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  Constitution

The Association of Specialists in Private Medical Practice, Kuala Lumpur and Selangor, MALAYSIA
(
Persatuan Pakar Amalan Perubatan Swasta Kuala Lumpur dan Selangor)

  1. Click to enlargeARTICLE 1
  2. ARTICLE II - OBJECTIVES AND POWERS
  3. ARTICLE III - MEMBERSHIP
  4. ARTICLE IV - SUBSCRIPTIONS
  5. ARTICLE V - PRIVILEGE OF MEMBERSHIP
  6. ARTICLE VI - TERMINATION OF MEMBERSHIP
  7. ARTICLE VII - MANAGEMENT OF THE ASSOCIATION
  8. ARTICLE VIII - OFFICERS OF THE ASSOCIATION
  9. ARTICLE IX - GENERAL MEETINGS OF THE ASSOCIATION
  10. ARTICLE X - TRUSTEES
  11. ARTICLE XI - PRESS RELEASES
  12. ARTICLE XII - AFFILIATION
  13. ARTICLE XIII - DISSOLUTION OF THE ASSOCIATION
  14. ARTICLE XIV - AMENDMENTS TO THE CONSTITUTION
  15. ARTICLE XV - RIGHTS AND OBLIGATIONS OF MEMBERSHIP
  16. BY-LAW I - MANAGEMENT OF THE ASSOCIATION
  17. BY-LAW II - OFFICERS OF THE ASSOCIATION
  18. BY-LAW III - ANNUAL GENERAL MEETING OF THE ASSOCIATION
  19. BY-LAW IV

SIJIL PENDAFTARAN (enlarged view)


  1. ARTICLE 1

  1. NAME

    The Association shall be called
    Persatuan Pakar Amalan Perubatan Swasta Kuala Lumpur dan Selangor
    (The Association of Specialists in Private Medical Practice Kuala Lumpur and Selangor)

    and is referred to hereafter in these Rules as "The Association"

  2. ADDRESS

    The Association shall have a registered place of business from which and to which communications may be addressed.

    Its place of business is: Suite 17, Pantai Medical Centre, No.8, Jalan Bukit Pantai, 59100 Kuala Lumpur.

    and shall not be changed except by a resolution of the Council of the Association or of a General Meeting of the Association and the prior approval in writing of the Registrar of Societies.

  3. MOTTO

    Excellence in Service


  1. ARTICLE II - OBJECTIVES AND POWERS

  1. OBJECTS:

    The Objects of the Association are:

  1. To promote and maintain the honour, dignity, integrity and traditions of the profession of medicine in all its branches and in every one of the recognised specialties, and to help promote and sustain the professional codes and standards of medical ethics.

  2. To safeguard the professional and practice rights and interests of all clinical specialists in private specialist practice in both private clinics and private hospitals, while protecting the interests of the patients, their family and the community.

  3. To serve as the integrated voice of the clinical specialists in relation to educating and directing public opinion as the advocates of accessible and affordable specialist healthcare for the patient, family and the community at large.

  4. To serve as the integrated voice of the clinical specialists in their own special problems in relation to professional, administrative and welfare and in any other matters, in negotiations and discussions with the administrators, management, directors and owners of private healthcare facilities, or their agents, and to advise them as and when necessary.

  5. To serve as the official body representing the members in private practice in all dealings and discussions with the Government, related medical professional and Non-Governmental Organisations and other such bodies, in matters of rights and privileges, and to advise them as and when necessary.

  6. To participate in the conduct of continuing professional development and continuing medical education and training of members of the medical profession and ancillary services, and to cooperate with relevant authorities in the integration of such objectives.

  7. To ensure affordable, accessible, equitable, appropriate and quality care in private healthcare facilities, cognisant of the fact that the essence of the medical profession is service to those who need and seek such care.

  1. POWERS

    In the pursuit and furtherance of the Objectives, the Association shall have the following powers:

  1. To arrange periodic meetings of the members or any segment thereof.

  2. To take proactive and affirmative steps as and when necessary to project the objects and interests of the Association and the rights of its members in dealing with the Government, healthcare facilities and related organisations.

  3. To prepare and publish scientific papers, journals and other publications, with the prior approval of the authority concerned.

