Malaysia Nestle Retirees: 2022

MNRA Constitution updated Aug 2023

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#### Latest Amendment in Red. Refer Minutes of 11th AGM dated 26/11/2021 ####

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PERLEMBAGAAN BAGI
PERTUBUHAN INDUK

V4.0_28012016

FASAL 1 NAMA

(1) Pertubuhan ini dikenali dengan nama

PERSATUAN PESARA NESTLÉ MALAYSIA (MALAYSIA NESTLÉ RETIREE
ASSOCIATION) AND THE ABBREVIATION IS MNRA

Selepas ini disebut "Pertubuhan".

(2) Takrif Nama :

(3) Taraf Pertubuhan : Lain-lain

FASAL 2 TEMPAT URUSAN

1. Alamat berdaftar dan tempat urusan pertubuhan ialah

HEAD OFFICE OF NESTLE MALAYSIA BERHAD,

LEVEL 22, 1 POWERHOUSE, NO.1 PERSIARAN

BANDAR UTAMA, BANDAR UTAMA,

47800 PETALING JAYA, SELANGOR

dan alamat untuk surat-menyurat adalah

saperti diatas,

atau di tempat lain atau tempat-tempat yang akan ditetapkan dari semasa ke
semasa oleh Jawatankuasa;

2. Tempat urusan berdaftar dan alamat surat menyurat Pertubuhan tidak boleh diubah
tanpa kebenaran Pendaftar Pertubuhan terlebih dahulu.

FASAL 3 TUJUAN/MATLAMAT

The aims and objects of the Association shall be:-

3.1 To foster continuous links and interaction with the company

3.2 To provide platform for social networking to meet old colleagues and meet the

3.3 To organize social activities for its members via the establishment of local
chapters, when necessary.

3.4 To encourage, foster and develop the qualities of goodwill and understanding,
and

3.5 To provide welfare services where and when necessary

FASAL 4 KEAHLIAN

Membership shall be opened to:-

4.1 Ordinary Member
Membership shall be opened to all Malaysian citizens, who were employees of
Nestlé Malaysia and have retired from the Company according to the records kept
by the Company.

‎4.1 ‎‎Life Members‎‎. ‎‎ ‎‎Membership shall be opened to all Malaysian citizens‎‎, 55 ‎‎years and above who were employees of Nestlé Malaysia ‎

4.1.1 and have retired from the Company or

4.1.2 left the Company due to restructuring (Mutual Separation Scheme and

Voluntary Separation Scheme) after serving the Company 20 years or more

4.2 Associate Members

4.2.1 widows or widowers of the Retirees of the Company who have passed away and

4.2.2 ex Nestlé employees who left the Company due to restructuring (MSS and

VSS) after serving the Company for more than 10 but less than 20 years and have

attained 55 years of age.

.

4.3 Honorary Members are expatriate employees of the Company who have worked
and based in Malaysia.

4.4 All applications for Ordinary/Life memberships to the Association shall be
proposed and seconded by two (2) existing members and forwarded to the Hon. Secretary
who shall at the first convenient opportunity submit it to the Management Committee for
approval. The Management Committee which shall be empowered to reject any
application for membership without assigning reason thereof. The decision of the Management Committee shall be final.

4.5 Every applicant whose application has been approved as aforesaid shall, upon
payment of the prescribed entrance fee and first annual subscription be admitted as member of the Association and shall be entitled to all privileges of membership.

4.6 Associate Members shall enjoy all the privileges of the Ordinary or Life

members but they shall have no voting right or hold any positions in the Management Committee.

4.7 Honorary members shall enjoy all the privileges of the Ordinary or Life members
but they shall have no part in the control or management of the Association and shall
not be entitled to vote.

FASAL 5 PERBERHENTIAN DAN PEMECATAN AHLI

5.1 Any member who wishes to resign from the Association shall give a two-week
notice in writing to the Hon Secretary and shall pay up all one's dues.

5.2 Any member who fails to adhere to the rules and regulation of the Association
or acts in a way which is detrimental to the good name of the Association can be
terminated of his membership or membership temporarily suspended for a period
which the Management Committee deems fit.

5.3 Any member who fails to comply with the rules of the Association or has acted
in a manner to bring disputes upon the Association may be expelled or suspended for a
period of time as the Management Committee deems fit.

5.4 Before the Management Committee expels or suspends a member, the member
shall be informed of the grounds for such an action in writing and be given an
opportunity to explain and clear oneself in person. Such suspension or expulsion
shall be enforced unless otherwise reversed by General Meeting upon appeal by
the said member.

FASAL 6 SUMBER KEWANGAN

6. Ordinary members shall pay in advance a yearly subscription of RM20.00
(Ringgit Malaysia Twenty only) made payable to the Hon. General Treasurer the first month
of each financial year in advance.

6.1 Life Members shall pay a lump sum of RM100.00 (Ringgit Malaysia One Hundred only).

6.1.1 For those who retire after 1st Feb 2016, the life membership fee will be paid by Nestle Malaysia Bhd.

6.2 Associate Members shall pay a lump sum of RM150.00 (Ringgit Malaysia One Hundred Fifty Only).

6.3 Honorary & Honorary Associate Members shall pay a lump sum of RM250.00 (Ringgit Malaysia Two Hundred and Fifty Only).

6.4 Any member who has infringed any or the Association's rules or perform acts or
made public remarks which are injurious to the reputation of the Association shall
be dealt with appropriately by the Management Committee.

6.5 Special subscriptions or levies for particular purposes may be raised from
members by resolution of the General Meeting of the Association. If any member fails to
pay such subscription within such period as maybe resolved, the amount shall be
treated in the same way as arrears of annual subscription.

