- Name of Society
- Registered Address
- Powers and Duties of Office Bearers
- Amendments to the constitution
Article 1: Name of Society
The name of the Society shall be known as: " Perinatal Society of Malaysia." (Persatuan Perinatal Malaysia)
Article 2: Registered Address
The registered address of the Society shall be:
Perinatal Society of Malaysia
c/o Department of Paediatrics
Hospital Kuala Lumpur
50586 Kuala Lumpur
Article 3: Objectives
The objectives of the Society shall be:
a) to promote maternal, fetal and neonatal wellbeing.
b) to advance the theory and practice of Perinatology in Malaysia.
c) to encourage training and research in Perinatology in Malaysia.
d) to provide espert advice to government and other bodies on matters pertaining to Perinatology.
e) to maintain liasion with other organisations or professions involved in Perinatology.
f) to maintain a liaison with international bodies in Perinatology.
Article 4: Membership
4.1 Classes of Membership
The Society shall consist of:
a) Ordinary Members
b) Life Members
c) Honorary Members
Ordinary Membership shall be Registered Medical Practitioners, Scientists, Members of the Scientific of Nursing profession, residing in Malaysia, who have a significant and active involvement in Perinatology and any others who in the opinion of the Council have a significant interest in Perinatology.
Life Membership shall be open to any ordinary member.
Honorary Membership shall be persons of distinciton who have made significant contribution to Perinatology. They shall be admitted to Honorary Life Membership of the Society by a Resolution of the Council.
4.2 Application and Election of Membership
Application for membership shall be made on a prescribed format and shall be submitted to the Secretary. Application has to be supported by two members of the Society and forwarded to the Council.
The election of new members shall be by the Council.
4.3 Termination of membership
- Any member of the Society may resign by giving notice to the Honorary Secretary in writing to that effect provided that any such member giving such notice will be liable to pay his subscription up to and including the year until such notice was given.
- Any member who is in arrears of his subscription for more than two years shall be liable to have his membership terminated by the Council. Such action shall be communicated to the said member by the Honorary Secretary. Failure of the said member to redress his arrears within three calendar months of the communication shall mean the automatic termination of his membership.
- Any member who becomes a detriment to the Society shall be liable to have his membership terminated by the Council. The reason for termination of membership shall be communicated to the said member in writing by the Honorary Secretary. He shall have the right to appeal to the General Meeting whose decision will then be final.
- Any member who has been terminated of his membership under section (a) or (b) above may reapply for membership but on a fresh application and on settlement but on a fresh application and on settlement of whatever arrears he owes to the Society.
Article 5: Finance
5.1 Financial Year
The financial year shall start on 1st June and end on 31st May the following year.
- The entrance fee for Ordinary and Life Membership shall be RM 10.00
- The annual subscription for Ordinary Membership shall be RM 30.00
- The annual subscription for Life Membership shall be RM 500.00 and no further subscription is payable thereafter.
- Honorary members shall not be required to pay any entrance or annual subscriptions. If elected from Ordinary members, these members shall not be entitled to a refund of their entrance fee or past subscriptions.
- Members prcoeeding overseas for periods lasting a year or more continuously may apply for their membership subscription to be suspended for the period overseas.
- The Society may by a resolution passed at General Meeting alter the rates of fees and / or subscription payable by all categories of members except honorary Members based on the recommendatons of the Council.
- The income and property of the Society whencesoever derived shall be applied solely towards the promotion of the objects of the Society as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howesover by way of profits to Membre of the Society. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any Councillor or servants of the Society or to any member of the Society in return for any services actually rendered to it or of allowances while engaged on any business connected with or arising out of the carrying out of any of the aims and objects of the Society.
5.3 Financial Provision
- The Society may from time to time receive donations from well-wishers either for specified projects or general purposes
- Subject to the following provisions in this rule, the funds of the Society may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payment of salaries, allowances and expenses to its office-bearers and paid staff, and the audit of its accounts.
- The Treasurer may hold a petty cash advance not exceeding RM 200.00 at any one time. All money in excess of this sum shall within one month of receipt be deposited in a bank approved by the Council. The banck account shall be in the name of "Perinatal Society of Malaysia".
- As soon as possible after the end of each finacial year a statement of receipts and payments and a balance sheet for the year shall be prepared and audited by the Auditors appointed. The audited accounts shall be submitted for the approval of the next Annual General Meeting, and copies shall be circulated to all members prior to the Annual General Meeting.
- No expenditure exceeding RM 1,000.00 shall be incurred without the prior approval of the Council, and no expenditure exceeding RM 5,000.00 shall be incurred without the prior approval of a General Meeting.
5.4 Auditing of Account
The accounts of the Society shall be audited annually by two Auditors elected at the Annual General Meeting.
Two Honoraray Auditors shall be elected at the Annual General Meeting. These two members shall be Registered Medical Practitioners and they need not necessarily be members of the Society, but they shall not be members of the Council.
Article 6: Management
The management of the Society shall be in the hands of the Council consisting of the following members who shall take office on the first day following the Annual General Meeting.
6.1 Council Members
These shall be nine in number and shall consist of:
- President - elect
- Immediate Past President
- Assistant Secretary
- Three Councillors
All office bearers of the Society and every officer performing executive functions in the Society shall be Malaysian citizens.
The Council must have at least:
Two from any other disciplines
6.2 Functions of the Council
The Council with the exception of the Immediate Past President shall be elected at every Annual General Meeting.
The Council shall:
- Direct and control the affairs of the Society in accordance with the Constitution.
- Be responsible for all decisions or announcements on policy affecting the Society as a whole.
