CONSTITUTION OF
THE CHINESE CHAMBER OF COMMERCE
DEWAN PERNIAGAAN TIONGHUA SANDAKAN SABAH
BILL PPM/SB.985/68 PPP/SB 121/52(7)
1. NAME AND REGISTERED ADDRESS
(a) The Chamber shall be known as “DEWAN PERNIAGAAN TIONGHUA, SANDAKAN SABAH”in the national language, 山打根中華商會 in Chinese and “THE CHINESE CHAMBER OF COMMERCE, SANDAKAN SABAH”in English. Here-in-after referred to as “The Chamber”
(b) The registered address of the Chamber shall be at the Chinese Chamber of Commerce Building, Jalan Leila, P. O. Box No. 161, 90702 Sandakan, Sabah, Malaysia.
(c) The Registered Address will not be changed without the prior approval of the Register of Societies.
2. OBJECTS
The objects of the Chamber are :-
(a) To promote and encourage the development of commerce, agriculture and Industry in the Chinese community.
(b) To secure and obtain the exclusive rights of Commerce, Agriculture and Industry and to sublease or sell in order to improve the financial position of the Chamber.
(c) To promote closer relationship and understanding amongst its members.
(d) To promote harmonious relationship and understanding between the Chinese community and the communities of other ethnic origins.
(e) To promote and safeguard the legitimate interest of its members.
(f) To promote education and culture and to render assistance in social welfare work.
(g) To build, maintain, manage and minister technical college or other type of schools.
(h) To participate in civic affairs and to instill in its members an attitude of civic-mindedness and civic responsibility.
(i) To raise funds by means of donations or any other lawful means subject to the approval of the relevant enforcement agencies and with the prior approval of the Register of Societies.
3. MEMBERSHIP AND SUBSCRIPTION FEES
(a) The membership of the Chamber shall be opened to all Chinese companies or firms carrying on trades and businesses in Sandakan and holding Certificate of Incorporation or Trading License and willing to abide by the rules of the Chamber. Application for membership shall be made in the prescribed form and nominated by two existing members of the Chamber. An applicant becomes a member of the Chamber when its application is approved by the Executive Committee. Each member must nominate a Malaysian citizen of Chinese ethnic origin to be its representative. “ A Chinese Company ”or “ A Chinese Firm”shall mean a company or firm where more than half of its shares or equity share capital shall be owned by Chinese.
(b) An applicant shall be elected by a simple majority of the members of the Executive Committee, present at the meeting at which the election of the applicant is considered, votes in favor of its election.
(c) The Executive Committee may reject any application without assigning any reason therefore and its decision shall be final.
(d) Upon the election of a member, notice in writing thereof shall be given to it and it shall be furnished with a copy of the Constitution of the Chamber.
(e) The entrance fee shall be RM10.00 and shall be payable upon election of a member.
(f) The monthly subscription for a member shall be a minimum of RM3.00.The Executive Committee shall have the power to suspend the membership of any member whose subscriptions are six(6) months in arrears until such subscriptions are paid and the Executive Committee revokes such suspension.
(g) Any member firm whose business has ceased or has been declared bankrupt and has not obtained a discharge of its bankruptcy shall not be eligible to continue as a member of the Chamber.
(h) No person shall be eligible to be a member or nominated as a representative of any member firm if:
(a) he is under 21 years of age;
(b) he is unsound mind; or
(c) he has been declared bankrupt and has not obtained a discharge of his bankruptcy.
(i) Any member may resign its membership by giving notice in writing to the Hon. Secretary who shall report such resignation to the Executive Committee. Such member resigning shall pay up all arrears of subscription due and any special donations it has agreed to pay.
(j) Any member found to have violated the rules of the Chamber may be suspended or expelled if the Executive committee resolves so to do at an Executive Committee Meeting with three-quarter (3/4) of the Executive Committee Present at such meeting and the resolution is passed with a three-quarter (3/4) majority PROVIDED THAT the member so suspended or expelled may appeal to the General Meeting of members of the Chamber against such decision. The Executive Committee will submit a report to the General meeting of members on the suspension or expulsion of such member.