FASAL 7 MESYUARAT AGUNG

7.1 The supreme authority of the Association is vested in a general meeting
of the members. At least one-half of the total voting memberships of
the Association or the voting members present representing twice the
total number of the committee members present, whichever is the lesser
must be present at the general meeting for its proceedings to be valid
and to constitute a quorum.

7.2 If half an hour after the time appointed for the meeting quorum is not
present the meeting shall be postponed to the date (not exceeding thirty
days) to be decided by the Committee, and if a quorum is not present
half an hour after the time appointed for the postponed meeting, the
members present shall have the power to proceed with the business of the
day but they shall not have the power to alter the rules of the
Association or make decisions affecting the whole membership.

7.3 An annual general meeting of the Association shall be held as soon as
possible after the close of each financial year but not later than the
31st of March on a date and at a time and place to be decided by the
Committee. The business of the annual general meeting shall be:

    1 To receive the Committee's report on the working of the Association during the previous year;

    2 To receive the Treasurer's report and the audited accounts of the Association for the previous year;

    3 To elect a Committee and to appoint auditors for the ensuing year;

    4 To deal with such other matters as may be put before it.

7.4 The Hon. Secretary shall send to all members at least fourteen days
before the meeting an agenda including copies of the minutes and
reports, together with the audited accounts of the Association for the
previous year. Copies of these documents will also be made available at
the registered place of business of the Association for the perusal of
members.

7.5 An extraordinary general meeting of the Association shall be convened
     1. Wherever the Committee deems it desirable or
     2. At the joint request in writing of not less than one fifth (1/5) of the voting members stating the objectives and reasons of such meeting.

7.6 An extraordinary general meeting requisitioned by members shall be
convened for a date within thirty days of the receipt of such requisition.

7.7 Notice and agenda for an extraordinary general meeting shall be
forwarded by the Hon Secretary to all members, at least fourteen days
before the date fixed for the meeting.

7.8 Paragraphs 7.1 and 7.2 of this rule regarding the quorum and
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 the members, the meeting
shall be cancelled for the same purpose until after the lapse of at
least six months from the date thereof.

7.9 The Hon. Secretary shall forward to all members a copy of the draft
minutes of each annual and extraordinary general meeting as soon as
possible after its conclusion.

FASAL 8 JAWATANKUASA

A Committee consisting of the following who shall be termed the office-bearers or
Management Committee of the Association shall be elected at the Annual General
Meeting:-

1. President

2. Vice-President

3. Hon. Secretary

4. Hon. Assistant Secretary

5. Hon. Treasurer

6. Hon. Assistant Treasurer

7. Five Committee Members

8.1 The term of office of the Committee shall be for two years after which
they may offer themselves for re-election at the Annual General Meeting.

8.2 All office bearers of the Association and every officer performing
executive functions in the Association shall be Malaysian Citizens.

8.3 Names for the above offices shall be proposed and seconded and election
will be by a simple majority vote of the members at the annual general
meeting. All the office-bearers shall be eligible for re-election each year.

8.4 The function of the Committee is to organize 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 Committee may not act contrary to the 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.

8.5 The Committee shall meet at least once every three (3) months and seven
(7) days notice of each meeting shall be given to its members. The
President acting alone or not less than three of its members acting
together may call for a meeting of the Committee to be held at any time.
At least one half of the Committee members must be present for its
proceedings to be valid and to constitute a quorum.

8.6 Where any urgent matter requiring the approval of the 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 Committee is deemed to have been obtained:-

(a) The issue must be clearly set out in the circular and forwarded to all members of the Committee;
(b) At least one-half of the members of the Committee must indicate whether they are in favour or against the proposal; and
(c) The decision must be by a majority vote.

Any decision obtained by circular letter shall be reported by the Secretary to the next Committee meeting and recorded in the minutes thereof.

8.7 Any member of the Committee who fails to attend three consecutive meetings of the Committee without satisfactory explanation shall be deemed to have resigned from the Committee.

8.8 In the event of the death or resignation of a member of the 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 office, the Committee shall have the power
to co-opt any other member of the Association to fill the vacancy until the next
election in Annual General Meeting.

8.9 The Committee shall give instruction to the Secretary and other officers
for the conduct of the affairs of the Association. It may appoint such
officers and such staff as it deems necessary. It may suspend or dismiss
any officers or members of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out the decisions of the Committee, or for any other reason which it deems good and sufficient in the interest of the Association.

8.10 Except where they are contrary or inconsistent with the policy
previously laid down by the general meeting, the decision of the
Committee shall be binding on all members of the Association unless and
until countermanded by a resolution of a general meeting.

FASAL 9 KEWAJIPAN-KEWAJIPAN PEGAWAI

9.1 The President shall during his term of office preside at all general meeting of
the Committee, and shall be responsible for the proper conduct of all such
meetings. He shall have the casting vote and shall sign the minutes of each
meeting at the time they are approved. He shall in conjunction with the Hon
Secretary and Treasurer sign all cheques on behalf of the Association.

9.2 The Vice-President shall assist the President in carrying out his duties and
deputize for the President during the latter's absence.

9.3 Hon Secretary shall conduct the business of the Association in accordance with
the rules and shall carry out the instructions of the general meeting and of the
Committee. He shall be responsible for conducting all correspondence and keeping
all books, documents and papers except the accounts and financial records. He
shall maintain a proper membership register of the members consisting of details
such as name/address of employer and residential address. In conjunction with the
President and the Treasurer, he shall sign all cheques on behalf of the Association.
He shall file annual returns within 60 days from the date of the annual general
meeting to the Registrar of Societies.

