Constitution

PERSATUAN PENGELUARAN HIJAU SELANGOR & KUALA LUMPUR/
GREEN PRODUCTIVITY ASSOCIATION SELANGOR & KUALA LUMPUR

 

ARTICLE I – NAME

  1. The name of the Association shall be “Persatuan Pengeluaran Hijau Selangor & Kuala Lumpur” (Green Productivity Association Selangor & Kuala Lumpur) and in short “GPA” and is hereafter called the “Association”.

 

ARTICLE II – REGISTERED ADDRESS

  1.  The registered office of the Association shall be Green Productivity Association Selangor and Kuala Lumpur (GPA) c/o 388 Jalan 5/132 Gasing Indah, 46000 Petaling Jaya, Selangor Darul Ehsan or at any such other place as may from time to time be decided on by the Executive Committee.
  2.  The registered office or place of business of the Association shall not be changed without prior approval of the Registrar of Societies, Malaysia.

ARTICLE IV – PATRON & ADVISOR

  1. The Executive Committee may invite any person or persons whom the Executive Committee considers suitable for such appointment as Patron and Advisor with the prior consent of the person concerned.

ARTICLE V – OBJECTIVES OF THE ASSOCIATION

  1. The objectives of the Association are:
  1. a)To meet on a regular basis to promote technology, management experience, training and sustain green productivity related activities among members.
  2. b)To promote issues and encourage the implementation of Green Productivity through management methodologies such as the Environmental Management System (EMS) and in particular in relation to best business practices.
  3. c)To encourage active participation and share productivity related information among members.
  4. d)To share where possible relevant expertise and database in the area of productivity enhancement and environmental protection.
  5. e)To collaborate with local and foreign organizations involved in green productivity improvement activities including training programs, seminars, workshops, demonstration projects and publications.

 

ARTICLE VI – MEMBERSHIP

  1.  There shall be two classes of membership: Ordinary members and Associate members.

(a)  Subject to the provision of this Article, Ordinary membership is opened to any organization incorporated in Malaysia which has a registered office in Selangor or Kuala Lumpur and any Malaysian individual aged above 18 years old who works or resides in Selangor or Kuala Lumpur; and

(b)  Associate Membership: All other members who do not work or reside in Selangor or Kuala Lumpur. Associate members enjoy all rights and privileges as Ordinary members except that they have no voting rights.

  1. Obligation of Members
  1. a) Members shall abide by the Constitution and not act in any way inconsistent with its objectives;
  2. b)Members are expected to take an active interest in the Association’s activities.
  3. All applications for membership shall be submitted in the prescribed application forms and forwarded to the Executive Secretary for the consideration of the Executive Committee. The Executive Committee may at its discretion reject any application without assigning any reasons thereof.
  4.  All applications for membership shall be submitted in the prescribed application forms and forwarded to the Secretary  General for the consideration of the Executive Committee.  The Executive Committee may at its discretion reject any application without assigning any reasons thereof.

ARTICLE VII – ENTRANCE FEES AND SUBSCRIPTION

  1. There shall be an Entrance Fee of RM 20 (Ringgit Malaysia Twenty Only).
  1. An organization member and an individual member shall pay a Yearly Subscription of RM 100 (Ringgit Malaysia One Hundred Only) and RM 10 (Ringgit Malaysia Ten Only) respectively to the Treasurer of the Association before 1st January of every year.

 

ARTICLE VIII – ADMINISTRATION

  1. The administration of the Association shall be vested in the Executive Committee in office.
  1. All matters relating to the Association shall be in accordance to the provisions of this, Constitution and any by-laws that may be drawn up by the Executive Committee.
  1. All members of the Executive Committee, Office-bearers and every person performing executive functions in the Association shall be Malaysian citizens. Non-citizens may only hold office in the Association with prior approval of the Registrar of Societies, Malaysia.

 

ARTICLE X – DUTIES AND POWERS OF OFFICE BEARERS IN THE   EXECUTIVE COMMITTEE

  1. Duties of Members of Executive Committee
  1. a) President

(i)   The President shall be the Chairman at all meetings of the Executive Committee and of any high level Working Committee and shall be responsible for the smooth conduct of all these meetings.

(ii)   The President shall have the casting or deciding vote and shall sign the confirmed and approved minutes of all meetings.

(iii) The President, together with either the Treasurer (or in his absence) the Secretary General shall be authorized to sign all cheques on behalf of the Association.

  1. b) Deputy President

(i)     The Deputy President shall perform the duties of the President in his absence.

  1. c) General  Secretary

The General  Secretary shall:

(i)  Manage the Association’s affairs especially in relation to all correspondence with Members and relevant governmental and regulatory authorities, keeping statutory books and documents and recording and keeping the minutes of all meetings.