  4. To acquire property by purchase, build or lease or otherwise occupy premises, to deal with such property; to invest such liquid assets as it may have and in a proper case borrow as may be necessary.

  5. To create a special account or accounts, payments from which shall be at the absolute discretion of the Council, to assist members of the Association, or their dependents, provided that no mutual benefit activities as defined under Section 2 of the Societies Act 1966 may be carried out by the Association.

  6. To collect or otherwise acquire sums of money for educational, scientific and charitable purposes and to establish, manage and maintain a Foundation Fund for such purposes.

  7. To form specific committees composed of the members of the Association to conduct and manage the above powers as directed by the Council and to report to Council periodically on their progress.


  1. ARTICLE III - MEMBERSHIP

  1. The members of the Association shall consist of the following categories:

  1. Founder Membership

    Founder Membership of the Association will be a one-time category open exclusively to all those clinical specialists who fulfil the criteria of Ordinary Membership and who were personally present at the Inaugural General Meeting of the Association held on Sunday 7th May 2000. Founder members will enjoy all privileges and rights of Ordinary Members, until such time the General Body of the Association reviews or revises such privileges and rights.

  2. Ordinary Membership

    Ordinary Membership shall be open to every clinical specialist, as defined in a Specialist Register, or as specified in the Government Gazette, working in a private healthcare facility in Kuala Lumpur or Selangor. Such a clinical specialist must be a medical practitioner registered or provisionally registered or conditionally registered in the Register kept by the Registrar of Medical Practitioners and those terms shall have the meaning assigned to them by the Medical Registration Ordinance currently in force.

  3. Life Membership

    Life Membership of the Association shall be open to Ordinary Members who, in place of annual subscriptions to the Association, shall have contributed an amount equal to 10 times the current annual subscription, in total or divided contributions as determined by the Council.

  4. Honorary Membership

    The Association may confer Honorary Membership on those persons who, whether or not registered in the Medical Register, have rendered meritorious service in the cause of Medicine and associated science, or have contributed positively to the furtherance of the objectives of the Association. They shall enjoy all the privileges of the Association but shall have no voting rights and shall not hold office in the Council or its Committees..

  5. Exempt Membership

    Exempt Membership shall be open to clinical specialists who have been Ordinary Members in good standing and who have attained the age of 65 years and/or have retired from active practice, whichever is the earlier. They shall enjoy all the privileges of the Association but shall have no voting rights and shall not hold office in Council or its Committees.

  6. Associate Membership

    Associate Membership shall be open to clinical specialists who would qualify in all respects as Ordinary Members, but who are practising in corporatised government hospitals or in university hospitals and who are practising on a part-time basis in private clinics or private hospitals, or who are otherwise interested in becoming members of the Association. They shall enjoy all the benefits and privileges of Ordinary Members, but will have no voting rights and will not be enrolled to hold office in committees of the Association. Such Associate Members shall be eligible for transfer to the roll of Ordinary Members upon leaving the corporatised hospitals or university hospitals to practice fully in a private healthcare facility.

  1. Applications for Ordinary, Exempt and Associate Membership shall be made in a prescribed form and subjected to the approval of the Council.


  1. ARTICLE IV - SUBSCRIPTIONS

  1. The Annual Subscription payable by Ordinary members shall be RM100.00 (Ringgit One Hundred) only. Honorary and Exempt members shall be excluded from payment of subscriptions.

  2. The subscriptions shall become due and payable on the 1st January of each year without any notice from the Association and shall become an undischarged debt due to the Association on the 31st December of the same year.

  3. A member in benefit is a member who is not in arrears of subscriptions for not more than 24 months; provided that a member in arrears for more than twenty four (24) months on the 1st of January shall automatically cease to be a member under Article VI 1(ii)


  1. ARTICLE V - PRIVILEGE OF MEMBERSHIP

  1. The privilege of membership for Ordinary and Exempt members is the participation in all activities arranged or organised by the Association including the Council and its committees, in the context of the objectives of the Association, full and adequate notice being given to each member of all such activities.

  2. Honorary members and Associate Members will enjoy all the privileges of Ordinary/Exempt membership except that of voting or holding office in the Council or its committees.