9.4 The Hon Assistant Secretary shall assist the Hon. Secretary in carrying out his
duties and shall act for him in his absence.

9.5 The Treasurer shall be responsible for the finances of the Association. He shall
keep accounts of all its financial transactions and shall be responsible for
their correctness. He shall in conjunction with the President and the Hon.Secretary sign all cheques on behalf of the Association.

9.6 The Ordinary Committee Members shall carry out such duties as directed by the
Committee.

FASAL 10 KEWANGAN

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 objectives,
including the expenses of its administration the payment of salaries, allowance
and expenses to its office-bearers and paid staff and the auditing 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.

10.2 The Treasurer may hold a pretty cash advance not exceeding RM1,000.00
(Ringgit Malaysia One Thousand Only) at any 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 Association.

10.3 All cheques or withdrawal notices on the Association's account shall signed
jointly by the President, Hon Secretary and the Treasurer. In the absence of the
President, Secretary and the Treasurer for a long period, the Committee shall
appoint one of its Members to sign in his place.

10.4 No expenditure exceeding RM500.00 (Ringgit Malaysia: Five Hundred Only) at
any time shall be incurred without the prior sanction of the Committee and no
expenditure exceeding RM10,000.00 (Ringgit Malaysia Ten Thousand Only) at any
one time shall be incurred without the prior sanction of a general meeting.
Expenditure less than RM500.00 (Ringgit Malaysia Five Hundred Only) may be
incurred by the President together with the Association Hon. Secretary or the
Treasurer.

10.5 As soon as possible after the end of each financial year i.e. 31st of December,
a statement of receipts and payments and a balance sheet for the year shall be
prepared and audited by the Auditors appointed under Clause 11. The audited
accounts shall be submitted for the approval of the next annual general meeting
and copies shall be made available at the registered place of business of the
Association for the perusal of members.

10.6 The financial year of the Association shall commence on the first day of
January and end on the 31st of December annually.

FASAL 11 JURUAUDIT

11.1 Two persons who shall not be office-bearers of the Association shall be
appointed by the annual general meeting as Honorary Auditors. They shall
hold office for one year and they may be re-appointed.

11.2 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 the tenure of office at any date
and to make a report to the Committee.

FASAL 12 PENTADBIR HARTA / PEMEGANG AMANAHNil

FASAL 13 TAFSIRAN PERLEMBAGAAN PERTUBUHAN

13.1 Between annual general meetings the committee shall interpret the rules of the
Association and when necessary, determine any point on which the rules are silent.

13.2 Except where they are contrary to or inconsistent with the policy previously laid
down by the general meeting, the decisions of the Committee shall be binding on all
members of the Association unless and until countermanded by resolution of a
general meeting.

FASAL 14 PENASIHAT / PENAUNG

14.1 The Committee shall if it deems fit and necessary to appoint qualified persons
to be the Advisors/Patrons of the Association provided that prior written consent
from the said persons have been obtained.

14.2 The number for each category shall not be more than six in number.

14.3 The Term of office shall be the same as the Office-Bearers.

FASAL 15 LARANGAN15.1 None of the following games shall be played in the premises of the
Association:

Roulette, Lotto, Fan Tan, Video Games, Poh Peh Bin, Belangkai, Pai Kau, Tau
Ngau,Tien 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.

15.2 Neither the Association nor its members 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.

15.3 The Association shall not hold any lottery without license from the proper
authority whether confined to its members or not, in the name of the Association or its
office-bearers, committee or members.

15.4 No 'benefits' as defined under Section 2 of the Association Act 1966 shall be
given by the Association to any of its members.

15.5 The Association shall not participate in any politics.

FASAL 16 PINDAAN PERLEMBAGAAN

These rules may be altered or amended by resolution of a general meeting. Such
alterations or amendments shall take effect from the date of their approval by the
Registrar of Societies. Any amendment to the rules shall be forwarded to the
Registrar of Societies within sixty days of being passed by the general meeting.

FASAL 17 PEMBUBARAN

17.1 The Association may be dissolved voluntarily by a resolution of not less
than three-fifths of the total voting membership of the Association present at a
general meeting convened for that purpose.

17.2 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 off in such manner as may be decided upon
by the general meeting.

17.3 Notice of dissolution shall be forwarded to the Registrar of Societies within 14
days of its dissolution.

FASAL 18 BENDERA, LAMBANG DAN LENCANA
1. Bendera
-
Keterangan
-
2. Lambang

Keterangan

MALAYSIA NESTLE RETIREES ASSOCIATION

3. Lencana
-
Keterangan

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Amendment - 25 July 2014
Please note that the MNRA Constitution is reformatted in accordance to the new format requirements imposed by Register of Society (ROS) recently.
The changes only affect the numbering of the articles and some of its title. The contents stay status quo.
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CONSTITUTION

PERSATUAN PESARA NESTLE MALAYSIA

(MALAYSIA NESTLE RETIREES ASSOCIATION)

CLAUSE 1: NAME

The Association shall be known as “Persatuan Pesara Nestle Malaysia” (Malaysia Nestle Retirees Association) and the abbreviation is NRA Malaysia). Hereinafter refer to as the Association.

CLAUSE 2: PLACE OF BUSINESSES

Its registered place of business shall be at the Head Office of Nestle Malaysia Berhad,

LEVEL 22, 1 POWERHOUSE, NO.1 PERSIARAN

BANDAR UTAMA, BANDAR UTAMA,

47800 PETALING JAYA, SELANGOR

or other place or places as may from time to time be decided on by the Management Committee. This registered place of business of the Association shall not be changed without the prior approval is obtained from the Registrar of Societies.

