Rules Of Association

1. Name, Place or Business and Logo
1.1 The name of the Association shall be the name Persatuan Perniagaan Swiss-Malaysia (Swiss-Malaysian Business Association) hereinafter referred to as “the Association”. Name
1.2 The registered place of business shall be 117, Jalan Bukit Pantai, 59100 Kuala Lumpur, Malaysia or such other premises as the Committee from time to time may decide. The registered place of business may not be changed without the prior approval of the Registrar of Societies. Registered address
1.3 The logo of the Association shall be: words “Swiss Malaysian” in big letters (the word “Swiss” in red colour an the word “Malaysia” in blue colour) followed by the words “persatuan perniagaan” in small letters (in blue colour) followed by the words “business association” in small letters also in blue colour. Logo
2. Objectives
2.1 To promote and foster bilateral trade, services and investment between Switzerland and Malaysia. Promote bilateral trade
2.2 To maintain and improve close trading, commercial and other links between Switzerland and Malaysia. Maintain links
2.3 To promote, foster, support, represent and protect the interests of the members of the Association. Protect interest of association
2.4 To liaise and co-operate with the Government of Malaysia or representatives of any other country resident in Malaysia and to make representations as and when necessary. Liase with Government
2.5 To co-operate with any company, institution, society or association having objects altogether or in part similar to the Association and to procure from and communicate to any such association such information as may be likely to forward the objects of the Association. Co-operate with similar associations
2.6 To collect, obtain, publish and disseminate information relating to trade and all other matters connected therewith as may be of service to members. Disseminate information
2.7 To consider issues affecting Swiss economic and commercial activities in Malaysia. Consider issue
2.8 To promote good relationships between visitors to Malaysia with interests relevant to the Association and members of the Association. Visitors to Malaysia
2.9 To provide a forum for members, on an organised continuing basis to exchange information and identify and discuss issues of common interest regarding economic, industrial and commercial objectives. Forum for members
2.10 To assist members to conduct, sponsor or promote any activity of benefit to members, and to provide any services appropriate to a business group without involvement in politics. Promote activities
2.11 To promote Malaysia and Switzerland as investment destinations and assist potential new Swiss and Malaysian investors.
3. Eligibility for membership
3.1 Ordinary Membership Ordinary Membership
a. Ordinary Corporate Membership
Any firm or company which is authorised to carry on business in Malaysia under the law for the time being in force and which is involved in or is interested in doing business with any person, firm, company or other institution in Switzerland; or any company registered in Switzerland or the Representative office or Regional office of such company registered in Malaysia shall be eligible to be an Ordinary Corporate Member.
b. Ordinary Individual Membership
Any person possessing Swiss or Malaysian citizenship and who is interested in the development of mutual Swiss and Malaysian interests shall be eligible to be an Ordinary Individual Member.
3.2 Associate Membership
There shall be a class of membership known as associate membership to which any person, firm or company who/which is not eligible for ordinary membership may be admitted. An Associate Member shall have the rights and duties of an ordinary member save that he shall not be entitled to vote at General Meetings of the Association nor be appointed or elected as a member of the Committee. Associate Members will be categorised as corporate and individual member in the same manner as for ordinary members. Associate Membership
3.3 Honorary Membership Honorary Membership
The committee may elect natural persons to be honorary members. An Honorary member shall have the like rights and privileges of an ordinary member save that he shall not be entitled to vote at General Meetings of the Association nor be appointed or elected as a member of the Committee.
3.4 Discretionary power of the Committee Power to determine eligibility
Notwithstanding any other provision in these Rules, the Committee may from time to time determine the eligibility for membership of any person, firm or company and the terms and conditions upon which such applicants may be admitted as members.
3.5 Definition of Company Definition of Company
For the purpose of these Rules a “company” means any incorporated company, body corporate, society or association lawfully constituted in accordance with the laws of Malaysia or any other country.
