are executed by three (3) office bearers for the time being of the Chamber whose appointments are authenticated by a certificate of the Registrar and sealed with the seal of the Chamber.
    (b) All immovable properties of the Chamber shall not be transferred, sold, charged, pledged or otherwise disposed of without the prior consent and authority of the General Meeting of members.

CHAPTER 9 - MEETINGS

31. The meeting of the Chamber are of five kinds as following:-
    (a) Annual General Meeting.
    (b) Extraordinary General Meeting.
    (c) Council Meeting.
    (d) Executive Committee Meeting.
    (e) Sub-Committee Meeting.

32. (1) An Annual General Meeting of the Chamber shall be held once a year as soon as possible after the close of each financial year but not later than 31st of May on a date and at a time and place to be decided by the Council. The business of the Annual General Meeting shall be:-
       (a) To receive the Council’s report 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 a Council and to appoint auditors once in three years.
       (d) To deal with such other matters as may be deemed fit by the general meeting.
    (2) Individual members shall only attend the General Meetings and vote thereat personally. The Trade Association members and Corporate members shall attend the General Meetings and vote by their duly authorised representatives as provided under Article 32 (4).
    (3) A member who is in arrears of the annual subscriptions shall not be eligible to attend and vote or be elected at any General Meeting.
    (4) Trade Association members and Corporate members shall nominate such persons to be their authorised representatives in their membership application forms or in the proxy forms or by notifying in writing to the Chamber from time to time provided that nothing herein shall entitle the authorised representative stated in the proxy form to attend and vote or be elected in the General Meeting unless the completed proxy form has been duly delivered to the registered office of the Chamber not less than three (3) days from the date of the General Meeting.

33.    (a) The President may convene an Extraordinary General Meeting any time he deems it necessary.
       (b) Fifty members may jointly make a requisition to the Chamber to call an Extraordinary General Meeting. But they must state in their requisition the reasons for calling the meeting and the matters to be discussed thereat. Upon receipt of the requisition, the President shall within two (2) weeks issue notice calling the meeting. If the President fails to do so, then the said fifty members may issue a notice in their joint names convening the meeting, but such meeting must be held in the premises of the Chamber. All requisitioning members must attend the meeting. If they fail to appear in full force within 15 minutes of the time fixed for the meeting, then the meeting shall not be held nor shall it be postponed to any other date.
       (c) The Extraordinary General Meeting by requisition shall have no power to discuss the transfer or sale of movable and immovable property of the Chamber.

34. (a) The Honorary Secretary General shall send to all members at least 14 days before the meeting a notice stating the date, time, place of meeting and an agenda including copies of minutes and reports, together with the audited accounts of the Chamber for the previous year. Copies of these documents will also be made available at the registered address or place of meeting of the Chamber for the perusal of members.
    (b) Notice and agenda for an Extraordinary General Meeting shall be forwarded by the Honorary Secretary General to all members at least 14 days before the date fixed for the meeting.

35. (a) The quorum for the Annual General Meeting or Extraordinary General Meeting shall be at least one half of the total voting members of the Chamber or twice the total number of the members of the Council, whichever is the lesser, must be present in a a general meeting for the proceedings to be valid. If the meeting cannot be convened on time as scheduled due to lack of quorum, it may still be convened after a lapse of 30 minutes. However, meeting so held shall be restricted to only endorsing annual reports and statements of accounts, counting of votes for the election of Council Members whereas issues or resolutions affecting the well-being of Chamber members or items outside the agenda must not be adopted or discussed.
    (b) The quorum for an Extraordinary General Meeting convened under Rule 33(b) shall be as in Rule 35(a). In the absence of the President, the Deputy President and the Vice-Presidents, the members present shall elect one member as temporary Chairman after a lapse of 15 minutes from the time fixed for the commencement of the meeting.

36. The supreme authority of the Chamber is vested in a general meeting of members. At any General Meeting of members of the Chamber such member present shall have one vote, and in the event of a tie of votes, the Chairman, in addition to his own vote, shall have a casting vote. All questions shall be decided upon by a majority vote, either by show of hands or by casting ballots.

