Constitution

PERSATUAN PENGHUBUNG DIGITAL (DIGITAL CONNECT SOCIETY)

CLAUSE 1 NAME

(1) The association shall be known as: Digital Connect Society

Hereinafter referred to as "the Society".

(2) Name Definition: “Digital Connect Society” means a group of globally connected individuals and entities who are passionate in working together to achieve the common vision of a manageable digitally connected world that is constantly evolving and progressive, by establishing professional and scientific advancement of the education, standard practices, recognition and governance of technology and digital solutions to drive the digital transformation in the industry.

(3) Level: Others

CLAUSE 2 ADDRESS

(1) The registered address is

T2B-19-10, 3 Towers, No.296, Jalan Ampang, 50450 Kuala Lumpur, Malaysia

and the postal address is

T2B-19-10, 3 Towers, No.296, Jalan Ampang, 50450 Kuala Lumpur, Malaysia

or at such other place as may from time to time be decided by the Committee;

(2) The registered and postal addresses shall not be changed without the prior approval of the Registrar of Societies.

CLAUSE 3 OBJECTIVE

(1) Advocate the use of standards and best practices for digitally connected society.

Means to these ends include but are not limited to:

a. Professional, directed towards the advancement of the education and practice of digital transformation in the business and industry, as well as the allied branches of educational standards related to consultancy, skills development, business management, human resource management, governance, technology management, and any other relevant areas;

b. Establishing and governance of educational standards, such as to formulate, monitor, review and endorse course contents related to digitalization, that accelerate the competencies of skilled workforce, to enable a dynamic and adaptive digitally connected society;

c. Holding of meetings for presentation and discussion of educational material, papers, the publication and circulation of works of literature, science and art pertaining thereto;

d. Provide recognition of professional digital leaders, specialist, and technologist for offering support, public accountability and representation of the professions to the industry;

e. Any other activities necessary, suitable and proper for the fulfilment of these objectives;

(2) Promote interoperability with the use of common frameworks and classification standards.

Means to these ends include but are not limited to:

a. Professional and scientific, directed towards the advancement, recognition and governance of technology and digital solutions that enables digital transformation in the industry, as well as the allied branches of science and technology application that conform to the national and international standards, guidelines, policies and any other relevant publications and works;

b. Establish standards, classifications and governance of digital solutions that include software, hardware, cloud services, telecommunication, appliances, equipment, and everything that supports digitalization;

c. Establish centre of excellence, hubs or associated centre of state, national and international bodies that can drive the national digital transformation in the industry;

d. Establish research and development platforms that promote digital innovations and digital culture;

e. Any other activities necessary, suitable and proper for the fulfilment of these objectives;

(3) To be the Center of Excellence for digital transformation agenda.

Means to these ends include but are not limited to:

a. Develop a digitally connected community by promoting the standards, practices and works established by the Society in relation to Objectives 1, 2, into all areas of businesses and relevant parties;

b. Set up platforms, such as forums, in digital or physical means, to deliver information and services to the members of the Society;

c. Foster opportunities for professional development in digitalization through activities such as conference, workshops, publications, electronic media, etc.;

d. Represent the views of members on standards and practice that address the issues related to digital transformation, and promote them to the industry and the government agencies;

e. Coordinate the provision of relevant information on qualified practitioners to the community and to governments agencies;

f. Any other activities necessary, suitable and proper for the fulfilment of these objectives.

CLAUSE 4 MEMBERSHIP

(1) The membership criteria of the Society are as follows:

The membership of the Society is open to all individuals and organizations who agree with and are desirous of contributing towards achieving the Objective. Membership of organizations, such as companies, associations and learning institutions, shall be through individual representatives elected at the discretion of the organization, and in accordance with the criteria as further outlined below.

A. Ordinary Membership

(i) There are two (2) types of Ordinary Membership:

a. Individual Ordinary

Any individuals who have achieved the adult legal age with Malaysian citizenship. The criteria to fulfil the individual membership are as follows:

• Has professional training and qualifications related to the research and development of digital services or products; or

• Has attended, completed and/or obtained certification in the courses or programmes endorsed/certified by the Society; or

• Has professional practice or skill sets needed for digital transformation with more than 2 years of experience, in the area of digital business management, human resource management, governance, technology management, digital talent development and any other related areas that contributes to industrial digital transformation

b. Company Representative

Any individuals who have achieved the adult legal age with Malaysian citizenship, to officially represent his/her company to attend the meetings and serve the Society Objective.