  1. ARTICLE VI - TERMINATION OF MEMBERSHIP

  1. Termination of membership shall take place in any one or more of the following ways:

  1. By clear intention expressed in writing to resign membership for whatever cause.

  2. Automatically on the 1st January of that year when the members annual membership subscription falls into arrears for more than twenty-four (24) months.

  3. Automatically on the day the name of the member is removed from the Medical Register maintained by the Malaysian Medical Council.

  4. By expulsion by the Association acting in accordance with the procedure prescribed by the Code of Ethics prescribed the Malaysian Medical Council and any other Rules prescribed by the Medical Act 1973 and the Private Healthcare Facilities and Services Act 1998 and by the Association and binding on all members.

  5. By expulsion by the Council after due inquiry for any conduct or any action detrimental to the honour and integrity of the medical profession or of the Association.

  1. Provided however:

  1. Resignation shall not affect any liability to pay the subscription due and payable as on the date of such resignation.

  2. The Council may in its absolute discretion restore membership terminated under (1) (iii) above upon being satisfied that there were good reasons for the subscription having fallen into arrears, and a tender of all such arrears having been made.

  3. In the event of the member being restored to the Register of the Association by the Council he/she shall automatically resume such membership subject to payment of all subscriptions and debts due and payable to the Association.

  4. (a) Two (2) years after a member has been expelled from the Association under Article VI(1) (iii), (iv) and (v) and Article VI (3), the member may apply to Council for reinstatement and restoration of his/her membership privileges and make a case for this in writing.

    (b) The Council after studying the member's representations and interviewing the member may restore his/her membership or reject his/her application without assigning any reason.

    (c) The member may appeal against the decision of the Council to a Special General Meeting or the Annual General Meeting to reinstate him/her and the decision of the General Meeting shall be final.


  1. ARTICLE VII - MANAGEMENT OF THE ASSOCIATION

  1. Council

    There shall be a Council of the Association which shall function as the principal body of the Association within the guidelines set out in the Articles and By-Laws of the Association.

  2. Composition of Council

  1. the Council shall consist of the following office-bearers and members

  1. President

  2. Vice-President

  3. Honorary General Secretary

  4. Honorary General Treasurer

  5. Four Ordinary Council members

who shall hold office until the next Annual General Meeting.

  1. All members of the Council and officers who perform executive functions in the Association shall be Malaysian citizens.

  1. Council Meetings

  1. The Council shall meet at least four (4) times a year preferably at quarterly intervals and shall make its own Rules of Procedure for its meetings, where there is no provision in the Constitution.

  2. The President shall preside at all meetings of the Council unless he is disabled by sickness, absence from Malaysia or other cause, and in his absence thereof the Vice-President shall preside and in the absence of both, the members present shall elect a Chairman to preside over that particular meeting.

  3. The quorum for a Council meeting shall be five (5) of the Council members.

  4. At least two (2) weeks before the date fixed for the Council Meeting, the Honorary General Secretary shall inform all members of Council in writing of the date, time and venue for the meeting. In the event of an emergency, the Honorary General Secretary may give a shorter notice after approval by the President.

  1. Other Committees:

  1. The Council shall have powers to appoint other Committees and shall decide their Terms of Reference.

  2. The quorum for meetings of the Committees, for which adequate notice has been given, should not be less than half the number of members comprising the Committee.

  3. The notice for all Committee meetings shall be one (1) week before the meeting.

  1. Vacancies

    The Council may fill vacancies in the Council and committees of the Council which are permanent. No decisions of the Council or Committees recorded or taken without the vacancy being filled shall be invalid solely for the reason that the Council or that Committee of Council for the time being was not fully constituted in accordance with these Rules.


  1. ARTICLE VIII - OFFICERS OF THE ASSOCIATION

    There shall be the following officers of the Association, namely a President, Vice-President, an Honorary General Secretary, an Honorary General Treasurer and four Members. The officers aforesaid shall be elected in such manner and shall hold office for such term, and shall have and enjoy such duties, powers and privileges as shall be determined from time to time by the By-Laws.


