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Constitution of Boycott Divestment Sanctions Malaysia

CONSTITUTION OF
BOYCOTT DIVESTMENT SANCTIONS MALAYSIA

DATED 29th NOVEMBER 2015

CONTENTS
Article I : Name and Domicile
Article II : Vision and Mission
Article III : Membership
Article IV : Executive Committee
Article V : Annual General Meeting
Article VI : Financial Provisions
Article VII : Auditors
Article VIII : Amendment of Rules
Article IX : Dissolution



ARTICLE I : NAME AND DOMICILE

1.1 The Name
The name of the organisation shall be BOYCOTT DIVESTMENT SANCTIONS  MALAYSIA hereinafter referred to as “BDS  Malaysia”.

1.2 Registered Office
BDS Malaysia shall have its registered office at No. 9 Jalan Dagang SB4/1, Taman Sungai Besi Indah, Seri Kembangan, 43000, Selangor, Malaysia or at such address as may be decided by its Executive Committee from time to time and shall not be changed without the prior approval of the Registrar of Societies of Malaysia.

1.3 Nature of the Organisation
BDS Malaysia shall be an independent, non-government, non-political and non-profit-making organization, which transcends racial, religious and cultural barriers.



ARTICLE II : MISSION

BDS Malaysia is established to enable its members to strive to achieve the following mission:

2.1 Mission Statement
To advocate for freedom, justice and equality in Palestine through campaigns of boycott, divestment and sanctions.

    

ARTICLE III : MEMBERSHIP

3.1 Categories of Membership
BDS Malaysia shall have the following categories of membership:

a) NGO members
b) Individual members
c) Life members


3.2 NGO Member
Any Non-Government-Organisation in Malaysia may be invited to be an  NGO member of BDS Malaysia and shall upon being conferred  NGO membership enjoy equal privileges with the other members. Each NGO shall have two (2) representatives and allowed one (1) vote from each of the  two (2) members at the Annual General Meeting (AGM) and Extra ordinary General Meeting (EGM).

3.3 Individual Member
An individual member does not represent any Non-Governmental Organisation. An individual member is allowed one (1) vote at the AGM and EGM.

3.4 Life Member
NGOs or individuals who qualify for NGO or Individual Membership may apply to the Executive Committee through the Secretary for Life Membership of BDS Malaysia and upon acceptance by the Executive Committee shall pay the appropriate fee as stipulated in the Constitution. They shall be entitled to all privileges of Membership with a one time life membership subscription fee.

3.5 Membership by Invitation
Membership to BDS Malaysia shall be by invitation of its Executive Committee.  The decision to accept or reject membership shall be at the sole discretion of the Executive Committee and shall be final and binding.

3.6 Membership Fee
3.6.1 Every NGO member of BDS Malaysia shall upon becoming a member pay an entrance membership fee of RM500.00

3.6.2 The annual membership fee for an NGO member shall be RM100.00

3.6.3 An individual member shall upon becoming a member pay an entrance fee of RM50.00

3.6.4 The annual membership fee for an individual member shall be RM10.00

3.6.5 The one off life membership fee is RM1,000.00 for an NGO member

3.6.6 The one off life membership fee is RM100.00 for an individual member.

3.6.7 The annual subscription fee is due before 1st December each year.


3.7 Member in Arrears
Any member who has not paid its subscription as herein provided shall not be entitled to any privileges of a member and shall be considered in arrears, and if the amount due be not paid within six (6) months of it becoming in arrears and after two (2) written notices had been sent to it reminding it to do so, shall cease to be a member.

3.8 Resignation
A member may at any time resign from BDS Malaysia by giving written notice to the Executive Committee of BDS  Malaysia.

3.9 Expulsion
The Executive Committee of BDS  Malaysia may expel from membership any member willfully disobeying any of these rules, or guilty of any conduct rendering it unfit in their opinion to be a member of BDS  Malaysia.

Provided that before expelling a member, the Executive Committee shall call upon it to provide an explanation of its conduct, and shall hear what it may wish to urge in its defence. A member expelled from BDS Malaysia shall have no claim on the property of BDS Malaysia and shall not be eligible for readmission for a period of one (1) year from the date of expulsion.

3.10 Re-instatement of Membership
A member whose membership has been terminated may at any time apply to the Executive Committee of BDS Malaysia to have its membership re-instated by furnishing reasons for its re-instatement.  The decision to re-instate shall be at the sole discretion of the Executive Committee and shall be final and binding.  



ARTICLE IV : EXECUTIVE COMMITTEE

4.1  Executive Committee
The management of BDS Malaysia shall be entrusted to a committee comprising of the Chairman, Deputy Chairman, Secretary, Treasurer and five (5) committee members that have been elected by the AGM. The term of the Executive Committee shall be two (2) years from the date of the election.  

4.2 Meetings of the Executive Committee
The Executive Committee shall meet at least six (6) times annually for discussions about future events or any other matters that need to be addressed. At least five (5) members of the Executive Committee or half of the Executive Committee whichever is the lesser, shall be present to constitute a quorum.

4.3 Powers of the Executive Committee
The Executive Committee shall have the power:
a) to co-opt 2 committee members.

b) to manage the affairs of BDS Malaysia in accordance with these rules;

c) to appoint sub-committees for special purposes, and to delegate to
them any of the powers of the Executive Committee, except those of approving membership and expelling members.

4.4 Chairman
The Chairman of BDS Malaysia shall chair all meetings of the Executive Committee, and in his absence, the Deputy Chairman shall take the chair.  The Chairman of the Executive Committee shall be entitled to vote on any question but shall not have a second or casting vote. The Chairman shall also be the official spokesperson of BDS Malaysia.  The Chairman shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.  

