Malaysia legislation
Section 5
of CO-OPERATIVE COLLEGE (INCORPORATION) (AMENDMENT) ACT 2011
Section 5
The principal Act is amended by inserting after section 4 the following sections:
“Powers of the College 4a. The College shall, subject to the provisions of this Act, have the powers to—
(a)
confer diplomas, certificates and equivalent qualifications upon persons who have followed courses of study conducted by the College and have satisfied such other requirements as may be determined by the
Board, or as may be prescribed;
(b)
institute and award scholarships, bursaries, medals, prizes and other forms of distinctions, awards or assistance in respect of the training, education and knowledge based services provided by the
College;
(c)
grant loans or financial assistance to deserving students on such terms and conditions as may be approved by the Board;
(d)
market or commercialize the services, research findings and products of the College;
(e)
demand and receive such fees as may from time to time be determined by the Board or as may be prescribed;
(f)
do any thing, whether or not incidental to the powers aforesaid, which may be done for the enhancement of education, training, finance, administration, welfare and discipline in the College; and
(g)
establish or promote the establishment of companies under the Companies Act 1965 [Act 125] to carry on or engage in any activity which has been planned or undertaken by the College with the approval of the Minister of Finance.
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The Board of the College 4b. (1) The College shall be administered by the Board of the College which consist of the following members:
(a)
a Chairman;
(b)
the Executive Chairman of the Malaysia Co-operative
Societies Commission as Deputy Chairman;
(c)
the Director General of the College;
(d)
a representative of the Treasury;
(e)
a representative of the Ministry in charge of co-operative development;
(f)
a representative of the National Co-operative
Organisation of Malaysia (ANGKASA);
(g)
six persons representing the co-operative movement;
and
(h)
three other persons who, in the opinion of the Minister, possess the qualification or experience in matters relating to the development, operation or well-being of the College.
(2)
The members referred to in paragraphs (1)(a), (d), (e),
(f)
, (g) and (h)—
(a)
shall be appointed by the Minister for a term not exceeding two years; and
(b)
shall be eligible for reappointment upon the expiry of his term of office.
(3)
A senior officer of the College shall be appointed by the Board as Secretary to the Board but with no voting rights.
(4)
A member of the Board appointed under paragraphs
(1)
, (d), (e), (f), (g) and (h) may at any time resign his office by a letter addressed to the Minister.
(5)
Where a member appointed under paragraphs (1)(a),
(d)
, (e), (f), (g) and (h) ceases to be a member of the Board, the Minister may appoint another person to fill the vacancy for the remainder of the term for which the vacating member was appointed.
(6)
Subject to this Act, the Board may determine its own procedure.
Disqualification from being a member of the Board 4c. A person shall be disqualified from being appointed or being a member of the Board—
(a)
if there has been approved against him, or he has been convicted on a charge in respect of—
(i)
an offence involving fraud, dishonesty or moral turpitude;
(ii)
an offence under a law relating to corruption;
(iii)
an offence under this Act; or
(iv)
any other offence punishable with imprisonment
(in itself only or in addition to or in lieu of a fine) for more than two years;
(b)
if he becomes a bankrupt; or
(c)
if he has been found or declared to be of unsound mind or has otherwise become incapable of managing his affairs.
Temporary exercise of functions of Chairman 4d. (1) Where the Chairman is for any reason unable to perform his functions or during any period of vacancy in the office of the Chairman, the Deputy Chairman shall perform the functions of the Chairman.
(2)
Where both the Chairman and the Deputy Chairman are for any reason unable to perform the functions of the
Chairman or during any period of vacancy in the offices of the Chairman and Deputy Chairman, the Minister may appoint any member of the Board to perform the functions of the Chairman.
Co-operative College (Incorporation) (Amendment)
(3)
The Deputy Chairman or the member appointed under subsection (2), as the case may be, shall, during the period in which he is performing the functions of the Chairman under this section, be deemed to be the Chairman and shall have all the powers of the Chairman.
Vacation of office 4e. The office of a member of the Board referred to in subsection 4b(1) shall become vacant—
(a)
upon the death of the member;
(b)
upon the member resigning from such office by letter addressed to the Minister; or
(c)
upon the expiration or revocation of his appointment.
Revocation of appointment 4f. (1) The Minister may revoke the appointment of a member of the Board referred to in paragraphs (1)(a), (d),
(e)
, (f), (g) and (h)—
(a)
if his conduct, whether in connection with his duties as a member of the Board or otherwise, has been such as to bring discredit to the Board or the College;
(b)
if he has become incapable of properly carrying out his duties as a member of the Board;
(c)
if there has been proved against him, or he has been convicted on, a charge in respect of—
(i)
an offence involving fraud, dishonesty or moral turpitude;
(ii)
an offence under a law relating to corruption;
(iii)
an offence under this Act; or
(iv)
any other offence punishable with imprisonment
(in itself only or in addition to or in lieu of a fine) for more than two years;
(d)
if he becomes a bankrupt;
(e)
if he has been found or declared to be of unsound mind or has otherwise become incapable of managing his affairs; or
(f)
if he absents himself from three consecutive meetings of the Board without obtaining leave in writing from the Chairman, or in the case of the Chairman, without the leave of the Minister.
