- This Association shall be known as "Persatuan Syarikat
Perindustrian Bebas, Pulau Pinang" (The Free Industrial Zone,
Penang, Companies' Association) and shall herein be referred to as the
Association. The short name of the Association shall be FREPENCA.
- Registered Office
The Registered Office of the Association will be at 1st Floor
Standard Chartered Bank Chambers, Beach Street, Penang. Meetings shall
be held at the Registered Office or at such other places as the
Committee may decide. Its postal address for correspondence shall be
P.O. Box 277, Penang. Any change in the situation of the Registered
Office of the Association must be approved by the Registrar of
Societies.
- Objectives
| 3.1 |
To maintain and improve
communications and relationships amongst its members in
matters of mutual interest as well as with the Government and
its agencies. |
| 3.2 |
To foster community welfare and
cultural activities and to promote positive attitudes toward
industrial workers. |
| 3.3 |
To disseminate to its members
information concerning the actions and decisions of the
Government and its agencies. |
| 3.4 |
To increase the awareness and
understanding of its members regarding policies, procedures
and problems of the Government and its agencies. |
| 3.5 |
To foster and promote through its
existence the basis for transfer of technology, skills and
expertise to citizens of Malaysia in keeping with the
country's aspirations for development. |
- Membership
| 4.1 |
Full Membership: Any
company shall be eligible for Full Membership provided it has
operations in the following Industrial Estates promoted by the
Penang Development Corporation:- (a)
Penang Free Industrial Zones
(b) Bayan Lepas Industrial Park or
operates in Penang under the Free Industrial Zone Act, having
a bonded warehouse. Any such company shall be represented in
the Association by its Chief Executive Officer. |
| 4.2 |
Associate Membership: Any
company shall be eligible for Associate Membership provided it
has a substantial commercial interest in the activities of the
Full Members. Such companies can become
Associate Members only by majority vote of the Full
Membership. Any such company shall be represented in the
Association by its Chief Executive Officer. Associate
Members may attend meetings and express their views but shall
not be eligible to vote on any issue. |
| 4.3 |
Honorary Membership: Any
individual who is interested in the Association and supports
its objectives but is not otherwise represented in the
Association may be granted Honorary Membership by a majority
vote of the Committee. Honorary Members may attend meetings
and express their views but shall not be eligible to vote on
any issue. No University or College University student shall
be admitted as a member of the Association unless he or she
has obtained permission from the Vice Chancellor of the
University concerned. |
- Application Procedure
| 5.1 |
Every application for membership
shall be proposed and seconded by two existing members and
shall be forwarded to the Secretaries who shall, at the
earliest opportunity, submit it to the Full Members for
approval by a simple majority. Members need not state any
reason for voting "No" to any new application. |
| 5.2 |
Every applicant whose application
has been approved shall, upon payment of the prescribed
entrance fee and subscription, be admitted as a member of the
Association and shall be entitled to all the privileges of
membership. |
| 5.3 |
All members shall be supplied with
a copy of the rules and constitution of the Association
together with all amendments. |
- Entrance Fees, Subscriptions and Other Dues
| 6.1 |
The entrance fee shall be $150 for
Full and Associate Members joining before 15 July 1978, and
$250 for Full and Associate Members joining after 14 July
1978. The monthly subscriptions for Full and Associate Members
shall be $50 per month with effect from 1st July 1980.
Honorary members need not pay any fees. All monthly
subscriptions are however suspended for the period 1 March
1979 to 31 December 1979, and all members are not required to
pay such subscriptions for this period. Thereafter, the
Association is empowered to suspend or amend the rate of
Members' subscriptions at its Annual General Meeting subject
to majority vote. |
| 6.2 |
All subscriptions shall be payable
to the Secretaries and Treasurers six months in advance within
seven days after the first of each January or July
respectively. |
| 6.3 |
Any member who allows his
subscription arrears to exceed two months from January or July
as the case may be shall receive a written notification,
signed by or on behalf of the Secretaries and Treasurers and
shall be denied the privileges of membership until he settles
his account. |
| 6.4 |
Any member who allows his
subscription arrears to exceed three months from January or
July as the case may be shall automatically cease to be
a member of the Association. |
| 6.5 |
The Committee shall have power to
fix a re-entrance fee for any company who has allowed its
membership to lapse through arrears. |
| 6.6 |
Special subscriptions or levies for
particular purposes may be raised from members by resolution
of the General Meeting of the Association. If any member fails
to pay such subscriptions within such period as may be
resolved, the amount due shall be treated in the same way as
arrears of subscriptions. |
- Resignation
Any member who wishes to resign from the Association shall give two
weeks notice in writing to the Secretaries and Treasurers and shall
pay all dues then owed.
