1. In these Rules, unless the context requires otherwise: –
(a) The expression ‘the Association‘ shall mean the Malayan Agricultural Producers Association.
(b) The expression ‘Member’ shall mean any Employer duly admitted to membership under these Rules whose name has been entered on the Register.
(c) The expression ‘Employer’ shall mean a person, partnership, association, company or corporation who or which is the owner and/or lessee and/or sub-lessee in possession of an estate or estates in the States of Malaya or is the owner of a factory or installation in the States of Malaya.
(d) The expression ‘estate’ shall mean any piece of land alienated for agricultural purposes which is in extent not less than the minimum acreage which the Council may from time to time decide and which is cultivated for the purpose of producing rubber, palm oil, coconut, tea, pineapple, manila hemp, cocoa or such other agricultural products as the Council may from time to time decide.
(e) The expression ‘factory or installation’ shall mean any factory or establishment for the primary processing, including the preparation, packing, storage or export, of agricultural products.
(f) The expression ‘the Council’ shall mean the Council of the Association and Shall include any Committee thereof to the extent to which such Committee is authorized by these Rules or by delegation by the Council to exercise any power of the Council.
(g) The expression ‘the Register’ shall mean the Register of Members of the Association as provided by these Rules.
(h) The expression ‘the Trustee’ shall mean the Trustee duly appointed under these Rules as required by the Ordinance.
(i) The expression ‘Employees’ shall mean persons employed by members on their estate, factories or installations, who do not belong to any category or categories which the Council may from time to time decide to exclude from the meaning of such expression.
(j) The expression ‘Trade Union’ shall mean any Trade Union (other than the Association) which is duly registered and lawfully entitled to function as a Trade Union under the Ordinance.
(k) The expression ‘the Ordinance’ shall mean the Trade Unions Ordinance, 1959, the Regulations made thereunder or adopted thereby and any statutory amendment or re-enactment thereof for the time being and from time to time in force.
(l) The expression ‘The Rules shall mean these Rules including any amendments, alterations and additions made thereunder from time to time and registered under the Ordinance.
(m) The expression ‘the Registrar’ shall mean the Registrar of Trade Union’s appointed under the Ordinance.
(n) ‘In writing’ shall mean written, printed, typed or lithographed.
(o) Words importing the singular number only shall include the plural number and vice versa.
(p) Words importing the masculine gender shall include the feminine.
(q) Words referring to officers of the Association such as President, Deputy President etc., shall include persons acting in such office and, where the context so admits, deputies and assistants.
(r) The expression ‘Director’ shall have the same meaning and functions assigned to a Secretary of a trade union as in the Trade Unions Ordinance, 1959 and Trade Unions Regulations, 1959.
2. The name of the Association shall be ‘The Malayan Agricultural Producers Association’.
3. The registered office of the Association shall be the Unit K03-08-08, Tower 3, UOA Business Park, 1, Jalan Pengaturcara U1/51A, 40150, Shah Alam, Selangor, or in such other places as may from time to time be decided by the Council.
