PERSATUAN SYARIKAT-SYARIKAT SEWA BELI MALAYSIA
ASSOCIATION OF HIRE PURCHASE COMPANIES MALAYSIA
The name of the Association shall be
SYARIKAT-SYARIKAT SEWA BELI MALAYSIA"
(ASSOCIATION OF HIRE PURCHASE COMPANIES MALAYSIA)
2. The registered
place of business of the Association shall be at :
Association of Hire Purchase Companies Malaysia
Unit 605, Block C
Phileo Damansara 1,
9, Jalan 16/11,
Off Jalan Damansara,
46350 Petaling Jaya,
The registered place of business shall not be changed without the prior approval of the Registrar of Societies.
3. In the Constitution, unless the context otherwise requires: -
"Act" means the Societies Act 1966 and the Regulations made thereunder including such statutory repeals, amendments and re-enactments that are made from time to time.
"Association" means Persatuan Syarikat-Syarikat Sewa Beli Malaysia (Association of Hire Purchase Companies Malaysia).
"Companies" means a company incorporated in Malaysia under the Companies Act 1965 wherein the Association holds shares, stock, debentures, debenture stocks, bonds notes, obligations, warrants, options or securities and other moveable or immovable property.
"conditional sale" means a contract for the sale of goods under which the purchase price or part of it is payable by instalments, and the property in the goods is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to payment of instalments or otherwise as may be specified in the contract are fulfilled.
"Council" means the elected and appointed members for the time being of the Council of the Association hereby constituted.
"credit related business" means the business of:-
(a) credit token;
(b) instalment sale.
"credit sale" means a contract of sale providing for payment by instalments but without any provision deferring the transfer of title to the buyer.
"credit token business" means any business where a token, being a card, cheque, voucher, coupon, stamp, form, booklet or other document or thing is given or issued to a person (in this definition referred to as the "customer") by the person carrying on the business (in this definition referred to as "issuer") whereby such issuer undertakes:-
(a) that on the production of the token (whether or not some other action is also required), the issuer will supply cash, goods or services on credit; or
(b) that where, on the production of the token to a third party (whether or not any other action is also required), the third party supplies cash, goods or services, the issuer will pay the third party for them (whether or not deducting any discount or commission), in return for payment to be made thereafter to the issuer by the customer,
and for the purposes of this definition, the use of a token to operate a machine operated by the issuer or by a third party shall be regarded as the production of the token to the person providing the machine.
"general meeting" means the Annual General Meeting or an extraordinary general meeting.
"hire purchase" means the business of the hiring or letting of goods by one person to another with an option granted to the other to purchase such goods.
"information" means statements, accounts, data, statistics, reports, agreements, directives, circulars, memoranda, guidelines, rules, orders, regulations, opinions and such other documents that are prepared, issued and/or compiled by the Association and/or in its possession.
"instalment sale" includes credit sale and conditional sale.
"members" means voting and non-voting members of the Association.
"Members of the Council" includes the Chairman and Vice-Chairman of the Association.
"non-voting member" means a member other than a voting member and as defined under Rule 11 hereof.
"person" includes an individual, any corporation, statutory body, local authority, society, trade union, co-operative society, partnership and any other body, organisation, association or group of persons, whether corporate or incorporate, having the power to enter into contracts.
"voting member" means a member of the Association as defined in Rule 11 hereof.
Words in the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter gender.
4. The territory to be covered by the activities of the Association shall be anywhere in Malaysia and such other territories as may from time to time be agreed upon by a majority of voting members present and voting in general meeting.
(5). The objects of the Association shall be:-
(a) To encourage, promote, enhance, protect and safeguard the interest of members with particular reference to all forms of hire purchase and credit related business.
(b) To consider, recommend and advise on all matters of importance and/or interest to members.
(c) To afford information, assistance and advice on matters pertaining to hire purchase and credit related business to all members.
(d) To provide rooms, offices or other premises for service to members and generally for carrying out the objects of the Association.
(e) To print, publish any handbooks, magazines or other periodicals connected with hire purchase and credit related business.
(f) To liaise with Government, Police, City or other appropriate authorities with reference to legislation, taxation and all other matters pertaining directly or indirectly to hire purchase and credit related business.
(g) To enter into agreements or become affiliated with other similar associations or clubs and to make payment out of the funds of the Association in respect thereof.
(h) To provide information, materials, facilities and other similar assistance to members.
