367 - *MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 367 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 As at 1 July 2014 2 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 First enacted … … … … 1914 (Cap. 104) Revised … … … … 1989 (Act 367 w.e.f. 13 April 1989) Latest amendment made by P.U. (B) 366/2011 which came into operation on … … … … … 21 July 2011 PREVIOUS REPRINTS First Reprint … … … 2001 Second Reprint … … … 2006 3 LAWS OF MALAYSIA Act 367 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 ARRANGEMENT OF SECTIONS Section 1. Short title and application INCORPORATION 2. Malaysian Chamber of Mines to be a body corporate 3. Acquisition and disposal of property OBJECTS 4. Objects of the Chamber 5. Application of income 6. Membership 7. Rights of members 8. Ordinary members 9. Visiting members and honorary members MANAGEMENT 10. Council of management 11. Election of officers 12. Powers of the Council BY-LAWS 13. By-laws 14. Alteration of by-laws 15. Approval of Minister and publication in the Gazette SCHEDULE 5 LAWS OF MALAYSIA Act 367 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 An Act to incorporate the Malaysian Chamber of Mines. [16 December 1914] Short title and application 1. (1) This Act may be cited as the Malaysian Chamber of Mines Incorporation Act 1914. (2) This Act shall apply to the States of Peninsular Malaysia only. INCORPORATION Malaysian Chamber of Mines to be a body corporate 2. The persons now members of the voluntary association known as the Malaysian Chamber of Mines and all such persons as may hereafter become members of the body corporate hereby constituted pursuant to Act or of by-laws made thereunder shall be a body corporate by the name of the “Malaysian Chamber of Mines” (hereinafter referred to as “the Chamber”) and by the same name shall have perpetual succession and shall and may have and use a common seal with power to break, alter, and make new the said seal from time to time, as the Chamber may seem fit, and by the same name may sue and be sued in all courts and in all manner of actions and suits and may do all other matters and things incidental or appertaining to a body corporate. 6 Laws of Malaysia ACT 367 Acquisition and disposal of property 3. The Chamber or any person on its behalf shall be entitled to acquire by purchase, lease, sublease or any other method any immovable property for the purposes of accommodating the Chamber, its offices, officers and employees and either to acquire the same with buildings suitable for the purpose or to acquire the same and demolish any existing buildings thereon (if any) and erect others of a type suitable for the purposes of the Chamber and shall be entitled further to let or sublet any accommodation in such buildings not immediately required for the purposes of the Chamber and shall also be entitled to sell or lease such immovable property and if thought fit to acquire other immovable property in its place. OBJECTS Objects of the Chamber 4. The objects for which the Chamber is incorporated are: (a) to acquire and take over and carry on the said voluntary association at present known as the Malaysian Chamber of Mines together with all the movable and immovable property of every description vested in or belonging to the said association or any trustees on its behalf; (b) to protect and advance the general interests of the mining community in Malaysia, to collect, classify, and diffuse mining information, to consider all questions connected with the mining industry and promote public discussion thereon, to institute, whenever necessary, a Court of Arbitration for the purpose of adjusting disputes or differences connected with the mining industry that may be referred to its decision, to promote, support, or oppose any legislative or other measures affecting the mining industry in Malaysia, and to communicate and exchange information upon mining matters to and with mining associations in Malaysia and elsewhere; Malaysian Chamber of Mines Incorporation 7 (c) to solicit and receive subscriptions and gifts of all kinds, whether absolute or conditional, for the purposes of the Chamber; (d) generally to do all things necessary or expedient for the proper and effective carrying out of any of the objects aforesaid. Application of income 5. (i) The income of the Chamber shall be applied solely towards the promotion of the objects of the Chamber as set forth in this Act and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Chamber; provided that nothing herein contained shall prevent the payment or repayment in good faith of remuneration or expenses to any officer or servant of the Chamber or to any member thereof in return for services actually rendered to the Chamber nor shall anything herein contained be deemed to prevent the Chamber from giving financial support to such charitable and other institutions and causes as may be thought proper. (ii) The funds of the Chamber may be placed on fixed deposit with any licensed commercial bank or finance company in Malaysia or invested from time to time in any manner in which at the time when the investment shall be made trustees shall be by law authorized to invest trust money except that none of the funds of the Chamber shall be applied in the acquisition of or investment upon the security of titles to or other interest in immovable property except as provided in Section 3 hereof. Membership 6. The members of the Chamber shall consist of: (a) President and Vice-President; (b) Ordinary members whether annual members or life members; 8 Laws of Malaysia ACT 367 (c) Visiting members