- Have the power to co-opt, where necessary, the services of any person for a special purpose. In the cse of any vacancy in the Council, the Council shall have the power to co-opt any other member of the Society to fill in the vacancy until the next Annual General meeting.
- Appoint and instruct sub-committees as required.
- Recommend admission of membership to the Society
- Recommend termination of membership of the Society
- Control the finances of the Society
- Inform memberbs of matters pertaining to the objectives
6.3 In the event that the President is re-elected at an Annual General Meeting the post of the Immediate Past President shall fall vacant and hence at the same General Meeting four Councillors shall be elected.
Article 7: Powers and Duties of office bearers
7.1 The President:
- Shall superintend the conduct and affairs of the Society.
- Shall have a casting vote in addition to his normal vote.
- Shall have the right to call meetings of the Council and Society
7.2 The President - Elect:
Shall fulfill the duties, powers and responsibilities of the President in his absence
7.3 The Secretary:
- Shall generally administer the affairs of the Society in accordance with the Constitution and directions of the Council.
- Shall keep a Register of members.
- Shall convene all meetings of the Society.
- Shall prepare the Annual Report which shall be circulated to members two weeks before the Annual General Meeting of the Society
- Shall keep minutes of all the business meetings of the Society.
- Shall keep members informed of all the important activities of the Society.
- Such of the above duties of the Honorary Secretary as the Council shall from time to time decide be delegated by the Council to a paid secretary.
7.4 The Assistant Secretary:
Shall assit the Secretary in all the above functions.
- Shall be the custodian of the funds of the Society.
- Shall keep the funds in a bank approved by the Council.
- Shall keep account of all financial transactions of the Society
- Shall render an account of the funds of the Society at any meeting of the Council when so requested by any Councillor.
- Shall be responsible for the preparation of the audited Statement of Accounts.
Councillors shall generally assist in the management of the Society.
7.7 Term of Office:
The members of the Council shall hold office for a period of one year and retiring member shall remain in office until their successors have been appointed. Retiring members including the Immediate Past President shall be eligible for reelection.
Article 8: Meeting
8.1 Annual General Meeting:
The Annual General meeting of the Society shall be held in such a place and at a time of the year as the Council determines.
The business of the Annual General Meeting shall be:
- Adoption of Minutes
- Presenetation of Annual Report
- Approval of Statement of Accounts
- Election of Office-bearers and Auditors
- Acceptance of Motions
Any member may attend and participate in the Annual General Meeting.
The number of non-members attending Annual General Meeting will be regulated at the discretion of the Council.
8.2 Extraordinary General Meeting:
An Extraordinary General Meeting shall be convened:
- By the Council when they deem it necessary or desirable; or
- At the request in writing of not fewer than any fifteen Life or Ordinary members of the Society, stating the objects and purpose for such a meeting including proposed amendments to the Constitution.
- Fourteen days notice shall be given by the Secretary and such notice shall state the reasons for the meeting and full text of any proposed resolutions.
8.3 Council Meetings:
Council meetings shall be held at least once every three months or as and when necessary.
8.4 Scientific Meetings:
These shall be held regularly at dates and places determined by Council.
Article 9: Quorum
- The quorum for all Council Meetings shall be at least half the total number of Council Members
- The quorum at the Annual General Meetings shall be one-half the voting menbers or twice the number of Council members, whichever is the lesser. If a quorum is not available, another General Meeting shall be held not less than fourteen days and not more than one calender month from that day, and shall take place whether there be a quorum or not provided that no amendments to the Constitution shall be made.
- In the event of a lack of quorum at an Extraordinary General Meeting called at the request in writing by not fewer than any 15 voting members, the President shall then postpone the meeting to a day not earlier than 14 days and not more than one calender month from that day. At the postponed Meeting, if there is no quorum, then the President shall declare the meeting dissolved and no such Extraordinary General Meeting shall be convened for the same purpose for a period of six months.
- In the event of a General Meeting being postponed, the Honorary Secretary must notify all members not later than 3 days of the new date fixed for the postponed General Meeting.
- No quorum shall be required for Scientific Meetings.
Article 10: Amendments to the Constitution
Amendment to the Constitution of the Society may be recommended by a majority vote at a General meeting and be subject to confirmation by a two-thirds majority of valid votes cast. Such amendments shall take effect from the date of their approval by the Registrar of Societies. Any amendments tot he rules shall be forwarded to the Registrar of Societies within 28 days of being passed by the General meeting.
Article 11: Voting
11.1 All Life and Ordinary Members of the Society shall be entitled to one vote each at the Annual General or Special Meetings.
11.2 Proxy voting will not be permitted.
11.3 In the case of any equality of votes the Chairperson of the Meeting shall be entitled to a second or casting vote.
Article 12: Dissolution
12.1 The Society shall not be dissolved except with the consent of not less than two-thirds of its total voting members expressed either in person at a General Meeting or by postal vote.
12.2 Proposal for dissolution shall be made only by the Council and the Secretary shall give three months' notice of such a proposal.
12.3 In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged and the remaining funds and property shall then be disposed off to such institutions of medical education in Malaysia as the General Meeting thinks fit. If upon the winding-up or dissolution of the Society, there remains, after satisfaction of all its debts and same liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Society, but shall be distributed to other body or bodies having similar objectvies or to such other charitable body or bodies and which shall prohibit the distribution of income and property to members.
12.4 Notice of the dissolution shall be given to the Registrar of Societies within 14 days of such resolution.
Article 13: Interpretation
Between Annual General Meetings the Council shall interpret the rules of the Society and, when necessary, determine any point on which the rules are silent.
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 Society unless and until countermanded by a resolution of a General Meeting.