THE COMPANIES ACT, 1965
COMPANY LIMITED BY GUARANTEE
AND WITHOUT A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
MALAYSIA NORWAY BUSINESS COUNCIL

 

1. 
The name of the company is MALAYSIA NORWAY BUSINESS COUNCIL (hereinafter referred to as "Council").

2. 
The Registered Office of the Council shall be situated in Malaysia.

3. 
The object for which the Council is established shall be to provide a forum for discussing and exchanging views on business conditions and issues, both domestic and international, affecting Malaysian and Norwegian firms. In furtherance of this object, and without limiting the generality of such object, the Council shall be empowered in accordance with the law for the time being in force: -

(1) 
To promote trade, commerce, industry and investment between Malaysian and Norwegian public and private sectors, fostering for this purpose friendly relations, mutual understanding and closer economic cooperation between the two countries to contribute towards the advancement of both the Malaysian and Norwegian economy.

(2) 
To provide information and assistance to Malaysian firms seeking to do business in Norway and Norwegian firms interested in doing business In Malaysia.

(3) 
To promote and organise meetings, conferences, lectures and other activities deemed fit for the promotion of the Council's objectives.

(4) 
To cooperate with other organizations in Malaysia objects altogether or in part similar to these of the Council with respect to the various and several constructive views of the members on the Malaysian Government's policies, regulations implemented or proposed and programmes which in their ' opinion would directly or indirectly affect business interests.

(5) 
To represent the various and several views of the membership in advising on and responding to domestic and international business conditions and to keep the membership informed as to these conditions.

(6) 
To invest any of the moneys of the Council not immediately required for the purposes thereof upon such securities or with such bank or banks or in such other manners as they- think fit and from time to time to vary or release such investments deposits or securities.

(7) 
To buy, sell, lease or take on hire exchange or otherwise deal with goods, chattels, chooses in action and movable or personal property of any description for the purposes of the Council upon such terms and on such conditions as it may deem expedient.

(8) 
To buy, purchase, lease, take in exchange or otherwise acquire lands, buildings or immovable property of any tenure in Malaysia or any share or interest therein as may required or deemed expedient for the purpose of the Council and to cause the same to be conveyed, transferred, assigned or otherwise assured to or in trust for Council upon such terms and conditions and subject to such covenants or obligations as may be deemed necessary or proper. Provided that the Council shall not acquire any land without the approval of the Minister charged with the responsibility for companies.

(9) 
To sell by public auction or private contract or by tender, exchange, surrender, release, divide or partition lands buildings or any immovable property of any tenure belonging to the Council for such consideration whether in cash or otherwise and upon such terms and conditions as may be thought fit and to receive the purchase consideration and to execute conveyances, assignments, transfers or other assurances.

(10) 
To construct upon any premises acquired for the purposes of the Council any building or buildings for the purposes of the Council and to alter, add to or remove any building upon any such premises.

(11) 
To subscribe to, become a member of or co-operate with any lawful Association whether incorporated or not whose objects are wholly or in part similar to those of the Council.

(12) 
To establish and support, or aid in the establishment and support of associations, institutions, funds or trusts calculated to benefit it employees or ex-employees of the Council or the dependents or connections of such persons and to grant pensions and allowances and to make payments towards insurance and to subscribe or guarantee money for any charitable, patriotic or benevolent purpose or for any exhibition or for any public, general or useful object.

Provided always that the Council shall not support with its funds any political organization or any objects or endeavour to impose on or procure to be observed by its members or others any regulation, restriction or condition which if an object of the Council would make it a trade union.†

Provided always that the provision of the Third Schedule to the Companies Act, 1965 shall not apply to the Council unless expressively included in this Memorandum and Articles of Association with the approval in writing of the Minister charged with the responsibility for companies, the foregoing shall be read and construed without reference to the provision of the Third Schedule to the Companies Act, 1965.

4. 
The income and property of the Council whensoever derived shall be applied solely towards the promotion of the objects of the Council as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Council or to any of them or to any person claiming through any of them provided that nothing herein contained shall prevent the payment In good faith of remuneration to any officers or servants of the Council or the payment of interest on money borrowed from any member of the Council.