37. (a) Council Meetings shall be convened by the President. At least one Council Meeting shall be held once in every two (2) months, and one week's notice shall be given for a Council Meeting. The notice calling the meeting shall state the matters to be discussed thereat. In the event of any urgent business, the President may call an emergency Council Meeting at any time. The President, upon the joint requisition of 5 Council members to call a Council Meeting stating the reasons for the meeting and the matters to be discussed thereat, shall convene such a meeting within two (2) weeks from the date of the receipt of the requisition. If the President fails to do so then the 5 Council members may issue a notice in their joint names calling the meeting which shall be held in the premises of the Chamber. If any one of the 5 Council members absents himself from the meeting or fails to turn up within 15 minutes of the time fixed for the meeting, the meeting shall not be held nor shall it be postponed to another date.
    (b) The quorum for a Council Meeting shall be at least one half of the Council members. In the absence of the President, Deputy President and the Vice-Presidents, the Council members present shall elect a provisional Chairman from amongst themselves.

38. (a) The Executive Committee shall meet at least once in two (2) months and shall be convened by the President. The quorum for the Executive Committee meeting shall be at least one half of the Executive Committee. (b) The Council shall have power to appoint sub-committees and to delegate to sub-committees such powers as it may consider necessary and to withdraw from such sub-committees all or any of the powers so delegated and to revoke all such appointments. Sub-committee meetings shall be convened by their respective Chairman and their resolutions shall be reported to and confirmed by the Council.

39. If a Council member absents himself from 5 consecutive Council meetings without asking for leave of absence, he shall be deemed to have resigned from the Council. Such vacancy will be filled by another member appointed by the Council.

CHAPTER 10 - ELECTION

40. (a) Office bearers shall be elected triennially and they shall hold office for three years until the next election unless they have passed away, resigned or become incapacitated or are removed from office prior to the expiry of their term of office as provided herein.
    (b) Ballot papers shall be issued under the Seal of the Chamber containing 2 different categories of numbered blank spaces of which 26 blank spaces for the insertion of 26 Individual or Corporate member candidates and 10 blank spaces for the insertion of the Trade Association member candidates as per Rule 21(1), shall together with a list of candidates as nominated under Rule 40(h) of this constitution, be sent by ordinary post to all members at least fourteen (14) days before the Annual General Meeting, and all members are deemed to have received the same in the ordinary course of posts if sent by ordinary post.
    (c) All ballot papers duly casted shall be returned and deposited in the ballot box provided at the place of the Annual General Meeting not later than the time specified for the commencement of the Meeting.
    (d) The sealed ballot box shall only be opened at the Annual General Meeting and the votes shall be counted thereat in the presence of scrutineers duly elected at the Annual General Meeting. Any ballot paper exceeding the prescribed number of names casted for any of the two categories of members as per Rule 40(b) shall be deemed to be spoilt votes.
    (e) The 26 nominated candidates with the highest votes for the Individual and Corporate members and the 10 nominated candidates with the highest votes for the Trade Association members shall become Office-Bearers to serve in the Council of the Chamber.
    (f) Subsequently at a date not later than one (1) month after the Annual General Meeting, the 36 elected members shall convene a meeting to elect by secret ballot from amongst themselves, the various posts in the Council as provided in Rule 22.
    (g) In the event of any tie of votes for candidates, whether in the election of Council Members or of the Office Bearers, it shall be resolved by drawing lots at the meeting referred to above.
    (h) Any nomination standing for council member election shall have obtained the consent of the proposed candidate and such nomination shall reach the registered office one week before the ballot papers are issued to members except in the case of Trade Association member. 41. The retiring Council shall deliver all documents, books and other matter of the Chamber to the in-coming Council at the inauguration; and in case of any omissions or errors found therein within four months of such delivery, the retiring Council shall still be held responsible.

CHAPTER 11 - FINANCE

42. Subject to the following provisions in this rule, the funds of the Chamber may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payment of salaries, allowances, various Associates Activities and expenses to its office-bearers and paid staff, and audit of its accounts, but they shall on no account be used to pay the fine of any member who may be convicted in a court of law.

