MEMORANDUM & ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 1965

COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION
OF
EU-MALAYSIA CHAMBER OF COMMERCE AND INDUSTRY

1. The name of the Company is EU-MALAYSIA CHAMBER OF COMMERCE AND INDUSTRY (hereinafter called "the Chamber").
2. The registered office of the Chamber is situated in Malaysia.
3. The principal objects for which the Chamber is established are to promote, support, and develop European business interests in Malaysia as well as to facilitate any trade, commerce and investments between the European Union and Malaysia.
   For the purpose of carrying out these principal objects, the Chamber has power:-
   1. to aid and encourage the development of trade, commerce and industry between the European Union business community and Malaysia;
   2. to collect, collate, obtain, publish and disseminate statistics and other information on trade, commerce and investment opportunities between the European Union business community and Malaysia, as well as information on other developments which may be of interest to the European Union business community and the Malaysian business community and the governments of the European Union and Malaysia;
   3. to undertake trade, commerce, technical and industrial investment promotion between the European Union business community and Malaysia including holding dialogs, symposiums, forums, conferences, seminars, tournaments and work-shops;
   4. to cooperate with the Federal and State Governments in Malaysia, their Ministries and agencies, the European Commission and its delegations, the governments of the member states of the European Union and their accredited representatives in Malaysia, the bilateral Business Councils and Chambers of Commerce of the various European Union member states, the Malaysian International Chamber of Commerce and Industry (MICCI) and any other institution, society, association, company or body of persons pursuing objectives the attainment of which may be of benefit to the European Union business community in Malaysia;
   5. to establish agencies, committees and centres for the purpose of carrying out the objects of the Chamber;
   6. to inform, educate, disseminate information or to make any representation to any body or authority or to advertise in whatever expedient and necessary way for the purpose of promoting, marketing, development of trade, commerce and investment between the European Union business community and Malaysia;
   7. to investigate or to study the feasibility and needs of setting up marketing facilities and commercial trading networks for European Union business interests or associations in Malaysia and Malaysian business interests in the European Union;
   8. to receive any gift of any property whether real or personal or pecuniary and whether or not subject to any trust for any one or more of the objects of the Chamber;
   9. to enter into any lawful agreement, or any reciprocal concession in pursuit of its objectives and purposes;
   10. to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Chamber may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any building or erections necessary, convenient or expedient or advisable in furtherance of the objects and purposes of the Chamber provided that the Chamber shall not acquire any land without the prior written approval and consent of the Minister charged with the responsibility for companies;
   11. to let on lease or on hire or to charge or to sell the whole or any part of the real or personal property of the Chamber on such terms as it deems fit;
   12. to sell or dispose of the undertaking of the Chamber or any part thereof for such consideration as the Chamber may think fit;
   13. to undertake and execute any trusts which may lawfully be undertaken by the Chamber and may be conducive to its objects;
   14. to expend the funds of the Chamber in such manner as it shall consider most beneficial for the objects of the Chamber;
   15. to pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Chamber and to remunerate any person or persons for services rendered in the promotion and establishment of the Chamber by payment in cash or in any other manner allowed by law;
   16. to enter into any contract or legal relationship with any person, and upon such terms as the Chamber deems fit;
   17. to give Power of Attorney, or any form of authorization to any trustee, member, agent, employee or any person as it deems fit upon such terms and conditions as the Chamber deems necessary and convenient;
   18. to establish and procure the registration of, and to direct, manage and maintain any agency or branch of the Chamber in any part of the world in connection with the objects of the Chamber or one or more of them;
   19. to do all or any of the matters hereby authorised in any part of Malaysia either alone or in conjunction with, or as trustees or agents for the European Union business community, company, corporation, association or person, or by or through any trustees or agents;
   20. to promote and support or aid in the establishments and support of any associations or institutions in any way connected with the purposes of the Chamber or calculated to further its objects;
   21. to enter into any arrangements with any government or authority, federal, state, municipal, local or otherwise, that may seem conducive to the Chamber’s objects, or any rights benefits and concessions which the Chamber may think it desirable to obtain; and to carry out, exercise, and comply with any such arrangements, rights, privileges and concessions; and
   22. to do all such things as may be deemed incidental, conducive or expedient to the furtherance of any or all of the above objects.

