CONSTITUTION OF THE PERSATUAN TEKNOPRENEUR MALAYSIA
(TECHNOPRENEURS ASSOCIATION OF MALAYSIA)
The Association shall be known as the Persatuan Teknopreneur Malaysia (“Technopreneurs Association of Malaysia”) (also known by the acronym TeAM); hereinafter referred to as the Association.
2. REGISTERED OFFICE
The Registered Place of Business of the Association shall be A-11-3A, Level 11, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia; or at such other place or places as may from time to time be decided on by the Council.
3.1 “The Association” means the Persatuan Teknopreneur Malaysia (“Technopreneurs Association of Malaysia”)
3.2 “‘The Council” means the Council for the time being of the Association.
3.3 “Technopreneur” means a person who is engaged in the core business of technology in industrial or commercial objectives.
3.4 A “Member” refers to a Technopreneur or an individual in a supporting role including Venture Capitalists, Investors, Educationists, Government or Semi-Government personnel, personnel of Non-Governmental bodies and other interested parties as determined by the Council from time to time, who is a fee-paying member of the Association
3.5 An”Honorary Member” means an individual who has made significant contribution to Technopreneurship as well as those whose experience and guidance have promoted the local Technopreneurial spirit. Honorary Members shall be selected by the Council and shall be accorded all privileges of membership but are not entitled to membership of the Council and do not have voting rights. Honorary Members shall retain the title of Honorary Member for an indefinite period unless decided otherwise by the Council. Honorary Members shall be exempt from payment of subscriptions to the Association.
3.6 A ” Student Member ” means registered students of Institutions of Higher Learning who shall only be eligible for membership with the prior approval of the university concerned. Student members shall be accorded all privileges of membership but are not entitled to membership of the Council and do not have voting rights and shall pay a subscription fee as determined by the Council
3.7 “President” means the President for the time being of the Council.
3.8 “First Deputy President”, means the First Deputy President for the time being of the Council.
3.9 “Second Deputy President”, means the Second Deputy President for the time being of the Council.
3.10 “Honorary Secretary” means the Secretary for the time being of the Council.
3.11 “Honorary Treasurer” means the Treasurer for the time being of the Council.
3.12 The “Exco” shall include the President, First Deputy President, Second Deputy President, Honorary Secretary and Honorary Treasurer.
3.13 “Office Bearers” shall ordinarily mean the President, First Deputy President, Second Deputy President, Honorary Secretary, Honorary Treasurer and the eight (8) elected Council Members.
3.14 Words importing the singular number include the plural number and vice versa.
3.15 Words importing the masculine gender include the feminine.
3.16 Words importing persons include corporation, where applicable.
The Objects for which the Association is established are: –
4.1 To provide an organised and unified voice and to advance the interests and well being of local Technopreneurs.
4.2 To promote and enhance Technopreneurship.
4.3 To provide means for considering questions affecting Technopreneurs and to initiate, watch over, petition and take whatever action as may seem desirable in relation to legislative or other measures affecting Technopreneurs.
4.4 To establish a liaison and to co-operate with government departments and educational and other appropriate institutions or bodies both national and otherwise concerned with or interested in the development of Technopreneurs.
4.5 To hold conferences and meetings for the reading of papers and delivery of lectures, and for the acquisition and dissemination by other means of information connected with the profession of Technopreneurs.
4.6 To afford opportunities for social contact amongst Members and other parties interested in Technopreneurship.
4.7 To establish and maintain libraries and collection of documents, papers, research material and other effects.
4.8 To provide such accommodation as may be required for meetings, for libraries or for other useful purpose.
4.9 To invest the funds of the Association not immediately required in such manner as from time to time may be determined and to raise money as the Association may think fit for the activities and interests of members and Technopreneurs.
4.10 To purchase, take on lease or in exchange, rent or otherwise acquire any movable or immovable property and any rights or privileges which the Association may from time to time think proper to acquire and to hold and use such property; and re-sell, sublease, sub-let, surrender, turn to account or dispose of any movable or immovable property or undertaking of the Association or any part thereof for such consideration and upon such terms as the Association may think fit.
