RULES AND CONSTITUTION OF PERSATUAN USAHAWAN DAN IKTISAS WANITA SABAH (SABAH WOMEN ENTREPRENEURS AND PROFESSIONALS ASSOCIATION)
Rule 1. Name and Registered Address
(i) The name of the Association shall be Persatuan Usahawan Dan Iktisas Wanita Sabah (Sabah Women Entrepreneurs And Professionals Association) (SWEPA) hereinafter referred to as “the Association”.
(ii) Its registered address shall be at No.11, 2″cl Floor, Bornion Centre, Luyang 88300, P.O. Box 13193, 88836 Kota Kinabalu, Sabah, Malaysia or at such other place or places as may from time to time be decided on by the Executive Committee.
The registered address of the Association shall not be changed without the prior approval of the Registrar of Societies.
Rule 2. Aims and Objects The aims and objects of the Association shall be as follows:-
(i) To foster goodwill and to establish relationship among business and professional women.
(ii) To work together with the Federal Government, State Government and public enterprises in achieving National Development.
(iii) To Comment/review on certain laws, ordinance, statutes and enactments which have an impact and relevance with the members’ business or profession.
(iv) To affiliate and co-operate with other bodies/agencies in Sabah and other parts of Malaysia which may have similar objectives. To affiliate also with international bodies that have similar goals and objectives.
(v) To provide and/or assist members to obtain professional knowledge, training and services in their various business and professional fields.
(vi) To represent its members at various government authorities and bodies/agencies.
(vii) To collect, integrate and disseminate data, statistics and other information that has relation with the businesses and professions of the members.
(viii) To act as adviser to potential and existing businesswomen.
(ix) To promote the interest of members, the Association may acquire, sell or lease any property and to invest either solely or jointly in business and to carry out charity and welfare activities. 2
Rule 3. Membership
(i) There shall be four categories of membership as follows :
a) Ordinary Members
Ordinary membership shall be open to businesswomen and professional women of Malaysian citizenship who are residing in Sabah and aged 18 years and above.
b) Institutional Members
Membership shall be open to organisation with similar objectives registered in Sabah. Each member organisation shall be represented by two voting delegates in the General Meeting.
c) Life Members
There shall be two categories of Life membership.
Life membership shall be open to ordinary members who:-
(i) have paid their subscription for life membership; and
(ii) have paid their annual subscriptions for six (6) consecutive years (without default in any one of the subscriptions) and upon payment of a sum of Ringgit Malaysia Five Hundred (RM500.00) only.
d) Associate Members
Any person above 18 years of age and residing in Kota Kinabalu is eligible to apply for Associate membership. She shall abide by the rules and regulations of the Association except that she is not eligible to hold office in the Association.
(ii) Every application for membership shall contain such particulars as may be required by the Executive Committee and shall be proposed and seconded by two existing members and shall be forwarded to the Secretary who shall at the first convenient opportunity, submit it to the Committee for approval. The Committee may at its discretion reject any application without assigning any reason therefore.
(iii) Every applicant whose application has been approved as aforesaid shall, upon payment of the prescribed entrance fee and first yearly subscription, be admitted as a member of the Association and shall be entitled to all privileges of membership. Her approval shall be notified by the Secretary in writing.
Rule 4. Entrance Fees. Subscriptions and Other Dues
(i) The entrance fee and subscription payable for all category of members shall be as follows:-
(ii) All yearly subscriptions shall be payable on admission of membership to the Treasurer and thereafter in advance before 31 of January of each year. The first year’s subscription shall be in respect of the remaining months of that year of admission.
(iii) Any member who allows her arrears to exceed one year subscriptions shall receive a written notification signed by or on behalf of the Secretary, and shall be denied the privileges of membership until she settles her account.
(iv) The Committee shall have the power to fix a re-entrance fee for any person who has allowed her membership to lapse through arrears.
Rule 5. Cessation of Membership
An ordinary member and an institutional member shall cease to be such member in any of the following circumstances:-
(i) If she gives by notice in writing addressed to the Secretary.
(ii) If she allows her arrears to exceed 2 years subscriptions provided that the Executive Committee is satisfied that she has received due notice of her debts. Her membership may, however, be reinstated by the Executive Committee if and when she pays to the Association all her arrears of annual subscriptions, the current year subscription, a re-entrance fee and a penalty to be fixed by the Executive Committee.