  2. ARTICLE IX - GENERAL MEETINGS OF THE ASSOCIATION

  1. The Annual General Meeting

  1. The Annual General Meeting of the Association is the Principal Body of the Association to administer the Association. The Annual General Meeting shall be held before the 30th June each year at a convenient venue, for the following purposes:

  1. To confirm and discuss matters arising from the minutes of the previous Annual General Meeting and Special General Meetings held the previous year.

  2. To receive from the Council and to adopt a report of the activities of the Association during the year preceding.

  3. To receive from Council and to adopt an audited Statement of Accounts for the preceding year ending 31st December together with reports of the Internal and External Auditors and the budget for the current year.

  4. To elect a President.

  5. To elect a Vice-President.

  6. To elect an Honorary General Secretary

  7. To elect an Honorary General Treasurer

  8. To elect four ordinary Council Members

  9. To elect two (2) Honorary Auditors and appoint the External Auditors for the ensuing year

  10. To decide on any Resolution to amend the Constitution and on other Resolutions which have been duly submitted to the meeting as provided for under sub-section 1 (iii) of this Article.

  1. At least six (6) weeks before the date fixed for the Annual General Meeting of the Association, the Honorary General Secretary shall inform all members in writing of the date, time and the place fixed for the Meeting and he shall draw their attention to subsection 1(iii) of this Article.

  2. Any member desirous of moving any resolution at the Annual General Meeting shall give notice in writing duly proposed and seconded thereof to the Honorary General Secretary not less than three (3) weeks before the date of such meeting.

  3. At least fourteen (14) days before the Annual General Meeting of the Association, the Honorary General Secretary shall notify all members of the agenda to be transacted at the Meeting. This shall include a report of the Association, the accounts for the financial year and any resolutions which members have indicated their intention of proposing under the previous sub-section of the Article.

  4. All items on the Agenda for the Annual General Meeting shall be open for discussion by all members present, but voting on any item shall be confined to accredited delegates only.

  1. Special General Meeting

  1. A Special General Meeting of the Association shall be convened by the Council at any time for any special reason.

  2. Upon the receipt of a requisition in writing from at least 20 (twenty) Ordinary and Life Members in benefit and Exempt Members of the Association, stating the purpose in the form of one or more resolutions but devoted to one single topic in each resolution for which they require a Special General Meeting to be convened, the Council shall within fourteen (14) days notify all members of the date, time and venue fixed for the Special General Meeting.

  1. Notice summoning a Special General Meeting shall be sent to all members not less than fourteen days before the date fixed for such a meeting and shall state the business to be discussed at the meeting.

  2. No business shall be dealt with by a Special General Meeting other than that for which it is specially convened.

  1. Quorum

  1. The quorum at all General Meetings of the Association shall be twice the number of Council members.

  2. In the event of a lack of quorum on the day fixed for the Annual General Meeting, the President shall postpone the Annual General Meeting to a day not earlier than fourteen (14) days and not later than one (1) month from that day. At the postponed Annual General Meeting, the members present (whatever their numbers) shall constitute a quorum, provided that no amendments to the Constitution of the Association shall be made if there is insufficient quorum.

  3. (a) In the event of a lack of quorum at a Special General Meeting called by the Council the procedure shall be as in Article 4 (iii).

    (b) In the event of a lack of quorum at a Special General Meeting summoned at the request in writing by twenty Ordinary Members and Exempt Members, then the President shall declare the meeting dissolved and no such Special General Meeting shall be convened for the same purpose for a period of six (6) months.

  4. No vote shall be taken on any business transacted at General Meetings unless there is a quorum present.


  1. ARTICLE X - TRUSTEES

  1. All properties of the Association in so far as they relate to immovable property shall be vested in at least four (4) Trustees elected by the Association at a General Meeting.

  2. Trustees shall not be members of Council.

  3. Any or all of the Trustees may be removed from office by a resolution passed by a two-thirds majority at a General Meeting.

  4. Trustees shall not certify or sign documents of purchase, sales or mortgage of immovable properties of the Association, unless a resolution to purchase, sell or mortgage the property has been adopted by a majority of two-thirds of the votes of members present at an Annual General Meeting or Special General Meeting of the Association. Resolutions adopted at a postponed general meeting shall not be binding on the Trustees if the quorum present at that postponed meeting was less than the quorum prescribed in Article IX (4) (I).


