MA-NL CONSTITUTION

• Article 1: Name of Association
  The name of the Association shall be the Malaysian Association of the Netherlands, hereinafter referred to as MA-NL.
   
• Article 2: Address of Association
  The address of the association shall be:
  c/o Malaysia External Trade Development Corporation
  Innsbruckweg 226
  3042 AH Rotterdam

• Article 3: Objectives of Association

1. The Malaysian Association of the Netherlands shall be a non-governmental, non - political and non-profit
organisation.
2. The objectives of MA-NL are to bring together Malaysians through educational, social, cultural and economic
activities, and to promote the interests of its members and to foster Malaysia/Netherlands understanding and
co-operation and include ;
a. Disseminate information among members,
b. Participating in activities relating to exploring educational, social, cultural and economic collaboration,
opportunities and promotions organized by MA-NL  and other relevant Dutch organizations and authorities;
c. Organising meeting between its members and the relevant organisations and authorities of the
Netherlands on social , cultural and economic matters;
d Co-operating with local and national authorities to seek Member feedback on laws, regulations and
procedures relevant to enhance the attractiveness and effectiveness of the Dutch collaborative undertakings;
e. Through the Executive Committee of MA-N , submitting petitions and suggestions to the Dutch
authorities in order to protect legitimate interest of its members and to contribute to the creation of a co- operative environment;
f . Publishing and distributing news bulletin in accordance with the Law on Publication of the Netherland

g: Promoting business ties between Malaysia and the Netherlands for the mutual benefit of members and their Dutch counterparts.
3. In addition , the primary activities of MA-NL will be :
a. Arrange functions amongst its members, with the members of other associations, both foreign and  domestic, authorities and with Malaysian educational, social, cultural and economic delegations visiting the Netherlands;
b. Promote educational, social, cultural and economic activities for its members;
c. Organise seminars and dialogues on relevant educational,social,cultural and economic activities for members;
d. Create and maintain a good general Malaysian image, and to protect the reputation and standing of Malaysia as a whole among citizens of the Dutch;
e. Raise funds through various lawful means, to meet the operational costs of MA-NL;
f. Support appropriate charitable/educational/social/cultural / economic organisations;
g. Undertake such other activities as may from time to time be permitted under the laws of the Netherlands.

• Article 4: Membership
  

1. Categories of Membership
a. Ordinary Corporate Members: companies/corporations/organisations in good standing which are incorporate established under the laws of Malaysia (herein referred to as Malaysian-registered companies/societies/association) and which have a legal presence in the Netherlands in a form permitted by the laws of the Netherlands .

b. Ordinary individual Members : citizens, students and permanent residents of Malaysia, aged 18 years and above , who in good standing and interested in educational, social, cultural and economic and/of other permitted activities in the Netherlands, and are ordinarily residents in the Netherlands.
c. Associate Members: open for anyone in good standing working in the Netherlands under Malaysian or non-Malaysian companies/corporations/organisation /societies.
2 Applications of Membership
a. Application for membership shall be made on the form prescribed for such purpose by the Executive Committeeand shall be delivered to the Association or to any of the Executive Committee members.
b. The Executive Committee shall vet and determine all applications for membership. No reason need be given to any candidate for membership whose application is rejected although a written appeal can be made to the Executive Committee. The decision of the Executive Committee on such appeals shall be final and binding.
3. Resignation of Membership
Any Members desiring to resign from membership must deliver written notice of resignation to the office address of MA-Nl or through any of the Executive Committee Members .Every resignation notice shall be deemed to effect on the date stated in the notice ,or,on the date that such notice is recieved by MA-Nl , whichever is later.
4. Expulsion
The Executive Committee may, by notice in writing, have the right at any time to expel any member if, in the opinion of the Executive Committee:
a. such member has breached the Constitution of MA-NL
b. such member has conducted himself/herself in an unbecoming manner
c. allowing such member to remain as a member would bring discredit to MA-NL.
A member may appeal to the Executive Committee against such decision within 30 days of receiving such notice.
The Executive Committee shall consider such appeal and its decision shall be final and binding on the member.

• Article 5. Termination of Membership

1. Membership will be terminated if a member :
a. dies
b. resigns
c. is declared a bankrupt by a court of competent jurisdiction
d. ceases to qualify for membership under his/her category of membership
e. is expelled under (4) above
f. is in arrears of payment of any fees ( as defined in the Article 6 ) or any other additional contributions and
charges required to be paid to MA-Nil
g. is declared by a court of competent jurisdiction to be legally or mentally incompetent.
2. Each Member shall on termination of his/her membership of MA-NL for whatever reason , forfeit all rights to and claims upon MA-NL, their property and funds.
6. Rights and Duties of Members
All members shall enjoy the following rights;
a. To use any facilities provided by MA-NL for the general use of its member’s
b. To attend Annual General Meetings and Extraordinary General Meetings of MA-NL
c. To attend functions and activities arranged by MA-NL
d. To eligible to receive assistance and advantages within the scope of the objectives of MA-NL
e. Members shall comply with this constitution and policies and rules of MA-NL, as amended from time to time
f. No member shall, by reason of membership of MA-NL, be liable for any debts or obligation of MA-NL in the
absence of an express written promise to accept such liability.
a. Voting Rights
Each Ordinary Corporate/Organisation Member and Ordinary Individual Member shall be entitled to one vote at
General Meeting of MA-NL .The company representative appointed by an Ordinary Corporate/Organisation
Member shall be entitled to one vote. No other members shall be entitled to vote.

