Constitution of Organization (TAIWAN CHAMBER OF COMMERCE AND INDUSTRY IN MALAYSIA)


ARTICLE 1: NAME
The name of the Chamber shall be PERSATUAN PERDAGANGAN DAN INDUSTRI TAIWAN DI MALAYSIA (TAIWAN CHAMBER OF COMMERCE AND INDUSTRY IN MALAYSIA).
ARTICLE 2: REGISTERED PLACE OF BUSINESS
The registered place of business of the Chamber shall be situated at CS/ 3B/ 20-5, Level 20, Block 3B, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur or at such other places or places as may from time to time be decided by the National Committee. The registered place of business of the Chamber shall not be changed without the prior approval of the Registrar of Societies.
ARTICLE 3: OBJECTS
The objects of the Chamber are to encourage investments from Taiwan into Malaysia in alignment with the policies made by the government of Republic of China (Taiwan), to foster strong relationships among its members, to offer services and advice on Malaysian law, and to facilitate the exchange of business information for the benefit of its members. Overall, the Chamber aims to support its members' interests in businesses and investments within Malaysia.
ARTICLE 4: LOGO
ARTICLE 4.1: DESCRIPTION OF THE LOGO
The logo of the Chamber shall feature the following characteristic:
A circle with a dark blue globe as background, intersected vertically and horizontally by whites lines; a pink plum blossom in the center; dark blue sky-like background; and the text TWCHAM MALAYSIA is the abbreviation for Taiwan Chamber of Commerce and Industry In Malaysia, the whole logo symbolizes the globalization of Taiwan’s economy.
ARTICLE 4.2: MEANING OF THE LOGO
  • BACKGROUND COLOUR: The dark blue represents a clear blue sky which in turn represent the favourable investment climate in Malaysia.
  • CIRCLE: The circle with combination of white lines represents the globe or the world.
  • PINK PLUM BLOSSOM: The most popular flower in Taiwan.
  • TWCHAM MALAYSIA: Abbreviation for Taiwan Chamber of Commerce And Industry In Malaysia.
The whole logo of the Chamber which symbolises that the most popular flower in Taiwan, the pink plum Blossom is spreading all over the world, is designed to represent the globalisation of Republic of China (Taiwan)'s economy.
ARTICLE 5: MEMBERSHIP
The membership of the Chamber is divided to two (2) categories, namely:
  • ordinary members; and
  • sponsoring members.
ARTICLE 5.1: ORDINARY MEMBERS
The ordinary members of the Chamber shall be formed by the following two (2) categories:
  • Corporate members (companies) which are from Republic of China (Taiwan). Any company incorporated in Malaysia whereby its majority shareholders is/are company(ies) which are incorporated in Taiwan and/or individuals who are citizen of Republic of China (Taiwan) shall be considered as a company from Republic of China (Taiwan).
  • Individual members who are citizen of Republic of China (Taiwan), who are currently reside in Malaysia, or conducting business in Malaysia or investing in Malaysia, or holding shares in companies incorporated in Malaysia. For individual members, the individual can be of any gender, but must be at least 18 years of age.
The eligible applicants must submit the prescribed membership application together with the recommendation by the respective President of Sub-Committee, thereafter upon paying the membership entry fee and annual subscription and obtaining the approval of National Committee, the applicants shall be entitled to all the rights and privileges of the Chamber.
ARTICLE 5.2: SPONSORING MEMBERS
The requirement to become a sponsoring member are as follows:
  • Must be individuals be of any gender and must be at least 18 years of age;
  • Must hold citizenship of Republic of China (Taiwan);
  • Must possess valid Malaysian residence permit; and
  • Shall pay the annual subscription of RM1,000.00 (exempted for membership entry fee of RM1,500.00).
The sponsoring members shall have no voting rights and are not eligible to be elected into any position within the Chamber. The sponsoring members are entitled to attend the Annual General Meeting or Extraordinary General Meeting of the Chamber, but shall no rights to speak. The total number of sponsoring members in the Chamber shall not be taken into the calculation for the total number of National Committee pursuant to Article 8.4(i)7.3. The total number of Sponsoring Members must not exceed 30% of the total number of ordinary members of the Chamber. The total number of sponsoring members in the respective Sub-Committee must not exceed 50% of the total number of its ordinary members.
ARTICLE 6: MEMBERSHIP ENTRY FEE, ANNUAL SUBSCRIPTION AND DONATION
ARTICLE 6.1: MEMBERSHIP ENTRY FEE AND ANNUAL SUBSCRIPTION
The membership entry fee shall be RM1,500.00, and the annual subscription shall be RM1,000.00. The annual subscription shall be paid by the end of March each year. If a member fails to pay the annual fee, and after being reminded by the secretariat of the Chamber, still fails to pay by the end of June of the same year, his/her membership will be suspended without further notice. If a member pays the overdue annual fee during the suspension period, his/her membership may be reinstated upon approval by the National Committee. If a suspended member fails to pay the annual fee by the end of March of the following year (i.e., two consecutive years of non-payment), his/her membership shall be terminated without further notice.

