Perlembagaan

Dated: 11 November 2011

RULE 1

Name and Place of Business

  1. The Association shall be known as the Persatuan Penerbit Buku Malaysia (Malaysian Book Publishers Association).
  2. The registered address shall be at No. 7-6, Jalan PJU 1/42A, Dataran Prima,  47301 Petaling Jaya, Selangor Darul Ehsan or at such other place as may from time to time be decided on by the Executive Committee. The registered address shall not be changed without the prior approval of the Registrar of Societies.

RULE 2

Aims and Objectives

  1. To encourage the widest possible spread of publications.
  2. To foster the development of the publishing industry in Malaysia.
  3. To promote, preserve and propagate Malaysia’s heritage and cultural diversity through publications.
  4. To encourage Malaysian authorship.
  5. To encourage the improvement of the technical and professional qualifications of members of the Association.
  6. To promote and protect by all lawful means the principles of copyright and to defend copyright against all infringements which may restrict the rights of copyright owner.
  7. To promote and protect by all lawful means the mutual interests of the members of the Association.
  8. To examine all legislative proposals likely to affect the publishing industry and to support, oppose or secure amendments, as may be expedient.
  9. To study and resolve problems related to the publishing industry.
  10. To encourage fair trade practices and maintain high standards of workmanship and service in the publishing industry.
  11. To cooperate with other associations, organizations and bodies in their effort to promote reading and the publishing industry.
  12. To purchase, take on lease or rent premises for use of the Association in line with its objectives.
  13. To organize or participate in book fairs, conventions,seminars and other such functions pertaining to the publishing industry. Subject to the condition prior approved be obtained from the other relevent authorities.
  14. To establish, own and manage companies pertaining to the development of publishing industry which would be of benefit to the Association. All profits derived shall be used to promote the objectives of the Association.
  15. To participate in business activities with prior approval of General Meeting and relevant authorities. All monies and profits accruing to the Association from participation in any business shall be applied solely towards the furtherance, promotion and execution of the objects of the Association and no portion thereof shall be paid by way of dividend, bonus or profit to any member of the Association, provided that nothing herein expressed or contained shall prevent the payment in good faith or remuneration or expenses or both to any officer or servant of the Association, or to any member of the Association, or other person or persons for services actually rendered by him or them to the Association.

RULE 3

Membership

  1. Any body registered in Malaysia and having publishing as its business activity is eligible to apply for membership of the Association.
  2. Application for membership shall be made to the Honorary Secretary on prescribed form. The applicant shall comply fully with the terms and conditions for memberships as stated in the prescribed form.
  3. Every application for membership shall be proposed and seconded by two members and shall be accompanied with entrance and annual subscription fees. The Honorary Secretary shall, at the immediate forthcoming Executive Committee meeting, submit the application for approval. The decision of the Executive Committee shall be final.
  4. The Executive Committee may invite any Association, Corporation, Institution or Person to become an Honorary Member of the Association. Such membership may be revoked by the Executive Committee if deem necessary. An Honorary Member shall not be eligible to vote in any General Meetings of the Association or stand for election to any of the elected Committees of the Association.
  5. A member shall nominate a person to represent him in the Association. Any change to the representation shall be conveyed to the Honorary Secretary in writing.
  6. Every applicant whose application has been approved as aforesaid shall be entitled to all privileges of membership.

RULE 4

Entrance Fee, Subscription and other dues

  1. The fee payable by any member shall be RM300.00 as Entrance Fee and RM500.00 as Annual Subscription.
  2. The annual subscription shall be due for payment on 1st January each year to the Honorary Treasurer.
  3. Any member who fails to pay his annual subscription by 1st March or the date of the Annual General Meeting, whichever is the earlier, shall not be allowed to attend General Meetings, vote, stand for election, submit nominations for Office-bearers, move motions for discussions and other privileges of membership.
  4. Any member whose membership has lapsed can apply for reinstatement on payment of all arrears and the approval is at the discretion of the Executive Committee
  5. Any member whose membership has been terminated can reapply for new membership on payment of an Entrance Fee of RM1500 and an annual subscription fee of RM500, and the approval for membership is at the discretion of the Executive Committee.
  6. Any member who has resigned can reapply on payment of all arrears, a new joining fee, and the approval is at the discretion of the Executive Committee.
  7. Special subscriptions,  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 subscriptions within such period as may be resolved, the amount due shall be treated in the same way as arrears of yearly subscription.
  8. Any member who wishes to resign from the Association shall give 14 days notice in writing to the Honorary Secretary.