4.11 To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences, and to provide financial aid, create, maintain and fund grants, scholarships, study loans, bursaries and prizes for such purposes as the Association may think fit; and to subscribe, contribute or make donations for any charitable or benevolent objects, or for any exhibition or for any public, general or useful object whether in Malaysia or elsewhere with the exception of political or related purposes.
4.12 To prescribe, levy upon and collect from Members and Student Members subscriptions fees and other sums to be determined from time to time; and to accept sponsorships, gifts and legacies from any person, company or institution.
5.1 Membership shall be limited to Members, Honorary Members and Student Members as herein defined. All classes of members must be individual persons residing or working in Malaysia and with the exception of Honorary Member such individuals must be either citizens or permanent residents of Malaysia or foreign nationals who possess a valid work permit or employment pass entitling them to work in Malaysia. A foreign national whose work permit or employment pass expires, is terminated or is not renewed shall automatically cease to be a member of the Association henceforth.
5.2 Any individual desiring to be admitted to membership of the Association shall make an application to the Secretary in accordance with such procedures as laid down by the Council. The Council may decline to accept any application as it may deem fit.
5.3 All applicants shall undertake in writing to observe the Constitution of the Association. Upon acceptance by the Council and payment of fees as determined by the Council, all applicants shall be registered by the Honorary Secretary against each category of membership.
5.4 Applications for resignation from members and request for change of membership category shall be presented in writing to the Honorary Secretary. Applications for resignation may be accepted only from Members whose dues are not more than 60 days in arrears, unless determined otherwise by the Council
5.5 If any member is in breach of the Constitution or is determined not to be suitable for membership of the Association the Council may terminate his membership by giving 30 days notice in writing to the member. Any appeal from such termination may be made to the Council within 14 days of receipt of notice of termination and shall state reasons why the member should not be terminated. The Council must consider the Appeal within 30 days of receipt of the written appeal and in the event that the termination stands the member may within 28 days of the rejection of the appeal by the Council; appeal to the general meeting of the Association, provided that at least twenty (20%) of the members for the time being support the appeal. The decision of that general meeting shall be final and binding.
5.6 Any person who has ceased to be a Technopreneur or part of the technology industry or who has ceased to qualify for membership as a Student Member shall, ipso facto, cease to be a member of the Association.
6. ASSOCIATION REGISTER
6.1 The Honorary Secretary or any such person so authorised shall keep a register of all members of the Association at the registered office and no name shall be entered thereon or removed therefrom save on the authority of the Council.
6.2 The Association Register shall be open to inspection of any member with prior notice of 48 hours.
7.1 The management and control of the affairs of the Association shall be vested in the Council as hereinafter constituted which shall have the power subject only to this Constitution and to decisions of the Association in General Meeting, to regulate, manage and control the affairs of the Association and to carry out its objects and for this purpose the Council shall exercise all the powers and may do all such acts and things as may be exercised or done by the Association save only such matters as are required by this Constitution to be decided by Members in General Meeting.
7.2 Without prejudice to the generality of the powers herein before conferred the Council may
a) Appoint Committees composed of members of the Council or otherwise with or without the power to co-opt as it may from time to time decide to perform such functions as it may specify and delegate to such Committees subject to such conditions and powers vested in the Council by this Constitution.
b) Control and regulate the finances and approve any item of the expenditure of the Association.
c) Appoint, from time to time, student representatives as observers to liase with the Council.
d) Found prizes or provide scholarships for students with such conditions attached as it may think fit.
e) Publish or approve and superintend the publication of journals, books and papers and utilise any other means of communication, with prior approval of the authority concerned.
f) At its discretion, appoint, remove or suspend the Association’s personnel for permanent, temporary or special services as it may from time to time think fit and may determine their duties and fix their salaries or emoluments and may require security in such instances and to such amounts as it shall think fit.
g) Appoint from time to time the accountants, bankers and legal advisers of the Association.
h) Purchase, rent or otherwise acquire and furnish suitable premises for the use of the Association.
i) Institute, conduct, defend, compound or abandon any legal proceedings by and against the Association or its officers or otherwise concerning the affairs of the Association and also may compound and allow time for payment or satisfaction of any debts due or of any claims or demands by or against the Association.
j) Make and give receipts, releases and other discharges for moneys payable to the Association and for the claims and demands of the Association.
k) Invest and deal with any moneys of the Association upon such security and in such manner as it thinks fit, and it may from time to time vary such investments.
l) Borrow or raise or secure the payment of money in such manner as shall be determined from time to time provided always that such borrowings shall not exceed three percent (3%) of the total assets less current liabilities of the Association.