The criteria to fulfil the Company Representative membership are as follows:

• The company he/she is representing must be registered with the SSM or ROC /ROB in Malaysia; and

• Pengasas syarikat individu, pengarah syarikat, atau wakil rasmi yang dilantik bagi mana-mana syarikat; dan

• Fulfil the Individual membership requirements in Clause 4 (1) A.(i) a.

(ii) All Ordinary Members shall have the rights to vote and to hold office in the Committee.

(iii) The Committee shall have full discretion in determining whether or not an Individual has fulfilled the Ordinary membership requirements.

B. Associate Membership

(i) There are two (2) types of Associate Membership:

a. Individual Associate

Open to any individuals who do not fulfil the Ordinary membership requirements.

b. Institutional Associate

Any individuals who have achieved the adult legal age (legal age as according to Malaysian law), to officially represent the following party, to attend meetings and serve the Society Objective.

The criteria to fulfil the Institutional Associate membership are as follows:

• Official appointed representatives of other state, national or international associations

• Official appointed representatives of Malaysian government agencies

• Official appointed representatives of national/international education institutions, including schools, colleges, polytechnics, universities, etc.

(ii) All associate members shall have no voting rights and shall not be eligible to hold office in the Committee.

(iii) Each Associate Member who is not a Malaysian citizen needs to hold a valid passport, visa or permit in Malaysia.

C. Honorary Membership

(i) The Committee may invite individuals who have or could provide meritorious services towards promoting the objective of the Society to become Honorary Members.

(ii) All Honorary members shall have no voting rights and shall not be eligible to hold office in the Committee.

(iii) No entrance fee and annual subscription fee need to be paid by Honorary Members.

(iv) Each Honorary Member who is not a Malaysian citizen needs to hold a valid passport, visa or permit in Malaysia.

D. Lifetime Membership

(i) Open to the Ordinary Member who pays lifetime membership as set out in Clause 6 (1) (i) (d);

(ii) Lifetime Members shall enjoy all the Ordinary Member rights and privileges;

(iii) Lifetime Members shall maintain the requirements of Ordinary Membership at all times.

E. Student Membership

(i) Open to those who are currently studying at a registered university, university-college, polytechnic, college, or any higher learning institution in Malaysia;

(ii) They must obtain an official letter of support from their higher learning institution stating the objective(s) or reason(s) for becoming a member; Student members shall not be eligible for membership without the prior approval of the university concerned;

(iii) Those under the age of 18 must also obtain a written consent from their parent(s) or a legal guardian;

(iv) All student members shall have no voting rights and shall not be eligible to hold office in the Committee.

(v) Each Student Member who is not a Malaysian citizen needs to hold a valid passport, student visa or student pass in Malaysia.

(2) Every applicant must make payment of the prescribed entrance fee and annual subscription as defined in Clause 6 (1) upon application, be admitted as a member of the Society and shall be entitled to all the privileges of membership.

(3) Member’s Obligations

(i) Assisting the Society in promoting and realizing its Objective;

(ii) Abiding by the Constitution and any rules, regulations, by law, orders and directives made thereunder and/or derived therefrom and any resolutions passed by the members in the General Meeting, the Committee and/or all other competent authorities of the Society from time to time;

(iii) Uphold the interest, reputation and positive image of the Society.

RIGHTS OF MEMBERS

(iv) Only Ordinary Members and Lifetime Members as prescribed herein shall have the rights to nominate, second, vote and be nominated and elected to hold any office for which he is entitled to PROVIDED THAT no member shall be entitled to exercise any of the above-said rights until the expiry from the date of his admission as a member;

(v) All categories of members having fulfilled the obligations as stipulated herein shall enjoy the same rights, including：

a. To attend and speak at all meetings which he is entitled to attend and speak;

b. To participate in all the activities organized by the Society for the benefit of the members; and

c. To use all the facilities and resources made available for the use of the members.

CLAUSE 5 RESIGNATION AND TERMINATION

(1) Any member who wishes to resign from the Society shall give two weeks’ notice in writing to the Secretary and shall pay up all dues.