and honorary members. Rights of members 7. The President, Vice-President, and ordinary, visiting, and honorary members shall have such respective rights of attending meetings of the Chamber and voting thereat and such other rights and privileges as may be prescribed by the by-laws of the Chamber in force for the time being. Ordinary members 8. (i) The ordinary members shall comprise any persons, other Chambers of Mines or similar associations, who are not honorary members, corporations or companies connected with the mining industry who or which may desire to join the Chamber and shall have been duly elected as ordinary members thereof in accordance with the by-laws of the Chamber in force for the time being. (ii) In the case of other Chambers of Mines or similar mining associations having the right to nominate one or more persons to be members of the Council of the Chamber then any person or persons so nominated shall be deemed to be ordinary members of the Chamber for the period during which he or they shall remain members of the Council as the nominees of such Chambers of Mines or similar associations. Visiting members and honorary members 9. The visiting members and honorary members shall comprise such persons as may have been admitted or elected as visiting members or honorary members, respectively, in accordance with the by-laws of the Chamber in force for the time being. Malaysian Chamber of Mines Incorporation 9 MANAGEMENT Council of management 10. The management of the Chamber shall be vested in a Council consisting of the President and such number of Vice-Presidents and ordinary members as shall be authorized by the by-laws of the Chamber in force for the time being. Election of officers 11. No ordinary member shall be eligible for election to the position of President, Vice-President or member of the Council whilst holding any salaried office under the Chamber. Powers of the Council 12. All the powers of the Chamber shall be vested in and be exercisable by the Council, except so far as the same are by this Act or by the by-laws of the Chamber in force for the time being expressly required to be exercised by the Chamber in general meeting. BY-LAWS By-laws 13. The by-laws set forth in the Schedule hereto shall be the by-laws of the Chamber, subject to any revocation or alteration thereof in manner hereinafter provided. Alteration of by-laws 14. The by-laws or any of them may from time to time be revoked, altered, or added to by the Chamber in general meeting, provided that due notice shall have been given to the members of the Chamber of the proposed revocation, alteration, or addition. 10 Laws of Malaysia ACT 367 Approval of Minister and publication in the Gazette 15. No by-law not contained in the Schedule hereto and no revocation, alteration, or addition of or to any by-law shall come into operation until the same shall have been approved by the Minister charged with responsibility for mining, and shall have been published in the Gazette. A certificate of such approval under the hand of the said Minister shall be conclusive evidence of such approval. _________________________________ Malaysian Chamber of Mines Incorporation 11 SCHEDULE BY-LAWS 1. These by-laws may be cited as the Malaysian Chamber of Mines By-Laws 1934. ELECTION OF ORDINARY MEMBERS 2. A candidate for admission to the Chamber as an ordinary member shall make an application in the following form: MALAYSIAN CHAMBER OF MINES APPLICATION FOR MEMBERSHIP I/We (name in full) ................................... of (description) ....................... desire to become a member of the Malaysian Chamber of Mines. I/We have read the by-laws of the Chamber and I/we now undertake to be subject to the said by-laws or any other by-laws which may be added to or substituted for the said by-laws, for so long as I/we continue to be a member/ members of the Chamber and to accept the ruling of the Council for the time being on all matters relating to the said by-laws and on all other matters in respect whereof power are, by the said by-laws, vested in the Council. In witness whereof I/we have hereunto set my hand/our hands this day ........ of............. 20....... . Signed by .......................................... in the presence of ...................................... Proposer ........................................... . Seconder .......................................... . A candidate must be proposed by one ordinary member and seconded by another, and his name, address, and designation together with the names of his proposer and seconder shall be entered in a book to be kept by the Chamber for that purpose. 3. The Secretary shall thereupon post on the notice board of the Chamber a notice of the candidature giving the name of the candidate and of his proposer and seconder. 4. One month after a candidate has been duly proposed and seconded he shall become eligible for election. 12 Laws of Malaysia ACT 367 5. The election of ordinary members shall be by show of hands and in accordance with by-law 33. Each member of the Council voting shall sign his name in a book kept for that purpose which shall be produced at each Council meeting. 6. On the election of a candidate the Secretary shall notify the fact to him and forward to him a copy of the by-laws with a bill for the amount of his subscription for the current year. The payment of such bill shall qualify such candidate as an ordinary member of the Chamber. 7. Should the candidate fail to pay such bill within one month from the date of his election, the election shall be void, but the council shall have power to re-elect such candidate upon satisfactory explanation by him of such failure. 