7.3 No resolution of any Committee shall bind the Council until adopted by the Council and unless at the time of its appointment power to do so was expressly given to such Committee.
7.4 All acts done at any meeting of the Council or a Committee thereof or by any person acting as a member thereof or as President, First Deputy President, Second Deputy President, Honorary Secretary or Honorary Treasurer shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such council member or person acting as aforesaid or that they or any of them were disqualified, be as valid as if such Council member or person had been duly appointed and was qualified to act.
8. COMPOSITION OF THE COUNCIL
8.1 The Council shall comprise : –
a) not less than five (5) and not more than thirteen (13) members elected by and from the Members of the Association and;
b) not more than 2 members co-opted under the following Clause : –
The Council shall have power to fill casual vacancies as necessary and such Council members appointed shall hold office only until the conclusion of the next annual general meeting and are then eligible for re-election but shall not be taken into account in determining the council members who are to retire by rotation at that meeting. In addition to the power conferred to fill casual vacancies, the Council may at any time during their term of office co-opt not more than two (2) other Members to join the Council and such co-opted council members shall hold office until the conclusion of the next annual general meeting. The Council in its absolute discretion shall have the power to delegate any of its functions to a Committee to carry out any or specified duties.
8.2 A President, a First Deputy President, a Second Deputy President, an Honorary Secretary and an Honorary Treasurer position in the Exco shall be elected annually by the Council among its Council members. No Council member shall ordinarily hold the same position in the Exco for more than two (2) years in succession.
8.3 One third of the members of the Council for the time being shall retire each year by rotation, or if their number is not a multiple of three then the number nearest to one third shall retire.
8.4 The council members to retire by rotation shall be those who have been longest in office since their last election. As between council members of equal seniority, the council members to retire shall (unless such council members of equal seniority shall otherwise agree amongst themselves) be selected amongst them by lot. The retiring council member shall be deemed to be eligible for re-election.
8.5 No person, not being a retiring Council Member at the meeting, or a person recommended by the Council shall be eligible for election as a Council Member at the Annual General Meeting unless, not less than 48 hours nor more than 10 clear days before the date appointed for the meeting, there has been lodged with the Honorary Secretary a notice in writing signed by at least 2 members duly qualified to be present and vote at the meeting for which such notice is given, of their intention to propose such person for election, and also notice in writing signed by the person to be proposed of his willingness to be elected.
8.6 The office of a Council Member shall be vacated: –
a) If he is found lunatic or becomes of unsound mind.
b) If he absents himself from three Council meetings successively without special leave of absence from the Council, and that a resolution is passed that he has by reason of such absence vacated office.
c) If by notice in writing to the Association he resigns his office.
d) If he ceases to be a member of the Association.
8.7 Duties of Office-bearers
a) The President shall during his term of office preside at all general meetings and all meetings of the Council and shall be responsible for the proper conduct of all such meetings. He shall have the casting vote and shall sign the minutes of each meeting at the time they are approved.
b) The Deputy President shall deputise for the President during the latter’s absence.
c) The Honorary Secretary shall conduct the business of the Association in accordance with the rules, and shall carry out the instructions of the general meeting and of the Council. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. He shall attend all meetings, and record the proceedings. He shall maintain a proper membership register of the members consisting of details such as name, identity card number, date/place of birth, occupation, name and address of employer and residential address and contact details.
d) The Honorary Treasurer shall be responsible for the finance of the Association. He shall keep accounts of all its financial transactions and shall be responsible for their correctness.
e) The Council Members shall carry out such duty as directed by the President or the Council.