43. (a) The Treasurer may hold a petty cash advance not exceeding RM1,000-00 (Ringgit One Thousand) at any one time. All money in excess of this sum shall within seven days of receipt be deposited in a bank approved by the Council. The bank account shall be in the name of the Chamber.
    (b) All cheques or withdrawal notices on the Chamber’s bank account shall be signed jointly by any two of the following three principal officers: the President, the Secretary General and Treasurer. In the absence of the President, the Secretary General or the Treasurer, the Council shall appoint one of its members to sign in his place.
    (c) No expenditure exceeding Ringgit Malaysia Ten Thousand (RM10,000-00) only at any one time shall be incurred without the prior sanction of the Council and no expenditure exceeding Ringgit Malaysia One Hundred Thousand (RM100,000-00) shall be incurred without the prior sanction of a General Meeting. Expenditure below Ringgit Malaysia Ten Thousand (RM10,000-00) only shall be approved by any two of the following office-bearers: President, Honorary Secretary General and Honorary Treasurer.
    (d) As soon as possible after the end of each financial year a statement of receipts and payments and a balance sheet for the year shall be prepared by the Treasurer and audited by the Auditors appointed under Rule 29. The audited accounts shall be submitted for the approval of the next annual general meeting, and copies shall be made available at the registered address or place of meeting of the Chamber for the perusal of members.
    (e) The date of the commencement of the financial year of the Chamber shall be from the 1st of January and shall end on 31st December annually.
    (f) The yearly recurrent expenditure shall be borne by the members and in case of any deficit in the funds of the Chamber, the Council shall have the power to raise special subscriptions.

CHAPTER 12 - ANNIVERSARY OF THE CHAMBER

44. The 1st day of January each year shall be observed as the Anniversary of the Chamber.

CHAPTER 13 - MEETING OF REPRESENTATIVE OF PUBLIC BODIES

45. The Chamber may, whenever it deems necessary, call a meeting of representatives of public bodies to discuss any important matters concerning the business community, or public welfare.

CHAPTER 14 - AMENDMENT AND INTERPRETATION OF RULES

46. (a) The Rules herein may be amended by a resolution of two-thirds (2/3) majority of members present and vote at General Meeting provided that such amendments shall take effect only after they are duly approved by the Registrar of Societies. Any amendment to this Constitution shall be forwarded to the Registrar of Societies within sixty (60) days of being passed by the General Meeting.
    (b) Without prejudice to any provision in this Constitution, the Council shall have the power to :-
      (i) interpret this Constitution or any part thereof in the event of any ambiguity or differences in the interpretation thereof and such interpretation shall be binding on the members of the Chamber; and
      (ii) deal with any matter affecting the Chamber which is not specifically provided for by the Rules herein.
      (iii) determine any point on which the Rule is silent.
    (c) The Council shall have the power to deal with any matter affecting the Chamber which is not specifically covered by these Rules.
    (d) Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Council shall be binding on all members of the Chamber unless and until countermanded by a resolution of a general meeting.

47. Prohibitions
       (a) All forms of gambling shall be prohibited in the premises of the Chamber.
       (b) Neither the Chamber nor its members shall attempt to restrict or in any other manner interfere with the trade or engage in any Trade Union activities as defined in the Trade Union Act 1959.
       (c) The Chamber shall not hold any lottery without licence from the proper authority whether confined to its members or not, in the name of the Chamber or its office-bearers, Council or member.
       (d) No benefits as defined under Section 2 of the Societies Act 1966 shall be given by the Chamber to any of its members.
       (e) No university or college student shall be admitted as a member of the Chamber unless he or she has obtained a prior written permission from the Vice-Chancellor of the university concerned.

48. Dissolution
    (a) The Chamber may be voluntarily dissolved by a resolution of not less than three-fifths of the total voting membership at a general meeting convened for such purpose.
    (b) In the event of the Chamber being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged, and the remaining funds shall be distributed in such manner as may be decided upon by the general meeting.
    (c) Notice of dissolution shall be given within 14 days of the dissolution to the Registrar of Societies.