(k) All member shall have the following rights :-
(i) To attend any meeting of the Chamber for which they are eligible, to speak and to move motions, to vote, to elect and be elected to any office of the Chamber. PROVIDED THAT for the purpose of Rule 3(k)(iii) a member shall not have the right to elect members of the Executive committee or to hold any office in the Executive Committee unless it has become a member of the Chamber for a minimum period of twelve (12) months prior to the expiration of the term of office of the current Executive Committee.
(ii) to enjoy any other rights and privileges that may be accorded to them by virtue of their
membership.
(iii) to be eligible to be appointed as members of any Sub-committee except for the Election
Committee whose members shall be appointed from among the members of the Executive
Committee.
(l) Any member firm, who wishes to change its representatives, shall notify the Executive Committee in writing. In case the representatives to be placed has been elected as an Executive Committee Member or Appointed Committee Member of the Chamber, he shall hold his office until the expiration of his term.
(m) Members of the Chamber shall have the following duties :-
(i) to abide by the constitution and the rules, regulations and resolutions of the Chamber;
(ii) to assist in the conduct of the affairs of the Chamber; and
(iii) to pay all subscriptions and special donations undertaken by them.
(n) Life member:-
(i) Members who at anytime to pay up RM500 shall become Life Members.
(ii) All life Members whose companies ceased operation or its equity share capital had reduced less than 50%, their membership will be ceased automatically.
4. Executive Committee
(a) The Executive Committee of the Chamber shall consist of twenty-five (25) members elected in accordance with rules 8. In addition five (5) Appointed Members will be appointed in accordance with rule5.(c)(1) 1.5 of the Constitution of the Chamber by the Chairman.
(b) The Executive Committee of the Chamber shall consist of the following:-
1 Chairman;
1 Deputy Chairman;
3 Vice-Chairman;
1 Honorary Secretary;
1 Assistant Honorary Secretary;
1 Honorary Treasurer;
1 Honorary Accountant;
1 Director of General affairs;
1 Assistant Director of General Affairs;
1 Director of Public Relation;
1 Assistant Director of Public relation;
12 Ordinary Executive Committee members; and
5 Appointed committee Members.
(c) The Office-Bearers of the Chamber and any officer performing executive functions in the Chamber shall be of Malaysian nationality.
(d) In the event of vacancies occurring in any position of the Office-Bearers, the same shall be filled by the Executive Committee. In the event of vacancies occurring in the Executive Committee Members, the same shall be filled by the Executive Committee by co-opting from among the members in the order of the number of votes they obtain at the election. In the event of vacancies occurring in any position of the Appointed Committee Members, the same shall be appointed by the Chairman again.
(e) The Appointed Committee Members shall have the equal rights as the elected Committee Members.
(f) (i) The Executive Committee at its first Executive Committee Meeting upon assumption of office after its election shall appoint the following sub-committees, viz :-
Sub-committee for Commercial Affairs;
Sub-committee for Educational Affairs;
Sub-committee for Social Welfare; and
Sub-committee for Property Management.
(ii) Each of the above sub-committee shall consist of one(1) Director and one(1) Deputy Director and such number of members as the Executive committee shall think fit and who shall be appointed from among the Executive Committee Members or the general membership of the Chamber. Such sub-committees shall be appointed for a tenure co-extensive with the tenure of office of the Executive Committee.
(g) Apart from the Sub-committees as shall be appointed under the proceeding (f) and wherever it shall be deemed necessary or expedient, the Executive Committee may appoint ad hoc sub-committees to assist in the conduct of the affairs of the Chamber. The members of such sub-committees may consist of members of the Executive Committee or from among the general membership of the Chamber.
(h) The duties and functions of the Sub-committee for Commercial Affairs shall be:-
(i) to investigate into the commercial problems of the members of the Chamber and the business community generally and to report and forward for consideration of the executive Committee its recommendations;
(ii) to promote and foster close relationship with government departments and to negotiate with such government departments with a view to solving any problem or difficulties experienced by the members of the Chamber in their trades and businesses;
(iii) to provide trade information and guidance for members or the Chamber; and
(iv) to assist generally the functions of the Chamber for the advancement of trade and commerce.
(i) The duties and functions of the Sub-committee for Educational Affairs shall be:-
(i) to render assistance generally and to supervise the affairs of the Tionghua Secondary School ,Sandakan; and
(ii) to assist generally the functions of the Chamber for the advancement of education and cultural activities.
