Constitution

The New format of the Constitution that followed and approved by The Registry of Societies Malaysia (ROS). The latest version with the amendments proposed and adopted at the 99th Meeting of the Governing Council of the Road Engineering of Asia and Australasia in Bali, Indonesia in 22 April 2014.

THE ROAD ENGINEERING ASSOCIATION OF ASIA AND AUSTRALASIA

Hereinafter referred to as the Association.

–

Lain-lain

OFFICE OF THE DIRECTOR-GENERAL OF PUBLIC WORKS PUBLIC WORKS DEPARTMENT, HEAD QUARTERS JALAN SULTAN SALAHUDDIN, 50582 KUALA LUMPUR, WILAYAH PERSEKUTUAN KUALA LUMPUR

or at such other place as may from time to time be decided by the Committee; and the postal address is

NO.46B, JALAN BOLA TAMPAR 13/14 SECTION 13, 40300 SHAH ALAM, SELANGOR

The registered and postal addresses shall not be changed without the prior approval of the Registrar of Societies.

The objectives of the Association shall be:-

a) To promote and advance the science and practice of road engineering and related professions.

b) To encourage communication between persons charged with the technical responsibility for the planning, design, construction and maintenance of roads and allied structures.

c) To obtain and diffuse among the members, information on road engineering and related matters affecting the profession, and to print, sell, publish, issue and circulate the records of transactions of the Association or any papers, periodicals, books, circulars and other literary undertakings or any extracts therefrom as may seem conducive to any of these objects.

d) To educate and seek to improve, extend and elevate the technical and general knowledge of members and persons concerned with road engineering.

e) To serve as a focal point for exchange of ideas related to road engineering.

f) To conduct, encourage and collate research in road engineering.

g) To establish, form and maintain an index of available or existing literature and articles of interest in connection with road engineering.

h) To co-operate, as may seem conducive to any of these objectives, with national and international organisations and to support and supplement their work.

Membership in the Association shall be opened to persons or organisations whose duties and activities respectively are such as to cause them to be interested in the science and practice of road engineering.
Membership in the Association shall be of six grades: Honorary, Life, Ordinary, Institutional, Affiliate and Associate.

A person of outstanding eminence and long experience in the science and practice of some phase of road engineering who has contributed outstanding services to the Association may be elected to Honorary Membership by the recommendation of the Council and the approval by members carrying a simple majority vote by ballot.

Life membership can be obtained by payment of an upfront fee, or by being active for more than 15 years and has reached 65 years of age.

A person who is professionally qualified or who has a minimum of five years experience in road-related fields and who is actively involved in the science and practice of road engineering.

Professional institutions, associations, firms, companies, organisations or other similar bodies whose activities include the science and practice of road engineering or sho are concerned with road engineering and related professions.

An institution, association or organisation whose main objectives are similar to those of the Association and who are willing to reciprocate a similar class of membership with the Association.

A person who is keenly interested in the science and practice of road engineering but is not eligible for election to other classes of membership.

Each Honorary, Life, Ordinary, Institutional and Associate member shall be entitled to one vote on each matter submitted to membership vote.
The vote of an Institutional member shall be exercised through its authorised representative.
Election to the Offices of the Association shall be the privilege of the Honorary, Life, Ordinary and Institutional members only.
Affiliate members shall be entitled to all rights and privileges of members in the Association except the right to vote and hold office in the Association.

1) Votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer.

2) A member may appoint another member as his proxy to represent him at any General Meeting or Adjourned General Meeting and the proxy shall have all the rights of the member for whom he is representing and to vote thereat for himself and for the member for whom he is representing.

3) The proxy form shall be addressed to the Honorary Secretary-General and shall be deposited at the registered office of the Association not less than fourteen (14) days before the time of holding the meeting at which the person named in the proxy proposes to attend and vote.

4) No member shall entitled to attend, speak or vote either in person or by proxy at any General Meeting unless all monies (whether subscriptions or otherwise) then due from him to the Association have been paid.

5) The instrument appointing a proxy shall be in the following form, or in such other form as the Council may from time to time approve.

THE ROAD ENGINEERING ASSOCIATION OF ASIA & AUSTRALASIA

I, of being a member of the Road Engineering Association of Asia & Australasia hereby appoint of as my Proxy to vote for me and on my behalf at the General Meeting (or Extraordinary Meeting) of the Association to be held on the day of ___20______ and at any adjournment thereof.