8.8 Appointment of Additional Members to the Council
The Council may at its discretion, by a simple majority vote, appoint up to a maximum of three (3) Members as members of the Council for a term not exceeding two (2) consecutive years. Such appointments may be revoked at any time by a simple majority vote of the Council.
9. COUNCIL MEETING
9.1 The Council shall meet and adjourn and otherwise regulate its meeting as it shall think fit provided that it shall meet at least 6 times in ayear.
9.2 Meetings of the Council shall be convened as directed by the President of the Council or, in the absence of the President, the Deputy President.
9.3 Not less than seven days’ notice in writing shall be given of meetings of the Council unless the President or, in his absence, the Deputy President considers the situation as one of urgency which precludes the giving of such notice.
9.4 The quorum for a meeting shall be five Council Members.
9.5 The President or in his absence, the Deputy President shall preside at meetings of the Council. In the absence of the President and the Deputy President, the Council members present shall elect one of their numbers to be chairman of the meeting.
9.6 Voting at meetings of the Council shall be by show of hands, each Council member having one vote. Decisions at meetings of the Council shall be by simple majority, the chairman of the meeting having a second or casting vote in the event of an equality of votes.
10. ANNUAL GENERAL MEETING
10.1 The Annual General Meeting of the Association shall be held not later than six months from the financial year end each year to receive the Council’s Report and Audited Statement of Accounts for the preceding year; to elect Council Members in place of those retiring or to fill available vacancies; appointment of an Approved Auditor for the coming year; and to transact any other special business for which due notice is given.
10.2 Amember wishing to bring before a general meeting any motion or business not relating to the ordinary annual business shall give notice thereof in writing to the Council at least seven days before the meeting. No motion or business other than the business brought forward by the Council shall come before the meeting unless notice thereof has been so given.
11. EXTRAORDINARY GENERAL MEETING
11.1 All general meetings other than the annual general meeting shall be called Extraordinary General Meetings. The Council may at any time convene an Extraordinary General Meeting.
11.2 The Honorary Secretary shall also convene an Extraordinary General Meeting upon receiving a requisition from not less than twenty percent (20%) of the total number of voting members of the Association as at the date of such requisition having the right to vote, and the meeting shall be held within one month from the receipt of the requisition and the notice of such meeting shall be 14 days.
12. PROCEEDINGS AT GENERAL MEETING
12.1 No Annual General Meeting shall proceed with the business of the Association unless a quorum is present. The quorum necessary for the transaction of business at an Annual General Meeting shall be fulfilled if attended by voting members representing not less than twice the number of the elected Council Members as at the date of such meeting. Not less than 14 days notice together with the agenda and a copy of the audited accounts of the previous year shall be given to all the members.
12.2 If half an hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a date (not exceeding 30 days) to be decided by the Council; and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have power to proceed with the business of the day but they shall not have power to alter the Constitution of the Association.
12.3 Clauses 12.1 and 12.2 regarding the quorum and the postponement of an Annual General Meeting shall also apply to an Extraordinary General Meeting, but with the proviso that if no quorum is present after half an hour from the time appointed for a postponed Extraordinary General Meeting requisitioned by 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.
12.4 The President or in his absence, the Deputy President shall preside as chairman of the meeting at every General Meeting or if they are not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act, the members present shall elect one of their number present to act as chairman of the meeting.
12.5 Each motion submitted to a meeting shall be decided on in the first instance by a show of hands and in the case of an equality of votes the chairman of the meeting shall both on a show of hand and at a poll have a casting vote in addition to the vote to which he may be entitled as a member.
12.6 At any meeting unless a poll is demanded by at least ten members present personally and entitled to vote at the meeting a declaration by the chairman of the meeting that a resolution has been carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the books of proceeding of the Association shall be conclusive evidence of the fact without proof of the number of proportions of the votes recorded in favour of or against such resolution.
12.7 If a poll is demanded as aforesaid it shall be taken in such manner and at such time and place as the chairman of the meeting directs and either at once or after an adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. The demand for a poll may be withdrawn. Any poll duly demanded on the election of chairman of a meeting or on any question or adjournment shall be taken at the meeting and without adjournment.
