Statutes of the BAILLage de Malaisie


ARTICLES

1: Constitution
2: The Society
3: Membership
4: The Bailliage National
5: The National Council
6: The Bailliage Regionale (Branches)
7: The Bailliage Regional Council

 

Article 1 : Constitution
 

1.1 Guidance

This Constitution shall constitute the foundation and framework for the functions of the Confrérie de la Chaîne des Rôtisseurs (hereinafter referred to as “the Chaîne”) subject, however, to the laws of Malaysia.

1.2 Interpretation

Between General Meetings of the Chaîne, the National Council shall be empowered to interpret the Constitution and when necessary determine any matter, whether substantive or procedural, in respect of which the Constitution is silent and the decision of the National Council shall be final and binding on members.

1.2.1 Headings

The headings to these articles are for ease of reference only and shall not be taken into account in their interpretation.

1.2.2 References

References to the masculine shall include the feminine and where appropriate the singular the plural.

1.3 Amendments

Subject to Article 1.2, no alterations or additions to this Constitution shall be made except at a General Meeting and such amendments shall only come into force upon the approval of the Registrar of Societies. Any amendment to the Constitution shall require a 2/3rd majority vote of those present in person or by proxy at that General Meeting.

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Article 2 : The Society
 

2.1 Name

The Society shall be called “Confrérie de la Chaîne des Rôtisseurs,” Bailliage de Malaisie (Pertubuhan de la Chaîne des Rôtisseurs, Cawangan Malaysia). The Chaîne is a non-profit membership society organised and existing under the laws of Malaysia. The Chaîne shall be affiliated to the Confrérie de la Chaîne des Rôtisseurs, 7 Rue d’ Aumale F-75009 Paris, France.

2.2 Objects

The Objects of the Chaîne are:

To promote, foster and encourage the art of cooking, the preparation and serving of food and particularly the technique of cooking by spit, barbecue or rotisserie and to collect and disseminate historical and other information with respect to the same and the enjoyment and testing and understanding of superior cuisine and wines; to foster a knowledge and understanding with respect to such forms of cooking and to co-operate with other persons or organisations whose aims and objectives in whole or in part are similar to those hereinabove set forth, to encourage educational institutions, colleges, and universities to teach the culinary arts and establish departments within their institutions for that purpose, and, in general to foster an awareness within the educational community concerning the importance of having Malaysia provide its own source of accomplished Chefs and the like.

2.3 Emblem

The emblem of the Chaîne shall consist of a flat topped heraldic red shield with curved sides meeting at a point on the bottom outlined in a gold flame pattern with the flame pattern pointing inward around the entire perimeter of the shield. On the body of the shield shall be two crossed gold rotisserie spits in the form of an “X” with the handles in the lower portion and the points in the upper portion. In each of the four quadrants of this “X” there shall be one gold spear point with the point aiming upward, for a total of four spear points. The entire shield as described above shall be contained within blue circle outlined in gold. In the area between the top of the shield and the upper portion of the circle shall be three fleurs-de-lis of equal size in a horizontal line. In the two areas between the curved sides of the shield and the surrounding circle shall be four fleurs-de-lis equal in size to the above arranged in a pattern describing in a pattern describing the curvature of the circle for a total of eleven fleurs-de-lis. Outside and adjacent to the gold circle shall be the pattern of a gold chain in the form of a circle. Around the top half and describing the outer perimeter of this chain shall be the inscription “Chaîne DES Rôtisseurs”. Around the bottom half of this chain and describing the outer perimeter shall be the inscription “1248 - 1950-”. The entire inscription, which forms a circle shall be surrounded with the pattern of a gold chain following its outer perimeter. This emblem shall have the appearance of the sample attached.

2.4 Registered Address & Place of Meeting

The registered address of the Chaîne shall be Beacon House, 1 Jalan Gereja, P. O. Box 10195, 50706 Kuala Lumpur. The registered address of the Chaîne may be changed by the National Council from time to time with the prior approval of the Registrar of Societies. The meetings of the Chaîne may be held in any place as may be decided by the National Council.

2.5 Title, Rank & Insignia

2.5.1 Non-Professional Members

Non-Professional members shall be divided into:-

(a) ECUYER TRANCHANT: First rank of the Chaîne whose insignia shall be a silver medal and chain on purple ribbon.

(b) CHEVALIER: Upon the recommendation of the Bailli, promotion for the Ecuyers or first rank of the Chaîne whose insignia shall be a silver medal and chain on purple ribbon edged in light blue.

(c) DAME DE LA Chaîne: First rank of the Chaîne whose insignia shall be a chain on purple ribbon edged in light blue.

