Rules & Constitution

NAME

The Association shall be styled “DewanPerniagaanTionghuaPulau Pinang”.
(Penang Chinese Chamber of Commerce) hereinafter referred to as “the Chamber”

ADDRESS

Its registered address shall be No.3, Light Street, 10200 Penang or at such other place(s) as may be decided by the General Committee. The registered address shall not be changed without the prior approval of the Registrar of Societies.

OBJECTS

The objects of the Chamber shall be:

to improve and develop trade and industry.
to collect, collate and disseminate commercial information and to issue certificates of
authentication.
to arbitrate and settle trade and industrial disputes.
to collect and compile trade statistics.
to organise trade exhibitions, seminars and human resource development programmes either on its own or in collaboration with other institution(s).
to support charitable, cultural and educational institutions.

MEMBERSHIP

Ordinary Members
1. Ordinary Individual Member
2. Ordinary Firm or Company Member
3. Ordinary Commercial Association Member
Life Members
1. All life members admitted before 11.9.1995 shall continue to be life members. They shall not be required to pay annual subscription.
2. Effective from 11.9.1995 the Chamber had ceased to admit life members.

QUALIFICATION OF MEMBERS

The following individual, firm, company and commercial association, agreeing to abide by the Rules of the Chamber, may apply to become a member:
1. Any businessman, trader, industrialist or professional who is a Malaysian of Chinese origin and has attained the age of 21.
2. Any firm or company registered or incorporated in Malaysia the major equity of which is controlled by Malaysians of Chinese origin.
3. Any registered commercial association the membership of which consists predominantly of Malaysians of Chinese origin.
A firm, company or commercial association shall, when applying for membership, produce the following document(s) respectively:
1. Firm – Certificate of Business Registration and Form PNA 23.
2. Company – Certificate of Incorporation and Form 49 under the Companies Act.
3. Commercial Association – Certificate of Registration under the Societies Act.
Firm, company and commercial association shall, when applying for membership, nominate a representative who shall be registered with the Chamber’s Secretariat. A firm shall be represented by the sole-proprietor or a partner, a company by a director or a manager and a commercial association by a committee member. Every representative must be a Malaysian of Chinese origin.
Nomination of a manager as representative of a company shall be supported by the official letter appointment to the managerial post signed by the authorised officer(s) of the company.
Nomination for a committee member as representative of a commercial association shall be supported by a letter signed by the president and secretary of the association

ADMISSION AND RIGHTS OF MEMBERS

Every application for membership must be proposed by one member and seconded by another. All application forms submitted shall be posted in the secretariat for 14 days and thereafter scrutinised by the Executive Committee. Admission shall be by ballot at a General Committee Meeting. Anyone whose application is opposed by a simple majority of those present and voting shall not be admitted as member and no reason shall be assigned. A disqualified applicant shall not be eligible to apply again until a period of six months from the date of balloting shall have elapsed.
Every member shall have the rights to:
1. participate in discussion and vote at any meeting they are entitled to attend.
2. elect and be elected a member of the General Committee, provided that his or its membership has taken effect 90 days before the election.
3. enjoy such privileges as provided by the Rules and Constitution.
4. utilize such facilities and services as provided by the Chamber subject to payment of prescribed fee or charges, if any.
5. submit motions which the General Committee shall present for deliberation by General Meeting if they are not against the Rules and Constitution, Federal Constitution or any laws currently in force.

ORGANISATION

Subject to the provisions of this Rules and Constitution, the supreme authority of the Chamber shall be the General Meeting of members. The General Committee shall be entrusted to carry out the executive duties and functions.
The General Committee shall consist of 51 members, 42 from individual members and/or representatives of firm and/or company members and 9 from representatives of commercial association members.
After the election of General Committee, a date (within 14 days of the election) shall be fixed for a meeting of the incoming committee to elect by ballot from among themselves, an Executive Committee comprising a President, a Deputy President, 3 Vice-Presidents, an Hon. Secretary, an Hon. Treasurer, a Public Officer and 6 committee members who shall chair the various working committees to be appointed by the General Committee.
The elected representative of a firm, company or a commercial association shall not be eligible for office of President, Deputy President, Vice-President, Hon. Secretary, Hon. Treasurer or Public Officer of the Chamber.
An Hon. Auditor shall be elected in the same General Committee Meeting.