RULE 5

General Meeting

  1. The management of the Association is vested in a General Meeting of the members. The quorum for a general meeting is one half of the total membership or twice the number of Executive Committee members, whichever is the lesser.
  2. Every member is entitled to send a representative to attend the Association’s General Meetings.
  3. If half an hour after the time appointed for the meeting a quorum is not present the meeting shall be postponed to a date (not exceeding 14 days)  to be decided by the Executive Committee, and if a quorum is not present half an hour after the time appointed for the postponed meeting,  the members present shall have power to proceed with the business of the day but they shall not have power to alter the Rules and Constitution of the Association.
  4. An Annual General Meeting of the Association shall be held not later than 30th April of each year.  The business of the Annual General Meeting shall be:
    • To receive the Executive Committee’s report of the Association for the previous year;
    • To receive the Honorary Treasurer’s report and the audited accounts of the Association for the previous year;
    • To elect an Executive Committee and to appoint auditors once in 2 years.
    • To deal with such other matters as may be put before it. 
  5. A preliminary notice of the Annual General Meeting stating the date, the time and the place and calling for motions for discussion, motions for amendment of the Rules and Constitution and nominations for the election of the Office-bearers shall be sent by the Honorary Secretary to all members not later than 30 days before the date fixed for the meeting.
  6. Nominations for the election of Office-bearers and motions for discussion at the meeting must be sent to reach the Honorary Secretary not later than 14 days before the date of the Annual General Meeting. In addition nominations can be called for at the Annual General Meeting itself and elections held according to normally accepted procedures.
  7. The Honorary Secretary shall send to all members at least 7 days before the Annual General Meeting an agenda including copies of minutes and reports, motions and nominations for the election of Office-bearers,  together with the audited accounts of the Association for the previous year.
  8. An Extraordinary General Meeting of the Association shall be convened by the Executive Committee:
    • Whenever the Executive Committee deems it desirable, or
    • At the joint request in writing of not less than 2/3 or the membership, stating the objectives and reasons for such meeting. 
  9. An Extraordinary General Meeting requisitioned by members shall be convened at a date within thirty days of the receipt of such requisition.
  10. Notice and agenda for an Extraordinary General Meeting shall be forwarded by the Honorary Secretary to all members at least fifteen days before the date fixed for the meeting.
  11. Paragraphs (1) and (3) of this rule regarding the quorum and the postponement of the 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 for the time appointed for a postponed Extraordinary General Meeting the meeting shall be canceled, and no Extraordinary General Meeting shall be requisitioned for the same purpose until after the lapse of at least six months from the date thereof.
  12. The Honorary Secretary shall forward to all members a copy of the draft minutes of each Annual and Extraordinary General Meeting within 60 days after its conclusion.

RULE 6

Executive Committee

  1. An Executive Committee consisting of 13 persons shall be elected at a General Meeting once in every two years. Its term automatically expires on the day of the next election. They are:
  2. Nominations for elections shall be proposed and seconded and election be held by a simple majority vote of the members at the General Meeting. Executive Committee members shall be eligible for re-election.
  3. The function of the Executive Committee is to organize and to supervise the activities of the Association and to make decisions on matters affecting its running within the general policy laid down by the general 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.
  4. The Executive Committee shall meet at least once every three months and 14 days notice for such meetings 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 Executive Committee to be held at any time provided at least 7 days notice is given. At least one-half of the Executive Committee members must be present to constitute a quorum.
  5. Motions put forward at Executive Committee meetings shall be passed by a simple majority of the Executive Committee members present.
  6. Where any urgent motion requiring the approval of the Executive Committee arises and it is not possible to convene a meeting, the Honorary Secretary may obtain such approval by means of a Circular Letter. The following conditions must be fulfilled before a decision of the Executive Committee is deemed to have been obtained.
    1. The motion must be clearly set out in the circular and forwarded to all members of the Executive Committee.
    2. At least one-half of the members of the Executive Committee must indicate whether they are in favour or against the motion; and
    3. The decision must be by a majority vote.

    Any decision obtained by way of a Circular Letter shall be reported by the Honorary Secretary at the next Executive Committee meeting and be recorded in the minutes thereof.
  7. Any member of the Executive Committee who fails to attend three consecutive meetings of the Executive Committee without satisfactory explanation in writing shall be deemed to have resigned from the Executive Committee.
  8. In the event of the death or resignation of a member of the Executive Committee the candidate who received the next highest number of votes at the previous election for the post affected shall be invited to fill the vacancy. If there is no such candidate or if such a candidate declines to accept office, the Executive Committee shall have the power to co-opt any other member of the Association to fill the vacancy until the next Annual General Meeting.
  9. The Executive Committee may appoint officers for the Association as it deems necessary.
  10. Between Annual General Meetings the Executive Committee shall interpret the rules of the Association and, when necessary, determine any point on which the rules are silent.
  11. Except where they are contrary to or inconsistent with the policy previously laid down by the General Meeting the decisions of the Executive Committee shall be binding on all members of the Association unless and until countermanded by a resolution of the General Meeting.