3.6 Definition of Member Definition of Member
For the purpose of these Rules the term “member” means any person, firm or company admitted as an ordinary member in accordance with Rule 3(1) and also includes an associate member unless the context indicates or implies otherwise.
4. Membership
 4.1 The Association shall consist of all companies, firms or persons listed within the classes of Rule 3 duly admitted in the manner hereinafter provided. Members
 4.2 The number of members, to be admitted shall not generally be limited. Limitation on Members
 4.3 For the purpose of representation, a Corporate Member shall nominate one Principal Representative. The Representative so nominated will be natural person authorised to attend meetings on behalf of the Corporate Member and his name shall be notified in writing to the Secretary of the Association. These nominations shall be entered in a Register and shall hold good until revoked.  Representative of Corporate Members
 4.4 A member shall cease to be a member in any of the following events:  Cessation of membership
 a. giving to the Secretary notice of resignation in writing;
 b. being an individual dies or becomes bankrupt;
 c. company is dissolved for any reason;
 d. failing in the opinion of the Committee to comply with the objects of the Association;
 e. failing or ceasing in the opinion of the Committee to comply in any manner with the written declaration made under Rule 3;
 f. being put into liquidation with a view to being wound-up;
 g. being more than 3 months in arrears with subscriptions (i.e. by not having paid within 3 months after they have become due);
 h. if such member is expelled from the Association under subsection 4.5 of this Rule.
 4.5 The Committee may, after affording the member concerned an opportunity to be heard, expel from membership any member willfully disobeying any of these rules, or who is guilty of any conduct rendering such member unfit in their opinion to be a member of the Association. An expelled member shall have no claim on the property of the Association but shall be eligible for re-admission as a member after the expiry of one year of expulsion.  Expulsion from Membership
5. Application for membership
5.1 Every applicant shall submit to the Committee a written application in such form as the Committee shall from time to time prescribe, duly signed in the case of an individual, by the applicant and in the case of a company or firm, by a responsible member of the applicant company or firm. Written application
5.2 Each applicant must be proposed by one and seconded by another member. Proposer and seconder
5.3 The Committee shall consider all applications for membership. An applicant must receive at least two-thirds of the votes of the Committee present to be admitted a member. Number of votes required
6. Entrance fee and annual subscription
The entrance fee and annual subscription shall be such sums as members in the General Meeting may from time to time prescribe and different rates may be prescribed for different classes of membership and/or for persons, firms or companies or any categories thereof, but until otherwise prescribed the fees and subscriptions shall be as follows: Power to prescribe
6.1 An entrance fee of MR 200 shall be payable by an Ordinary Member and an Associate Member save that an Individual member in each of these categories of membership shall be exempted from payment of such fee. Entrance fee
6.2 An annual subscription shall be due and payable by current members on the first day of January. A member newly elected during the financial year (i.e. January to December) shall pay such proportion of the subscription for that year as the unexpired portion of such year calculated from the first day of the month in which the member is admitted, bears to the whole of such year. Subscription
6.3 The rates of annual subscription shall be as follows for both Ordinary and Associate Members: Rates
  • privileged partner MYR 6,000
  • corporate member MYR 3,200
  • SME MYR 1,800
  • entrepreneur MYR 600
  • individual member MYR 450
save that the Committee is empowered to negotiate with a company or firm in order to agree upon a variation in the rate of subscription irrespective of the amount of issued and paid-up capital or number of employees in the categories as defined below, should there be circumstances which, in the opinion of the Committee, warrant such variation.
  • a (large) corporate member is a company or firm which has a global revenue > 100’000’000.
  • a SME is a company or firm which has a global revenue of 10’000’000 – 100’000’000 MYR.
  • an entrepreneur is a company or firm which has a global revenue of 1’000’000 – 10’000’000 MYR and representative offices.
  • a privileged partner is a company or firm which is a major contributor with special privileges and enhanced visibility.