If a new member is admitted after the month of March, their annual subscription for the first year shall be calculated on a pro rata basis, at RM250.00 per quarter.
ARTICLE 6.2: DONATION
The Chamber has the rights to accept donations from both members or non-members.
ARTICLE 7: OBLIGATIONS AND PRIVILEGES OF THE MEMBERS
ARTICLE 7.1: MEMBERSHIP OBLIGATIONS
A member of the Chamber shall:
  1. accept and conform to the Constitution, programmes, principles and policies, rules and resolutions of the Chamber;
  2. Observe the laws of Malaysia and Republic of China (Taiwan) and not to commit any act, which may adversely affect the image of Taiwan or act in anyway against the interest of Taiwan;
  3. Pay the annual subscription punctually; and
  4. Keep the National Committee informed of all the changes of official and residential address.
ARTICLE 7.2: MEMBERSHIP PRIVILEGES
The member shall have the right:
  1. to request for assistance from the Chamber of all the difficulties encountered by the member in their business in Malaysia;
  2. to speak, vote, elect and be elected at the various meeting (except for sponsoring members);
  3. to request for Extraordinary General Meeting in accordance with ARTICLE 11 (except for sponsoring members);
  4. eligible to be elected after becoming an ordinary member for at least one [1] year (except for sponsoring members); and
  5. eligible to vote during Annual General Meetings or Extraordinary General Meeting after becoming a member for at least three (3) months (except for sponsoring members).
ARTICLE 8: ORGANISATION STRUCTURE OF THE CHAMBER
ARTICLE 8.1: HIGHEST AUTHORITY
The Annual General Meeting is the highest authority of the Chamber. After the Annual General Meeting concludes, the National Committee shall run the affairs of the Chamber. The National Committee shall establish Sub-Committees to facilitate the execution of various duties.
ARTICLE 8.2: NATIONAL COMMITTEE
A National Committee shall consists of the following thirty five (35) ordinary members, who shall be referred to as the office bearers of the Chamber:
  1. One (1) National President;
  2. Two (2) Vice National Presidents;
  3. One (1) Secretary General;
  4. One (1) Treasurer;
  5. Twenty (20) Ordinary Committee Members; and
  6. Ten (10) appointed members in accordance with Article 8.5 of this Constitution.
ARTICLE 8.3: COMPOSITION OF NATIONAL COMMITTEE
The National Committee shall consists of twenty five (25) elected officer bearers and ten (10) appointed office bearers.
ARTICLE 8.4: ELECTED OFFICE BEARERS
The Twenty Five (25) elected office bearers of the National Committee shall be elected during the Annual General Meeting following the proportion below:
  1. eighteen (18) officer bearers to be apportioned among the seven (7) Sub-Committees as stated in Article 8 in accordance to the ratio of the number of ordinary members of the respective Sub-Committees compared to the total number of ordinary members of the Chamber; and
  2. balance seven (7) office bearers shall comprised of one (1) representative from each among the seven (7) Sub-Committees.
ARTICLE 8.5: APPOINTED OFFICE BEARERS
After the election at the Annual General Meeting biennially, at the first meeting of the National Committee, the newly elected National President shall nominate up to ten (10) ordinary members who have previously served as National President and/or Vice National President of the Chamber, or former officer bearers of the Taiwan Chamber of Commerce in Asia, or former officer bearers of the World Taiwan Chamber of Commerce. These nominees must be approved by the National Committee to be appointed as the appointed officer bearers of National Committee.
ARTICLE 8.6: ELECTION OF NATIONAL COMMITTEE
  1. The National Committee shall elect a National President among the 25 officer bearers of the National Committee during the biennial Annual General Meeting. With the approval of the National Committee, the National President shall appoint two (2) Vice National Presidents, one (1) Secretary-General and one (1) Treasurer among 25 officer bearers of the National Committee;
  2. The National President shall not stand for re-election after holding office consecutively for two (2) terms.
ARTICLE 8.7: TERM OF NATIONAL COMMITTEE
The term of the National Committee is two (2) years, and the office bearers shall be eligible to be re-elected for consecutive terms. The National Committee has the authority to appoint a successor to any office bearer who vacates his/her position for whatsoever reason, and the successor will serve for the remainder of the term. However, this appointment is subject to the approval of the members at the Annual General Meeting or Extraordinary General Meeting.
ARTICLE 8.8: MEETINGS OF NATIONAL COMMITTEE
