Bmw Club By-laws Constitution

CONSTITUTION OF KELAB BMW MALAYSIA (BMW CLUB OF MALAYSIA) TABLE OF CONTENTS ARTICLE

CONTENT

01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21

Name Registered Place of Business Logo Aims and Objectives of the Club Affiliation Membership Register of Members Change of Address Entrance Fee and Subscription Fee Termination and Expulsion General Meeting Managing Committee Duties of Office Bearers Financial Provisions Auditor Appointment of Officers under Section 9a of the Societies Act, 1966 Interpretation Prohibitions Patron Amendment of Constitution Dissolution

CONSTITUTION OF KELAB BMW MALAYSIA (BMW CLUB OF MALAYSIA) Article 01 : Name 1.1 The name of the Club shall be KELAB BMW MALAYSIA (BMW CLUB MALAYSIA) and shall be hereinafter be referred to as the “Club”. Article 02 : The Registered Place of Business 2.1 The registered place of business of the Club shall be A503, Kelana Square, SS 7/26, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia or at such other place or places as may from time to time be decided on by the Managing Committee. Its registered place of business shall not be changed without the prior approval of the Registrar of Societies. Article 03 : Logo 3.1 The logo of the Club is

Description about the Logo :1. The logo shape as the shield represents integrity and protection 2. The map of Malaysia represents the country the club resides Color description about the Logo :1. Blue and white is the corporate colour of BMW AG

Motto description 1. It represents the name of the club and the website, www.bmwclubmalaysia.com

Article 04 : Aims and Objectives of the Club 4.1 Mission Statement: To further enhance the BMW ownership experience through sharing of knowledge and experiences and in building a community of like minded people, to provide and promote avenues and activities for perpetuation of this common interest and to be a representative of its members in Malaysia and the region. 4.2

Vision: 4.2.1 To become the premier car enthusiast club in Malaysia. 4.2.2 To be recognized as a responsible, caring, useful, innovative and well-informed component of the Malaysian society. 4.2.3 To be the regional portal for BMW owners to voice, understand and enhance the ownership of BMW. 4.2.4. To become the ultimate car enthusiast club for BMW enthusiasts in Malaysia and the region with a predisposition to contribute positively to the Malaysian community. 4.2.5. To be self-governing and independent, abiding by the principles of good teamwork in organizing, and carrying out events and activities by combining the knowledge and expertise of its membership.

Article 05 : Affiliation 5.1 The Club may on its own volition as it deems fit, be affiliated with other local or international BMW Clubs or Societies as part of or under the International BMW Club Council. Article 06 : Membership 6.1 Membership of the Club shall be open to Malaysian citizens who are above 18 years of age, regardless of race, sex, religion and occupation, who own or whose household own or have access or is assigned by the company a BMW vehicle. 6.2

Classification of Membership The membership of the Club shall be classified as follows:6.2.1 Ordinary Membership Any Person above the age of eighteen (18) years of good moral character, who own or whose household own or have access or is assigned by the company a BMW vehicle at the time of registration and shall be a prerequisite criteria towards renewing said membership in the subsequent year(s) and supports the Club’s objectives and is willing to abide by the Club’s Constitution shall be eligible for membership as an Ordinary

Member. He/she shall have voting rights and be entitled to all the privileges prescribed under the Club’s Constitution. 6.2.2 Honorary Membership The Managing Committee shall be empowered to grant Honorary Memberships subject to approval of the General Meeting with two-thirds (2/3) special majority vote. An Honorary Member shall be entitled to all the privileges of the Ordinary Members, but shall have no voting rights or powers to nominate or be nominated to hold office in the Managing Committee. 6.3

All applications must be made on the forms prescribed by the Club and shall be submitted to the Secretary and approved by the Managing Committee.