PROVIDED that :

1. the provisions of the Third Schedule of the Companies Act, 1965 shall not apply to the Chamber and the foregoing provisions of this paragraph shall be read and construed without reference to the provisions of that Schedule unless expressly included in this Memorandum and Articles with the approval in writing of the Minister; and
2. the Chamber shall not support with its funds any political organization or any objects endeavour to impose on or procure to be observed by its members or others any regulation, restriction or condition which, if any were included in the objects of the Chamber would make it a Trade Union within the meaning of the Trade Union Ordinance.
4. The income and property of the Chamber shall be applied solely towards the promotion of the objects of the Chamber as set forth in this Memorandum of Association, and no portion thereof shall be paid or distributed directly or indirectly, by way of dividend, or otherwise howsoever by way of profit, to the Members of the Chamber. Provided That nothing herein shall prevent the payment, in good faith, of the following:-
   1. remuneration to any person who is an officer or servant of the Chamber;
   2. remuneration to any Member of the Chamber or the Directors in return for any goods or services rendered to the Chamber on arm’s length commercial terms;
   3. proper rent for premises demised or let by any Member of the Chamber;
   4. reimbursement of out-of -pocket expenses to any Member or Director of the Chamber which has been incurred wholly and exclusively on behalf of the Chamber; and
   5. any other remuneration or expense which the Board may from time to time think fit and proper.
5. No addition, alteration or amendment shall be made to or in the provisions contained in the Memorandum or Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Minister charged with the responsibilities for companies.
6. The liability of the Members is limited.
7. Every Member of the Chamber undertakes to contribute to the assets of the Chamber in the event of the same Chamber being wound up during the time that he is a member or within one year afterwards he ceased to be a member for payment of debts and liabilities of the Chamber contracted before he ceases to be a member, and for the adjustment, of rights of the contributories amongst themselves, such amount as may be required not exceeding Ringgit Malaysia One Hundred (RM100/-).
8. If upon the winding up or dissolution of the Chamber there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Chamber but shall be given or transferred to some other institution or institutions or organization having objects similar to the objects of the Chamber and having approved by the Director of Inland Revenue, Malaysia at or before the time of dissolution and if and so far as the effect cannot be given to the aforesaid provision, to some other Funds of similar organization or some charitable object approved by the Director-General of Inland Revenue, Malaysia.
9. True accounts shall be kept of the sums of money received and expended by the Chamber and the matters in respect of which such receipts and expenditure takes place and of the property, credits and liabilities of the Chamber, and subject to any reasonable restrictions as to the time and manner of inspecting the same as may be imposed in accordance with the Articles of Association for the time being in force, shall be opened to the inspection of Members and, at least once in every year, shall be subject to audit in accordance with the provisions of the Articles of Association.

We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into an association in pursuance of this Memorandum of Association.

THE COMPANIES ACT, 1965

COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION
OF EU-MALAYSIA CHAMBER OF COMMERCE AND INDUSTRY

1. In these Articles unless there is something in the subject or context inconsistent therewith :-
   
   

   WORDS	MEANING
   "Chamber"	means EU-MALAYSIA CHAMBER OF COMMERCE AND INDUSTRY (EUMCCI).
   "Act"	means the Companies Act, 1965 or any statutory modification or amendment thereof.
   “Associate Member Fee”	means the fee prescribed from time to time by the EXCO for non-voting membership status and other restricted benefits.
   “Authorised Representative”	means the individual authorized in writing by a Bilateral Member to exercise its voting rights at a meeting of Members.
   "Board"	means the Board of Directors of the Chamber for the time being.
   "Chairman"	means the chairman of the Board, for the time being, appointed with executive power and authority to run the day-to-day operations of the Chamber in the manner provided under these Articles.
   “Director”	means a member of the Board of the Chamber.
   “EXCO”	means the executive committee of the Board established pursuant to Article 28, to which the full authority of the Board is delegated pursuant to these Articles, with power to undertake, manage and administer the day-to-day affairs of Chamber.
   “ex officio Director”	means a Director nominated to the Board by a Bilateral Member in accordance with Article 24;
   “Indirect Member”	means a person who is not a Member but who has been confirmed by a Bilateral Member to be one of its paid members and authorized by that Bilateral Member to enjoy the benefits of membership in the name of the Bilateral Member.
   “Member”	means the direct subscribers to these Articles and any person admitted directly to membership of the Chamber under these Articles in its own name.
   “Secretary”	means any person who is a holder of a secretary licence or a member of a prescribed body appointed to perform the duties of thr secretary of the Chamber.
   “Office”	means the registered office of the Chamber.
   “Person”	includes, unincorporated associations, government agencies and societies.
   “Minister”	means the Minister for the time being in charge of companies.
   “Seal”	means the Common Seal of the Chamber