- General Meeting
| 8.1 |
The forum for the resolution of all questions
regarding the operation of the Association shall be the
General Meeting of its members. At least one third of the Full
Members of the Association must be present at a General
meeting for its proceedings to follow and to constitute a
quorum. |
| 8.2 |
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 14 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 power to proceed with the business
of the day but they shall not have power to alter the rules of
the Association or to make decisions affecting the whole
membership. |
| 8.3 |
An annual General Meeting of the Association
shall be held within 60 days after the close of each financial
year on a date and at a time and place to be decided by the
Committee. The business of the Annual General Meeting shall be
: -
| (a) |
To receive the Committee's report on the working of
the Association during the previous year; |
| (b) |
To receive the Secretaries and Treasurers' report
and the audited accounts of the Association for the
previous year; |
| (c) |
To vote on the roster of companies as set forth in
section 9.3 and to appoint auditors for the ensuing
year; |
| (d) |
To deal with such other matters as may be put before
it. |
|
|
A Mid-Year General Meeting of the Association
shall be held within 60 days after the end of the first half
of the fiscal year. Its business and all other rules
pertaining to it shall be the same as for the Annual General
Meeting except that there will be no changes to the roster of
companies (item 8.3 (c)) and such reports as are received
shall only cover the working of the Association during the
first six months of the year. |
| 8.4 |
A preliminary notice of the Annual General
Meeting stating the date, the time and the place, and calling
for motions for discussion, motions for amendment of the Rules
and nominations for the election of the Committee shall be
sent by the Secretaries and Treasurers to all members not
later than 14 days before the date fixed for the meeting. |
| 8.5 |
The Secretaries and Treasurers shall send to
all members at least 14 days before the meeting an agenda
including copies of minutes and reports, together with the
audited accounts of the Association for the previous year. |
| 8.6 |
Nominations for officers and any matters which
members feel to be important shall be presented during the
General Meeting. |
| 8.7 |
An Extraordinary General Meeting of the
Association shall be convened:
| (a) |
whenever two or more Committee Members
deem it desirable, or |
| (b) |
at the joint request in writing of not
less than one third of the Full Members, stating the
objects and reasons for such meeting. |
|
| 8.8 |
An Extraordinary General Meeting requisitioned
by Members shall be convened for a date within thirty days of
the receipt of such requisition. |
| 8.9 |
Notice and agenda for an Extraordinary General
Meeting shall be forwarded by the Secretaries and Treasurers
to all members at least 15 days before the date fixed for the
meeting. |
| 8.10 |
Paragraphs (8.1) and (8.2) of this rule
regarding the quorum and the postponement of an Annual General
Meeting shall apply also to an Extraordinary General Meeting,
but with the proviso that if no quorum is present after half
an hour from the time appointed for a postponed Extraordinary
General Meeting requisitioned by 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. |
| 8.11 |
The Secretaries and Treasurers shall forward to
all Members a copy of the draft minutes of each Annual and
Extraordinary General Meeting within 30 days after its
conclusion. |
- Committee Organisation
| 9.1 |
The Affairs of the Association shall be conducted by a
Committee of not more than five Members, including the
President, Vice-President and three Committee Members to be
elected biennially by majority vote at the Annual General Meeting. These
Committee Members shall be senior managers of companies
holding Full Membership, appointed by those companies to
represent them in the Association. |
| 9.2 |
The Committee Members shall hold office for two years and
are eligible for re-election. |
| 9.3 |
A roster of member companies shall be established and
approved by majority vote at the General Meeting. All Full
Members shall appear on the roster unless they decline to
participate as Committee Members. |
| 9.4 |
As nearly as possible, the roster shall reflect the
composition of the companies holding Full Membership so that
at no time is it likely that any one industry is
disproportionately represented on the Committee. |
| 9.5 |
In the event that a Full Member company originally on the
roster declines to serve or is unable to serve when its term
from the roster comes due, the next Member on the roster will
be asked to serve that term. |
| 9.6 |
The Annual General Meeting will be convened during the month
of February. The roster then in effect will have added to it
the names of any new member companies. The sequence of
companies may be altered if that is the vote of companies. The
sequence of companies may be altered if that is the vote of
the majority but as far as possible every attempt must be made
to ensure that every company who is willing to serve is
represented for one term on the Committee before any other
company may serve a second term. |
| 9.7 |
In the event that a Committee Member is unable to complete
his term, the company which he represents may appoint a
replacement for the balance of his term. If they choose not
to, the company which is next on the roster and whose senior
management representative is eligible to serve on the
Committee, shall be invited and appointed by the Committee
Members to fill the unexpired term as well as the term that it
was originally scheduled to fill. |
- Committee Functions and Duties
| 10.1 |
The function of the Committee is to organize and supervise
the day-to-day activities of the Association and to make
decisions on matters affecting its running within the general
policy laid down by the General Meeting. The Committee may 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. |
| 10.2 |
The Committee shall meet at least once every two months, and
seven days notice of each meeting shall be given to the
Members. The President acting alone, or not less than three of
its Members acting together may call for a meeting of the
Committee to be held at any time. At least one half of the