6.4

All approved applications shall upon payment of the prescribed Entrance Fee and Subscription Fee be admitted as members of the Club and shall accordingly, be entitled to all the privileges of membership. Declined applications will be entitled for refund of their Entrance Fee and Subscription Fee (free of interest). The Club or its Managing Committee shall not be obliged to provide any reasons for declining any application.

Article 07 : Register of Members The Secretary shall keep a register of numbers containing such particulars as follows :a.Membership number b.Date of admission c.Name d.Date and place of birth e.Identity card or Passport number (if applicable) f.Nationality and race g.Occupation and office address h.Residential address and contact telephone number i.Type of membership j.Email address k.Vehicle details Article 08 : Change of Address Every member shall within 14 days notify the Secretary of his/her change of address, failing which any correspondence, circular or notice sent by ordinary post to his/her last known address as appearing in the Club’s register of members shall be deemed to have been duly dispatched or given and to the member for any purpose prescribed under the Club’s rules.

Article 09 : Entrance Fee and Subscription Fee 9.1

The Entrance Fee and Subscription Fee payable by Ordinary Members shall be as follows :Entrance Fee Yearly Subscription Fee

: RM 150.00 : RM 150.00

9.2

Honorary members shall not be liable to any enhance fees and/or yearly subscription fees during their term as said Honorary member.

9.3

All yearly Subscription Fees must be paid in advance within the first three (3) months of each calendar year. Payment shall be made to the Treasurer of the Club.

9.4

Any member whose Subscription Fee is in arrears by a year (1) or more shall receive a written notice signed by the Secretary on behalf of the Managing Committee and such member’s rights or privileges of the Club shall be suspended until all dues are fully settled in his account.

9.5

Any member whose arrears in Subscription Fee exceed two (2) years shall automatically cease to be member of the Club. The Managing Committee, upon being satisfied that due written notice has given to member to settle all outstanding sums, exercise its sole and absolute discretion to initiate any legal recourse necessary, to recover all sums outstanding.

9.6

The Managing Committee may, subject to a simple majority, be empowered to waive any applicant’s Entrance Fee and/or annual Subscription Fee in the event an applicant being unable to afford the same. Such a waiver shall be reviewable annually by the Managing Committee.

9.7

The Managing Committee shall be empowered to levy any additional fee to allow any member whose membership has lapsed to rejoin the Club.

9.8

No membership fee shall be refunded to any member who leaves the Club before the expiry of his annual subscription.

9.9

Special subscription fees or levies for any specified purposes may be raised from voting members at the Club’s General Meeting. Such sums due from a member who fails to pay such special subscription shall be treated in the same way as arrears for Annual Subscription Fee.

9.10

All application for admission as a member and/or a forummer and the admission and refusal thereof are subject to shall be the sole discretion of the Committee whose decision shall be final.

Article 10 : Termination and Expulsion 10.1 Any member wishing to terminate his membership in the Club must provide one (1) month’s written notice to the Secretary and settle all payments due to the Club 10.2

Any member who fails to comply with the Club’s Constitution or has acted in a manner to bring disrepute to the Club, may be expelled or suspended for any period of time as the Managing Committee deems fit. This shall be carried out via a formal notice to the relevant Member, who shall be given an opportunity to show cause why such action should not be taken. In any event, the Managing Committee shall retain its sole and absolute discretion to affirm or reverse its decision to expel or suspend the said Member.

10.3

Any person who has terminated his membership of the Club may subject to Article 6.1 of this Constitution be re-admitted as a Member of the Club.

Article 11 : General Meeting 11.1 The supreme authority of the Club is vested in members voting at the General Meeting. At least fifty percent (50%) of the voting membership of the Club or two (2) times the total of the members of the Managing Committee must be present at the General Meeting for its proceedings to be valid and to constitute a valid quorum. 11.2

If half (1/2) an hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a later date (not exceeding 30 days) from the date of the first meeting to be decided by the Managing Committee; and if a quorum is not present half (1/2) an hour after the time appointed for the postponed meeting, the members present shall have the power to proceed with the agenda of the meeting but shall not have the power to alter the rules of the Club of make any decision affecting the whole membership.

