MKA Constitution

COMPANIES ACT. 1965

Company Limited By Guarantee & Not Having A Share Capital

ARTICLES OF ASSOCIATION
OF THE MALAYSIAN KENNEL ASSOCIATION

(As amended by Special Resolutions passed on 19.1.82, 22.7.90 & 20.8.95)

Preliminary

1. Construction
   These Articles should be constructed with references to the provisions of the Companies Act, 1965 and terms used in these Articles shall be taken as having the same respective meaning as they have when used this Act.
2. Interpretation
   In these Articles, the words standing to the first column of the sub-joined table shall bear the meaning set opposite to them respectively in the second column thereof (if not inconsistent with the subject or context)
   Words Meaning

   These Articles	-	The Articles of the Association for for the time being in force.
   The Association	-	The Malaysian Kennel Association.
   The Committee	-	The Committee constituted pursuant to these Articles which administers the business of the Association.
   Register of Members	-	The Register of the members of the Association kept in accordance with With the provisions of these Articles.
   Office	-	The Registered office for the time being the Association.
   Seal	-	The Seal of the Association.
   Month	-	The Calendar month.
   Year	-	Year from September 1st to August 31 inclusive.

   Words importing the singular number only shall include the plural number and vice-versa. Words importing the masculine gender only shall include the feminine gender.

3. Purpose Of Association
   The Association is established for the purpose expressed in the Memorandum of the Association.
4. Membership Unlimited
   For the purpose of registration, the number of members of the Association is to be taken as unlimited.
5. Who May Be Members
   1. The members of the Association shall be all such persons as have been or shall be elected as members by the Committee and placed by the authority of the committee on the Register of Members, and every such person shall remain a member until he shall cease to be a member under the provisions of Articles 11 and/or 12 hereof.
   2. Such members who are recorded in the Register of Members as Founder Members shall not be subject to Articles 6,7,8,10,11,12 (a) and 13 hereof.
6. Application For Membership
   Every applicant for election as a member of the Association shall forward to the Committee an application in writing for election together with such payments and in such form as the Committee shall require.
7. Consideration Of Application By Committee To Be Final
   Every such application for election shall be considered by the Committee and may be acceded to or refused at the absolute discretion. Every decision of the Committee shall be final and conclusive and shall not be questioned by any one, and the Committee shall not be bound to give any reasons for such decision. In the event of refusal, all payments made shall be refunded.
8. Entrance Fee And Annual Subscription
   1. Each member shall on application pay an entrance fee, and shall further on election and on or before September 30th of every year while he remains a member pay an annual subscription. The amount of such entrance fee and annual subscription respectively shall be determined by the Committee who shall, in the month of September in every year notify members other than Founder and Life Members as hereinafter provided, of the amount of such annual subscription payable for the current year.
   2. Any person who becomes a member of the Association after February 28th any year shall be liable for payment of one half only of the annual subscription for that year.
   3. A member may upon becoming a member compound his future subscription by paying to the Association a sum $550.00 or such other sum as the Committee may from time to time determine.
   4. A member may at any time (provided he has paid all annual subscription then due and payable by him) compound his future annual subscription by payment to the Association $500.00 or such other sum as the committee may from time to time determine.
   5. Members who compound their annual subscription as provided in paragraphs (c) and (d) of the Articles shall be called Life Members shall not be subject to Articles 11,12a and 13 hereof but shall be subject to all other provision hereof.
   6. Notwithstanding the provision of any other Article the Committee shall have the right to create a special class or classes of members and prescribe the right applicable to such class or classes and the rate of entrance fee and annual subscription to be paid by members of such class or classes.
9. Rights Of Members Not Transferable
   The rights and privileges of a member of the Association shall not be transferable or transmissible.
10. Defaults In Payment Of Money Due
    A member shall not be entitled any of the right or privileges of membership until he shall have paid all the sum properly payable by him to the Association upon his election as a member.
    1. Suspension Of Membership
       If a member shall by such conduct, which in the opinion of the Committee tarnishes and/or denigrate in any way standing or reputation of the Association, shall the be liable to disciplinary proceedings and the Committee after having given him an opportunity of being heard upon the question of such conduct before the Committee, passes a resolution suspending such member from the Association on such terms and for such period as the Committee shall in its\' absolute discretion decide.
11. Forfeiture of Membership
    Upon the annual subscription of a member becoming 3 months overdue, the Association shall serve written notice upon the member stating that useless the sum due paid within ten days of the date of notice, he will cease to be a member and upon the expiration of such period if such sum shall not have been paid, he shall cease to be a member.
12. Events In Which Membership Ceases
    A member shall cease to be a member:-
    1. When the provisions of Article 10 and 11 shall apply to this case.
    2. At the expiration of 3 months after he shall by notice in writing to the secretary have resigned his membership.
    3. If he be requested by Extraordinary Resolution of the Association to resign his membership.
    4. If he becomes bankrupt or compounds with his creditors, or he found lunatic or becomes of unsound mind.
    5. If he shall be Guilty of conduct which in the opinion of the Committee renders him unfit to continue to be a member of Association and the Committee after having given him an opportunity of being heard upon the question of such conduct before the Committee, passes a resolution excluding him from the Association.
13. Liability Of Resigning
    A resigning member, other than the Founder or a Life Member shall remain liable for and shall pay to the Association all subscription falling due before the expiration of the six months from the time at which he shall have given notice in writing to the Secretary of his resignation.
14. Continuance Of Liability
    Any other person who shall by any means cease to be a member, shall nevertheless remain liable for, and shall pay to the Association, all monies which at the time of his ceasing to be a member may be due from him to the Association, or which may become payable to him by virtue of his liability under the Memorandum of Association.
15. Honorary Member
    The Committee shall have power by unanimous resolution to elect as Honorary Members such persons as the Association shall think fit. Any members of the Association who elected as Honorary Member and continues to pay his subscription and the Founder or Life Member elected to be Honorary shall continue to have same right, privileges as he had as a member before such election: as also shall any Honorary Member who subsequent to election as such becomes a member of the Association in the ordinary manner of the affairs of the Association and shall not be entitled to vote at any meeting of the Association.