(2) For any Company Representative Members and Associate Members who have left their company or association or education institution, the respective organization should inform the Society about the termination of their representative, and to nominate the new representative to replace the membership. If such Member has failed to serve the Society such as missing from the subcommittee meetings, or failed to pay the renewal fee within 3 months, may be expelled or suspended for a period of time as the Committee deems fit.

(3) Any member who fails to comply with the rules of the Society or has acted in a manner to bring disrepute upon the Society may be expelled or suspended for a period of time as the Committee deems fit. Before the Committee expels or suspends the member, the member shall be informed of the grounds for such expulsion or suspension in writing and be given an opportunity to explain and clear himself in person. Such suspension or expulsion shall be enforced, unless otherwise reversed by a general meeting upon appeal by the said member.

CLAUSE 6 SOURCE OF INCOME

The source of income of the Society is as follows:

(1) Admission Fees and Annual Subscription

(i) The admission fees and annual subscriptions for membership are as follow:

a. Ordinary Membership

Admission Fee: RM300 (Ringgit Malaysia Three Hundred only)

Subsequent Annual Subscription: RM300 (Ringgit Malaysia Three Hundred only).

b. Associate Membership

Admission Fee (first year fee): RM200 (Ringgit Malaysia Two Hundred only)

Subsequent Annual Subscription: RM200 (Ringgit Malaysia Two Hundred only).

c. Honorary Membership

The admission fee and annual fee for Honorary Member is exempted.

d. Lifetime Membership

The admission fee for a Lifetime Member shall be a lump sum of not less than Ringgit Malaysia Three Thousand (RM3,000) only. No annual subscription is payable by a Lifetime Member after his/her admission as a Lifetime Member.

e. Student Membership

Admission Fee (first year fee): RM50 (Ringgit Malaysia Fifty only)

Subsequent Annual Subscription: RM50 (Ringgit Malaysia Fifty only).

(ii) Payment of annual subscription shall be done within 14 days from 1st of January each year. For the purpose of this succession, any part of a year shall be deemed as a membership year.

(iii) Any member who allows his/her arrears to exceed two years subscriptions shall receive a written notification signed by the Secretary or the Vice Secretary, and shall be denied the privileges of membership until he/she settles his/her account.

(iv) Any members who allows his arrears to exceed three years subscriptions shall automatically cease to be a member of the Society, and the Committee may direct legal action be taken against him, provided that they are satisfied that he has received due notice of his debts.

(v) The Committee shall have the power to fix a re-entrance fee for any person who has allowed his membership to lapse through arrears.

(vi) Special subscriptions or levies for particular purposes may be raised from members by resolution of the general meeting of the Society. If any member fails to pay such subscription within such period as may be resolved, the amount due shall be treated in the same way as arrears of annual subscription.

(2) Donation

The Society is allowed to receive donations in the form of money and in-kind. Contributions in the form of money must be declared clearly and accurately in the Society's Annual Statement.

(3) Economic Activity

The Society can carry out economic activities such as selling, buying, investing, renting, owning movable and immovable property as well as other economic activities.

(4) Grant and Funding

The Society can apply, or co-apply with other parties, any grants and fundings from government, international bodies, or any relevant grant or funding providers, for any research and development activities that fulfil the Objectives of the Society.

CLAUSE 7 GENERAL MEETING

(1) The supreme authority of the Society is vested in a general meeting of the members. At least one-half of the voting membership of the Society or the voting members present represent twice the total number of committee members, whichever is the lesser, must be present at a general meeting for its proceedings to be valid and to constitute a quorum.

(2) If half an hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a date (not exceeding 30 days) to be decided by the Committee, and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have the power to proceed with the business of the day but shall not have the power to alter the rules of the Society or make any decision affecting the whole membership.

(3) An annual general meeting of the Society shall be held as soon as possible within 12 months from the previous Annual General Meeting, on a date and a time and place to be decided by the Committee. The business of the annual general meeting shall be:-

a. To receive the minutes of the previous annual general meeting;

b. To receive the Committee’s report on the working of the Society during the previous year;

c. To receive the Treasurer’s report and the audited accounts of the Society for the previous year;

d. To elect a Committee and to appoint an auditor for the ensuring year;

e. To deal with such other matters as may be put before it.