(i) To establish and maintain a register or registers of motor vehicles and any other goods or chattels which are the subject matter of hire purchase agreements and/or credit related business and details of persons enjoying and/or who have enjoyed hire purchase facilities and/or credit related business with members at an office in Malaysia and/or any other place and to furnish members with information therefrom as and when required so to do by any of its members.
(j) To borrow or raise and give security for money by the issue of or upon bonds debentures debenture stock bills of exchange promissory notes or other obligations or securities of the Association or by mortgage or charge upon all or any part of the property of the Association.
(k) To invest the funds of the Association in any manner and for whatever purpose the Council thinks fit (where such investments shall include but shall not be limited to shares, stocks, debentures, debenture stock, bonds, notes, obligations, warrants, options or securities and other moveable or immovable property) and to hold, sell or otherwise dispose of any such investments.
(l) To acquire, on such terms as the Council thinks fit, all or any part of the share capital of, and the whole of or any interest in the undertakings and businesses of, any company, firm or person which appears likely to be advantageous to the Association and/or which appears to promote any of the Association's objects.
(m) To participate, whether actively or otherwise, directly or indirectly, in any other company, business, association, society, club and such other organisations whose objects or purposes or any part thereof shall in the opinion of the Council assist to further and/or enhance any one or more of the objects of the Association, which participation shall include, but shall not be limited to shareholding, whether partly or wholly, membership, investment, mergers, joint ventures, joint co-operation.
(n) To provide advice, services, training, counselling, consultancy, exchange, distribution and/or disclosure of information, and such other functions as may be required either on a temporary and/or permanent basis as the Council shall determine suitable at its absolute discretion.
To sell or dispose of the undertakings of the Association as referred to in sub-Rules (k), (l), (m) and (n) hereof or any part of it for such consideration as may be thought fit, by the Council whose decisions therein shall be final.To disclose such information and/or any part thereof that is relevant to the pursuit and attainment of the objects of the Association to such other companies, businesses, associations, societies, clubs and organisations as the Council at its sole and absolute discretion shall deem proper and necessary for the furtherance and/or enhancement of the objects of the Association; save that such disclosure shall not be in any way inconsistent with the provisions of the Act or any other written law.
CONSTITUTION AND ADMINISTRATION
(6) (a) The Association shall be managed by a Council of not more than fifteen (15) and not less than ten (10) voting members. They shall be elected annually at the Annual General Meeting and nominations for election of candidates to the Council at an Annual General Meeting shall be lodged with the Honorary Secretary in writing signed by the candidate and at least two (2) voting members not less than seven (7) days before the date of such Annual General Meeting.
At every Annual General Meeting one third (1/3) of the Members of the Council for the time being or if the number is not divisible by three (3), the number nearest one-third (1/3) shall retire from the Council but shall be eligible for re-election whether nominated or not. The Members of the Council to retire at an Annual General Meeting shall be those who have served longest in office since their last election but as between members who were elected Members of the Council on the same day those to retire shall (unless otherwise agreed among themselves) be determined by lot.
The Council shall from among its own members and at its first meeting elect a Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer but no person shall be eligible to hold the office of Honorary Treasurer for more than two (2) consecutive terms. All members of the Council and every officer performing executive functions in the Association shall be Malaysian citizens.
(d) The principal duties of the office bearers shall be as follows: -
The Chairman shall during his term of office preside at all general meetings and all meetings of the Council. He shall be responsible for the proper conduct of all such meetings and shall sign the minutes of each meeting at the time when they are approved.
The Vice-Chairman shall deputise the Chairman during the latters absence.
The Honorary Secretary shall maintain a proper membership register of all the members of the Association and shall carry out the instructions of the general meeting and of the Council. He shall be responsible for the minutes of the proceedings of all general and Council and shall also conduct all correspondence and keep all the records, documents and papers except the financial accounts of the Association.
The Honorary Treasurer shall be responsible for the financial affairs of the Association. He shall keep proper books of accounts and records of all its financial transactions and shall be responsible for their correctness.
The other members of the Council shall generally manage the affairs of the Association in accordance with its Constitution and Rules and shall carry out all such duties as directed by the Chairman or the Council.
(e) The Council shall hold office from their election until retirement as provided under sub-Rule 6 (b) hereof and shall have power to appoint any voting member of the Association to fill any vacancy occurring by resignation or by reason of any member of the Council ceasing during his term of office to be a voting member of the Association provided that any voting member appointed to fill up such vacancy shall retire at the following Annual General Meeting of the Association but shall be eligible for election as a member of the Council at such meeting.
