Chapter 1 — Establishment
Establishment of the Commission
(1) A body corporate by the name of “Malaysia Co-operative Societies Commission” is established.
(2) The Commission shall have perpetual succession and a common seal, and may sue and be sued in its corporate name.
(3) The Commission, subject to and for the purposes of this Act, upon such terms as it deems fit, may—
(a) enter into contracts;
(b) acquire, purchase, take, hold and enjoy movable and immovable property of every description; and
(c) sell, convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, lease, let, sub-let or otherwise dispose of, or deal with any movable or immovable property or any interest vested in the Commission.
Objects of the Commission
The objects of the Commission are to—
(a) foster sound and orderly development of co-operative societies and the co-operative sector in accordance with co-operative values and principles to contribute towards achieving the socio-economic objectives of the nation;
(b) promote a financially sound, progressive and resilient co-operative sector; and
(c) maintain confidence in the co-operative movement.
Vesting provisions
(1) Subject to this Act, the Minister may, by order published in the Gazette, appoint a vesting date and on such date all property, rights and liabilities of—
(a) the Government of Malaysia;
(b) the Registrar-General of Co-operative Societies for Malaysia under the Co-operative Societies Act 1993;
(c) the Registrar of Fishermen’s Associations under the Fishermen’s Associations Act 1971 [Act 44]; and
(d) the Registrar of Farmers’ Organizations under the Farmers’ Organization Act 1973 [Act 109],
(hereinafter in this section, the persons mentioned in paragraphs
(b), (c) and (d) collectively referred to as “the transferor”) relating to co-operative societies and as specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Commission without any conveyance, assignment or transfer.
(2) Every power, function and duty of the transferor shall, by virtue of this Act, be transferred to and vest in the Commission.
(3) Every property vested by virtue of subsection (1) in the Commission shall be so vested in the Commission for the like title, estate or interest and on the like tenure as the property was vested or held immediately before the vesting date.
(4) Every chose in action, right or liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia or the transferor to give notice—
(a) to the person bound by the chose in action of; or
(b) to the person whose right or liability is affected by,
the vesting effected under subsection (1).
(5) Any pending legal proceedings by or against the Government of Malaysia or the transferor which relates to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission:
Provided that nothing in subsection 61(1) shall apply to the disclosure by the Commission of any record, book, register, correspondence, other document whatsoever, material or information, relating to the business and affairs of the Commission to the Government of Malaysia in relation to this subsection.
(6) In the case of rights and liabilities arising under any loan which are vested in the Commission on the vesting date, the Commission may enter into such agreements or arrangements over such rights and liabilities with the Government of Malaysia or any other person.
(7) On and after the vesting date, any agreement, deed or other arrangement relating to any property, right and liability transferred to and vested in the Commission under subsection (1) to which the Government of Malaysia or the transferor was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities
under the agreement, deed or other arrangement, as the case may be, could be assigned by the Government of Malaysia or the transferor shall have effect as if the Commission had been a party to such agreement, deed or other arrangement.
Common seal
(1) The common seal of the Commission may from time to time be broken, changed, altered and made anew as the Commission may think fit.
(2) Until a seal is provided by the Commission, a stamp bearing the words “Malaysia Co-operative Societies Commission” may be used and shall be deemed to be the common seal of the Commission.
(3) The common seal shall be used with the authority of the Board and every instrument to which the common seal is affixed shall be signed by the Executive Chairman or any director and shall be counter signed by the secretary or by a second director or by some other person as may be authorised by the Board and all deeds, documents and other instruments purporting to be sealed with the common seal, authenticated as aforesaid, shall, until the contrary is proven, be deemed to have been validly executed:
Provided that 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 Commission, and any such document or instrument may be executed on behalf of the Commission by any officer or employee of the Commission generally or specifically authorised by the Board on that behalf.
(4) The common seal shall be kept in the custody of the secretary or such other person as may be authorised by the Board.
(5) The common seal of the Commission shall be officially and judicially noticed.
Power to appoint Attorney
The Commission may, by instrument under its common seal, appoint a person whether in Malaysia or in a place outside Malaysia
to be its Attorney, and the person so appointed may, subject to the instrument, do any act or execute any power or function which he is authorized by the instrument to do or execute.
Power to establish office and subsidiary and to appoint agents
(1) The Commission may establish an office within Malaysia.
(2) The Commission may establish, within Malaysia, a subsidiary subject to the prior written approval of the Minister, and where the Minister so provides in the terms and conditions of the approval, such subsidiary shall have immunity of the Commission as provided in section 60 in carrying out the powers, duties or functions on behalf of the Commission.
