PROFESSIONAL DEVELOPMENT

 

   °    CONSTITUTION OF THE INSTITUT MIKROBIOLOGI MALAYSIA

 

Article VIII : MEETINGS

1.         The General Meeting of the Institute shall be as follows:

a)         The Annual General Meeting

b)         Ordinary Meetings

c)         Extraordinary General Meetings

2.         The Annual General Meeting shall be held in the month of August each year or as soon thereafter as practical provided that every such Meeting shall be held no more than fifteen months after the holding of the last proceeding Annual General Meeting and not later than the month of June of the following year.

The notice of the Annual General Meeting shall be as follows:

a)         to receive, and if approved, to pass the Accounts for the year ended on the thirty first December last proceeding and to receive the Report of the Council,

b)         election of five Council Members to fill vacancies so created at the Annual General Meeting,

c)         to appoint an Auditor,

d)         to transact any other business of which due notice shall have been given at least seven days before the Annual Meeting or otherwise items for discussion shall be entertained only  by majority vote at the Annual General Meeting.

3.         Nominations for the posts of Council Members shall only be valid if made by not  less than two corporate members who have received the agreement in writing of the nominee. Such nominations and agreements shall be delivered to the Secretary to reach him or her by hand or by registered post not later than fourteen days before the date o the Annual General Meeting.

           Voting for election shall be by ballot.

Ballot papers shall be sent, together with the nomination list, not less than seven days before the date fixed for the Annual General Meeting to all corporate members. Such ballot papers shall be returned to the Secretary to reach him/her not later than twenty-four hours before the commencement of the Annual General Meeting.

The corporate members present at the Annual General Meeting shall appoint two scrutineers amongst themselves, whose duty shall be to open and examine the ballot papers and to report the results. The scrutineers shall reject any ballot paper on which a Member has voted for a number more than that prescribed in the voting paper.

Should any person elected to office decline to serve, the candidate with the next highest number of votes shall be deemed to be elected.

4.         The Ordinary Meetings of the Institute shall be held and conducted as prescribed by the Council form time to time.

The Ordinary Meeting shall be held for the purpose of delivery of lectures, deliberation on the institutes activities for submission to Council, and discussions.

No motion shall be made at any Ordinary Meeting relating to the direction or management of the Institute, such direction and management being vested in the Council subject to the provisions of the Constitution of the Institute, Rules and Bye-laws, schedules and of the resolution of Extraordinary General Meetings.

5.         The Council may at any time call an Extraordinary General Meeting of corporate members for a specific purpose relating to the direction and management of the Institute.

a)         The Council are at all times bound to do so on a requisition in writing of not less than ten corporate members calling for such a meeting.

b)         Such requisition shall state the matters to be brought before such Extraordinary General Meeting and the resolutions (if any) to be moved.

c)         If within  twenty-one days of receipt of such requisitions the Council do not proceed to cause a meeting to be held, the requisitions may themselves convene the meeting.

d)         A notice shall be sent to every corporate member at least twenty-one days before the time appointed by the Council for such Extraordinary General Meeting and the notice shall specify the general nature of the matters to be brought before such Extraordinary General Meeting and the resolutions (if any) to be moved, and no other than that business shall be transacted at that Meeting.

No other persons except corporate members whose subscription are not overdue shall have a right to attend and vote. The accidental omission to send notice of a Meeting to or the non-receipt of  a notice by any Corporate Member shall not invalidate the proceedings at the Extraordinary General Meeting.

The President, or the Vice-President in his absence, shall preside at the Extraordinary General Meeting. If at any time he shall not be present within thirty minutes after the time appointed for such a Meeting, a member of the Council chosen by the members present shall preside. If no Member of the Council be present or if any of the Council Members decline to preside, the members present shall choose one of their number to take the Chair for the purpose of conducting the Extraordinary General Meeting.

6.         No business shall be transacted at any General Meeting unless a quorum is present when the Meeting proceeds to business.

For all purposes, the quorum at a General Meeting shall be at least one-half of the total voting membership of the Institute or twice the total number of Council members.