(f) The Council shall be empowered to appoint advisers and consultants on such terms as may be decided by the Council and to co-opt or invite the attendance of any person, whether a member or not to attend any of its meetings, but such persons shall have no right to vote.
(g) If any representative from a member of the Council is unable to attend a Council meeting for any reason, he shall be entitled to nominate a replacement to attend such meeting in his place.
POWERS AND FUNCTIONS OF THE COUNCIL
7. The Council shall have the following powers and functions:-
(a) To decide all matters and to formulate Rules concerning the administration and management of the Association.
(b) To authorise payments from the Association's funds for the Association's purposes from time to time.
(c) To be the sole authority for the interpretation of the Rules in the Constitution and the Association.
(d) To appoint, employ and remunerate secretaries, accountants, legal advisers or other servants or agents as it may from time to time deem necessary and to terminate any such appointment or employment at any time.
(e) To have the authority to appoint, nominate, authorise, substitute and direct such suitable Members of the Council and or such other persons whom in the opinion of the Council are suitable to be appointed, nominated and/or substituted to the board of directors of the Companies, and/or any other executive or governing council, committee or body with such executive, administrative and or managerial powers and functions under the relevant provisions of such Companies, businesses, associations, societies, clubs and such other organisations in which the Association has any interests whereby the terms and conditions of such appointments, nominations and/or substitutions (where relevant) shall be decided between such persons so appointed, nominated and or substituted and the respective Companies, businesses, associations, societies, clubs and such other organisations as determined by the Council.
(f) The decision of the simple majority of the Members of the Council in exercise of its powers under sub-Rule (e) hereof shall be final and shall not be questioned by any person who is either a member of the Council or a member of the Association and any other persons in any manner, form or method whatsoever inclusive of but not limited to judicial and or quasi-judicial proceedings and or any other proceedings under any written law.
(g) To delegate and refer such of its powers and duties to any committee or person which it shall appoint for any specified purpose as it shall deem necessary provided however that any decision or action shall have no force or effect unless and until it is confirmed by the Council.
(h) So much of the funds as may not be wanted for immediate use or to meet the usual accruing liabilities by the Association shall be applied by the Council towards any and/or all of the purposes as contained in any of the objects of the Association or in any other investment in which the Council is for the time being by law authorised to invest Association funds.
(i) To carry out all or any of the objects of the Association and to do all such lawful things as may be necessary to the attainment of such objects.
(j) The Council shall at its absolute discretion determine the scope and/or extent of the objects of the Association and shall thereafter as a matter of policy determine the manner, method and/or mode of implementing and/or carrying out the objects of the Association in such manner as it deems fit and proper wherefore such policy decisions of the Council are final and shall not be questioned in any manner, form or method whatsoever and the same shall apply to any quasi-judicial and/or judicial proceedings of any nature or kind howsoever and whatsoever arising.
(k) Notwithstanding sub-Rule (j) hereof, the Council shall at all times act in a manner that is consistent with its powers, duties and obligations under the Constitution of the Association and/or the provisions of the Act or any other written law.
MEETING AND WORKING OF THE COUNCIL
8. (a) The Council shall meet at least once every three (3) months at the office of the Association or at any such time or place as the Council may decide from time to time.
(b) In addition to meetings in sub-Rule (a) hereof the Council shall also meet whenever it may be considered necessary by the Chairman or upon a requisition in writing signed by at least five (5) Members of the Council stating the business to be transacted, provided seven (7) days notice be given.
(c) Notices of meeting of the Council with an agenda attached thereto, shall be sent to each of the Members of the Council at least three (3) days prior to the date of the meeting.
(d) Subject to the provision hereinafter provided the quorum for a meeting of the Council shall be not less than one-half (1/2) of the total number of Members of the Council. The chair shall be taken by the Chairman of the Council, or in his absence by the Vice-Chairman and if both shall be absent the members present shall elect one of their members to preside over the meeting.
(e) Decision at such meeting shall be decided in a simple majority of votes of the Members of the Council present and voting. Each member of the Council shall be entitled to one (1) vote but in the event of an equal division of votes the Chairman of the meeting shall have an additional or casting vote.