    All members who shall have served the office as President of the Association for at least one year shall, if they so desire, become Honorary Members of the Association, subject always however to the approval of the Committee.

    Any Honorary member shall cease to be Honorary Member under the conditions set out in Article 12 (c) (d) and (e).



Annual General Meeting & Extraordinary General Meeting

16. Annual General Meeting
    The Annual General Meeting of the Association shall be held not later than the month of February every year at such time and places as the Committee shall appoint.
17. Extraordinary General Meeting
    The Committee may, Whenever they think fit or shall upon a request in writing to the Secretary signed by a number of members being not less than 5 percent of the members for the time being entitled to vote, convene an Extraordinary General Meeting. Every such request shall state the object for which the meeting is to be convened. In any event where the Committee shall fail to convene an Extraordinary General Meeting within 30 days after the receipt by the Secretary of such requisition, the requisitions may themselves convene the meeting.
18. Notice Of General Meeting
    Every General Meeting shall be convened by a notice specifying the place, day and hour of the meeting, and the general nature of the business to be transacted thereat, which notice shall be given to the members in the manner hereinafter provided seven days at least before the day of the meeting.
19. Business At General Meeting. (Annual General Meeting & Extraordinary General Meeting)
    The business to be transacted at the Annual General Meeting shall be confined strictly to receiving the committee\'s Report, Account and Balance Sheet, and the appointment of office bearers duly elected by postal ballot as provided in Article 33 and the appointment of Auditor. All business to be transacted at an Extraordinary General Meeting shall be confined strictly to such business as shall be specified in the notice convening the meeting.
20. Quorum
    Seven members present in person shall be quorum at any General Meeting of the Association. No business shall (except in the case hereinafter mentioned) be transacted unless a quorum be present at the commencement of the meeting, If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall, if convened upon a requisition be dissolved, and in any other case shall adjourned to the same day in the next week at the same time if such adjourned meeting a quorum is not present, the members present shall be quorum and may proceed to the transaction of the business.
21. Chairman
    The President of the Association, if present, shall be the chairman at every General Meeting and if any meeting he may not be present then the Vice President, or if neither be present then some other members of the Committee chosen by the Meeting, or it no such member of the Committee be present or willing to act as Chairman then some members of the Association chosen by the Meeting shall be the Chairman of such Meeting.
22. Adjourment
    The Chairman of the General Meeting, may with the consent of the meeting adjourn it from time to time and from place to place.
23. Voting And Poll
    At every General Meeting a resolution put to the vote of meeting shall be decided on the show of hands by a majority of the vote given on such show of hands, unless before or upon the declaration of the result of the show of hands a poll be demanded by the chairman or by at least one fourth of themselves present in person or by proxy. If a poll be demanded, it shall be demanded on the election of a Chairman or on any question of adjournment.
24. Chairman\'s Casting Vote
    In case of an equality of votes either on a show of hands or upon poll, the Chairman of the meeting shall be entitled to a further or casting vote.
25. Number Of Vote
    Subject to the foregoing provision relating to the casting vote of the Chairman of the meeting every member shall have one vote.
26. Proxies
    The instrument appointing a proxy shall be in writing under the hand to the appointed, such instrument shall be in the form prescribed by the Committee.
27. Deposit Of Proxies
    The instrument appointing proxy shall be deposited at the office of the Association at least 24 hours before the time appointed for holding the Meeting at which the person named in the instrument of proxy propose to vote.