  1. The National President shall convene a meeting of the National Committee every three (3) months. In the event of an emergency, the National President may call an emergency meeting of the National Committee at any time. If more than one-third (1/3) of the office bearers of National Committee jointly request for a meeting by providing reasons and topics for the meeting, the National President must convene the meeting within two (2) weeks of receiving such request. If the National President fails to call the meeting upon requested, the officer bearers of the National Committee who initiated the request may convene the meeting themselves at any time;
  2. Ordinary members or sponsoring member may attend the meetings of National Committee if invited by the National Committee but shall have no rights to vote;
  3. Notice for the meeting of the National Committee must be issued at least two (2) weeks before the meeting. The quorum for the meeting of the National Committee is half (1/2) of the total number of officer bearers of the National Committee;
  4. Any officer bearer of the National Committee who is absent from three (3) consecutive meetings will automatically lose his/her position as office bearer of the National Committee.
ARTICLE 9 : ELECTION STANDING COMMITTEE
The Election Standing Committee shall be composed of the following nine (9) members:
  • One (1) representative from each among the seven (7) Sub-Committees; and
  • Balance two (2) to be elected among the Honorary National Presidents.
  • The responsibilities of the Election Standing Committee are to structure, validate, and oversee the election process during the Annual General Meeting and/or general meetings of each Sub-Committees/Standing Committees.
ARTICLE 10 : SUB-COMMITTEE
ARTICLE 10.1 : NUMBER OF SUB-COMMITTEES
The current seven (7) Sub-Committees are as follows:
  • Kedah (including Perlis);
  • Penang;
  • Perak (including Kelantan, Terengganu, and Pahang);
  • Kuala Lumpur (including Selangor, Kuala Lumpur, Negeri Sembilan, and Putrajaya);
  • Melaka;
  • Johor;
  • East Malaysia (including Sabah, Sarawak, and Labuan).
ARTICLE 10.2 : ESTABLISHMENT AND CANCELLATION OF SUB-COMMITTEE/STANDING COMMITTEE
  • Subject to Article 8.1, the National Committee shall have the authority submit during a Annual General Meeting to establish new Sub-Committees and/or dissolve any Sub-Committees when deemed necessary, subject to the approval of at least half (1/2) of the quorum during the Annual General Meeting;
  • The structure and functions of the each Sub-Committees shall be limited to within respective geographical territory of the respective state in Malaysia, and shall be similar to National Committee as provided in this Constitution;
  • A new Sub-Committee can be established in any state in Malaysia provided there are at least 20 ordinary members in that particular state;
  • If any Sub-Committees has fewer than fifteen (15) ordinary members, the Sub-Committees must notify the National Committee and apply to dissolve the Sub-Committees or merge to its ordinary members with another Sub-Committees, subject to the approval of at least half (1/2) of the quorum during the Annual General Meeting;
ARTICLE 11 : GENERAL MEETING
ARTICLE 11.1 : ANNUAL GENERAL MEETING AND AGENDAS
The Annual General Meeting shall be held before November of each year to address following agendas:
  • To receive an annual report on the works of the Chamber and the audited financial statements for the previous year (for the period 1st January to 31st December);
  • To elect the twenty five (25) office bearers of the National Committee through the biennial election;
  • To appoint an accountant as auditor; and
  • Any other matters must be proposed in writing by the proposer and submitted to the Secretariat of the National Committee at least ten (10) days before the Annual General Meeting to be included in the agendas. The Secretary-General shall send the proposed new agenda to all members at least seven (7) days before the Annual General Meeting.
ARTICLE 11.2 : VOTING RIGHTS FOR ANNUAL GENERAL MEETING
ORDINARY MEMBERS
Ordinary members who are individuals members attend the Annual General Meeting and cast their in person or through one (1) appointed proxy. Corporate ordinary members may send only one (1) authorised representative to attend the Annual General Meeting and cast its vote on behalf. All duly filled up proxy forms and authorised representative forms must be submitted to the Secretariat of the National Committee at least three (3) days before the Annual General Meeting. One (1) ordinary member shall only eligible for one (1) during the voting process in the Annual General Meeting. Any ordinary member who has not paid his/her annual subscription for the current year are not entitled to voting rights. Ordinary members must pay and clear all annual subscription in arrears at three (3) before the Annual General Meeting in in order to exercise their voting rights during the Annual General Meeting.