(f) Decisions may be taken by the Council via correspondence, circular, facsimile and/or telegram and without any actual meeting of its members on matters which are in the opinion of the Chairman or Acting Chairman of an urgent and non-controversial nature and provided all such decisions are effected by resolutions passed by a two-third (2/3) majority of Members of the Council and such resolutions may be acted upon immediately and shall thereafter be submitted to the next regular meeting of the Council for confirmation in the minutes of the meeting.
(g) If a member of the Council shall fail to attend the meeting of the Council (without leave from the Council) for three (3) consecutive meetings without explanation satisfactory to the Council he shall be deemed to have resigned from the Council.
(h) Proper minutes shall be recorded of all resolutions and proceedings of meetings of the Council and of any committee and every minutes signed by the Chairman of the meeting to which it relates or by the Chairman of a subsequent meeting shall be sufficient evidence of the facts therein stated.
ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
9. (a)(i) The Association shall hold an Annual General Meeting of members not later than the month of June in each year upon a date and at a time to be fixed by the Council, inter alia, for the following purposes:-
1. to confirm the minutes of the last Annual General Meeting;
2. to receive the Report of the Council for the preceding year on the affairs of the Association;
3. to receive and if approved pass the Accounts for the preceding year ending 31st December;
4. to elect subject to sub-Rule 6 (b) hereof the Council for the ensuing year;
5. to appoint auditors for the ensuing year; and
6. to transact any other business which may be properly brought before such meeting; the decision of the Chairman to be final in this respect.
(a) (ii) A general meeting other than the Annual General Meeting shall be known as an extraordinary general meeting.
(b) Notice of every Annual General Meeting together with Agenda, Report of the Council and statement of Accounts and of business to be transacted thereat shall be sent by post to each member at least fourteen (14) days before the date of the meeting. The accidental omission to give any such notice by post to any member shall not invalidate any resolution passed at the meeting.
(c) The Council shall call an extraordinary general meeting of members whenever it shall deem necessary or whenever a requisition signed by at least one-quarter (1/4) of the total number of voting members stating the business to be transacted is received. Notice of such extraordinary general meeting shall be given to the members at least fourteen (14) days before the date of the meeting and only the business specified in the notice shall be dealt with at the meeting.
(d) The quorum at a general meeting other than that convened for the purpose of dissolution of the Association to which Rule 16 hereinafter provided shall apply shall be one-quarter (1/4) of the total voting membership at the time when the meeting proceeds to business. If a quorum shall not be present at the appointed time, the meeting shall stand adjourned for thirty (30) minutes after which the business of the meeting shall be submitted at an adjourned general meeting to be held immediately thereafter and the quorum for such adjourned general meeting shall be the number of voting members for the time being present.
(e) The Chairman of the Council shall preside as chairman at every general meeting. If he is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-chairman shall be appointed chairman of the meeting. If both shall be absent or unwilling to act, the voting members present shall elect one of their members as chairman to preside over the meeting.
(f) At all general meetings of the Association a voting member shall vote by its proxy who shall be a senior executive of the voting member duly authorised by its director or chief executive officer or a senior executive provided the proxy form is lodged with the Honorary Secretary not less than three (3) days before the date of the meeting.
The election of Council shall be by secret ballot which shall be conducted in such manner as the Council shall think fit.
At any general meeting a resolution put to vote shall, subject to sub-Rule (j) hereof and Rule 16 hereinafter provided, be decided by a simple majority of the voting members present and voting on a show of hands unless a secret ballot is (before the method of voting by the show of hands is decided) demanded: -
by the chairman; or
by at least two (2) voting members present at such meeting.
Unless a secret ballot is demanded a declaration by the chairman that a resolution has on the show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour or against the resolution. The demand of a secret ballot may be withdrawn.
(i) If a secret ballot is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman or the Council, may determine and the result of the secret ballot shall be the resolution of the meeting at which the secret ballot was demanded, but a secret ballot demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
(j) Resolutions to make amend or repeal the Rules contained herein this Constitution of the Association shall be decided by at least a two-third (2/3) majority of the voting members present and voting at such meetings where the same shall be proposed.
(k) In the case of an equality of votes, whether on a show of hands or on the secret ballot, the chairman of the meeting at which the show of hands takes place or at which the secret ballot is demanded shall be entitled to a second or casting vote.
(l) The chairman may, with the consent of any meeting at which a quorum is present (and 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 as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
10. (a) The entrance fees and subscriptions of members shall be payable at the Association's registered place of business and all such moneys together with such other moneys as may be collected or received by the Association, including gifts, donations and contributions shall be the sole property of the Association and shall be administered in such manner as the Council shall deem proper.
