Constitution of The Japan Club of Kuala Lumpur
CLAUSE 1 NAME
1. The Association shall be known as
KELAB JEPUN KUALA LUMPUR (THE JAPAN CLUB OF KUALA LUMPUR)
Hereinafter referred to as "the Association".
2. Meaning of name:
3. Level:
CLAUSE 2 ADDRESS
1. The registered address is
NO 2 JALAN 1/86, OFF JALAN TAMAN SEPUTEH, TAMAN SEPUTEH, 58000 KUALA LUMPUR WILAYAH PERSEKUTUAN KUALA LUMPUR
or at such other place as may from time to time be decided by the Committee; and
the postal address is
NO 2 JALAN 1/86, OFF JALAN TAMAN SEPUTEH, TAMAN SEPUTEH, 58000 KUALA LUMPUR WILAYAH PERSEKUTUAN KUALA LUMPUR
2. The registered and postal addresses shall not be changed without the prior approval of the Registrar of Societies.
CLAUSE 3 OBJECTIVE
3.1 OBJECTIVE
The objectives of the Association shall be:-
To promote friendship and co-operation among Members and to contribute to the advancement of goodwill between Japan and Malaysia.
3.2 BUSINESS NATURE & UNDERTAKINGS
The Association shall undertake all such lawful things as are incidental or conducive to the attainment of the above objectives and shall accomplish the following Malaysian lawful business and undertakings. In addition, the Committee shall set the outlines or bye-laws for enforcement upon needs arise.
(a) To promote, encourage and maintain the establishment of educational institutions for the children of Members.
(b) To establish and maintain medical facilities for Members.
(c) To provide facilities, amenities and conveniences for members in connection therewith and to furnish and maintain the same.
(d) To manage and maintain the Japanese Cemetery of Kuala Lumpur.
(e) To accept any bequest, gift or donation made to the Association with prior approval from the Registrar of Societies for any donation offered.
(f) To invest and deal with the monies of the Association not immediately required upon such securities and in such manner as may from time to time be determined.
(g) To accept from public and/or private organisations or establishments and individuals; purchase, take on lease or in exchange or otherwise occupy or acquire any land or buildings which may be requisite for the purposes of or conveniently used in connection with any of the objectives of the Association and to lease, sell, charge, give in exchange or dispose of the same or any part thereof.
(h) To borrow or raise and pledge security for money upon bonds, debentures, debenture stock, funds or by charge upon all or any part of the property of the Association or otherwise howsoever, with prior approval from a General Meeting.
(i) To subscribe or contribute to Malaysia's charitable, educational and other deserving organizations in the furtherance of the said objectives.
(j) To provide the Members with such other facilities, amenities and conveniences that are not against the Association's objectives and to permit the same and the property of the Association to be used by the Members either gratuitously or by
payment.
(k) To circulate various information to Members in co-operation with Embassy of Japan, upon emergency matters arise.
(l) To conduct an other business as requested and approved by the Committee.
CLAUSE 4 MEMBERSHIP
4.1 MEMBERSHIP
The Association comprises mainly Individual Members and its Family Members. The Association shall comprise Corporate Members and other types of members in order to manage the Association and to propel various conducts.
(a) Individual Members
(a)(1) Individual Members shall be Japanese nationals of at least 20 years of age and reside in Kuala Lumpur or its vicinities.
(a)(2) Individual Members shall have the right to:
(i) use any of the facilities and/or services provided or maintained by the Association;
(ii) receive notice of General Meeting;
(iii) vote at General Meeting;
(iv) elect and/or be elected as Committee Member from Individual Members;
(v) elect Committee Member from Corporate Members;
(vi) apply for enrolment of his child/children, whom must join as family members, in the Japanese School of Kuala Lumpur; the Kindergarten in The Japanese School of Kuala Lumpur and any other educational institutions registered in the name of the Association.
(b) Corporate Members
(b)(1) Corporate Members shall be Japanese business organisations, including joint-venture with non-Japanese enterprises established in Japan and/or Malaysia that support managing educational institutions attached to the Association and/or
support the Association in conducting events.
(b)(2) Corporate Members shall register one nominee as representative of the company, who has registered as Individual Member with the Association.
(b)(3) The Nominee of the Corporate Members shall not be elected as a Committee Member from the Individual Member category.
(c) Family Members
(c)(1) Family Members mean the parents and/or parents-in-law, spouse and children aged below twenty years old of Individual Member, Associate Member, Visiting Member and Honorary Member. Family Member must be cohabitating and be a dependant of Principal Member.
(c)(2) Family Members shall have the right as stipulated in Clause 4.1(a)(2)(i).