4. The objects of the Association shall be: –
(a) To secure the complete organization in the States of Malaya of all agricultural employers;
(b) To promote, protect and defend the interests of such employers and of employers in general;
(c) To maintain and promote good relations between members and employees;
(d) To secure mutual support and co-operation in dealing with demands made or action taken by employees or any combination of employees or by any Trade Union on all matters or questions affecting the general or common interest of members;
(e) To regulate relations between members or any one or more groups of members and employees and between members and members;
(f) To fix points of custom and advise on forms of contracts between members and employees;
(g) To undertake the settlement of disputes between members or between members or any one or more of them and employees and for this purpose to represent them in any negotiation or other proceeding in connection therewith;
(h) To represent members or any one or more of them in any trade dispute in which he or they may be directly or indirectly interested including representation on any wages council, conciliation or mediation or other board, statutory or otherwise;
(i) To promote or oppose legislative or other measures affecting or likely to affect the interests of its members or of employers generally, to communicate with and make representations to public and similar authorities on all matters affecting the interests of members and other employers and to co-operate with other associations, societies, or similar bodies in all such matters;
(j) To collect and collate reliable information and statistics and responsible opinion on matters of interest to members;
(k) To finance, to the extent approved by the Council and subject to the provisions of the Ordinance, any member or members who shall directly or indirectly be involved in or be partly to any litigation, arbitration or other legal proceedings arising out of any dispute with a Trade Union or with any employee or employees;
(l) To promote, organize and finance any scheme for the provision of pay or other benefits (including the supply of food) for any employee or employees;
(m) To promote or encourage any technical or other forms of education or research for the development of efficient employees in all or any branches of agriculture;
(n) To purchase, take on lease or license, or hire, or otherwise acquire movable or immovable property of any kind and to construct, maintain or alter any buildings in furtherance of the objects of the Association and to sell, ex-change or otherwise dispose of any movable or immovable property on such terms as it may consider expedient subject, however, to the provisions of Sections 47 to 49 inclusive of the Ordinance;
(o) To prosecute or defend any suits, applications, and proceedings before any Court or tribunal whatsoever as may be deemed necessary or expedient in the interests of the Association or its members;
(p) To print and publish newspapers, periodicals, and pamphlets for the spreading of information with respect to matters having relation to the objects of the Association;
(q) To establish branch offices and local committees to deal with local matters as the Council may from time to time decide and subject to such regulations, bye-laws or other provisions as the Council may prescribe in that behalf;
(r) To become a member of or to act in conjunction or to affiliate with, and to appoint representatives to any association, federation, or union of employers, either in the States of Malaya or elsewhere, in conformity with the Ordinance;
(s) To sign and execute all deeds, documents and other instruments of every nature and kind whatsoever for carrying out the purpose of the Association and to do all matters and things required or deemed necessary to comply with the requirements of the Ordinance;
(t) To accept, undertake, or execute any trust or gift which may be deemed to be in accordance with or which may further or benefit the objects of the Association or any of them;
(u) To lend, borrow, or raise, or secure the payment of money in such manner as the Association shall think if upon such terms or conditions as shall be deemed expedient;
(v) To raise funds by means of subscriptions of members and levies on members or otherwise for all the purposes and objects of the Association in such amounts and in such manner as is provided for in these Rules;
(w) Generally to promote and protect the mutual interests of members and other employers of labour and of employees and to do all such other lawful things as are incidental and conducive to the attainment of the above objects or any of them.
4A.The Association shall not be authorized or empowered to represent any member or group of members in any dispute or negotiation with employees or trade unions representing employees unless specifically authorized for the purpose by such member or group of members.
5. (a) Membership in the Association shall, subject to the provisions of paragraphs (b) and (c) following, be open to persons, partnerships, associations, companies and corporations who are employers as defined in paragraph (c) of Rule 1.
(b) All employers within the meaning of paragraph (c) of Rule 1, who at or prior to the Inaugural Meeting of the Association have signified in writing their wish to become members of the Association and to conform to the Rules of the Association for the time being in force, shall be deemed to be members of the Association and their names and other relevant particulars shall be entered in the Register accordingly.
(c) Any other person, partnership, association , corporation or company, who is an employer within the meaning or paragraph (c) of Rule 1 and wishes to join the Association, shall send to the Director an application substantially in the form set out in the First Schedule to these Rules which shall be referred by the Director as soon as possible to the Council or to the Committee appointed by the Council to deal with such application, the Council or the Committee may, in its discretion, approve or reject the application without assigning any reasons therefore. Such decision shall be final provided however that, where the application is rejected by the Committee the applicant shall have the right of appeal to the Council.
Representation of Members
6. (a) Any person who is a member shall, unless he notifies the Director in writing of his intention to act for himself, nominate and appoint a person, partnership, association, corporation or company resident or carrying on business in the States of Malaya to be his nominee and to represent him for all purposes in all matters affecting his membership of the Association.