  1. ARTICLE XI - PRESS RELEASES

    No press release may be made in the name of the Association or Committee of the Association except by the President of the Association, or by the Honorary General Secretary when authorised by the President or by the Council of the Association, or by a member of Council who has been previously appointed by the Council to serve as its Public Relations Officer.


  2. ARTICLE XII - AFFILIATION

    The Association may be affiliated or associated with other Associations within or outside Malaysia devoted to objects substantially similar to those of the Association. Any step in this direction shall be taken by a decision of the Council and approved by a General Meeting.


  3. ARTICLE XIII - DISSOLUTION OF THE ASSOCIATION

  1. The Association may not be dissolved, except with the consent of not less than three-fifths of the Ordinary/Life/Exempt Members of the Association expressed, either in person or by proxy, at a General Meeting convened for the purpose, or by postal vote.

  2. In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged and the remaining funds shall be divided either equally amongst members or transferred to a charitable or any other organisation in Malaysia as decided by the majority of the members at a General Meeting convened for the purpose of Dissolving the Association as decided by a postal vote of all the members.

  3. Notice of the Dissolution shall be given within fourteen (14) days of dissolution to the Registrar of Societies.


  1. ARTICLE XIV - AMENDMENTS TO THE CONSTITUTION

  1. This Constitution including the Articles and By-Laws, may be amended, altered or added to after approval at a General Meeting of the Association provided the appropriate notice had been given as in Article IX (1) (iii).

  2. Any such amendments, alterations or addition shall require to be passed by a majority of two-thirds (2/3) of the members present and voting and provided a quorum is present.

  3. Any amendments to the Constitution of the Association shall be submitted to the Registrar of Societies within sixty (60) days of being passed by the General Meeting and enforced after being approved by the Registrar of Societies.


  1. ARTICLE XV - RIGHTS AND OBLIGATIONS OF MEMBERSHIP

  1. Save so far as determined by the Constitution, the rights and obligations of every category of membership, the appointments, duties, powers and privileges of all Officers, and of all Council and Committees and governing and administrative bodies of the Association, shall be such as may from time to time prescribed or determined by or in accordance with the By-Laws. The By-Laws may from time to time be added to, amended, altered or repealed by a decision of the Council and approved by a General Meeting.

  2. Amendments to the By-Laws of the Association shall be enforced after being approved by the Registrar of Societies.


  1. BY-LAW I - MANAGEMENT OF THE ASSOCIATION

  1. COUNCIL

    It shall be the duty of the Council to administer the affairs of the Association within the guidelines as set out in the Articles and By-Laws of the Association.

  2. DUTIES AND POWERS OF THE COUNCIL

  1. The Council shall have the power to appoint, pay and dismiss any staff employed by the Association.

  2. The Council shall authorise and approve every item of expenditure above RM2,000/- and below RM10,000/- from the funds of the Association. The Honorary General Treasurer or the Honorary General Secretary are authorised to approve every item of expenditure below RM2,000/-, the Executive Committee shall approve every item of expenditure between RM1,000/- -RM2,000/-. A General Meeting shall approve by a two thirds majority, every item of expenditure above RM50,000/-.

  3. The Council shall allocate periodically to the Honorary General Treasurer and the Honorary General Secretary an imprest of RM500/- each to be used for the management expenses of the Association, and all expenses incurred from the imprest shall be submitted to the Council for approval.

  4. All proposals by Council to purchase, sell, mortgage or pledge any immovable property belonging to the Association shall be referred to a General Meeting of the members for approval.

  5. The Council shall act on behalf of the Association in all matters whereon this Constitution and Rules do not expressly provide otherwise.

  6. The Council shall on any question of major importance decide whether a postal vote shall be taken to assess the opinion of the general body of members.


  1. BY-LAW II - OFFICERS OF THE ASSOCIATION

  1. THE PRESIDENT

  1. The President shall take the Chair at all General Meetings of the Association and all meetings of the Council.

  2. The President shall have the right to call meetings of the Council.

  3. The President shall have a casting vote in addition to his vote as member.

  1. THE VICE-PRESIDENT

    All duties, powers and responsibilities of the President shall, in his absence, devolve upon the Vice-President.