(d) Associate Members
(d)(1) Associate Members shall be non-Japanese nationals of at least 20 years of age and reside in Kuala Lumpur or its vicinities.
(d)(2) Associate Members shall have the right as stipulated in Clause 4.1(a)(2)(i) and (vi).
(e) Visiting Members
(e)(1) Visiting Members shall be Japanese nationals of at least 20 years of age, whose entry permit as social visit has been granted by the Malaysian Immigration Authority. The validity of the membership shall be limited to the permit of stay as
granted by the Malaysian Immigration Authority.
(e)(2) Visiting Members shall have the same right as stipulated in Clause 4.1(a)(2)(i).
(f) Honorary Members
(f)(1) Honorary Members shall be well-known Japanese nationals and Malaysian nationals who have contributed towards the promotion of Japanese-Malaysian goodwill.
(f)(2) Honorary Members shall have the right as stipulated in Clause 4.1(a)(2)(i).
(g) Absent Members
(g)(1) Individual Members or Associate Members absent from Malaysia for at least three (3) months may apply for Absent Membership, provided that the duration of absence shall not exceed twenty-four (24) months and it is subject to the approval
of Committee. In addition, such member may apply to extend his Absent Membership for a maximum period of six (6) months, provided the Committee found the reason of extension is acceptable to the Association. In the event that any absence period granted has expired and it has not been reinstated, such membership shall be terminated upon the expiry date.
(g)(2) Individual Member or Associate Member shall submit Absent Membership Application Form to the Secretary and settle his payment upon submission of the form. Upon approval by the Committee, Membership fee shall be waived during the absent period.
(g)(3) An Absent Member shall have his right suspended with effect from the date of approval. The Member and his Family Members are not eligible for utilising the facilities and/or services provided and maintained by the Association.
(g)(4) An Absent Member shall immediately upon returning to Malaysia inform the Secretary of the Association, in accordance with the procedures as prescribed by the Association, to reinstate his membership.
(g)(5) Any Absent Member who returns to Malaysia temporarily as Absent Member, shall apply to reinstate the membership and pay for the current month’s monthly subscription fee if he uses the facilities and/or services provided by the Association.
(h) Student Members
(h)(1) Any national of above 17 (that includes a person who will become 17 years old during the schooling term) and below 25 years of age and studies in any educational institution in Malaysia, except the Japanese School of Kuala Lumpur, is
eligible to apply for Student Membership, provided always that an approval letter of such institution as well as a consent letter from parent are submitted. Student Member shall have the same right as stipulated in Clause 4.1(a)(2)(i).
(h)(2) If parent or guardian of Student Member joined as Individual Member or Associate Member, such Student Member is eligible to become a Family Member thereof.
(h)(3) In the event that a Student Member is no longer in student status, such member shall cease to be Student Member immediately. Such member shall also inform the Association immediately and change the type of membership accordingly.
4.2 ADMISSION OF MEMBERS
(a) Any person who wishes to become a member of the Association shall submit to the Committee for approval an application of such form as prescribed by the Association. Such form shall be filled with particulars of the applicant and an introducer, whom must be Individual Member. In addition, the introducer, who shall not have offended any of the Association's rules and must be a member of the Association for at least six (6) months.
(b) The Committee shall have the sole discretion to approve or reject the application for membership of any person.
(c) Admission of Visiting Members shall be approved by the Secretary General. However, the power of approval may be delegated to the Executive Secretary. Introducer is not required for the application.
(d) Admission of an Honorary Member shall be determined by an Annual General Meeting after obtaining the approval from the Committee based on a recommendation of the President.
(e) In accordance with Clause 6, the applicant shall pay Admission Fee, the First Month Subscription Fee and Refundable Deposit, which is determined by the Committee.
4.3 MEMBERSHIP CARDS
(a) The Association shall issue membership card to Members as soon as their membership application is approved by the Committee.
(b) Every Member is entitled to apply for supplementary card for his immediate family member.
(c) Membership card proves the status of a membership. Hence, during the patronage in the clubhouse, member shall produce his membership card when requested by the Committee Member, employee of management office, tenants and security officers. The member shall always carry along his membership card when he frequents the clubhouse. The Association reserves the right to issue membership cards which come together with card facilities of its affiliate card company.
(d) Charges for issuance of a membership card shall be determined by the Committee.
(e) The Association shall issue a temporary card for usage of Association's facilities, with limited time validity to a new applicant or resigning member who does not hold any membership card. Temporary card holders are not eligible to use the Library nor participate in any Group/Circle activities.
(f) Similarly, the Association shall issue car sticker to grant entry to members. Member shall produce or display the car sticker on his car upon his entry.