(b) Any partnership, association, corporation or company, which is a member, may be represented for all purposes in all matters affecting its membership by a partner, officer, secretary or director or other person authorized in writing by such association or by the Board of the corporation or company or may nominate and appoint any person, partnership, association, corporation or company resident or carrying on business in the States of Malaya to be its nominee and to represent it for such purpose.
(c) Where a partnership, association, corporation or company is nominated to represent a member, a partner or person authorized in writing by a partner or any secretary or other person authorized in writing by an association or any director or secretary or other person authorized in writing by the Board of a corporation or company shall be entitled to attend and vote on behalf of the member whom such nominee represents.
(d) Every nomination and appointment under this Rule shall be in writing and shall be substantially in the form in the Second Schedule to these Rules.
7. The Director shall maintain a Register of members at the registered office of the Association, which shall contain the following particulars: –
(a) The name and address of each member;
(b) The name and address of the nominee, if any, appointed by the member under Rule 6;
(c) The name of the estate or of all estates of which the member is owner or lessee or sub-lessee in possession and of any factory or installation of which he is owner;
(d) The date on which the member joined the Association;
(e) The date, where appropriate, on which member ceased to be a member;
(f) In the case of estates, the planted acreage of each estate and, in the case of factories or installations, the number of workers employed in each factory or installation at the date on which application is made for membership and on the 31st of December of each year thereafter;
(g) Such other particulars as the Council may from time to time direct.
The Register shall be open for inspection by members and officers of the Association during normal hours of business at the registered office of the Association.
Notices to Members
8. All notices sent or required to be sent by these Rules shall be deemed to have been duly served if sent by the Director through the post by pre-paid letter or post-card.
(i) in the case of a member who has not appointed a nominee to the member at the address in the States of Malaya last notified by him in writing to the Director; and
(ii) in the case of a member who has appointed a nominee to such nominee at the address last notified by him in writing to the Director.
Obligations of Members
9. (a) All members shall be bound by these Rules and by any decision of the Association or the Council made there-under and shall in default be liable to expulsion from membership.
(b) No member shall declare a lock-out without giving the Council fourteen days’ prior notice of his intention to do so.
(c) No member shall, without the consent of the Council, knowingly employ any person who is on strike or has been locked out from the service of another member.
(d) Members shall submit as and when requested by the Council returns giving such particulars as the Council may from time to time decide; provided that no information relating to any individual member shall be disclosed to any person other than a member of the Council or the officials of the Association responsible for the collection of such particulars without the consent of such member.
(e) Every member shall report to the Association particulars of any demands in respect of wages and other terms and conditions of employment made by or on behalf of his employees or by a Trade Union and of any agreement or settlement reached thereon.
Resignation of Members
10. Any member wishing to resign from the Association shall submit his resignation in writing to the Director and such resignation shall take effect upon the member paying all sums due by him to the Association as subscription or otherwise. The member so resigning shall thereafter cease to have any further interest in the funds and/or the property of the Association.
Conduct of Members
11. (a) If not less than ten members of the Association inform the President (or, in his absence, the Senior Deputy President) in writing that in their opinion the conduct of any member has been prejudicial to the interests of the Association, the matter shall be referred to a meeting of the Council specially convened for the purpose.
(b) The member concerned shall be given not less than seven days’ notice in writing of such meeting and the notice shall set out briefly the grounds on which his conduct has been called in question.
(c) The member concerned shall have the right to be present in person or to be represented by this nominee at such meeting and to be heard but the member nor the nominee shall be entitled to vote thereat. After the member or his nominee, as the case may be, has been heard, the Chairman may call on him to withdraw from the meeting.
(d) The Council may, if it is of opinion that the member’s conduct has been prejudicial to the interests of the Association, resolve that the member be expelled from the Association but such resolution shall not be effective unless it is confirmed at a further meeting of the Council which shall be held not earlier than seven days nor later than twenty-one days thereafter. Upon such confirmation the member concerned shall be so informed in writing and shall thereupon cease to be a member of the Association and to have any interest in the funds and/or property of the Association.
(e) The Council may in lieu of expulsion permit the member concerned to compound by paying as a penalty such sum not exceeding five hundred dollars as the Council may decide.
