ARTICLE 1 - Name and Office
1.1 The name of the organisation shall be Persatuan Pengurusan dan Penyelidikan Alam Sekitar Malaysia Environmental Management and Research Association of Malaysia) abbreviated as ENSEARCH. 1.2 The registered place of business and secretariat will function from No. 30, Jalan PJU 5/16 Dataran Sunway, Kota Damansara 47810 Petaling Jaya, Selangor Darul Ehsan. The registered place of business shall not be changed, without the prior approval of the Registrar of Societies.

1.3 The emblem of the Association shall be as described and shown in Schedule 1.
ARTICLE 2 - Area Covered by ENSEARCH
2.1 The area covered by ENSEARCH comprises all the States of Malaysia.

ARTICLE 3 - Purpose and Objectives
The purpose of ENSEARCH is:
"To promote and advance the practice and research in environmental management with the aim of increasing the awareness and capacity of organisations, professionals and persons with interest in the management of the impacts of human activities on the environment".

The mission of ENSEARCH is:
"To promote excellence in environmental management among organisations, professionals, and interested persons"
ENSEARCH shall seek to achieve its purpose through the following objectives:
3.1 To constitute itself as a national membership organisation, comprising of multidisciplinary organisations, professionals and persons with interest in the management of the impact of human activities on the environment.

3.2 To contribute to our national capacity in environmental management through the study, development/adaptation and promotion of the use of sound environmental management technologies and practices amongst industries in the country.

3.3 To increase the awareness and capacity of organisations and individuals for environmental management through education and training.

3.4 To promote interaction and understanding among individuals from multidisciplinary backgrounds, such as scientists, engineers and administrators, through the organising of activities such as talks, visits, social functions, etc.

3.5 To promote and advance the practice of environmental professionalism by all professionals engaged in the provision of environmental management-related services, such as environmental impact assessment, environmental management system, environmental audit and environmental technology.

3.6 To promote and recognise good environmental management practices by industrial organisations through the development and implementation of award schemes.

3.7 To support the development of legislative and regulatory frameworks that are supportive of environmental management practices through mobilising and advocating members’ professional views, to pertinent government and regulatory bodies, and also as scientific and technical inputs in the policy and working committees of those bodies.

3.8 To compile, organise, publish and disseminate journals, reports and newsletters containing articles of scientific, technological, legislative and general interest pertinent to environmental management, with approval of the relevant authorities.

3.9 To organise scientific/technical meetings (conferences, workshops, seminars) and exhibitions pertinent to environmental management.

3.10 To promote awareness and implementation of environmental management system by industrial organisations.

3.11 To promote awareness and implementation of cleaner production methods and technologies by industrial organisations.

3.12 To co-operate with other national and international organisations with similar objectives or interests to those of ENSEARCH.

ARTICLE 4 - Membership

4.1 The membership of ENSEARCH shall consist of the following classes:

(a) Corporate Membership
This class of membership shall be open to all corporate bodies and institutions that subscribe to the purpose and objectives of ENSEARCH. This includes all public listed companies, private limited companies, sole proprietorship and partnership firms, educational institutions, trade and professional associations, government, quasi-government, statutory bodies, local authorities and all non-profit organisations.

(b) Individual Membership
This class of membership shall be open to all individuals who are Malaysian citizens and who are above 18 years of age and who subscribe to the purpose and objectives of ENSEARCH.

(c) Student Membership
This class of membership shall be open to all students who are Malaysian citizens and who are above 18 years of age and who subscribe to the purpose and objectives of ENSEARCH. No university or university-college student shall be admitted as a member of ENSEARCH without the prior written approval of the Vice-chancellor of the University or University-college concerned.

(d) Life Membership
Life membership is open to all individual members who have been members of ENSEARCH for at least five (5) years, have contributed to the advancement of the purpose and objectives of ENSEARCH, and pay a life membership fee of RM750.00.

(e) Honorary Fellows
Honorary Fellows shall be conferred by the Council on distinguished persons who have made substantial contributions to the field of environmental research and management or who have rendered outstanding services to ENSEARCH. All past presidents of ENSEARCH shall be conferred the status of Honorary Fellows and may serve ENSEARCH in specific capacities, as determined by the Council.