   Words importing the singular number only shall include plural number, and vice versa.
   Words importing the masculine gender only shall include the feminine and neuter gender; and
   Words importing persons shall include corporations.
   Subject as aforesaid words or expressions defined in the Act, shall, except where the subject or context forbids, bear the same meanings in these Articles.




MEMORANDUM AND ARTICLES AND ITS SUBSCRIBERS

2. The Subscribers to the Memorandum and Articles of Association and such other persons as shall be admitted to membership in accordance with the provisions hereinafter contained shall be the Members of the Chamber.

2A :- No amendment to the Memorandum or these Articles may be made unless approved by a resolution carried by a majority of three-fourths (3/4) of all the votes cast by Members present and entitled to vote at a general meeting of Members (or by their duly appointed proxies), and approved by the Minister charged with the responsibilities for companies.




MEMBERSHIP

3. The number of Members with which the Chamber proposes to be registered is unlimited. The EXCO shall determine the number of new members from time to time and the manner of their admission or application for membership.
4. Business organizations and persons involved in trade, business or investment in the EU or Malaysia and government sponsored bodies and foreign missions shall be eligible for membership of the Chamber. Subject to the foregoing, membership of the Chamber shall comprise the following categories:
   
   
   1. ORDINARY MEMBER, which must be a business organization operating in or involved in business with the European Union or Malaysia; or a citizen of a European Union member state or Malaysia, and may include a subsidiary or entity controlled by such organization or citizen;
   2. BILATERAL MEMBER, which must be (i) a bilateral or multilateral chamber of commerce or business council, (ii) a trade commission or representative of a foreign mission, or (iii) a foreign mission, of a member state of the European Union in Malaysia;
   3. PATRON OR HONORARY MEMBER, who may be a person not falling within the categories above but who in the opinion of the EXCO is worthy of becoming a Patron or Honorary Member.

4A :- Unless otherwise determined or prescribed by the EXCO or these Articles, all Members shall enjoy the same rights and privileges, but Patrons and Honorary Members shall not be entitled to vote at a meeting of Members and may not hold office in the Chamber. Patrons and Honorary Members shall not be required to pay any fee or subscription.

5. Membership of the Chamber shall entitle its Members to participate in the activities of the Chamber and have access to research and resources of the Chamber, provided that the EXCO may at its sole discretion impose such reasonable charges for participation in activities or access to information as the EXCO may deem appropriate. Indirect Members may be notified of certain benefits and may be invited to participate in Chamber activities through their respective Bilateral Members, but shall not be entitled to any other direct benefits or vote in their own name.
6. The EXCO shall have the power to determine the amount and frequency of payment, of fees or subscriptions payable by each category of Member (other than Patrons and Honorary Members) and to prescribe different scales of fees, from time to time, for Bilateral membership. Different scales of fees for Bilateral membership may be prescribed according to the number of a Bilateral Member’s Indirect Members or any other criteria the EXCO may deem appropriate. The payment of fees and subscriptions (if any) by Members shall be on such dates and in such manner as the Board may from time to time prescribe.
7. Every Member of the Chamber shall further, to the best of its/his ability, the objects, interests and influence of the Chamber and shall observe all regulations of the Chamber.
8. A copy of the Memorandum and these Articles of Association together with the rules and regulations, if any, made thereunder shall be supplied to every Member on request.
9. A Member shall cease to be a Member of the Chamber and the Member’s name shall be removed from the Register of Members in any one of the following events:
   1. death or unsoundness of mind, in the case of an individual Member;
   2. if that Member by notice in writing to the Chamber resigns his membership;
   3. if that  Member is convicted or indicted of any criminal offence;
   4. if being a corporate body it is dissolved or wound up; or ceases to carry on activity for more than six (6) months;
   5. if that Member is adjudged insolvent or makes any composition or arrangement with its creditors; or
   6. if thatMember is expelled by a majority decision of the EXCO for acts or omissions which in the sole opinion of the EXCO is deemed incompatible with the objects of the Chamber or these Articles.
   7. if that Member fails to settle its membership fees for more than six (6) months