12. (a) The Council may admit to affiliate membership the Council of Malayan Smallholders Associations or other similar associations or bodies upon such terms and conditions as may be mutually agreed subject however to the provisions of Rules 18 (a) and 21 (e)(i).
(b) Affiliated associations shall be entitled to nominate such number of representatives as the Council may from time to time decide to attend and vote in accordance with the provisions of Rules 18(a) and 21(e)(i) at meetings of the Council, save and except meetings held under Rule 11.
(c) Affiliated associations and their members shall not, except to the extent provided by this Rule and by any agreement between any such association and the Council, be subject to any of the obligations or be entitled to any of the privileges of membership in the Association.
13. The official year of the Association shall be from 1st April to 31st March.
14. (a) Each member shall pay an annual subscription based on the planted acreage as last recorded in the Register of all estates of which he is owner or lessee or sub-lessee in possession and, in the case of factories or installations, on the number of workers employed in each such factory or installation, at such rates as the Council may decide subject to a minimum subscription of ten dollars; provided that any member admitted to membership after 30th April shall, in respect of the official year in which he was admitted to membership, pay subscription at one-twelfth the rate fixed by the Council for such year for each month or part of a month between the date of admission to membership and the end of such official year subject however to a minimum of ten dollars.
(b) Subscriptions shall be paid annually in advance and shall become due and payable on 1st April or in the case of a new member, on the date on which he is notified by the Director of his admission to membership.
(c) The Council may, upon application made by a member in that behalf remit up to forty per cent of the subscription due by such member for the year provided that the subscription payable after such remission shall not be less than ten dollars.
15. If the Council at any time decides that an emergency has arisen which requires that a levy be made, a resolution to that effect setting out the rate or rates of such levy and the date on which it would be payable shall be referred to members for decision by secret ballot. If three-fourths of the valid votes cast on such secret ballot are in favour of such levy, the levy shall become payable on the date specified in the resolution.
Arrears of Subscription and Levies
16. (a) Any member who is in arrears for six months with his annual subscription or any part thereof or for two months with any levy or any part thereof shall cease to be entitled to the privileges of membership and may, at the discretion of the Council, be required to pay a penalty not exceeding ten per cent of the arrears due.
(b) Any such member who fails within one month of a written demand by the Director to pay the arrears of subscription and/or levy and any penalty imposed under the provisions of the preceding sub-paragraph shall ipso facto cease to be a member of the Association and shall thereupon cease to have any interest in the funds and/or the property of the Association. The amount due by the member shall nevertheless remain payable by him and may be recovered at law by proceedings instituted by the Director.
(c) Upon any application for re-admission by a member, whose membership has ceased under the provisions of the preceding sub-paragraph, the Council may at its discretion, require payment of the whole or any part of the arrears as it may decide as a condition precedent to readmission.
Management and Control
17. (a) The management of the Association shall be vested in the Council as hereinafter constituted which shall have the power, subject only to these Rules, to regulate, manage and control all the affairs of the Association and to carry out its objects and for this purpose the Council shall exercise all the powers of and may do all such acts and things as may be done or exercised by the Association save only such matters as are required by the Ordinance or these Rules to be decided by a secret ballot of members.
(b) Without prejudice to the generality of the powers hereinbefore conferred the Council shall have the power: –
(i) to appoint, dismiss and/or transfer the Director and such other officials and employees as the Council may from time to time consider necessary or desirable and to fix their remuneration;
(ii) to appoint such Committees composed of members of the Council or otherwise, with or without power to co-opt, as the Council may decide, and to delegate to such Committees, subject to such conditions and restrictions as it may specify, all or any of the powers vested in the Council by these Rules;
(iii) to regulate and control the finances of the Association;
(iv) to frame Bye-laws and to rescind, alter and add to any of them provided that no such Bye-law shall be valid if it is repugnant to any of the provisions of the Ordinance or of these Rules;
(v) To appoint such advisory committees as it may from time to time decide to serve at central or local level in accordance with such directions as the Council may issue.
