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 16Certificate In Human Resource ManagementCommencement 16 December 2017
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Constitutional Rules The Constitutional Rules were revised and adopted at the Annual General Meeting (AGM) on 23 May 2002 and approved by the Registrar of Societies (ROS) with effect from 15 November 2002.

The MEF Constitutional Rules incorporating the amendments adopted by the MEF AGM on 28 June 2006 and approved by the Registrar of Societies with effect from 19 October 2006.

The MEF Constitutional Rules incorporating the amendments adopted by the MEF AGM on 28 July 2016 and approved by the Registrar of Societies with effect from 9 January 2017.

(inclusive of amendments to Rule 7.1(b) (vi) approved by ROS on 12 February 2008 and deletion to Rules 18.2 and 25A approved by ROS on 21 May 2010)
Contents
 
Rule 1 : Name
Rule 2 : Vision
Rule 3 : Mission
Rule 4 : Objects
Rule 5 : Interpretation Clause
Rule 6 : Registered Office and Place of Meeting
Rule 7 : Membership
Rule 8 : Nominees
Rule 9 : Employer Groups
Rule 10 : The Register
Rule 11 : Official Year
Rule 12 : Entrance Fee
Rule 13 : Subscription
Rule 14 : Obligation of Members
Rule 15 : Resignation of Members
Rule 16 : Expulsion of Members
Rule 17 : Composition of Council
Rule 18 : Personnel of Council
Rule 19 : Council Meetings
Rule 20 : Powers of the Council
Rule 20a : MEF Academy - The Power to make Bye-Laws
Rule 21 : Annual General Meeting
Rule 22 : Staff
Rule 23 : Committees
Rule 24 : Casual Vacancies
Rule 25 : Assets
Rule 25a : Reserve Fund (deleted wef 21.5.10)
Rule 26 : Indemnity
Rule 27 : Arrears
Rule 28 : Application of Funds
Rule 29 : Accounts
Rule 30 : Inspection of the Books
Rule 31 : Alteration of Rules
Rule 32 : Notice to Members
Rule 33 : Dissolution

  

       
Rule 1 : Name
       
1.1 The Federation shall be known as Persekutuan Majikan-Majikan Malaysia or the Malaysian Employers Federation or by its acronym "MEF".
   
1.2 MEF Emblem
The emblem of the Federation shall consist of the letters MEF in white on a blue background as illustrated below:
   
  MEF Logo
   
   
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Rule 2 : Vision
       
2.1 To be the premier employers’ representative at national, regional and international levels and to be the leader in the development of human resources and the promotion of good employment practices and harmonious industrial relations with a view to achieving national objectives.
   
   
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Rule 3 : Mission
       
3.1 To promote the development of excellence in human resource management to enable employers meet current and future business challenges.
     
  To promote productivity through inter alia harmonious employer/employee relationship.
     
  To promote and represent the interests of employers at national, regional and international fora.
     
  To promote and represent the business interests of employers at national, regional and international fora.
     
     
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Rule 4 : Objects
       
4.1 The Federation achieves its vision and mission through the following core activities and objects:-
     
  representation of members at conciliation and mediation proceedings and at proceedings before the Labour and Industrial Courts.
     
  provision of advisory/consultancy services, at all levels.
     
  provision of professional training and related activities through the establishment of an MEF Academy.
     
  research and development of best practices in all relevant fields.
     
  advocacy and representation of employers’ interests and business needs at national, regional and international fora.
       
       
4.2 The objects of the Federation shall be:-
     
  (a) to secure the complete organisation in the Federation of all Employers.
     
  (b) to promote, protect and defend the interests of Employers.
     
  (c) to promote harmonious relations between Employers and employees.
     
  (d) to encourage the payment of equitable rates of remuneration and the observance by Employers of fair conditions of employment.
     
  (e) to promote the development and implementation of sound legal framework for the prevention and settlement of employer-employee and/or individual dispute through inter alia:-
     
    (i) proactive direct involvement in developing legal framework to meet the present and future human resource needs of the nation; and
       
    (ii) collecting, collating and researching data on employer/member experiences on the implementation of existing labour laws and practices and legislative development and keeping members informed thereof.
       
  (f) to advise Members on labour matters and to assist them in the settlement of labour disputes and on matters connected with collective bargaining and to represent them at Labour and Industrial Court proceedings.
     
  (g) to facilitate, promote and to provide a forum for regular consultation between Members on matters of common interest.
     
  (h) to promote among Members the adoption of sound principles and best practices of Human Resource management and industrial relations.
     
  (i) to encourage Employers with similar interests to form Employer Organisations.
     
  (j) to be the organisation most representative of Employers in Malaysia on all matters coming within the scope of the International Labour Organisation.
     
  (k) to compile and circulate such statistical and other data as may be necessary or desirable for the study of remuneration and conditions of employment and other matters affecting Human Resource management.
     
