If profits and proceeds obtained through involvement in business and other investment activities of the Centre shall be utilised for the purpose of any extension made to the building, development, or for the attainment of the objects of the Centre provided always that no part of the profits  or proceeds shall be utilised to pay any interest, benefit or bonus to any individual belonging to the Member Institution of the Centre except that such provision herein shall not prohibit any payments made in good faith towards payment of either salaries or expenditure incurred or both to any member or staff actively involved in carrying out work for the benefit of the Centre.

The following professional groups shall constitute as Founder Members of the Centre and shall continue to remain so for such period as they shall remain as a Member Institution or Organization of the Centre.

Institut Jurutera Malaysia (The Institution of Engineers Malaysia)

Institut Kimia Malaysia (The Malaysian Institute of Chemistry)

Institut Pertanian Malaysia (The Agricultural Institute of Malaysia)

Persatuan Doktor-Doktor Perubatan Malaysia (The Malaysian Medical Association)

Pertubuhan Arkitek Malaysia (The Malaysian Institute of Architects)

Persatuan Farmasi Malaysia (The Malaysian Pharmaceutical Society)

Pertubuhan Jurukur Malaysia (The Institution of Surveyors Malaysia)

Pertubuhan Perancang Malaysia (The Malaysian Institute of Planners)

Persatuan Doktor-Doktor Haiwan Malaysia/Singapore (The Association of Veterinary Surgeons Malaysia/Singapore)

Persatuan Doktor-Doktor Pergigian Malaysia (The Malaysian Dental Association)

The Bar Council, States of Malaya

Honorary Fellow

The Honorary Fellow shall be a distinguished or eminent person whose membership of the Centre shall in the opinion of the Board of Management enhance the prestige or advance the interest of the Centre.  Admission to Honorary Fellowship of the Centre shall be upon invitation of the Board of Management and upon admittance, shall continue to exist as an Honorary Fellow at the pleasure of the Board of Management.  Honorary Fellows shall not be eligible to vote at meetings of the Centre.

Institution or Organization Members

Membership by Institution or Organization shall be open to registered national professional bodies approved by the Board of Management and shall fall under any one of the following groups:
a) Medical & Healthcare
b) Engineering, Construction & Property
c) Pure and Applied Science
d) Accounting, Business, Commerce and Legal Services

Young Professional

Membership to the Young Professionals category shall be persons under the age of 40 (forty) years and below, who have professional qualifications recognized by the Centre. Young professionals may attend all General Meetings and Extra Ordinary General Meeting of the Centre and speak at such meetings, but shall not have the right to vote or hold any position in Executive Committee or be members of the Board of Management.

Corporate Affiliate

Membership to the Corporate Affiliate category shall be accorded to organisations and associate bodies that are not eligible for the Member Institution or Organization category but which have an abiding interest in the objectives of the Centre. Admission to the Corporate Affiliate category shall only be upon invitation of the Board of Management and upon admittance shall continue to exist as a Corporate Affiliate at the pleasure of the Board of Management. Corporate Affiliate members shall not be eligible to vote at the meetings of the Centre.

Admission Fees for membership have to be paid accordingly for the following:

Institution or Organisation for RM500.00 (Ringgit Malaysia Five Hundred only)

Corporate Affiliate for RM1,000.00 (Ringgit Malaysia One Thousand only)

The membership subscription for institution or organisation payable to the Centre shall be at the rate of RM3.00 per annum per voting member of the respective Member Institution or Organization, up to a maximum of RM1,500.00 payable by each Member Institution or Organization. All Member Institutions or Organizations shall notify the Board of Management on their respective total membership strength as at 31st December of each year and the membership dues from each Member Institution or Organization for the year following shall be based on the figure so notified by the Institution or Organization concerned.  Such dues shall become payable on the First Day of April each year.

The Corporate Affiliate Membership subscription payable shall be RM2,000 per annum.

The Honorary Fellow shall not be required to pay any subscription fees

Any Member Institution or Organization whose membership has lapsed due to a default in payment of subscriptions for more than two (2) years may have its membership reviewed on the recommendation of the Board of Management.  Any re-admission of a member shall be decided at the Annual General Meeting.

Any such re-admittance of a Member under Clause 6.5 above shall be liable for payment of subscriptions proportionate to the financial year concerned.

Any member wishing to withdraw from membership of the Centre shall do so by providing a written notice of withdrawal two (2) months before the expected date of the withdrawal to the Honorary Secretary and has to settle all outstanding fees upon approval.