7. Honorary advisors
The committee may from time to time and for such period as they think fit appoint such persons as they think fit to act as Advisors of the Association. Honorary Advisors
8. Committee
8.1 The Annual General Meeting shall elect a Chairman, a Vice- Chairman, a Secretary, a Treasurer and 5 additional Ordinary Committee Members of which no more than 2 shall be ordinary individual members. No person may hold the office of Chairman for more than three consecutive years. Chairman, Vice-Chairman, the Secretary, the Treasurer and Ordinary Committee Members must be the nominated principal representative of the Corporate Member or ordinary individual member of the Association. Composition of Committee
8.2 At each Annual General Meeting all members of the Committee including the Chairman and Vice-Chairman shall resign but shall be eligible for re-election subject to the limitations in length of tenure of service imposed by the preceding Rule 8.1. Limitation on holding office
8.3 Nominations for election to the Committee shall be lodged with the Secretary in writing and signed by not less than two Principal Representatives of Ordinary Corporate Members or Ordinary Representatives of Ordinary Corporate Members or Ordinary Individual members not less than 10 days before the date of each Annual General Meeting.

Provided that no Member or Nominee shall be elected or appointed to the Committee unless he has consented in writing to accept the office.

Nomination for election to the office
8.4 The Committee shall be elected by way of simple majority of Ordinary members at the Annual General Meeting and shall hold office until the conclusion of the next Annual General Meeting. Election of Committee
8.5 If a vacancy should occur in the office of Chairman, Vice- Chairman, Secretary or Treasurer the Committee shall elect one of their number to fill the vacancy.
9. Powers and duties of committee
9.1 Generally to manage the affairs of the Association in accordance with its rules and by-laws if any. Management of affairs of Association
9.2 To employ staff and to agree to the terms and conditions of his/her employment. Employment of Staff
9.3 To exercise all such powers and do all such acts and things as may be exercised or done by the Association as are not hereby or by law expressly directed or required to be exercised or done by the Association in General Meeting. Residual power
9.4 To co-opt an additional member to fill any vacancy on the Committee. Power to co-opt member
9.5 To appoint sub-committees for specific purposes and may include therein persons who are not members of the Committee. The Chairman shall be an ex-officio member of all sub-committees. Other committees
9.6 From time to time to make, alter, and revoke by-laws for the internal management of the Association provided they be consistent with these Rules. Bye-laws
10. Funds and finance
10.1 &Subject to the following provisions in this Rule, the funds of the Association may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payments of salaries, allowances and expenses to its office-bearers and paid staff, and the audit of its accounts, but they shall on no account be used either for any political activity or to pay the fine of any member who may be convicted in a court of law.; Management of finances
10.2 All monies not required for current expenses shall be kept with such bank or banks as the Committee may decide. Banking
10.3 The Treasurer may hold a petty cash advance not exceeding such sums as may be determined by the Committee from time to 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 Society. Rates
10.4 All cheques or withdrawal notices on the Association’s account shall be signed by such persons as shall be appointed by the Committee. Cheque signatories
10.5 No expenditure exceeding such sums as may be decided by the committee shall be incurred at any one time and no expenditure exceeding such sums as may be decided by the general meeting shall be incurred in any one month. Expenditure authorised by the committee may be incurred by the President together with the Secretary or the Treasurer.
10.6 As soon as possible after the end of each financial year, a statement of receipts and payments and a balance sheet shall be prepared and audited by the duly appointed Auditor or Auditors. The audited accounts shall be submitted for approval at the next Annual General Meeting, and circulated with the Notice convening such Annual General Meeting. Copies shall also be made available at the registered address or place of meeting of the Association for the perusal of members. Audited accounts
11.Committee meetings
11.1 Not less than 10 days before the meeting a notice thereof specifying the time and place of the Committee meeting signed by or on behalf of the Secretary shall be despatched or posted to every member of the Committee. Such notice shall contain the agenda of the meeting including any motion or other business to be proposed at such meeting. Advance notice of committee meetings
11.2 The Chairman shall preside at all meetings of the Committee. If he is not present within 30 minutes after the time appointed for holding the meeting, or his office is vacant, the Vice-Chairman shall take the chair, failing which the Committee members present may choose one of their number to be the Chairman of the Meeting;

Provided that at any such meeting the Chairman of that meeting shall, if he thinks it expedient to do so, or the meeting so resolves, vacate the Chair, either generally or for the purposes of any other business in favour of a Chairman to be chosen by the remaining Committee Members.