Committee

28. Committee To Administer Affairs Of The Association
    The Governing body of the Association is the Committee by whom the affairs of the Association shall be administered as may be exercised or done by the Association and are not by Statute or by these Articles expressly directed or require to be exercised or done by the Association in General Meeting.
29. Composition Of Committee
    The Committee shall consist of the President, Vice President, the Past President and six members of the Association who shall hold office for two years except the Past President who shall hold office until he is replace by a Retired President.
30. Vacancies In Committee
    Any vacancy accruing in the Committee including the office of President and Vice President, may be filled by the Committee, and the continuing member of the Committee may act not with standing any such vacancy. The Committee shall retire at the next Election and shall be eligible for election as a member of the Committee at such election.
31. Co-Opt Members
    If at any time the six elected members of the Committee shall not include members resident in any state with Branches, the Committee may co-opt onto the Committee members of the Association resident in such locations and co-opt members will hold office the conclusion of the next Election following his appointment.
32. Member To Retire
    Deleted
33. Election Of Committee
    The committee (except the Past President) shall be elected by postal ballot and be appointed to their office at the general meeting every 2 years ("a term"). The president cannot hold office for more than 2 consecutive terms unless he is appointed by the Committee if he has been elected as a Committee member; however he may seek election to the post of President after a lapse of one (1) term. However he may be appointed by the Committee provided he has been elected as a Committee member, or seek election at next election after 1 term has lapsed. The nominations for election of office bearers must be received by the Secretary not less than 28 days before the General Meeting. Voting for such appointment will take place by postal ballot. Before submitting such nomination to the Secretary. the consent in writing of the nominee must be first obtained. The ballot shall reach the office of the appointed scrutineer at least seven (7) days before the general meeting and shall be opened and counted by the scrutineer.

    All officers and members of the committee including the President shall retire at the next election and shall be eligible for re-election except the President, if he has served for more than 2 terms. A candidate seeking election as President must have served as a Committee member for 1 term. A retiring President shall hold office as the Past President for 2 years.

34. When Retiring Members Deemed To Be Re-Elected
    If at any General Meeting of the Association the place of any retiring members of the Association is not filled up, the retiring member shall be deemed to have been re-elected. Provided further if the retiring members given written notice to the Secretary for their intension not to seek re-election, this clause shall be inoperative and the place will be kept vacant until the Committee exercises its powers under Articles 31 aforesaid.
    1. Ineligibility
       In the event a member has been suspended pursuant to Article 10A or where his membership is forfeited pursuant to Article 11 or in any of the events stated at Article 12 such member shall not eligible for election to the Committee or any Committees of any Branches or Breed Chapters or to serve in any Sub- Committee(s) thereunder, upon his re-admittance or date of lifting of suspension until a period of two (2) calendar years have elapsed since the date of his re-admittance or date of lifting of suspension.
35. Removal Of A Member For Non Attendance
    In the event of any member of the Committee not attending three consecutive meetings of the Committee (unless he shall have been or be excused from attending by the Committee), the Committee may by resolution remove him from the Committee and may elect another member of the Association under Article 30 to fill his place.