   All Members (other than Associate Members) which have fully paid their fees or subscriptions shall be entitled to one (1) vote each on any matter tabled before a general meeting of Members, provided that Bilateral Members (other than Associate Members) which have fully paid their fees or subscriptions shall be entitled to the following votes on any matter tabled before a general meeting of Members:

   1. one (1) vote if their annual fee or subscription is the lowest scale of fees or subscription prescribed for Bilateral membership (“Scale 1 Fees”);
   2. two (2) votes if their annual fee or subscription is the scale of fees immediately higher than Scale 1 Fees (“Scale 2 Fees”);
   3. three (3) votes if their annual fee or subscription is the scale of fees immediately higher than Scale 2 Fees (“Scale 3 Fees”);
   4. four (4) votes if their annual fee or subscription is the scale of fees immediately higher than Scale 3 Fees (“Scale 4 Fees”); and
   5. five (5) votes if their annual fee or subscription is the scale of fees immediately higher than Scale 4 Fees.

   The votes of Bilateral Members must be exercised through their respective Authorised Representatives or duly appointed proxies or representatives, to be notified in a form and manner acceptable to the EXCO.

10. Associated Members are not entitled to vote at any meeting of Members. An Indirect Member may not vote unless he is an Authorised Representative or duly appointed proxy or a Bilateral Member that is entitled to vote.




NOTICE OF GENERAL MEETINGS

11. Subject to the provisions of Sections 152 and 153 of the Act relating to the convening of meetings to pass special resolutions and resolutions of which special notice is required:
1. fourteen (14) days’ notice in writing at the least of every general meeting; or
2. twenty one (21) days notice in writing at the least of every Annual General Meeting

(exclusive in every case both of the day on which it is served, or deemed to be served, and of the day for which it is given) specifying the place, the day and the hour of meeting, and, in the case of special business, shall be given in manner hereinafter mentioned to such persons as are under these provisions or under the Act entitled to received such notices from the Chamber. Notwithstanding that a meeting is called by notice shorter than is required, it may be deemed to be duly called if agreed by all the Members having the right to attend and vote thereat, provided always that the accidental omission to give notice to or the non-receipt of a notice by any person entitled thereto shall not invalidate the proceedings at any general meeting.




GENERAL MEETINGS

12. General meetings shall be held at least once every year at such time and place as may be determined by the EXCO except as is provided by the Act, but not so that more than fifteen (15) months shall be allowed to elapse between any two (2) Annual General Meetings.
13. The abovementioned general meetings shall be called Annual General Meetings. All other general meetings shall be called Extraordinary General Meetings.
14. The EXCO may whenever they think fit and shall on the requisition of such number of Members comprising at least thirty percentum (30%) of all Members convene an Extraordinary General Meeting. In determining the number of Members requisitioning a meeting, each member shall be counted as one, without regard to the number of votes they may be entitled to cast at the meeting.
15. The quorum for a general meeting shall be such number of Members as shall constitute twenty per centum (20%) of the total number of Members with a Malaysian address and where such number shall contain a fraction (including a fraction greater than half) it shall be reduced accordingly to the nearest whole number. In determining the number of Members requisitioning a meeting, each member shall be counted as one, without regard to the number of votes they may be entitled to cast at the meeting. The Chairman (or in his absence, a deputy chairman) shall preside at every general meeting of the Chamber but if there is no Chairman or deputy chairman present within fifteen (15) minutes after the time appointed for holding the meeting, or if the Chairman or deputy chairman is present but is unwilling to preside for any reason whatsoever, the Members present shall choose some Director, or if no Director is present, or if all the Directors present decline to take the Chair, they shall choose one of the Members present to be chairman of the meeting. For the purpose of this Article, “Member” includes a person attending by proxy or Attorney or Representative.
16. If within fifteen (15) minutes from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Directors may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.
17. The Chairman may, with the consent of any meeting at which a quorum is present (or shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days, or more, notice of the adjourned meeting shall be given in the same manner as the original meeting. Save as aforesaid, the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
18. At a general meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the Members present in person, or by an attorney, or by proxy, or by representative, and every Member so present shall have such vote or number of votes as prescribed in Article 10. A declaration by the Chairman that a resolution has been carried and an entry to the effect in the book containing the minutes of the proceedings of the Chamber shall have conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
19. In the case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.
20. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarily certified or office copy thereof shall be deposited at the Office not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. Votes of Members entitled to more than one vote shall be cast by proxy notified in the same manner as other proxy votes.
21. Any instrument appointing a proxy shall be in a form approved by the EXCO.
22. Subject to the provisions of the Act, a resolution in writing signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings or being a corporate body or Bilateral Member, by their duly authorised representative or proxies, shall be as valid and effective as if the same had been passed at a general meeting of the Chamber duly convened and held.