(4) The Secretary shall send to all members at least 7 days before the meeting an agenda including copies of minutes and reports, together with the audited accounts of the Society for the previous year. Copies of these documents will also be made available at the registered place of business of the Society for the perusal of members, or in a Web portal that is shared to all members.

(5) An extraordinary general meeting of the Society shall be convened:-

(i) Whenever the Committee deems it desirable; or

(ii) At the joint request in writing of not less than 1/5 of the members who have the voting rights, stating the objects and reasons for such meeting. The request shall be forwarded to the Secretary.

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

(7) Notice and agenda for an extraordinary general meeting shall be forwarded by the Secretary to all members at least 14 days before the day fixed for the meeting.

(8) Paragraph (1) and (2) of these rules regarding the quorum and the postponement of an annual general meeting shall apply also to an extraordinary general meeting, but with the provision that if no quorum is present after half an hour from the time appointed for a postponed extraordinary general meeting requisitioned by the members, the meeting shall be cancelled, and no extraordinary general meeting shall be requisitioned for the same purpose until after the lapse of at least six months from the date thereof.

(9) The Secretary shall forward to all members a copy of the draft minutes of each annual and extraordinary general meeting within 3 months after the completion of the meeting, via physical mail and/or electronic mail address provided by the member in the membership register and/or a Web portal that is shared to all members.

CLAUSE 8 COMMITTEE

(1) A committee consisting of the following who shall be termed the office-bearers of the Society (hereinafter referred to as “the Committee”), shall be elected at the annual general meeting:-

• One (1) President;

• One (1) Vice President;

• One (1) Secretary;

• One (1) Vice Secretary;

• One (1) Treasurer;

• One (1) Vice Treasurer; and

• Three (3) Committee members;

(2) The Committee may appoint not more than three (3) additional appointed Committee members; and not more than two (2) additional appointed Vice Presidents within the unexpired tenure of office of the Committee.

(3) Complete the process of transfer of powers and handing over ongoing works between the incumbents and the newly elected Committee. The responsibility of all daily affairs of the Society before the completion of the transfer of powers process shall remain with the incumbent Committee members.

(4) All officer-bearers of the Society and every officer performing executive functions in the Society must be Malaysian citizens.

(5) Names of the above officers in paragraph (1) shall be proposed and seconded and election will be by a simple majority vote of the members at the annual general meeting. All the office-bearers shall be eligible for re-election every 3 years.

(6) The function of the Committee is to organise and supervise the day-to-day activities of the Society and to make decisions on matters affecting its running within the general policy laid down by the general meeting. The Committee shall not act contrary to the expressed wishes of the general meeting without prior reference to it and shall always remain subordinate to the general meeting. It shall furnish a report to each annual general meeting on its activities during the previous year.

(7) In the event of death or resignation of a member of the Committee, the candidate with the second highest number of votes in the previous election shall be called to fill the vacancy. If such a candidate is not available or refuses the position, then the Committee has the authority to co-opt another member to fill the vacancy until the next election of office-bearers is held.

(8) The Committee shall give instructions to the Secretary and other officers for the conduct of the affairs of the Society. It may appoint such officers and such staff as it deems necessary. It may suspend or dismiss any officers or members of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out the decisions of the Committee, or for any other reason which it deems good and sufficient in the interest of the Society.

(9) The past Committee must submit all documents of the Society, such as registration certificate, registered constitution, copies of Annual Statements, letters of correspondence, account books, bank books, checks and receipts, land grants, list of assets and so on to the new Committee.

COMMITTEE MEETING

(10) The Committee shall meet at least four (4) times a year. The President acting alone or not less than four (4) of its members acting together may call for a meeting of the Committee to be held at any time.

(11) Subject to the proviso in sub-clause (10) hereof, the notice calling the Committee meeting shall be given not less than seven (7) days prior to the date of the meeting. If a quorum is not present at a Committee meeting, the meeting shall be adjourned to such time, date and place as may be determined by the President. Half (1/2) of the total number of the Committee members shall form a quorum for all meetings of the Committee.