4.5 Deputy Chairman
It is the responsibility of the Deputy Chairman to provide support and guidance to the Chairman, deputise for the Chairman, as may be required. The Deputy Chairman shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.  

4.6 Secretary
The Secretary of BDS Malaysia shall keep minutes of proceedings of all meetings of BDS  Malaysia, which minutes she/he shall transcribe into a minute book. She/he shall be responsible for the safe custody and maintenance of all records, papers and documents of BDS Malaysia which shall be kept at BDS Malaysia’s registered office. The Secretary shall also be responsible for conducting all correspondence of BDS Malaysia and maintaining a proper membership register of BDS Malaysia’s members.  She/he shall file annual returns within sixty (60) days from the date of the annual general meeting to the Registrar of Societies.  The Secretary shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.  

4.7 Treasurer
The Treasurer shall be responsible for the finances of BDS  Malaysia and shall keep account of all its financial transactions and be responsible for their correctness.  The Treasurer shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.  

4.8 Decisions of the Executive Committee
All decisions of the Executive Committee shall be by majority vote of the members present at a meeting duly convened and having a quorum.  Each member shall have one (1) vote. All such decisions made shall be binding on BDS Malaysia.



ARTICLE V : ANNUAL GENERAL MEETING

5.1 Date of Meeting
The Executive Committee of BDS Malaysia shall annually convene an Annual General Meeting of its members in the first quarter of the calendar year.

5.2 Agenda
The business transacted at the Annual General Meeting every year, except when stated, shall be:

a)    To elect the Executive Committee officers and members, which will be done once in two (2) years

b)    To receive and adopt the Executive Committee’s report on BDS  Malaysia for the previous year;

c)    To receive and adopt the Treasurer’s report and audited accounts of BDS  Malaysia for the previous year;

d)    To appoint auditors for the ensuing year;

e)    To deal with such other matters as may be put before it.

5.3 Notice
Notice of the Annual General Meeting shall be sent to members at least fourteen (14) days before the date of the meeting.

5.4 Representatives
Each NGO member shall be entitled to send not more than two (2) representatives to the Annual General Meeting and shall submit in writing the names and identity of its authorised representatives to the Secretary of BDS Malaysia not less than seven (7) days before the date of the meeting.

5.5 Quorum
The presence of the representatives of at least one third (1/3) of the total members of BDS Malaysia or fifteen (15) members of BDS Malaysia whichever is the lower shall constitute a valid quorum for the Annual General Meeting.
    
If one hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a date [not exceeding twenty one (21) days] to be decided by the Executive Committee; and if a quorum is not present half an hour after the time appointed for the postponed meeting, the persons present shall have power to proceed with the business of the day.



ARTICLE VI : FINANCIAL PROVISIONS

6.1 Use of Funds
Subject to the following provisions in these rules, the funds of BDS  Malaysia may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payment of salaries, allowance and expenses of its office-bearers and paid staff, and the audit of its accounts.

6.2 Petty Cash
The Treasurer may hold a petty cash advance not exceeding RM2,000.00 at any one time.  All money in excess of this sum shall within seven (7) days of receipt be deposited in a bank approved by the Executive Committee. The bank account shall be in the name of the organisation.

6.3 Process for the Approval of Funds
The Chairman and/or the Treasurer may approve payments or disbursements under RM5,000 when needed. If the sum to be disbursed is below RM100,000.00, the payment or disbursement must be approved by the Executive Committee. Any amount exceeding RM100,000.00 must be approved at the AGM or EGM.

6.4 Signatories
All cheques on BDS Malaysia’s account shall be signed jointly by any two (2) persons amongst the Chairman, Deputy Chairman, Secretary and Treasurer.  The Executive Committee may appoint any one (1) of its members to be an additional signatory.

6.5 Financial Year
The financial Year of BDS Malaysia shall be the annual calendar year.

As soon as possible after the end of each financial year a statement of receipts and payments and a balance sheet for the year shall be prepared by the Treasurer and audited by the Auditors appointed under Article VII. The audited accounts shall be submitted for approval at the next annual general meeting and copies shall be made available at the registered place of business of the Society for the perusal of members.

6.6 Sources of funding
In addition to internally generated funds, BDS Malaysia may receive donations, grants and gifts and may carry out fund-raising activities in compliance with the laws of Malaysia to further the aims of the organisation.



ARTICLE VII : AUDITORS
    
7.1 Appointment
Two persons who shall not be members of the Executive Committee shall be appointed at the Annual General Meeting as Honorary Auditors. They will hold office for two (2) years

Alternatively the Annual General Meeting may appoint a qualified firm of Accountants as the auditors.



ARTICLE VII : AMENDMENT OF RULES

8.1 Amendments
These rules may be not altered or amended except by resolution of an Annual General Meeting.  

8.2 Effective Date
Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies.  Any amendment to the Rules shall be forwarded to the Registrar of Societies within sixty (60) days of being passed by the Annual General Meeting.
 
 
 
ARTICLE IX : DISSOLUTION

10.1 Manner of Dissolution
BDS Malaysia may be voluntarily dissolved by a resolution of not less than three-fifths (3/5) of the total voting membership.

10.2 Debts and Liabilities
In the event of BDS Malaysia 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 an Annual General Meeting.

10.3 Notice
Notice of dissolution shall be forwarded to the Registrar of Societies within fourteen (14) days of its dissolution.




…………………………………           …………………………….
    
Pro-tem Chairman              Pro-tem Secretary
BDS Malaysia                     BDS Malaysia



Last modified onThursday, 21 April 2016 12:41
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