4.2 All applications for membership of ENSEARCH shall be made in writing to the Council who shall determine the applicant's eligibility and whose decision shall be final.

4.3 The following shall not be eligible to be a member:
(a) an undischarged bankrupt;
(b) a person convicted of an offence involving fraud, dishonesty or moral turpitude and has not received a free pardon;
(c) a person found or declared under any written law to be of unsound mind.

4.4 Any member who subsequent to being elected is found to come under any of the categories of persons stated in Article 4.3 shall cease to be a member forthwith. The ENSEARCH Council shall make the decision based on documentary proofs submitted to it and the decision shall be final.

4.5 Any member who falls under the following categories described in Section 9A (1) of the Societies Act shall not be eligible to become or remain as an office bearer of the Association, unless he/she has fulfilled the duration of the disqualification as described in Section 9A(2):
(a) a person convicted of any offence against the Societies Act
(b) a person convicted of any offence under any other law and sentenced to a fine of not less than two thousand ringgit or to imprisonment for a term of not less than one year
(c) a person under any detention, restriction, supervision, restricted residence, banishment or deportation under any law relating to the security of, or public order in Malaysia or any part thereof.

5.2 The ENSEARCH Council shall decide on the eligibility of life membership based on the record of contributions given in the application form. The amount payable for life membership is RM750.00. All membership dues shall become payable on the first day of January of each calendar year. For new members admitted on or after 1 July in a year a pro-rata rebate of the annual subscription fee shall be credited to the member’s subscription account for payment of the next year’s subscription. Any member who is in default of more than six months shall cease to enjoy all membership rights until such time as all arrears and dues are settled.


ARTICLE 6 - Council

6.1 Composition

6.1.1 The supreme governing body of ENSEARCH shall be the Council;

6.1.2 The Council shall consist of twelve members elected at the General Meeting of which not more than two shall be from any single organisation;

6.1.3 The Council Members shall be elected for a period of two years. At each Annual General Meeting, half of the Council Members shall retire from office and be eligible for re-election;

6.1.4 The Council Member to retire in every year shall be that member who has been longest in office since the last election, but as between persons who become Council Members on the same day, that member to retire shall (unless they otherwise agree among themselves) be determined by lot;

6.1.5 A vacancy arises whenever a Council Member resigns, or is disqualified to hold office as provided for under Section 4.5 or in the case of representatives of corporate members, his/her representation in ENSEARCH is revoked by his/her organisation, or he/she is automatically disqualified to hold office by virtue of being absent from three consecutive Council Meetings without providing any valid reasons to the Council, or is absent from Malaysia for an unbroken period of six months or more, or because of his death;

6.1.6 The Council shall be duly constituted so long as the number of vacancies that may arise or exist does not exceed six (6). Should this number be exceeded, an E.G.M. shall be convened according to Article 12 for the purpose of filling the vacancies;

6.1.7 The President, two Vice-Presidents, the Honorary Secretary General and the Honorary Treasurer shall be chosen by secret ballot from among the Council members. They shall constitute the Management Committee and shall hold office between two Annual General Meetings and shall be eligible for re-election.

6.1.8 All members of the Council and every officer performing executive functions in the Association shall be Malaysian citizens. However, non-citizens, with the prior approval of the Registrar of Societies, may hold office.


6.2 Duties of Office Bearers

6.2.1 The President shall during his term of office preside at all General, Council and Management Meetings and shall be responsible for the proper conduct of all such meetings. He shall have the casting vote and shall sign the minutes of each meeting at the time they are approved.

6.2.2 The Vice-Presidents shall deputise for the President during the latter's absence in any General, Council and Management Meetings in order of Seniority as Vice-President and Council Member, respectively. In the event the President will be absent from office for more than three months, the President shall appoint one of the Vice-President who is available as the acting President for the period of his/her absence.

6.2.3 The Honorary Secretary General shall conduct the business of ENSEARCH in accordance with its Constitution and shall carry out the instructions of the General Meeting and of the Council. The Honorary Secretary General shall be responsible for conducting all correspondence and keeping all books, documents and papers except the accounts and financial records. The Honorary Secretary General should ensure that proper records of all General, Council and Management Meetings are kept. The Honorary Secretary General shall also maintain a Membership Register in which shall be entered the name, identity card number, occupation, address, date and place of birth and date of enrolment of each member.