5. 
No addition alteration or amendment shall be made to or in the Memorandum and Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Minister charged with the responsibility for companies in Malaysia.

6. 
The liability of the members is limited.

7. 
Every member of the Council undertakes to contribute to the assets of the Council in the event of its being wound up while he is a member or within one year afterwards for payment of the debts and liabilities of the Council contracted before he ceases to be a member and of the costs and expenses of winding up and for the adjustment of the rights of the contributories; among themselves such amount as may be required not exceeding one hundred dollars.

 

We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a council in pursuance of this Memorandum of Association

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

TUNKU TAN SRI MOHAMED  Chairman/Directors Public and private sector.

BIN TUNKU BESAR BURHANUDDIN
5, Jalan Gemilang 
Taman Duta 
50490 Kuala Lumpur

PER BREKKE  Company Director
No. 10, Jalan Pimping
IJkay Heights
68000 Ampang

DATIN KOK POH THIAN  Banker
No. 14, Jalan Balau
Damansara Heights
50490 Kuala Lumpur

OLE RENGAARD  Company Director
GCB-Court 18-D
Jalan Ampang 332B
50450 Kuala Lumpur

 

Dated this 9th day of February 1990

Witness to the above signatures:  TAN YEAK HUI
Advocates & Solicitor
Kuala Lumpur

 

 

 

 

THE COMPANIES ACT, 1965
COMPANY LIMITED BY GUARANTEE
AND WITHOUT A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
MALAYSIA NORWAY BUSINESS COUNCIL

 

INTERPRETATION

1.
In the Articles unless there be something in the subject or context consistent therewith.

"The Act" means the Companiesí Act 1965.
"Council" means "Malaysia Norway Business Council" incorporated under The Companies Act 1965.
"Member" means an ordinary Member of the Council unless otherwise defined in the event of more than one class of membership being created.
"Norwegian" means a citizen of Norway.
"General Meeting" means a general meeting of the Council.
"The Chairman" means the Chairman of the Council.
"The Vice-Chairman" means a Vice-Chairman of the Council.
"The Board of Directors" means the Board of Directors of the Council elected or otherwise constituted in the manner prescribed by these Articles.
"The Executive Director" means the person appointed as Executive -Director.
'The Secretary" means the person or persons appointed as Secretary or Secretaries of the Council.
"The Treasurer" means the person or firm appointed as Treasurer or Treasurers of the Council.
"The Auditor" means the person or firm appointed as Auditor or Auditors.
"Representative of Member" shall mean: -

(1) 
Any partner in a firm registered as a Member by its conventional name.

(2) 
Any director of a Company registered as a Member.

(3) 
Any person holding a power of attorney or letter of procuration for the purpose of enabling him to carry on the business of a Member.

(4) 
Any person appointed to exercise the rights and privileges of membership on behalf of any Member such appointment being by writing signed or executed by such member or the agent of such member duly authorised in writing and registered with the Secretary of the Council.
"Company" means any incorporated company or body corporate constituted under the laws of Malaysia or under the laws of any foreign country.
"Firm" means two or more persons carrying on business in partnership together.
Words importing the singular number only include the plural number and vice-versa.
Words importing the sale gender shall include the female.
Words denoting persons include corporation.
Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Council.

2. 
For the purpose of registration the membership of the Council is declared to be unlimited.

 

MEMBERS

3. 
The subscribers to the Memorandum of Association shall be eligible to become individual members of the Council without election on payment of the annual subscription. All other persons or firms or companies elected to membership with the exception of honourary members shall pay the entrance fee and annual subscriptions prescribed from time to time by the members at the General Meeting.


The membership of the Council shall comprise of the following classes: -

(a)  Corporate Member
Membership of this group shall be open to any firm or company which have Norwegian or Malaysian equity interest, or to any company which have interest in doing business with Malaysia or Norway. Corporate members shall be eligible to vote at meetings.