(ii) Be responsible for keeping and maintaining a complete and up-to-date registration book of Members, persons holding positions in the Association, the submission of all necessary forms with the Registrar of Societies and in general to ensure that the Association complies with all the requirements of the Societies Act 1996.

(iii)  Prepare the Annual Report for the Annual General Meetings.

(iv)   Issue notices and call for all meetings of the Association, and take minutes of all such meetings.

(v) Prepare and lodge the Association’s Annual statement to the Registrar of Societies, Malaysia within the requisite time.

(vi) Together with the President, be authorized to sign cheques on behalf of the Association.

(vii)  Be responsible for all other functions of the Association that are secretarial in nature.

  1. d)Deputy Secretary General

The Deputy Secretary General shall assist the Secretary General and perform the duties of the Secretary General in his absence.

  1. e) Treasurer

The Treasurer shall:

(i) Be responsible for all financial matters of the Association.

(ii)  Be responsible to keep a true and accurate account of all monies received and expended by the Association and of all other financial records of the Association.

(iii) Ensure that all funds and monies are kept securely on behalf of the Association and are disbursed by him on that behalf.

(iv) Together with the President, be authorised to sign cheques on behalf of the Association.

(v)  Be responsible to prepare the Annual Balance sheet and Income and Expenditure Account for auditing by the Auditors and thereafter for submission to the Annual General Meeting.

  1. f)Ordinary Committee Members

Ordinary Committee Members shall attend all meetings of the Executive Committee and assist the above office bearers in managing the affairs of the Association.

  1. Duties of the Executive Committee

(a) The Executive Committee is responsible for the legislation or enactment of the policies of the Association and plan strategies for the implementation of all such policies in accordance with the Association’s Constitution.

(b) The Executive Committee is also responsible for organizing the Association’s activities and to observe and ensure that every action taken is not in contravention of the Association’s Constitution.

(c) In relation to any particular issue pertaining to policy and amendments to the Constitution, the Executive Committee shall refer the matter to the Annual General Meeting for its decision.

(d)  The Executive Committee shall hold meetings at least once in three months and notice of any meeting of the Executive Committee shall be served on its members not less than 5 (five) working days before the date of the intended meeting. Either the President may in acting personally, or not less than 8 (eight) Executive Members may in acting jointly, call for an Executive Committee meeting at any time whenever necessary.

(e)  The quorum for any meeting of the Executive Committee shall be ½ (one-half) of the total number of members of the Executive Committee.

(f)  The Executive Committee may form sub-committees, if necessary.

(g)The Executive Committee may suspend or dismiss any member of the Executive Committee whether elected at the Annual General Meeting or appointed by the president if such suspension or dismissal is deemed right and just in the interest of the Association.

(h)  The decision of the Executive Committee shall be adhered to by all Members of the Association unless and until amended by a decision made there on the next Annual General Meeting.

(i)   Between Annual General Meetings, the Executive Committee may if the need so arises, give its own interpretation of the Constitution and may, in urgent cases decide on matters which are not embodied in the Constitution.

(j)   Except for matters that are in contravention of, or not in line with the policies made at the Annual General Meeting, the decision of the Executive Committee on the Members is final if not subsequently amended by a decision made at the next Annual General Meeting.

(k)  The President may, after consultation with the Executive Committee, appoint 4 (four) additional members of the Executive Committee if necessary.

(l)   The Executive Committee shall have the power to coop any member of the Association to fill any casual vacancies within the Executive Committee that may arise between Annual General Meetings.

(m)  The Secretary General may, after consultation with the Executive Committee, appoint full-time or part-time staff to assist in the conduct and administration of the Association