Any member who failed to uphold the Constitution of the Centre or commits any action deemed and detrimental to despicable the name and image of the Centre, its membership may be terminated or suspended for a period of time as it may deemed fit  by the Board of Management. Before the suspension or termination, that member shall be informed in writing of the reasons for the action taken on that membership.  That member should be given the opportunity to explain and to defence itself. Termination or suspension shall be enforced unless or otherwise postponed or repealed upon appeal at an Annual General Meeting.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Centre shall be attended by delegates from the Member Institutions or Organizations; and is also open to other members of associations as observers. The Annual General Meeting shall be held not later than the month of July each year, at a date and time fixed by the Board of Management.

The Annual General Meeting shall discharge the following business:

a. To receive and approve the Annual Report
b. To receive and approve the Statement of Income and Expenditure and the Audited Balance Sheet for the financial year preceding.
c. To elect the Office Bearers
d. To receive and adopt on any resolutions submitted at the meeting
e. To appoint two (2) Honorary Auditors
f. To appoint an External Auditor
g. To discuss any other relevant matters

The Honorary Secretary shall provide all members of the Centre at least fourteen (14) days before an Annual General Meeting is held a prior notice in writing of the date, time, and place of the holding of such meeting.

Any member of the Centre wishing to move any resolutions at an Annual General Meeting shall give prior notice in writing to the Honorary Secretary in not less than four (4) weeks before the date of such meeting.

The quorum for the Annual General Meeting shall be one-half of the Institutional or Organizational Members of the Centre. In the absence of a quorum, an Annual General Meeting shall be adjourned to a later date, but not less than two weeks, or not later than four weeks, of the date of the meeting first held.  In the event there is no quorum available within one hour after the time appointed for the meeting so adjourned, the members present shall form the quorum and shall have the power to proceed with the business of the day provided always that such members present shall not have the power to alter the Constitution of the Centre or to make decisions affecting the membership as a whole.

The Board of Management may at any time for any specific purpose call for an Extra-Ordinary General Meeting or they shall do so forthwith upon the requisition in writing of at least any three (3) Member Institutions or Organizations stating the purpose for which such meeting is required. The Honorary Secretary upon receipt of such written request shall give to all members of the Centre a notice of meeting together with an agenda at least fourteen (14) days before a meeting is convened

The quorum for the Extraordinary General Meeting shall be two thirds of the membership from the Member Institution or Organizations of the Centre.

8.3

Voting

Each Member Institution or Organization of the Centre shall have one vote for each of the Member Institution at a General Meeting of the Centre.

Organizational Structure

The Structure of the Centre shall comprise of:

9.1.1  The Board of Management
9.1.2  The Executive Committee
9.1.3  The Secretariat 
9.1.4  Any other body as determined by the Board of Management.

9.2

The Board of Management shall be the governing body of the Centre. It shall consist of one (1) representative each for every 200 eligible voting members or a part thereof with a maximum of three (3) members from each Member Institution or Organization.

The Members of the Board of Management shall hold office until the next Annual General Meeting of the Centre unless a member resigns or his appointment is revoked by his organization or institution or his inability or absence from Malaysia for a continuous period of more than three (3) months or otherwise upon his death.

The Board of Management shall be duly constituted notwithstanding any vacancies that may arise or exist during its tenure.

Representatives of the Member Institutions or Organisations from the following groups namely the

a.       Medical & Healthcare
b.       Engineering, Construction & Property
c.       Pure and Applied Sciences
d.       Accounting, Business, Commerce and Legal Services,

and shall hold the post of President, Deputy President and Vice Presidents.  No one group shall be represented in more than one of the principal positions of the Office Bearers. In the event that there is no representative from the Member Institution or Organization from any one of the group mentioned above at that Annual General Meeting, the post shall be left vacant and a representative is appointed to the post later at the first convenient meeting Board of Management.

Power of the Board of Management
The Board of Management in addition to carrying out the objective of the Centre shall, without prejudice to any other powers conferred by any other articles of the Constitution herein, have the following powers:

To collect subscriptions and other prescribed fees and payments from the members.

Power to fill vacancies

In the event of any vacancy caused by the resignation, revocation or death of a member such vacancy may be filled by another representative nominated by the Member Institution or Organization which caused any such vacancy to occur, or by some other person nominated by the Board of Management.

The Office Bearers elected at the Annual General Meeting shall form the Executive Committee of the Centre and shall as soon as convenient, after the Annual General Meeting, forms any other Committees that are necessary for the purpose of carrying out the objective of the Centre.

The Executive Committee shall be responsible for the task of carrying out the policies and directions of the Centre.

The Immediate Past President may serve as ex-officio member of the Executive Committee.