8. No newly-elected ordinary member shall participate in any of the advantages or privileges of the Chamber or vote upon any question until he shall have paid his subscription. 9. A candidate who has been rejected shall not be again proposed until after an interval of six months, and a candidate who has been twice rejected shall not be proposed again. SUBSCRIPTION AND VOTING 10. (a) The rate of annual subscription for corporations and companies directly engaged in the mining industry admitted as ordinary members of the Chambers shall be RM3,000, payment whereof shall entitle the subscribing corporation or company to one vote on a show of hands and to ten votes on a poll at all general meetings of the Chamber. Corporations or companies elected to be ordinary members after 30th June in any year shall pay a subscription for that year of one-half of the normal annual subscription. In addition to the annual fixed rate of RM3,000 there shall be levied a surcharge. The Chamber Council shall determine from time to time what basis and quantum of surcharge should be levied for any particular financial year. (b) In the case of corporations and companies which have not yet paid a dividend or which in the opinion of the Council are not in a position to pay the full subscription or for other good cause shown, the Council of the Chamber may reduce the annual subscription to such an amount and for such period of time as it may think fit. (c) The number of votes to which a corporation or company whose subscription has been reduced by the Council under paragraph (b) of this by-law shall be a proportion of ten votes equivalent to the proportion which the reduced subscription bears to the full subscription payable in the then current year. Malaysian Chamber of Mines Incorporation 13 (d) The rate of annual subscription payable by corporations or companies not actively engaged in the mining industry but are otherwise connected with the industry admitted to ordinary membership of the Chamber shall be RM350, payment whereof shall entitle such a member to one vote, either on a show of hands or on a poll, at all general meetings of the Chamber. (e) The rate of annual subscription for individual ordinary members resident in Malaysia shall be RM120, payment whereof shall entitle the subscribing member to one vote, either on a show of hands or on a poll, at all general meetings of the Chamber. (f) The rate of annual subscription payable by an individual ordinary member who permanently removes his place of residence outside Malaysia shall be RM20. Such a member may become a life member on giving to the Secretary written notice of his intention to leave Malaysia permanently and on payment of RM120. Payment of subscriptions at the rates provided for in this paragraph shall confer upon the subscribing member no rights to vote at general meetings of the Chamber. (g) In the event of an ordinary member paying the rate of subscription provided for in paragraph (f), or a life member, returning to Malaysia he shall, after six months continuous residence in Malaysia, be reinstated as an individual ordinary member resident in Malaysia and shall from the date of the expiration of six months residence become liable to pay the annual rate of subscription, and become entitled to vote, as provided for in paragraph (e) of this by-law. A member who having become a life member before returning to Malaysia and who again leaves Malaysia shall on application made by him to the Secretary be reinstated as a life member without further payment. (h) The rate of annual subscription payable by other Chambers of Mines or similar associations admitted to be ordinary members shall be RM120, payment whereof shall entitle such a Chamber or similar association to one vote either on a show of hands or on a poll at all general meetings of the Chamber. Provided that, any Chamber of Mines and similar association may pay as an annual subscription any sum in excess of RM120 they please up to, but not exceeding, RM1,200 and each sum of RM120 so paid in excess of the RM120 hereinbefore referred to shall entitle the payer to one extra vote on a poll at all general meetings of the Chamber. (i) Notwithstanding anything in this by-law hereinbefore contained the Council shall be at liberty from time to time to vary the rates of subscriptions provided in any or all of the paragraphs of this by-law but in no case shall the rate or rates so fixed by the Council exceed the amount or amounts in this by-law already mentioned. The number of votes to which members are entitled under this by-law shall not be affected by reason of a reduction in the rate or rates of subscription made in accordance with this paragraph, except that in the case of a reduction in the annual basic rate of subscription payable by other Chambers of Mines and similar associations any additional payments by such other Chambers and similar associations shall carry the right to one additional vote on a poll at 14 Laws of Malaysia ACT 367 general meetings of the Chamber for every added full increment at the basic rate up to a maximum in all of ten votes. (j) In the case of other Chambers of Mines and similar associations having the right to nominate one or more members of the Council of the Chamber the votes to which such other Chambers of Mines or similar associations shall be entitled under this by-law shall be deemed to be in addition to the votes exerciseable by the nominees to the Council as ordinary members of the Chamber. (k) On a show of hands every member