Composition of the Council
18. (a) The Council shall consist of: –
(i) 24 members or members’ nominees as follows: –
Acreage Group A – 6 members or members’ nominees elected by
members whose registered acreage is not more than 2,000 acres.
Acreage Group B – 6 members or members’ nominees elected by
members whose registered acreage is more than 2,000 acres but not more than 5,000 acres.
Acreage Group C – 6 members or members’ nominees elected by
members whose registered acreage is more than 5,000 acres but not more than 15,000 acres.
Acreage Group D – 6 members or members’ nominees elected by
members whose registered acreage is more than 15,000 acres.
(ii) The Affiliate-Group consisting of representatives nominated under the provisions of Rule 12(b).
(b) For the purposes of the grouping of members as set out in paragraph (a), a member owning a factory or installation shall be allotted to: –
Acreage Group A – if the number of employees employed in such
factory or installation is not more than 150.
Acreage Group B – if the number of such employees is more than
150 but not more than 750.
Acreage Group C – if the number of such employees is more than
750 but not more than 1,500.
Acreage Group D – if the number of such employees is more than
(c) Notwithstanding the provision of paragraph (a) above, the first Council shall be elected at the Inaugural Meeting of the Association and the members or members’ nominees so elected shall be allocated to the Acreage-Groups referred to in paragraph (a) above as decided by such meeting. Members of the first Council shall hold office as follows: –
One member from each of the four Acreage-Groups selected by lot at meetings of the Council held not less than two months before the First, Second, Third, Fourth, Fifth and Sixth Annual General Meetings respectively, shall vacate office at each such Annual General Meeting.
(d) The vacancies created by the vacation of office of members of the Council under the provisions of this Rule shall be filled by election in the manner set out in sub-paragraph (f) below and members of the Council elected to fill such vacancies shall hold office from the date of the Annual General Meeting next following their election until the date of the Annual General Meeting held in the sixth year thereafter.
(e) Members of the Council vacating office under the provisions of paragraphs (c) and (d) above shall be eligible for re-election.
(f) (i) Notices shall be issued to members not less than six weeks
before the date of the First and of each subsequent Annual General Meeting calling for nominations for election to the Council in place of members of the Council vacating office under the provisions of this Rule.
(ii) Nominations shall be signed by the members proposing and seconding the nomination and by the member or member’s nominee nominated signifying his willingness to serve if elected and shall be sent to reach the Director not less than twenty-one days before the date of the Annual General Meeting.
(iii) If more than one nomination is received in respect of any Acreage-Group, a secret ballot shall be taken of members in such Acreage-Group.
(g) Any casual vacancy arising in the Council shall be filled by election by the members of the Council in the Acreage-Group in which such vacancy occurs, but so however that a member or member’s nominee elected to fill a casual vacancy shall hold office for the remainder of the period of office of the member whom he replaces.
19. The Council shall at its first meeting after the Inaugural Meeting and thereafter at the first meeting held after the Annual General Meeting each year elect from among its members a President, a First Deputy-President, who shall also be the Treasurer of the Association, and a Second and a Third Deputy-President, who shall hold office until the date of the Annual General Meeting next following.
20. Any casual vacancy in the offices of President and of Deputy Presidents shall be filled by election by the Council.
Proceedings of the Council
21. (a) Meetings of the Council shall be convened as directed by the President or, in his absence, the senior Deputy-President, provided that a meeting shall be convened on the written requisition of five or more members of the Council, which requisition shall specify the matter or matters to be considered by the Council at such meeting.
(b) Not less than seven days’ notice in writing shall normally be given or meetings of the Council unless the President or, in his absence, the Senior Deputy-President considers the situation one of urgency which precludes the giving of such notice.
(c) The quorum for a meeting of the Council shall be eight (8) members.
(d) The President, or, in his absence, the Senior Deputy-President present, shall take the Chair at meetings of the Council. In the absence of the President and the Deputy Presidents, those present shall elect a Chairman by a show of hands.
