ARTICLE I 1. NAME OF THE ASSOCIATION

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1 ARTICLE I 1. NAME OF THE ASSOCIATION The name of the Association shall be the Persatuan Perubatan Brunei (Brunei Medical Association) or in abbreviation the BMA, hereinafter referred to as The Association. 2. THE ASSOCIATION S ADDRESS i. The Association s address is at Brunei Doctor s Mess Club, 4 th Floor, Raja Isteri Pengiran Anak Saleha Hospital, Bandar Seri Begawan, BA1710 Brunei Darussalam ii. The Association s correspondence address is at P.O. Box 481, MPC Berakas BB3577 Brunei Darussalam iii. The Association s official e- mail address is brunei.medical.association@gmail.com iv. The registered place of business of the Association shall not be changed without the prior approval of the Registrar of Societies. 3. MOTTO The motto of the Association shall be, Bersatu Berkhidmat (United to Serve) 4. EMBLEM i. The logo of the Association shall be as shown below: 1

2 ii. The interpretation for the logo is as follows: a) The logo was created using the jawi acronym for Persatuan Perubatan Brunei using the letters Pa, Pa and Ba where the letters were arranged to look resemble the logo normally used by the medical profession b) The crescent symbolizes Islamic values which is also the symbol used to represent health in Muslim countries c) The book found on top of the pillar symbolizes the importance of the attainment of knowledge in the medical profession d) The colour red is synonymous with the colour of logos in many health agencies ARTICLE II OBJECTIVES & RESPONSIBILITIES 1. OBJECTIVES i. To promote and maintain the honour and interests of the medical profession in Brunei Darussalam. ii. To voice the views of the profession in matters relating to the health and wellbeing of the Bruneian community. iii. To support a high standard of medical ethics and conduct. iv. To promote social, cultural, charitable and professional activities among members of the Association v. To enlighten the public on health issues in Brunei Darussalam vi. To collaborate with the Government of His Majesty the Sultan and Yang Di Pertuan of Brunei Darussalam and other bodies in fulfilling the above objectives. vii. To publish articles, papers, journals and other materials in furtherance of the above objectives. viii. To organize conferences, seminars and other educational and professional activities in furtherance of the above objectives. 2. RESPONSIBILITIES i. To arrange periodic meetings of the members. ii. To create an account in the name of the Association for the purpose of executing financial transactions deemed necessary by the Executive Committee in support of the Association s objectives. iii. To collect or otherwise acquire sums of money for educational, scientific and charitable purposes and to establish, manage and maintain a Fund for such purposes. iv. To acquire property by purchase, build or lease or otherwise occupy premises, to deal with such property; to invest such liquid assets as it may have and in a proper case borrow as may be necessary for any of the objectives of the Association. 2

3 ARTICLE III MEMBERSHIP The membership of the Association should consist of the following categories i) Ordinary Membership Ordinary Membership shall be open to every medical practitioner registered with the Brunei Medical Board and/or working with the Royal Brunei Armed Forces. ii) iii) iv) Life Membership Life Membership of the Association may be granted to: a. Ordinary Members who have been in continuous membership for at least five years, who have reached the age of 60 years and who have retired from active professional practice in Brunei Darussalam; & b. Ordinary Members who have been in continuous membership for 30 years without any further payment of subscriptions. c. Ordinary members on payment of a sum equivalent to 20 years annual subscription at Ordinary rate. Honorary Membership Honorary Membership may be conferred on persons who are distinguished in public life or who have rendered meritorious service to the medical profession or to this Association. Student Membership Student Membership shall be open to all medical students upon application and payment of annual subscription. v) Overseas Membership Overseas Membership shall be open to any medical practitioner, having been a B.M.A. Ordinary Member leaves Brunei Darussalam and takes up permanent residence outside Brunei Darussalam or any medical practitioner who is a citizen or permanent resident of Brunei Darussalam who is currently working overseas. 3