(d) OFFICIER: Personality, presidents of associations to be honoured, or promotion for Chevaliers, active members of the Chaîne, awarded after 3 years membership in the Chaîne whose insignia shall be a silver medal and chain on purple ribbon edged in red.

(e) GRAND OFFICIER: Exception promotion for Officiers who have distinguished themselves through their efforts for the Chaîne, awarded after 10 years in the Chaîne, but only with the approval of the Grand-Chancelier-President whose insignia shall be a gold medal and chain on purple ribbon with 2 red stripes and a tango stripe in the middle.

2.5.2 Professional Members

Professional members shall be divided into:-

(a) ROTISSEUR: First rank of the Chaîne, reserved for young commis, working in a kitchen with a turning spit whose insignia shall be a silver medal and Chaîne on tango ribbon decorated with “Rotisseur”.

(b) GRILLARDIN: First rank of the Chaîne, reserved for young commis working in a kitchen equipped with a grill whose insignia shall be a silver medal and chain on tango ribbon decorated with “Grillardin”.

(c) TRAITEUR: First rank of the Chaîne, reserved for young commis working in a kitchen equipped with a spit-roast whose insignia shall be a silver medal and chain on tango ribbon decorated with “Traiteur”.

(d) CHEF ROTISSEUR: Chef in charge of a kitchen without a spit but equipped with a grill whose insignia shall be a silver chain and medal on tango ribbon edged in red decorated with “Rotisseur”.

(e) CHEF GRILLARDIN: Chef in charge of a kitchen without a spit but equipped with a grill whose insignia shall be a silver medal and chain on tango ribbon edged in red decorated with “Grillardin”.

(f) CHEF TRAITEUR: Chef in charge in a kitchen equipped with a spit-roast whose insignia shall be a silver medal and chain on tango ribbon edged in red decorated with “Traiteur”.

(g) MAITRE ROTISEUR: Owner / Manager of director of a restaurant, involved in the running of the kitchen equipped with a spit whose insignia shall be a silver medal and chain on tango ribbon with 2 red stripes decorated with “Rotisseur”.

(h) MAITRE GRILLARDIN: Owner / manager or director of a restaurant without a spit, but equipped with a grill whose insignia shall be a silver medal and chain on tango ribbon with 2 red stripes decorated with “Grillardin”.

(i) MAITRE TRAITEUR: Owner of an establishment equipped with a spit, selling take-out food whose insignia shall be a silver medal and chain on tango ribbon with 2 red stripes decorated with “Traiteur”.

(j) OFFICIER MAITRE ROTISSEUR: Promotion for a Maitre Rotisseur, awarded after 5 years in the Chaîne whose insignia shall be a gold medal and chain on tango ribbon with a 2 red stripes decorated with “Grillardin”.

(k) OFFICIER MAITRE GRILLARDIN: Promotion for a Maitre Grillardin, awarded after 5 years in the Chaîne whose insignia shall be a gold medal and chain on tango ribbon with 2 red stripes decorated with “Grillardin”.

(l) OFFICIER MAITRE TRAITEUR: Promotion for a Maitre Traiteur, awarded after 5 years in the Chaîne whose insignia shall be a gold medal and chain on tango ribbon with 2 red stripes decorated with “Traiteur”.

(m) GRAND OFFICIER MAITRE ROTISSEUR: Special promotion for an Officier Maitre Rotissuer, possible after 10 years in the Chaîne, but upon the approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on tango ribbon with a red stripe in the middle decorated with “Rotisseur”.

(n) GRAND OFFICIER MAITRE GRILLARDIN: Special promotion for an Officier Maitre Grillardin, possible after 10 years in the Chaîne, but only with approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on tango ribbon with a red stripe in the middle decorated with “Grillardin”.

(o) GRAND OFFICIER MAITRE TRAITEUR: Special promotion for an Officier Maitre Traiteur, possible after 10 years in the Chaîne, but only with approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on tango ribbon with a red stripe in the middle decorated with “Traiteur”.

(p) CHEF DE TABLE: Maitre d’ Hotel or Chef de Rang who if need be cooks at the table in an establishment registered with the Chaîne whose insignia shall be a silver medal and chain on purple ribbon with tango stripe.

(q) SOMMELIER: Whose insignia shall be a silver medal and chain on purple ribbon with tango stripe.

(r) MAITRE DE TABLE RESTAURATEUR: Owner / Maitre or director of a restaurant registered with the Chaîne, and not himself involved with the running of the kitchen in this establishment whose insignia shall be a silver medal and chain on purple with tango stripe edged in light blue.