(b)  Individual Members
Membership of this group shall be open to any individual who is a Norwegian or Malaysian citizen or permanent resident of Norway or Malaysia or anyone the Board may deem fit to admit to membership. Individual members shall be eligible to vote at meetings.

(c)  Associate Members

(i)  Corporate Associate Members. Membership of this group shall be open to any firm or company with substantial trading or related interest with Norway.

(ii)  Individual Associate Members. Membership of this group shall be open to individuals who otherwise are not eligible for membership.

Associate members shall not be eligible to vote at meetings.

(d)  Honorary Member
Membership of this group shall be open to distinguished persons invited by the Board of Directors to be members. Such Honorary Members shall not be eligible to vote at meetings or hold any elected office of the Council.

5. 
Any firm or company eligible for membership may become a member in their conventional or corporate name.

6. 
Every member upon election to the Council shall give to the Secretary in writing a registered address within Malaysia shall from time to time notify the Secretary of any change thereof.

7. 
Notwithstanding Article 5, a person nominated, elected or appointed to any office, committee, sub-committee or other position within the Council, shall be so nominated, elected or appointed in the name of the individual who is either a member in his own right or who is a representative of a member firm or company, and such individual shall hold office in his own name without derogation from any responsibilities he may have as a representative of a member firm or company. Similarly, resignation from or relinquishment of any such position shall be In the name of the individual.

8. 
Notwithstanding any other provision of these articles, the Board of Directors may from time to time determine the eligibility for membership of any person, firm or company and the terms and conditions upon which such person, fire or company may be admitted as members.

 

ELECTION OF MEMBERS

9. 
Every candidate for membership shall complete an application form as may be prescribed by the Board of Directors and shall undertake to be bound by the Memorandum and Articles of Association and Rules for the time being of the Council. The application shall be signed if the candidate is an individual, by him, if a firm by the partners resident in Malaysia and if a company by its properly authorized officer.

10. 
Candidates for election as members shall be proposed by one member and seconded by another member. The proposal shall be in writing signed by or on behalf of the proposer and seconder and shall state such particulars as the Board of Directors may from time to time direct including: -

(a) 
In the case of an individual candidate the name, occupation, nationality of the candidate and nature of his business,

(b) 
In the case of a firm candidate the names and nationalities of the partners thereof respectively, and the nature of the firms' business.

(c) 
In the case of a company candidate the particulars of the constitution and management and the business of the company. Notice of the proposal shall be circulated by the Secretary to the Members of the Board of Directors prior to the date of the Board of Directors' Meeting at which the proposal is to be considered.

The Board of Directors way waive the requirement for proposers and seconders for election of members.

11. 
Each proposal for election shall come before a meeting of the Board of Directors and shall be subject to the approval of a majority of the Members of the Board of Directors present and voting at the meeting in question. Membership shall be effective from the first day of the month following the date of election.

12. 
A rejected candidate may be again proposed for election in accordance with Article 10 after a lapse of not less than one year from the date of rejection.

13. 
The Secretary shall promptly inform the proposer and seconder of the result of each proposal for election.

14. 
The Secretary shall send to each newly elected member immediately after his election written notice thereof together with a copy or print of the Articles of the Council unless such print or copy has already been received by him or it together with a notification of the amounts of entrance fee and subscription payable by him or it, and the entrance fee and subscription due shall be paid to the Council within one calendar month of the date of election failing which the Board of Directors may in its discretion cancel such election and thereupon such newly elected person, f ire or company shall cease to be a member and the Secretary shall so advise him or it and the proposer and seconder forthwith.

15. 
The Board of Directors may from time to time if it deems fit invite distinguished persons to become Honorary members.

 

ENTRANCE FEE, SUBSCRIPTION AND FINANCE

16. 
The entrance fee and annual subscription shall be such sums as the Board of Directors and Members in General Meeting from to time prescribe and different rates of entrance fee and annual subscription may be prescribed for persons, firms or companies, but until otherwise prescribed the entrance fee shall be $750 for corporate and associate members and $375 for individual members and the annual subscription shall be $500 for corporate members, $350 for associate members and $250 for individual members.