4 ARTICLE IV ELECTION OF MEMBERS 1. Election of Life, Ordinary, Student or Overseas Members shall be made by the Executive Committee of the Association 2. Every candidate for admission as an Ordinary, Student or Overseas Member shall complete and sign such application form as the Executive Committee from time to time determine. 3. Upon election of a member, notice in writing thereof shall be given to him, and he shall be furnished with a copy of this Constitution, and a request to remit the amount of his first subscription to the Honorary Treasurer within fourteen days of such request. Upon the payment of his first subscription, but not before, he shall become a member of the Association, and be bound by the Constitution and Rules, and be entitled to all the benefits and privileges of membership. 4. Honorary Members shall be elected at a General meeting on the recommendation of the Executive Committee. ARTICLE V FINANCIAL MATTERS 1. The Financial Year shall start on January 1 st and end on December 31 st. The annual subscriptions for Ordinary and Overseas Members shall be: 1 st year after graduation 25% of full rate 2 nd to 4 th year after graduation 50% of full rate 5 th year onwards after graduation 100% of full rate 2. The Annual Subscription for the upcoming year for full paying Ordinary Members will be determined at the Annual General Meeting. 3. An Ordinary Member who is temporarily absent from Brunei Darussalam for an extended period of one year or above is entitled to request for suspension of membership, and membership subscription for that period will be waived, if he so notifies the Secretary before his departure. 4

5 4. The Executive Committee shall have the power to waive membership dues for one financial year in specific cases where an Ordinary Member, because of circumstances beyond his control, is unable to enjoy the rights and privileges of membership. Extension of such waiver beyond one financial year shall require endorsement by succeeding Executive Committee at their discretion. Temporary illness and temporary absences from the State, including study leave, shall not qualify a member for waiver under this Section. 5. Honorary & Life Members are not required to pay any annual subscription. 6. The Executive Committee shall have the power to delete the names from the membership list of those who have died. The Executive Committee shall have the power to suspend membership privileges and rights (including the right to vote) of those members who persistently do not pay up their subscription after one year, provided that two registered reminders have been served on them by the Honorary Treasurer. However, their names shall be deleted from the membership list only after they have been in arrears of subscription of more than one year. 7. The Annual Subscription for Student Members shall be 20% of the Ordinary member fee. 8. Any change in the subscription fee shall be noted in the minute of the meeting and shall be notified to the Registrar of Societies should there be any change. 9. The Association will appropriate funds through member subscription fees, the organization of social, cultural, charitable and professional activities, sponsorship with the approval of the relevant government agency, the sale of assets belonging to the Association, investments made under the name of the Association and the selling of any materials under the name of the Association that have been sanctioned by the Executive Committee. ARTICLE VI PRIVILIGES OF MEMBERSHIP 1. Ordinary members have the right to vote. 2. Only Ordinary members who are citizens and permanent residents of Brunei Darussalam are allowed to hold office. 5

6 3. Honorary and Student Members shall be entitled to all the benefits and privileges of Ordinary Members, except that they shall not be eligible to hold office or to vote. 4. Life Members shall be entitled to all rights and privileges of Ordinary Members, including the right to vote and hold office. 5. Any Members of the Association may resign by giving to the Honorary Secretary of the Association notice in writing to that effect, providing that any member giving such notice shall be liable to pay his/her subscription up to and including the current year in which such notice was given. 6. Overseas Members, who are citizens or permanent residents of Brunei Darussalam, shall be entitled to all the benefits and privileges of Ordinary Members except that they shall not be eligible to hold office. ARTICLE VII TERMINATION OF MEMBERSHIP 1. The Executive Committee shall have the power to terminate the membership of any Ordinary or Overseas Members if he has not paid his subscription and/or any levies imposed by the BMA Executive Committee for more than two years, provided that the Executive Committee may at any time in their discretion, restore him to membership upon payment of all arrears of subscriptions, levies, and/or monies then due to the Association. 2. The Executive Committee shall have power to expel from membership of the Association any Member: i. who has been convicted in a court of law and sentenced to imprisonment for a period of over one year without the option of a fine, or ii. whose name has been erased from the Brunei Medical Board Registry, or iii. whose conduct is detrimental to the honour and interests of the Medical Profession or of the Association or calculated to bring the Profession into disrepute, or iv. who has wilfully and persistently refused to comply with the Constitution of the Association and/or resolutions passed by the general body. 3. Any member aggrieved by the decision of the Executive Committee shall have the right to appeal to an Extra- Ordinary General Meeting called for this purpose. The Executive Committee shall call an Extra- Ordinary General Meeting if requested to do so by an aggrieved member within twenty- one (21) days of receiving such request. The procedure at such a meeting shall be in accordance with ARTICLE XI Section 2. 6