THE BOARD AND ITS COMMITTEES

23. The first Directors shall be Mr. Y. Demoulin, Mr. O. Rives-Georges, Mr. W. von Bonin, Dato’ R Romani, Mr. A. Ilhan and Mr. P. Banner.
24. There shall be a Board of Directors for the management of the affairs of the Chamber. The number of Directors shall not be less than ten (10) and not more than the number of European Union member countries plus two (2). The composition of the Board shall be made up of persons appointed as follows:
    1. Each Bilateral Member (which is not an Associate Member) which has fully paid its membership fees shall be entitled to nominate  and have appointed one (1) director to the Board;
    2. If a Bilateral Member fails to make a nomination as aforesaid within thirty (30) days of written notification from the Chamber, that Bilateral Member will be deemed to have waived its entitlement to nominate a director and the Chamber may invite the head of mission in Malaysia of that Bilateral Member country to nominate for appointment, a director to the Board in lieu of that Bilateral Member’s nominee;
    3. No Bilateral Member shall be entitled to have more than one (1) nominee on the Board;
    4. There shall be at least one (1) Director who is an individual Malaysian Ordinary Member or a Malaysian representative of a Malaysian Ordinary Member;
    5. Other than ex officio Directors, the EXCO may on behalf of the Board, nominate other persons to fill vacancies on the Board, or to stand for election in accordance with these Articles, as it deems fit;
    6. The Board shall have the following office bearers, amongst others that the EXCO may prescribe from time to time:-
       1. the Chairman;
       2. No more than two (2) deputy chairmen;
       3. an Honorary Treasurer.
25. The Chamber may from time to time by ordinary resolution increase or reduce the maximum number of members of the Board or the EXCO provided that Bilateral Members are represented in accordance with Article 24. A Patron or Honorary Member may be invited by the Board to attend Board meetings as a non-voting observer but the attendance of a Patron or Honorary Member shall be disregarded in determining the size of the Board.
26. The management and control of the Chamber shall be vested in the Board which in addition to the powers and authorities by law of or herein expressly conferred upon them, may exercise all such acts and things as may be exercised or done by the Chamber and are not hereby or by statute expressly directed or required to be exercised or done by the Chamber in general meeting, with power to delegate as it deems fit.
27. The Board shall elect from amongst its members the Chairman, no more than two (2) deputy chairmen and an Honorary Treasurer, at every third Annual General Meeting after 2008. The EXCO and any Member may put forward nominations for the appointment of a Director as the Chairman, a deputy chairman or the Honorary Treasurer before or at any Annual General Meeting at which any such appointment is to be made. The Chairman shall preside as Chairman of the Board, the EXCO and the general meeting.
28. There shall be an executive committee of the Board known as the EXCO. The EXCO shall be elected from amongst the Directors by the Board and confirmed by the Members in general meeting at every third Annual General Meeting after 2008. The EXCO shall include the following members:
    1. the Chairman;
    2. the deputy chairman or chairmen;
    3. the Honorary Treasurer; and
    4. the salaried executive manager or director of the Chamber; and
    5. two (2) members of sectoral committees
    6. but otherwise no more than ten (10) members.
29. The day-to-day management and administration of the Chamber and its affairs shall be delegated by the Board to the EXCO which shall have all the powers of the Board as set out in these Articles provided that the following matters shall be reserved for a general meeting of Members, namely:
    1. the approval of the audited accounts and financial statements of the Chamber;
    2. any amendment to the Memorandum and Articles of Association;
    3. the winding up of the Chamber;
    4. the removal of Directors; and
    5. any matter which is required by law to be tabled before and approved by Members in general meeting.