SPONSORING MEMBERS
Sponsoring members can attend the Annual General Meeting their in person or through one (1) appointed proxy but shall have no voting rights. The sponsoring members shall be not eligible to propose new agenda, unless the agenda can be proposed through an ordinary member.

ARTICLE 11.3 : QUORUM ANNUAL GENERAL MEETING
Notice of the Annual General Meeting which states the date, time and venue of the meeting, along with the audited financial statements for the previous year and list of agendas, shall be issued 21 days before the meeting date. The Annual General Meeting is considered to have reached a quorum if more than half (1/2) of all ordinary members or at least twice the number of office bearers of National Committee are present. If the Annual General Meeting does not reach a quorum within thirty (30) minutes of the scheduled time, the meeting shall be postponed and reconvened at the same time and venue seven (7) days later. At the reconvened meeting, the quorum requirement will be waived, regardless of the number of attendees. However, no decisions can be made regarding amendments to this Constitution or on matters that affect the rights of members who are not present at the Annual General Meeting.

ARTICLE 11.4 : EXTRAORDINARY GENERAL MEETING
The National President may convene an Extraordinary General Meeting at any time if he/she deems it necessary.
More than one-third (1/3) of the ordinary members may jointly request for an Extraordinary General Meeting to be convened, the request must be made by stating the reasons and agendas to be decided. The National Committee must issue a notice for the Extraordinary General Meeting which states the date, time and venue of the meeting, along with the list of agendas within one (1) month from date of receipt of such request. If the National Committee fails to issue notice within this period, the requesting members may jointly issue the notice to convene the Extraordinary General Meeting themselves.
The notice calling the Extraordinary General Meeting shall be issued at least two (2) weeks before the meeting. The Extraordinary General Meeting is considered to have reached a quorum if more than half (1/2) of all ordinary members or at least twice the number of office bearers of National Committee are present.
ARTICLE 12: DUTIES OF OFFICE-BEARERS
ARTICLE 12.1: NATIONAL PRESIDENT
The President shall represent the Chamber in all external dealings and communications. The President will also chair all meetings and execute resolutions passed by the Annual General Meeting, Extraordinary General Meetings, and National Committee meetings.

ARTICLE 12.2: VICE NATIONAL PRESIDENTS
The Vice National Presidents shall act in the President's capacity during the President's absence.