As witness my hand this day of _____20______

1) All applications for membership of the Association except for membership under Clause (4)(3)(a)(i)of the Constitution, shall be sponsored by two members and shall be submitted on the prescribed membership application form as approved by the Council from time to time containing all the details required thereon in full to the Honorary Secretary-General who shall cause them to be placed before the Council for consideration.

2) Notwithstanding Clause (4)(6)(a), where there exists a properly constituted, in terms of Clause 19 Local Chapter, then the Local Chapter shall have the power of Council in terms of Clause (4)(6)(a) to approve membership for persons permanently presiding in the country of that particular Local Chapter.

A member may at any time by giving notice in writing to the Honorary Secretary- General resign from the Association but such member shall continue to be liable to pay to the Association all outstanding dues up to the end of the year in which he resigns.

1) If in a written and signed communication addressed to the Council, any member of the Association shall be charged with or accused of conduct detrimental to the objectives or interest of the Association, or that he has violated the Constitution and/or Bylaws of the Association, the Council shall consider such complaint, accusation or charge. If the Council after due consideration, considers that the charges are serious enough to warrant expulsion, the member against whom the charges have been made shall be advised of the charges by letter and given the right to reply to the charges within twenty-eight (28) days. If the Council, after due consideration of the reply be of the opinion that the interests of the Association so require, may by letter, invite such member to resign from the Association within a time specified in such letter. If the member refuses to resign within the time specified, Council shall have the power to expel such member forthwith and take all appropriate steps as the Council deems necessary to effect the expulsion.

2) If such member refuses and/or fails to resign, the question of his expulsion shall be submitted to a special general meeting of the Council to be held within 4 weeks after the date specified in the letter as the date before which he shall have been invited to resign.

1) The entrance fees and annual subscriptions shall be as listed in Clause6.1.h.Schedule A of the Constitution.Honorary and Affiliated members shall not be required to pay entrance fees or annual subscriptions.

2) The entrance fees and annual subscriptions in Clause6.1.h.Schedule A may be amended from time to time at a General Meeting of the Association or by Circular Resolution of the members.

3) Subscriptions shall be due and payable on the 1st day of January of each year.In the case of a new member the entrance fee and annual subscription shall be payable as soon as the member has been advised of his election as a member and thereafter on the 1st day of each and every calendar year.

4) A member elected after the first day of July in any year shall pay half of the subscription for that year and thereafter at the full subscription rate on the 1st day of January of each and every calendar year.

5) No candidate who has been elected a member shall be entitled to the privileges of membership until payment of the entrance fee and the first annual subscription has been made. If such entrance fee and subscription are not paid within sixty days after the Honorary Secretary General has advised the candidate of his election as a member,such election shall be void and of no effect whatsoever.

6) A member failing to pay his subscriptions and or fulfill his financial obligations of any kind whatsoever towards the Association for a period of two years after they fall due shall automatically have his rights and privileges temporarily suspended provided that prior written notice by the Honorary Secretary General has been given to him at his last known address.If after three months,the subscriptions and or financial obligations remain unpaid,the said member may at the discretion of the Council, be deleted or terminated from the roll of membership.

7) The Council shall be further empowered to take any action as in its absolute discretion it deems necessary relating to the payment of subscriptions, entrance fees and all other fees or monies due or owing to the Association.

8) SCHEDULE A

Entrance Fees:
- Ordinary and Associate Members:RM50.00 or equivalent US Dollar Institutional Members:RM1,100.00 or equivalent US Dollar
Annual Subscription:
- Ordinary and Associate Members:RM50.00 or equivalent US Dollar Institutional Members:RM880.00 or equivalent US Dollar

Provided, however, that if a current member of REAAA has reached the age of 55 years and plays an active role in the field of road engineering and has been an active member of REAAA for more than 15 continuous years, then the annual subscription can be reduced by fifty percent upon application to the Secretariat.

1) The membership fee shall be the ordinary members annual subscription is to be determined at the time of application to become a Life Member and times 55 minus the age of the applicant in the whole years at the time of applying for the life membership.

2) However,the membership fee must not exceed twenty or be less than ten times the ordinary members annual subscription determined at the time of application.