  (l) upon the request of any Member, to make available to the Member with or without payment of any fees in accordance with a scale fixed from time to time by the Council, the services of the Federation or any person employed or engaged by the Federation for advice, guidance or assistance on any industrial or other dispute or any matter affecting directly or indirectly such a Member.
     
  (m) to co-operate with any organisation of Employers, national, regional or international, whose objects are similar to those of the Federation.
     
  (n) to ensure the provision of such training facilities as will develop the skills of Employers at all levels in the effective management of human resources.
     
  (o) to print and publish newspapers, periodicals and pamphlets or through electronic media for the spreading of information with respect to matters having relation to the objects of the Federation.
     
  (p) to establish and maintain a consulting library and electronic data base for the use of Members.
     
  (q) to borrow or raise, or secure the payment of money in such manner as the Federation shall think fit upon such terms or conditions as shall be deemed expedient.
     
  (r) to invest funds or monies of the Federation not immediately required in such securities and in such manner as may from time to time be determined by it.
     
  (s) to raise funds by means of subscriptions or levies on Members and/or from other activities to promote the Vision, Mission, core activities and objects of the Federation in such amounts and in such manner as may be decided by the Council from time to time and to accept, undertake or execute any trust, or gift which may be deemed to be in accordance with or which may further or benefit the objects of the Federation.
     
  (t) to purchase, take on lease or license or hire or otherwise acquire immovable property of any kind and to construct, maintain or alter any building in furtherance of the objects of the Federation.
     
  (u) generally, to do all such other lawful acts as are incidental and conducive to the attainment of any or all of the above objects.
       
       
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Rule 5 : Interpretation Clause
       
5.1 In these Constitutional Rules, unless the context requires otherwise:-
     
  (a) “the Federation” shall mean the Persekutuan Majikan Malaysia, the Malaysian Employers Federation and by its acronym “MEF”. (w.e.f. 9 January 2017)
     
  (b) “the Council” shall mean the Management Council of the Federation.
     
  (c) “Employer” shall mean any business or other organisation registered under the laws of Malaysia including but not limited to a sole proprietorship, partnership, company, corporation, club or association in Malaysia employing one or more persons.
     
  (d) “Member” shall mean any Employer or Employers’ Organisation duly admitted to membership of the Federation under these Constitutional Rules.
     
  (e) “Employers Organisation” shall mean any organisation of employers registered under any legislation in Malaysia.
     
  (f) “Subsidiary” and “Holding” shall have the same meaning as in the Companies Act 1965.
     
  (g) “Industrial Relations Services” shall mean the following:-
     
    1) advice or opinion from the Secretariat on human resource practices and the application of labour legislation.
       
    2) representation at conciliation proceedings and proceeding before the Industrial Court and the Labour Court and advice and assistance in the settlement of trade disputes and matters connected therewith.
       
    3) advice generally on trade disputes including union recognition and claims preparatory to collective bargaining.
       
  (h) “the Chief Executive” shall mean the person or persons, howsoever designated, to be appointed in that capacity under Rule 22.2 and shall include any person or persons acting in that capacity.
     
  (i) “Nominee” shall mean the person whose name has been registered with the Federation under Rule 8 as the representative of any Member.
     
  (j) “Employer Group” shall mean any one of the sections into which Ordinary Members have been or may be grouped under the provisions of Rule 9.
     
  (k) “Register” shall mean the Register of Members as provided for by Rule 10.
     
  (l) “in writing’ shall mean written, printed, typed, lithographed, visibly expressed or retrieved in all or any of these modes of representing or reproducing words in the English language including but not limited to the electronic media. (w.e.f. 9 January 2017)
     
  (m) words importing the singular number shall include the plural and vice versa.
     
  (n) words importing the masculine gender shall include the feminine gender and vice versa.
     
  (o) “the Academy” shall mean the “MEF Academy Sdn Bhd”.
       
       
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Rule 6 : Registered Office and Place of Meeting
       
6.1 The Registered Office of the Federation shall be at 3A06-3A07, Block A, Pusat Dagangan Phileo Damansara II, No.15, Jalan 16/11, Off Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia or at such other place as may be determined by the Council from time to time.
       
6.2 The place of meeting of the Federation shall be at the Registered Office or at such other place as may be determined by the Council from time to time.
   
   
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Rule 7 : Membership
       
7.1 Members of the Federation are as follows:-
     
  (a) Ordinary Members
    Any individual Employer shall be eligible for admission as an Ordinary Member.

Provided that a holding company with two or more subsidiaries with a centralised human resource and industrial relations function may opt for group membership in respect of all such subsidiaries and holding company and for the purpose of membership the whole group will be treated as one Ordinary Member.
       
  (b) Association Members
    Any duly registered Employer’s Organisation shall be eligible for admission as an Association Member.
       
