First Schedule FIRST SCHEDULESupplementary
[Subsection 2(2)] 1. (1) A member of the Authority shall be deemed to have vacated his office if he fails to attend three consecutive meetings of the Authority without the permission in writing of the Minister. (2) There shall be paid to members of the Authority, or to such of those members as the Minister may determine, such salaries, remuneration or allowances as he may determine. (3) Any minutes made of any meeting of the Authority shall, if duly signed, be receivable in evidence in all legal proceedings without further proof and every such meeting shall be deemed to have been duly convened and held and all members present at such meeting shall be deemed to have been duly qualified to act. 2. (1) The quorum for meetings of the Authority shall be seven. (2) If on any question to be determined by the Authority there is an equality of votes, the Chairman or other member acting as Chairman shall have a casting vote. (3) Subject to subparagraphs (1) and (2), the Authority shall determine its own procedure. 3. (1) The Authority may appoint committees for any purpose arising out of or connected with any of its powers, duties and functions under this Act; any committee so appointed shall include not less than one member of the Authority, and there may be appointed to such committee such other persons as the Authority may think fit. (2) Any committee appointed under subparagraph (1) may appoint one or more sub-committees; any sub-committee so appointed shall include not less than one member of the committee appointing it, and there may be appointed to such sub-committee such other persons as the committee appointing it may think fit. (3) Any committee or sub-committee so appointed shall conform to any instructions from time to time given to it by the Authority, and the Authority may at any time discontinue or alter the constitution of any committee or sub- committee so appointed. (4) There may be paid to members of any committee or sub-committee such remuneration or allowances as the Authority may from time to time determine with the approval of the Minister. (5) The Authority, a committee or a sub-committee may, respectively, invite any person who, in its opinion, is possessed of special knowledge of advantage to it, to attend any meeting of the Authority, committee or sub-committee and the person so invited shall not be entitled to vote at any such meeting. (6) Any minutes of any meeting of any committee or sub-committee shall, if duly signed, be receivable in evidence in all legal proceedings without further proof and every such meeting shall be deemed to have been duly convened and held and all members of the committee or sub-committee present at such meeting shall be deemed to have been duly qualified to act. 4. (1) The Authority shall have a common seal, which shall bear such device as the Authority shall approve and such seal may from time to time be broken, changed, altered or made anew, as the Authority may think fit. (2) The common seal shall be authenticated by either the Chairman or such other person as may be authorized by the Authority or by any officer authorized by either of them in writing; and all deeds, documents and other instruments purporting to be sealed with the said seal, authenticated as aforesaid, shall until the contrary is proved 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 under seal may, in like manner, be executed by the Authority and any such document or instrument may be executed on behalf of the Authority by any officer or servant of the Authority generally or specially authorized by the Authority in that behalf. SECOND S CHEDULE [Subsection 3(3)] 1. The Authority shall, on or before the date on which any corporation is established under section 3, make regulations in respect of the corporation defining— (a) the purposes and objects for which the corporation is established; (b) the rights, powers, duties and functions of the corporation; (c) the system of management of the corporation and of any fund established for the purpose of the corporation; and (d) the relations between the corporation and the Authority and its rights of control over the corporation. 2. Subject to this Act, any regulations made under paragraph 1, shall be binding on the corporation in respect of which they were made and shall have effect for all purposes as if they had been enacted in this Act. 3. The Authority may at any time amend, revoke, or add to, any regulations made in respect of any corporation under paragraph 1. 4. The Authority may direct that any corporation established by it shall be wound up and dissolved. 4A. (1) Notwithstanding the provisions of paragraph 4, the Authority pursuant to subsection 3 (3A) may apply to register as a company under the Companies Act 1965 a corporation which has been established under paragraph 3(3)(a) without first winding-up and dissolving such corporation. (2) In so applying to register a corporation as a company, the Authority shall comply with the provisions of the Companies Act 1965, and the provisions of this Act shall not be construed to derogate from the powers of the Registrar of Companies under that Act. (3) Upon its registration as a company under the Companies Act 1965, the corporation shall be deemed to be dissolved, and— (a) all powers, rights, privileges, duties, liabilities or obligations that immediately before registration were those of the corporation shall devolve on the company; (b) all assets and movable and immovable property that immediately before registration were vested in the corporation or any person acting on behalf of the corporation shall vest in the company without any conveyance, assignment or transfer whatsoever and the company shall, in respect of all immovable property, apply to the proper registering authority for an entry to be made to that effect; (c) all deeds, bonds, agreements, instruments and working arrangements subsisting immediately before registration in favour of or against the corporation shall be in full force and effect in favour of or against the company and enforceable as fully and effectually as if, instead of the corporation or any person acting on behalf of the corporation, the company had been named therein or been a party thereto; and (d) any proceedings, whether civil or criminal, or cause of action pending or existing immediately before registration by or against the corporation or any person acting on behalf of the corporation may be continued or instituted by or against the company as it might have been by or against the corporation. (4) If any difficulty or anomaly arises in connection with the transitional provisions contained in this paragraph the Minister may, after consultation with the Minister charged with responsibility for companies, by order make such modifications as appear to him to be necessary for removing, resolving or preventing such difficulty or anomaly but he shall not exercise the powers conferred by this subparagraph after the expiration of two years of a corporation being registered as a company pursuant to section 3(3A). 5. Every corporation established under section 3, shall be a body corporate by such name as the Authority shall give to the corporation and shall have perpetual succession and a common seal and may sue and be sued in that name, and may enter into contracts and may hold and deal in or with any immovable or movable property and may do all other matters and things incidental or appertaining to a body corporate not inconsistent with this Act and subject to such restrictions or limitations as may be prescribed by the Authority in each case. 6. (1) Every such corporation shall have a common seal, which shall bear such impression as the corporation, with the approval of the Authority, may determine and such seal may from time to time be broken, changed, altered or made anew by the corporation, with the approval of the Authority as the corporation shall think fit. (2) Until a seal is provided by the corporation under this paragraph a stamp bearing the name of the corporation encircling the letters “FAMA” may be used as a common seal. (3) The common seal, or the stamp referred to in subparagraph (2) shall be in the custody of such persons as the corporation shall direct and shall be authenticated by those persons; and all deeds, documents and other instruments purporting to be sealed with the seal, authenticated as aforesaid, shall until the contrary is proved, 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 corporation; and any such document or instrument may be executed on behalf of the corporation by any officer or servant of the corporation generally or specially authorized by the corporation in that behalf. (4) The seal of every corporation shall be officially and judicially noticed. LAWS OF MALAYSIA FEDERAL AGRICULTURAL MARKETING