17. 
The annual subscription shall be payable in two instalments in advance on the first day of January and the first day of July respectively. A member newly elected during the year shall pay such proportion of the subscription for such year as the unexpired portion of such years bears to the whole of such year.

18. 
The rate of annual subscription and the manner in which it is charged authorised under Articles 16 and 17 shall apply from the first day of January nearest to the date of incorporation.

 

CESSATION OF MEMBERSHIP

19. 

(1) 
A member shall cease to be a Member of the council if: -

(a) 
being an individual he shall die or be adjudicated bankrupt or be or become the subject of a State for time being at war with Malaysia.

(b) 
being a f ire a Receiving order shall be made against the firm or it one or more of its partners are or become subjects of a State at war with Malaysia or having a Receiving Order made against him or them.

(c) 
being a company a resolution shall have been duly passed or an Order of a Court of competent jurisdiction made for the winding-up of the company, or the Company shall be registered in the territory of or managed or controlled by the subjects of a State at war with Malaysia.

(d) 
if any receiving or adjudication order in bankruptcy is made against the Member or against any f Ira of which he is a partner or against all or any of the partners of such firm or if the Newberg shall make or enter into any arrangement for composition with big creditors.

(e) 
his annual subscription is three months in arrear and the Member thereafter fails to pay such fee or subscription within one month from the date on which written notice requiring payment thereof is sent to the Member by the Secretary.

(f) 
a notice in writing is sent to the Secretary that membership is resigned.

(g) 
if the Member ceases to meet the criteria for membership.

(2) 
The decision of the Board of Directors as to whether any member has come within the provisions of this Article shall be final and binding on such member.

(3) 
Any member who ceases to be a member in pursuance of this Article shall be liable to pay all arrears of subscription due by him at the date of so ceasing to be a member.

(4) 
A firm shall not cease to be a member by reason only of a change in the constitution of the f ire occasioned by the admission or retirement or death of a partner provided the business of the f ire is carried on under the conventional name in which such f ire become or was elected a member.

(5) 
If by reason of death or retirement there remains only one surviving or continuing partner of a f ire who acquires and continues the business in the firm name he may on application and without election be registered as a member in place of the firm provided application for registration Is made within one month after the dissolution of the fire.

(6) 
Subject to there not being any significant change in the construction of the Member's business, a change of name of a member shall not affect membership and such Member may on application and without election be registered as a member under the new name provided application is made within one month or such further period as the Board of Directors may determine from the date of change of name, and subject to the provision of any further particulars as the Board of Directors may direct in order to determine whether or not there has been any significant change in the construction of the business.

(7) 
If any member in the opinion of the Board of Directors fails to conform to any published rules and regulations of the Council or is guilty of conduct derogatory to the dignity of or injurious to the reputation or interest of the Council the Board of Directors way by notice invite such member to resign membership. Such notice shall state generally the grounds on which the invitation is based. If within two weeks of such notice such member will be expelled from the Council unless such member within two weeks of the date of notice lodges notice of appeal against expulsion supported by at least five members of the Council. Within a reasonable time of receipt of such notice appeal against expulsion the Board of Directors shall convene an Extraordinary General Meeting to consider whether or not such member should be expelled from the Council.

(8) 
At such meeting the member whom it is proposed to expel and in the case of such member being firm or company then a representative of such firm or company shall be permitted to address the meeting or to require the Chairman of the meeting to read to the meeting a written statement with reference to the matter complained of.

(9) 
If two-thirds of the members present and voting at such meeting are in favour of expelling such member from the Council such member shall be expelled accordingly and shall cease to be a member of the Council. The voting shall be by ballot if not less than five members present at such meeting so demand.

(10) 
A Member expelled from the Council under this Article may not be proposed for re-election as a member of the Council for a period of two (2) years from the date of his so ceasing to be a member.

20. 
It any person, firm or company shall cease for any cause whatsoever to be a member, he or they shall not nor shall his or their executors, administrators and successors in title have any interest in or any claim against the funds or property of the Council.