• Article 6: Subscription Fees

1. The annual subscription fees shall be payable on joining and on an annual basis. Annual fee for Ordinary Corporate/Organisation Membership shall be (€100.00) per calendar year; for Ordinary Individual Membership shall be (€35.00) per calendar year; for Family Membership shall be (€45.00) shall per calendar year; for Student Membership shall be (€10.00) per calendar year; and (€35.00) per calendar year for Associated Membership, or such sum as the Executive Committee may from time to time determine.
2. Subscription fees shall be payable annually on the 1st of January of each calendar year or on the date of election to membership in the case of a member becoming a member during a calendar year.
3. Subscription fees payable will be retained to meet the ongoing costs of the Association.
4. Subscription fees shall be payable to the Treasurer by cash or such other method as may be acceptable to the Treasurer.
5. All subscription shall be pro-rated for members joining during the calendar year.
6. No refund of subscription will be given should a membership cease for any reason during the year.
7. Membership shall be terminated if the annual subscription fees are not renewed within the first 90 days after two reminders have been received by the member concerned. Should a period of six months pass by without payment the membership shall expire without further notice.

• Article 7: Patron

The Association shall have a Patron who is the Ambassador of Malaysia.

• Article 8: Executive Committee
  

1. The Association shall have an Executive Committee, which shall be responsible for the day to day running of the Association.
2. The Executive Committee may form sub-committees from time to time to assist in the running of the Association.
3. The Executive Committee shall comprise:
- One (1) President
- One (1) Vice President
- One (1) Secretary
- One (1) Treasurer
- One (1) Ex-Officio (from the Malaysian Embassy) and
- Ten (10) Committee Members
4. Duties of Members of Executive Committee.
4.1. The President
a. The President of the Association shall exercise general supervision over the affairs of the Association, and represent the entire Association in external relations.
b. The President shall be the Chairman of all meetings of the Executive Committee and meetings of the Association. In his/her absence, the Vice-President shall take his/her place.
c. In the event of any dispute regarding the interpretation of any rules of Constitution or any by-laws, the decision of the President shall be final.
d. In any meeting of the Association or any other meeting of the Executive Committee there shall be an equal number of votes for or against a motion, the Chairman of the meeting shall, in addition to own vote, have a casting vote.
4.2. The Vice President shall assist the President in his or her functions. In the absence of the President, the Vice-President shall have the same powers and authority as the President.
4.3. The Secretary keeps all records, except financial records, including membership records, minutes of all Annual General Meetings, Extraordinary General Meetings of Association. Records kept by the Secretary shall be available for perusal only by any member of the Association.
4.4. The Treasurer shall keep all funds and collect all monies on behalf of The Executive Committee of Association. The Treasurer shall keep a correct account of all financial transactions of the Association.
4.5. The Ex-Officio shall be an officer of the Malaysian Embassy, appointed by the Malaysian Ambassador to this position in the Executive Committee
5. All positions in the Executive Committee other than the Ex-Officio shall be elected at the Annual General Meeting. Each elected Committee member shall hold office until the next Annual General Meeting and shall be eligible for re-election.
6. The Executive Committee may, from time to time, co-opt members to the Executive Committee on an ad hoc basis.

• Article 9: Election of Executive Committee Members

1. Election shall be on a secret ballot or by show of hands, as determined by the members at the Annual General Meeting.
2. Election of a new Executive Committee shall take place at every Annual General Meeting.
3. All candidates for election to the Executive Committee shall be proposed and seconded by members of the Association.
4. Nominations may be made at the Annual General Meeting or in writing to the Secretary at least three days prior to the Annual General Meeting.
5. The office of President, Vice President, Secretary and Treasurer shall each be individually voted upon. The Committee Members shall be the 5 (five) persons obtaining the 5 (five) highest votes on a single ballot.
6. If any Executive Committee member is temporarily unable to perform his/her duties, a replacement may be co-opted by the Executive Committee.  