(b) All moneys received shall be paid into a banking account or accounts, which shall be opened in the name of the Association with such bank or financial institution or banks or financial institutions as the Council shall from time to time determine. All cheques drawn on the account or accounts relating to the funds of the Association shall be signed jointly by any two (2) of the following: 1) Chairman 2) Vice-Chairman 3) Honorary Secretary and 4) Honorary Treasurer.
(c) The Council shall have power to invest surplus funds of the Association as it thinks fit and proper and all properties and investments of whatever nature shall be held in the name of the Association or a Trust Corporation to be approved by the Council for the time being and such Trust Corporation shall hold such properties as Trustees for the Association.
(d) Standard books of account shall be kept showing the financial position of the Association and the Council shall cause to be prepared a statement of account of the Association's funds, income and expenditure such statements to be prepared once in every year made up as at 31st December and audited by the Auditors appointed at the last Annual General Meeting. That statement of Accounts shall be embodied in the Report of the Council sent to every member, together with the notice of the Annual General Meeting in accordance with the provisions of sub-Rule 9(b) hereof.
(e) By resolution passed in general meeting by a simple majority of voting members present and voting the Association may borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligation or securities of the Association or by mortgage or charge upon all or any part of the property of the Association.
(f) Investments and properties held by a Trust Corporation as aforesaid as Trustees for the Association may be sold or otherwise disposed of with the consent of the majority of voting members attending and voting in general meeting.
11. (a) Membership of the Association shall be confined to any corporation and body corporate incorporated in Malaysia whether under the Companies Act 1965 or other written laws (including banks and financial institutions licensed under the provisions of the Banking and Financial Institutions Act, 1989 and the regulations made thereunder including such statutory repeals, amendments and re-enactments that are made from time to time), engaged in the hire purchase and/or credit related business.
(b) Members shall consist of voting and non-voting members.
(c) Voting members means those members of the Association conducting hire purchase business as principal activity and having a minimum Paid-up Capital of RM 1,000,000.00.
(d) non-voting members shall be divided into the following categories, namely:-
(i) Associate Members - being non-voting members conducting hire purchase business as principal activity and having a Paid-up Capital of less than RM 1,000,000.00.
(ii) Affiliate Members - being non-voting members conducting credit related business as principal activity and having a minimum Paid-up Capital of RM 1,000,000.00.
(e) Non-voting members shall have no voice or vote in the affairs or management of the Association, or eligible to be a member of the Council of the Association provided always where in the opinion of the Council any non-voting member may render service to the Association, the Council may co-opt such non-voting member to the Council or appoint such non-voting member to any of the committees.
(f) Non-voting members shall be bound by the Constitution, rules and other regulations of the Association for the time being in force and unless otherwise stated, be subject to the lawful requirement and direction of the Council.
(g) Non-voting members shall not be entitled to propose or second any person for membership of the Association.
(h) Every application for membership shall be submitted to the Honorary Secretary on a prescribed form and must be duly proposed and seconded by two (2) existing voting members of the Association. All applications shall be processed and to be approved or disapproved by the Council who shall cause a register of all members to be kept.
(i) Any company which is a member of the Association may by notice in writing signed by its principal officer authorise such person as it thinks fit to act as its representative at any meeting of the Association and the person so authorised shall be entitled to exercise the same powers on behalf of the company which he represents as that company could exercise if it were an individual member of the Association. The member shall notify the Honorary Secretary of the Association in writing on any change of its representative.
(j) The entrance fee payable by each member upon admission shall be the sum of Ringgit Malaysia Five Hundred (RM500.00) only.
(k) In addition to sub-Rule (j) hereof members of the Association shall pay such sum or sums by way of annual subscription to meet running expenses and the outgoings of the Association and such contributions for development or other purposes as the Council may from time to time deem fit. The annual subscription shall not exceed Ringgit Malaysia Five Hundred (RM500.00) only per annum in the case of voting members and Ringgit Malaysia Three Hundred (RM300.00) only per annum in the case of non-voting members.
(l) The annual subscription shall be paid on the first (1st) day of January in each year and upon payment of annual subscription a Certificate of Membership shall be issued to the member on a year to year basis.
12. The Accounts of the Association shall be audited by a professional firm of auditors appointed at the immediate preceding Annual General Meeting.
13. (a) Any member who has not paid his annual subscription within twenty-one (21) days after it became due shall be considered in arrears whereupon a first reminder shall be sent to such a member.