Chairman at meetings
11.3 No business shall be transacted at any meeting of the Committee unless at least one-half of its total members are present or represented thereat. No business which is not specified in the agenda shall be transacted at any meeting except by the consent of majority of the members present at the meeting. Quorum and agenda
11.4 The business of a meeting of the Committee shall be transacted in the order set forth in the agenda unless the Committee by resolution determines otherwise. Order of Business
11.5 The Chairman may at any time convene a meeting of the Committee. If he refuses or neglects to do so within seven days after a requisition for that purpose signed by not less than onethird of the members of the Committee has been presented to him, those members may forthwith convene a meeting, and elect a Chairman for that meeting. Authorise expenditure
12. General meeting
12.1 An Annual General Meeting of the members of the Association shall be held not later than the end of April in each year, or if not in any year practicable at latest within 15 months of the previous Annual General Meeting, upon a date and at a time to be fixed by the Committee, for the following purposes: Management of finances
a. to consider the Annual Report of the Committee; Annual Report
b. to receive and, if approved, pass the audited accounts for the year ending December 31 last preceding; Annual Accounts
c. to elect members to the Committee in accordance with Rule 8 Election of Committee
d. to appoint Auditors and fix their remuneration; Representatives
e. to transact any other business of which ten days’ notice shall been given in writing.
f. The Secretary shall send to all members at least 14 days before the meeting an agenda including copies of minutes and reports, together with the audited accounts of the Society for the previous year. Copies of these documents will also be made available at the registered place of business of the Society for the perusal of members. Notice for any other business
12.2 a. All other General Meetings of Members of the Association shall be called Extraordinary General Meetings. Extraordinary General Meeting
b. An extraordinary general meeting of the Association shall be convened: Request by Committee
(a) Whenever the Committee deems it desirable; or
(b) At the joint request in writing of not less than twenty members, stating the objects and reasons for such meeting.
(c) An extraordinary general meeting requisitioned by members shall be convened for a date within thirty days of the receipt of such requisition.
(d) Notice and agenda for an extraordinary general meeting shall be forwarded by the Secretary to all members at least fifteen days before the date fixed for the meeting.
13. Proceedings at general meetings
13.1 No business shall be transacted at any General Meeting requested by the Committee unless a quorum comprising one third of the total membership of the Association, or twice the total number of Committee Members whichever is lesser shall be present. No business shall be transacted at any General Meeting requested by members under clause 12.2 b (b) unless a quorum comprising of one third of the total membership of the Association shall be present. A Corporate Member shall be represented by its Principal Representative or in the event of his absence another duly authorized Representative who shall exercise the right of such Corporate Member. Quorum
13.2 At any Extraordinary General Meeting requisitioned by members, if a quorum is not present, the meeting shall be dissolved and the members shall not be entitled to call for another Extraordinary General Meeting on the same issues for a period of 12 months. Lack of quorum
13.3 At any other General Meeting or Extraordinary General Meeting called by the Committee, if the quorum is not present, the meeting shall stand adjourned for 30 minutes and if there is still no quorum, the members present may proceed with the business of the meeting. Adjournments
13.4 The Chairman of the Association, or in his absence the Vice- Chairman shall preside as Chairman at every General Meeting. If there be no such Chairman or Vice-Chairman or if at any such meeting he be not present within 30 minutes after the time appointed for holding the meeting or be unwilling to act, the members present shall choose a committee member to be Chairman of the meeting, or if no committee member be present or if all committee members decline to take the Chair, they shall elect one of their number present to be the Chairman. Chairman at General Meetings
13.5 Resolutions at all General Meetings, unless otherwise stated, shall be carried by the votes of the majority of those members present. Resolution by Majority