(e) (i) Voting on all matters brought up at meetings of the Council
shall ordinarily be by show of hands but no decision shall be valid unless it is supported by a majority of members present and voting in each of not less than four out of the five Groups of the Council referred to in Rule 18 (a);
(ii) Any member may, however, at any time before or immediately after a vote by show of hands is taken demand that the matter be submitted for decision by a secret ballot of members of the Association or of such members as will be affected by the decision on such matter, as the case may be. Upon such demand being made and provided one-third of the members present agree that the matter under consideration involves a question of policy, the matter shall be so submitted to a secret ballot of members or of the members concerned, as the case may be, without any vote, if no vote has already been taken. Where a vote has been taken, the decision upon such vote shall be of no effect.
22. Members of the Council shall be reimbursed out of the funds of the Association in respect of expenses incurred in attendance at meetings or otherwise in and about the affairs of the Association.
Secret Ballot of Members
23. Decisions on the following matters shall be by secret ballot of members of the Association: –
(a) the election of members of the Council;
(b) all matters relating to lock-outs;
(c) the imposition of a levy under Rule 15;
(d) the amendment of these Rules;
(e) the dissolution of the Association;
(f) joining or forming a federation of trade unions;
(g) changing the title of the Association;
(h) any matters referred to a secret ballot under Rules 21(e)(ii) and Rule 27(f).
24. On a secret ballot each member shall be entitled to one vote.
25. The following procedure shall be followed in the taking of a secret ballot: –
(a) The ballot papers shall be prepared in such a manner that the vote is recorded merely by marking a cross either for or against a particular proposal or against the name of the person or persons whose election is desired by the member.
(b) The Council shall: –
(i) decide the period within which the ballot is to be taken and the last date for the receipt of completed ballot papers, which shall be marked on each ballot papers; and
(ii) appoint three Scrutineers, who shall not be members of the Council, to take charge of the ballot or, alternatively, may decide that the Auditors of the Association shall do so.
(c) The Scrutineers shall ensure: –
(i) that ballot papers are sent to all members entitled to vote;
(ii) that each ballot paper is marked with the correct Acreage-Group to which the member concerned belongs; and
(iii) the secrecy of the ballot.
(d) Members shall vote by post and each member shall vote by marking a cross or crosses as the case may be and shall not make any other mark or entry on the ballot paper. The Ballot paper shall be sent to the Director by post in the envelope provided for the purpose.
(e) The Director shall retain the envelopes unopened until the final date for the receipt of completed ballot papers when they shall be opened and the votes checked and counted by the Scrutineers.
(f) The Scrutineers shall submit to the Council a certificate setting out the result of the ballot including the number of spoilt votes.
(g) The ballot papers shall be retained in the safe custody of the Director for a period of six months from the final date for the receipt of completed ballot papers and shall there-after be destroyed.
26. (a) On a secret ballot of all members of the Association no decision shall be valid unless: –
(i) in the case of a proposal to impose a levy, three-fourths of the valid votes cast are in favour of such a levy;
(ii) in the case of a proposal to change the title of the Association, two-thirds of the members are in favour of such change; and
(iii) in all other matters, a majority of members casting valid votes in each of the four Acreage-Groups referred to in Rule 18(a) vote in favour of such decision.
(b) Decisions on a secret ballot of members in any group shall be by simple majority of the valid votes cast by the members in such group.
Annual General Meeting
27. (a) The Annual General Meeting of the Association shall be held as soon as practicable after the close of the official year of the Association and, in any event, not later than 31st July.
(b) Not less than 21 days’ notice shall be given to members of the date of the Annual General Meeting.
(c) The President or, in his absence, the Senior Deputy-President present shall take the Chair at the Annual General Meeting. In the absence of the President and Deputy-Presidents, the Meeting shall elect a Chairman by show of hands.
(d) The Agenda for an Annual General Meeting shall include: –
(i) Consideration of the annual returns required to be filed with the Registrar in accordance with the Ordinance.
(ii) Consideration of, and, if approved, adoption of the Annual Report and Statement of Accounts for the previous year.
(iii) Appointment of Auditors.
(iv) Appointment of Solicitors.
(v) Consideration of any other matter of which not less than 14 days’ notice in writing has been given to the Director.