 

OFFICERS AND BOARD OF DIRECTORS

21. 
The composition of committees, sub-committees and appointments to any position within the Malaysia Norway Business Council and the terms and conditions thereof existing as at the date of incorporation under these Articles shall, unless inconsistent with these Articles, have continuing effect unless or until otherwise decided in accordance with the powers vested by these Articles.

22. 
The affairs of the Council shall be managed by the Board of Directors which shall unless otherwise determined by the Members in general meeting consist of the Chairman, Vice-Chairman and 6 other persons all of whom shall be members or representatives of members of the Council and no member may have more than one seat on the Board of Directors. In addition, the persons appointed as Executive Director under Article 32 shall be ex-officio a member of the Board of Directors without voting rights. The first members of the Board of Directors shall be YM Tunku Tan Sri Mohamed bin Tunku Besar Burbanuddin, Datin Kok Poh Thiam, Tan Keok Yin, Khalil Akasah, Per Brekke, Peder Bohlin, Ole Rengaard and Knut Brathagen.

23. 
The Board of Directors may invite up to three persons, not necessarily members of the Council to sit with the Board of Directors as "additional committee members" to represent special interests or for special purposes. Such additional committee members' shall have not voting rights nor any voice in the management of the Council.

24. 
The office of Chairman, Vice-Chairman and member of the Committee shall be vacated: -

(a) 
If he becomes a bankrupt.

(b) 
If he be found lunatic or of unsound mind.

(e) 
If being a member of the Council at the time of election he ceases to be a member, or being a representative of a member of the Council that member ceases to be a member or being at the time of the election a representative of a member of the Council he ceases to be a representative of that member and becomes a representative of a member of the Council already represented on the committee.

(d) 
If be absents himself from three consecutive Board of Directors' meetings without special leave of absence from the Board of Directors and they pass a resolution that he has by reason of such absence vacated his office.

(e) 
It by notice in writing given to the Council he resigns his office.

(f) 
It he be removed from office by special resolution of the council.

25. 
During the tenure of office as Chairman, Vice-Chairman, Member of the Board of Directors by any representative of a member no other representative of the same member shall be eligible for election or appointment to any such office, but if by reason of extended absence overseas for which leave of absence has been granted by the Board of Directors representative of a member is unable to attend Board of Directors Meetings, he may, with the approval of the Board of Directors nominate another representative of the member to represent him on the Board of Directors, alternatively the Board of Directors may appoint a representative of another member to replace his temporarily.

26. 
The Board of Directors may act notwithstanding a vacancy in its number always provided that a quorum as laid down In Article 38 be present at the meeting.

 

ELECTION AND APPOINTMENT OF OFFICERS

27. 
At the Annual General Meeting all the members of the Board of Directors including the Chairman and Vice-Chairman upon the completion of a term shall resign but shall be eligible for re-election or re-appointment.

28. 
The Members of the Board of Directors shall be nominated and elected as follows: -

(1) 
Nomination shall be signed by member proposing and seconding the nomination of members of the Board of Directors and by the members nominated signifying their willingness to serve if elected. Where a firm or company member is nominated, the nomination shall be in the name of the firm or company which if elected would serve by its representative. Nomination shall be sent to reach the Secretary not less than thirty days before the date of the Annual General Meeting.

(2) 
Members shall elect members of the Board of Directors by written/secret ballot.

(3) 
The Secretary shall issue ballot papers to the members not less than twenty-one days before the date of the Annual General Meeting.

(4) 
Ballots papers shall be returned to reach the Secretary not less than seven days before the date of the Annual General Meeting and shall be opened and counted by three Secretaries appointed by the Board of Directors, who shall submit a report given the results of the ballot to the Chairman for notification to the Annual General Meeting.

(5) 
Members duly nominated or elected as the case may be shall take off ice from the conclusion of the Annual General Meeting at which they have been appointed.