7.         If a quorum is not present half an hour at a General Meeting after the time appointed, the Meeting shall be adjourned for the same place, time and day of or the week following, or at such place as the person holding the Chair shall decide and if, at such adjourned Meeting, a quorum is again not present within half and hour of the time appointed for holding the Meeting, the corporate members present shall be a quorum.

No business shall be transacted at an adjourned Meeting other than the business which might have been transacted at the General Meeting from which the adjournment took place.

8.         At all General Meetings, a resolution put to the vote of the Meeting shall, except as herein otherwise provided, be decided on a show of hands unless a poll be demanded by the person holding the Chair or by at least fifty percent of the members present in person entitled to vote. A declaration by  the person holding the Chair for the Meeting that a particular resolution has been carried by a particular majority or lost or not carried by a particular majority shall be conclusive and an entry to that effect in the Minute Book of the Institute shall be conclusive evidence thereon without proof of the number of proportion of the votes recorded in favour of or against such resolutions.

If a poll be demanded, it shall be taken at the Meeting and is such a manner as the person holding the Chair shall direct and the results of the poll shall be deemed to be the resolution of the General Meeting at which the poll was taken.

In the event of the Council deeming it desirable that the votes of Corporate Members (entitled to vote) of the Institute not present at the General Meeting shall be taken into account, then voting at that General Meeting shall be by ballot only.

The procedures and time limits for dispatch, examination, counting and verification of the ballot papers shall be the same as that for the election of Council Members at the Annual General Meeting.

9.         No amendment of any resolution shall be proposed or voted upon at a General Meeting.

 

Article IX : VOTING AND BYE-LAWS

1.         Every corporate member, whether on a show of hands or upon a poll or by ballot shall be entitled to vote.

2.         Save as herein expressively provided, a corporate member duly registered and who shall have paid every subscription and other sum which shall be due and payable to the Institute in respect of the membership shall be entitled to be present or to vote on any question or resolution at any General Meeting.

3.         No member shall act by proxy except where provided in the Rules.

4.         The Council may from time to time make such Bye-laws as they judge necessary for carrying on the business of the Institute and may at any time, in like manner, approve, annul or vary any Bye-laws for the time being in force shall be binding on the Members of the Institute and shall have full effect accordingly provided that notice of such Bye-laws or recession or alterations thereto shall be becoming effective, during which time any ten corporate members may give notice in writing to the Secretary requesting an Extraordinary General Meeting to be convened for the purpose of considering, confirming or revoking the same.

If no such notice is received by the Secretary the Bye-laws shall become binding on all Members at the expire of the above mentioned thirty days.

 

Article X :      AMENDMENTS

1.         Amendments to  this Constitution may be proposed  by a resolution of the Council or in writing by at least ten Corporate Members of the Institute. All such proposals or resolutions must be submitted tot he Secretary of the Council. The Council shall cause a postal ballot to be taken of all corporate members and a majority vote of ballots of a least two-thirds of the total current members received within sixty days of mailing shall be sufficient to amend the Constitution.

2.         Any amendment to the Constitution shall be forwarded to the Registrar of Societies within twenty-eight days of being passed by the General Meeting.

 

Article XI :     INTERPRETATION OF CONSTITUTION

1.         Between Annual General Meetings, the Council shall interpret the Constitution and, when necessary, determine any point on which the Constitution is silent.

2.         Except where they are contrary to, or inconsistent with, the policy previously laid down by the General Meeting, the decisions of the Council shall be binding on all members of the Institute unless and until countermanded by a resolution of a General Meeting.

 

Article XII :   DISSOLUTION

1.         The Institute may be voluntarily dissolved by a resolution of not less than two-thirds of the total current corporate membership.

2.         In the event of the Institute being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged, and the remaining funds shall be disposed of in such manner as may be decided upon by a General Meeting of the Institute.

3.         Notice of such dissolution of the Institute shall be forwarded to the Registrar of Societies within fourteen days of the date of dissolution.