4.4 VOTING RIGHTS
Individual Member shall have the right to cast one vote in the election of Committee Members. Nominee of a Corporate Member, as the representative, shall have the right to cast one vote in the election. The said right at such election shall be exercised in accordance with Clause 8.2 of this Constitution.
CLAUSE 5 RESIGNATION AND TERMINATION
5.1 TERMINATION/SUSPENSION
A Member shall cease to be a Member on account of his death or resignation. In addition, if a member is in arrears to the Association, or other circumstances, his or her membership shall be ceased by virtue of a decision to that effect taken by the Committee.
In principle, the Association shall not grant approval for membership re-application submitted by a member that his membership ceased by the decision of the Committee. Such member is not allowed to enter the clubhouse.
5.2 RESIGNATION/CHANGE OF MEMBER STATUS
In the event that any member wishes to terminate his membership by virtue of returning to his home country or other circumstances, or wishes to change his membership to another type of membership, shall submit the Notice of Resignation
or Notice of Change of Type of Membership together with the membership card issued by the Association fourteen (14) days in advance. The resigning member shall settle his final payment promptly. In addition, any member and his supplementary cardholder who is holding the card issued by the affiliate card company of the Association, shall inform the affiliate card company separately of his resignation and carry out the required procedures, as well as ensure that all of his outstanding balance is settled.
CLAUSE 6 SOURCE OF INCOME
ADMISSION FEES, SUBSCRIPTION, DEPOSIT AND CONTRIBUTION
(a) The following Admission Fees and Monthly Subscriptions shall be payable by Members except Honorary Members who shall be exempted from paying the Admission Fees and Monthly Subscriptions.
(i) Admission Fees
Individual Member RM 200.00 each (except Nominee of Corporate Member)
Corporate Member RM1,000.00 each
Associate Member RM 200.00 each
Visiting Member RM 100.00 each
Student Member RM 100.00 each
(ii) Monthly Subscription:
Individual Member (Single) RM85.00each (except Nominee of Corporate Member)
Individual Member (inclusive of Family) RM120.00 each
Corporate Member RM360.00 each
Associate Member (Single) RM85.00 each
Associate Member (inclusive of Family) RM120.00 each
Visiting Member (Single) RM85.00 each
Visiting Member (inclusive of Family) RM120.00 each
Student Member (Single) RM40.00 each
(b) In addition to the Admission Fees and the Monthly Subscriptions, each Individual, (except Nominee of Corporate Member) Associate Member and Student Member is required to pay a deposit which the amount shall be determined by the Committee. The deposit will be refunded without interest upon termination of the membership after offseting any outstanding balance. Any in arrears with payment of the fees and other payments due to the Association shall not be offset from the interest free deposit, except upon termination of the membership.
(c) Every Member shall make his full payment to the Association by the end of the billing month from the date stated in the Invoice. In case of any queries on his Invoice, he may make enquiries at the Association within one (1) calendar month from the date of the billing. In addition, the payment made to the Association can be arranged apart from the above method. Any member who is holding the card of the affiliate card company shall pay his membership fee based on the rules of the affiliated card company or on the agreement between both the Association and the affiliate card company.
(d) Regardless of the clauses stipulated above, the Association may accept advance payments for Monthly Subscription Fee and other dues by any means, based on the resolution of the Committee.
In the event that a member with a credit balance of membership fee resigns, the balance of membership fee shall be refunded without interest to such member.
(e) A reminder shall be sent to a Member who does not make his payment by the due date of payment.
A Member who fails to make payment to the Association within three (3) months from the date stated in the Invoice, his name shall be disclosed on noticeboard in the clubhouse and his right of utilizing facilities provided in the clubhouse will be temporarily suspended until his account is fully settled. In accordance with Clause 5, upon reaching 5-month overdue of payment, as directed by the Committee, the Association may take any actions that it deems fit or necessary against such Member.
(f) The Admission Fee for reapplication of membership shall be at the discretion of the Committee.
(g) The Committee by resolution of the General Meeting may request Members to pay special subscriptions or levies for particular purposes. Any Member who fails to pay such subscription within such period; the amount due shall be treated in
accordance with Clause 6(e).
(h) In the circumstances that the Association extends special recruitment of membership campaign in line with its memorial events, the Committee shall have the right to change the Admission Fee and Monthly Subscription Fee, provided that the consent of two-third (2/3) majority of the Committee Members attended the Committee Meeting is obtained and such campaign is limited to during the memorial event period.
CLAUSE 7 GENERAL MEETING
7.1 GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING
(a) The Annual General Meeting of the Association shall be held every year at such date, within three (3) months after the end of the financial year not later than end of June at a place and at a time as the Committee shall determine. A report of previous
year's activities; result of election of Committee Members; selection of Appointed Committee Members, Auditors and/or Trustee; financial report, minutes of the previous Annual General Meeting and budget for the coming year and any other agenda proposed by the Committee shall be discussed, resolved and approved in the Annual General Meeting.