(2)
Notwithstanding subsection (1), the appointment of any member may at any time be revoked by the Minister without giving reasons for such revocation.
Board meetings 4g. (1) The Board shall meet as often as may be necessary but not less than four times a year for the purpose of considering its activities.
(2)
The quorum of the Board shall be seven.
(3)
If on any question to be determined by the Board there is an equality of votes, the Chairman shall have a casting vote.
(4)
The Board shall cause minutes of all its meetings to be maintained and kept in a proper form.
(5)
Any minutes made of meetings of the Board shall, if duly signed by the Chairman, be admissible in evidence in all legal proceedings without further proof and every meeting of the Board in respect of which minutes have been so made shall be deemed to have been duly convened and held and all members thereat to have been duly qualified to act.
Disclosure of interest 4h. (1) A member of the Board having, directly or indirectly, by himself or his partner—
(a)
any interest in any company or undertaking with which the Board proposes to enter into a contract;
or
(b)
any interest in any such contract or in any matter under discussion by the Board,
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shall disclose to the Board the fact of his interest and its nature.
(2)
A disclosure under subsection (1) shall be recorded in the minutes of the Board and, unless specifically authorized by the Chairman, such member shall take no part in any deliberation or decision of the Board relating to the contract or matter.
(3)
No act or proceedings of the Board shall be invalidated on the ground that any member of the Board has contravened this section.
Board may invite others to meetings 4i. (1) The Board may invite any person to attend a meeting or deliberation of the Board for the purpose of advising it on any matter under discussion but that person shall not be entitled to vote at the meeting or deliberation.
(2)
A person invited under subsection (1) may be paid such allowances as the Board may determine.
Allowances 4j. The members of the Board appointed under subsection 4b(1) and the members of any committee appointed under section 5a may be paid such allowances as the Minister may determine.
Validity of acts and proceedings 4k. No act done or proceeding taken under this Act shall be questioned on the ground of—
(a)
a vacancy in the membership of, or a defect in the constitution of, the Board; or
(b)
an omission, a defect or an irregularity not affecting the merit of the case.
Appointment of the Director General 4l. (1) The Minister shall appoint a Director General on such terms and conditions as the Minister may determine.
(2)
The Director General shall hold office for a period of not exceeding three years and shall be eligible for reappointment.
(3)
The Board shall vest in the Director General such powers and shall impose upon him such duties as the Board may determine.
Appointment of officers and staff 4m. (1) The College may appoint, on such terms and conditions of service as may be approved by the Board, such number of Deputy Director Generals, other officers and staff, as may be necessary for carrying out the purposes of the College.
(2)
The Deputy Director Generals shall be subject to the direction and control of the Director General and may perform all the duties of the Director General under this Act.
Branch of the College 4n. (1) The Board may establish and maintain such branch or branches of the College at such place or places in Malaysia or elsewhere as the Board may consider desirable for the purpose of carrying out the provisions of this Act.
(2)
The Board shall appoint in respect of a branch, a Branch
Director who shall be the principal executive, administrative and academic officer of the branch, and he shall perform his functions and discharge his duties under the direction and control of the Director General.
Power of the Minister to give directions 4o. (1) The Board shall be responsible to the Minister.
(2)
The Minister may give to the Board directions of a general character consistent with the provisions of this Act, relating to the performance of the functions and the exercise of the powers of the Board.
(3)
The Board shall give effect to all directions given under this section as soon as possible.
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Common seal of the College 4p. (1) The common seal of the College may from time to time be broken, changed, altered and made anew as the
Board thinks fit.
(2)
The common seal of the College shall be kept in the custody of the Director General and shall be used with the authority of the Board.
(3)
The common seal of the College shall be affixed to all diplomas and certificates and signed by—
(a)
the Director General or, in his absence, one other member of the Board authorized in writing by the
Board; and
(b)
any other person authorized by the Board, and such signature shall be sufficient evidence that such seal was duly and properly affixed and that the same is the lawful seal of the College.
(4)
The seal of the College shall be officially and judicially noticed.
(5)
Any document or instrument which if executed by a person not being a body corporate would not be required to be under seal may in like manner be executed by the College;
and any such document or instrument may be executed on behalf of the College by the Director General, or by any person generally or specially authorized in writing by the
Board.”.
Substitution of section 5