1) The tenure of office of the officers of the Association i.e. the Council Members shall be a period of four years, beginning at the end of the General Meeting preceding it.

2) The General Meeting of REAAA shall be held once in four years beginning at the end of the General Meeting preceding it. The Administrative Secretary shall notify each members in writing of the time and place at least thirty days in advance of the meeting.

3) The REAAA Conference will be held in conjunction with the General Meeting.

4) No President shall be elected from the same country as his immediate predecessor until the lapse of at least two terms of Council. The Council shall not later than four months prior to the next schedule General Meeting invite nominations for President, Honorary Secretary General, Honorary Treasurer General and Ordinary Council Members. Each nomination shall be made on the prescribed Nomination Form which must show the written consent of the member nominated and must be sponsored by not less than two members.The retiring Council may nominate one or more candidates for any office for the purpose of the ballot. The names of the candidates nominated by the retiring Council shall be clearly printed on the Nomination Form distributed to members.

5) Where no nominations have been received from members by the due date that the nominations are due to be received, the incoming Council may at its discretion elect any qualified eligible member to fill any vacancy.

6) The President, Vice Presidents, Honorary Secretary General, Honorary Treasurer General and Ordinary Members of Council shall forthwith retire at the conclusion of the succeeding General meeting.

7) The Council shall not less than ninety days before the General Meeting send by post to all members entitled to vote, a ballot paper on which appears the names of all of the candidates nominated for each office. The voting ballot paper shall be returned to the Honorary Secretary General in a sealed envelope so as to reach him not less than fifteen days before the General Meeting. In the case where only one nomination is received for a particular office on the Governing Council, the candidate nominated shall be deemed to be elected unopposed and agreed to by all the members unanimously and a ballot will not be necessary.

8) The Council shall appoint three or more scrutineers from among the members who are not candidates for the election for the purpose of scrutinising the ballot. The scrutineers shall certify and report the results of the ballot to the General Meeting.

9) In the event that any office of Council becomes vacant during a Council term the Council at its sole discretion may appoint any qualified and eligible member of the Association to fill the vacancy until the next General Meeting.

1) The General Meeting of the Association for the tallying of ballots for the election of officers and the transaction of the general business of the Association shall be held at such time as the Council shall deem advisable in accordance with Clause 7.1.a. The Administrative Secretary shall notify each member in writing of the time and place at least thirty days in advance of the meeting.

2) Extraordinary General Meetings of the Association may be called at any time upon written request of a majority of the Council or upon the written request of not less than five percent of the members of the Association.

3) The Honorary Secretary General shall in writing give to the members of the Association at least thirty days notice of any Extraordinary General Meeting. Such notice shall be sent to every member at his last known place of address and shall state the time and place where it will be held and the objects or business that will be brought before it. No business and matters shall be brought forward at any such meeting unless the requisite notice of the same shall have been duly given as herein provided.

4) Fifty members present from as least four countries shall constitute a quorum at meetings of the Association.

President
Three (3) Vice-Presidents (to be elected from Council Members, each from a different country)
Two Past Presidents
Honorary Secretary-General
Honorary Treasurer-General
Council members to be elected in accordance with Clause (8)(1)(b), and
Special Council members co-opted for specific purposes numbering not more than ten (10) at any one time

1) Any country within Asia and Australasia with 1 to 29 financial members at the time of the general meeting and for at least two consecutive preceding years and with a local chapter shall be entitled to one position on the governing council.

2) Any country within Asia and Australasia with or without a local chapter with 30 to 74 financial members at the time of the general meeting and for at least two consecutive preceding years shall be entitled to one position on the governing council.

3) Any country within Asia and Australasia with 75 to 499 financial members at the time of the general meeting and for at least two consecutive preceding years shall be entitled to two positions on the governing council, one of which shall be for the local chapter or the national road association.

4) Any country within Asia and Australasia with more than 500 financial members at the time of the general meeting and for at least two preceding consecutive years shall be entitled to three positions on the governing council, one of which shall be for the local chapter or the national road association.

For the purpose of ascertaining financial members, an institutional member shall be equivalent to a count of ten ordinary members.

The President, Honorary Secretary-General, Honorary Treasurer-General and Council Members shall be elected by postal ballot of members of the Association and shall take office at the conclusion of the next General Meeting. The two Vice-Presidents each from a different country shall be elected by Members of Council, from within the Council at the next Council Meeting following that General Meeting.