Subject to Sub-Clause 9.2.6 above, not more than two (2) members of the Executive Committee shall be from the same Member Institution or Organization.

The Executive Committee may, from time to time, appoint and delegate powers to the Sub-Committees consisting of such members from the Board of Management or to some other persons as the Executive Committee may appoint. Such committee or person appointed shall exercise the powers so delegated.

The Executive Committee shall have the power to co-opt members from amongst the ranks of the Member Institutions or Organizations or some other persons as the Executive Committee considers proper, to serve either directly on the Executive Committee, or in any of the Standing or Sub-Committees provided that such co-opted members shall not have the right to vote at meetings. Co-opted members may not necessarily be persons from the Member Institutions or Organizations of the Centre.

The Executive Committee shall have the power to appoint, control, and terminate the salaried staff of the Centre.

The Executive Committee may meet as often as the business of the Centre may so require it and any interval between such meetings shall not exceed three (3) months.

The Executive Committee shall have the power to make, amend, or repeal, any Rules herein for guidance and for defining its rights and duties with a view to the preservation, maintenance, and for the proper implementation of the objectives of the Centre.

Any action taken by the Executive Committee, shall, at the first convenient opportunity, be submitted to the Board of Management for ratification.

Any decision to be made at an Executive Committee meeting may be taken by way of a circular resolution.

The quorum for the Executive Committee and the Standing Committee meetings respectively shall be one-half of the Committee members.

The President shall act as the Chairman of the Board of Management and shall preside on all respective meetings of the Executive Committee and of the Board of Management. The President, or any member of the Executive Committee nominated by him, shall represent the Centre in any of its dealings with persons or organisations outside or with the press. The President or any member of the Executive Committee appointed by him, shall be one of the signatories to al the financial transactions of the Centre.

The Deputy President shall act for the President in his absence. The Deputy President shall be one of the signatories to the financial transactions of the Centre.

The Vice Presidents shall assist the President and the Deputy President whenever necessary.  In the absence of both the President and the Deputy President at an Executive Committee Meeting, the Executive Committee shall have the power to elect one of the two (2) Vice Presidents to act in the capacity of President for the purpose of carrying out the duties of the Centre.

The Honorary Secretary shall conduct the business of the Centre in accordance with the rules and regulations contained herein and shall act in accordance with policies and decisions made at the General Meetings, the Board of Management and Executive Committee meetings. He shall be responsible for conducting all correspondences and for the keeping all books, documents, and papers except the accounts and financial records of the Centre. He shall attend all meetings, and keep a record of all proceedings of the General Meetings, the Board of Management and the Executive Committee Meetings. Together with the President, the Deputy President and the Honorary Treasurer, the Honorary Secretary shall be one of the signatories of the financial transactions of the Centre. He shall keep a membership register and shall file annual return within 60 days from the date of the Annual General Meeting to the Registrar of Societies.

The Honorary Treasurer shall be responsible for all monies and other valuables of the Centre and for the full and accurate accounting of receipts and disbursements in the conduct of the financial affairs of the Centre. The Honorary Treasurer shall be a signatory to the financial transactions of the Centre together with the President, the Deputy President and the Honorary Secretary. The Honorary Treasurer shall have the power to disburse funds of the Centre as approved and sanctioned by the Board of Management or under its direction the Executive Committee. The Hon-Treasurer shall issue receipts for monies received by and on behalf of the Centre. The Honorary Treasurer shall render to the Board or the Executive Committee at its regular meetings, or whenever required to do so, an audited account of the financial transactions and the financial status of the Centre. He shall serve on any Committees or Sub-Committees involved in the financial transactions of the Centre.

There shall be a Presidential Advisory Council (PAC) comprising of all Past Presidents/Chairmen and the current serving President of the Centre.

The current serving President of the Centre shall be the Chairman of the Presidential Advisory Council.

The functions of the Presidential Advisory Council is to advise the President on matters concerning policies of the Centre, the persons to be recommended for Awards and Honours and on  other matters concerning standards, excellence, and other professional aspects of members of the Centre.

The Presidential Advisory Council shall meet at least twice a year

The Presidential Advisory Council shall hold office until such time he relinquishes his office or until upon his death.

In accordance with the requirements of the Constitution, the Centre shall establish, administer and control a Bank Account known as the “Balai Ikhtisas Malaysia” account (hereinafter, referred to as the “Account”). The Account shall be established and managed with a bank in Malaysia.

Subject to the approval of the Board, the Centre may establish and manage other bank accounts for any of the purposes specified under sub-clauses abovementioned.

All payments made into and withdrawals from any of the Bank Accounts established by the Centre shall be determined by signatories of the Centre appointed by the Executive Committee.