(s) MAITRE HOTELIER: Director / owner of a hotel whose insignia shall be a silver medal and chain on purple ribbon stripe edged in light blue decorated with “Hotel”.

(t) MAITRE SOMMELIER: Whose insignia shall be a silver medal and chain on purple ribbon edged in light blue with tango stripe.

(u) OFFICIER MAITRE DE TABLE RESTAURATEUR: Promotion for a Maitre de Table, awarded after 5 years in the Chaîne whose insignia shall be a silver medal and chain on purple ribbon edged in red with tango stripe.

(v) OFFICIER MAITRE HOTELIER: Promotion for a Maitre Hotelier having actively participated in the development of the Chaîne, awarded after 5 years in the Chaîne whose insignia shall be a silver medal and chain on purple ribbon edged in red with tango stripe.

(w) OFFICIER MAITRE SOMMEILIER: Promotion for a Maitre Sommelier having actively participated in the development of the Chaîne, awarded after 5 years.

(x) GRAND OFFICIER MAITRE DE TABLE RESTAURATEUR: Special promotion for an Officier Maitre de Table Restaurateur, possible after 10 years in the Chaîne, but only with approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on purple ribbon edged with 2 red stripes and a tango stripe in the middle decorated with “Hotel”.

(y) GRAND OFFICIER MAITRE HOTELIER: Special promotion for an Officier Maitre Hotelier, possible after 10 years in the Chaîne, but only with the approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on purple ribbon edged with 2 stripes and a tango stripe in the middle decorated with “Hotel”.

(z) GRAND OFFICIER MAITRE SOMMELIER: Special promotion for an Officier Maitre Sommelier, possible after 10 years in the Chaîne, but only with the approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on purple ribbon edged with 2 red stripes and a tango stripe in the middle.

Ladies with a professional rank: same titles preceded by “Dame”.

2.5.3 Honorary Titles

Honorary titles shall be divided into:-

(a) CHEVALIER / DAME D’HONNEUR: High honorary title, given to a very important personality, but only with the approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on burgundy ribbon, edged in gold braid.

(b) GRAND OFFICIER D’HONNEUR: Highest honorary titles, given to Minister or Head of State, but only with the approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on burgundy ribbon, edged in gold braid.

(c) GRAND OFFICIER ROTISSEUR / RESTAUTATEUR /HOTELIER D’HONNEUR: Awarded only with approval of the Grand Chancelier-President whose insignia shall be a gold medal and chain on burgundy ribbon, tango stripe in the middle, edged in gold braid.

2.5.4 Directors of the Chaîne:

The Directors of the Chaîne shall be divided into:

(a) BAILLIAGE REGIONAL: Whose insignia shall be a silver medal and chain on blue ribbon.

(b) BAILLIAGE REGIONAL HONORAIRE: Whose insignia shall be a silver medal and chain on blue ribbon with burgundy stripe.

(c) BAILLI REGIONAL: Whose insignia shall be a silver medal and chain on blue ribbon.

(d) BAILLI REGIONAL HONORARIE: Whose insignia shall be a silver medal and chain on green ribbon with burgundy stripe.

(e) BAILLIAGE NATIONAL: Whose insignia shall be a gold medal and chain on blue ribbon edged in gold braid.

(f) BAILLIAGE NATIONAL HONORAIRE: Whose insignia shall be a gold medal and chain on blue ribbon with burgundy stripe edged in gold braid.

(g) BAILLI DELEGUE: Whose insignia shall be a gold medal and chain on green ribbon edged in gold braid.

(h) BAILLI DELEGUE HONORAIRE: Whose insignia shall be a gold medal and chain on green ribbon with burgundy stripe edged in gold braid.

(i) BAILLI D’HONNEUR: Whose insignia shall be a gold medal and chain on green ribbon with 2 gold braids.

(j) COUNSEIL MAGISTRAL: Whose insignia shall be a gold medal and chain on red ribbon edged in gold braid.

(k) CONSEIL MAGISTRAL HONORAIRE: Whose insignia shall be a gold medal and chain on red ribbon edged in gold braid.

(l) CONSEIL D’HONNEUR: Whose insignia shall be a gold medal and chain on red ribbon edged in gold braid.

(m) CONSEIL D’ADMINISTRATION: Whose insignia shall be a gold medal and chain on red ribbon with 2 gold braids BUREAU du President, same ribbon with special insignia.

(n) CONSEIL D’ADMINISTRATION HONORARIE: Whose insignia shall be a gold medal and chain on red ribbon with burgundy stripe and 2 gold braids.

In a case where a member is not a candidate for re-election or does not keep his position due to failure to perform his duties during the course of the year, he resumes the rank he had before. He may receive an honorary rank if he has distinguished himself in his efforts to promote the Chaîne cause.