29. 
Unless otherwise determined by the Council in general meeting, the term of the Directors shall be for a period of two (2) years. The terms of office of a Directors elected due to aim increase in the number of Directors shall be for the remaining terms of office of other Directors then serving and the terms of office of Directors elected to fill a vacantly shall be for the balance of the unexpired term of the office of his predecessor.

30. 
The Chairman and Vice-Chairman of the Council shall be appointed by the Board of Directors for a one (1) year term (12 months) from within its own body within one week of the formation of the Board of Directors in accordance with Article 28.

31. 
If any vacancy shall occur in the office of Chairman or Vice-chairman the Board of Directors shall elect one of their number or some other person being a member of representative of a Member to be Chairman or Vice-Chairman and a member of the Board of Directors. Likewise, any other vacancy on the Board of Directors may be similarly filled.

32 
The Executive Director shall be appointed by the Board of Directors and shall be ex-officio a member of the Board of Directors without voting rights.

33. 
The Secretary shall be appointed by the Board of Directors.

34. 
The Treasurer shall be appointed by the Board of Directors.

35. 
The appointment of Executive Director and Secretary may be held by the same person.

 

PROCEEDINGS OF THE BOARD OF DIRECTORS

36. 
The Chairman or in his absence a Vice-Chairman nominated by him shall be Chairman of the Board of Directors and in the absence of the chairman and Vice-Chairman the Board of Directors shall elect one member as Acting Chairman for the particular meeting at which the Chairman or Vice-Chairman are absence.

37. 
The Board of Directors shall meet at least once every quarter and at other such times as it may deem advisable and may make such regulations as it may think proper at to the summoning and holding of meetings of the Board of Directors and for the transaction of business at such meetings and the record of its proceeding shall be open to the inspection of members subject to such regulations as the Board of Directors may from time to time deem expedient.

38. 
Four (4) members of the Board of Directors present shall form a quorum for the transaction of business.

39. 
The Board of Directors shall conduct its business by voting on any issue and where there is an equality of votes the Chairman of the meeting shall be entitled to a casting vote in addition to his own vote as a member or representative of a member.

 

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

40. 
The Management of the business and funds of the Council shall be vested in the Board of Directors who in addition to the powers by these articles expressly conferred on then may exercise all such powers and do all ouch acts and things as may be exercised or done by the Council are not hereby or by law expressly directed or required to be exercised or done by the Council in General Meeting.

41. 
Without prejudice to the General Powers conferred by the preceding Article the Board of Directors shall have power: -

(a) 
To appoint committee and sub-committee consisting of members or representatives of members which way be permanent or temporary or for special purposes as the Board of Directors may determine:

(b) 
To delegate, subject to such conditions as it thinks fit, any of its powers to committees and subcommittees, with the exception of the power to make bye-laws, and to make vary and repeal byelaws or for the regulations of the proceedings of committees and sub-committees;

(c) 
To-make varies and repeal bye--laws for the election of members, for the regulation of the business of the Council whether internal, external or conducted in concert with other associations, the regulation of officers, servants or members of the Council and particularly for the conduct or arbitrations;

(d) 
From time to time to appoint such officers, clerks, agents and servants for, and at their pleasure to remove or suspend the same from permanent, temporary or special services as they may think fit and to determine their powers and duties to fix their salaries, wages commission or emoluments and to require security in such instance and to such amount as they may think fit;

(e) 
To undertake on behalf of the Council the payment of all rents, and the performance of all covenants, conditions and agreements contained in or reserved by any deed or contract to which the Council may be a party, or which may have been assigned to the Council to insure and keep insured, if deemed expedient, all or any of the buildings articles of other property of the Council, to insure against the consequential loss through fire, of the Council's revenue and/or standing charges and to execute all deeds, agreements, contracts, receipts and other documents that may be necessary or expedient for the purpose of the Council;

(f) 
To commence, institute, prosecute and defend all such actions and suits as the Board of Directors may deem necessary or expedient on the part of the Council and to compromise or submit the same to arbitration as the Board of Directors in Its discretion way think fit.