7 4. Any member who has passed away will cease to be a member of the Association. Such a member will also be freed from any encumbrances of membership from the date of demise. ARTICLE VIII MANAGEMENT OF THE ASSOCIATION 1. The Association shall be managed by the Executive Committee consisting of the President, Vice President, Secretary, Deputy Secretary 1, Deputy Secretary 2, Treasurer, Deputy Treasurer and four other ordinary executive Members. 2. The members of the Executive Committee shall hold office for a period of two years. A retiring Member shall be eligible for re- election. 3. Only Ordinary and Life Members of the Association who are citizens and permanent residents of Brunei Darussalam are eligible to be in the Executive Committee. 4. Nominations of candidates to fill vacancies in the Committee shall be signed by two Ordinary/ Life Members and contain a consent to act, if elected, signed by the person nominated and shall be left with or forwarded by post to the Secretary so as to reach him at least thirty (30) days before the annual general meeting. Nominations shall be circulated to the members fourteen days before the annual general meeting. 5. Any members who hold the post of Director- General and above within the Government of His Majesty The Sultan and Yang Di- Pertuan of Brunei Darussalam cannot be nominated as a member of the executive committee. 6. If the number of nominations for the vacancies in the Committee does not exceed the number of vacancies, the persons so nominated shall be duly elected at the annual general meeting, and any remaining vacancies shall be filled by election at the annual general meeting. If the number of nominations exceeds the vacancies, voting shall be carried out by secret ballot at the annual general meeting - balloting lists of the names of the candidates in alphabetical order shall be prepared and one such list shall at the annual general meeting be given to each Member who shall be entitled to vote for as many candidates as there are vacancies to be filled and no more. The candidates, up to the number of vacancies, who shall receive the most votes, shall be declared elected and in the case of two or more candidates receiving an equal number of votes another voting by secret ballot shall be carried out at the annual general meeting with the names of only the affected candidates placed in alphabetical order. 7

8 7. After the election of the Committee has been completed, the committee member with the highest number of votes has the option of becoming president. The committee shall then decide amongst themselves the post of Vice President, Secretary, Deputy Secretary 1, Deputy Secretary 2, Treasurer and Deputy Treasurer. 8. Should this committee member with the highest vote decline the position as President, the elected committee members shall elect amongst themselves the post of the President, Vice President, Secretary, Deputy Secretary 1, Deputy Secretary 2, Treasurer and Deputy Treasurer. 9. The newly- elected Committee shall take over office after the annual general meeting. 10. In the event of any casual vacancy arising in respect of the office of the President, Vice President, Secretary, Deputy Secretary 1, Deputy Secretary 2, Treasurer and Deputy Treasurer, the Committee shall at its next meeting or as soon as possible thereafter elect one of its members to fill the vacancy and the Registrar must be informed in writing not more than fourteen (14) days upon election. 11. Any member of the Committee who fails to attend 3 consecutive meetings of the Committee shall automatically cease to be a member of the Committee unless the failure to attend is due to physical disability or to absence from Brunei at the time of the meetings, or to any other reasons considered valid by the executive committee. Any member disqualified from serving on the Committee under this clause shall only become eligible to serve again if elected at the next annual general meeting. ARTICLE IX POWERS AND DUTIES OF THE OFFICERS OF THE ASSOCIATION 1. The President i. The President shall take the Chair at all General Meetings of the Association and at all meetings of the executive committee. ii. iii. The President shall have the right to call meetings of the executive committee. The President shall have a casting vote in addition to his vote as a member. 2. The Vice President All duties, powers and responsibilities of the President shall, in his absence, devolve upon the Vice President. 8

9 3. The Secretary i. The Secretary shall be responsible for summoning all General Meetings of the Association, and all meetings of the Executive Committee. ii. iii. The Secretary shall keep minutes of the General Meetings of the Association and of the meetings of the executive committee. He shall keep all members informed of all the important activities of the Association. The Secretary shall conduct the correspondence of the Association under the direction of the President and executive committee and shall keep a register of all members of the Association. iv. At least forty (40) days before the date fixed for the Annual General Meeting of the Association, the Secretary shall inform all members of the Association in writing of the days fixed for such Annual General Meeting, and draw their attention to Article XI Section 1, Sub- Section (iii). v. At least two weeks before the date fixed for the Annual General Meeting of the Association, the Secretary shall send to all members of the Association: (a) (b) (c) a report of the executive committee on the activities of the Association during the year preceding; a list of the names of members of the Association who joined in the past year, and an audited statement of accounts for the year preceding. 4. The Deputy Secretary 1 & 2 i. The Deputy Secretary 1 & 2 shall assist the Secretary in his duties and responsibilities. ii. All duties, powers and responsibilities of the Secretary shall, in his absence, devolve upon the Deputy Secretary 1 or Deputy Secretary 2. 9