    (i) Founder Association Members – FM-1
      Members in this category are registered Founder Employers Organisations who require the full range of services provided by the Federation. The members of the Association Member in this category are eligible for the full range of services provided by the Federation and the benefits, privileges and obligations of Ordinary Members.
       
    (ii) Founder Association Members – FM-2
      Members in this category are registered founder Employers Organisations in Peninsular Malaysia and registered, founder central Employers Organisations in Sabah and Sarawak.
       
    (iii) Association Members – AM-1
      Membership in this category shall be open to all registered Employers’ Organisations who with effect from the date of coming into force of these Constitutional Rules, seek membership as Association Member and who require the full range of services provided by the Federation. Individual employers who are members of the Association Member in this category shall be eligible for the full range of services provided by the Federation and the benefits, privileges and obligations of Ordinary Members.
       
    (iv) Association Members – AM-2
      Membership in this category shall be open to all registered Employers’ Organisations in Malaysia who with effect from the date of coming into force of these Constitutional Rules, seek membership as Association Member in this new category.
       
    (v) Association Members – AM-3
      Membership in this category shall be open to any registered Employers’ Organisations who require the full range of services provided by the Federation but the individual member of the Employers’ Organisations in this category shall not be eligible for the services provided by the Federation by virtue of their membership with the Association Member concerned.
       
    (vi) Association Members – AM-4
      Membership in this category shall be open to all registered organisations representing employers in the plantation industry and to all registered organisations representing the small and medium-sized industries who require the full range of services provided by the Federation but the individual member in this category shall not be eligible for the services provided by the Federation by virtue of their membership with the Association member concerned. (Added – 12 February 2008)
       
7.2 Any Employer or Employers Organisation desirous of becoming a Member shall submit an application in the prescribed Application Form. Every such application shall be forwarded to the Chief Executive who shall at the earliest convenient opportunity submit it to the Council or the Membership Committee for approval. The Council may, at its discretion, reject any application without assigning any reason therefore.
       
7.3 Every applicant whose application has been approved as aforesaid shall upon payment of the prescribed subscription be admitted as a Member of the Federation and shall be entitled to all the rights of membership and shall be subject to all the obligations of membership.
   
   
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Rule 8 : Nominees
       
8.1 The Nominee of an Ordinary Member shall be its Chief Executive or any other person nominated in the prescribed Nomination Form and approved by the Council.
       
8.2 An Ordinary Member may be represented at the Federation’s General Meetings only by its Nominee or its duly authorised representative.
   
8.3 The Nominee of the Association Member elected to the Council shall be a person holding office as Partner, Director, General Manager, President, Vice President or such other office of similar status approved by the Council.
       
8.4 An Association Member may be represented at the Federation’s General Meetings only by its Nominee or its duly authorised representative.
   
   
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Rule 9 : Employer Groups
       
9.1 Every Ordinary Member of the Federation shall be grouped or classified for administrative purposes as belonging to one or more Trade/Industry Groups as may be constituted from time to time by decision of the Council.
       
9.2 The representative of each Trade/Industry Group elected to the Industrial Relations Panel as hereinafter referred to in these Constitutional Rules shall also be the Chairman of such Trade/Industry Group and he may as and when he considers necessary, or shall on the directions of the Industrial Relations Panel, convene a meeting of his Trade/Industry Group for the purpose of discussing and recommending any matter relating to the interests of such Trade/Industry Group.
   
9.3 For the purpose of Trade/Industry Group meetings an Ordinary Member may be represented by an executive engaged in Human Resource management and industrial relations.
   
   
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Rule 10 : The Register
       
10.1 The Chief Executive shall keep at the Registered Office a book to be called “The Register of Members of the Malaysian Employers Federation”. The Register shall contain the following particulars –
     
  (a) the name, address and business of each Member;
     
  (b) category of membership;
     
  (c) the date the Employer or Employers’ Organisation was inscribed in the Register as a Member and the date on which the Employer or Employers’ Organisation ceased to be a Member;
     
  (d) the name of the trade/industry group, if any, to which such Member was assigned;
     
  (e) the name and address of the Ordinary Member’s Nominee registered under the provision of Rule 8;
     
  (f) such other particulars as may be required by the Council from time to time.
   
   
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Rule 11 : Official Year
       
11.1 The Official Year of the Federation shall be from 1st January to 31st December.
   
   
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Rule 12 : Entrance Fee
       
12.1 An application for membership shall be accompanied by an Entrance Fee of RM500.00.
   
   
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Rule 13 : Subscription
       
13.1 Ordinary Members shall pay an annual subscription at the following rates:-
     
  the first 100 employees at RM10.00 per employee
     
  the second 100 employees at RM8.00 per employee
     
  the third 100 employees at RM6.00 per employee
     
  thereafter, at RM1.00 per employee
     
  subject to a Minimum of RM1,000.00 and a Maximum of RM6,000.00.
       
    Provided that Ordinary Members in Group Membership shall pay an annual subscription in respect of the total number of employees in the whole group.
       