(12) The President shall on a joint requisition by not less than four (4) members of the Committee, proceed to convene an emergency Committee meeting as soon as practicable but in any event not later than ten (10) days after the receipt by the Secretariat of the requisition. If the President does not within twenty one (21) days after the date of delivery of the requisition proceed to convene a meeting, the requisitionists may themselves convene an emergency meeting, but any meeting so convened shall not be held after the expiration of thirty (30) days from the date of deposit of the requisition. PROVIDED THAT any requisition shall state the objectives of the emergency meeting and shall be signed by the requisitionists and delivered to the Secretariat of the Society and provided further that not less than three (3) days notice shall be given in respect of any emergency meeting and half (1/2) of the number of the Committee present (including not less than four of the requisitionists) shall form a quorum. The meeting shall be deemed aborted and no adjournment shall be allowed in the event that a quorum is not present at the meeting within thirty (30) minutes from the time appointed.

(13) The President may call an emergency Committee meeting at any time, as he may deem expedient. The Committee members shall attend the Committee meetings personally and no representatives thereof shall be allowed in the meetings.

(14) Where any urgent matter requiring the approval of the Committee arises and it is not possible to convene a meeting, the Secretary may obtain such approval by means of a circular letter. The following conditions must be fulfilled before a decision of the Committee is deemed to have been obtained:-

(i) The issue must be clearly set out in the circular and forwarded to all members of the Committee;

(ii) At least one-half of the members of the Committee must indicate whether they are in favour or against the proposal; and

(iii) The decision must be by a majority vote. Any decision obtained by circular letter shall be reported by the Secretary to the next Committee meeting and recorded in the minutes thereof.

(15) Any member of the Committee who fails to attend three consecutive meetings of the committee without satisfactory explanation shall be deemed to have resigned from the Committee.

SUB-COMMITTEE

(16) The Committee may appoint any sub-committee for any purpose arising out of or connected with any of the duties, functions and aims laid down under the rules. Any members can become members of this sub-committee.

(17) All sub-committee members and every officer performing duties in the sub-committee can be Malaysian or foreign citizens.

(18) All sub-committee members can be appointed by the Committee, or to be elected through separate election. The sub-committee members or the officers performing duties can be formed by Ordinary Members or Associate Members only.

DISQUALIFICATION OF COMMITTEE MEMBERS

(19) A person shall ipso facto be disqualified from being or remaining as a Committee member the Society, if:

(i) he/she has been convicted of any offence under the Societies Act, 1966; or

(ii) he/she is an undischarged bankrupt; or

(iii) he/she is and has been found or declared to be of unsound mind; or

(iv) he/she ceases to be a member or a duly authorized representative of the members of the Society on whose ticket he/she has been elected; or

(v) he/she shall, without acceptable reason, fail to attend Committee meetings three times consecutively.

(20) The General Meeting may, at the recommendation of the Committee, resolve that a Committee member be removed from his/her office if he/she refuses or is unfit to act, or is incapable of acting; or acts in a manner detrimental or adverse to the interests of the Society.

VACANCY IN COMMITTEE

(21) Any vacated office of a Committee member occasioned by resignation, death or disqualification shall be filled in by the unsuccessful candidate who secured the highest number of votes in the preceding election for the office as a member of the Committee to fill up the vacancy PROVIDED THAT the person filling the vacancy shall serve only the unexpired term.

(22) The Secretary shall submit details of all changes in the Committee to the Registrar of Societies accordingly.

PROHIBITED TOPICS AT MEETINGS

(23) In particular, no information may be exchanged, no formal or informal discussions may be held, and no agreements may be made regarding:

• pricing, pricing strategy and future market behaviour;

• individual sales and payment conditions or discounts, credits and credit terms;

• individual production and or sales costs, methods of cost calculation including formulas, company figures on operating costs, production, inventory, sales etc. also in connection with the submission and content of offers;

• relations with individual suppliers or customers, especially if this could lead to them being forced out of the market;

• trade volumes or limitation of market supply of a product;

• division of markets or sources of supply (e.g. geographically, by customer, by quotas);

• boycotts of customers, competitors or suppliers or so-called “black lists”;

• planned projects concerning technologies, investments, production, design, marketing or distribution for certain products.

(24) At the Society events, the chairperson of the meeting and all other meeting participants must ensure that there is no exchange of competition-sensitive topics, data or even agreements that violate antitrust law both during and in the vicinity of the Society event.

CLAUSE 9 DUTIES OF OFFICE BEARERS

(1) The President shall chair all General and Committee meetings. He shall also represent the Society in its dealings with outside persons.

(2) The Vice President shall assist the President and deputise for him/her in his/her absence.