ARTICLE XI – FINANCE AND ACCOUNTS

  1. All monies collected, shall be the absolute property of the Association.
  1. The financial year of the Association shall commence on 1st January and end 31st December of every year.
  1. All monies and profits received or gained by the Association at all levels through its participation in whatever activities of the Association shall only be used to enhance, develop and carry out activities which are in accordance with the objectives of the Association and neither the money nor such profit shall be used to pay profit, interest or bonus to any Member of the Association. This provision shall however not prevent payments made for any good purposes, to pay the salaries of any person independently employed, appointed or requested by the Association to carry out certain functions or the reimbursement to any Members or employee of the Association for expenses incurred on behalf of, or in carrying out certain duties in the name of, The Association.
  1. No expenditure exceeding RM100,000.00 (Ringgit One hundred thousand) at any one single event or programme shall be made without the prior approval of the Executive Committee and no expenditure exceeding RM500,000.00 (Ringgit Five hundred thousand)at any one single event or programme shall be made without the prior approval of a General Meeting of Members.  Expenditure which is below RM100,000.00 (Ringgit One hundred thousand) at any single event or programme may be  approved by the President together with the Secretary General or the Treasurer or in the absence of the Secretary General, the Deputy Secretary General.
  2. The Association shall open a bank account under the name of the Green Productivity Association Selangor and Kuala Lumpur.
  1. All cheques or cash withdrawal statements from the accounts of the Association shall be signed by the President jointly with the Treasurer or the Secretary General, or in the absence of the Treasurer, the Deputy Secretary General.  In the absence of the President, the Deputy President may sign such cheques and statements on his/her behalf.
  2. The Treasurer shall not keep more than RM 500.00 (Ringgit Malaysia Five Hundred) at any one time in the form of cash and shall deposit money in excess of this or such lesser amount as may be needed in the Association’s account in a bank approved by the Executive Committee within 7 (seven) days from the date of receipt thereof. The account shall be in the name of the association.
  1. The Income and Expenditure Account together with the Annual Balance Sheet (“Financial Statements”) shall be prepared by the Treasurer and shall be audited by the Auditors appointed in accordance to Article XIII immediately after the completion of the financial year. The Audited Financial Statements shall be presented at the following Annual General Meeting for approval and a copy thereof shall be made available for the information of the Members at the place of business of the Association.
  1. The Treasurer shall prepare the statement of accounts immediately after the end of each financial year for auditing by the Auditor.
  1. The Audited Financial Statement shall be signed jointly by the President and the Treasurer.

ARTICLE XII – GENERAL MEETINGS

  1. The General meetings of the Association shall be convened by the Secretary  General and shall be:

(a)    Annual General Meetings; or

(b)   Extraordinary General Meetings

  1. The Annual General Meeting shall be held after the end of the financial year but before the 31st March of each calendar year on a date and at a time and place to be fixed by the Executive Committee. The agenda for the Annual General Meeting shall consist of the following:

(a) The appointment of the Chairman for the Annual General Meeting, if required;

(b)The opening address by the President;

(c) Confirmation of the minutes of the previous year’s Annual General Meeting;

(d) The adoption of the Annual Report;

(e) The adoption of the Audited Statement of Income and Expenditure;

(f)  The adoption of the Audited Balance Sheet;

(g) at every alternate Annual General Meeting, the election of the new Executive Committee who amongst them selves shall elect the office bearers;At every alternate Annual General Meeting, the appointment of the Auditors;

(h) Any other matter in respect of which notice in writing has been submitted to the Honorary Secretary, at least fifteen days before the date of the meeting; and

(i)  any other matters in respect of which notice in writing has been submitted to the Secretary General, at least fifteen days before the date of the meeting; and

  1. Notice of the Annual General Meeting shall be given to all Members by the Secretary General at least 15 days before the date of the meeting specifying the date, time and place of the meeting and requesting the Members to submit any proposed amendments to the Constitution or any other matters to be tabled at the Annual General Meeting.  The notice of Annual General Meeting shall also the displayed at the registered office of the Association..
  1. All such matters to be tabled for consideration at the Annual General Meeting must be submitted to the Secretary General at least 15 days before the date thereof.
  2. The Honorary Secretary shall circulate to all members at least 7 (seven) days before the date fixed for the Annual General Meeting, the Agenda for the meeting, the Minutes of the previous year’s Annual General Meeting, the Annual Report together with the Audited Financial statements of the last financial year, proposed amendments to the Constitution, and other matters (if any). Copies of the above documents should also be made available for the members at the office of the Association or the place at which the Annual General Meeting is to be held.
  1. The Annual General Meeting shall be attended by:

(a)    All Members of the Executive Committee

(b)   All Members of the Association

  1. The Annual General Meeting is authorized to interpret, approve proposals, and amendments to the Constitution and to determine any matters that are not clear within the Association’s Constitution.
  1. The quorum for any General Meeting shall be at least one-half of the total membership of the Association or twice the total number of the Executive Committee Members whichever is the lesser.
  1. If a quorum is not present half an hour after the time appointed for the meeting, the meeting shall be postponed to a date (not exceeding 14 days) to be decided by the Executive 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 they shall not have the power to amend the Constitution of the Association or make decisions affecting the whole membership.
  1. Extraordinary General Meetings of the Association shall be convened by the Honorary Secretary:

(a)    on the instruction of the Executive Committee, if the Executive Committee deems it necessary ;

(b)   on the instruction of the President, if the President deems it necessary; or

(c)    on the written application to the Secretary by at least one fifth (1/5) of the total number of Ordinary Members of the Association.

  1. Notice of the Extraordinary General Meeting shall be given not less than 14 days before the date of the meeting. Only the matter for which the meeting has been convened shall be on the Agenda.
  1. Clause 9 of this Article shall apply also to Extraordinary General Meetings of the Association but with the proviso that if no quorum is present after half an hour from the time appointed for an 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.