Rule 6. Resignation and Expulsion
(i) Any member who wishes to resign from the Association shall give two weeks notice in writing to the Secretary and shall pay up all dues.
(ii) Any member who fails to comply with the rules of the Association or has acted in a manner to bring disrepute upon the Association may be expelled or suspended for a period of time as the Executive Committee deems fit. Before the Executive Committee expels or suspends the member, the member shall be informed of the grounds for such expulsion or suspension in writing and be given an opportunity to explain and absolve herself in person. Such suspension or expulsion shall be enforced, unless otherwise reversed by a general meeting upon appeal by the said member.
Rule 7. Annual General Meeting
(i) The supreme authority of the Association is vested in a General Meeting of the members. At least fifty per centum of the total voting membership of the Association or twice the total number of members of the Executive Committee, whichever is the lesser must be present at a general meeting for its proceedings to be valid and to constitute a quorum.
(ii) If half an hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a date (not exceeding 14 days) to be decided by the Executive Committee: and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall carry on with the business of the day but they shall not have the power to alter the rules of the Association or to make decisions affecting the whole membership.
(iii) An Annual General Meeting of the Association shall be held by the end of June after the close of each financial year on a date and at a time and place to be decided by the Executive Committee. The business of the Annual General Meeting shall be:-
a) To receive the President’s report on the working of the Association during the previous year.
b) To receive the Treasurer’s report and the audited accounts of the Association for the previous year.
c) To elect an Executive Committee and to appoint auditors once in every two years.
d) To deal with such other matters as may be put before it.
(iv) A preliminary notice of the Annual General Meeting stating the date, the time and the place, and calling for motions for discussion, motions for amendment of the Rules and Nominations for the election of the Executive Committee (during election year) shall be sent by the Secretary to all members not later than 30 days before the date fixed for the meeting, and this notice shall also be prominently displayed at the registered address or place of meeting of the Association.
(v) Nomination for the election of office bearers (during election year) and motions for discussion at the meeting must be sent to reach the Secretary not later than 14 days after the receipt of the preliminary notice. All nominations and proposed amendments to the Constitution shall be proposed and seconded by 2 existing members. Nominees must consent to the nominations and be present at the Annual General Meeting.
(vi) The Secretary shall send to all members at least 7 days before the meeting an agenda including copies of minutes and reports, motions and nominations for the election of office bearers (during election year) together with the audited accounts of the Association for the previous year. Copies of these documents will also be made available at the registered address or place of meeting of the Association for the perusal of members.
(vii) An extraordinary general meeting of the Association shall be convened:
a) whenever the Executive Committee deems it desirable, or
b) at the joint request in writing of not less than twenty five percent of the membership, stating the objects and reasons for such meeting.
(viii) An extraordinary general meeting requisitioned by members shall be convened not later than 14 days from the receipt of such requisition.
(ix) The Secretary shall send to all members at least 7 days before the extraordinary general meeting an agenda.
(x) Paragraphs (i) and (ii) of this rule regarding the quorum and the postponement of an Annual General Meeting shall apply also to an extraordinary general meeting, but with the proviso that if no quorum is present after half an hour from the time appointed for a postponed extraordinary general meeting requisitioned by members the meeting shall be cancelled, and no extraordinary general meeting shall be requisitioned for the same purpose until after the lapse of at least three months from the date thereof.
(xi) The Secretary shall forward to all members a copy of the draft minutes of each annual and extraordinary general meeting 28 days after its conclusion.
(xii) Any sale, purchase or transfer of any immovable property held in trust of the Association shall not be made without the consent and authority of two- third of the members present at the general meeting.
Rule 8. Voting
(i) Voting at general meeting may be by show of hands or by secret ballot if the members at the meeting so decide.
Rule 9. Executive Committee
(i) The Executive Committee shall be elected once in every two years at the annual General Meeting, except for the Immediate Past President and Legal Advisor, and shall commence its term of office on 1st July. The Executive Committee shall consist of the following Office Bearers:-
A Vice President
An Assistant Secretary
An Assistant Treasurer
5 Committee Members
Immediate Past President
(ii) The office bearers of the Association and every officer performing executive functions in the Association shall be Malaysian citizens.