       
13.2 Association Members shall pay an annual subscription as follows:-
     
  (a) Founder Association Member – FM-1
    A member in this category shall pay the aggregate of 80% of the scale prescribed in Rule 13.1 in respect of each of its own direct members.
     
  (b) Founder Association Member – FM-2
    Founder Association Member in this category shall pay an annual subscription of RM3,000.00.
     
  (c) Association Members – AM-1
    A member in this category shall pay the aggregate of 80% of the scale prescribed in Rule 13.1 in respect of each of its own direct members.
     
  (d) Association Members – AM-2
    Association Members in this category shall pay an annual subscription of RM3,000.00.
     
  (e) Association Members – AM-3
    Association Members in this category shall pay an annual subscription of RM1,000.00.
     
  (f) Association Members – AM-4
    Association Members in this category shall pay an annual subscription of RM 3,000.00 in accordance with the Bye-Laws.
     
     
13.3 Subscription shall be paid annually in advance and shall become due and payable on 1st January each year.

However, in the case of a new member, the Entrance Fee due and the first year’s subscription shall become due and payable on the day on which the new member is notified of the approval of his application for membership. On the first anniversary of membership, the annual subscription due and payable shall be pro-rated to 1st January of the succeeding year. Thereafter, subscription shall fall due and payable on 1st January of each year.
       
       
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Rule 14 : Obligation of Members
       
14.1 Members shall be bound, under penalty of expulsion from the Federation, to abide by the Constitutional Rules of the Federation and the decisions of the Council.
       
14.2 Members shall furnish the Federation with such information as it may reasonably request.
       
14.3 Members shall report to the Federation particulars of any matter in respect of which an industrial dispute has arisen and of every strike and of any agreement or settlement reached.
       
14.4 Members shall submit to the Federation a copy of any Collective Agreement signed by them with any trade union.
   
   
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Rule 15 : Resignation of Members
       
15.1 Any Member wishing to resign from the Federation shall give three months’ notice in writing to the Chief Executive of his intention so to do but such notice shall not relieve the Member of his liability for any arrears of subscription and other dues outstanding at the expiration of such notice.
       
15.2 Any Member resigning from the Federation shall on the expiration of such notice ipso facto cease to be a member in benefit and shall have no further interest in the funds and/or property of the Federation and shall not be entitled to a refund of any subscription paid or any other payment made by such Member, whether such subscription or payment thereof relates to a period of time prior or subsequent to the date of cessation of membership.
   
   
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Rule 16 : Expulsion of Members
       
16.1 Any matter involving the conduct of any Member which may warrant his expulsion from the Federation shall be considered by the Council at a meeting specially convened for that purpose. Not less than seven days’ prior notice in writing of such meeting shall be given to the Member concerned by the Chief Executive. The notice shall set out the matter upon which the Council’s decision or advice is desired and the Member in question shall be entitled to be present and to be heard at the meeting for that purpose (but not thereafter) before any decision or recommendation of the Council is recorded.
       
16.2 Any Member who has in the opinion of the majority of the members of the Council present and voting at such meeting acted in any way contrary to the interests of the Federation or whose conduct has in such majority opinion of the Council convened as aforesaid rendered such Member unfit to be a Member may be expelled from the Federation, and the name of such Member shall be removed from the Register and such Member shall cease to be a Member and shall forfeit all interest in the funds and property of the Federation and thereafter shall be ineligible for membership without the consent of the Council by majority.
       
16.3 A member so expelled shall not be entitled to any refund of subscription paid or other payment made by such Member whether such subscription or other payment or any part thereof relates to a period of time prior or subsequent to the date of expulsion.
       
16.4 A Member expelled under the provisions of Rule 16.1 above may appeal against the expulsion to the next Annual General Meeting and the decision of that General Meeting shall be final.
   
   
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Rule 17 : Composition of Council
       
17.1 The Council shall be composed of members as follows:-
     
  (a) 12 Council Members elected from amongst the Ordinary Members
     
  (b) 1 Council Member from each Founder Association Member – FM-1
     
  (c) 1 Council Member from each Founder Association Member – FM-2
     
  (d) 1 Council Member from Association Member – AM-1 in accordance with the Bye-Laws
     
  (e) 1 Council Member from Association Member – AM-2 in accordance with the Bye-Laws
     
  (f) 1 Council Member from Association Member – AM-4 in accordance with the Bye-Laws
     
  (g) Council members invited under Rule 17.2
     
  (h) Deleted (w.e.f. 9 January 2017)
     
17.2 In addition, the Council may on a proposal by the President and duly seconded, by consensus invite not more than three persons of good standing who the Council considers will contribute to its deliberation and further promote and enhance the Vision, Mission and Objects of the Federation.

The provisions of these Constitutional Rules shall apply mutatis mutandis to the persons so appointed by the Council.
       
17.3 The Council shall hold office for a period of 2 years from the close of business of the AGM at which elections are held until the close of business of the next following AGM at which elections are held.
       