entitled to vote at a general meeting of the Chamber present thereat in person or by a representative or proxy shall have one vote. The person authorized to represent a corporation, company, other Chamber of Mines or similar association shall be entitled to vote on behalf of such corporation, company, other Chamber of Mines or similar association both on a show of hands or on a poll. (l) Each plural voting paper tendered by the proxy of a corporation, company, other Chamber of Mines or similar association shall be signed by the proxy in that capacity. RESIGNATION 11. Any member wishing to resign his membership of the Chamber shall give to the Secretary written notice of his intention so to do, and his liability to pay subscription shall cease at the end of the year in which such notice is received. GENERAL MEETINGS 12. The first annual general meeting of the Chamber shall be held within one month after the incorporation of the Chamber at the offices of the Chamber in Ipoh. Subsequent annual general meetings shall be held not later than May in every year at such place as may be determined by the Council. 13. The general meetings referred to in the last preceding by-law shall be called ordinary meetings: all other meetings of the Chamber shall be called extraordinary meetings. 14. The Council may, whenever it thinks fit and shall on the requisition of not less than eight ordinary members of the Chamber whose subscriptions shall have been paid in full at the date of such requisition, forthwith proceed to convene an extraordinary meeting of the Chamber, and in the case of such requisition the following provisions shall have effect: (a) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the office of the Chamber and may consist of several documents in like form each signed by one or more requisitionists. Malaysian Chamber of Mines Incorporation 15 (b) If the Council do not proceed to cause a meeting to be held within six weeks from the date of the requisition being so deposited, the requisitionists or a majority of them may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of deposit of the last of the documents referred to in paragraph (a). (c) Any meeting convened under this by-law by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the Council. 15. Fifteen days notice of every general meeting, specifying the place, day and hour of meeting and in case of special business the general nature of such business shall be given to all ordinary members by notice sent by post and by means of posting a copy of such notice on the notice board in the offices of the Chamber. Any member wishing to move a resolution at such general meeting or any amendment to any resolution shall give to the Secretary notice of such resolution or amendment and the names of the proposer and seconder thereof at least six days before the date of the general meeting, and the Secretary shall give notice of the same in the manner herein provided for notice of general meetings at least three days before the date of the general meeting. In computing the periods of time in this by-law mentioned Sundays and Public Holidays shall not be excluded but shall in all cases be reckoned in the computation of time. 16. The accidental omission to give any such notice to any ordinary member shall not invalidate any resolution passed at any such meeting. 17. The ordinary business of an ordinary meeting shall be— (i) to receive and consider the accounts and the report of the Council and the auditors. (ii) subject to by-law 18, to elect the following officers all of whom shall take office as from the time of the election of officers at the ordinary meeting and shall retain office until the ordinary meeting in the following year— (a) Eighteen ordinary members to be members of the Council. (b) A President of the Chamber and a Vice-President of the Chamber who shall be elected from the said eighteen members of the Council. (iii) any other business which by virtue of these by-laws ought to be transacted at an ordinary meeting. All business other than the above transacted at an ordinary meeting and all business transacted at an extraordinary meeting shall be deemed special. 16 Laws of Malaysia ACT 367 18. The members of the Chamber in general meeting may from time to time delegate to any mining association the right to appoint one or more members of the Council, and may in like manner withdraw such delegation. 19. The President of the Chamber shall be entitled to take the chair at every general meeting or, if there be no such President or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting, the Vice- President shall take the chair and, failing him, the members present shall choose some one of their number to act as chairman. 20. Fifteen ordinary members present in person or by proxy or representing a corporation or company or other Chamber of Mines or similar association shall independently of their voting power form a quorum for any general meeting; but if within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present those members who are present, not being less than five, shall be a quorum and may transact the business for which the meeting was called. 21. No ordinary member shall speak, vote or be present either in person or by proxy at any ordinary or extraordinary meeting unless his subscription for the year in which the meeting is held has been paid in full. 22. Every question submitted to a meeting shall, in the first instance, be decided by a show of hands and in the case of an equality of votes the chairman shall, both on a show of hands and at the poll, have a casting vote in addition to the vote or votes to which he may be entitled as an ordinary member. 