(j) The duties and functions of the Sub-committee for Social Welfare shall be:-
(i) to establish and manage the affairs of Chinese cemeteries.
(ii) to assist generally the functions of the Chamber in social welfare work.
(k) The duties and functions of the Sub-committee for Property Management shall be:-
(i) to manage the immovable properties of the Chamber; and
(ii) to make recommendations to the Chamber pertaining to property investments.
(l) The members of the Executive Committee of the Chamber including the Office-Bearers shall hold office for two years, but are eligible for re-election, except the Chairman and the Treasurer shall not be eligible for election if they have already holding office for three consecutive terms.
(m)The Chamber may employ secretaries, general clerks and office attendants in such numbers and at such salaries as the Executive Committee may decide at Executive Committee meetings.
(n) Any member shall cease to be a member of the Executive Committee if:-
(i) he has lost his membership of the Chamber and/or
(ii) he absents himself from meetings of the Executive Committee without sufficient cause on three (3) consecutive occasions.
(o) The Executive Committee shall have power to appoint advisers whose tenure of appointment shall be co-extensive with that of the Executive Committee appointing them.
5. AUTHORITY
(a) The supreme authority of the Chamber shall be vested in the general meeting of members.
(b) The Executive Committee shall be the administrative body of the Chamber and shall conduct the Chamber’s affairs in accordance with the rules of the Chamber and the authority vested in it by the general meeting of members of the Chamber.
(c) The duties of the office-bearers of the Executive Committee shall be as follows:-
(1) The Chairman
1.1 shall be the chief executive of the Chamber and its chief spokesman; 1.2 shall preside over all General and Executive Committee Meetings; 1.3 shall have the right to call meetings of the Executive Committee; 1.4 shall have a casting vote in the event of any equality of votes cast at Executive Committee or General meetings; 1.5 shall appoint 5 Committee Members in accordance to rule 4.(a).
(2) Deputy Chairman
2.1 shall assist the Chairman in the conduct of the Chamber’s affairs;
2.2 shall take over as the Chairman if the Chairman resigns or unable to finish the term; and
2.3 shall act as the Chairman in the absence of the Chairman.
(3) The Vice-Chairman
3.1 shall assist the Chairman and Deputy Chairman in the conduct of the Chamber’s affairs; and
3.2 shall act as deputies in the absence of the Chairman and Deputy Chairman in the order of precedence according to the number of votes they respectively obtain at the election. In addition where more than one of the Vice-Chairman shall have obtained equal number of votes, the order or precedence shall be decided by drawing of lots.
(4) The Hon. Secretary
4.1 shall be responsible for summoning all General and Executive Committee Meetings; 4.2 shall conduct the correspondence of the Chamber under the directions of the Executive Committee and shall keep a register of members and shall be responsible for keeping all records of the Chamber; 4.3 shall keep minutes of all General and Executive Committee meetings; 4.4 shall maintain a membership register showing particulars of members; 4.5 shall prepare reports on the Chamber’s affairs; and 4.6 shall supervise the work of the Chamber’s staff.
(5) The Assistant Hon. Secretary
5.1 shall assist the Hon. Secretary in carrying out his duties and functions; and
5.2 shall act as the Hon. Secretary is his absence.
(6) Hon. Treasurer
6.1 shall be responsible for all the funds of the Chamber and shall issue receipts for all payments made to the Chamber; 6.2 shall open a banking account as the Executive Committee may direct and shall deposit therein all monies received by him on behalf of the Chamber; 6.3 shall be responsible for drawing up the Financial Statement and Account for presentation to the Executive Committee Meeting and the Annual General Meeting; and
6.4 (a) all cheques shall be signed by any of the following, viz,. the Chairman, Deputy Chairman, Vice-Chairman, Hon. Secretary and Hon. Treasurer, whereas the Chairman or the Treasurer must be one of the mandatory signature.
(b) all cheques of the sub-committee shall be signed the same of the above.
6.5 shall hold a petty cash not exceeding RM500.00.
(7) Hon. Accountant
7.1 shall keep all the accounts of the Chamber.