17.4 All members of the Council shall hold office 'ad personam'.
   
   
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Rule 18 : Personnel of Council
       
18.1 The Council shall elect from amongst its members at its first meeting to be held immediately after the Annual General Meeting at which elections are held:-
     
  a President
     
  four Vice Presidents
     
  Deleted (w.e.f. 9 January 2017)
     
  an Honorary Treasurer
     
    hereinafter referred to as the Principal Office Bearers who shall hold office until the conclusion of the next following Annual General Meeting at which elections are held.

Provided that the Council may at any time appoint such Honorary Secretary and where such Honorary Secretary is so appointed, then any other staff assigned duties as Secretary of the General Meeting and or Council shall act on his instructions in respect of all functions and duties assigned to the Honorary Secretary under these Constitutional Rules or assigned by the Council, and the Council may at any time rescind such appointment.

Provided further that in the event of the President ceasing to hold that office or be a member of the Council, the Council shall elect one of the four Vice Presidents as President and one of its members as Vice President and in the event of any Vice President or the Honorary Treasurer ceasing to hold any such office or be a member of the Council, the Council shall elect in his place one of its members to hold such office.
       
       
18.2 Deleted (w.e.f. 21 May 2010)
     
18.3 The Principal Office Bearers shall be responsible for ensuring the administration of the office and staff of the Federation in accordance with the decisions of the Council.
       
18.4 President Emeritus
  The Council may by consensus declare that a past President be bestowed the honour as President Emeritus.
       
18.5 The President
  The President shall preside at all General Meetings and Council Meetings. He shall be responsible for leading the Council in the formulation of policies and in the pursuit of realising the Vision, Mission and Objects of the Federation.
       
18.6 Deleted (w.e.f. 9 January 2017)
       
18.7 The Vice Presidents
  The Vice Presidents shall act in rotation for the President during his absence. All duties, powers and responsibilities of the President in his absence shall devolve upon the Vice President appointed to act for the President during his absence.
       
18.8 Deleted (w.e.f. 9 January 2017)
       
18.9 The Honorary Treasurer
  The Honorary Treasurer shall be responsible for ensuring that a true and accurate account of all monies received and expended by the Federation is kept and that an Annual Balance Sheet, a Statement of Receipts and Payments and an Income and Expenditure Account are prepared for submission to the Annual General Meeting. The Honorary Treasurer shall be the Chairman of the Finance Committee.
       
       
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Rule 19 : Council Meetings
       
19.1 The Council shall meet as often as it shall deem necessary but not less often than four times in each year. Meetings of the Council shall be convened as directed by the President or, in his absence, the Vice President, provided that a meeting shall be convened on the written requisition of five or more members of the Council, which requisition shall specify the matter or matters to be considered by the Council at such meeting. Not less than seven days’ notice in writing shall normally be given of meetings of the Council unless the President or, in his absence, the Vice President considers the situation one of urgency.

Notice of meeting shall be delivered personally or sent by mail or electronic media to each Council member at the address as shown by the records of the Federation. If mailed, such notice shall be deemed to be delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic media, the notice of a meeting shall be deemed to be delivered when the notice is tagged sent by the software.
(w.e.f. 9 January 2017)
       
19.2 The quorum for a meeting of the Council shall be ten or one half of the total number of Council members whichever is lesser. Voting at Council meetings shall be by a show of hands and each member shall have one vote. The Chairman of the meeting shall have an original as well as a casting vote. No decision of the Council shall be valid unless passed by a majority of those present and voting.
       
19.3 A resolution in writing initiated by the President or in his absence by a Vice President, duly signed by a majority of the Council Members shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held provided all members of the Council are aware of and or have been made aware of such a resolution. Where not less than five members of the Council objected to the resolution or have requested for a meeting of the Council to discuss the resolution, then a meeting of the Council shall be called to discuss whether the said resolution should be passed or not.
   
   
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Rule 20 : Powers of the Council
       
20.1 The Council shall have absolute power to regulate, manage and control all the affairs of the Federation (including power to authorise expenditure and to make bye laws) and to carry out its objects, subject only to these Constitutional Rules for the time being in force, and may exercise all such powers and do all such acts and things as may be exercised or done by the Federation and are not hereby or by statute law expressly directed or required to be exercised or done by an Annual General Meeting of the Federatio.
       
20.2 The Council shall have discretionary powers to issue a written caution to any Member for any of the reasons contained in Rule 16.2 instead of expelling such Member.
       
20.3 Between the General Meetings, the Council shall have the power to interpret the Constitutional Rules of the Federation and determine any point on which the Constitutional Rules are silent. The decision of the Council shall be binding on all Members of the Federation unless and until countermanded by a duly constituted General Meeting of the Federation.
   