36. Resignation Of Members
    A member of the Committee may at any time resign his office by notice in writing to the secretary and upon ceasing to be a member of the Association a member shall ipso facto cease to be a member of the Committee.
37. Committee May Act Notwithstanding Vacancies
    The members of the Committee for the time being may powers of the Committee notwithstanding vacancies.
38. Meeting The Committee
    The Committee may meet together, adjourn and otherwise regulate their meetings as they think fit determine the quorum necessary for the transaction of business.
39. Regulation Of The Business
    The chair shall be taken at every meeting of the Committee by the President of the Association or in his absence by the Vice President of the Association or in the absence of both member of such Committee chosen by members of such Committee present. Questions arising at a meeting of the Committee shall be decided by a majority of votes of members of such Committee present who are entitled to vote. In case of an equality of votes, the Chairman of the meeting shall have a second casting vote.
    1. Approval By Extraordinary General Meeting
       The Committee is required to obtain the approval of an Extraordinary General Meeting in the event a single transaction involving a sum exceeding Ringgit Malaysia Fifty Thousand (50,000.00) is intended to be expended by the Committee on behalf of the Association. However the Committee shall not spend more than RM100,000.00 in a single year. This does not include recurrent expenditure. The Committee shall not be permitted to dispose of the Association immovable properties, including its present freehold property at No: 8, Jalan Tun Mohd Fuad 2, Taman Tun Dr. Ismail, 60000 Kuala Lumpur without the approval of an Extraordinary General Meeting.
40. Resolution In Writing Binding
    A resolution in writing signed by all members of the Committee for the time being in Malaysia shall be as effective as a resolution passed at a meeting of such Committee duly convened and held.
41. Sub Committee
    The members of the Committee may delegate any of their powers to Sub Committee consisting of such members of their body or of the Association as they think fit. Any Sub Committee so formed shall in the exercise of powers so delegated conform to any regulation that may be imposed upon it by the Committee. A Committee may consist of one member. Sub Committee may meet and adjourn as they think proper and regulated their own procedure.
42. Saving Of Acts Bona Fide Done
    All acts done bone fide by any meeting of members of the Committee or any Sub Committee shall notwithstanding that it be afterwards discovered that there was some defect in the appointment and election of any member thereof be as valid as if every such member had been duly appointed and elected, and was qualified to be a member of the Committee or Sub Committee.
43. Executive Officers
    1. The Committee may appoint an Executive Secretary or such other executive officers and supporting staff as the Committee may deem fit at such remuneration and upon such terms of employment as the Committee shall deem fit.
    2. Anything required or authorised to be done by or the Executive Secretary may, if the office is vacant or these is for any reason no Executive Secretary capable of acting be done by or to any officers to the Association authorised generally or specially in that behalf by the Committee.



Branches

44. Formation Of Branches And Breed Chapters
    1. The Committee may for the purpose of promoting the objects of the Association, establish Braches and Breed Chapters of the Association comprising such number of members of the Association as the Committee may from time to time determine (the number until otherwise determine being 50). A Branch may be established within a geographical area (hereinafter referred to as " prescribed geographical") where the above number of members signify their willingness to become members and carry on a Branch. A breed Chapter may be established when the above number of members signify with willingness to become members of and carry on a Breed Chapter. If at any time the number of members of a Branch Chapter. If at any time the number of members of a Branch of Breed Chapter falls below 50 the Committee reserve the right to suspend or dissolve a Branch or Breed Chapter.
    2. The boundaries of a prescribed geographical area shall be defined and may from time to time be redefined by the Committee. It shall be automatic that where a member resides within such prescribed geographical area that he become a member of that branch.
    3. The expenses of maintenances of a Branch and Breed Chapter maybe borne by the Association which may grant to a Branch and Breed Chapter such money from the funds of the Association upon such terms and conditions as may from time to time be determined by the Committee and/or by a special assessment of the members of a Branch and Breed Chapter.
    4. The Business of each Branch and Breed Chapter and the management of the internal affairs shall be conducted in accordance with the rules which the Committee (pursuant to the provision of Articles 45 to the provision of Articles 45 hereof) may from time to time make and keep in force.
    5. The Association shall be the sole Authority for interpreting the rules of any Branch and Breed Chapter and of settling any disputes arising therefrom.
    6. Each Branch and Breed Chapter shall elect from amongst its members an Honorary Chairman, an Honorary Vice Chairman, an Honorary Secretary, an Honorary Treasurer, and six Committee members; It shall be the duty of the Honorary Secretary to send to the Committee such reports of the proceedings of the Branch and Breed Chapter and the duty of the Honorary Treasurer such accounts of the receipts and expenditures of the Branch and Breed Chapter as the said Committee may from time to time require. The election of office bearers is to be completed no later than February of that year and shall hold office for period of 2 years.
    7. The Committee may when it shall deem it expedient so to deestablish or dissolve a Branch or Breed Chapter. Any Branch or Breed Chapter deestablished or dissolved shall transfer all its property including moneys to the Association.
45. Power To Make Rules Regulations By-Laws And Conditions
    The Committee shall have power from time to time to make, amend or cancel such rules, regulations, by-laws and conditions as are contemplated by Paragraph 3 (iv) or the memorandum of Association; Provided always such rules, regulations, by-laws and conditions are not repugnant to any of the provisions of the Memorandum of Association or to these Articles.
46. Minutes Of Meeting To Be Kept
    The Committee shall cause proper Minutes to be made of all meetings of the Association and also of all appointments of officers, and of the attendance there at all business transacted at such meetings, and any such Minutes of any meeting, if purporting to se signed by the Chairman or such meeting or by the Chairman of the next meeting, shall be conclusive evidence without any further proof of the facts therein state.
47. Minutes Of Meeting To Be Submitted
    The Chairman at the beginning of every meeting shall submit the Minutes of the previous meeting for confirmation. No proposal for altering the Minutes shall be permitted except on a question of the said minutes.