10 5. The Treasurer i. The Treasurer shall be responsible for the collection and accounting of all the funds of the Association, and shall issue receipts for all payments made to the Association. ii. The Treasurer shall open such banking account as the executive committee may direct, and shall deposit therein all monies received by him on behalf of the Association. All cheques issued by the Association shall be signed by any two of the below: (a) (b) (c) The Treasurer The President The Secretary iii. iv. At the end of January of each year, the Treasurer shall give notice to all members whose subscriptions are in arrears. The Treasurer shall be responsible for the preparation of the audited statement of accounts referred to in Article IX, Section 3, Sub- section (v) (c). 6. The Deputy Treasurer i. The Deputy Treasurer shall assist the Treasurer in his duties and responsibilities. ii. All duties, powers and responsibilities of the Treasurer shall, in his absence, devolve upon the Deputy Treasurer. ARTICLE X POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE 1. The Executive Committee of the Association shall meet at least once in every three months. 2. Five members of the Executive Committee shall form a quorum. 3. The Executive Committee of the Association shall elect Ordinary Members in accordance with Article IV. 4. The Executive Committee shall have power to appoint a member to fill any vacancy in the Executive Committee until the next Annual General Meeting. 10

11 5. The Executive Committee shall have power to appoint, pay and dismiss any servants employed by the Association. 6. The Executive committee may delegate to a paid Secretary or Treasurer such duties of the Secretary and of the Treasurer as the Executive Committee shall from time to time decide. 7. The Executive Committee shall act on behalf of the Association in all matters whereon this Constitution and Rules do not expressly provide otherwise. Any such action shall be brought before the next Annual General Meeting for ratification. 8. The Executive Committee shall have power to form (and to dissolve) special groups of members having distinctive professional interest. The Constitution, finance, membership and administration of the special groups shall be subject to the control of the Brunei Medical Association, provided that the Executive Committee may delegate to them powers on such professional and other matters as the Executive Committee thinks fit. 9. The Executive Committee shall be empowered to nominate one of its officers to swear an affidavit against a doctor who is infamous or unethical in a professional capacity. ARTICLE XI GENERAL MEETINGS OF THE ASSOCIATION 1. The Annual General Meeting i. The Annual General Meeting of the Association shall be held during the last quarter of each year for the following purposes: (a) (b) (c) (d) (e) (f) (g) To receive from the Executive Committee and to adopt a report of the activities of the Association during the year preceding. To receive from the Executive Committee and to adopt an audited Statement of Accounts for the year preceding. To elect the other office- bearers for the coming year. To elect Trustees as and when necessary. To appoint a professional Auditor for the coming year. To decide on any resolution which may be duly submitted to the meeting as provided for under Section I, Sub- Section (iii) of this Article. To decide on the annual subscription fee for the forthcoming year 11

12 ii. At least forty (40) days before the date fixed for the Annual General Meeting of the Association, the Secretary shall inform all members in writing of the date, the time, and the place fixed for the Meeting, and he shall draw their attention to sub- section (iii) of this Article. iii. Any member desirous of moving any resolution at the Annual General Meeting shall give notice in writing thereof to the Secretary not less than thirty (30) days before the date of such Meeting. iv. At least fourteen (14) days before the Annual General Meeting of the Association, the Secretary shall notify all members of the agenda to be transacted at the Meeting and this shall include any resolutions which members have indicated their intention of proposing under the previous sub- section of this Article. 2. Extra Ordinary Meetings i. An Extraordinary General Meeting of the Association shall be convened by the Executive Committee at any time for considering amendment to the Constitution or Rules of the Association and/or any special reason. Upon receipt of a requisition in writing from any thirty (30) Ordinary Members of the Association stating the purpose for which they require an Extraordinary General Meeting to be convened, the Executive Committee shall convene an Extraordinary General Meeting within thirty (30) days. ii. Notice summoning an Extraordinary General Meeting shall be sent to all members not less than fourteen days before the date fixed for such a Meeting and shall state the business of the Meeting. iii. No business shall be dealt with by an Extra- Ordinary Meeting other than that for which it is specifically convened. 3. Quorum i. The quorum at all General Meetings (AGM or EGM) of the Association shall be twenty members or two- thirds or whichever is smaller. ii. In the event of a lack of quorum thirty minutes after the stated time of commencement on the day fixed for the AGM or EGM, the President shall postpone the meeting for thirty minutes, after which the members present (whatever their numbers) shall constitute a quorum for the meeting. Such a postponed General meeting (AGM or EGM) shall not be permitted to amend the Constitution or Rules of the Association. iii. In the event of a lack of quorum at an Extra- Ordinary General Meeting called by the Executive Committee, the procedure shall be as in Article XI, Section 3(ii). 12