23. Any ordinary member present at a meeting shall be entitled to demand a poll, and if a poll be demanded it shall be taken in such manner and at such time and place as the chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. PROXIES 24. Votes may be given either personally or by proxy. 25. (a) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or if such appointer is a corporation or company under its common seal or the hand of its attorney or general manager or other person in control of its business affairs in Malaysia or if such appointer is another Chamber of Mines or similar association under the hand of the President or person occupying the senior office in such other Chamber of Mines or similar association. No person shall be appointed a proxy who is not either an ordinary member of the Chamber and qualified to vote, or the proxy of a corporation, company, other Chamber of Mines or similar association. (b) An instrument of proxy may be for a specified meeting or a specified period or for an indefinite period. Where under such instrument of proxy a person Malaysian Chamber of Mines Incorporation 17 is appointed to represent a corporation or company or other Chamber of Mines or similar association for a specified period or an indefinite period such person shall be deemed to act for such corporation or company or other Chamber of Mines or similar association for all purposes under these Rules during such specified period or indefinite period. (c) The names of proxies so appointed shall be duly entered in a special book to be kept for that purpose, together with the names of the persons, corporations or companies or other Chambers of Mines or similar associations by or on behalf of which they have been appointed, and the list of names together, in the case of corporations and companies or other Chambers of Mines or similar associations, with the number of votes to which such corporations and companies or other Chambers of Mines or similar associations are entitled shall be open for the inspection of the members of the Chamber. 26. The instrument appointing a proxy and the power of attorney, if any, under which it is signed shall be deposited at the offices of the Chamber not less than twenty-four hours before the time for holding the meeting or adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote. The Council shall be at liberty to call for such further proof as to the authority of the appointer as they may in their discretion think fit. 27. Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances admit, be in the form or to the effect following— MALAYSIAN CHAMBER OF MINES I ...................................... of ...................................... an ordinary member of the Malaysian Chamber of Mines and entitled to .......................... votes hereby appoint .............................. of ............................... to vote for me and on my behalf at the ................................. meeting of the said Chamber of Mines to be held on the ............ day of ............... 20....... and at every adjournment thereof. As witness my hand this ......... day of ................. 20.......... . Signature .......................................... . Stamp ELECTION OF PRESIDENT AND COUNCIL 28. (a) Persons proposed for election as President and Vice-President of the Chamber or as members of the Council shall be nominated by forwarding to the Secretary of the Chamber at least fourteen clear days before the date appointed for the holding of ordinary meeting a notice in writing, specifying the names of such 18 Laws of Malaysia ACT 367 persons, signed by one or more ordinary members of the Chamber; a copy of every such notice shall be posted on the notice board of the Chamber not less than seven clear days previous to the holding of the ordinary meeting, and the election of President, Vice-President and of members of the Council shall take place at the ordinary meeting. (b) In the event of there being no proposals for the office of President or Vice- President in accordance with paragraph (a) of this by-law or in the event of all persons so proposed being rejected by the meeting, then the meeting may proceed to elect any member of the Council to the post of President or Vice-President, and the fact that the name of the members so elected has not been posted in the manner or for the period prescribed shall not affect the validity of such election. 29. (a) The members of the retiring Council shall be considered as nominated for election as members of the Council, whether their names have been posted on the notice board or not. (b) The voting for the President, Vice-President and the members of the Council shall be by nominal vote by ballot papers unless a poll be demanded by a member present when the plural vote shall be used. A special book shall be kept wherein all members voting shall sign their names and record the numbers of votes that they are using. ALTERATION OF BY-LAWS 30. No new by-law shall be passed or existing by-law altered except by a two-thirds majority of the ordinary members present at a general meeting. PROCEEDINGS OF THE COUNCIL 31. The Council shall consist of the President, the Vice-President and sixteen ordinary members. 