The Council shall cause minutes to be regularly entered in books provided for the purpose of the proceedings of its meetings or of meetings of its Committees and of the names of all those present thereat and of all general meetings of the Association. The minutes of any meetings signed by the chairman of that meeting or of the next Committee thereof or of the Association as the case may be shall be conclusive evidence of the transactions recorded in such minutes.
14. DECISIONS OF MEMBERS
Subject to a quorum being present at any meeting every question shall be decided by majority of the Members present. Honorary and Student Members shall not be eligible to vote at any Annual General Meeting or Extraordinary General Meeting.
15. FINANCIAL YEAR
The Financial Year of the Association shall be from 1st July to 30th June of the following year.
16.1 The Honorary Treasurer or any such person so authorised shall keep proper Accounts, which shall be made up to 30th June each year. Copies of the audited accounts shall be made available at the registered place of business of the association for the perusal of member.
16.2 The Honorary Treasurer may hold a petty cash advance of such sums as the Council may prescribe from time to time. AII moneys in excess of this prescribed sum shall within fourteen (14) days of receipt be deposited in a bank approved by the Council. The bank account shall be in name of the Association.
16.3 All cheques or withdrawal notices on the Association’s account shall be signed jointly by any two of the following persons-
b) First Deputy President;
c) Second Deputy President;
d) Honorary Secretary;
e) Honorary Treasurer.
The Accounts of the Association shall be audited annually by the Approved Auditor appointed at the previous Annual General Meeting.
The subscription payable by the membership, on a per annum basis, are as follows
18.1 Members – RM 100.00 (Ringgit Malaysia: One Hundred Only)
18.2 Student Members – RM 30.00 (Ringgit Malaysia: Thirty Only)
18.3 Honorary Members do not pay any subscriptions
18.4 Life Membership – Members shall be entitled to Life Membership by paying 10 years subscription in advance.
18.5 The Council may, by a simple majority vote in a general meeting, amend the subscription payable by any class of membership and shall be effective from the date of the approval by the Registrar of Societies.
19.1 The Association shall not be dissolved except by the consent of three-fourths of the members of the Association testified by their signatures to an instrument of dissolution.
19.2 Notice of any proposal to dissolve the Association shall be given to all Members not less than one calendar month before the date fixed for the general meeting.
19.3 In the event of the Association being dissolved, its assets, if any, after fully discharging all its debts and liabilities shall be disposed of by the Council as decided in the general meeting, as charitable contributions to registered Malaysian Charities or registered Institutions of Higher Learning; provided such Institutions are not privately funded commercial Institutions.
19.4 The Registrar of Societies shall be informed within 14 days of dissolution.
20.1 All notices sent or required by this Constitution to be sent to a member shall be deemed to have been duly served if sent through the post by prepaid letter or by electronic means to the address last notified in writing by such member to the Honorary Secretary.
20.2 The period of notice required for the holding of a Meeting of the Members shall be: –
a) Not less than 14 clear days’ notice in the case of an Annual General Meeting.
b) Not less than 21 clear days’ notice in the case of an Extraordinary General Meeting, with the exception of the notice required under Clause 11.2 and 19.2.
21. ALTERATION OR WAIVER
These rules may be amended only by a two thirds majority vote at an Extraordinary General Meeting convened for the purpose; provided that any amendments or alterations thereto shall not be effective until the approval of the Registrar of Societies shall have been obtained. Any alteration or amendment shall be submitted within 28 days of it being passed to the Registrar of Societies.
Any dispute arising out of these rules shall be referred to the Council whose decision shall be final unless countermanded by a resolution of a General Meeting.
23.1 All members of the Council and every officer performing executive functions in the Association shall be Malaysian Citizens or Permanent Residents of Malaysia.
23.2 Neither the Association nor its members shall attempt to restrict or in any other manner interfere with the trade or practices or engage in any Trade Union activities as defined in the Trade Union Act 1959.
23.3 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its officer-bearers; Council, committee or member.
24.1 The logo of the Association shall appear in acronym “ TeAM” with “Te” in orange colour and “AM” in grey.