(g) 
To determine the manner in which bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents shall be signed or executed on behalf of the Council;

(h) 
To execute in the name and on behalf of the council in favour of any member of the Council or other person who may incur or be about to incur any personal liability for the benefit of the Council such mortgages of the Council property (present and future) as they may think fit and any such mortgage may contain a power of gale and such other powers, covenants and provisions as shall be agreed upon;

42. 
Any rules or bye-laws purporting to have been made by the Board of Directors and signed by the Chairman, Vice-Chairman and the Secretary shall be deemed to have been duly made by the Board of Directors shall be printed and circulated to the members.

 

GENERAL MEETINGS

43. 
The first general meeting shall be held at such time not being less than two months and not more than six months after the incorporation of the Council and at such place and time as the Board of Directors may determine.

44. 
An Annual General Meeting shall be held once in every calendar year.

45. 
The Board of Directors may whenever they think fit and they shall upon a requisition made in writing by not less than any five or 10% whichever the higher of the members forthwith proceed to convene an Extraordinary General Meeting.

46. 
Any requisition made by members shall express the objects for which it is desired that the meeting be called and shall be left at the
Registered Office of the Council. It must be signed by the requisitions and may consist of several documents in like form each signed by one or more requisitions.

47. 
The Board of Directors shall within fourteen days after the receipt of such requisition proceed to convene an Extraordinary General Meeting. It they do not proceed to convene the same within fourteen days after the receipt of the requisitions its or a majority of them may themselves convene an Extraordinary General Meeting to be held within one month from the date of the deposit of the requisition on such and day and at such place as the persons covering the same may determine. Any meeting convened under this article by the requisitions shall be convened in the same manner as nearly as possible as that in which meetings are to convene by the Board of Directors.

48. 
A notice may be served upon any member personally or by sending it through the post in a prepaid letter addressed to such member at the registered address given by the member to the Secretary.

(a) 
Twenty-one clear days' notice shall be given to the Members of any meeting which may be called to consider any special resolution of the Council.

(b) 
In all other cases fourteen days' notice to the members specifying the place, day and hour of meeting and in case of special business the general nature of such business shall be given by notice.

49. 
The accidental omission to give any notice to any member shall not invalidate any resolution passed at any meeting.

50. 
The business of the Annual General Meeting shall be to receive and consider the Balance Sheet and Accounts and the Report of the Board of Directors to elect officers and auditors and to transact any other business which under these Articles ought to be transacted at an Annual General Meeting.

51. 
All other business transacted at an Annual General Meeting and all business at an Extraordinary General Meeting shall be deemed special.

52. 
No business shall be transacted at any General Meeting unless a quorum of members of members' representatives is present at the time when the meeting proceeds to business. The quorum for a General Meeting shall be five (5) or 10% whichever is the higher of the members present personally or by representative.

53. 
If within fifteen minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to such day in the next week and at such time and place as the Board of Directors may appoint.

54. 
At any adjourned meeting the member or members' representative present personally whatever their number shall form a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place if a quorum had been present.

55. 
The Chairman or in his absence the Vice-Chairman shall preside as Chairman at every general meeting or if within fifteen minutes of the time appointed for such meeting none of these shall be present or shall decline to take or shall retire from the chair the members of the Board of Directors present shall choose some one of their number present as Chairman of the meeting and if no such member of the Board of Directors to present or if all such members of the Board of Directors decline to take the chair or shall retire from the chair the members shall choose some of their member or some representative of a member to be Chairman of the meeting.

56. 
The Chairman may with the consent of the meeting adjourn any general meeting from time to time and from place to place but no business shall be transacted at any adjourned other than the business left unfinished at the meeting from which the adjournment took place.