CLAUSE 3: OBJECTIVES

The aims and objects of the Association shall be –
3.1       To foster continuous links and interaction with the company
3.2       To provide platform for social networking to meet old colleagues and meet the new
             ones
3.3       To organize social activities for its members
3.4       To encourage, foster and develop the qualities of goodwill and understanding, and
3.5       To provide welfare services where and when necessary

CLAUSE 4: MEMBERSHIP

Membership shall be opened to:

4.1       Ordinary Member .
            Membership shall be opened to all Malaysian citizens, 55 years and above who were employees of the Nestle Malaysia and have retired from the Company.

4.1 ‎‎Life Members‎‎. ‎‎ ‎‎Membership shall be opened to all Malaysian citizens‎‎, 55 ‎‎years and above who were employees of Nestlé Malaysia ‎

4.1.1 and have retired from the Company or

4.1.2 left the Company due to restructuring (Mutual Separation Scheme and

Voluntary Separation Scheme) after serving the Company 20 years or more

4.2 Associate Members

4.2.1 widows or widowers of the Retirees of the Company who have passed away and

4.2.2 ex Nestlé employees who left the Company due to restructuring (MSS and

VSS) after serving the Company for more than 10 but less than 20 years and have

attained 55 years of age.

4.3 Honorary Members are expatriate employees of the Company who have worked and based in Malaysia

4.4 All application for Ordinary/Life memberships to the Association shall be proposed and seconded by two (2) existing members and forwarded to the Hon. Secretary who shall at the first convenient opportunity submit it to the Management Committee for approval. The Management Committee which shall be empowered to reject any application for membership without assigning reason thereof. The decision of the Management Committee shall be final.

4.5 Every applicant whose application has been approved as aforesaid shall, upon payment of the prescribed entrance fee and first annual subscription be admitted as member of the Association and shall be entitled to all privileges of membership.

4.6 Associate Members shall enjoy all the privileges of the Ordinary or Life members but they shall have no voting right or hold any positions in the Management Committee
.
4.7 Honorary members shall enjoy all the privileges of the Ordinary or Life members but they shall have no part in the control or management of the Association and shall not be entitled to vote

CLAUSE 5: RESIGNATION AND TERMINATION

5.1       Any member who wishes to resign from the Association shall give a two-week notice in writing to the Hon Secretary and shall pay up all one’s dues
.
5.2       Any member who fails to adhered to the rules and regulation of the Association or acts in a way which is detrimental to the good name of the Association can be terminated of his membership or membership temporarily suspended for a period which the Management Committee deems fit.

5.3       Any member who fails to comply with the rules of the Association or has acted in a manner to bring disputes upon the Association may be expelled or suspended for a period of time as the   Management Committee deems fit.

5.4       Before the Management expel or suspend a member, the member shall be of the grounds for such an action in writing and be given an opportunity to explain and clear oneself in person. Such suspension or expulsion shall be forced, unless otherwise reversed by General Meeting upon appeal by the said member.

CLAUSE 6: SOURCE OF INCOME

6. Ordinary members shall pay in advance a yearly subscription of RM20.00 (Ringgit Malaysia Twenty only) made payable to the Hon. General Treasurer the first month of each financial year in advance

6.1 Life Members shall pay a lump sum of RM100.00 (Ringgit Malaysia One Hundred only).

6.1.1 For those who retire after 1st Feb 2016, the life membership fee will be paid by Nestle Malaysia Bhd.

6.2 Associate Members shall pay a lump sum of RM150.00 (Ringgit Malaysia One Hundred Fifty Only).

6.3 Honorary & Honorary Associate Members shall pay a lump sum of RM250.00 (Ringgit Malaysia Two Hundred and Fifty Only).

6.4 Any member who has infringed any or the Association’s rules or perform acts or made public remarks which are injurious to the reputation of the Association shall be dealt with appropriately by the Management Committee.

6.5 Special subscriptions or levies for particular purposes may be raised from members by resolution of the General Meeting of the Association. If any member fails to pay such subscription within such period as maybe resolved, the amount shall be treated in the same way as arrears of annual subscription.

CLAUSE 7: GENERAL MEETING

7.1       The supreme authority of the Association is vested in a general meeting of the members. At least one-half of the total voting memberships of the Association or the voting members present representing twice the total number of the committee members present, whichever is the lesser must be present at the general meeting for its proceedings to be valid and to constitute a quorum.

7.2       If half an hour after the time appointed for the meeting quorum is not present, the meeting shall be postponed to the date (not exceeding thirty days) to be decided by the Committee, and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have the power to proceed with the business of the day but they shall not have the power to alter the rules of the Association or make decisions affecting the whole membership.

7.3       An annual general meeting of the Association shall be held as soon as possible after the close of each financial year but not later than the 31st of March on a date and at a time and place to be decided by the Committee. The business of the annual general meeting shall be:
           1.To receive the Committee’s report on the working of the Association during the previous year;
           2..To receive the Treasurer’s report and the audited accounts of the Association for the previous year
           3.To elect a Committee and to appoint auditors for the ensuing year
           4.To deal with such other matters as may be put before it.

7.4       The Hon. Secretary shall send to all members at least fourteen days before the meeting an agenda including copies of the minutes and reports, together with the audited accounts of the Association for the previous year. Copies of these documents will also be made available at the registered place of business of the Association for the members.