DUTIES OF OFFICE-BEARERS

President
The President shall during his term of office preside at all General Meetings and meetings of General Committee & Executive Committee and shall be responsible for the proper conduct of all such meetings. He shall have the casting votes and shall sign the minutes of each meeting at the time they are approved.
Deputy President
The Deputy President shall assist the President in carrying out his duties and shall deputise for the President during the latter’s absence.
Vice-Presidents
The Vice-Presidents shall assist the President in carrying out his duties. When both the President and Deputy President are absent or on leave, the first, second or third Vice-President shall act on behalf of the President as the case may be depending on their availability in the ranking order.
Honorary Secretary
The Honorary Secretary shall conduct the business of the Chamber in accordance with its rules, and shall carry out the instructions of the General Meetings and of the committee. He shall be responsible for conducting all correspondence and keeping all books documents and papers except the accounts and financial records. He shall maintain a membership register with particulars of name, age, identity card number, occupation and addresses of every member. He shall attend all meetings and record the proceedings. He shall within 60 days after the holding of its Annual General Meeting submit the annual returns of the Chamber to the Registrar of Societies as required under the Section 14(1) of the Societies Act 1966.
Honorary Treasurer
The Honorary Treasurer shall be responsible for the finances of the Chamber. He shall keep accounts of all the financial transactions and shall be responsible for their correctness.
Public Officer
The Public Officer shall be responsible for the public relations between the Chamber and other public and private organisations/ bodies.
Executive Committee Members
The Executive Committee Members will organise and supervise the day to day activities of the chamber and make decisions on matters affecting the chamber.
General Committee Members
The General Committee Members will assist in the running of the Chamber.

ELECTION OF GENERAL COMMITTEE

The General Committee shall be elected by ballot (secret voting) once every three years at an Annual General Meeting (The year in which elections are held shall be referred to as an “Election Year”).
1. An individual member shall be present and cast his ballot in person. He must sign
2. attendance and produce membership card or identity card for checking before collecting ballot paper.
3. A registered representative of firm, company or commercial association shall also comply with (a) above when casting ballot.
4. Every member shall be entitled to only one vote. However, an individual member may, apart from his own vote, represent one firm or one company or one commercial association to vote. A representative of a firm or a company or a commercial association may also represent another firm or another company or another commercial association to vote. In any case, a person shall not cast more than two votes.
5. Subject to Rule 5(2)(b) and (c), any change of representative for purpose of voting in an election must be in writing and submitted to the secretariat 14 days before the date of election.
6. All members are eligible to be nominated as candidate for the election. The nomination must be proposed by one member, seconded by another and consented to by the nominee who shall affix their signatures on the nomination form.
7. In the event of a tie of votes secured by two or more candidates for the last position in the election of the 42 individual, firm or company members and/or in the election of the 9 commercial association members of the General Committee, it shall be determined by drawing lots.
The General Committee shall, at least two months before the expiry of its term of office, appoint an Election Committee. The Election Committee shall be fully responsible for matters concerning the election, such as to fix time and place of election, formulate rules of balloting and conduct the election within the provisions of the Rules and Constitution. Only members of the Chamber shall be appointed to the Election Committee. A member of the Election Committee shall vacate his office if he intends to stand for election.

TERM OF OFFICE

The term of office of the General Committee shall be three (3) years. All are eligible for re-election but no President or Deputy President shall hold office for more than two (2) consecutive terms.

RELINQUISH OF DUTIES BY OUTGOING GENERAL COMMITTEE

The outgoing General Committee shall not relinquish its duties until the incoming General Committee shall have assumed office.

VACANCIES IN COMMITTEE

Any vacancy in the General Committee, Office Bearers and Executive Committee shall be filled by a General Committee Meeting.
Repealed

WORKING COMMITTEES ETC

The President shall, with the concurrence of the General Committee, establish relevant working committees or sub-committees or ad-hoc committees as may be necessary to accomplish the objectives of the Chamber and also to carry out the duties as provided under the Rules and Constitution of the Chamber.
The Chairman and Deputy Chairman of such committees shall be appointed by the President with the concurrence of the General Committee.
The members of such committees shall be appointed by the Chairman of the respectivecommittee with the concurrence of the President.