   
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Rule 20a : MEF Academy - The Power to make Bye-Laws
       
20a.1 The Council shall have the power to make such Bye-Laws as it may deem necessary, consistent with these Constitutional Rules for the effective governance of the Academy and the due realisation of the Federation’s Constitutional objects and in particular its Vision and Mission as enumerated therein.
   
   
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Rule 21 : Annual General Meeting
       
21.1 The Annual General Meeting of the Members of the Federation shall be convened by the Council once a year as soon as practicable after the close of the Official Year of the Federation and in any event not later than 30th September for the purpose of the following matters:-
     
  (i) to confirm the Minutes of the previous Annual General Meeting, and Special General Meeting, if any;
     
  (ii) to consider the Report of the Council in respect of the previous year;
     
  (iii) to consider and if agreed, approve the Annual Balance Sheet, the Statement of Receipts and Payments and the Income and Expenditure Account for the preceding financial year duly audited by the Auditors;
     
  (iv) to consider amendments to these Constitutional Rules, if any;
     
  (v) to elect from amongst the Nominees biennially members of the Council in accordance with Rule 17.1.
     
  (vi) to announce the Council Members from Founder Association Members in FM-1 and FM-2.
     
  (vii) to announce the Council Members from Association Members in AM-1 and AM-2.
     
  (viii) to appoint Auditors.
     
  (ix) to consider any other matters of which not less than 14 days’ notice has been given in writing to the Federation provided that the Meeting may consider any matter in respect of which such notice has not been given if not less than two-thirds of the Members present agree to such matter being discussed.
       
       
21.2 Not less than 21 days notice shall be given of the Annual General Meeting. Notice of the Annual General Meeting and the relevant documents as stated in Rule 21.1 (i) to (v) above shall be delivered personally or sent by mail or electronic media to each member as the address as shown by the records of the Federation. If mailed, such notice and the relevant documents shall be deemed to be delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic media, the notice and the relevant documents shall be deemed to be delivered when the notice with the relevant documents is tagged sent by the software. (w.e.f. 9 January 2017)
       
21.3 The quorum for an Annual General Meeting shall be 20 Nominees. Voting at the Meeting shall be by a show of hands. Each Member shall have one vote. The Chairman of the Meeting shall have an original as well as casting vote. No decision of the Meeting shall be valid unless passed by a majority of those present and voting.
       
21.4 Voting by Ordinary Members for the purpose of election to the Council shall be by secret ballot if a motion in that behalf is duly proposed, seconded and approved by a simple majority of Ordinary Members present and voting.

The provision of Rule 21.3 (above) shall apply in all other respects mutatis mutandis.
       
21.5 An Extraordinary General Meeting of the Members may be convened at any time by the Council to determine the views of the Members on any matter affecting the interests of the Federation or shall be convened by the Council upon the requisition in writing of at least 20 Nominees. The provisions of Rule 21.2 shall apply pari passu to an Extraordinary General Meeting.
     
21.6 (i) If half an hour after the time appointed for an Annual General Meeting a quorum is not present, the meeting may be postponed to a date not exceeding 30 days to be decided by the Council and to the same time and place, if a quorum is not present half an hour after the time appointed for the postponed meeting, those present shall have power to proceed with the business of the day, but they shall not have power to amend the Constitutional Rules or to make decision affecting the whole membership.
     
  (ii) The provisions of Rule 21.6(i) above shall apply also to an Extraordinary General Meeting, but with the proviso that if no quorum is present after half an hour from the time appointed for an Extraordinary General Meeting requisitioned by the Nominees, the meeting shall be cancelled and no Extraordinary General Meeting shall be requisitioned for the same purpose until after a lapse of at least 6 months from the date thereof.
       
21.7 Not less than 21 days notice shall be given of the Extraordinary General Meeting and the provisions of Rule 21.2 shall apply pari passu to an Extraordinary General Meeting. (w.e.f. 9 January 2017)
   
   
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Rule 22 : Staff
       
22.1 The Council shall have power to appoint any person as the Chief Executive of the Federation, who may be designated by any suitable title approved by the Council for such period at such salary and on such conditions as may from time to time be determined by the Council and he shall act under the general directions of the President or, in his absence, a Vice President and shall be responsible only to the Council for the execution of the decisions, policies and objects of the Federation and, save as herein provided, he shall not be obliged to carry out any wishes or instructions of Members or Nominees.
       
22.2 The Chief Executive
  The Chief Executive shall be ex-officio Secretary of the General Meeting and Council but shall not be entitled to vote.

It shall be the responsibility of the Chief Executive to keep a record of membership, record of attendance at meetings, send out notices of meetings of Council and General Meetings and record and prepare minutes of such meetings and to perform such other duties as directed by the President and/or the Council. He shall be responsible for the day to day supervision of the office and staff of the Federation.
       
22.3 The Council shall have power to appoint such other staff as may be necessary upon such terms and conditions as to salary and otherwise as the Council may see fit.
       