7.5       An extraordinary general meeting of the Association shall be convened:-
           1.Wherever the Committee deems it desirable
           2.At the joint request in writing of not less than one fifth (1/5) of the voting members, stating the objectives and reasons of such meeting.

7.6         An extraordinary general meeting requisitioned by members shall be convened for a date within thirty days   of the   receipt of   such requisition.

7.7       Notice and agenda for an extraordinary general meeting shall be forwarded by the Hon Secretary to all members, at least fourteen days before the date fixed for the meeting.

7.8       Paragraphs 7.1 and 7.2 of this rule regarding the quorum and 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 the members, the meeting shall be cancelled for the same purpose until after the lapse of at least six months from the date thereof.

7.9       The Hon. Secretary shall forward to all members a copy of the draft minutes of each annual and extraordinary general meeting as soon as possible after its conclusion.

CLAUSE8: COMMITTEE

A Committee consisting of the following who shall be termed the office-bearers or Management Committee of the Association shall be elected at the Annual General Meeting:-

1. President

2. Vice-President

3. Hon. Secretary

4. Hon. Assistant Secretary

5. Hon. Treasurer

6. Hon. Assistant Treasurer

7. Five Committee Members

8.1       The term of office of the Committee shall be for two years after which they may offer themselves for re-election at the Annual General Meeting.

8.2       All office bearers of the Association and every officer performing executive functions in the Association shall be Malaysian Citizens.

8.3       Names for the above offices shall be proposed and seconded and election will be by a simple majority vote of the members at the annual general meeting. All the office-bearers shall be eligible for re-election each year.

8.4       The function of the Committee is to organize 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 Committee may not act contrary to the 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.

8.5       The Committee shall meet at least once every three (3) months and seven (7) days notice of each meeting shall be given to its members. The President acting alone or not less than three of its members acting together may call for a meeting of the Committee to be held at any time. At least one half of the Committee members must be present for its proceedings to be valid and to constitute a quorum.

8.6       Where any urgent matter requiring the approval of the 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 Committee is deemed to have been obtained:-
            (a)     The issue must be clearly set out in the circular and forwarded to all members of the Committee
            (b)     At least one-half of the members of the Committee must indicate whether they are in favour or against the proposal; and
            (c)   The decision must be by a majority vote.
            Any decision obtained by circular letter shall be reported by the Secretary to the next Committee meeting and recorded in the minutes thereof.

8.7       Any member of the Committee who fails to attend three consecutive meetings of the Committee without satisfactory explanation shall be deemed to have resigned from the Committee.

8.8       In the event of the death or resignation of a member of the 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 office, the Committee shall have the power to co-opt any other member of the Association to fill the vacancy until the next Annual General Meeting.

8.9       The Committee shall give instruction to the Secretary and other officers for the conduct of the affairs of the Association. It may appoint such officers and such staff as it deems necessary. It may suspend or dismiss any officers or members of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out the decisions of the Committee, or for any other reason which it deems good and sufficient in the interest of the Association.

8.10     Except where they are contrary or inconsistent with the policy previously laid down by the general meeting, the decision of the Committee shall be binding on all members of the Association unless and until countermanded by a resolution of a general meeting.

CLAUSE 9: DUTIES OF OFFICE-BEARERS

9.1      The President shall during his term of office preside at all general meeting of the Committee, and shall be responsible for the proper conduct of all such meetings. He shall have the casting vote and shall sign the minutes of each meeting at the time they are approved. He shall in conjunction with the Hon Secretary and Treasurer sign all cheques on behalf of the Association.

9.2      The Vice-President shall assist the President in carrying out his duties and deputize for the President during the latter’s absence.

9.3      Hon Secretary shall conduct the business of the Association in accordance with the rules and shall carry out the instructions of the genera; meeting and of the Committee. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. He shall maintain a proper membership register of the members consisting of details such as name / address of employer and residential address. In conjunction with the President and the Treasurer he shall sign all cheques on behalf of the Association.

9.4     The Hon Assistant Secretary shall assist the Hon. Secretary in carrying out his duties and shall act for him in his absence.

9.5      The Treasurer shall be responsible for the finances of the Association. He shall keep accounts of all its financial transactions and shall be responsible for their correctness. He shall in conjunction with the President and the Hon. Secretary sign all cheques on behalf of the Association.

9.6      The Ordinary Committee Members shall carry out such duties as directed by the Committee.

CLAUSE 10: FINANCIAL PROVISIONS

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 objectives, including the expenses of its administration, the payment of salaries, allowance and expenses to its office-bearers and paid staff and the auditing 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.

10.2     The Treasurer may hold a pretty cash advance not exceeding RM1,000.00 (Ringgit Malaysia: One Thousand Only) at any 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 Association

10.3     All cheques or withdrawal notices on the Association’s account shall signed jointly by the President, Hon Secretary and the Treasurer. In the absence of the President, Secretary and the Treasurer for a long period, the Committee shall appoint one of its Members to his in his place.

10.4     No expenditure exceeding RM500.00 (Ringgit Malaysia: Five Hundred Only) at any time shall be incurred without the prior sanction of the Committee and no expenditure exceeding RM10,000.00 (Ringgit Malaysia: Ten Thousand Only) at any one time shall be incurred without the prior sanction of a general meeting. Expenditure less than RM500.00 (Ringgit Malaysia: Five Hundred Only) may be incurred by the President together with the Association Hon. Secretary or the Treasurer.

10.5     As soon as possible after the end of each financial year i.e. 31st of December, a statement of receipts and payments and a balance sheet for the year shall be prepared and audited by the Auditors appointed under Article 11. The audited accounts shall be submitted for the approval of the next annual general meeting and copies shall be made available at the registered place of business of the Association for the perusal of members.