(iii) The Names for the above Office Bearers shall be proposed and seconded and election will be by a simple majority vote of the members by a show of hands or secret ballot once in every two years at the Annual General Meeting. All Office Bearers shall be eligible for re-election for subsequent terms. The tenure of all Office Bearers shall be two (2) years.
(iv) The function of the Executive Committee is to organise and supervise the day-to-day activities of the Association and to make decisions on matters affecting its running within the general policy laid down by the General Meeting. The Executive Committee may not act contrary to expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meeting. It shall furnish a report to each Annual General Meeting on its activities during the previous year.
(v) The Executive Committee shall meet from time to time whenever necessary but shall meet at least once in every three months, and 7 days notice of each meeting shall be given to the members. The President acting alone, or not less than three of its Executive Committee Members acting together may call for a meeting of the Executive Committee to be held at any time. At least one half of the Executive Committee Members must be present for its proceedings to be valid and to constitute a quorum.
(vi) Where any urgent matter requiring the approval of the Executive Committee arises and it is not possible to convene a meeting, the Secretary may obtain such approval by means of a circular letter. The following conditions must be fulfilled before a decision of the Executive Committee is deemed to have been obtained:
a) The issue must be clearly set out on the circular and forwarded to all members of the Executive Committee;
b) At least one-half of the members of the Executive Committee must indicate whether they are in favour or against the proposal;
c) Any decision obtained by circular letter shall be reported by the Secretary to the next Executive Committee meeting and recorded in the minutes thereof.
(vii) Any member of the Executive Committee who fails to attend three consecutive meetings of the Executive Committee without satisfactory explanation shall be deemed to have resigned from the Executive Committee.
(viii) The Executive Committee shall give instructions to the Secretary and other officers for the conduct of the affairs of the Association. It may appoint such organisers and such staff as it deems necessary. It may suspend or dismiss any organiser or member of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out the decisions of the Executive Committee, or for any other reason which it deems fit and sufficient in the interest of the Association.
(ix) The Executive Committee shall within 60 days after the holding of the Annual General Meeting submit the annual returns of the Association to the Registrar of Societies as required under Section 14(1) of the Societies Act, 1966.
(x) In the event of death or resignation or expulsion of a member of the Executive Committee, the candidate who received the next highest number of votes at the previous election for the post affected shall be invited to fill the vacancy. If there is no such candidate or if such candidate declines to accept the office, the Executive Committee shall have the power to co-opt any other member of the Association to fill the vacancy until the next Annual General Meeting of the year in which elections are held.
Rule 10. Duties of Office-Bearers
(i) The President shall during her term of office preside at all general meetings and all meetings of the Executive Committee and shall be responsible for the proper conduct of all such meetings. She shall have a casting vote and shall sign the minutes to each meeting at the time they are approved.
(ii) The Vice-President shall deputise for the President during the latter’s absence.
(iii) 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 Executive Committee. She shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. She shall maintain a membership register with particulars of name, age, identity card number, occupation and address of every member. She shall attend all meetings, and record the proceedings.
(iv) The Assistant Secretary shall assist the Secretary in carrying out her duties and shall act for her in her absence.
(v) The Treasurer shall be responsible for the finances of the Association. She shall keep accounts of all its financial transactions and shall be responsible for their correctness.
(vi) The Ordinary Committee Members shall assist the above office bearers in the function of the Executive Committee and in the management of the Association.
Rule 11. Financial Provisions
(i) 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 payment of salaries, allowance and expenses to 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.
(ii) The Treasurer may hold a petty cash advance not exceeding RM500.00 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 Executive Committee. The bank account shall be in the name of the Association.
(iii) All cheques or withdrawal notices on the Association account shall be signed jointly by the President or the Secretary and the Treasurer.
(iv) No expenditure exceeding RM2,000.00 at any one time shall be incurred without the prior sanction of the General Meeting and no expenditure exceeding RM500.00 at any one time shall be incurred without the prior sanction of Executive Committee. Expenditure of less than RM500.00 at any one time may be approved by the President together with the Secretary and Treasurer.