32. (a) The Council shall meet together for the despatch of business as often as it deems necessary but not less than six times in a year. Additional meetings may be convened on the requisition of three of its members or by the President. (b) The Council may adjourn and regulate its meetings and proceedings as it may think fit and may determine the quorum necessary for the transaction of business. Until otherwise determined, five members shall form a quorum. (c) At least five days notice of the meetings of the Council shall be given to members of the Council and the notices shall state the nature of the business to be considered at such meetings; provided that in cases of emergency, the President or in his absence the Vice-President may call a meeting of the Council at any time upon such notice (if any) as he may think necessary. Malaysian Chamber of Mines Incorporation 19 33. Questions arising at any meeting of the Council shall be decided by a majority of votes, each member being entitled to one vote, and in case of an equality of votes the Chairman shall have a second or casting vote. 34. The President shall act as Chairman of all meetings at which he is present and in his absence the Vice-President shall act as chairman. If at any meeting the President or Vice-President is not present at the time appointed for holding the same, the members present shall choose someone of their number to be Chairman of such meeting. 35. The Council may delegate any of its powers to committees, on each of which there shall be at least one member of the Council. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Council. The decision of a committee shall in all cases be referred to the Council, for confirmation or otherwise unless the committee has previously been empowered by the Council to act on its decisions. 36. The meetings and proceedings of any such committee shall be governed by the provisions of these by-laws for regulating the meetings and proceedings of the Council so far as the same can be applied thereto and are not superseded by regulations made by the Council under the last preceding by-law. 37. All acts done by any meeting of the Council or by a committee or by any person acting as a member of the Council or a committee shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Council or committee or person acting as aforesaid or that any member of such Council or committee or such person acting as aforesaid was disqualified, be as valid as if every member of such Council or committee or person acting as aforesaid had been duly appointed and was qualified to act. POWER OF THE COUNCIL 38. The management of the business of the Chamber shall be vested in the Council; provided that in regard to all important questions affecting the mining industry in Malaysia the Council shall convene an extraordinary meeting of the Chamber for the purpose of ascertaining the views of the ordinary members of the Chamber with regard thereto unless such views of the ordinary members are being ascertained by Government in a manner which the Council considers satisfactory. 39. Without prejudice to any general powers otherwise vested in the Council it is hereby declared that the Council shall have the following powers, that is to say: (a) To purchase or otherwise acquire for the Chamber any property, rights, buildings, furniture or privileges and all other things which the Chamber is authorized to purchase at such price and generally on such terms and conditions as the Council may think fit. 20 Laws of Malaysia ACT 367 (b) To appoint a Secretary or Secretaries to the Council and such number of other officers, servants and agents of the Council for permanent, temporary or special services as the Council may from time to time think fit, and to determine their powers and duties, and to fix their salaries or emoluments. (c) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Chamber or its officers or otherwise concerning the affairs of the Chamber and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Chamber. (d) To employ and pay counsel or solicitors to attend on the hearing in any Court of any proceedings appertaining to the mining industry which, in the opinion of the Council, are of interest to the mining community, or in any of the proceedings referred to in paragraph (c). (e) To invest and deal with any of the moneys of the Chamber not immediately required for the purposes thereof in such securities and in such manner as the Council may think fit and from time to time to vary or realize such investments but only within the limits authorized by Sections 3 and 5 (ii) of the Malaysian Chamber of Mines Incorporation Act 1914. (f) To order books, papers and periodicals for the use of the Chamber. (g) To fill up any vacancies in the Council including vacancies in the post of President and Vice-President, which may occur during the year by the appointment of any ordinary members whom the Council may think fit. Such appointment shall hold good until the next ordinary meeting, at which the appointment shall be submitted for approval or otherwise. (h) To publish any of the proceedings of the Council or of a general meeting in such form and manner as the Council may consider necessary for the information of the members or of the general public. 