(3) The Advisor shall have a general advisory role to the Society and shall assist the President, and the Vice President in carrying out of their respective duties.

(4) The Secretary shall carry out the administrative work of the Organization in accordance with the Constitution and shall carry out all the orders of the General Meeting and the Committee. It is his/her responsible for handling correspondence and keeping all records and documents of the Organization, except account books and financial documents. The secretary must keep a member's register book containing detailed information of members by category such as name, place and date of birth, identity card number, occupation, name and address of employer and home address of each member. It should be present in all communities and make notes of meetings.

(5) The Vice Secretary shall assist the Secretary and carry out him/her duty in his/her absence.

(6) The Treasurer is responsible for all financial matters of the Society. He shall be fully responsible for the accuracy of the Society’s financial statements consisting of receipts and expenditure statements and the balance sheet.

(7) The Treasurer shall be responsible for the financial affairs of the Society and collect and disburse all monies on behalf of the Society and shall keep an account of the monetary transactions and shall be responsible for their correctness and preparation of its annual accounts. He is authorised to spend up to Ringgit Malaysia Five Thousand (RM5000.00) per month for petty expenses on behalf of the Society. He will not keep more than Ringgit Malaysia Five Thousand (RM5000.00) in the form of cash and money in excess of this will be deposited in a bank to be named by the Committee. Cheques, etc. for withdrawals from the bank will be signed by any of the President or Vice President, Secretary and Treasurer.

(8) The ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

CLAUSE 10 FINANCIAL PROVISION

(1) Subject to the following provisions in this Constitution, the money of the Society can be used for things that are beneficial to carry out the purposes of the Society, including administrative expenses, salary payments, fees and expenses of salaried officers and staff and auditors' wages.

(2) All monies, whether in cash, cheques or other promissory notes, received by the Society shall be deposited into a bank account approved by the Committee in the name of the Society.

(3) The Treasurer may keep in his custody a sum of cash not exceeding Ringgit Malaysia Five Thousands (RM5,000) at any one time for petty expenses. Money in excess of that amount must be deposited within 7 days into a bank account in the name of the Society.

(4) The Treasurer shall annually at the end of each financial year ending 31st December prepare an annual balance sheet and financial statements in accordance with approved accounting procedures and standards and submit the same duly audited by the appointed auditor to the Committee and the Annual General Meeting for approval respectively, with another copy made available at the registered address of the Society for inspection by the members.

(5) All payment vouchers of the Society shall be subject to the approval of the Secretary.

(6) All checks or withdrawal statements from the Society’s account must be jointly signed by the Chairman or Vice Chairman, Secretary and Treasurer. However, the Committee reserves the right to appoint any of them as a substitute to sign checks or disburse funds of the Society in the absence of any of the signatories.

(7) No expenditure exceeding RM100,000-00 (Ringgit Malaysia Two Hundred Thousand) at any one time shall be incurred without the prior sanction of the Committee and no expenditure exceeding RM200,000-00 (Ringgit Malaysia Two Hundred and Fifty Thousand) in any one month shall be incurred without the prior sanction of a General Meeting. Expenditure less than RM100,000-00 (Ringgit Malaysia Two Hundred Thousand) at any one time may be incurred by the President together with the Secretary or the Treasurer.

(8) Financial statements for a year shall be prepared by the Treasurer and examined by the Auditor appointed under Clause 11 of this Constitution as soon as possible after the end of the financial year. The audited financial statements shall be distributed for the information of the members and submitted for approval by the following Annual General Meeting. Each such copy shall be provided for members' information at the registered address of the Society.

(9) The financial year of the Society shall commence on the 1st January and end on 31st December every year.

CLAUSE 11 AUDITOR

(1) One person who shall not be office-bearers of the Society, shall be appointed by the annual general meeting as Honorary Auditor. He or she shall hold office for three years and may be reappointed.

(2) The Auditor shall be required to audit the accounts of the Society for the year, and to prepare a report or certificate for the annual general meeting. He or she may also be required by the President to audit the accounts of the Society for any period within their tenure of office, at any date, and to make a report to the Committee.

CLAUSE 12 PROPERTY ADMINISTOR / TRUSTEES

(1) Subject to the provisions of this Constitution and sub-clause (2) hereof, all immovable properties of the Society shall be registered under the name of the Society and all instruments relating thereto shall be executed by the following three (3) office-bearers, namely the President, the Secretary and the Treasurer whose identities are duly authenticated by a certificate of the Registrar of Societies.