11.3

An Annual General Meeting (“AGM”) of the Club shall be held as soon as possible after the close of each financial year but shall not be later than 31st March, on the date at a time and place decided on by the Managing Committee. The business of the AGM shall be:a. To confirm the minutes of the previous AGM and General Meeting(s). b. To receive the Managing Committee’s report on the activities of the Club during the prior year. c. To receive the Treasurer’s report and to pass the audited statement of accounts of the Club for the previous year. d.To elect a Managing Committee every (2) years and to appoint an auditor. e.To deal with such other matters as may be put before the AGM.

11.4

The Secretary shall send to all members at least thirty (30) days before the meeting, a notice of the Annual General Meeting including agenda and copies of minutes and reports, motions, together with the audited accounts of the Club for the prior year. Copies of these documents will also be made available at the registered place of business of the Club for the perusal of members.

11.5

An Extraordinary General Meeting (“EGM”) shall be called at any time upon either a resolution of the Managing Committee or the requisition in writing of at least fifty percent (50%) of the voting members whose names appear in the register of members of the Club. The purpose of such meeting must be stated at the time of such requisition and not less than thirty (30) days’ notice of such meeting must be given to all members of the Club. No business other than that of which notice has been given shall be considered at the EGM.

11.6

All requisition must be in writing and shall be served by Acknowledged Receipt Registered Mail (“AR registered”) on the Secretary and deemed received if the same is duly acknowledged by Secretary on behalf of the Club.

11.7

An EGM requisitioned by voting members shall be convened on a date within thirty (30) days of receipt of such a written requisition.

11.8

Article 11.1 and 11.2 of this Constitution regarding the quorum and the postponement of the AGM shall also apply to an EGM, but with the proviso that if no quorum is present after half (1/2) an hour from the time appointed for a postponed EGM as requisitioned by voting members, the meeting shall be cancelled and no such meeting shall be requisitioned for the same purpose until after the lapse of at lease six (6) months from the date thereof.

11.9

At any General Meeting, the decisions shall be made by simple majority of votes except where otherwise provided by the Societies Act, 1966 and the Constitution.

Article 12 : Managing Committee 12.1 A Managing Committee of the Club shall consist of not less than Eight (8) members as follows, who shall be termed as the Office-Bearers of the Club, shall be elected every two (2) years at the Annual General meeting. (i) A President (ii) A Vice President (iii) A Secretary (iv) A Treasurer (v) Four (4) other Ordinary Committee Members 12.2

The Founder shall be automatically be named or appointed as the Honorary Club Advisor of the Club should the appointment be accepted by said Founder.

12.3

The Office-Bearers of the Club and every officer performing executive functions in the Club shall be Malaysian citizens.

12.4

Election of Office-Bearers of the Club will be held every two (2) years. Names for the above offices shall be proposed and seconded by a simple majority of votes by members at the AGM convened for the purposes of the election. All Office-Bearers of the Club serving for the previous two (2) terms shall not be eligible for re-election.

12.5

The function of the Managing Committee shall meet at least once every three (3) months, and seven (14) days’ notice of each meeting shall be given to its members. Notwithstanding the aforesaid the President acting alone or not less than five (5) of the Managing Committee acting together may call for a meeting to be held at any time. At least half (1/2) of the Managing Committee Members must be present at such a meeting to constitute a quorum and for the proceeding to be valid.

12.6

Questions arising at any meeting of the Managing Committee shall be decided by a simple majority of votes and determination by a majority of the Office bearers of the Club shall for all purpose be deemed a determination of the Managing Committee.

12.7

Where any urgent matters requiring the approval of the Managing Committee arises and it is not possible to convene a meeting, the Secretary may obtain such approval be means of a Circular Letter together with a Circular Resolution. The following conditions must be fulfilled before a decision of the Managing Committee is deemed to have been validly obtained :a.

b.

c.