6.2.4 The Honorary Treasurer shall be responsible for the finances of ENSEARCH. The Honorary Treasurer shall work with the Management Committee to prepare a budget for the Council’s approval within two month’s after election to office. The Honorary Treasurer shall be responsible for ensuring that proper and accurate accounts of all financial transactions of ENSEARCH are kept. The Honorary Treasurer shall also be responsible for monitoring the income and expenditure of ENSEARCH with respect to the approved budget and shall present a bi-monthly financial report to the Council.

6.3 Powers

6.3.1 The Council shall have the following powers:
(a) To adopt and amend Bye-Laws and to establish the principles of ENSEARCH:

(b) To elect the President, two Vice-Presidents, the Honorary Secretary General and the Honorary Treasurer.

(c) To elect Life Members and Honorary Fellows of ENSEARCH.

(d) To co-opt any individual members to serve as Co-opted Council Members in the Council. Co-opted Council Members shall have no power to vote in the Council meeting.

(e) To appoint Committees at its discretion and to delegate to them any of its powers;

(f) To fill any vacancy caused by resignation, disqualification, revocation or death of any Council member;

(g) To suspend or expel a member for conduct or activities considered to be inconsistent with membership of ENSEARCH, subject to ratification by a General Meeting;

(h) To delegate to the Honorary Secretary General the right to plead and to take proceedings in law;

(i) To fix the agenda, place, date and time of any General Meeting;

(j) To approve the budget and work programme;

(k) To employ and dismiss staff of ENSEARCH as required, and decide on their renumeration, based on the recommendation of the Management Committee;

(l) To rent, purchase or otherwise acquire property and to let same in such manner as may be expedient provided that ENSEARCH does not turn to account such interests for commercial purposes;

(m) To raise funds for any of the above purposes by charging all or any such property as may legally be charged for a period that maybe determined by a General Meeting provided that ENSEARCH does not engage in any commercial activity;

(n) To form, suspend and dissolve regional branches of ENSEARCH. The procedure for the formation, suspension and dissolution of the branches and the rules governing the branches are described in Schedule 2;

(o) To recommend the dissolution of ENSEARCH, and in the event of dissolution to decide on the disposal of its fixed or liquid assets.

(p) To raise funds from various activities of ENSEARCH.


6.4 Meetings
6.4.1 The Council shall meet at least once every three months. The quorum shall be half of the total number of elected Council Members.

6.4.2 The President or one of the Vice-Presidents of ENSEARCH shall take the chair at the meeting of the Council or in their absence the meeting shall elect a Chairman.

6.4.3 Any decision of the Council may be referred to the whole membership of the Council and if necessary a vote may be taken by correspondence. The preparation of such a referendum shall be effected by the Honorary Secretary General.


ARTICLE 7 – Technical Interest Groups and Committees

7.1 The Council may approve the formation of Technical Interest Groups within ENSEARCH to cater to the diverse interests of ENSEARCH Members. The procedures for the formation of the Groups and their terms of reference shall be approved by the Council.

7.2 The Council may form ad-hoc or standing committees for specific purposes. All the Committees shall be governed by a Council-approved terms of reference.

7.3 All Technical Interest Groups and Committees shall always be subordinate to the Council.


ARTICLE 8 – Trustees

8.1 The property of ENSEARCH shall be vested in trustees of whom there shall be at least four who shall be appointed in an Annual General Meeting (herein­after referred to as the Trustees) and the property of ENSEARCH shall be vested in them directly by resolution (of which an entry in the Minute Books shall be conclusive evidence). The Trustees shall be indem­nified against risk and expense arising from ENSEARCH properties. The Trustees shall hold office for a term of three (3) years or resignation or until removed from office in an Annual General Meeting whereupon a new Trustee shall be appointed.

8.2 The Trustees shall not sell, withdraw or transfer any of the property of ENSEARCH without the consent and authority given by the members in a General Meeting of the Association.

8.3 At least half of the Board of Trustees must comprise of persons who are non-members of ENSEARCH having no potential interest.


ARTICLE 9 – Indemnity

9.1 The Council shall be chargeable only for such property (including both real and personal) as they actually receive notwithstanding their signing any receipt for conformity and shall be accountable and answerable only for their own acts and defaults and not for those of any banker or other persons in whose hands any monies or securities belonging to the ENSEARCH have been deposited nor for any other losses unless the same shall happen by their wilful default.

