s 31 Power to terminate operation of Act
(1) If at any time it appears to the Minister that it is no longer necessary that this Act should remain in force, the Minister may, with the concurrence of the Minister of Finance, direct the Board to call a general meeting of the members of the Bank for the purpose of constituting a Board of Directors under the by-laws of the Bank. (2) As soon as possible after a Board of Directors has been constituted under the by-laws of the Bank pursuant to subsection (1), the Minister may by order published in the Gazette declare that this Act shall cease to remain in force, and such an order may contain such consequential or transitional provisions as the Minister may deem necessary or expedient. (3) Subject to subsection (4), on the date when the order under subsection (2) takes effect, the Board shall be divested of the management and administration of the Bank, and such management and administration shall vest in the Board of Directors constituted under the by-laws of the Bank pursuant to subsection (1). (4) Notwithstanding subsection (3), until such time as the Board of Directors constituted under the by-laws of the Bank meets or holds its first meeting, the Board established under subsection 4(1) may continue to manage and administer the affairs of the Bank on behalf of the said Board of Directors. F IRST SCHEDULE [Section 5] SUPPLEMENTARY PROVISIONS RELATING TO THE BOARD, THE BANK, AND THE PRINCIPAL OFFICERS OF THE BANK Composition of the Board 1. (1) The Board shall consist of a Chairman and not less than six and not more than nine other members. (2) The Minister shall, by notification in the Gazette, appoint the Chairman and other members of the Board. Tenure and incidents of office of director 2. (1) The appointment of the Chairman and other directors shall be for a period not exceeding two years, but any such appointee shall be eligible for reappointment. (2) The Minister may at any time revoke any appointment made under subparagraph (1) without assigning any reason therefor. (3) The Chairman and other directors shall be paid by the Bank such remuneration and allowances as the Minister may, with the concurrence of the Minister of Finance, determine. (4) During any absence or inability of the Chairman or any other director for any cause, the Minister may appoint another person to be a temporary Chairman or director, as the case may be. (5) Without prejudice to subparagraph (2), the Minister shall revoke the appointment of the Chairman or any other director if he— (a) has been guilty of serious misconduct in relation to his office; (b) has been absent, except with leave, from three meetings of the Board successively; or (c) has failed to fulfil his obligations duties under this Act, the *Ordinance, the rules made thereunder, or the by-laws of the Bank. (6) A person shall be disqualified from being appointed or remaining as a Chairman or director if he— (a) is of unsound mind or otherwise incapable of carrying out his duties; (b) has committed an act of bankruptcy as provided in the Bankruptcy Act 1967 [Act 360]; or (c) has been convicted in Malaysia of an offence and sentenced to imprisonment for a term of not less than twelve months, or of an offence involving fraud, dishonesty, or moral turpitude. Managing Director and General Managers 3. (1) The Board may, with the concurrence of the Minister, appoint one of the directors to be the Managing Director and one or more other persons, not being directors, to be General Managers, on terms and conditions laid down by the Board with the approval of the Minister given with the concurrence of the Minister of Finance. (2) The powers, duties, and responsibilities of the Managing Director and the General Managers shall, subject to this Act, be as specified by the Board. (3) The Managing Director and every General Manager shall be full-time employees of the Bank and shall devote themselves entirely to the service of the Bank and shall be answerable to the Board for their acts and decisions. Secretary of the Bank 4. (1) The Board shall appoint a Secretary of the Bank on such terms and conditions as may be approved by the Board. (2) The Secretary shall also serve as secretary to the Board. Meetings of the Board 5. (1) At any meeting of the Board, the Chairman or, in the absence of the Chairman, a director elected by the directors present at the meeting shall preside. (2) The Board shall meet as often as necessary but not less frequently than once a month. (3) The Secretary shall summon a meeting of the Board whenever directed to do so by the Chairman or whenever he receives a request in writing to do so from at least three directors. (4) Except as provided in subparagraph (5), the Secretary shall cause notice of each meeting of the Board to be served on all directors present in Malaysia at least three clear days before the date of the meeting. (5) Where a meeting of the Board has to be summoned urgently, then, notwithstanding subparagraph (4), it shall be sufficient if the earliest possible notice is given either in writing or verbally, including by telephone or telegram. (6) Four members of the Board present at a meeting, including the person presiding, shall constitute a quorum. (7) If within half an hour from the time appointed for holding a meeting of the Board a quorum is not present, the meeting shall stand adjourned to the following day at the same time and place, and if within fifteen minutes from the time appointed for holding the adjourned meeting a quorum is not present, the directors present shall constitute a quorum. (8) Except where otherwise provided in this Act, all decisions at a meeting of the Board shall be adopted by a simple majority of votes of the directors present and voting, but if on any question the votes are equally divided, the person presiding shall have a casting vote. Financial year 6. The financial year of the Bank shall commence on the 1 January and end on the 31 December. Disclosure of interest 7. (1) A director who has, directly or indirectly, any interest in any matter or business being or to be discussed or transacted at any meeting of the Board, being an interest that conflicts or is likely to conflict with his duties and functions as a director, shall, at the meeting, disclose the nature of his interest before the matter or business is discussed or transacted or as soon as he is aware of his interest in the matter or business. (2) A disclosure under subparagraph (1) shall be recorded in the minutes of the meeting. (3) After the disclosure, the director shall not remain present at the meeting, or qualify for the purpose of quorum, while the matter or business in question is being discussed or transacted, nor shall he take part in the discussion or transaction. (4) A person who contravenes or fails to comply with subparagraph (1) or (3) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding five thousand ringgit or to imprisonment for a term not exceeding two years or to both. (5) No act, proceeding, or decision of the Board shall be rendered invalid on the ground of the contravention by a director of subparagraph (1) or (3). *NOTE—The Cooperative Societies Ordinance 1948 has since been revised as the Cooperative Societies Act 1948 [Act 287] and later repealed by the Cooperative Societies Act 1993 [Act 502]– see paragraph 95(1)(a) of Act 502.