12.8

The issue must be clearly set out in the Circular Letter and forwarded together with the Circular Resolution to all members of the Managing Committee. At least half (1/2) of the Managing Committee members must indicate by signing the Circular Resolution whether they are in favor or against the proposal; and The decision must be determined by a simple majority as appearing in the sign Circular Resolution. Any decision obtained by Circular Resolution shall be reported by the Secretary at the next Managing Committee meeting and be recorded in the minutes thereof. The signed Circular Resolution shall be duly filed for record keeping.

Any members of the Managing Committee who fail to attend three (3) consecutive meetings of the managing Committee without leave or satisfactory explanation given to the Managing Committee shall be deemed to have resigned from the Managing Committee.

12.9

Any member of the Managing Committee wishing to resign from his/her post shall give one (1) month’s notice in writing stating his reasons for such resignation and shall deliver the same to the Secretary who shall within seven (7) days of receipt of the resignation duly inform the Managing Committee of such notice. The resignation shall be deemed conclusive after the same has been approved and accepted by the Managing Committee.

12.10 In the event of death or resignation of a member of the Managing Committee, the Managing Committee shall have the power to co-opt any other member of the Club to fill the vacancy until the next AGM. 12.11 The Managing Committee shall give instructions to the Secretary and the other officers for the conduct of the affairs of the Club. It may appoint such organizers and such staff, as it deems necessary. It may suspend or dismiss any organizer or member of the staff for neglecting his duty, dishonesty, and incompetence in caring out his duty refusing to abide by the decision of the Managing Committee or for any other reasons, which it deems good and sufficient in the interest of the Club. 12.12 The Managing Committee shall have the power to appoint a Technical Advisor and co-opt any person of good moral character for any purpose of the Club or appoint any Sub-Committee in connection with the activates of the Club and shall give instructions regarding the special duties to the Sub-Committee so appointed. Article 13 : Duties of Office Bearers 13.1 The President shall during his term of office preside at all General Meeting and all meetings of the Managing Committee and shall be responsible for the proper conduct of all such meetings. He/She shall have a casting vote and shall sign the minutes of each meeting at the time they are approved. 13.2

The Vice President shall deputize for the President during the latter’s absence. The Vice President shall carry out such special assignments as may be necessary in the opinion of the President and/or/ the Managing Committee to advance the work of the Club.

13.3

The Secretary shall conduct the business of the Club in accordance with its Constitution and shall carry out the instructions of the General Meeting and of the Managing Committee. He shall be responsible for all conducting all correspondence and keeping all books, documentation and papers except for the accounts and financial records. He shall maintain a register of numbers with particulars as stated in Article 7. He shall attend all meetings and record the proceedings. He shall submit the annual return of the Club to the Registrar of Societies after the holding of the AGM as required under Section 14 (1) of the Societies Act, 1966.

13.4

The Treasurer shall be responsible for all the finances of the Club. He/She shall keep accounts of all its financial transactions and shall be responsible for their correctness.

13.5

The Ordinary Managing Committee Members shall attend all meetings of the Club and assist in the proper functioning of the Club.

Article 14 : Financial Provisions 14.1 The income of the Club shall be derived from the following sources :a. subscriptions; b. donations - the Club shall not attempt to or collect monies from any individuals, companies or any entities wherever situate for the purpose of donations ; c. sponsorship; d. sales of merchandise; and e. such other sources as may be approved from time to time by the Committee 14.2

Subject to the following provisions in this rules, the funds of the Club may be expended for the purposed necessary for the carrying out of its objects, including the expenses of its office-bearers and paid staff, and the audit of its accounts, but they shall on no account be used to pay the fine of any member who may be convicted in a Court of Law.

14.3

The Treasurer may hold a petty cash advance not exceeding RM 500 at any one time. All money in excess of this sum shall within seven days of receipt be deposited in a bank approved by the Committee. The bank account shall be in the name of the Club.