10.6    The financial year of the Association shall commence on the first day of 1st May and end on the 3rd of April annually.

CLAUSE 11: AUDITORS

11.1      Two persons who shall not be office-bearers of the Association shall be appointed by the annual general meeting as Honorary Auditors. They shall hold office for one year and they may be re-appointed.

11.2      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 the tenure of office at any date and to make a report to the Committee.

CLAUSE 12: PROPERTY ADMINISTRATOR/TRUSTEES

12.1      Not Applicable.

CLAUSE 13: INTERPRETATION

13.1     Between annual general meetings the committee shall interpret the   rules of the Association and when necessary, determine any point on which the rules are silent.

13.2     Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Committee shall be binding on all members of the Association unless and until countermanded by resolution of a general meeting.

CLAUSE 14: ADVISOR/PATRON

14.1    The Committee shall if it deems fit and necessary to appoint qualified persons to be the Advisors / Patrons of the Association provided that prior written consent from the said persons have been obtained.

14.2    The number for each category shall not be more than six in number.

14.3    The Term of office shall be the same as the Office-Bearers.

CLAUSE 15: PROHIBITION

15.1     None of the following games shall be played in the premises of the Association: Roulette, Lotto, Fan Tan, Video Games, Poh Peh Bin, Belangkai, Pai Kau, Tau Ngau, Tien 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.

15.2     Neither the Association nor its members 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.

15.3     The Association shall not hold any lottery without license from the proper authority whether confined to its members or not, in the name of the Association or its office-bearers, committee or members.

15.4     No ‘benefits’ as defined under Section 2 of the Association Act, 1966 shall be given by the Association to any of its members.

15.5    The Association shall not participate in any politics.

CLAUSE 16: AMENDMENTS OF CONSTITUTION

These rules may be altered or amended by resolution of a general meeting. Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies. Any amendment to the rules shall be forwarded to the Registrar of Societies within sixty days of being passed by the general meeting.

CLAUSE 17: DISSOLUTION

17.1    The Association may be dissolved voluntarily by a resolution of not less than three-fifths of the total voting membership of the Association present at a general meeting convened for that purpose.

17.2    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 off in such manner as may be decided upon by the general meeting.

17.3    Notice of dissolution shall be forwarded to the Registrar of Societies within 14 days of its dissolution.

______________________________	_____________________________
CHONG KING SING Presiden	GOH SENG CHAI, PJK Setiausaha Agung Kehormat

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CONSTITUTION

PERSATUAN PESARA NESTLE MALAYSIA

(MALAYSIA NESTLE RETIREES ASSOCIATION)

ARTICLE 1: NAME OF ASSOCIATION

The Association shall be known as “Persatuan Pesara Nestle Malaysia” (Malaysia Nestle Retirees Association) and the abbreviation is NRA Malaysia). Hereinafter refer to as the Association.

ARTICLE 2: ADDRESS

Its registered place of business shall be at the Head Office of Nestle Malaysia Berhad, Menara Surian, 22-1, 22^nd floor, No.1 Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor or other place or places as may from time to time be decided on by the Management Committee. This registered place of business of the Association shall not be changed without the prior approval is obtained from the Registrar of Societies.

ARTICLE 3: INTERPRETATIONS

3.1 Between annual general meetings the committee shall interpret the rules of the Association and when necessary, determine any point on which the rules are silent.

3.2 Except where they are contrary to or inconsistent with the policy previously laid down by the general meeting, the decisions of the Committee shall be binding on all members of the Association unless and until countermanded by resolution of a general meeting.

ARTICLE 4: AIMS AND OBJECTIVES

The aims and objects of the Association shall be –
4.1 To foster continuous links and interaction with the company

4.2 To provide platform for social networking to meet old colleagues and meet the new ones

4.3       To organize social activities for its members
4.4       To encourage, foster and develop the qualities of goodwill and understanding, and
4.5       To provide welfare services where and when necessary

ARTICLE 5: MEMBERSHIP

Membership shall be opened to:

5.1 Ordinary Member .

Membership shall be opened to all Malaysian citizens, 55 years and above who were employees of the Nestle Malaysia and have retired from the Company.

5.2       Life Members are those Ordinary Members who pay once in a life time

5.3       Associate Members are widow or widower of the Retirees of the Company who have passed away

5.4       Honorary Members are expatriate employees of the Company who have worked and based in Malaysia

5.5       All application for Ordinary/Life memberships to the Association shall be proposed and seconded by two (2) existing members and forwarded to the Hon. Secretary who shall at the first convenient opportunity submit it to the Management Committee for approval. The Management Committee which shall be empowered to reject any application for membership without assigning reason thereof. The decision of the Management Committee shall be final.

5.6       Every applicant whose application has been approved as aforesaid shall, upon payment of the prescribed entrance fee and first annual subscription be admitted as member of the Association and shall be entitled to all privileges of membership.

5.7       Associate Members shall enjoy all the privileges of the Ordinary or Life members but they shall have no voting right or hold any positions in the Management Committee.

5.8       Honorary members shall enjoy all the privileges of the Ordinary or Life members but they shall have no part in the control or management of the Association and shall not be entitled to vote

ARTICLE 6: ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

6.1       Ordinary members shall pay in advance a yearly subscription of RM20.00 (Ringgit Malaysia Twenty only) made payable to the Hon. General Treasurer the first month of each financial year in advance
6.2       Life Members shall pay a lump sum of RM100.00 (Ringgit Malaysia One Hundred only).