ENTRANCE FEE, ANNUAL SUBSCRIPTION AND ANNUAL SECRETARIAT FEE

The entrance fee and annual subscription payable shall be as follows:

Ordinary Member
1. Ordinary Individual Member:
  Entrance Fee RM 200.00
  Annual Subscription RM 240.00
2. Ordinary Firm or Company Member:
  Entrance Fee RM 200.00
  Annual Subscription RM 240.00
3. Ordinary Commercial Association Member:
  Entrance Fee RM 200.00
  Annual Subscription RM 240.00
Life Member
Life member shall not be required to pay annual subscription.
The General Committee shall have the power to impose on all members (including lifemembers), an annual secretariat fee of not more than RM 240.00. The fee may be revised from time to time by the General Committee but any revised fee shall not exceed the said maximum if RM 240.00
The entrance fee shall be submitted together with application. The said fee shall be refunded if the application is unsuccessful. Successful applicant shall within one month from the date of notice of approval, pay the subscription for the period from date of approval to end of the current year at the rate of RM 20.00 per month or fraction of a month. Membership shall take effect from the date of payment of the said subscription.
Any fees paid by the members shall not be refundable.
All annual subscriptions and annual secretariat fees shall be due and payable on 1st January and shall be paid not later than 30th June each year.

ARREARS OF ANNUAL SUBSCRIPTION/ANNUAL SECRETARIAT FEE

Any ordinary member who fails to pay annual subscription and/or secretariat fee and any life member who fails to pay annual secretariat fee by 30 June shall be notified in writing by the secretariat (such notice shall be sent by despatch or registered mail) and shall in default of payment within one (1) month of such notice automatically cease to be a member

EXPULSION OF MEMBER

n case the conduct of a member shall, in the opinion of the General Committee, be injurious to the image or detrimental to the interest of the Chamber, the General Committee shall direct the Executive Committee to hold an inquiry with opportunity of being heard in defence of such conduct be afforded to the member. The Executive Committee shall prepare a report of the inquiry to be submitted to the General Committee for deliberation and decision. Any decision to expel the member shall be by the passing of a resolution. Such resolution shall take effect after it has been communicated to the member concerned.
The member so expelled shall have a right to appeal to the General Committee within fourteen (14) days thereof. The member concerned shall be given an opportunity to defend before the General Committee. The decision of the General Committee hereunder shall be final and binding on the member concerned. There shall be no further appeal.

ANNUAL GENERAL MEETING

The Annual General Meeting shall be held once a year not later than 30th of September. At the meeting, the Report of the General Committee and the Audited Statement of Accounts for the preceding year shall be presented

SPECIAL GENERAL MEETING

The President or the Executive Committee shall, notwithstanding anything in the Rules and Constitution, upon the requisition of at least 100 members or 25 General Committee members, forthwith proceed to convene a Special General Meeting.
The requisition shall state the objects of the meeting and shall be signed by all the requisitionists and deposited at the registered office of the Chamber.
If the President or the Executive Committee does not within 30 days of the date of the requisition convene the meeting, the requisitionists or more than one-half of them may, having regards to Rule 22, proceed to convene the meeting themselves. Rule 21 shall not apply to the Special General Meeting so convened and members present may elect from among themselves a Chairman of the meeting. All facilities of the Chamber must be provided for the requisitionists to convene such a meeting.

COMMITTEE MEETINGS

The Executive Committee Meeting shall be held at least once a month.
The General Committee Meeting shall be held at least once in two months.

SPECIAL COMMITTEE MEETINGS

A Special Executive Committee Meeting shall be held within 7 days upon written requisition by 7 committee members which may be sent by facsimile transmission.
A Special General Committee Meeting shall be held within 7 days upon written requisition by 17 committee members which may also be sent by facsimile transmission.
The President may convene a Special Executive Committee Meeting or a Special General Committee Meeting whenever occasion arises.

CHAIRMAN OF MEETINGS

The President or, in his absence, the Deputy President or any one of the Vice-Presidents, shall take the Chair at every meeting. In the absence of the President, Deputy President and all the Vice Presidents, the Committee Members present shall elect a Chairman. The Chairman shall have a casting vote in case of a tie.

GENERAL PROVISION ON NOTICES & ETC

14 days’ notice is required for an Annual General Meeting or a Special General Meeting and such notice shall be advertised in one Chinese and one English or Malay local newspaper.
5 days’ notice is required for any of the General Committee or Executive Committee meetings. Such notices may be sent by either post, e-mail or facsimile transmission.
The business to be transacted in the proposed meetings must be specified in such notices.
The posting of any letter/notice/document and addressed to the last known address of any member shall be sufficient service of such letter/notice/document.