The ribbons shall always be handed to the members during an Induction Ceremony. The ribbons of the members of the Conseil Magistral, Conseil d’Honneur and Conseil d’Administration, shall only be given by the Grand Chancelier-President.

2.5.5 Commandeur de la Chaîne

The plaque “Commandeur” will be given upon request to all members of the Chaîne, after 20 years of uninterrupted membership in the Chaîne.

2.5.6 Promotions

All promotions from one category of membership to another shall be by the National Council or Regional Council as applicable.

2.6 Immovable Property

All immovable property of the Chaîne shall be registered in the name of the Chaîne.

2.7 Prohibitions

2.7.1 Gambling

Gambling or the introduction of materials for gambling of any kind is forbidden and prohibited on the Chaîne’s premises or at any functions of activities organised under the auspices of the Chaîne. Lucky draws at dinners where permitted by law are exempted.

2.7.2 Funds

The funds of the Chaîne’s shall not be used to pay fines of the members who have been convicted in Court.

2.7.3 Trade Unions

The Chaîne shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any trade union activity as defined in the Trade Unions Act 1959.

2.7.4 Lottery

The Chaîne shall not hold any lottery whether confined to its members or in the name of the Chaîne or its office bearers, National Council or members.

2.7.5 Political Activities

The Chaîne shall not indulge in any political activity or allow its funds or any of its activities to be used for political purpose.

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Article 3 : Membership
 

3.1 Admission of Members

(a) Every candidate for admission as a member shall be sponsored by a member, who shall vouch, from his personal knowledge, for the fitness of the candidate. The sponsor shall fully complete and sign an application known as a “Demande d’ Admission” which form must be accompanied by a payment of all dues and fees required under Article 3. The Demande d’ Admission shall be filed with the Bailli Delegue.

(b) The National Council shall decide on the admission of any new member. The National Council shall consider and decide by way of a majority vote through secret balloting. The decision of the National Council shall be final.

(c) The successful candidate shall be inducted into membership by the Bailli Delegue or any member of the National Council, under the classification or rank given him by the National Council.

(d) No person shall be admitted to membership who shall not have attained the age of eighteen (18).

(e) No university or university college student shall be admitted to membership without the prior written approval of the Vice Chancellor concerned.

3.2 Initiation Fees & Annual Dues

Initiation fees and annual dues from the Scale set out below may be increased or reduced from time to time by the National Council, provided that the change must first be approved by a General Meeting of the Chaîne.

(a) The Scale for the initiation fees and annual dues shall be as follows:

Category

 

Initiation Fees

Annual Dues

 

NON-PROFESSIONAL

 

 

RM950.00

 

RM400.00

 

PROFESSIONAL

 

Maitre (Rôtisseurs, Grillardins, de Table)

 

 

 

 

RM950.00

 

 

 

RM500.00

 

 

Chefs (Rôtisseurs, Grillardins, de Table)

 

 

RM950.00

 

 

RM400.00

 

(b) Initiation fees shall be paid at the latest before the induction of a successful candidate.

(c) Annual dues shall be payable on the 1st day of January of each year in advance by every member of the Chaîne regardless of rank. All dues shall be payable by every member of the Society regardless of rank. Honorary members who do not pay dues shall have no voting rights.

(d) A member who has duly paid his initiation fee, annual dues and other outstanding accounts up to the prescribed date or by the National Council’s dispensation up to the date of the General Meeting is known as a member in good standing.

3.4 Failure to Pay Fees & Dues

If fees and dues are not duly paid by the 31st day of March of each year, a written notice shall be sent to the delinquent member by the Argentier or such other officer as may be designated by the National Council, advising the member that if his fees and dues are not paid in full before the 30th day of June of that year the member shall thereupon cease to be a member of the Chaîne without further notice. The National Council shall have the power to extend the period for payment of fees and dues of any member. Members who have not paid their fees and dues by the 30th day of April each year shall not have the right to vote.

3.5 Resignation

Any member may resign his membership by giving to the National Council notice in writing to that effect. Every such notice shall, unless otherwise expressed, be deemed to take effect 30 days from the date of the letter.

3.6 Readmission

Upon the readmission of any member who has previously resigned from the Chaîne and who as a member in good standing at the time of his resignation and the National Council, in its sole discretion, may waive the payment of initiation fees by such person. Such readmitted person shall not, however, receive a new ribbon or new certificate of membership unless he pays the costs thereof.