(e) The quorum at an Annual General Meeting shall be twenty-five members present in person or represented by nominee.
(f) Voting at an Annual General Meeting shall be by show of hands, the Chairman having a casting vote in the event of an equality of votes provided that, if ten members present demand that any matter raised under sub-paragraph (d)(v) above be submitted for decision to a secret ballot of members, such matter shall be referred to the Council to enable a secret ballot to be taken.
Finance, Property and Accounts
28. (a) The funds of the Association shall be applied in accordance with the instructions general or specific of the Council in payment of the salaries of officials of the Association and of the usual office and other expenses of the Association and in furtherance of the objects of the Association in conformity with Section 50 of the Ordinance. Any funds of the Association not immediately required for any of the said purposes may be invested by the Trustee subject to the directions of the Council as aforesaid in an upon any of the investments for the time being authorized by law for the investment of trust funds.
(b) The Council may delegate all or any of its powers under this Rule to a Finance Committee to consist of the Treasurer, who shall be the Chairman of the Committee, and not less than four members of the Council.
(c) Any consent, instruction, direction, or notice given to the Trustee by the Council or by any person or persons acting or purporting to act as members or officers of the Council or by any Committee thereof shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such member, officer or person or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member or officer of the Council or of any such Committee thereof.
29. All money or funds of the Association shall be paid into an account with Hongkong Bank Malaysia Berhad, Kuala Lumpur (or any other Bank selected by Council) in the name of the Association. Such account shall be called the Association Account shall be operated jointly by the President, the Treasurer and the Director. There shall also be maintained with the same Bank an account called the Working Account, cheques on which shall be signed by the Director and any one of the Officials appointed by the Council under Rule 31 for this purpose, to which shall be transferred from the Association Account each month such sum as the President and the Treasurer jointly consider necessary for the ordinary working expenses of the Association.
30. The Accounts of the Association shall be in the charge of the Director subject to the overall directions of the Treasurer. They shall be audited at least once a year in respect of the period of the previous official year of the Association by the Auditor or Auditors elected at the previous Annual General Meeting and approved by the Registrar. Copies of the audited statement of Accounts shall be sent to members not less than seven days before the Annual General Meeting.
Officials of the Association
31. The Council shall appoint a Director and may appoint or employ such other Officials as it may consider necessary on such terms and conditions and to exercise such powers and perform such duties as it may decide. Officials and other employees of the Association shall not accept employment with any trade union.
32. The Director shall subject to any general directions given by the Council or any Committee thereof appointed for the purpose, have the power to engage and dismiss subordinate staff and to fix their salaries and conditions of service.
33. Officials of the Association shall act under the general direction of the President, or, in his absence, the Senior Deputy President, and shall be responsible solely to the Council. They shall not be under obligation, except so far as may be provided in these Rules or in the directions given to them by the Council, to carry out any wishes or instructions of individual members.
34. The Director shall, in addition to such other duties as may be prescribed by the Council: –
(i) maintain the records and accounts of the Association;
(ii) be responsible for the preparation and submission of all returns and documents required by the Ordinance to be submitted to the Registrar;
(iii) be responsible for keeping Minutes of Annual General Meetings of the Association and of Meetings of the Council.
35. The Treasurer shall be responsible for ensuring that: –
|a true and accurate account of all money received and expended by the Association is kept by the Director;
|all returns and documents required by the Ordinance are duly prepared and submitted to the Registrar; and
|the Annual Balance Sheet and Income and Expenditure Account are prepared for submission to the Annual General Meeting.
36. (a) The Trustee of the Association shall be such Bank or Corporation approved by the Registrar as the Council may from time to time decide.
(b) The Trustee shall be paid such remuneration or fees as may from time to time be mutually agreed between the Trustee and the Council.
(c) The property of the Association shall be vested in the Trustee as provided in Section 47 of the Ordinance.
37. (a) An Auditor or Auditors, whose appointment shall be subject to the approval of the Registrar, shall be elected at the Inaugural Meeting and at each Annual General Meeting thereafter.