ARTICLE 10 – Representation and Voting
10.1 Corporate Members in ENSEARCH can nominate up to 4 representatives to the Annual General Meeting and each representative is entitled to one vote.

10.2 Each individual member shall have one vote.

10.3 Each life member shall have one vote each.

10.4 Voting at any meeting shall be by ballot if so demanded by the person presiding, or, by not less than one-quarter of the members present and voting.

10.5 Voting may be made by proxy on such form as prescribed in Schedule 1 of this constitution and is subject to the conditions laid therein.

10.6 At any meeting in the event of an equality of votes the Chairman of the meeting shall have an additional or casting vote.

ARTICLE 11 - Annual General Meeting
11.1 An Annual General Meeting shall be convened annually not later than the month of July, at such places as shall be determined by the Council.

11.2 Attendance at an Annual General Meeting shall be open to all members of ENSEARCH provided they are not in arrears of their subscriptions as of on the date of the Annual General Meeting.

11.3 At such Annual General Meeting, the President or one of the Vice-Presidents shall take the chair or in their absence, a Chairman shall be elected by the meeting from amongst members of the Council.

11.4 No resolution may be submitted to an Annual General Meeting unless such resolution has been received by the Honorary Secretary General at least two weeks before the date set for such meeting.

11.5 The Annual general Meeting shall consider the following:­-
(a) To receive the Annual Report, Balance Sheet and Statement of Accounts for the preceding financial year.

(b) To elect Council members for the ensuing year as provided in Article 6.1.3.

(c) To appoint two Honorary or Professional Auditors for the ensuing year.

(d) To decide on any resolution which is duly submitted to the Meeting as herein before provided.

11.6 The Honorary Secretary General shall inform all members in writing of the date, time and place of the Annual General Meeting at least four weeks before the date of such meeting.

11.7 A copy of the Annual Report, Audited Balance Sheet, Statement of Account, Agenda of meeting and resolution proposed by Council or members shall be sent to all members at least fourteen days before the Annual General Meeting.

11.8 The quorum at an Annual General Meeting shall be twice the number of elected Council members.

11.9 If one hour after the time appointed for a General Meeting a quorum is not present, the meeting shall be postponed to a date as may be decided by the Council. And if a quorum is not present half an hour after the time appointed for the postponed meeting the members present shall have power to proceed with the business of the day but they shall not have power to alter this Constitution or to make decisions affecting the whole membership.

ARTICLE 12 - Extraordinary General Meeting
12.1 The Council may at any time for any special purpose call an Extra-ordinary General Meeting or they shall do so forthwith upon the requisition in writing of any 30 members eligible to vote stating the purpose for which the meeting is required. The quorum for such a meeting shall be as for Annual General Meetings and not less than 14 days notice shall be given to all the members. An Extraordinary General Meeting requisitioned by the members shall be held within 30 days of receipt of such requisition.

12.2 If one hour after the time appointed for an Extra-ordinary General Meeting requisitioned by the members a quorum is not present the meeting shall be cancelled and no requisition for the same purpose shall be entertained until one year has elapsed from the date thereof.

12.3 If one hour after the time appointed for an Extraordinary General Meeting called by the Council a quorum is not present, the provisions of Article 11.9 shall apply.

ARTICLE 13 - Scrutineers
13.1 At any meeting where voting is by ballot or where proxy voting is permitted, three scrutineers shall be appointed by the members present and eligible to vote. No member of the Council or candidate for election as such shall be eligible for appointment as a scrutineer.

13.2 In the event of an equality of votes for any vacancy, there shall be one recount of the votes cast for the candidates having such equality. If after such recount, there is still an equality of votes for that vacancy, the election of the candidates so receiving such equality shall be by ballot of the members present and eligible to vote at the meeting.

ARTICLE 14 - Financial Provisions
14.1 Subject to the following provisions the funds of ENSEARCH may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payment of salaries, allowances and expenses to its office bearers and paid staff and the audit of its accounts.