(v) 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 Rule 12. The Audited accounts shall be submitted for the approval of the next Annual General Meeting, and copies shall be made available at the registered address or place of meeting of the Association for the perusal of members.
(vi) The date of the commencement of the financial year of the Association shall be from the 1st of January and shall end on 31st of December annually.
(vii) All moneys and profits accruing to the Association from participation in any business shall be applied solely towards the furtherance, promotion and execution of the objects of the Association and no portion thereof shall be paid by way of dividend, bonus or profit to any member of the Association.
Rule 12. Audit
(i) Two persons, who shall not be office-bearers of the Association shall be appointed once in every two years by the Annual General Meeting as Honorary Auditors.
(ii) The Auditors shall be required to audit the accounts of the Association for the year and to prepare a report or certificate for the Annual General Meeting. They may also be required by the President 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 Executive Committee.
Rule 13. Trustees
(i) Three Trustees who must be over 21 years of age, shall be appointed at the Annual General Meeting and shall hold office during the pleasure of the Association. They shall have vested in them all immovable property whatsoever belonging to the Association upon the execution of a Deed of Trust.
(ii) The Trustee shall not sell, withdraw or transfer any of the property of the Association without the consent and authority of a General Meeting of members.
(iii) A Trustee may be removed from office by the General Meeting on the grounds that, owing to ill health, unsoundness of mind, absence from the country or for any other reason she is unable to perform her 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.
Rule 14. Interpretation of Rules
(i) Between Annual General Meetings, the Executive Committee shall interpret the rules of the Association and, when necessary, determine any point on which the rules are silent.
(ii) Except where they are contrary to or inconsistent with the policy previously laid down by the General Meeting the decisions of the Executive Committee shall be binding on all members of the Association unless and until countermanded by a resolution of a General Meeting.
Rule 15. Prohibitions
(i) None of the following games shall be played in the premises of the Association: Roulette, Lotto, Fan-Tan, Poh, Peh Bin, Belangkai, Pai Kau, Tau Ngau, Tian Kow, Chap Ji Kee, Sam Cheong, Twenty-one, Thirty-one, Ten and a half, all games of Dice, bankers’ games and all games of mere chance.
(ii) Neither the Association nor its member shall attempt to restrict or in any other manner interfere with the trade or prices or engage in any Trade Union activities as defined in the Trade Union Act 1959.
(iii) The Association shall not pay out any benefits as defined under Section 2 of the Societies Act, 1966, to any of its member.
(iv) No University student shall be admitted as a member of the Association without the prior written consent of the Vice- Chancellor of the University concerned.
(v) The Society shall not hold any lottery whether confined to its members or not, in the name of the Association or its Office-Bearers, Executive Committee or member.
Rule 16. Amendment of Rules
These Rules may not be altered or amended except by resolution of a General Meeting. Application for any such alterations or amendments shall be made to the Registrar within 60 days from the date of the decision to make the change or the amendment and shall take effect from the date of their approval by the Registrar of Societies.
Rule 17. Dissolution
(i) The Association may be voluntarily dissolved by a resolution of not less than three-fifths of the total membership at a General Meeting specially convened for the purpose.
(ii) In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged and the remaining funds shall be disposed of in such manner as may be decided upon by a General Meeting.
(iii) Notice of dissolution shall be given within 14 days of the dissolution to the Registrar of Societies.
Rule 18. Logo
The Association shall adopt for its use a logo, which shall be in the design and colours as follows:
(i) The description of the logo is as follows:-
The logo is in the design of an outline in horizontal oval shape in RED in the centre depicting an eye of a bird. In the eye of the bird is a BLACK silhouette of a woman, with the word ‘SWEPA’ printed in GOLD colour in the centre, against a backdrop in BLACK colour in the shape of the top of a mortarboard.
(ii) The meaning of the three (3) colours used in the logo are as follow:
a) The BLACK colour of the silhouette of a woman and of the top of a mortar board represents professionalism and respectability of women;
b) The RED colour in the eye of a bird represents courage and strength; and
c) The GOLD colour in the word “SWEPA” represents wealth and prosperity;
d) In short, the logo of the Association stands for “Sabah professional and respectable women with courage and strength pursuing business, in wealth and prosperity”.