(8) The Director of General Affairs
8.1 shall be responsible for all the general affairs of the Chamber;
8.2 shall assist the Hon. Secretary in his supervision of the work of the Chamber’s staff and sundry workers employed by the Chamber.
(9) Assistant Director of General Affairs
9.1 shall assist the Director of General Affairs in carrying out his duties and functions and
9.2 shall act as The Director of General Affairs in his absence.
(10) The Director of Public Relation
10.1 shall be responsible for entertaining the Chamber’s guests and managing affairs in connection with the Chamber’s public relation.
(11) Assistant Director of Public Relation
11.1 shall assist the Director of Public Relation in carrying out his duties and functions and
11.2 shall act as the Director of Public Relation in his absence.
6. GENERAL MEETINGS
(a) The general meetings of the Chamber shall be:-
(i) Annual General Meeting; and
(ii) Extraordinary General Meeting.
(b) The Annual General Meeting of the Chamber shall be held once a year after the close of each financial year but not later than 31st day of December of that year. The business to be transacted therein shall include:-
(i) To confirm minutes of the previous Annual General Meeting and matters arising therefrom;
(ii) To receive and adopt a report from the Executive Committee covering the work and progress of the Chamber during its term of office;
(iii) To receive and adopt an annual financial statement from the Treasurer;
(iv) To transact any other business approved by the Executive Committee.
(c) At least two weeks before the date fixed for the Annual General Meeting, the Hon. Secretary shall inform all members of the Chamber in writing of the date fixed for the Annual General Meeting.
(d) Any member desirous of moving any motion at the Annual General Meeting shall give notice thereof in writing to the Hon. Secretary not less than a date stipulated by the Executive Committee before the Annual General Meeting. No motion from the floor shall be entertained unless prior notice therefore shall have been given in manner aforesaid and such motion has been accepted by the Executive Committee.
(e) The Executive Committee may at any time for any special reason or on the written requisition of at least forty (40) members of the Chamber call an Extraordinary General Meeting and in the latter case the Extraordinary General Meeting must be convened within thirty (30) days from the date of receipt of such requisition.
(f) Notice summoning an Extraordinary General Meeting shall be given to members not less than seven (7) days before the date fixed for the Extraordinary General Meeting and shall state the subject or subjects to be discussed at the Meeting. No other subject may be discussed at such Extraordinary General Meeting.
(g) At the Annual General Meeting or Extraordinary General Meeting, the Chairman of the Chamber and in his absence the Deputy Chairman or in whose absence one of the Vice-Chairman in the order or precedence stated under rule 5. (c) (3) or in whose absence any member of the Executive Committee elected by the members present shall take the chair.
(h) The quorum of the general meeting shall be one-half (1/2) of the total membership or twice the total number of the Executive Committee members of which ever is the less.
(i) In the event there being no quorum the meeting shall stand adjourned to a date within three (3) weeks thereafter to be convened by the Hon. Secretary. On the meeting being reconvened after the adjournment, any number of members present shall constitute the quorum. In the case of the Extraordinary General Meeting convened by requisition of the members, no similar requisition shall be entertained if no quorum is present at the Extraordinary General Meeting so convened.
(j) Proxy may be accepted at any general meeting, but each member shall not hold proxy for more than two (2) other members and such proxy in the prescribed form must be received by the Hon. Secretary before the meeting.
7. MEETING OF THE EXECUTIVE COMMITTEE
(a) Meeting of the Executive Committee shall be held at least once every month and 7 days advice of each meeting shall be given to the members.
(b) The quorum for the Executive Committee Meeting shall be one-half (1/2) of the total members of the Executive Committee.
(c) In the event there being no quorum, the meeting shall stand adjourned to a date within one (1) week thereafter to be convened by the Hon. Secretary. On the meeting being reconvened after the adjournment, any number of members present shall constitute the quorum.
(d) No proxy shall be accepted at any meeting of the Executive Committee.
(e) The Chairman may at any time for any special reason or on the written requisition of at least seven (7) members of the Executive Committee calls a Special Executive Committee Meeting.
8. ELECTION
(a) The Executive Committee shall appoint an Election Sub-committee to conduct the Preliminary and Secondary Elections two (2) months before the expiration of its term of office. The Election Sub-committee shall consist of a Director and four (4) members appointed from among the members of the Executive Committee.