13 iv. In the event of a lack of quorum at an Extra- Ordinary General Meeting summoned at the request in writing by twenty Ordinary Members, the President shall declare the meeting dissolved, and no such Extra- Ordinary General Meeting shall be convened for the same purpose for a period of six months. v. Minutes of all General Meetings shall be circularised to all members within one month and shall be taken as adopted if there are no objections from members who attended the meetings within two weeks of the date of the circular. Any amendments to the minutes shall be circularised and considered at the next Annual General Meeting. 4. Ballot supervisor i. Three (3) Ballot Supervisor(s) who are not Office Bearers in the Executive Committee or who are not candidates for election into the Executive Committee can be appointed, if required, during the Annual General Meeting or Extra- Ordinary Meeting. ii. They will be responsible for the supervision of all balloting and voting done during the Annual General Meeting or Extra- Ordinary Meeting iii. At least two (2) of the Supervisors must be present at all time during voting. iv. They will submit the results of the balloting and voting to the Executive Committee. ARTICLE XII AMENDMENTS TO THE CONSTITUTION AND RULES 1. Amendments to the Constitution and Rules shall either be made at the Annual General Meeting or an Extraordinary General Meeting of the Association. 2. The proposed amendments to the Constitution and Rules shall be made in writing to the Secretary at least thirty (30) days before the date of the Annual General Meeting or the Extraordinary General Meeting. 3. The proposed amendments shall be circulated to all members of the Association not less than fourteen days before the date of the Annual General Meeting. 4. Any resolution proposing any amendment of the Constitution and Rules of the Association shall be null and void unless at least two- thirds of the members present vote in favour of such resolution. 5. No amendments shall take effect until such amendments have been approved by the Registrar of Societies. 13

14 ARTICLE XIII PROPERTY AND TRUSTEES 1. All property and all income of the Association however derived shall be applied solely towards the promotion of the objects of the Association as set forth in Article II. 2. All property acquired by the Association shall be held by the limited company incorporated by the Association or vested in three trustees, who shall be recommended by the Executive Committee for appointment by the General Meeting of the Association. Their appointment shall be approved at the next General Meeting of the Association. Such trustees so appointed shall deal with the said property in the manner and under the direction of the executive committee, and shall serve for a period of five years. The General Meeting of members shall decide on which party - the limited company or the trustees - to hold the Association's property. 3. Any trustee may be removed from Office by a resolution passed and carried by three- fifths of members present and voting at an Annual General Meeting. ARTICLE XIV GENERAL No press release and no communication to any public body, Government or otherwise, may be made in the name of the Association except by the President of the Association or by the Secretary with the approval of the Executive Committee. ARTICLE XV AFFILIATION The Association shall be affiliated with the Medical Association of Southeast Asian Nations (MASEAN) and with any other organisation having objectives similar to those of the Brunei Medical Association only with the approval in writing from the Registrar of Societies. ARTICLE XVI DISPUTE 1. In the event of any serious dispute concerning the interpretation or application of the constitution, then any two (2) Executive Committee members or any five (5) members of the 14

15 Association shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, and be addressed to the Executive Committee. 2. The Executive Committee shall consider such declaration within one (1) month of receiving it. Should the Executive Committee not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the Executive Committee may, at its discretion, agree to refer the dispute to the Registrar of Societies for arbitration. 3. Any costs arising as a result of arbitration shall be be borne by the person(s) declaring the dispute. ARTICLE XVII DISSOLUTION 1. The Association shall not be dissolved, except with the consent of not less than 3/5 of the members of the Association expressed, either in person or by proxy at a General Meeting convened for the purpose or by postal vote. 2. In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged and the remaining funds will be either divided equally amongst the members or transferred to a professional medical body or charitable organisation in Brunei Darussalam as decided by the majority of members at a General Meeting convened for the purpose of dissolving the Association or decided by a postal vote of all the members. 3. Notice of dissolution will be given within fourteen (14) days of the dissolution to the Registrar of Societies. THE END 15