22.4 The Chief Executive and staff are paid employees of the Federation and the appointment of such paid employees may be terminated by the Council subject to the terms and conditions of their appointment.
   
   
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Rule 23 : Committees
       
23.1 Constitutional Committees
  The Council shall appoint at its first meeting to be held immediately after each Annual General Meeting at which elections are held the following Constitutional Committees. Each Constitutional Committee shall consist of not more than 5 Council members:-
       
  Audit Committee
    An Audit Committee which shall ensure the adequacy and integrity of the Federation’s internal control and risks management systems including the compliance with all applicable law and regulations.

A person who sits on the Audit Committee shall not sit on the Finance Committee.
       
  Establishment Committee
    An Establishment Committee which shall be responsible for all matters related to the appointments of the staff of the Federation, their terms, conditions and tenure of service.
       
  Finance Committee
    A Finance Committee which shall be responsible for all matters pertaining to the income and expenditure of the Federation.

A person who sits on the Finance Committee shall not sit on the Audit Committee.
       
  Membership Committee
    A Membership Committee which shall be responsible for all matters pertaining to membership in the Federation.
     
23.2 Standing Committees
  The Council may appoint from within its membership such Standing Committees as may be desirable to give effect to its Vision, Mission, Objects and policies from time to time. Each Standing Committee shall consist of not more than 5 members but may co-opt such other persons from within the Federation’s membership but not exceeding 4.

Viz. :-
    a Human Resource Best Practices Committee
       
    an International Relations Committee
       
    a Public Relations Committee
       
    a Training and Research Committee
       
23.3 Unless specifically authorised, all decisions of the Committees shall be submitted to the Council for approval prior to implementation.
   
23.4 Ad Hoc Committees
  Notwithstanding the provisions of Rule 23.1 above, the Council shall have the power to appoint one or more Committees for any purpose or purposes general or special to be specified in the resolution appointing each of such Committees and every such Committee shall conform with any direction that may from time to time be given by the Council. In all such Committees a member of the Council shall be the Chairman. Decisions and/or recommendations of the Committee so appointed shall be submitted to the Council for prior approval before implementation.
       
23.5 Industrial Relations Panel
  Subject to the provisions of Rule 23.2 above, there shall be an Industrial Relations Panel to consider all industrial relations matters and such other matters as may be referred to it by Council. The Industrial Relations Panel shall be constituted by such number of representatives from Trade/Industry Groups and Association Members as may be decided by the Council. The Council may also nominate to the Panel such additional persons who are engaged in the field of Human Resource management and/or industrial relations as it deems fit.

Recommendations of the Industrial Relations Panel shall be submitted to the Council for prior approval before implementation.
   
   
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Rule 24 : Casual Vacancies
       
24.1 Any casual vacancy occurring on the Council by reason of the death, retirement, absence from Malaysia or other disability of any member thereof may be filled as follows:-
     
  (a) in the case of an Association Member, by a Nominee of the Association Member concerned.
     
  (b) in the case of an Ordinary Member, by the Nominee who obtained the next highest number of votes at the election to the Council at the previous Annual General Meeting at which elections are held. In the event no such person is available the Council may appoint a member on the proposal of the President.

Any person or persons appointed to the Council in accordance with these Constitutional Rules shall hold office until the next Annual General Meeting of the Federation at which elections are held.
       
       
24.2 Any member of the Council who shall without the consent of the Council have been absent from three consecutive meetings of the Council shall ipso facto relinquish office as a member of the Council.
       
24.3 It shall be competent for the Council, by resolution of a majority of its members present, to declare vacant the office of any member of the Council, or any Committee, if such member:-
     
  (i) becomes bankrupt or insolvent or makes an assignment for the benefit of his creditors or compounds with his creditors; or
     
  (ii) becomes lunatic or of unsound mind; or
     
  (iii) in the opinion of a majority of the Council (after affording such Member a reasonable opportunity of being heard in his defence) has infringed any of these Constitutional Rules or Bye-Laws of the Federation or order of the Council or is deemed guilty of any conduct which the Council may consider to be dishonourable, or inconsistent with his position as a member of the Council or any Council or any Committee or calculated to bring discredit on the Federation, or to be otherwise inimical to its interests; or
     
  (iv) from any cause whatsoever ceases to be a Nominee or Representative of a Member; or
     
  (v) in writing resigns from the Council or any Committee thereof; or
     
  (vi) is the Nominee of an Employer or an Employer’s Organisation that has served notice of intention to resign in accordance with Rule 15.1.
   
   
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Rule 25 : Assets
       
25.1 Funds
  All money or funds of the Federation as received shall be paid into an account maintained at the branch of any licensed financial institutions selected by the Council in the name of the Federation. All disbursements on that account shall be signed by any two of the following:-
       
  President
       
  A Vice President
       
  Honorary Treasurer
       
  Executive Director
     
25.2 Property
  All immovable property of the Federation shall be vested in the name of the Federation. All instruments relating to that property shall be executed by the President, a Vice President and the Hon. Treasurer for the time being of the Federation. Their appointment shall be authenticated by a certificate of the Registrar of Societies and sealed with the seal of the Federation.