57. 
At every general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is before or on the declaration of the result of the show of hands demanded by not less than five (5) members present in person or by representative entitled to vote in which event the poll shall be taken in such manner as the Chairman may direct and the returns of the poll scrutinised by two members appointed by the Chairman who shall inform him of the result of the poll which the Chairman shall thereupon announce and which shall he deemed to be the resolution of the meeting at which the poll was demanded and shall be recorded accordingly in the book containing the Minutes of the proceeddings of the Council provided always that if no poll is demanded or if demanded is withdrawn a declaration by the Chairman that a resolution has on a show of hands been carried either unanimously or by a majority or has been lost as the case may be shall be conclusive and an entry to that effect in the book containing the Minutes of the proceedings of the Council shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

58. 
If the dissentient members on any resolution at an Annual General Meeting or Extraordinary General Meeting shall within 48 hours of the close of such meeting send to the Secretary a statement of their reasons of dissent such statement and the names of the members dissenting or forwarding such statement shall be entered in the Minutes of the Meeting.

 

VOTES OF MEMBERS

59. 
Every corporate and individual member present personally or by representative shall have one vote.

 

ANTECEDENT DECISIONS

60. 
All actions taken and all decisions made by the Malaysia Norway Business Council prior to the date of incorporation under these Articles shall unless inconsistent with these Articles, have continuing effect unless or until otherwise decided in accordance with the powers vested -by these Articles.

 

MINUTES

61. 
The Board of Directors shall cause proper minutes of all proceedings to be duly entered in Books provided for the purpose.

 

ACCOUNTS AND REPORT

62. 
The Board of Directors shall cause proper books of account to be kept at the Registered Office of the Council or at such place or places and in the charge of such person as the Board of Directors may from time to time direct. True accounts shall be kept of the sums of moneys received and expended by the Council, and the matter in respect of which such receipt and expenditure takes place and of the property credits and liabilities of the Council and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Council for the time being, shall I be opened to the inspection of members. Once at least in every year the accounts of the Council shall be examined and the correctness of the balance sheet ascertained by one or more approved Company Auditor or Auditors.

63. 
The Board of Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Council or any of them shall be open to the inspection of the members and no member shall have any right of inspecting any account book or document of the Council except as conferred by law or authorised by the Board of Directors or by the council in General Meeting.

64. 
At the Annual General Meeting in each year the Board of Directors shall lay before the Council a Report and Income and Expenditure Account and a Balance Sheet containing a summary of the assets and liabilities of the Council made up to a date not more than six months before the meeting from the time when the last preceding account and balance sheet were made up or in the case of the first account and balance sheet from the incorporation of the Council. At the Annual General Meeting a report shall be presented by the Board of Directors as to the state of conditions and affairs of the Council. The Balance Sheet, Accounts and Report shall be signed by the Chairman or the Vice-Chairman and one other member of the Board of Directors and counter-signed by the Secretary. A printed copy of such account and balance sheet and report of the Board of Directors shall be sent to every member with the notice convening the meeting and a copy shall also be deposited at the Registered Office of the Council for the inspection of Members during a period of at least five days before the meeting.

 

AUDIT

65. 
The Auditor shall audit the accounts of the Council and of all funds connected with or controlled by the Council. The Auditor shall be appointed at each Annual General Meeting to hold office until the next Annual General Meeting.

 

SEAL

66. 
The Board of Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Board of Directors and every instrument to which the Seal is affixed shall be signed by 1-iny two members of the Board of Directors.

 

WINDING-UP

67. 
If upon the winding up or dissolution of the Council there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Council but shall be given or transferred to some other institutions having objects similar to the objects of the Council to be determined by the members of the Council at or before the time of dissolution and in default thereof by adjudge of the High Court of Malaysia.

We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a council in pursuance of this Articles of Association

 

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

TUNKU TAN SRI MOHAMED Chairman/Directors Public and private sector.

BTN TUNKU BESAR BURRANUDDIN 
5, Jalan Gemilang
Taman Duta
50490 Kuala Lumpur

PER BREKKE Company Director
No. 10, Jalan Pimping
Ukay Heights
68000 Ampang

DATIN KOK POH THIAN Banker
No. 14, Jalan Balau
Damansara Heights
50490 Kuala Lumpur

OLE RENGAARD Company Director
GCB-Court 18-D†
Jalan Ampang 332B
50450 Kuala Lumpur

 

Dated this 9th day of February 1990

Witness to the above signatures: TAN YEAK HUI
Advocate & Solicitor
Kuala Lumpur

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