    Any decision duly taken by the EXCO shall be deemed a decision taken by the Board and the Chamber. The Chairman has executive power and authority to implement the decisions of the EXCO and the Board with power to delegate any part of his duties and authorities in the interest of the Chamber.

30. EXCO members shall be elected at every third (3rd) Annual General Meeting after 2008 whereupon (a) half of the elected EXCO members or the lower number closest to half, and (b) all EXCO members appointed pursuant to Article 31, shall retire and the vacancies may be filled by electing persons to the EXCO. Elected EXCO members shall retire in order of their seniority of appointment to the EXCO but all retiring EXCO members shall be eligible for election or re-election. The Directors elected as Chairman, deputy chairman and Honorary Treasurer shall be deemed elected to the EXCO holding the same positions.
31. The EXCO shall have power at any time, and from time to time, to appoint any person to be member of the EXCO or the Board, either to fill a casual vacancy or as an addition to the existing EXCO or Board, but so that the total number of members of the EXCO or Board shall not at any time exceed the numbers fixed in accordance with these Articles. Any person appointed by the EXCO to the EXCO or to the Board pursuant to this Article 31, shall be for a term not exceeding the date of the Annual General Meeting at which EXCO members are required to be confirmed by a general meeting of Members.

    31A. The work of the EXCO may be assisted by any number of voluntary, paid or salaried personnel (including a full time executive manager or director) engaged by the Chamber upon terms and conditions as the EXCO may deem appropriate.

32. Notwithstanding anything in these Articles or in any agreement between the Board and a Director, the Chamber may:
    1. by ordinary resolution, of which special notice has been given in accordance with section 128 of the Act, remove any Director; or
    2. by ordinary resolution appoint another person in place of a member of the Board removed from office under Article 32(a).
33. The Board may meet together for the despatch of business as the Board may think fit.
    Three (3) Directors may and the Secretary shall at the request of three (3) Directors acting together convene a meeting of the Board provided that a minimum of seven (7) days notice in writing be given to all the directors, and provided that if all the Directors consent to shorter notice, such meeting may be convened by within seven (7) days notice in writing.
34. The quorum for a meeting of the Board shall be no less than half the composition of the existing membership of the Board. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.
35. The Chairman (or in his absence a deputy chairman) shall preside at all meetings of the Board, but if the Chairman or a deputy chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or if the Chairman or a deputy chairman is present but is unwilling to preside for whatsoever reason, the Directors present at such meeting may choose from amongst their members present a Director to act as Chairman of the meeting.
36. The Board of the Chamber shall have power and authority to establish sectoral committees and other Board committees. The composition and mandates of these committees shall be determined by the EXCO from time to time.
37. The paid or salaried officers of the Chamber shall be appointed by the EXCO and shall hold office for such period and have and enjoy such duties, powers and privileges and receive such remuneration as may be determined from time to time by the EXCO.
38. The Board shall have the power to do all things which are necessary to achieve the objects and powers as contained in the Memorandum and Articles of Association of the Chamber.
39. The Directors shall have power to borrow or raise money, from time to time, for the purpose of the Chamber or secure the payment of such sum as they think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Chamber or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
40. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Chamber for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, and authorities vested in him.
41. The Directors shall duly comply with the provisions of the Act, and particularly, the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping registers of Directors, Managers and Secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to the Registrar of Companies, and sending to such Registrar an annual return, together with the particulars required by Section 165 of the Act,
42. The Directors shall cause proper minutes to be made of all general meetings of the Chamber and also of all appointments of officers, and of the proceedings of all meetings of Directors and Committees and of the attendance thereat and all business transacted at such meetings. The minutes of any general meeting or of any meeting of Directors or Committees if purported to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.
43. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, in such manner as the Directors may from time to time by resolutions determine.
44. The office of a Director shall be vacated if that Director:
    1. becomes bankrupt or makes any arrangement or compromises with his creditors generally; or
    2. becomes prohibited or disqualified from being a member of the Board under any provisions of the Act; or
    3. becomes of unsound mind; or
    4. resigns his office by notice in writing to the Chamber; or
    5. is removed by ordinary resolution of the Chamber in accordance with Article 32(a); or
    6. is directly or indirectly interested in any contract with the Chamber and fails to declare the nature of his interest in the manner required by section 131 of the Act; or is otherwise in breach of his duties under the Act or these Articles; or
    7. is an ex officio Director and the Bilateral Member nominating him has failed to settle its membership fees for more than six (6) months.
    If the vacated office was held by an ex officio Director, the vacated office may be replaced by another representative of the relevant Bilateral Member or if not an ex officio Director, by any person nominated by the EXCO. A Director who ceases to be a Director other than by resignation of his office, shall also cease to be a member of the EXCO, if he is one.
45. 1. Any Director may at any time by writing under his hand and deposited at the office appoint any person to be his alternate Director and may in like manner at any time terminate such appointment.
    2. The appointment of an alternate Director shall ipso facto determine :-
       1. on the happening of any event which if he were a Director would render him legally disqualified from acting as a Director; or
       2. if he has a receiving order made against him or compounds with his creditors generally; or
       3. if he becomes of unsound mind;
       4. if his appointor ceases for any reason to be a Director.
    3. An alternate Director shall (subject to his giving the Chamber an address within Malaysia at which notices may be served upon him) be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally in the absence of his appointor to perform all the functions of his appointor as a Director.
    4. An alternate Director may be repaid by the Chamber such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Chamber such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Chamber from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Chamber.
46. A resolution in writing signed or approved by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.