(3) The Commission may appoint and employ agents to manage, administer, transact any business or to do any act required to be transacted or done in the execution of its functions or for the better carrying into effect the purposes of this Act, the Co-operative Societies Act 1993 and any other written law enforced by the Commission.
Appointment of person other than officer or employee
The Commission may, either generally or in any particular case, appoint any person who is not an officer or employee of the Commission to render such service as it may specify in the exercise of its powers, the performance of its functions, or the discharge of its duties under this Act, the Co-operative Societies Act 1993 and any other written law enforced by the Commission, or to exercise, perform or discharge the same on behalf of and in the name of the Commission.
Commission may establish committee
(1) The Commission may establish such committee as it considers necessary or expedient to assist it in the performance of its functions under this Act.
(2) The Commission may appoint any person to be a member of any committee established under subsection (1).
(3) A committee may elect any of its members to be chairman and may regulate its own procedure and, in the exercise of its powers under this subsection, such committee shall be subject to and act in accordance with any direction given to the committee by the Commission.
(4) Meetings of a committee shall be held at such times and places as the chairman of the committee may determine.
(5) A committee may invite any person to attend any meeting of the committee for the purpose of advising it on any matter under discussion but the person so invited shall not be entitled to vote.
(6) The members of a committee or any person invited to attend any meeting of the committee may be paid such allowances and other expenses as the Commission may determine.
(7) Section 15 shall apply to a member of a committee appointed under this section in the same manner as it applies to a director of the Board.
Chapter 2 — Board of directors
Duties and composition
(1) The Commission shall have a board of directors who shall be responsible for the policy and general administration of the affairs and business of the Commission.
(2) The Board may give decisions and exercise all powers and do all acts which may be exercised or done by the Commission.
(3) The Board shall consist of the following directors:
(a) an Executive Chairman appointed by the Yang di-Pertuan Agong;
(b) a Deputy Executive Chairman appointed by the Yang di-Pertuan Agong;
(c) the Governor or a Deputy Governor of Bank Negara Malaysia as nominated by the Governor;
(d) the Secretary General of the Ministry charged with the responsibility for co-operative development;
(e) the Secretary General or a Deputy Secretary General of the Ministry of Finance as nominated by the Minister of Finance;
(f) a Secretary General or a Deputy Secretary General of a ministry as appointed by the Minister; and
(g) six persons appointed by the Minister, at least two of whom shall be persons of standing and experience in the co-operative movement.
(4) The Board shall entrust the Executive Chairman with the day-to-day administration of the business and affairs of the Commission.
(5) The Executive Chairman and the Deputy Executive Chairman shall devote the whole of their professional time to the service of the Commission and while holding office shall not occupy any other office or employment whether remunerated or not.
(6) The Executive Chairman and the Deputy Executive Chairman shall be answerable and accountable to the Board for the exercise of their powers and the performance of their duties, functions and decisions.
(7) The Executive Chairman and the Deputy Executive Chairman shall be appointed on such terms and conditions as may be provided for in their respective letters of appointment.
(8) In the event that the Executive Chairman is unable to act due to inability or any other cause, the Deputy Executive Chairman shall exercise the powers and perform the duties, functions and responsibilities of the Executive Chairman during the period of such inability including any power or function delegated to the Executive Chairman by the Board under section 24.
By-laws of Board
(1) The Board may make such by-laws as are necessary or expedient in relation to the administration, management, control, business, assets and affairs of the Commission including—
(a) the functions, powers, duties, remuneration, allowance, honorarium, benefits and terms and conditions of service, code of conduct of or surcharge on officers, employees, agents and consultants of the Commission;
(b) the conflicts of interest in respect of directors, officers and employees of the Commission;
(c) the appointment, terms of reference and activities of agents, consultants or committees established by the Commission;
(d) the rules and procedure to be observed by the directors at Board meetings; or
(e) such other matters as may be required to be provided for under by-laws in this Act.
(2) By-laws made under this section shall be binding on all persons to whom the by-laws apply and no person shall be convicted of an offence under this Act, unless the by-laws were given on him or he knew, or avoided getting to know, of the giving thereof.
Tenure of office
(1) The Executive Chairman and the Deputy Executive Chairman shall each be appointed for a term not exceeding five years and shall be eligible for re-appointment.
(2) The directors who hold appointment as members of the Board in accordance with paragraphs 11(3)(c), (d), (e) and (f) shall be ex-officio members.