The immovable property of the Federation 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 Council.
   
   
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Rule 25a : Reserve Fund
       
(Deleted w.e.f. 21 May 2010)
   
   
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Rule 26 : Indemnity
       
26.1 If any prosecution, action or suit at law be commenced against any member or members of the Council, the Chief Executive or any staff or agent of the Federation, for anything done by him or them in the proper or reasonable discharge of their duty, such person or persons shall be defended and indemnified by and at the cost of the Federation from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the Council is hereby empowered to apply the property and funds of the Federation for such purpose as may be directed by the Council from time to time.
     
26.2 Insurance
  The Federation may purchase insurance policies in any such sums as may be necessary to keep the Federation, members of the Council, the Chief Executive or any staff or agent of the Federation fully indemnified for all costs, damages and expenses which may be incidental to or result from any of the matters in Rule 26.1 above and any deductibles for claims under such policy of insurance shall be paid from the Federation’s expenses along with such premiums, as may be decided by the Council from time to time. The Chief Executive shall ensure that the Federation is at all times in full compliance with the terms of such policy of insurance including conditions precedent thereto.
   
   
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Rule 27 : Arrears
       
27.1 Any Member failing to pay a levy within two months after notification thereof has been posted to him by the Chief Executive, or being in arrears 3 months with subscription, shall cease to be entitled to the rights and privileges of membership. In default of payment of the amount of any levy and/or subscription within one month of final demand under the hand of the Chief Executive, such Member shall ipso facto cease to be a Member of the Federation and shall thereupon cease to have any interest in the funds and/or property of the Federation.
     
27.2 Upon any application for re-admission by a Member whose membership had ceased under the provision of the preceding paragraph, the Council may require payment of the whole of the arrears as a condition precedent to re-admission.
   
   
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Rule 28 : Application of Funds
       
28.1 The funds of the Federation shall be applied by the Council in payment of salaries, wages and allowances, contributions to any provident fund scheme or other retirement benefits of the employees of the Federation and of the usual office and other expenses of the Federation and in furtherance of the objects of the Federation. Any funds of the Federation not immediately required for any of the aforesaid purposes may be invested by the Council as aforesaid in and upon any of the investments for the time being authorised by law.

Such application of funds shall be in accordance with financial procedures approved by the Council from time to time.
     
28.2 Any consent, instruction, direction, or notice given by the Council or by any person or persons acting or purporting to act as members or officers of the Council or by any Committee thereof shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such member, officer or person or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member or officer of the Council or any such Committee thereof.
   
   
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Rule 29 : Accounts
       
29.1 The accounts of the Federation shall be in the charge of the Chief Executive subject to the overall directions of the Honorary Treasurer. They shall be audited at least once a year in respect of the period of the previous official year of the Federation. Copies of the audited accounts together with any Report submitted by the Auditors shall be sent to all Members prior to the Annual General Meeting.
   
   
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Rule 30 : Inspection of the Books
       
30.1 The Register, the books of accounts, the last Balance Sheet, the Statement of Receipts and Payments and the Income and Expenditure Account of the Federation shall be open to inspection by any Member by appointment at the office of the Federation at all reasonable times.
   
   
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Rule 31 : Alteration of Rules
       
31.1 Any proposed alteration, addition or amendments to these Constitutional Rules of the Federation shall be submitted to the Council duly proposed and seconded in writing. The Chief Executive shall thereupon circulate the same to members of the Council which shall make its recommendations thereon and place such proposals and recommendation before the next Annual General Meeting or Extraordinary General Meeting of the Federation to consider and if thought fit to adopt such proposals with or without modification. The notice convening any such meeting shall set forth the mover’s proposals, any reasons therefore which he may have given and the recommendation of the Council in connection thereto. Any proposal which is adopted by resolution and passed by a majority of Nominees present and voting shall be valid and binding upon all Members of the Federation. No amendments shall be enforced without the prior approval of the Registrar of Societies.
   
   
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Rule 32 : Notice to Members
       
32.1 All notices sent or required by these Constitutional Rules to be sent to the Members shall be deemed to have been duly served if sent by the Federation either personally or through the post or through the electronic media, addressed to Members at the address as shown in the Register. If mailed, such notice and the relevant documents shall be deemed to be delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic media, the notice and the relevant documents shall be deemed to be delivered when the notice with the relevant documents is tagged sent by the software. (w.e.f. 9 January 2017)
   
   
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Rule 33 : Dissolution
       
33.1 The Federation may be voluntarily dissolved if not less than three-fourths of the Ordinary Members and three-fourths of the Association Members support in writing a circular-resolution to that effect. In the event of the Federation being dissolved as herein provided, 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 by the general membership.
   
   
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