ARTICLE XIII – AUDITOR

  1. 2 (two) persons who are not holding positions in the Executive Committee of the Association shall be appointed at the Annual General Meeting as Auditors. They shall hold the position for 2 (two) years.
  1. The Auditors shall audit the Association’s account for the year concerned and confirm that they are properly drawn up so as to give a true and fair view of the state of affairs of the Association before they are tabled at the Annual General Meeting.

ARTICLE XIV – VOTING

  1. In the event a decision cannot be reached at any meeting, the matter shall be voted upon and the proposed decision that receives the highest number of votes shall be accepted as final decision.
  1. The Chairman of the meeting shall have the casting vote.
  1. Election of Executive Committee Members will be conducted openly.
  1. Voting of any proposals shall also be conducted openly.

ARTICLE XV – RULES AND REGULATIONS

  1. The Executive Committee may from time to time make Rules and Regulations for the Association and legislate Bye-Laws under this Constitution.

ARTICLE XVI – DISCIPLINARY ACTION

  1. Disciplinary action may be taken against any member and/ or the membership may be terminated if any action and/ or statements made by such Member is found by the Association to be contrary to the interest and reputation of Association.
  1. Any action to terminate the membership of any member will only be taken after the Member has been given the right to be heard and opportunity to defend themselves.

ARTICLE XVII – AMENDMENTS TO THE CONSTITUTION

  1. No amendments or additions to the Constitution of the Association shall be made except at a General Meeting of the Association and the proposals for amendments to the Constitution set out in detail has been circulated to the Members at least 7 (seven) working days before the date of the General Meeting convened, inter alia, for that purpose.
  1. No amendments or additions to the Constitution shall be made unless the resolution for the amendment or addition is approved by a resolution supported by the votes of not less than 2/3 (two-thirds) of the Members present and voting.
  1. No such amendments or addition shall come into force without the sanction of the Registrar of Societies, Malaysia. Any amendments to the Constitution shall be forwarded to the Registrar of Societies within 60 (sixty) days of being passed by the General Meeting.

ARTICLE XVIII – RESIGNATIONS AND TERMINATION OF MEMBERSHIP

  1. Any Member wishing to resign as a Member of the Association shall submit to the Secretary General, 14 (fourteen) days’ prior written notice of his intention to do so and, subject to full settlement by that Member of all fees and other payments due to the Association, the Member concerned shall cease to be a member of the Association upon expiry of the said 14 days.
  1. The Executive Committee shall have the right to terminate or suspend the membership of any Member who has failed to abide by the Association’s Constitution or Bye-Laws or who has acted in a manner derogatory to the good name of the Association after a period deemed reasonable by the Executive Committee, provided always that before the membership of any such Member is terminated or suspended, that Member shall be informed in writing of the reasons for the termination or suspension and shall also be given the right to defend himself against any of the reasons contained therein. Thereafter such termination or suspension of membership shall come into effect unless the decision of the Executive Committee is amended or over-ruled by the Members in General Meeting upon the appeal of the Member concerned.

ARTICLE XIX – DISSOLUTION

  1. The Association shall not be dissolved except with the consent of not less than 2/3 (two-thirds) of the Members of the Association who are present and who are eligible to vote, expressed on a secret ballot in person at a General Meeting convened for the purpose.
  1. In the event of the Association being dissolved as provided above, the treatment of all debts and liabilities legally incurred on behalf of the Association shall be referred and left to the discretion of the General Meeting.
  1. Notice of and all statements relating to the dissolution shall, in accordance with the provisions of the Societies Act 1966, be given to the Registrar of Societies, Malaysia within fourteen (14) days after the General Meeting at which the Association is dissolved was held.

ARTICLE XX – GENERAL PROVISIONS

  1. Any question or matter arising out of any point which is not expressly provided for in this Constitution shall be dealt with by the Executive Committee, who shall report to the Association at the following Annual General Meeting how the question or matter has been dealt with and make recommendations that may seem to the Executive Committee desirable to the Association at the meeting arising out of the questions or matter.

ARTICLE XXI – PROHIBITIONS

  1. None of the following games shall be played in the premises of the Association: Roulette, Fan Tan, Poh, Peh Bun, Belangkai, Pai Kau, Tau Ngau, Tien Low, Chap Ji Kee, Sam Cheong, Twenty-one, Thirty-one, Ten and a half, all games of dice, banker’s games, all games of mere chance. All video game machines, games of snooker and billiard shall be strictly prohibited in the premises of the Association.
  1. Neither the Association nor its members shall attempt to restrict or in any other manner interfere with the trade or engage in any trade union activities as defined in the Trade Union Act, 1959.
  1. The Association shall not hold any lottery without license from the proper authorities whether confined to its members or not, in the name of the Association or its Executive Committee or members.
  1. No benefits as defined under Section 2 of the Societies Act 1966 shall be given by the Association to any of its members.
  1. No University or University College student shall be admitted as a member of this Association unless he or she obtained prior written permission from the Vice Chancellor of the University concerned.