6.3       Associate Members shall pay a lump sum of RM150.00 (Ringgit Malaysia One Hundred Fifty Only).

6.4       Honorary Members shall pay a lump sum of RM250.00 (Ringgit Malaysia Two Hundred and Fifty Only).

6.5       Any Ordinary member whose subscription is in arrears of subscription shall not be entitled to stand for election or vote.

6.6       Any Ordinary member who allows one’s subscription to be in arrears to exceed two (02) years shall receive a written notification signed by or on behalf of the Hon. Secretary, and shall be denied of the privileges of membership until one’s account is settled.

6.7       Any Ordinary member who allows one’s subscription to be in arrears for three (03) years and above shall automatically cease to be a member of the Association, with the approval of the Management Committee, provided that they are satisfied that he/she has received such due notice of his/her debts.

6.8       Any member who has infringed any or the Association’s rules or perform acts or made public remarks which are injurious to the reputation of the Association shall be dealt with appropriately by the Management Committee.

6.9       Special subscriptions or levies for particular purposes may be raised from members by resolution of the General Meeting of the Association. If any member fails to pay such subscription within such period as maybe resolved, the amount shall be treated in the same way as arrears of annual subscription.

ARTICLE 7: RESIGNATION AND TERMINATION OF MEMBERSHIP

7.1       Any member who wishes to resign from the Association shall give a two-week notice in writing to the Hon  Secretary and shall pay up all one’s dues.

7.2       Any member who fails to adhered to the rules and regulation of the Association or acts in a way which is detrimental to the good name of the Association can be terminated of his membership or membership temporarily suspended for a period which the Management Committee deems fit.

7.3       Any member who fails to comply with the rules of the Association or has acted in a manner to bring disputes upon the Association may be expelled or suspended for a period of time as the Management Committee deems fit.

7.4       Before the Management expel or suspend a member, the member shall be of the grounds for such an action in writing and be given an opportunity to explain and clear oneself in person. Such suspension or expulsion shall be forced, unless otherwise reversed by General Meeting upon appeal by the said member.

ARTICLE 8: GENERAL MEETING

8.1       The supreme authority of the Association is vested in a general meeting of the members. At least one-half of the total voting memberships of the Association or the voting members present representing twice the total number of the committee members present, whichever is the lesser must be present at the general meeting for its proceedings to be valid and to constitute a quorum.

8.2       If half an hour after the time appointed for the meeting quorum is not present, the meeting shall be postponed to the date (not exceeding thirty days) to be decided by the Committee, and if a quorum is not present half an hour after the time appointed for the postponed meeting, the members present shall have the power to proceed with the business of the day but they shall not have the power to alter the rules of the Association or make decisions affecting the whole membership.

8.3       An annual general meeting of the Association shall be held as soon as possible after the close of each financial year but not later than the 31^st of March on a date and at a time and place to be decided by the Committee. The business of the annual general meeting shall be:

To receive the Committee’s report on the working of the Association during the previous year;
To receive the Committee’s report on the working of the Association during the previous year;
To receive the Treasurer’s report and the audited accounts of the Association for the previous year
To elect a Committee and to appoint auditors for the ensuing year
To deal with such other matters as may be put before it.

8.4 The Hon. Secretary shall send to all members at least fourteen days before the meeting an agenda including copies of the minutes and reports, together with the audited accounts of the Association for the previous year. Copies of these documents will also be made available at the registered place of business of the Association for the members.

8.5 An extraordinary general meeting of the Association shall be convened:-

Wherever the Committee deems it desirable
At the joint request in writing of not less than one fifth (1/5) of the voting members, stating the objectives and reasons of such meeting.

8.6         An extraordinary general meeting requisitioned by members shall be convened for a date within thirty days of the receipt of   such requisition.

8.7       Notice and agenda for an extraordinary general meeting shall be forwarded by the Hon Secretary to all members, at least fourteen days before the date fixed for the meeting.

8.8       Paragraphs 7.1 and 7.2 of this rule regarding the quorum and 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 the members, the meeting shall be cancelled for the same purpose until after the lapse of at least six months from the date thereof.

8.9       The Hon. Secretary shall forward to all members a copy of the draft minutes of each annual and extraordinary general meeting as soon as possible after its conclusion.

ARTICLE 9: COMMITTEE

A Committee consisting of the following who shall be termed the office-bearers or Management Committee of the Association shall be elected at the Annual General Meeting:-

A President

A Vice-President
A Hon. Secretary
A Hon. Assistant Secretary
A Treasurer
Six Committee Members

9.1 The term of office of the Committee shall be for two years after which they may offer themselves for re-election at the Annual General Meeting.

9.2 All office bearers of the Association and every officer performing executive functions in the Association shall be Malaysian Citizens.

9.3 Names for the above offices shall be proposed and seconded and election will be by a simple majority vote of the members at the annual general meeting. All the office-bearers shall be eligible for re-election each year.

9.4 The function of the Committee is to organize 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 Committee may not act contrary to the 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.

9.5 The Committee shall meet at least once every three (3) months and seven (7) days notice of each meeting shall be given to its members. The President acting alone or not less than three of its members acting together may call for a meeting of the Committee to be held at any time. At least one half of the Committee members must be present for its proceedings to be valid and to constitute a quorum.

9.6 Where any urgent matter requiring the approval of the 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 Committee is deemed to have been obtained:-

(a) The issue must be clearly set out in the circular and forwarded to all members of the Committee

(b) At least one-half of the members of the Committee must indicate whether they are in favour or against the proposal; and

(c) The decision must be by a majority vote.