13.6 In the case of an equal division of votes the Chairman of the meeting shall have a second or casting vote.
14. Voting
At General Meetings every Ordinary Individual Member present personally and every Ordinary Corporate Member present by Representative shall have one vote. The Representative of the Ordinary Corporate Member shall be the Principal Representative or, in his absence, another Representative duly authorised in accordance with Rule 4 (3).
15. Records of meetings
15.1 The names of the Representatives of Corporate Members and Individual Members present at all meetings of the Association and of the Committee shall be recorded in the minutes there of. Record of attendance
15.2 All voting by a show of hands or by ballot if so requested. Voting
16. Alteration of rules
16.1 These rules may be repealed, altered or amended from time to time by a resolution of the Association in General Meeting, after due notice shall have been given under the provisions of Rules 12.1(f) and 12.2.b (d) hereof. Alteration by General Meeting
16.2 Such repeals, alterations or amendments shall take effect from the date of their approval by the Registrar of Societies. Approval by Registrar
17. Prohibitions
17.1 The Association shall not indulge in any political activity or allow its premises to be used for political purposes. Political activity
17.2 Neither the Association nor its members shall attempt to restrict or in any other manner interfere with or engage in any Trade Union activity as defined in the Trade Union Ordinance, 1959. Trade union activity
17.3 The Association shall not be used for any unlawful purposes or for purposes prejudicial to or incompatible with peace, welfare, good order or morality in Malaysia.
18.1 The Association shall not be voluntarily dissolved, except with the consent of the majority of the total number of Ordinary Corporate Members present in person at a General Meeting convened for that purpose. Consent of members
18.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds shall be given to some charitable institution to be determined by the Association at the time of winding up. Discharge of liabilities
18.3 Notice of dissolution will be given within fourteen days of dissolution to the Registrar of Societies. Notice of Dissolution
19. Duties
19.1 The Chairman shall during his term of office preside at all General Meetings and all meetings of the Committee and shall be responsible for the proper conduct of all such meetings. Chairman
19.2 The Vice-Chairman shall deputise for the Chairman during the latter’s absence. Vice-Chairman
19.3 The Secretary shall conduct the business of the Association in accordance with its rules and shall carry out the instructions of the General Meeting and of the Committee. He/She shall be responsible for conducting all correspondence and keeping all books including membership register, documents and papers. He/She shall keep records of all proceedings. Secretary
19.4 The Treasurer shall be responsible for the finances of the Association. He/She shall keep subscription books and other books of accounts of all its financial transactions and shall be responsible for their correctness. Treasurer
19.5 The Auditors shall be required to audit the accounts of the Association for each of its financial years and to prepare a report or certificate for the Annual General Meeting. They may be required by the Chairman to audit the accounts of the Association for any period within their tenure of office at any date, and to make a report to the Committee. Auditors
19.6 The Ordinary Committee Members shall carry out such duties as directed by the Committee. Request by Committee
20. Trustees
20.1 In the event of the Association acquiring immovable property, three Trustees, who must be over 21 years of age, shall be appointed at a General Meeting and shall hold office at the discretion of the Association. They shall have vested in them all immovable property whatsoever belonging to the Association upon execution of a Deed of Trust Appointment
20.2 The Trustees shall not sell, withdraw or transfer any of the property of the Association without the consent and authority of a General Meeting of members. Authority
20.3 A trustee may be removed from office by a General Meeting on the grounds that, owing to ill health, unsoundness of mind, absence from the country or for any other reason, he is unable to perform his duties, or unable to do so satisfactorily. In the event of the death, resignation or removal of a Trustee the vacancy shall be filled by a new Trustee appointed by a General Meeting as soon as possible. Removal