RULE 7

Duties of Office-bearers

  1. The President shall during his term of office preside at all general meetings and meetings of the Executive Committee and shall be responsible for the proper conduct of all such meetings. He shall sign the minutes of each meeting at the time they are approved. He shall, as per the financial provisions of the constitution, sign cheques on behalf of the Association.
  2. The Deputy President shall deputies for the President during the latter’s absence.
  3. The Honorary 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 Executive Committee. He shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. He shall attend meetings and record the proceedings. In conjunction with the President,  Deputy President and Honorary Treasurer, he shall sign 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.
  4. The Honorary Treasurer shall be responsible for keeping records of all accounts and financial transactions of the Association. He shall also sign cheques on behalf of the Association.
  5. The Ordinary Committee Members shall assist the Office-bearers in carrying out their duties.
  6. The 2 Vice-Presidents shall assist the President and the Deputy President in all operational matters regarding the Association.
  7. The Executive Committe shall appoint qualified individuals to the Board of Directors of the companies owned by the Association.

RULE 8

Financial Provisions

  1. Subject to the following provision in this rule, the funds of the Association may be expended for any purpose necessary for the carrying out of the objectives, including the expenses of its administration, the payment of salaries, allowances and expenses to its Office-bearers and officers,  and the audit of its accounts, but they shall on no account be used to pay the fine of any members who may be convicted in a court of law.
  2. The Honorary Treasurer may hold a petty cash advance not exceeding RM1000.00 at any one time. All money in excess of this sum shall within 3 days of receipt be deposited in a bank approved by the Executive Committee. The Bank Account shall be in the name of the Association. All cheques or withdrawal notices on the Association’s account shall be signed jointly by any three (3) of the following: the President, the Deputy President, the Honorary Secretary and the Honorary Treasurer.
  3. No expenditure exceeding RM500.00 at any one time shall be incurred without the prior sanction of the Executive Committee, and no expenditure exceeding RM1,000.00 in any one month shall be incurred without the prior sanction of the Executive Committee. Expenditure less than RM500.00 may be approved jointly by the President and the Honorary Secretary.
  4. As soon as possible after the end of each financial year, a statement of receipts and payments and a balance sheet for the year shall be prepared and audited by the Auditor or Auditors appointed under Rule 9. 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.
  5. The financial year of the Association commences on 1st January and ends on 31st December.

RULE 9

Audit

  1. Two (2) persons, who shall not be Office-bearers of the Association, shall be appointed by the Annual General Meeting as Internal Auditors. They shall hold office for 2 years.
  2. The Annual General Meeting shall appoint as paid auditor a qualified accountant or firm of accountants who shall not be a member of the Association. The Auditor thus appointed shall hold his appointment until he resigns or until his appointment is otherwise terminated by the General Meeting.
  3. 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 Executive Committee to audit the accounts of the Association for any period within their tenure of office at any date, and to make a report to the Executive Committee.

RULE 10

Property

  1. The movable property of the Association shall be vested for the time being in the Executive Committee of the Association. The immovable property of the Association shall be registered in the name of the Association and all instruments relating to the property shall be executed by the President, the Deputy President, the Honorary Secretary and the Honorary Treasurer for the time being of the Association. Their appointment shall be authenticated by a certificate of the Registrar of Societies and sealed with the seal of the Association.
  2. The movable and immovable property of the Association shall not be sold, leased,  charged, transferred or dealt with in such manner so as to divest any interest in the property without the prior consent and authority of the General Meeting.

RULE 11

Prohibitions

  1. 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 Ordinance 1959.
  2. The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its Office-bearers or other members of the Executive Committee.
  3. No University/College student can be allowed to be a member of the Association without the prior written approval from the Vice Chancellor of the university concerned
  4. None of the following games shall be played in the premises of the Association: Roulette, Lotto, Fan Tan, Poh, Peh Bin,  Belangkai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Ten and a half, all games of dice, banker's games,  all video games of mere chance.

RULE 12

Amendment of Rules

These rules may not be altered or amended except by a resolution supported by 2/3 majority of members present at a General Meeting. Any amendment to the Rules shall be submitted to the Registrar of Societies within 60 days after the decision to make such amendment has been duly passed by the General Meeting. Such alterations or amendments shall take effect from the date of their approval by the Registrar of Societies.

RULE 13

Dissolution

  1. The Association may be voluntarily dissolved by a resolution of not less than three-fifths of the total membership present and voting at an Extraordinary General Meeting convened for such purpose.
  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 of in such manner as may be decided upon by a General Meeting.
  3. Notice of dissolution shall be forwarded to the Registrar of Societies within fourteen (14) days after the dissolution.

RULE 14

Logo

The logo shall be as shown below in green with the design of an open book within a circle.