(b) All elections shall be conducted by secret ballot.
(c) The election process shall comprise of the following:-
(i) The preliminary Election for the election of twenty-five (25) members of the Executive Committee and two (2) Auditors; and (ii) The Secondary Election for the election of the office-bearers as mentioned under rule 4. (b) by and from among the twenty-five (25) members so elected at the Preliminary Election.
(d) At the Preliminary Election the twenty-five (25) nominees for the Executive Committee and the two (2) nominees for the post of Auditors who have obtained the highest number of votes shall be elected. In the event of any equality of vote the nominees shall be elected by drawing of lots.
(e) Upon completion of the Preliminary Election, the Secretary shall notify in writing those who have been elected to the Executive Committee and obtain from them their acceptance to serve as members of the Executive Committee.
(f) The new office-bearers and the other members of the Executive Committee together with the Auditors and the Appointed Committee Members shall take office on the 1st of January of the year succeeding the Secondary Election and shall be sworn in on the same date.
(g) The handing-over of office shall be on the 1st of January of the year succeeding the Secondary Election; on which date the out-going Executive Committee shall hand over to the in-coming Executive Committee all the Chamber’s files, account books, title deeds, monies and other documents.
9. FINANCE AND PROPERTY
(a) Source of Income
1. The income of the Chamber shall be derived from the following sources: 1.1 subscription and entrance fees; 1.2 rentals from the Chamber’s immovable properties; 1.3 donations; and 1.4 such other sources as may be approved by the Executive Committee
2. The saving with the Hon. Treasurer of the Chamber shall be used to promote and carry out its objectives, to pay the administrative expenses, employees’ salaries and allowances, account and audit fees, but will NOT be allowed to pay any fine or penalty for any members.
3. The financial year shall be 1st July to 30th June. 4. The account shall be audited by the Chamber’s Auditor, and shall approve in the current general meeting.
(b) Immovable Properties
1. All the immovable properties of the Chamber shall be subject to the supervision of the Hon. Treasurer who shall have the custody of all the title deeds relating thereto.
2. No immovable property shall be purchased on behalf of the Chamber unless a resolution to that effect shall have been passed at an Executive Committee Meeting by a two-third (2/3) majority of the members present thereat.
3. No immovable property belonging to the Chamber shall be mortgaged unless a resolution to that effect shall have been passed at a General Meeting of Members by a two-third (2/3) majority of those present thereat.
4. No immovable property belonging to the Chamber shall be sold unless a resolution to that effect shall have been passed at a General Meeting of Members by a one-half (1/2) of the total membership of the Chamber attending the meeting and by a two-third (2/3) majority of those present thereafter.
(c) Monthly Financial Statement
A monthly financial statement showing the financial state of affairs of the Chamber shall be prepared by the Hon. Treasurer and the Hon. Accountant and duly audited by the auditors, the same shall be submitted to the Executive Committee for adoption and thereafter publish for information of the members of the Chamber.
(d) Qualified Auditor A qualified Auditor or firm of Auditors shall be engaged to audit the Chamber’s annual accounts at such remuneration as the Executive Committee shall approved.
(e) Trustees
1.1 All lands, building and other property, except money deposits with a bank, shall be held in trust by the Trustees of the Chamber.
1.2 The Chairman, Deputy Chairman and the three Vice-Chairman shall be the Trustees of the Chamber and any acquisition, transfer, charge or any contract of or affecting any immovable or other properties of the Chamber as approved in manner herein shall be executed jointly by any three of the five Trustees.
(f) General
1.1 Money in cash belonging to the Chamber in excess of Five hundred ringgit (RM500.00) shall be deposited in the account of the Chamber in an appointed bank.
1.2 For the conduct of the affairs of the Chamber, the Chairman shall singly have the authority to incur any expenditure not exceeding One thousand ringgit (RM1,000.00) at any one time, and any expenditure in excess of the said limit of RM1,000.00 shall be with the approval of the Executive Committee.