Arbitration

48. Poer To Refer
    If any doubt, difference, or dispute shall at any time arise between any members of the Association, such members may it they so desire, refer such doubt, difference or dispute to the arbitration of the Association, each party to the dispute to appoint one member of the Committee as his or her arbitrators and the President of the Association to appoint an umpire, who may be himself.
49. Agreement To Submit To Be Signed
    The members of the Association desirous of referring such doubt, differences or dispute to arbitration in the manner mentioned in Articles 48 hereof shall sign an agreement in a form to be approved by the Committee whereby they agree to be bound by the award of the arbitrators. Such agreement shall be expressed to be a submission to arbitration within the meeting of the Arbitration Enactment or Ordinance for the time being in force.



The Seal

50. Affixing The Seal
    The seal of the Association shall not be affixed to any instrument except by the Authority of a resolution of the Committee and in the presence of at least one member thereof who shall sign every instrument to which the seal is affixed, and every such instrument shall be countersigned by the Secretary or some other person appointed by the Committee.
51. Accounts To Be Kept
    The Committee shall cause true accounts to be kept.
    1. Of the assets and liabilities of the Association and
    2. Of all sums of money received and expended by the Association and the matter in respect which such receipt and expenditure take place;

    The books of account shall be kept at the office or such other place as the Committee shall think fit, and always be open ti the inspection of members of the Committee.

52. Inpection Of Books
    The Account of the Association shall be open to the inspection of members; but the Committee shall from time to time determine in any particular case or class of case or generally and to what extend and what time and place and under what conditions and regulations the accounts and books of the Association or any of them shall be open to the inspection of members, and member, not being a member of the Committee, shall have the right of inspecting any accounts or books or documents of the Association in General Meeting.
53. Annual Accounts
    Once in every year the Committee shall place before the Association in General Meeting an income and expenditure account from the period since the proceeding account made up to a date not more than six months before such meeting. A Balance Sheet be made out every year and laid before the Association in General Meeting made up to date not more than six months before such meeting. The balance sheet shall have attached there to the certificate of property qualified Auditor or Auditors.



Indemnity To Members Of The Committee And Officers

54. Indemnity To Members Of The Committee And Officers
    The members of the Committee and other Officers from the time being of the Association shall be indemnified out of fund of the Association against all, costs, charges, losses, damages and expenses which they shall respectively incur on behalf of the Association, and shall be reimbursed by the Association all reasonable expenses incurred by them in or about any legal proceedings of arbitration on account of the Association or otherwise in the execution of their respective officers, except such costs, losses and expenses as shall happen through their respective wilful neglect or default; and no member of the Committee or other officer shall be chargeable for any money which he shall not actually receive, or be answerable for the act, receipt neglect or default of any other member of the Committee or officer, or of any banker, broker, collector, agent or other person appointed by the Committee with whom or into whose hands any property or moneys of the Association may be deposited, or for the insufficiency of the title to any property which may from time be purchased, leased, take or acquired by order of the Committee on behalf of the Association or for the insufficiency of any security of investment in or upon which any of the money of the Association shall be damaged which may happen in the execution if his office, unless the same shall happen through his own wilful neglect or default.



Notices

55. Notice To Members
    A notice may be sent by the Association to any member by leaving or sending it though the post in a prepaid cover addressed to the member at his address on the Register of Members. A notice so sent though the post shall be deemed to have been served on the time when the cover containing the same is put into the post office.
56. Members With No Registered Adress In Malaysia
    As regards to those members who have no registered address in Malaysia, a notice posted in the registered office shall be well served on them at the time it was posted up.



Power To Admit Affliation

57. Power To Admit Affliation Similar Bodies
    The Committee may admit to affiliation any Association or body having similar to the object of the Association upon such terms and condition and with such rights and privileges as the Committee may determine.
58. Non Participation In Activities Of Association
    Any member who has been suspended pursuant to Article 10A or where his membership is forfeited pursuant to Article 12 or in any such circumstances as in the opinion of the Committee deem fit and just, shall not by himself or other third party (s) suffer, allow or consent either himself or any dogs owned solely or jointly with others, to participate in any activities of the Association.