14.2 The Honorary Treasurer may hold a petty cash advance not exceeding three hundred ringgit (RM300.00) at any one time. All money in excess of this sum shall within seven days of receipt be deposited in a bank approved by the Council. The bank account shall be in the name of ENSEARCH.

14.3 All cheques or withdrawal notices on ENSEARCH's account shall be signed jointly by the President or the Honorary Secretary General, and the Honorary Treasurer.

14.4 No expenditure exceeding two thousand ringgit (RM2000.00) at any time shall be incurred without the prior sanction of the Council through an approved budget, and no expenditure exceeding fifty thousand ringgit (RM50,000.00) in any one month shall be incurred without the prior sanction of a General meeting. Expenditure of less than two thousand ringgit (RM2000.00) may be approved by the Honorary Treasurer and either by the President or the Honorary Secretary General.

14.5 The financial year of ENSEARCH shall commence on 1st January and end on 31st December each year.

ARTICLE 15 - Audit
15.1 Two persons who shall not be office bearers of ENSEARCH shall be appointed by the Annual General Meeting as Honorary or Professional Auditors. However the annual financial accounts must be audited by a certified public auditor for the Annual General Meeting. One set of such audited accounts must be submitted to the Director-General of Inland Revenue at his head office in Kuala Lumpur.

ARTICLE 16 - Amendment to Constitution
16.1 No repeal of or amendment to any part of the Constitution shall be made except by the approving votes of two thirds of the members present at an Annual or Extraordinary General Meeting. Such appeal or amendment shall take effect from the date of their approval by the Director-General of Inland Revenue and by the Registrar of Societies.

ARTICLE 17 - Dissolution
17.1 ENSEARCH shall not be dissolved except with the consent of not less than three-fourths of the total membership of ENSEARCH expressed at a General Meeting convened for this purpose. The Council shall thereupon or at such future date as shall be specified in such resolutions proceed to realise the property of the ENSEARCH and after discharge of all liabilities, shall dispose of the residue in accordance with the following provision and upon the completion of disposal of such residue ENSEARCH shall be dissolved.

17.2 Notice of dissolution shall be given within seven days of the dissolution to the Registrar of Societies.

17.3 If upon winding up or dissolution of ENSEARCH there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of ENSEARCH but shall be given or transferred to some other institution or institutions having objects similar or cognate to ENSEARCH at or before the time of dissolution having been approved by the Director General of Inland Revenue, Malaysia and if and so far as effect cannot be given to such provision then some charitable object approved by the Director General of Inland Revenue, Malaysia.

ARTICLE 18 - Interpretation
18.1 The Council shall be the sole authority for interpretation of the Articles and of the Rules and the decision of the Council upon any question of interpretation or upon any matter affecting the Council and not provided for by these Articles and by the Rules shall be final and binding on the members, unless revoked by the General Meeting.


SCHEDULE 1 – EMBLEM OF ENSEARCH

The Emblem of ENSEARCH shall be as depicted above. The 3 colour scheme – Green, Blue and Brown, in the Emblem signifies, respectively, our Natural, Water and Built Environment. The Natural Environment is reflected by the leaf shape, the Water Environment by the water droplet shape and the Built Environment by the square shape. The globe is enclosed within the water droplet to signify the fact that we live in a blue water planet. The green leaf covering over the blue water planet and the brown square signifies ENSEARCH’s mission of promoting excellence in environmental management among our members to ensure the sustainable development of our natural and built environment. Our motto “ENSEARCH For a Better Environment” is nicely encapsulated within our Emblem.

PERSATUAN PENGURUSAN DAN
PENYELIDIKAN ALAM SEKITAR MALAYSIA

(ENVIRONMENTAL MANAGEMENT & RESEARCH ASSOCIATION OF MALAYSIA)


PROXY FORM

I/We ________________________________________ being a member of the above mentioned Association, with Membership Number _________________________________ hereby appoint _______________________________ with Identity Card/Passport Number ________________ as my proxy to vote on my behalf at the Annual General Meeting/Extraordinary General Meeting of the Association to be held on _______________________ at _______________________ and at any adjournment.



Signed …………………………………………… this day of ………………………………

Member's Name/Company Stamp ……………………….

Contact Tel. Number: ……………………………………...


Note: A proxy must be lodged not less than 48 hours before the meeting.

Insert Schedule 2 – Regional Branches of ENSEARCH here.