(b) A notice stating the date, place and time of any Annual General Meeting and the business to be transacted, including copies of minutes and reports together with the audited Financial Statements of the Association of the previous year shall be sent to each Corporate Member and Individual Member, not later than fourteen (14) days prior to such meeting. Copies of these documents shall also be made available at the designated place of the clubhouse or by any other appropriate methods for the perusal of Members.
(c) The Committee may call an Extraordinary General Meeting when it deemed necessary or upon receipt of a requisition in writing submitted by the Individual Members. The requisition shall be supported by more than four times of the number of Committee Members and include the agenda, reason for request, requester representative, requester list (name, membership number, signature). Such requisition shall be submitted to the Committee. It shall be received when the Management Office confirms that the items stated in the requisition are correct and appropriate.
Upon receipt of such requisition, the Committee will discuss without delay and decide whether to hold an Extraordinary General Meeting or not.
(d) A Notice stating the place, date, time and agenda of any Extraordinary General Meeting shall be sent to each Individual Member and Corporate Member, not later than fourteen (14) days prior to such meeting. A copy of such notice shall also be
made available at the designated place of the clubhouse or by any other appropriate methods for the perusal of Members.
(e) If a quorum, as prescribed in Clause 7.2(a) is not attained, the Extraordinary General Meeting shall be adjourned. The adjourned Extraordinary General Meeting on the same agenda shall not be held again within six (6) months from the date of adjournment of the Extraordinary General Meeting.
(f) Each Individual Member is entitled to exercise one vote at an Annual General Meeting or Extraordinary General Meeting.
(g) The nominee of Corporate Member, as the representative of such Corporate Membership, is entitled to exercise one vote. As an Individual Member such nominee is entitled to exercise one vote, hence in total to exercise two votes.
(h) In any General Meeting of the Association, a Member entitled to attend and vote shall be entitled to appoint another Member or the chairperson of the General Meeting as his proxy by submitting the proxy form. Such appointed proxy shall have the equal right as the Member to speak and vote at the meeting.
(i) The Secretary General shall distribute the draft of minutes of Annual General Meeting / Extraordinary General Meeting to all members as soon as possible.
7.2.QUORUM AT GENERAL MEETING
(a) In any General Meeting of the Association, the presence in person or by proxy of half (1/2) of the voting Members or the voting Members present represent twice the total maximum number of the Committee members, whichever is lesser shall form a quorum. The total number of eligible voting members shall be referred as the total number of votes.
(b) No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.
(c) If a quorum is not attained within half an hour from the time appointed for the General Meeting, with the exception of the circumstances stipulated in Clause 7.1(e), the General Meeting shall be adjourned to another date not exceeding thirty
(30) days from the date of adjournment.
(d) If at the adjourned General Meeting, a quorum is not attained within half an hour from the time appointed for the General Meeting, Members so present shall proceed with the transaction and disposal of business.
(e) At any of such General Meetings all decisions to be taken shall require the consent of a simple majority of such Members present in person or by proxy, except for the agenda that is separately stated in the Constitution.
CLAUSE 8 COMMITTEE
8.1 COMMITTEE MEMBERS
(a) The Association shall be managed by the Committee.
(b) The Committee shall have not less than eighteen (18) but not more than twenty nine (29) members who shall remain in office after the Annual General Meeting is held in the current year until the next Annual General Meeting.
(c) Fifteen (15) members of the Committee shall be elected by majority votes and shall comprise of:
Four (4) Individual Members and Eleven (11) Nominees of Corporate Members.
(hereinafter referred to as "Elected Committee Members").
For this purpose "the Pro Tem Committee" shall mean the "Elected Committee Members" comprising fifteen (15) elected Members.
(d) The Pro Tem Committee Members shall name from amongst themselves a President.
(e) The Pro Tem Committee Members shall appoint, upon the recommendation of President, not less than three (3) but not more than fourteen (14) additional members to the Committee whom shall be:
(i) Not less than two (2) but not more than thirteen (13) members from amongst the Individual Members and/or Nominees of Corporate Members and
(ii) One (1) member from the Embassy of Japan. hereinafter referred to as "Appointed Committee Members".
(f) The President shall appoint not more than five (5) Vice Presidents, a Secretary General and a Treasurer. Such appointments shall be approved in the first Committee Meeting held after the Annual General Meeting.
(g) The names of the President and the Committee Members shall be announced at the General Meeting.
(h) Any vacancy occurring among the Members of the Committee may be filled by the Committee from amongst the Individual Members or the Nominees of Corporate Members accordingly. The Committee shall determine the method of filling the vacancy. Any Committee Member appointed to fill up such vacancy shall hold office until the next Annual General Meeting.