Any decision obtained by circular letter shall be reported by the Secretary to the next Committee meeting and recorded in the minutes thereof.

9.7 Any member of the Committee who fails to attend three consecutive meetings of the Committee without satisfactory explanation shall be deemed to have resigned from the Committee.

9.8 In the event of the death or resignation of a member of the 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 office, the Committee shall have the power to co-opt any other member of the Association to fill the vacancy until the next Annual General Meeting.

9.9 The Committee shall give instruction to the Secretary and other officers for the conduct of the affairs of the Association. It may appoint such officers and such staff as it deems necessary. It may suspend or dismiss any officers or members of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out the decisions of the Committee, or for any other reason which it deems good and sufficient in the interest of the Association.

9.10 Except where they are contrary or inconsistent with the policy previously laid down by the general meeting, the decision of the Committee shall be binding on all members of the Association unless and until countermanded by a resolution of a general meeting.

ARTICLE 10: DUTIES OF OFFICE-BEARER

10.1      The President shall during his term of office preside at all general meeting of the Committee, and shall be responsible for the proper conduct of all such meetings. He shall have the casting vote and shall sign the minutes of each meeting at the time they are approved. He shall in conjunction with the Hon Secretary and Treasurer sign all cheques on behalf of the Association.

10.2      The Vice-President shall assist the President in carrying out his duties and deputize for the President during the latter’s absence.

10.3      Hon Secretary shall conduct the business of the Association in accordance with the rules and shall carry out the instructions of the genera; meeting and of the Committee. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. He shall maintain a proper membership register of the members consisting of details such as name / address of employer and residential address. In conjunction with the President and the Treasurer he shall sign all cheques on behalf of the Association.

10.4     The Hon Assistant Secretary shall assist the Hon. Secretary in carrying out his duties and shall act for him in his absence.

10.5      The Treasurer shall be responsible for the finances of the Association. He shall keep accounts of all its financial transactions and shall be responsible for their correctness. He shall in conjunction with the President and the Hon. Secretary sign all cheques on behalf of the Association.

10.6      The Ordinary Committee Members shall carry out such duties as directed by the Committee.

ARTICLE 11: FINANCIAL PROVISIONS

11.1     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 objectives, including the expenses of its administration, the payment of salaries, allowance and expenses to its office-bearers and paid staff and the auditing 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.

11.2     The Treasurer may hold a pretty cash advance not exceeding RM1,000.00 (Ringgit Malaysia: One Thousand Only) at any 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 Association

11.3     All cheques or withdrawal notices on the Association’s account shall signed jointly by the President, Hon Secretary and the Treasurer. In the absence of the President, Secretary and the Treasurer for a long period, the Committee shall appoint one of its Members to his in his place.

11.4      No expenditure exceeding RM500.00 (Ringgit Malaysia: Five Hundred Only) at any time shall be incurred without the prior sanction of the Committee and no expenditure exceeding RM10,000.00 (Ringgit Malaysia: Ten Thousand Only) at any one time shall be incurred without the prior sanction of a general meeting. Expenditure less than RM500.00 (Ringgit Malaysia: Five Hundred Only) may be incurred by the President together with the Association Hon. Secretary or the Treasurer.

11.5     As soon as possible after the end of each financial year i.e. 31^st of December, a statement of receipts and payments and a balance sheet for the year shall be prepared and audited by the Auditors appointed under Article 11. The audited accounts shall be submitted for the approval of the next annual general meeting and copies shall be made available at the registered place of business of the Association for the perusal of members.

11.6      The financial year of the Association shall commence on the first day of 1^st May and end on the 3rd of April annually.

ARTICLE 12: AUDIT

12.1 Two persons who shall not be office-bearers of the Association shall be appointed by the annual general meeting as Honorary Auditors. They shall hold office for one year and they may be re-appointed.

12.2 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 the tenure of office at any date and to make a report to the Committee.

ARTICLE 13: PATRONS /ADVISORS

13.1      The Committee shall if it deems fit and necessary to appoint  qualified persons to be the Advisors / Patrons of the Association provided that prior written consent from the said persons have been obtained.

13.2      The number for each category shall not be more than six in number.

13.3      The Term of office shall be the same as the Office-Bearers.

ARTICLE 14: PROHIBITION

14.1     None of the following games shall be played in the premises of the Association: Roulette, Lotto, Fan Tan, Video Games, Poh Peh Bin, Belangkai, Pai Kau, Tau Ngau, Tien 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.

14.2      Neither the Association nor its members 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.

14.3     The Association shall not hold any lottery without license from the proper authority whether confined to its members or not, in the name of the Association or its office-bearers, committee or members.

14.4      No ‘benefits’ as defined under Section 2 of the Association Act,  1966 shall be given by the Association to any of its members.

14.5      The Association shall not participate in any politics.

ARTICLE 15: AMENDMENTS OF RULES

These rules may be altered or amended except by resolution of a general meeting. Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies. Any amendment to the rules shall be forwarded to the Registrar of Societies within sixty days of being passed by the general meeting.

ARTICLE 16: DISSOLUTION

16.1 The Association may be dissolved voluntarily by a resolution of not less than three-fifths of the total voting membership of the Association present at a general meeting convened for that purpose.

16.2 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 off in such manner as may be decided upon by the general meeting.

16.3 Notice of dissolution shall be forwarded to the Registrar of Societies within 14 days of its dissolution.

______________________________	_____________________________
CHONG KING SING Presiden	GOH SENG CHAI, PJK Setiausaha Agung Kehormat

Malaysia Nestle Retirees

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