40. (a) The office of a member of the Council shall ipso facto be vacated: (i) if he becomes bankrupt or suspends payment or compound with his creditors; (ii) if he be found to be a mentally disordered person; (iii) if without special leave of absence from the Council he be absent from three consecutive meetings of the Council; (iv) if by notice in writing to the Council he resigns his office; Malaysian Chamber of Mines Incorporation 21 (v) if he be requested in writing by a majority of two-thirds of the members of the Council to resign. (b) A member of the Council may, with the approval of the Council, appoint any ordinary member of the Chamber to be an alternate member of the Council in his place and such appointment shall have effect and such appointee, whilst he holds office as an alternate member, shall be entitled to notice of meetings of the Council and to attend and vote thereat accordingly. Any appointment under this by-law shall be effected by notice in writing under the hand of the member making the same and may be revoked in the same manner. (c) Notwithstanding that a member of the Council shall have appointed an alternate member to act in his stead, he shall be entitled to attend and vote at any meeting of the Council; but, in the event of his so doing, the alternate member appointed by him shall not also be entitled to attend or vote at the same meeting. During the continuance of the appointment of an alternate member the member who shall have appointed such alternate member shall not be entitled to receive notice of the meetings of the Council. 41. Any member or members of the Council shall be entitled to submit a minority report in any case where the Council submits a report to the Government of Malaysia. THE SEAL 42. The Council shall provide for the safe custody of the seal of the Chamber and the seal shall never be used except by the authority of the Council. The seal shall be affixed in the presence of two members of the Council, one of whom shall be the President or Vice-President or some other person expressly authorized by the Council to attest the sealing of documents in lieu of the President or Vice-President and the Secretary shall sign every instrument to which the seal is affixed. ACCOUNTS 43. The Council shall cause true accounts to be kept of the sums of money received and expended by the Chamber and the matters in respect of which such receipt and expenditure take place and of the assets, credits and liabilities of the Chamber. 44. The books of account shall be kept at the offices of the Chamber. 45. At the ordinary meeting in every year the Council shall lay before the Chamber a profit and loss account and a balance sheet containing a summary of the property and liabilities of the Chamber made up to the 31st day of December in the previous year and being 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 Chamber. 22 Laws of Malaysia ACT 367 46. A printed copy of such account and balance sheet shall be sent by post to all ordinary members at least fifteen days previous to the ordinary meeting and copies thereof shall be posted on the notice board in the offices of the Chamber for a similar period. AUDIT 47. Once at least in every year the accounts of the Chamber shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more auditors. 48. The Council shall appoint a firm of auditors and fix their remuneration and shall from time to time remove and replace such auditors as occasion may require. NOTICE 49. A notice or other document to be served by the Chamber may be served upon any ordinary member either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such ordinary member at his place of address registered under by-law 2. 50. Any notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted notwithstanding that such day following is a Sunday or Public Holiday and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into the post office. And a certificate in writing signed by the Secretary stating that the envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. HONORARY AND VISITING MEMBERS 51. Members of the Government Service, Chambers of Mines or similar associations, and/or corporations not being engaged in business for the acquisition of gain, prominent persons connected with the mining industry and others whom the Council may wish to honour shall be eligible as honorary members of the Chamber. Honorary members shall be entitled to all the privileges of ordinary members except that they shall have no vote; they shall not be required to pay any subscription. 52. Any person being a new-comer to Malaysia may, if duly proposed and seconded by two ordinary members, be admitted to the privileges of membership for a period not exceeding one month. 53. The proposer and seconder of a visiting member shall enter his name and their own names in a book to be kept for that purpose and shall be liable for any infraction of the Rules of the Chamber which such visiting member may commit. Malaysian Chamber of Mines Incorporation 23 54. A person who has been admitted as a visiting member for an aggregate number of thirty days in one year shall thereupon become eligible for election as an ordinary member and shall not be allowed to continue to use the Chamber unless he apply to be elected as such. 55. No person who has tried and failed to secure election as an ordinary member, or who has ceased to be a member of the Chamber under by-law 11, 61, 62 or 63, shall be eligible to become a visiting member. 56. A visiting member shall not be liable for subscription and shall not be entitled to vote at general meetings of the Chamber but shall have all other privileges appertaining to ordinary membership including the right to be present and speak at general meetings of the Chamber. ARBITRATIONS 57. The Council shall have power from time to time as occasion may require to appoint three or more members of the Chamber, any of whom may be either ordinary members of the Chamber or members of the Council, to act as arbitrators in such disputes as may be submitted to the Chamber for settlement. No arbitration on disputes so submitted shall proceed until the parties in dispute shall have entered into a bond binding themselves to abide by the award of the arbitrators or a majority of them unless the same be set aside by a competent court, and the fees payable on such arbitration shall have been deposited with the Secretary. 