• Article 10: Powers and Duties of the Executive Committee
  

1. The general management of the MA-NL is vested in the Executive Committee
2. The Executive Committee may from time to time make, vary and revoke by-laws (not consistent with the Constitution) for the regulations of the internal affairs of the Association and the conduct of members in such by-laws shall be binding on all members.
3. The Executive Committee shall be responsible for carrying out all resolutions of the Association, and for organising or appointing members to organise activities for the Association.
4. The Executive Committee shall have full authority to enter into financial transactions and, generally, to deal in all matters related to the Association.
5. All funds of the Association or any part of such funds may only be dealt with by the President, the Treasurer and the Ex-Officio.
6. The Executive Committee shall have the power to obtain, collect and receive money and funds by contributions, sponsorship, donations, subscription fees, or any other way

• Article 11: Accounts
  

1. The financial year of the Association shall begin on 1 January in each year and end on 31 December in the same year, to which day the accounts of the Association shall be balanced.
2. An account book shall be kept at the address of the Association and made available for inspection by the Auditor or by any ordinary member of the Association after giving the President, Secretary or Treasurer, one-week advanced notice of his/her desire to inspect the account book.
3. The income and property of the Association whenever and however derived shall be applied solely towards the promotion of the objects of the Association. No portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, profits or otherwise. However, in the event of dissolution, pursuant to Article 19, claim shall be binding.
4. The Executive Committee may in good faith direct that payment by way of proper remuneration and/or reimbursement of reasonable expenses be made to any officer or member of the Association for services rendered and/or out-of-pocket expenses or any other fees or charges incurred on behalf of the Association (optional).

• Article 12 : Auditor
  

Two members shall be appointed to serve as Auditor for a minimum period of two years. The Auditor shall have the right to audit the account book of the Association at any time and shall be responsible for certifying all financial statements.

• Article 13 : Annual General Meeting
  

1. All members will be invited to attend the Annual General Meeting in order:
- To receive and, if approved, pass the Account for the preceding financial year;
- To endorse the members elected for the Committee and to elect two (2) members to act as auditors for the ensuing financial year; and - To conclude any other business as proposed to the Executive Committee in writing seven (7) days before the meeting.
2. The notice of the Annual General Meeting shall be sent to all Members not less than fourteen (14) days before the meeting.
3. The president of the Executive Committee will chair the Annual General Meeting.
 

• Article 14 : Extraordinary General Meeting

Extraordinary General Meeting can be called at any time either by the Executive Committee Board or by the written request of not less than one quarter of the voting members of the Association. Extraordinary General Meeting will be called and conducted in accordance to the "Annual General Meeting" terms.
 

• Article 15 : Quorum
  

1. The quorum at an Annual General Meeting or Extraordinary General Meeting shall be not less than ten percent of Ordinary membership of the Association present in person or by proxy.
2. If a quorum is not present at an Annual General Meeting or Extraordinary General Meeting, the meeting shall be adjourned for two weeks. Members shall be notified of such adjournment. At the adjourned Annual General Meeting or Extraordinary Meeting, any number of members attending such meeting shall constitute a quorum.
3. Any 7 (seven) members of the Executive Committee present at an Executive Committee meeting shall constitute a quorum.
4. An Executive Committee member shall be deemed to be present at a meeting of the Executive Committee if he/she participates by telephone or other electronic means and all members participating in the meeting are able to hear each other.
5. A resolution proposed in writing is sent to all the members of Executive Committee entitled to receive notice of a meeting of the Executive Committee and signed and returned by letter or facsimile by a majority of the members of the Executive Committee shall be as valid and effectual as if it had been passed at the meeting of the Executive Committee duly convened and held and may consist of several documents in like form.
6. All documents need to be signed by the President or by any two of the Executive members.
 

• Article 16 : Vote
  

1. Only ordinary members may vote at General Meeting and each ordinary member shall have one (1) vote at General Meeting, which they may exercise freely.
2. Voting shall be by secret ballot or by show of hands as determined by the majority of the members present at such General Meeting. 
 

• Article 17 : Visitors
  

Members may with the consent of the Executive Committee introduce and entertain their guests as visitors to the Association. Any member introducing a guest shall be responsible for his/her guest strictly observing the rules and by-laws of the Association.
 

• Article 18 : Notices
  

Each member shall be obliged to keep the Secretary informed of that member's home address or some other address at which communication may be addressed to him/her. All notices to members shall be posted by being affixed in a prominent position at the Association's premises or at the address of the Association, save that notices of General Meetings shall be sent by post or such other means determined by the Executive Committee to each member's address.
 

• Article 19 : Amendment of the Constitution
  

The provision of this Constitution may be revoked, added to or amended by a resolution passed by two-thirds or more of the members present and entitled to vote at any General Meeting for which notice has been duly given specifying the intention to propose such revocation, addition or alteration, together with full particulars thereof.
 

• Article 20 : Dissolution
  

If a resolution is passed by a two-third or more of members entitled to vote at a General Meeting to dissolve the Association, the Executive Committee shall take immediate steps to convert into money all the property of the Association. The proceeds of such conversion shall be applied first in meeting all liabilities of the Association and any balance remaining shall be decided and disposed of by the Executive Committee to any charitable/welfare organisations.

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