(i) The elected or appointed member, who retires upon completion of his term of service is eligible for re-election. The tenure of such re-election shall be limited to six (6) consecutive terms.
(j) Committee Members shall attend Committee Meeting and Extraordinary Committee Meeting for managing the Association.
(k) If any Committee Member fails to attend Committee Meeting three (3) times consecutively without giving satisfactory reasons, he may be deemed to have resigned from the Committee.
(l) The Committee Members shall carry out their duties voluntarily. Committee Members shall not be responsible for any loss incurred in any event being held, notwithstanding which is approved in General Meeting or Committee Meeting.
(m) The Committee may dismiss a Committee Member for his misbehaviour and/or disregard for any of the regulations or rules of the Association or any resolutions made in the Committee Meeting and/or General Meeting. The Committee shall
inform the General Meeting of the dismissal.
8.2 ELECTION PROCEDURES AND REGULATIONS
(a) There shall be constituted an Election Sub-Committee to conduct and administer the elections of the Committee.
(b) The Election Sub-Committee shall be formed by the Committee and shall consist of a Secretary General, an Auditor and two Individual Members who shall not be concurrently members of the Committee, the Executive Secretary or a staff
from the Administration office, as stipulated in Clause 8.9.
(c) The Election Sub-Committee shall conduct and administer the elections in accordance with byelaws concerning the election procedures established by the Committee.
(d) The Election Sub-Committee shall take all such measures and precautions to maintain the secrecy of the vote and the proper conduct of the elections.
(e) The Election Sub-Committee shall declare the results and announce the names of elected members to Individual Members.
8.3 ORDINARY AND EXTRAORDINARY COMMITTEE MEETING;
(a) The Committee shall execute the decisions taken at the Annual General Meetings and Extraordinary General Meetings.
(b) The Committee may nevertheless take measures in respect of matters of urgency requiring the approval in a General Meeting without referring to the General Meeting provided always that the Committee shall obtain an ex post facto approval
of a General Meeting in respect of each of such measures taken.
(c) All resolutions of the Committee shall be valid if the resolutions are not against the policy and principles adopted at the General Meeting, and if they comply with the Association's Constitution.
(d) The Committee shall hold its ordinary meeting once every month at such a date, place and time as the President or any person who presided at the previous Committee Meeting shall determine.
(e) The Secretary General may call for an Extraordinary Committee Meeting as directed by the President or by any three (3) other Members of the Committee or by the Chairperson of any of the Sub-Committee.
(f) The notice stating the date, place and time of any such Committee Meetings and the business to be transacted thereat shall be notified to each Committee Member prior thereto.
(g) The President or The Secretary General shall call for the Ordinary Committee Meeting and Extraordinary Committee Meeting.
8.4 QUORUM AT COMMITTEE MEETING
(a) At any Committee Meeting a simple majority of Committee Members registered at the date of meeting shall form a quorum.
(b) The President shall be the Chairperson of the Committee Meeting or in his absence, the Acting President in accordance with Clause 9(a), shall preside at the Committee Meeting.
(c) No business shall be transacted at any Committee Meeting of the Association unless a quorum is present at the time when the meeting proceeds to business.
(d) If a quorum is not attained within half an hour from the time appointed for the meeting, the meeting shall be adjourned to another day.
(e) If at the adjourned meeting, a quorum is not attained within half an hour from the time appointed for the meeting, the meeting shall proceed.
8.5 COMMITTEE DECISIONS
At the Committee Meeting, all decisions to be taken shall require the consent of a simple majority of such Committee Members present.
8.6 CIRCULAR RESOLUTION
Where any urgent matter requiring the approval of the Committee arises and it is not possible to convene a meeting, the President or Acting President may call upon the Secretary General to execute a business by Circular Resolution via facsimile or
e-mail, where decisions shall be taken thereof. Provided always that each resolution shall be by majority vote and the result be notified to all Committee Members.
8.7 ORDINARY AND EXTRAORDINARY MANAGEMENT COMMITTEE MEETING
(a) The Association shall establish Management Committee Meeting comprising President, Vice Presidents, Chairperson of each Sub-committee and Committee Members as well as Advisor as appointed by the President, to deliberate proposals
submitted by the relevant bodies. The outcome of discussion thereof shall be reported to Committee Meeting.
(b) The Management Committee shall hold its ordinary meeting once every month at such a date, place and time as the President or any person who presided at the previous Committee Meeting shall determine.
(c) The Secretary General may call for an Extraordinary Committee Meeting as directed by the President or by any three (3) other Members of the Committee or by the Chairperson of any of the Sub-Committee.