QUORUM AT MEETINGS

The quorum for the Annual General Meeting shall be at least one-half of the total membership of the Chamber or twice the total number of members of the General Committee, whichever is lesser.
The quorum required for the General Committee and Executive Committee shall be half the total number of the General Committee and Executive Committee respectively.
If within half an hour of the time appointed for the meeting a quorum is not present, the meeting, if convened upon requisition shall lapse, but in any other case it shall stand adjourned to the same day next week at the same time and place. If at such adjourned meeting a quorum is still absent, those present shall form a quorum and may transact business for which the meeting was originally called

ATTENDANCE AT GENERAL MEETING

Individual member shall not appoint proxy to attend Annual General Meeting or Special General Meeting.
In the case where the Annual General Meeting or Special General Meeting is carried out by virtual meeting or hybrid meeting, individual member shall log-in and participate the meeting on-line personally.
A firm, company or commercial association member shall be represented by its registered representative (i.e. sole-proprietor or partner for a firm; director or manager for a company; committee member for a commercial association).
Any change of representative must conform to Rule 5(2)(b) and (c) and be submitted in writing to the secretariat 7 days before the date of the general meeting.

VENUE OF MEETINGS

All the meetings of the Chamber may be carried out by physical meetings or virtual meetings or hybrid meetings as may be determined by the President;
In the case of virtue or hybrid meetings, the meetings may be held at more than (1) one venue using any technology or method that enables the participants to participate and exercise their respective right to speak and vote at the meeting;
In the case of virtual or hybrid meetings, the Chairman of the meeting shall be present at the main venue or broadcast venue of the meeting

REPEALED

FUNDS

The Chamber shall not lend or borrow money unless sanctioned by a resolution passed at a meeting of the General Committee and subsequently confirmed by a general meeting of the members.
All monies received by the Chamber shall be deposited in licensed Financial Institutions approved by the General Committee.
All cheques and withdrawals from licensed Financial Institutions shall be jointly signed byany three (3) of the following Office-bearers namely, the President, Deputy President, Vice-Presidents, Honorary Treasurer and Honorary Secretary.
The Hon. Treasurer may not at any time keep more than RM 1,000.00 as petty cash.

RECEIPTS

All receipts of the chamber shall bear the signature of the Hon. Treasurer.

DISBURSEMENT

Except salaries, rates and taxes, all disbursements exceeding RM 2,000.00 shall be sanctioned as follows:

Exceeding RM 2,000.00 but not RM 5,000.00 Sanctioned by President or Honorary Treasurer
Exceeding RM 5,000.00 but not RM 20,000.00 Sanctioned by Executive Committee
Exceeding RM 20,000.00Sanctioned by General Committee

TRUSTEES

The number of trustees shall not be more than 12 or less than 6. The trustees shall be appointed at a general meeting. Only individual members who have served as General Committee member for two terms of office shall be eligible for appointment as trustees.

RESIGNATION OF TRUSTEES

A Trustee may, at any time, tender his resignation of his office by sending a written notice to the Chamber.

DISQUALIFICATION OF TRUSTEES

A Trustee shall vacate his office if he be convicted of any serious criminal offence; if he be adjudicated bankrupt; if he should become insane; or if he should be absent from the State of Penang for more than a year without the approval of the General Committee or he should cease to be a member of the Chamber.

IMMOVABLE PROPERTY

All immovable properties of the Chamber shall be registered in the name of Penang Chinese Chamber of Commerce.
All instruments relating or any dealing of immovable properties of the Chamber shall be executed by the President, the Honorary Secretary and the Honorary Treasurer whose appointment shall be authenticated by a certificate issued by the Registrar of Societies and affixed with the seal of the Chamber.

SALE OR CHARGE OF IMMOVABLE PROPERTY

No immovable property belonging to the chamber shall be sold, conveyed, transferred, charged, pledged or assigned by the Trustees without the consent of three-fourths of the members present at a special general meeting convened for the purpose.

REPEALED

AMENDMENT OF RULES

The Rules of the Chamber shall not be repealed, added to, or amended except by a majority of at least two-thirds of those present at a special general meeting (called for the purpose) after at least fourteen days’ notice of the proposed repeal, addition or amendment has been given and publication of such notice of the special general meeting is placed in the press. Such repeal, addition or amendment shall take effect from the date of their approval by the Registrar of Societies.

MATTERS NOT PROVIDED FOR

The General Committee shall have the power to deal with any matter within the context and spirit of the provisions herein which are not specifically provided and any decision made and/or action taken thereof shall be final and binding on all members.

Interpretation of the Rules & Constitution

The General Committee shall be the sole authority for the interpretation of these Rules and Constitution and their decision upon any question of interpretation shall be final and binding on all members.

Decision to be final and conclusive

The decision of the Chamber or the General Committee on the affairs of the Chamber shall be final and conclusive and such decision shall not be challenged, appealed against, reviewed, quashed or called in question in any court on any ground.