(b) The Auditor or Auditors so elected shall hold office until the Annual General Meeting next following such election and he or they shall be eligible for re-election.
(c) The Auditor or Auditors shall be paid such remuneration as the Council may decide.
(d) If the Auditor or Auditors or any-of them elected at an Annual General Meeting is unwilling or is for any reason unable to act, the Council may elect an Auditor or Auditors, approved by the Registrar, in his or their place.
38. The Solicitors of the Association shall be elected at the Inaugural Meeting and thereafter at each Annual General Meeting and shall be eligible for re-election.
39. If any prosecution, action or suit at law be commenced against any member or members of the Council, the Director or any servant or agent of the Association for anything done by him or them in the proper or reasonable discharge of their duty, such person or persons shall be defended and indemnified by and at the cost of the Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the Trustee is hereby empowered to apply the property and funds of the Association for such purpose as may be directed by the Council from time to time provided, however, that none of such funds shall be applied either directly or indirectly in payment of the whole or part of any fine or penalty imposed upon any person by sentence or order of a Court of Justice.
40. In addition to the indemnity given by law to Trustees, the Trustee shall not be answerable or accountable for any loss sustained on account of any investment or application of the funds of the Association made with the consent or upon the instructions of the Council and the Trustee shall be indemnified by and at the cost of the Association and out of its funds from all damages, costs and expenses which may be incidental to or result from any matter whatsoever affecting the Association in which the Trustee may be involved, and the Council shall direct that all such damages, costs and expenses shall be paid out of the funds of the Association.
Verification of Documents
41. Any document required to be sworn, signed or otherwise verified in connection with the affairs of the Association may be sworn, signed, or verified by the President, or by a Deputy-President, or by the Director.
Inspection of the Books
42. The last balance sheet and income and expenditure account of the Association and the account books and proceedings of the Association shall be open to inspection by any member by appointment at the office of the Association at all reasonable times.
43. (a) Any dispute such as is referred to in Section 44(i) read with Section 46 of the Ordinance shall be decided by the Council.
(b) Any dispute which involves a question whether any election has been carried out or any decision of the Association or the Council has been taken in conformity with these Rules shall be decided by the Registrar whose decision shall be final and conclusive.
Alternation of Rules
44. (a) Every proposal to amend, add to or delete any Rule or Rules of the Association for the time being in force shall be forwarded to the Director in writing duly proposed and seconded by two members of the Association.
(b) Every such proposal shall, in the first instance, be considered by the Council which shall make its recommendations thereon.
(c) The proposal shall thereafter be submitted for decision by a secret ballot of members as provided in these Rules, ballot papers being accompanied by a statement setting out the reasons, if any, given by the proposer for his proposal and the recommendations of the Council on the proposal.
(d) Any alteration approved by such secret ballot shall, upon being registered as required by the Ordinance, be valid and binding on members.
45. (a) No proposal for the dissolution of the Association shall be valid unless it is submitted to the Director in writing and is signed by or on behalf of not less than ten members.
(b) The proposal shall, in the first instance, be considered by the Council and no action upon such proposal shall be taken unless a majority of members of the Council present and voting in each of the four Acreage-Groups referred to in Rule 18(a) support the proposal.
(c) If the proposal is so supported, the proposal shall be submitted for decision by a secret ballot of the Association as provided in these Rules.
(d) If, upon such secret ballot, it is resolved to dissolve the Association, notice thereof shall be given to the Registrar in accordance with the provisions of Section 42 of the Ordinance.
46. When the registration of the Association has been cancelled, the property of the Association shall be sold by the Trustee and converted into cash, and all surplus funds remaining in the hands of the Trustee after satisfying all the liabilities of the Association and the costs of the winding up shall be distributed among the members whose names were entered in the Register at the date of the passing of the winding-up resolution pro rata to the total amount of subscription and levies paid by each of such members to the Association during the three years immediately preceding.
47. In the event of any question arising for which no provision is made in these Rules or on the interpretation of any Rule or Rules, such question shall be decided by the Council, whose decision thereon shall be final.