  2. THE HONORARY GENERAL SECRETARY

  1. The Honorary General Secretary shall be the chief executive officer of the Association, shall have the duty in consultation with the President, of calling meetings of the Council and General Meetings of the Association, shall have custody of the Minute Books of the Association, shall conduct all correspondence of the Association under the direction of the Council and the President. He shall keep a register of all members of the Association.

  2. The Honorary General Secretary shall be duly registered with the Registrar of Societies as the Public Officer of the Association. He shall sue and be sued on behalf of the Association on any legal matters.

  3. Minutes: The Honorary General Secretary shall make a summary record of all General Meetings which shall be approved by the President and then circulated to all members within one (1) month of the meeting. Any amendments should be sent within fourteen (14) days of receipt of minutes of such meetings.

  4. The Honorary General Secretary may be given such clerical and other assistance as the Council may from time to time decide.

  1. THE HONORARY GENERAL TREASURER

  1. The Honorary General Treasurer shall be the custodian of the finances and accounts of the Association, shall collect the Annual Subscriptions or other income of the Association, pay all its outgoing expenses, and prepare a general statement of accounts as at the end of each year for submission to the next succeeding Annual General Meeting of the Association. All the income of the Association shall be deposited in a bank or banks approved by a resolution of Council all cheques shall be signed by any two of the following three members of Council, namely, the President, the Honorary General Treasurer and one other member of Council.

  2. The Honorary General Treasurer may be given such clerical and other assistance as the Council may from time to time decide.

  1. ORDINARY COUNCIL MEMBERS

    The four (4) elected members of Council may be given duties from time to time as decided and directed by the President or the Council.

  2. VACANCY

    In the event of a vacancy amongst any of the following:

  1. President - The Vice-President shall take over as acting President for the remaining term of office.

  2. Vice-President - The position shall remain vacant.

  3. Honorary General Secretary - An officer of the Council shall be appointed by Council to act as Honorary General Secretary for the remaining term of office.

  4. Honorary General Treasure - An officer of the Council shall be appointed by Council to act as Honorary General Treasurer for the remaining term of office.

  5. Member(s) of Council - The position shall remain vacant.


  1. BY-LAW III - ANNUAL GENERAL MEETING OF THE ASSOCIATION

  1. The venue for the Annual General Meeting shall be at a convenient centre, on a day and date decided by the Council, at least four (4) weeks before the expiry of its annual term of office, and not later than the 30th day of June of the current year.

  2. The Council may appoint an Organising Committee for the purposes of organising the Annual General Meeting. The Organising Committee shall organise the Meeting in accordance with stipulations of the Council and be responsible for the conduct of the Meeting and any other programmes decided by the Council to be held during the Meeting.

  3. Other Programmes: The Organising Committee may also organise in conjunction with the Annual General Meeting one or more of the following programmes:

  1. Scientific meetings, forums or seminars on current issues affecting the profession. The participants of this will be at the discretion of the Organising Committee and the Council.

  2. Trade or scientific exhibitions

  3. Social programmes for members, ladies and children, and visits and tours, etc.

  1. The Honorary General Secretary may assist the Organising Committee in raising funds through advertisements in the souvenir programme or through appeals.

  2. All accounts of income and expenditure in the organisation of the Annual General Meeting shall be presented to the in-coming Council not later than one (1) month from the conclusion of the Annual General Meeting.


  1. BY-LAW IV

    DUTIES OF EXTERNAL AUDITORS


    The External Auditors shall make a professional audit of the accounts of the Association, twice a year and report to the Council on the standards and correctness of account keeping. The auditors shall inspect the Association's records to ensure that all expenditure was authorised, and all dues were collected.

    DUTIES OF HONORARY AUDITORS

    The Honorary Auditors shall inspect the financial books of the Association, the minutes authorising expenditure, the records of the assets of the Association, and shall submit a report to the Association Annual General Meeting, after a copy has been extended to the Council and the External Auditors. Such a report shall include the following items:

  1. The Association's accounts to ensure that the administration is cost effective.

  2. The budget control.

  3. How the manpower, materials and other Association resources were used.

  4. Any waste, misuse, losses of the Association's resources and property.

  5. The purchases made by the Association to ensure that prices paid were reasonable.

The Honorary Auditors shall investigate irregularities and make recommendations to Council.




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