THE SEAL

47. The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Directors or a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the seal shall be signed by a Director and shall be countersigned by another Director or by the Secretary or by a person appointed by the Board for the purpose.




SECRETARY

48. The Secretary or Secretaries shall, in accordance with Act, be appointed by the EXCO for such term, at such remuneration and upon such condition as the EXCO think fit and any Secretary or Secretaries so appointed may be removed by them. The EXCO may from time to time by resolution appoint a temporary substitute for the Secretary or Secretaries who shall be deemed to be the Secretary during the term of his appointment. The first Secretaries shall be NANDITA K K CHOUDHURY and WON SWEE HWAN.




ACCOUNTS

49. The EXCO shall as soon as may be after the business of the Chamber shall have commenced open or caused to be opened in the name of the Chamber an account (hereinafter called "the Chamber Account”) with a bank carrying on business in Malaysia. The Chamber Account shall be operated by cheques signed on behalf of the Chamber in such manner as may be resolved by the EXCO. Thereafter the EXCO subject to the terms of the Memorandum of Association, may but shall be under no obligation to invest the capital moneys or any part thereof of the Chamber in any lawful manner which the EXCO in their discretion may deem advisable and the EXCO may from time to time vary such investments in such manner as the EXCO may deem advisable.
50. The EXCO may from time to time at its discretion apply any money standing to the credit of the Chamber Account in furtherance of the objects of the Chamber.
51. Subject to the payment of all proper costs charges and expenses of and incidental to the management of the affairs of the Chamber the balance of the income and profits of the Chamber shall be applied by the EXCO in furtherance of the objects of the Chamber.
52. The EXCO shall cause proper accounting and other records to be kept and shall distribute copies of the balance sheet and other documents as required by the Act and shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and other records of the Chamber or any of them shall be opened to the inspection of Members and Directors alike.
53. The books of accounts shall be kept at the office or at such other place or places as the EXCO shall think fit, and shall always be opened to the inspection of any Director and Member.




AUDITED FINANCIAL STATEMENTS

54. The EXCO shall from time to time in accordance with the Act cause to be prepared such profit and loss accounts balance sheets reports as are required by the Act, and further to appoint an independent auditor who shall review these accounts before it is laid before the Chamber in general meeting.




AUDITORS

55. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.




NOTICES

56. Every Member shall be entitled to have notices served upon him at his registered address or an address of service.
57. A notice or other document may be served by the Chamber on any Member either personally or by sending it through post in prepaid letter, fax or e-mail addressed to such Member at his registered address or address of service as appearing in the register.
58. Any notice or document fax, e-mail, delivered or sent by post to, or left at the registered address or address of service of any Member shall, if such Member be then deceased, and whether or not the Chamber has notice of his death, be deemed to have been served on his legal personal representatives.




INDEMNITY

59. Every Director or officer of the Chamber or any person (whether an officer of the Chamber or not) employed by the Chamber as auditor shall be indemnified out of the funds of the Chamber against all liability incurred by him as such member of the Directors of the Chamber or auditor in defending any proceedings whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Act in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.