ARTICLE 12.3: SECRETARY-GENERAL
The Secretary-General shall handle the daily operations of the Chamber, keep and maintain the seal of the Chamber, and manage other tasks not specifically assigned to others. The duties of the Secretary-General shall include handling correspondences, keeping records, and managing documents, except for financial accounts of the Chamber. The Secretary-General is also responsible for attending meetings and taking minutes, and for maintaining member roll which includes names, identification/passport numbers, dates and places of birth, occupations, employers' names or addresses, and residential addresses of the members.

ARTICLE 12.4: TREASURER
The Treasurer is responsible for keeping and managing the accounts for receipts and payments, handling financial transactions, and maintaining the financial books.

ARTICLE 12.5: ELECTED OFFICE BEARERS
The other elected office bearers of the National Committee (other than National President, National Vice Presidents, Secretary-General and Treasurer) shall participate in all of the affairs of the Chamber and shall carry out the tasks assigned to him/her by the National President or the National Committee.

ARTICLE 12.6: APPOINTED OFFICE BEARERS
The appointed office bearers of the National Committee shall have the same rights, duties, and responsibilities as elected office bearers of the National Committee.

ARTICLE 13 : INTERNAL AUDITORS
ARTICLE 13.1 : APPOINTMENT OF INTERNAL AUDITORS
Two (2) internal auditors shall be appointed during the Annual General Meeting, each from a different Sub-Committee/Standing Committee (other than the President of the Sub-Committee/Standing Committee), who have at least three (3) years of membership experience and have served at least one term as an office bearer of National Committee. The Internal Auditors should not be appointed from current office bearers of National Committee. The Internal Auditors shall hold office for a term of two (2) years upon being appointed, and they shall not be re-elected for a new term.

ARTICLE 13.2 : DUTIES OF INTERNAL AUDITORS
The Internal Auditors shall be responsible for reviewing the annual accounts of the Chamber, overseeing the operations of the National Committee, and submitting an audit report during the Annual General Meeting. The National President may also request the Internal Auditors to audit accounts of any period during their term and present an audit report to the National Committee.

ARTICLE 14 : TRUSTEES
ARTICLE 14.1 : APPOINTMENT OF THE TRUSTEES
Three (3) Trustees shall be jointly appointed among the ordinary members during the Annual General Meeting and they must be recommended by the National Committee.

ARTICLE 14.2 : POWER OF THE TRUSTEES
If any of the movable or immovable properties of the Chamber is vested with the Trustees, the Trustees shall not sell, withdraw or transfer any of those properties without the approval and authority given to them during the Annual General Meeting or Extraordinary General Meeting. The Trustees shall execute a trust deed and/or documents as required by the National Committee for the purpose of declaring the trust properties, and shall execute the instrument of revocation of the trust as and when instructed by the National Committee with the approval and authority obtained during the Annual General Meeting or Extraordinary General Meeting.

ARTICLE 14.3 : REMOVAL OF TRUSTEES
Any of the Trustees may be removed from office or cease to be a Trustee under the following circumstances:-
  • Death;
  • Absence from Malaysia for more than one (1) year;
  • Inability to perform duties due to unsoundness of mind or owing to ill health;
  • Upon the recommendation of the National Committee and approved in the Annual General Meeting that he/she is deemed unsuitable to become Trustee;
  • Adjudicated as bankrupt by court; or
  • Voluntary resignation.

ARTICLE 15 : PROPERTIES OF THE CHAMBER
All movable and immovable properties of the Chamber shall be vested and registered in the name of the Chamber. All movable and immovable properties of the Chamber shall not be sold, transferred and/or otherwise changed without obtaining the approval of the Chamber during the Annual General Meeting or Extraordinary General Meeting.

ARTICLE 16 : RESIGNATION OF MEMBERS
Any ordinary member or sponsoring member may resign from his/her membership by giving to the secretariat of the National Committee one (1) month’s notice in writing to that effect, provided that any member giving such notice shall be liable to pay his/her annual subscription up to and including the current year in which such notice is given.