(d) The notice stating the date, place and time of any such Committee Meetings and the business to be transacted thereat shall be notified to each Committee Member prior thereto.
(e) The President or The Secretary General shall call for the Ordinary Management Committee Meeting and Extraordinary Management Committee Meeting.
8.8 SUB-COMMITTEE
(a) The Committee may establish Sub-committee for discussion for such matters as may be necessary for the management of the Association.
(b) Each Sub-committee shall have a Chairperson, a Vice Chairperson or Vice Chairpersons and such number of members, including the Executive Secretary, as the Committee shall deem necessary.
(c) The Chairperson shall be appointed from among the Committee Members or Advisor with the discretion of the Committee.
(d) The Executive Secretary may be appointed as a Chairperson.
(e) The Chairperson may appoint Vice Chairperson from amongst the Committee Members. In addition, the Chairperson may appoint Vice Chairperson and Members of the Sub-committee from amongst the Individual Members or Family Members of such Individual Members with the approval of the Committee.
(f) The Chairperson shall from time to time report the outcome of discussions to the Committee.
(g) Based on the request of the President, Vice Chairperson as nominated from Individual Members or Family Members shall attend the Committee Meeting and may give his opinions and advice despite not having a vote.
(h) Sub-Committee may set up an ad hoc committee for executing the specific tasks directed by the Committee Meeting. The Chairperson may appoint Vice Chairperson from amongst the Committee Members. In addition, the chairperson of such ad hoc committee may appoint Vice Chairperson and Member of the ad hoc committee from amongst the Individual Members or Family Member of such Individual Members with the approval of the Committee
(i) All matters pertaining to the Sub-committees other than those provided in this Constitution shall be determined by the Committee.
8.9 SECRETARIAT
(a) The Committee shall have a Secretariat to execute the administrative matters of the Association.
(b) The Secretariat shall have one Executive Secretary and the necessary staff.
(c) The Executive Secretary shall be appointed and commissioned by the Committee.
(d) The Executive Secretary is not eligible to be a Committee Member, however is required to attend all meetings, as and when requested by the Committee to discuss and comment on the subjects raised in the meetings; to produce minutes and to execute the matter resolved in the aforesaid meetings.
(e) All matters pertaining to the Secretariat, the Executive Secretary and the staff other than those provided in this Constitution shall be determined by the Committee.
CLAUSE 9 DUTIES OF OFFICE BEARERS
Committee Members shall carry out their respective duties as prescribed below:
(a) President 1 person
The President shall represent the Association in its external relation.
The President shall preside at and have a casting vote in Annual General Meeting, Extraordinary General Meeting, Committee Meeting, Extraordinary Committee Meeting and Pro Tem Committee Meeting.
The President shall approve and sign the minutes for the respective meetings.
In the absence of the President, he shall nominate an Acting President from amongst the Vice-Presidents.
Should the President cease to be a Member upon termination from the Association or for any other reasons; the Committee shall name and appoint a new President from amongst the Vice Presidents, who are formed by Elected Committee. In the event that there is an absence of Vice Presidents, the President shall propose and appoint an Elected Committee Member to be the succeeding President. The President so appointed shall serve for the remaining period of his term.
(b) Vice-President Maximum 5 persons
In the absence of the President, Vice-Presidents shall take care of the President's duties thereof.
(c) Secretary General 1 person
The Secretary General shall take charge of all correspondences of the Association and shall have custody of all documents, except Financial and Accounting documents belonging to the Association. He shall keep correct minutes of all proceedings of the Association, the General Meeting and the Committee Meetings. In addition, he shall have custody of all external documents and/or any information related to the Association.
(d) Treasurer 1 person
The Treasurer shall have custody of all financial documents and keep correct financial records of all transactions of the Association.
(e) Committee-in-Charge Maximum 21 persons
The President or the Committee shall decide on the designation of all Committee Members, and the Committee Members shall carry out his duties as designated.
CLAUSE 10 FINANCIAL PROVISION
FINANCIAL ACCOUNTS AND AUDIT
(a) The financial year of the Association shall be from the first day of April every year to the thirty-first day of March of the following year.
(b) After the end of each financial year i.e. 31st of March, Financial Statements for the year shall be prepared and audited by the Auditors appointed under Clause 11. The audited Financial Statements and the budget for the coming year shall be submitted to the following Annual General Meeting for approval, and copies shall be made available at the designated place of the clubhouse or by other appropriate methods for the perusal of Members.
(c) Subject to the following provisions in this Constitution, the fund of the Association may be expended for any purpose necessary for carrying out of its objectives, including the expenses of its administration and maintenance of facilities.