(2) Unless duly authorized by a resolution of three-fourths (3/4) majority of members present and voting at the Annual General Meeting or Extraordinary General Meeting, the designated office bearers shall not sell, transfer or mortgage or deal with the properties of the Society in any manner whatsoever.

CLAUSE 13 INTERPRETATION

(1) In the event of any question of matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

(2) This Constitution is written in the English and Malay Languages. In the event of any discrepancy or conflict between the two versions, the English version shall prevail.

(3) The Committee shall have the ultimate power to interpret this Constitution or any rules and regulations made thereunder or any part thereof respectively in the event of any ambiguity or differences in the interpretation thereof and such interpretation shall be binding of the members of the Society.

CLAUSE 14 ADVISOR / PATRON

(1) The Society may appoint individual/organisation as the advisor of the Society with majority consent of the Committee Members meeting.

LIFE HONORARY PRESIDENTS, HONORARY PRESIDENTS

(2) All retiring presidents (including all past presidents) shall ipso facto become Life Honorary President of the Society upon his/her retirement from office.

(3) The Committee may appoint individuals who have made special contributions or rendered meritorious service to the Society to serve as President for a term equivalent to the unexpired tenure of office of the Committee making the appointments.

(4) The office of Life Honorary Presidents and Honorary Presidents are all of an honorary nature. The life honorary presidents and Honorary Presidents may attend all the meetings convened by the Society and speak therein PROVIDED THAT nothing herein shall confer any right on the same to vote in the aforesaid meetings.

CLAUSE 15 PROHIBITION

(1) Gambling of any kind, whether for stakes or not, is forbidden on the Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

(2) The Society shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or service which adversely affect consumer interests.

(3) The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office-bearers, Committee or members unless with the prior approval of the relevant authorities.

(4) "Benefits" as defined under Section 2 of the Societies Act 1966, shall not be granted by the Society to any of its members.

(5) All money and profits obtained by this Society as a result of its participation in Economic Activities must be channelled back to the Society to achieve the goals of this Society and cannot be used to pay benefits, profits or bonuses to any member of the Society. However, this provision does not prevent any payment of salary or administrative expenses or both to any member or employee of the Society.

(6) Associations of believers are not allowed to administer house of worship.

(7) The Society shall not raise funds from the public for whatsoever purposes without the prior approval in writing of the relevant authorities inclusive of the Registrar of Societies.

(8) The funds of the Society shall not be used to pay the fines of members who have been convicted in court of law.

(9) The Society shall not be involved in any political activity or allow its funds and/or premises to be used for political purposes.

VISITORS AND GUESTS

(10) Visitors and guests may be admitted into the premises of the Society but they shall not be admitted into the privileges of the Society. All visitors and guests shall abide by the Society’s rules and regulations.

CLAUSE 16 AMENDMENT OF CONSTITUTION

(1) No alteration or addition/deletion to this Constitution shall be made except at a general meeting and with the consent of two-thirds (2/3) of the voting members present at the General Meeting, and they shall not come into force without the prior sanction of the Registrar of Societies.

(2) Without prejudice to any provision in this Constitution, the Committee members shall have the power to:

(i) Interpret this Constitution or any part thereof in the event of ambiguity or differences in the interpretation thereof and such interpretation shall be binding on the members of the Society until countermanded by a General Meeting;

(ii) Deal with any matter affecting the Society which is not specifically provided for by the Articles herein.

CLAUSE 17 DISSOLUTION

(1) The Society shall not be dissolved, except with the consent of not less than three fourth (3/4) of the total voting membership of the Society for the time being resident in Malaysia expressed, either in person or by proxy, at a General Meeting convened for the purpose, testified by their signatures to an instrument of dissolution.

(2) In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of members may determine or donated to an approved charity or charities in Malaysia.

(3) A notice of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

DISPUTES

(4) In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. In the event the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

CLAUSE 18 FLAG, LOGO AND BADGE

Logo Description

Globe

Global market

Connected five dots with different colours

Connecting 5 continents of the world, namely blue represents Europe, Black represents Africa, Red represents America, Yellow represents Asia and Green represents Australia

Dark blue

Peace, knowledge, authority, and reliability