(3) Subject to such conditions as may be specified in his instrument of appointment, the tenure of office of a director other than those provided in subsections (1) and (2) shall be for a term not exceeding three years and shall be eligible for re-appointment.
Resignation
A director appointed under paragraph 11(3)(g) may at any time resign his office by a written notice addressed to the Minister.
Disqualification and termination of director
(1) No person shall be appointed, or shall remain, as a director who is an officer of a co-operative society as defined in section 2 of the Co-operative Societies Act 1993.
(2) The Minister may terminate or suspend the appointment of any director if the director—
(a) resigns his office;
(b) becomes of unsound mind or otherwise becomes incapable of carrying out his duties;
(c) has been imposed any form of restriction or supervision by bond or otherwise, under any law relating to prevention of crime, or to preventive detention for prevention of crime or drug trafficking, or to restricted residence, or to banishment or immigration;
(d) becomes a bankrupt or commits an act of bankruptcy as provided for in the Bankruptcy Act 1967 [Act 360];
(e) has been charged for a criminal offence under any written law punishable with imprisonment, whether by itself, or in lieu of, or in addition to, a fine, in any court in or outside Malaysia;
(f) is guilty of serious misconduct in relation to his duties under this Act; or
(g) is absent, except on leave granted by the Minister in the case of the Executive Chairman or by the Executive Chairman in the case of all other directors, from two consecutive meetings of the Board.
Actions and proceedings of Board not affected by vacancy, etc.
The Board may act notwithstanding any vacancy and its proceedings shall not be invalidated by—
(a) the absence of any director;
(b) any defect afterwards discovered in the appointment or qualification of any director or the constitution of the Board;
(c) any omission, defect or irregularity in the convening or conduct of a meeting; or
(d) the presence or participation of a person who is not a director.
Allowance or honorarium
All directors may be paid such allowance or honorarium as the Minister may determine.
Duties of director
(1) A director shall, at all times, act honestly and in the best interest of the Commission and use reasonable diligence in the discharge of the duties of his office.
(2) A director or any person who has been a director shall not—
(a) make improper use of any information acquired by virtue of his position as a director to gain, directly or indirectly, an advantage for himself or for any other person; or
(b) do, say or publish anything which may be detrimental to the interests of the Commission.
Meeting
(1) The Executive Chairman, or in his absence the Deputy Executive Chairman, shall summon meetings of the Board as often as may be necessary but not less than six times a year.
(2) The quorum for a meeting of the Board shall be five, at least two of whom shall be directors referred to in paragraphs 11(3)(c), (d), (e) and (f).
(3) The Executive Chairman, or in his absence the Deputy Executive Chairman, shall preside at all meetings of the Board.
(4) The decision of the Board shall be adopted by a simple majority of the votes of the directors present and voting.
(5) In the case of an equality of votes, the chairman shall have a casting vote.
(6) A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and any such resolution may consist of several documents in like form, each signed by one or more directors.
(7) Nothing in this section shall prevent the Executive Chairman, or in his absence the Deputy Executive Chairman, from authorizing a director to use live video, television links or other appropriate communication or multimedia facilities to participate in any meeting of the Board where, prior to the meeting, the director, by notification to the Executive Chairman or the Deputy Executive Chairman, as the case may be, has requested for such authorization.
Board may invite others to meeting
(1) The Board may invite any person to attend any meeting of the Board for the purpose of advising it on any matter under discussion but the person so invited shall not be entitled to vote.
(2) The person so invited to attend any meeting of the Board may be paid such allowances and other expenses as the Commission may determine.
Disclosure of interest
(1) A director, or a member of a committee, who has or acquires, a direct or indirect, interest in relation to any matter under discussion by the Board or committee shall disclose to the Board or committee, as the case may be, the existence of his interest and nature thereof.
(2) A disclosure under subsection (1) shall be recorded in the minutes of the Board or committee, as the case may be, and after the disclosure, the director or member of the committee shall—
(a) not take part nor be present in any deliberation or decision of the Board or committee, as the case may be; and
(b) be disregarded for the purpose of constituting a quorum of the Board or committee, as the case may be, relating to the matter.
(3) No act or proceedings of the Board or committee shall be invalidated on the ground that any director or any member of the committee has contravened the provisions of this section.
Minutes of meeting
(1) The Board or committee shall cause minutes of all their meetings to be maintained and kept in a proper form.
(2) Any minutes of meetings of the Board or any committee established under section 10, if duly signed, shall, in any legal proceedings, be admissible as prima facie evidence of the facts stated therein and every meeting of the Board or committee in respect of the proceedings 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.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