ARTICLE 17 : DEPRIVATION OF MEMBERSHIP
ARTICLE 17.1 : COMMITTING AN OFFENCE OR BREACH
Any ordinary member or sponsoring member who is known or has shown to have committed an offence under this Constitution or is in breach of any of the articles (or any part of it) of this Constitution shall be deprived of his/her membership by the National Committee, provided no member shall be deprived of his/her membership unless an enquiry has been held to determine whether he/she suffers from the offending deprivation. For the purposes of holding such an enquiry, the National Committee shall appoint a special Standing Committee consisting of not less than three (3) office bearers of the National Committee who shall, after hearing all evidence in the matter, make its recommendations to the National Committee for its decision on the deprivation of the membership.

ARTICLE 17.2 : MEMBER’S RIGHT TO APPEAL
Such member shall have the right to appeal to the National Committee. The decision of the National Committee after hearing the appeal shall be final.

ARTICLE 17.3 : NO ACTION IN COURT OF LAW
No member who has been the subject of any action taken pursuant to ARTICLE 17.1 herein shall institute any proceedings in any Court of Law:
  • To go into the legality or propriety or otherwise of any action or decision taken by the National Committee or the Special Standing Committee; and/or
  • Against the Chamber, the National Committee, the Special Committee and/or any office bearers of the National Committee for any action arising out of proceedings taken under ARTICLE 17.1.

ARTICLE 17.4 : CESSATION OF MEMBERSHIP
Any ordinary member or sponsoring member:
  • Who is and has been found or declared to be of unsound mind;
  • Who is adjudicated as bankrupt by Court;
  • Who institutes any proceedings in any Court of Law on any matter against the Chamber without first exhausting all avenues available in the Chamber;
  • Who is suspended pursuant to Article 6.1(i) and fails to pay the annual fee by the end of March of the following year (i.e., two consecutive years of non-payment)
Shall forthwith cease to be a member of the Chamber.

ARTICLE 18 : GENERAL
ARTICLE 18.1 : REPRESENTATIVES FROM THE GOVERNMENT OF REPUBLIC OF CHINA (TAIWAN)
The representatives from the Government of Republic of China (Taiwan) shall be invited to attend all the meetings and to oversee all elections.

ARTICLE 18.2 : ELECTION METHOD
All elections of the Chamber shall be conducted by way of ballot boxes.

ARTICLE 19 : AMENDMENT TO THE CONSTITUTION
Any amendments, alterations or additions to this Constitution may be made by a resolution passed at the Annual General Meeting or Extraordinary General Meeting;
Such resolution must be approved by a majority of more than two-thirds (2/3) of the attending members and must be duly approved by the Registrar of Societies of Malaysia to take effect; and
The new Constitution incorporating the new amendments, alterations or additions must be submitted to the Registrar of Societies of Malaysia within sixty (60) days from the date of approval at the Annual General Meeting or Extraordinary General Meeting.
ARTICLE 20 : FINANCIAL PROVISIONS
  • Any expenditure of the Chamber that exceeds RM20,000.00 must be approved in advance by the National Committee;
  • Any monthly expenditure that exceeds RM100,000.00 must be approved during the Annual General Meeting;
  • The National President, together with the Secretary-General or Treasurer, shall have the authority to make decisions for any expenses within RM20,000.00;
  • The Treasurer may hold a petty cash advance of up to RM20,000.00 at any given time;
  • For any money received in excess of RM20,000.00, the approval from the National Committee must be obtained within seven (7) days of such receipt, and the funds must be deposited into the Chamber’s bank account. The bank account shall be in the name of the Chamber;
  • The financial year for the Chamber shall commence from January 1st and shall end on 31st December of each year.
ARTICLE 21 : DISSOLUTION OF THE CHAMBER
  1. The Chamber may be voluntarily dissolved through a resolution passed by at least three-quarters (3/4) of all ordinary members present at an Annual General Meeting or Extraordinary General Meeting;
  2. All debts and liabilities of the Chamber legally incurred on its behalf shall be fully discharged upon the dissolution of the Chamber pursuant to ARTICLE 15 herein. The remaining funds of the Chamber shall be disposed of in such manner as shall be decided upon during the Annual General Meeting or Extraordinary General Meeting; and
  3. Notice of dissolution shall be forwarded to the Registrar of Societies within fourteen (14) days from the date of the dissolution.