It shall be the duty of the Centre to keep proper records of its financial and other accounts at all times and to present such records at its Annual General Meeting.

The Honorary Treasurer may hold a petty cash flow not exceeding a sum of RM500.00 (Ringgit Malaysia Five Hundred only) at any one time. All excess monies belonging to the Centre shall within seven (7) days of receipt thereof be deposited with a bank in accordance with Sub-Clause hereinabove contained.

The Financial Year of the Centre shall be from the 1st of April to the next 31st of March of the coming year.

Remuneration

A total of two (2) Honorary Auditors shall be elected to hold office for a period of one year only and who shall be eligible for re-election or re-appointed at the conclusion of their term of office.  In the case of death or resignation, or the inability to perform their duties by either or both of the Honorary Auditors, the Board of Management shall appoint two (2) other Honorary Auditors as replacement whose term of office shall be until the next Annual General Meeting of  the year following.

The Honorary Auditors shall be required to audit the accounts of the Centre for the financial year, and to prepare a report or certificate of audit for the Annual General Meeting.

The properties belonging to the Centre shall be vested on Trustees of whom there shall be not more than four (4) and shall not be less than two (2) who shall be appointed by the Board of Management, (hereinafter referred to as the “Trustees”). All properties belonging to the Centre shall be vested on them directly by way of resolutions passed at meetings of which an entry recorded in the Minutes Book shall be conclusive evidence of any such vesting.

15.2

15.3

Ill- health or unsoundness of mind

Breach of fiduciary duty

Conviction for a criminal offence

Declared a bankrupt

Continuous absence from the country for a period of one (1) year

The Board of Management of the Centre shall be the sole authority for any interpretation to the Rules contained herein of the Constitution and the decision of the Board of Management on questions of interpretation or upon any other matter affecting the Centre not provided herein shall be final and binding on all members of the Centre.

The Board of Management may by way of a majority vote taken at a Board Meeting approve the appointment of a Patron or Patrons for the Centre. A Patron shall be a person of national or international eminence who in the opinion of the Board has made an outstanding contribution towards the general awareness of the Centre, and whose patronage will add prestige to, or advance the interest of the Centre. Such person(s) shall enjoy all the amenities and privileges of the Centre and shall not be required to attend or vote at any meetings of the Centre.

The Board of Management may from time to time make any by-laws that may be necessary for carrying on the business of the Centre

The games mentioned below should not be carried out or permitted at the Centre: Roulette, Lotto, Fan Tan, Poh, Peh Bin, Belangkai, Pai Kau, Tau Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One, Ten and a half, all dice, banker’s games and other games based on lucky draws.

The Centre or its members shall not obstruct  or with any means interrupt the businesses or prices of products or playing any role in trade union movements as defined in the Trade Unions Act, 1959

The Centre is not permissible to involve in the lottery activities whether or not specially organised for the members, or on the name of Centre or Office Bearers or Executive Committee or the members, without the approval of the relevant authority.

The “interest” as explained under Section 2A, Registration of Societies Act, 1966, is not permissible to be given to any of the members.

The Rules herein of the Constitution may not be altered or amended except by resolution at an Annual General Meeting or Extraordinary General Meeting.  Any such alterations or amendments made shall take effect from the date of their approval by the Registrar of Societies.  All amendments or alterations made to the Constitution shall be forwarded to the Registrar of Societies within sixty (60) days of these being duly passed at an Extraordinary General Meeting.

The Centre shall not be dissolved except with the consent of not less than three-fourths of its total number of Member Institutions or Organisations, expressed at an Extraordinary General Meeting specially convened for this purpose.  The Board of Management shall thereupon or at some future date as shall be determined by resolution at the Extraordinary General Meeting proceed to realise the assets of the Centre and after the discharge of all liabilities, shall dispose of any residue in the manner members shall decide by resolution at the said meeting whereupon the Centre shall be dissolved upon complete disposal of all its assets.

Any Notice of Dissolution of the Centre shall be given within fourteen (14) days upon its dissolution to the Registrar of Societies.

The Board of Management shall be liable only for such property (including both real and personal) as they have actually received and in their possession notwithstanding their signature appearing on any receipts as conformity as such, and shall only be accountable and answerable for their own acts and omissions and not those of any banker or other persons in whose hands any monies or securities belonging to the Centre have been deposited with nor are they liable for any other losses unless such losses are the result of their own misdemeanours .

This Centre shall establish relationship with other registered bodies to promote professionalism and good governance in the form of affiliation and/or confederation locally and/or internationally as approved by the Board of Management/Annual General Meeting of the Centre.