Committee Members must be present for its proceedings to be
valid and to constitute a quorum. |
| 10.3 |
Where any urgent matter requiring the approval of the
Committee arises and it is not possible to convene a meeting;
the President 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 : -
| (a) |
The issue must be clearly set out in the circular
and forwarded to all Members of the Committee; |
| (b) |
At least three of the Members of the Committee must
indicate that they are in favour of the proposal in
order for it to be passed. |
|
|
Any decision obtained by circular letter shall be reported
by the President to the next Committee Meeting and recorded in
the minutes thereof. |
| 10.4 |
Any Member of the Committee who fails to attend two
consecutive meetings of the Committee without satisfactory
explanation shall be deemed to have resigned from the
Committee. |
| 10.5 |
The Committee shall give instructions to the Secretaries and
Treasurers and other officers for the conduct of the affairs
of the Association. It may appoint such organisers and such
staff as it deems necessary. It may suspend or dismiss any
organisers or member 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 Association. |
| 10.6 |
Between General Meetings, the Committee shall interpret the
rules of the Association and, when necessary, determine any
point on which the rules are silent. |
| 10.7 |
Except where they are contrary to or inconsistent with the
policy previously laid down by the General Meeting, the
decisions of the Committee shall be binding on all members of
the Association unless and until countermanded by a resolution
of a General Meeting. |
- Duties of Office-Bearers
| 11.1 |
The President shall during his term of office preside at all
General Meetings and all meetings of the Committee and shall
be responsible for the proper conduct of all such meetings. He
shall have the casting vote and shall sign the minutes of each
meeting at the time they are approved. In the absence of the
President, the Vice-President shall preside as Chairman at
these meetings, and in the absence of both, the members
present shall choose a Chairman from among themselves. |
| 11.2 |
The Secretaries and Treasurers shall conduct the business of
the Association in accordance with its rules, and shall carry
out the instructions of the General Meeting and of the
Committee. They shall be responsible for conducting all
correspondence as directed by the Committee. They shall be
responsible for keeping all books, documents and papers of the
Association. They shall be responsible for the finances of the
Association. They shall keep accounts of all its financial
transactions and shall be responsible for their correctness. |
- Financial Provisions
| 12.1 |
Subject to the following provisions in this rule, the funds
of the Association 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 and
expenses to its office-bearers and paid staff, and the 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
now be expended in the form of a cash donation. |
| 12.2 |
All cheques or withdrawal notices on the Association's
account shall be signed by the Secretaries and Treasurers, and
countersigned by the President or Vice-President. |
| 12.3 |
The Committee shall have power to sanction expenditure up to
and including $1,000 at any one time. Any sum exceeding that
figure shall not be incurred without the prior sanction of a
General Meeting of Members, except the remuneration of the
Secretaries, Treasurers and Auditors. No one Committee Member
shall be allowed to approve his own expenses. |
| 12.4 |
Within 14 days after the end of each financial year, a
statement of income and expenditure and a balance sheet for
the year shall be prepared and audited by the Auditor/Auditors
appointed under Rule 13. The audited accounts shall be
submitted for the approval of the next Annual General Meeting
and copies shall be made available at the Registered Office or
place of meeting of the Association for the perusal of
Members. The Association's financial year commences on the 1st
January to 31st December annually. |
- Audit
| 13.1 |
The Annual General Meeting shall appoint as paid Auditor a
qualified accountant (or firm of accountants) who shall not be
a member of the Association. The Auditor thus appointed shall
not be a member of the Association. The Auditor thus appointed
shall hold his appointment until his resigns or until his
appointment is otherwise terminated by the General Meeting. |
| 13.2 |
The Auditor/Auditors shall be required to audit the accounts
of the Association for the year, and to prepare a report or
certificate for the Annual General Meeting. He/They may also
be required by the President to audit the accounts of the
Association for any period within their tenure of office at
any date, and to make a report to the Committee. |
- Prohibitions
| 14.1 |
The Association shall not entertain any matters relating to
trade unions, wages, working conditions or work rules of the
Member companies. |
| 14.2 |
The Association will not be involved in nor will it support
in any way, any political or religious activities. |
| 14.3 |
The Association shall not engage in any illegal or morally
offensive activities. |
| 14.4 |
The Association shall not attempt to restrict or in any
other manner interfere with the trade or prices or engage in
any Trade Union activities as defined in the Trade Union
Ordinance, 1959. |
| 14.5 |
The Association shall not hold any lottery, whether confined
to its Members or not, in the name of the Association or its
Committee, Office-bearers or Member. |
| 14.6 |
The Association is prohibited from having affiliation or
connection with any society established outside the
Federation. |
- Amendment of Rules
These Rules may not be altered or amended except by resolution of a
General Meeting. Such alterations or amendments shall take effect from
the date of their approval by the Registrar of societies.
- Dissolution
| 16.1 |
The Association may be voluntarily dissolved by a resolution
of not less than three-fifths of the total membership. |
| 16.2 |
In the event of the Association 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. |
| 16.3 |
The notice of the dissolution shall be given within 14 days
of the dissolution to the Registrar of Societies. |
Note : These Rules incorporate amendments approved by the
Registrar of Societies up to May 1996.
|