14.4

All cheque or withdrawal notices on the Club’s account shall be signed jointly by the President, the Secretary and the Treasurer. In the absence of the President, the Secretary and the Treasurer for a long period, the Committee shall appoint one of its members to sign in his place.

14.5

Expenditure exceeding RM 10,000 at any one time shall be incurred with approval without prior sanction of the Committee and no expenditure exceeding RM 50,000 in any one month shall be incurred without prior sanction of a general meeting. Expenditure less than RM 10,000 at any one time may be incurred by the President together with the Secretary or the Treasurer.

14.6

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 15. The audited accounts shall be submitted for the approval of the next annual general meeting, and copies shall be made available at the registered place of business of the Club for the perusal of members.

14.7

The financial year of the Club shall commence on the 01st January and end on the 31st December every year.

Article 15 : Auditor 15.1 An Auditor who is a qualified Accountant and not a member of the Club shall be appointed. The Auditor thus appointed shall hold his office for two (2) years or until he resigns or until his appointment is otherwise terminated by the General Meeting. 15.2

The Auditor shall be required to audit the accounts of the Club for the year, and to prepare a report or statement of accounts for approval at the AGM. He may also be required by the President to audit the accounts of the Club for any period within his tenure of office at any date, and to make a report to the Managing Committee.

Article 16 : Appointment of Officers under Section 9a of the Societies Act, 1966 16.1 Three (3) persons who must be Office-Bearers and over 21 years of age shall be appointed by the Managing Committee for the purpose of Section 9A of the Societies Act, 1966. 16.2

The officers appointed under this rule shall deal with the immovable property of the Club in such manner as the General Meeting may direct provided always all immovable properties shall be registered in the name of the Club.

16.3

The officers shall not sell, withdraw or transfer any of the properties of the Club without the consent and authority of a General Meeting.

Article 17 : Interpretation 18.1 Between AGMs, the Managing Committee shall interpret the Constitution of the Club, and when necessary, determine any point on which the Constitution is silent. 18.2

Except where they are contrary to or inconsistent with the policy previously laid down by a General Meeting, the decision of the Managing Committee shall be binding on all members of the Club.

Article 19 : Prohibitions 19.1 No “Benefits” as defined in Section 2 of the Societies Act, 1966 shall be paid to any member or member’s dependents. 19.2

Neither the Club nor its members shall attempt to restrict or in any other manner interfere with the trade or prices or engages in any Trade Union activities as defined in the Trade Union Act, 1959.

19.3

None of the following games shall be played in the premise of the Club : Roulette, Lotto, Fan Tan, Poh, Peh Bin, Belankai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One, Ten and a half, all games of dice, bankers’ games, all video games and all games of mere chance.

19.4

The Club shall not hold any lottery, whether confined to its members or not, in the name of the Club, its office-bearers or members without prior approval from the authorities concerned.

19.5

No University/College student can be allowed to be a member of the Club without the prior written approval from the Vice Chancellor of the university concerned.

Article 20 : Patron(s) The Managing Committee may, if it deems necessary, elect any distinguished person to be a patron(s) of the Club. The person appointed must give his consent in writing. Article 21 : Amendment of Constitution . Any amendments, revisions or alterations to the Club’s Constitution shall be invoked only at the instigation of the Managing Committee and shall be subject to the endorsement of a special or two-thirds majority of a specially convened EGM or at the AGM. This amendment, revision or alteration shall only take effect from the date such is approved by the Registrar of Societies, which shall be notified within 60 days of the endorsing EGM or AGM. Article 22 : Dissolution 22.1 The Club may be voluntarily dissolved by a resolution of not less than three-fifths (3/5) of the total voting members at a General Meeting convened for that purpose. 22.2

In the event of the Club being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Club shall be fully discharged and the remaining funds and assets shall be distributed to the Federal Government, or State Government, or local authority or other established institutions.

22.3

Notice of this dissolution shall be given within fourteen (14) days of the dissolution to the Registrar of Societies.