The two Past Presidents shall be the Immediate Past President as the president who presided over the Council before the last General Meeting and the Past President who was the president who presided over the second to last Council. If either is unwilling or unable to act, then any other Past-President shall be eligible to be elected by the Council.

The Council may co-opt Special Council Members for specific purposes and for varying duration during its term of office.

The Council may from time to time appoint Committees or Sub-Committees. The Committees or Sub-Committees will comprise members nominated by the Council.

1) A meeting of the Council shall be held at the time of the General Meeting of the Association and as often thereafter as the Council may see fit and so order.

2) For the purpose of a Council Meeting, five (5) Council Members from at least two (2) countries shall form a quorum.

3) If less than 50% of the Council Members are present at the Meeting then the approval of the resolutions proposed or discussed thereat shall not be valid unless notice is sent by post to every Council Member and approved within the time specified in the Notice by not less than 50% of the Council Members.

4) If five (5) or more Council Members in writing suggest/propose certain Resolutions, the Honorary Secretary-General shall prepare and send to all Council Members at their last known place of address the proposed Resolutions by way of Circular Resolutions. The resolution shall be approved if within the time stipulated in the Circular Resolution it is approved by not less than 50% of the Council Members.

5) A failure on the part of any Council Member to give a reply in respect of the proposed resolutions in Clause (8)(6)(c)and Clause (8)(6)(d) herein within the time specified in the letter/notice/circular shall be deemed an approval on the part of that Council Member.

OFFICIALS

1) The officers of the Association shall comprise Council Members only.

2) The Council shall appoint an Administrative Secretary whose terms and conditions of service shall be determined by the Council.

3) The President or in his absence, one of the Vice-Presidents shall preside over all general meetings of the Association or of the Council. In the absence of the President, Vice-Presidents, a temporary presiding officer shall be elected from among the members present.

4) The President shall be a member, ex-officio of all committees.

5) The Administrative Secretary shall, interalia:-

Keep a complete record of all proceedings and correspondence of the Association and of the Council.

Send notices of meetings by mail to members of the Association or of the Council as may be required.

Keep a roll of the members of the Association.

Perform all other duties usually appertaining to the office of the Secretary. (e) Perform all duties usually assigned to the office of the Treasurer.

Make payments for bills properly approved by the Council.

6) The Honorary Treasurer-General shall be responsible for the finances of the Association. He shall keep the accounts of all its financial transactions and shall be responsible for their correctness. In the absence of the Honorary Treasurer- General, he may, with the consent of the Council, nominate a Financial Assistant to deputise for him.

7) The Honorary Secretary-General shall be responsible for the general running of the Secretariat. He shall report to the Governing Council on all matters relating to REAAA.

FINANCIAL YEAR

1) Subject to the following provisions in this rules,the funds of the Society may be expended for the purpose necessary for the carrying out of its objects, including the expenses of its office bearers and paid staff, and the audit of its accounts, but they shall on no account be used to pay the fine of any member who may be convicted in a court of law.

2) The Treasurer may hold a petty cash advance not exceeding RM500.00 at any one time. All money in excess of this sum shall within thirty days of receipt be deposited in a bank approved by the Committee. The bank account shall be in the name of the Society.

3) All cheques or withdrawal notices on the Society accounts shall be signed jointly as the authorised council members list in the Circular Resolution which approved at its Council meeting after the General meeting. In the absence of the President, the Secretary and the Treasurer for a long period, the Committee shall appoint one of its members to sign in his place.

4) No expenditure exceeding RM50,000.00 at any one time shall be incurred without the prior sanction of the committee, and no expenditure exceeding RM100,000.00 in any one month shall be incurred without the prior sanction of a general meeting. Expenditure less than RM50,000.00 at any one time may be incurred by the Honorary Secretary General and the Honorary Treasurer General or the Financial Assistant.

5) As soon as possible after the end of each financial year, a statement of receipts and payments and a balance sheet for the year shall be prepared by the Treasurer and audited by the Auditors appointed under the rule Audit. The audited accounts shall be submitted for the approval of the subsequent General Meeting, and copies shall be made available at the registered place of business of the Society for the perusal of members.