10. HON. LIFE PRESIDENT, HON. LIFE VICE PRESIDENT AND HON. LIFE COMMITTEE EXECUTIVE MEMBER
(a) Any person who had served the Chamber with merit as the Chairman or Vice-Chairman may by a resolution of the Executive Committee passed by a two-third (2/3) majority of the Executive Committee Members present at such Executive Committee Meeting be elected as an Honorary Life President or Honorary Life Vice-President of the Chamber, providing that such person consents to such election. The Honorary Life President or Honorary Life Vice-Chairman shall act as advisor to the incumbent Chairman of the Chamber and he shall be invited to attend all the Chamber’s functions and activities.
(b) Any person who had served the Chamber for more than ten (10) years as an Executive Committee Member may by a resolution of the Executive Committee passed by a two-third (2/3) majority of the Executive Committee member present at such Executive Committee Meeting be elected as an Honorary Life Executive Committee Member of the Chamber, provided that such person consents to such election. The Honorary Life Executive Committee member shall be invited to attend all the Chamber’s functions and activities.
(c) The Honorary Life President, the Honorary Life Vice-Chairman and the Honorary Life Executive Committee Member shall not hold any office on the Executive Committee or on any Sub-committee of the Chambers. Save as aforesaid, they are entitled to all other privileges of membership as long as they are remain as members of the Chamber or as a representative of any member firm
11. AMENDMENTS TO THE CONSTITUTION
(a) Amendments to the Constitution shall only be made at the Annual General Meeting.
(b) Any proposed amendment to the Constitution shall be sent in writing to the Hon. Secretary at least thirty (30) days before the Annual General Meeting.
(c) Any resolution proposing the repeal, addition to or amendments of any of those Articles of the Constitution at any Annual General Meeting shall be null and void unless at least two-third (2/3) of the members present vote in favor of such a resolution.
(d) Amendments to the Constitution shall take effect after approval by the Registrar of Societies.
12. DISSOLUTION
(a) The Chamber shall not be dissolved unless a resolution to this effect shall have been passed by not less than two-third (2/3) of the total membership of the Chamber at a General Meeting which has been specially convened for that 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 disposed of in such manner as may be decided upon by a General Meeting.
13. PROHIBITION
(a) Gambling is strictly prohibited in the Chamber’s building.
(b) The Chamber shall not hold any lottery, whether confined to its members or not, in the name of the Chamber, its office-bearers or Executive Committee without the approval by the relevant government authorities
(c) The Chamber shall not pay out any benefits as defined under Section 2 of the Societies Act, 1966 to any of its members.
(d) No person who is undergoing education in any university, college, school or other educational institution shall be permitted to become a member or representative of a member firm except with the prior written approval from the Vice-Chancellor, Principal or headmaster of the university, college, school or educational institution concerned.
14. OTHERS/INTERPRETATION/AFFILIATION
(a) This Constitution shall come into force on the date it is approved by the Registrar of Societies.
(b) If there shall any inconsistency in the interpretation, construction and meaning between the English version of this Constitution and the translations thereof into any other language, the English version shall prevail.
(c) In case of any dispute as to the interpretation, construction, rendering of meaning of all or any of the Articles of this Constitution or of any word or words contained in any such Articles, the interpretation, construction rendering and meaning determined and fixed by the Executive Committee shall be final.
(d) The Chamber shall not have any affiliation or connection with any Society established outside Malaysia.
15. EMBLEM AND FLAG.
(1) Emblem.
(a) Description. The Emblem is round in shape. The word “ Commerce” in the center represents our Chamber as a commerce organization; the Chinese words of “ The Chinese Chamber of Commerce Sandakan ” is in the yellow circle; the words of “Dewan Perniagaan Tionghua Sandakan ” at the top is the name of Bahasa Malaysia of our Chamber; and the words of “ SCCC ” in below is the short form of “ Sandakan Chinese Chamber of Commerce ”
(b) Meaning of color. i) RED represents ENTHUSIASM and PEACE. ii) BLUE represents SINCERITY. iii) WHITE represents PURITY.iv) YELLOW represents CONCERN and HARMONY.
(2) Flag.
(a) Description. The Flag is rectangle in shape. The Emblem of our Chamber is placed in the middle of the Flag, and the background of the Flag is in blue color.
(b) Meaning of color.
i) RED represents ENTHUSIASM and PEACE. ii) BLUE represents SINCERITY. iii) WHITE represents PURITY. iv) YELLOW represents CONCERN and HARMONY. |