58. (i) On arbitrations the fees payable by the parties in dispute shall be fixed by the Council, regard being had to all the circumstances of each particular case and the Council shall have power to decide to whom such fees shall be paid and shall be entitled to make charges for expenses and disbursements incidental to such arbitration. (ii) Where any party in dispute is not a member of the Chamber such party shall pay a further sum equal to twenty-five per cent of the total sum payable to the arbitrators, which further sum shall in all cases be borne by the party who is not a member of the Chamber, whatever may be the result of the arbitration, and shall be paid into the funds of the Chamber. 59. A copy of all arbitration awards shall be filed with the Secretary. CONDUCT OF MEMBERS 60. If any ordinary member be guilty of a breach of any of the by-laws of the Chamber, the Council shall be at liberty to inflict on such member such a fine as the Council may think proportionate to the injury caused to the Chamber; provided that no such fine shall exceed RM500. 61. If the conduct of any ordinary member shall, in the opinion of a two-thirds majority of the Council present and voting at any meeting, be such as to be liable to 24 Laws of Malaysia ACT 367 cause injury to the interests of the Chamber, the Council shall forthwith request such member to resign. 62. If any ordinary member fail within fourteen days to pay any fine inflicted on him under by-law 60 or continue to infringe the by-laws or any of them after such fine has been inflicted upon him or fail to resign within fourteen days after being requested so to do under by-law 61, then and in any of such cases the Council shall forthwith call an extraordinary meeting of the Chamber to consider the conduct of such ordinary chamber and at such meeting it shall be competent for the Chamber by a two-thirds majority of those present and voting at such meeting to expel such member from the Chamber, and no appeal shall lie from such decision to any other meeting or to any Court of law. Every member so expelled shall forfeit his subscription and all interest in the property of the Chamber, and no member so expelled shall be eligible for re-election to the Chamber. Such expulsion shall not prejudice any right of the Chamber to recover from such ordinary member the amount of any fine inflicted on him or any other sum due from him to the Chamber. 63. Any member who shall fail to pay the amount of his outstanding account within one month after receiving under registered cover a notice in writing signed by the Secretary calling upon him to pay the same within one month after receipt of such notice shall cease to be a member of the Chamber, and the Secretary shall upon such cessation inform him accordingly and shall take such steps for the recovery of the said amount as the Council may direct. Provided that, on a satisfactory explanation being given by a person who has under the provisions of this by-law ceased to be a member, the Council may restore to him the status and privileges which he may have forfeited under this by-law. ________________________ 25 LAWS OF MALAYSIA Act 367 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 LIST OF AMENDMENTS Amending law Short title In force from L.N. 18/1937 Statute Law Revision (Chief 23-07-1937 Secretary’s Powers) Enactment 1937 L.N. 83/1949 The Federated Malay States 22-02-1949 Chamber of Mines Incorporation Enactment (Chap. 104) L.N. 660/1953 The Member for Lands, Mines and 31-10-1953 Communications Order 1953 L.N. 38/1954 The Member for Natural Resources 01-02-1954 Order 1954 L.N. 273/1956 Minister for Natural Resources and 02-04-1956 Local Government (Transfer of Functions) Order 1956 L.N. 333/1958 Minister of The Federal Government 31-08-1957 (Transfer of Functions) Order 1958 L.N. 233/1959 Federal Constitution (Modification 26-05-1959 of Laws) (Federated Malay States) Order 1959 Act 50/1965 Federated Malay States Chamber of 16-09-1963 Mines Incorporation (Amendment) 30-06-1965 Act 1965 L.N. 60/1966 Federated Malay States Chamber of 01-01-1966 Mines Incorporation Enactment P.U. (A) 297/1973 Federated Malay States Chamber of 25-10-1973 Mines Incorporation Enactment 26 Laws of Malaysia ACT 367 Amending law Short title In force from P.U. (A) 65/1977 Federated Malay States Chamber of 24-03-1977 Mines Incorporation Enactment Act A712 Federated Malay States Chamber of 09-09-1988 Mines Incorporation (Amendment) Act 1988 P.U. (B) 432/1988 Amendments To The States of 09-09-1988 Malaya Chamber of Mines By-Laws 1934 P.U. (B) 93/1990 Amendments To The Malaysian 16-02-1990 Chamber of Mines By-Laws 1934 P.U. (B) 366/2011 Amendments To The Malaysian 21-07-2011 Chamber of Mines By-Laws 1934 _____________ 27 LAWS OF MALAYSIA Act 367 MALAYSIAN CHAMBER OF MINES INCORPORATION ACT 1914 LIST OF SECTIONS AMENDED Section Amending authority In force from Short title Act 50/1965 30-06-1965 Act A712 09-09-198 3 Act 50/1965 30-06-1965 4 Act 50/1965 16-09-1963 Act A712 09-09-1988 5 Act A712 09-09-1988 15 L.N. 18/1937 23-07-1937 L.N. 660/1953 31-10-1953 L.N. 38/1954 01-02-1954 L.N. 273/1956 02-04-1956 L.N. 333/1958 31-08-1957 L.N. 233/1959 26-05-1959 Schedule L.N. 83/1949 22-02-1949 L.N. 60/1966 01-01-1966 P.U. (A) 297/1973 25-10-1973 P.U. (A) 65/1977 24-03-1977 P.U. (B) 432/1988 09-09-1988 P.U. (B) 93/1990 16-02-1990 P.U. (B) 366/2011 21-07-2011