(d) Executive Secretary is to be entrusted by the Treasurer to handle petty cash not exceeding Ringgit Malaysia 5,000.00 at any one time. The Executive Secretary shall report the receipts and payments vouchers thereof to the Treasurer.
(e) The Executive Secretary is to be entrusted by the Treasurer to make any transaction not exceeding Ringgit Malaysia 50,000.00 at any one time for the daily expenses of the Association. The Executive Secretary shall submit the receipts and payments vouchers thereof to the Treasurer.
(f) By-laws regulating matters concerning the accounts of the Association shall be established by the Committee separately from this Constitution.
(g) Based on the internal Accounting Standard as set separately, the Executive Secretary shall execute accounting process which include daily receipts and payments.
CLAUSE 11 AUDITORS
(a) Two Individual Members or Nominees of Corporate Members other than the Committee Members shall be appointed as Auditors by the Committee upon the recommendation of the President.
(b) The term of service shall be held until the completion of the next Annual General Meeting. If any vacancy arises, the Committee shall, with the recommendation of the President, nominate a successor. The term of service of the successor shall be held thereof.
(c) The Auditors shall audit the yearly accounts of the Association and present a Financial Statements thereof to the Annual General Meeting.The Auditors shall at any time if requested by the President audit the Association's accounts for any period within their tenure of office and submit a report thereof to the Committee.
(d) The Auditors may attend Committee Meetings to give his opinions when requested by the President.
(e) In accordance to Clause 24, the Auditors may audit the Financial Statements of any Corporate Body or Foundation as requested by the President and report it to the Annual General Meeting of the Association.
CLAUSE 12 PROPERTY ADMINISTRATOR / TRUSTEES
12.1 ASSOCIATION PROPERTY
(a) The Association shall entrust a Trustee to maintain any immovable property or properties belonging to the Association.
(b) Without the instruction from the Committee and the consent from the Annual General Meeting, the Trustee shall not mortgage, sell, dispose and or transfer immovable property or properties of the Association under any circumstances.
(c) A Trustee shall be proposed by the President and approved by the Committee and the Annual General Meeting. A candidate shall be nominated from amongst the Members. The period of assignment is two (2) years. Maximum number of Trustee is 2 persons. In the event that the position falls vacant the vacancy shall be filled by a successor. The Committee shall select and appoint the successor, who shall succeed the preceding appointment until the next General Meeting.
(d) If the Trustee is unable to perform his duties due to illness and/or injury, the Committee shall have to power to terminate his appointment and appoint a new trustee to fill the vacancy until the next General Meeting.
(e)The Trustees may attend Committee Meetings to give his opinions when requested by the President.
12. 2 DISPOSAL OF PROPERTY
The Association shall not sell, dispose or transfer any of the property of the Association without the consent of at least three fifths of its voting Members (inclusive of proxy) present at a General Meeting or an Extraordinary Meeting.
CLAUSE 13 INTERPRETATION
Where the language is singular, it also means plural or vice-versa.
Where he or she is mentioned, it also denotes the other gender.
CLAUSE 14 ADVISOR / PATRON
(a) The Committee may appoint an Honorary President, Honorary Advisor and/or Advisor. Those so appointed must give their consent in writing.
(b) The Minister of Embassy of Japan may be present at Committee Meeting as an Advisor and assist in the management of the Association.
(c) The Committee may appoint the ex-President of the Association or a person proposed by the President as an Advisor. The Advisor may give his opinions and advices on any pertinent matter when requested by the President from time to time,
and he may attend Committee Meetings to give his opinions, nonetheless he does not have a vote. This appointment shall be held until the next Annual General Meeting of the Association. Such advisor can be reappointed.
CLAUSE 15 PROHIBITION
(a) Any activities which is prohibited by the laws of Malaysia, such as gambling or similar practice are forbidden in the clubhouse. Possession of materials for gambling or consumption of any kind of narcotics, dangerous products and any other unfavorable and unlawful materials, which have not been approved by the Committee, into the clubhouse is prohibited.
(b) The funds of the Association shall not be used to pay for fines of Members who have been convicted in a Court of law.
(c) The Association shall not attempt to restrict or in any other manner interfere with trade or engage in any trade union activities as defined in the Trade Union Act 1959.
(d) The Association shall not involve any lottery of any type, whether confined to its Members or not, in the name of the Association or its office-bearers, Committee or Members.
(e) The Association shall not involve in any political activity or allow its funds and/or premises to be used for political purposes.
(f) Any activities and or gathering that is not in accordance with the objective of the Association as stipulated in Clause 3, shall be not permitted to use the fund of or facilities provided by the Association.