(b) If payment is not received within one (1) month from the date of the first reminder then a second reminder shall be issued.
(c) If the amount due shall still be outstanding two (2) months after the date of the first reminder the member's name shall be noted and the member shall receive no further facilities until the subscription has been brought up to date.
(d) If the amount due shall still be outstanding three (3) months from the date on which the subscription first became due the member shall automatically cease to be a member. Nevertheless on good reason or excuse being shown such former member may be reinstated at the discretion of the Council upon payment of all arrears due.
RESIGNATION AND EXPULSION OF MEMBERS
14. (a) If any member shall desire to resign from the Association the member shall give notice in writing of such desire to the Council and shall thereupon cease to be a member. No entrance fee nor any proportionate part of the member's subscription shall be refunded.
(b) Any matter involving the conduct of any member or the member's expulsion from the Association shall be referred by the Chairman to the Council at a meeting thereof specially convened for the purpose. Seven (7) days' notice of such meeting must be given to the member concerned by the Honorary Secretary. The notice shall set out the matter upon which the Council's decision or advice is desired and the member in question shall be entitled to be heard and to be present at the meeting for that purpose (but not thereafter) before any decision or recommendation of the Council is recorded. Any member who has in the opinion of not less than two-thirds (2/3) of the Members of the Council present and voting at such meeting, committed a breach of any of the provisions of the Constitution or who has acted in any way contrary to the interests of the Association or whose conduct has in such majority opinion of the Council as aforesaid rendered the member unfit to be a member may be expelled from the Association. Such expelled member shall cease to be a member; shall forfeit all interest in the funds and property of the Association and thereafter shall be ineligible for membership without the special consent of the Council.
ALTERATION OF CONSTITUTION
15. The Rules contained herein this Constitution may be amended or repealed from time to time. Any proposed alteration, addition or amendment to the Constitution shall be submitted to the Council duly proposed and seconded in writing by at least two (2) voting members. The Honorary Secretary shall thereupon circulate the same to Members of the Council which shall make its recommendation thereon and convene an extraordinary general meeting to consider and if thought fit to adopt such proposal with or without modification.
The notice convening any such meeting shall set forth the proposal and the reasons therefor which the voting members may have given and the recommendations of the Council in connection therewith. Any proposal which is adopted by resolution of a two-third (2/3) majority of the voting members present and voting at the meeting shall be valid and binding upon all members. Such alteration, addition or amendment to the Constitution shall be submitted to the Registrar of Societies within sixty (60) days from being passed by such general meeting or such other period as prescribed by the Act from time to time and shall come into force from the date of approval of the Registrar of Societies.
16. (a) The Association may be dissolved with the consent of not less than three-fifths (3/5) of the total voting members of the Association expressed by a written proxy at the general meeting convened for that expressed purpose and the quorum at such a meeting shall be three-fifths (3/5) of the total voting membership at the time the meeting proceeds to business. If the total voting members are not divisible by five (5) then the nearest number thereto which is divisible by five (5) shall be taken for purpose of deciding whether three-fifths (3/5) of the total voting members have consented to dissolution.
(b) If within thirty (30) minutes from the time appointed for such meeting a quorum is not present, such meeting shall be aborted.
(c) Notice of dissolution shall be given within fourteen (14) days of such dissolution to the Registrar of Societies.
(d) In the event of the Association being dissolved the funds of the Association after payment of all debts and liabilities shall be distributed in such manner as the majority of the voting members attending the general meeting of the Association convened in accordance with sub-Rule 16(a) hereof shall think fit.
17. (a) Gambling of any kind such as the playing of pakkow or mah-jong whether for stakes or not are forbidden on the Association's premises. The introduction of materials for gambling or opium smoking and of bad characters into the premises is prohibited.
(b) The funds of the Association shall not be used to pay the fines of members who have been convicted in Court.
(c) The Association shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any trade union activity as defined in the Trade Unions Act.
(d) The Association shall not hold any lottery whether confined to its members or not in the name of the Association or its office-bearers or Members of the Council.
(e) The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
18. (a) Every member shall be deemed to be bound and to abide by the Constitution of the Association or any amendment thereof.
(b) Any notice or communication may be sent by post to any member at the last known address of the member and upon the posting thereof the same shall be deemed to have been sent and received by such member upon the second day following that on which the same was posted.
(c) All members shall keep the Honorary Secretary informed of their registered and business address and of all changes therein.