6) The financial year of the Society shall commence on the 1st January and end on the 31st December every year.

1) Two persons, who shall not be office-bearers of the Society, shall be appointed at the general meeting as Auditors. They shall hold office at such time as the Council shall deem advisable in accordance with Clause (7)(1)(a) and may be reappointed.

2) The Auditors shall be required to audit the accounts of the Society for the year, and to prepare a report or certificate for the subsequent General Meeting. They may also be required by the President to audit the accounts of the Society for any period within their tenure of office, at any date, and to make a report to the Committee.

TRUSTEES

Trustees, not less than two (2) and not more than four (4) in number, of over twenty-one (21) years of age and who shall not be office bearers/members of the Association shall be appointed at the General Meeting or by Circular Resolution of all members with a simple majority vote and shall hold office during the pleasure of the Association. They shall have vested in them all the real and personal property of the Association and shall deal with the said property in such manner as the Council may direct.

The Committee of REAAA shall interpret the Articles and shall have the power to decide in any case of doubts as to the meaning or applicability of a particular matter. The Committee shall also have the power to decide on any matter on which the Articles is silent.

The Committee shall if it deems fit and necessary appoint qualified persons to be the Advisor or Patron of the Society. The person appointed must give his consent in writing.

1) None of the following games shall be played in the premises of REAAA: Roulette, Lotto, Fan Tan, Poh, Peh Bin, Belankai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One, Ten and a half, all games of dice, bankers games, all video games and all games of mere chance.

2) REAAA shall not hold any lottery, whether confined to its members or not, in the name of the REAAA, its office bearers, Committee or member.

3) Neither REAAA nor its members shall attempt to restrict or in any other manner interfere with the trade or prices or engage in any Trade Union activities as defined in the Trade Union Act, 1959.

4) No university or university college students can be allowed to be a member of REAAA without prior written approval from the Vice Chancellor of the university concerned.

AMENDMENTS

1) This Constitution may be wholly or in part replaced, repealed, substituted or otherwise amended at the General Meeting or at an Extraordinary General Meeting of members specially convened for such purpose or by Circular Resolution of all members.

2) Any proposal under this article shall be given in writing and shall be deemed to be a proposal for an Extraordinary Resolution at the General meeting or the Extraordinary General Meeting of members or Circular Resolution of all members with a simple majority vote and the express notice of such proposal shall be given by the Honorary Secretary-General to all members at least thirty (30) clear days before the aforementioned meeting or closing date for receipt of Circular Resolution returns as stipulated in the Notice.

3) No such proposal shall be deemed to have been passed unless it is carried by a majority of at least two-third (2/3) of the votes cast with the exception of proposals in respect of Clause (6)(1)(h) Schedule A of this Constitution which shall be subjected to a simple majority of the votes cast. Any approved proposal shall take effect from the date on which the Registrar of Societies accepts and registers the amendment.

1) The Association may be dissolved by an Extraordinary Resolution at an Extraordinary General Meeting of members convened for that purpose only, and voting thereon shall be by secret ballot only.

2) The proposal to dissolve the Association shall be deemed to have been passed only if carried by a majority of not less than two third of members entitled to be present and to vote at the meeting.

3) In the event of the Association being dissolved, all liabilities legally due by the Association shall be fully discharged, and any surplus fund thereon remaining shall be distributed to any association or society having aims or objectives similar to those of the Association and as decided at the Extraordinary General Meeting.

As per attachment

1) The Council, upon application to it in writing may approve with such conditions as it so determines of a Local Chapter of the Association being established to pursue the objectives of the Association in a local region, outside Malaysia subject to the laws of the country.

2) The application shall include the rules of the Association of the Local Chapter which shall not be at variance with the Constitution of the Association and if there is any dispute the interpretation of the Constitution of the Association shall predominate.

3) The Council shall consider the application for formation and decide whether to approve it within six months of the receipt of application.

4) Local Chapters so formed after approval by the Council shall report in full their activities to the Council of the Association.

5) The Council may at any time rescind or amend the approval given in Clause (19)(1), where in its opinion the Local Chapter is not properly fulfilling the objectives of the Association.

6) Local Chapters shall have the power to approve membership to the Association in terms of Clause (4)(6)(b), subject to meeting any requirements which the Council may require from time to time.

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