CLAUSE 16 AMENDMENT OF CONSTITUTION
(a) None of the clauses of the Constitution shall be deleted or amended and no new clauses shall be introduced except by virtue of a decision at an General Meeting or at any Extraordinary General Meeting, and they shall not come into force without
the approval of the Registrar of Societies, nonetheless, until approval is granted by the Registrar of Societies, the Association shall proceed to conduct its business according to the resolutions passed in an Annual General Meeting. Such amendments shall be sent to the Registrar of Societies for approval within sixty (60) days of such a General Meeting.
(b) No resolutions for amendments shall be brought before the General Meeting
unless:-
(i) It is supported by at least two-thirds (2/3) majority of the Committee Members present at the Committee Meeting; or
(ii) The Committee is in receipt of a requisition from voting members, which requisition form must be supported by Individual Members more than four times the total maximum number of the Committee Members who have the right to vote at a
General Meeting that such amendments be submitted to the General Meeting.
(c) Any resolutions on the amendments of the Constitution shall have the consent of two-thirds (2/3) of the voting rights (inclusive of proxy) obtained at a General Meeting.
(d) The Committee may alter any turn of phrases by the Registrar of Societies, provided that meaning of the clauses remains unchanged.
CLAUSE 17 DISSOLUTION
(a) The Association shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the voting rights obtained expressing either in person or by proxy at a General Meeting convened for the purpose.
(b) In the event of the Association being dissolved as provided for in the preceding clause, all debts and liabilities legally incurred by the Association shall be fully discharged from the funds and assets of the Association, and the balance, if any,
shall be disposed of in such a manner as shall be determined by the General Meeting based on recommendation by the Committee.
(c) Notice of the dissolution of the Association shall be given to the Registrar of Societies within 14 days of the date of its dissolution.
CLAUSE 18 FLAG, LOGO AND BADGE
Logo
Description
Alphabets "J" and "C" represent "Japan Club" and the blue and white in colour symbolise harmonious amongst members.
CLAUSE 19 BANK ACCOUNTS
(a) The Committee may maintain a Bank Account or Accounts with such bank or banks as the Committee approves.
(b) All cheques or withdrawal notices drawn on the Association's Bank Account or Accounts shall be signed by the Committee Member or the Committee Members whom the Committee appointed, or signed by the Executive Secretary.
(c) The details on limit of authority of all cheques and other appropriate method or withdrawal notices drawn on the Association's Bank Account or Accounts shall be in accordance to Accounting Standard as set separately by the Committee.
CLAUSE 20 ACTIVITY GROUP
(a) The Committee may approve requests to establish any Group/Circle in accordance with respective byelaw of Group/Circle for the efficient operation of the Association activities.
(b) The Committee shall appoint one or more Committee Members who will oversee each Group/Circle.
(c) Upon approval by the Committee Meeting, each Group may request a subsidy from the Association. The subsidy shall be used as the Activity Group's expenses.
(d) Any other matters pertaining to the Group/Circle other than those provided in this Constitution shall be determined by the Committee.
CLAUSE 21 CODE OF CONDUCTS
(a) If any Member misbehaves himself in the clubhouse, the Secretary General may request him to leave the clubhouse and in the absence of Secretary General, any member of the Committee or Executive Secretary may exercise this power.
(b) The Honorary President, Honorary Advisor, President, Committee Members, Advisors, Auditors and Executive Secretary shall not abuse their power and positions for any commercial purpose.
(c) All Members shall not conduct any commercial activities in their capacity as members.
(d) All personal data shall be used for the activities related to the objective or management of the Club. All members shall treat such personal data private and confidential and shall handle such data properly.
(e) Member shall be responsible for the decorum of his guest in the clubhouse and for any payments, which include any compensation for damage caused by the member or his guest to the facilities in the clubhouse, due to the Association thereof.
CLAUSE 22 JAPANESE CEMETERY OF KUALA LUMPUR
The Association shall manage the Cemetery in accordance with the agreement asentrusted by Embassy of Japan, nonetheless the execution or procedures of implementation shall be at the discretion of the Committee.
CLAUSE 23 ESTABLISHMENT OF FOUNDATION OR CORPORATE BODY
With the resolution of the Committee, the Association may set up an independent foundation or corporate body in order to conduct the Business Nature and Undertakings of the Association, as stipulated in Clause 3.2.
In addition, activities that includes financial report of such foundation or corporate body shall be reported to the General Meeting or Extraordinary General Meeting of the Association, when the need arises.
CLAUSE 24 ADMISSION OF NON-MEMBER
In principle, apart from the following categories, non-members are not allowed to enter the Clubhouse.
(a) Accompanied by Members
(b) Visitors of management office introduced by Members.
(c) Participants to activities/events that have been approved by the Committee.
(d) Suppliers
(e) New applicants
(f) Visitors with prior approval granted.
(g) Employees of management office and tenants