3.7 Expulsion

The National Council has the right to expel any member who has been involved in any act or omission, in or out of the Chaîne, which in the opinion of the National Council is tantamount to conduct unbecoming of a member of the Chaîne or has breached any Article in this Constitution. The National Council shall inform the member in writing of such conduct or breach and shall grant him 7 days, or such other period as the National Council shall determine, to offer his explanation in writing. The National Council shall consider his explanation before deciding whether or not the member should be expelled. The National Council’s decision shall be final.

3.8 Re-Proposal

Upon the re-proposal of any former member not in good standing who has been previously expelled from membership for non-payment of dues, the applicant shall concurrently with his letter for application addressed to the Bailli Delegue pay all dues for every year in which he was delinquent in addition to the current annual dues and reinstatement charge. Such re-proposal shall be referred by the Bailli Delegue to the National Council for its decision thereon.

3.9 Conviction & Bankruptcy

If any member shall be convicted of any criminal offence considered by the National Council to be of a grave nature or is sentenced to a term of imprisonment in excess of 7 days or is adjudged a bankrupt, he shall thereupon cease to be a member of the Chaîne, but the National Council shall have power, in their discretion, to reinstate him without payment of initiation fees.

3.9.1 Legal Action

No member shall without exhausting all avenues in the Chaîne commence any action in Court or with any other relevant Authorities against any member, the National Council or the Chaîne in respect of any matter, difference, threatened dispute or dispute between him and any member, the National Council or the Chaîne arising from being a member, his membership or his rights and privileges under the Articles of this Constitution.

3.10 Visitors & Guests

Guests may be admitted to such functions of the Chaîne as the National Council may from time to time determine, and every visitor shall be considered the guest of and be accompanied by the member introducing him provided that no person shall be introduced as a visitor into the Chaîne who shall have been expelled from membership or whose conduct or presence on the Chaîne’s premises or function shall be considered by the National Council objectionable or prejudicial to the interests of the Chaîne.

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Article 4 : The Bailliage Nationale


4.1 Annual General Meeting (AGM)

An AGM of the Chaîne shall be held not later than the 31st day of August every year upon a time, date and place to be fixed by the National Council.

4.1.1 Calling of AGM

(a) Notice of AGM

An AGM of the Chaîne shall be convened by written notice signed by the Archiviste or an office-bearer on the order of the National Council. The notice shall be sent to a member’s address in the records of the Archiviste by e-mail, fax or ordinary post. The Agenda shall be contained in the notice for the AGM.

(b) Period of notice and failure to be given notice or failure of receipt of notice

At least 21 days’ notice shall be given of an AGM to every member in good standing stating the time, date and place where the AGM will be held and its Agenda shall be contained in the notice. Provided inadvertent failure to any member to be given or to receive a copy of the notice at all or within the specified time period shall not invalidate any proceedings in or decisions made at the AGM.

4.1.2 AGM Agenda

The following matters shall be considered at the AGM:-

(a) The previous year’s audited accounts and the Report of the National Council for the preceding financial year.

(b) The election of office bearers to the National Council.

(c) The appointment of auditors for the ensuing year.

(d) Any resolution which may be duly submitted to the meeting as hereinafter provided.

4.1.3 Additions to AGM Agenda

Any member who wishes to add an item on the agenda or to move any resolution at the AGM shall give notice thereof in writing to the Archiviste not less than 10 days before the date of the AGM.

4.1.4 Financial Year & Audited Accounts

(a) Financial Year The financial year will be 12 months ending on 31st day of December every year.

(b) Audit

The AGM shall approve the appointment of a firm of Auditors to audit the Accounts.

(c) Circulation of Accounts

The audited accounts shall be signed by the Bailli Delegue, the Argentier and the Auditors and sent to all members together with the notice of the AGM and in any event at least 14 days before the AGM.

4.1.5 Election Procedure at AGM

The procedure for election of office-bearers at the AGM shall be as follows:-

(a) Nomination for Election Procedure

With the notice calling an AGM, the Archiviste shall send out Nomination Forms to members inviting for nominations for the vacant posts in the National Council.

(b) Prescribed Nomination Form

Nomination shall be made on the Nomination Form prescribed by the National Council and shall be submitted to the Archiviste at least 10 days before the AGM.

(c) Consent

The proposed candidate for any office-bearer’s post must give his written consent to the nomination on the Nomination Form or by a separate letter which must be received by the Archiviste by way of e-mail, fax or ordinary post before close of nominations.

(d) Rejection

Any Nomination Form received late or not consented to by the candidate at the close of nominations shall be automatically rejected.

(e) Nomination at AGM

No nominations shall be received from the floor at the AGM.

(f) Election by Majority

At the election of office-bearers, any uncontested candidate will be declared the winner for his nominated post. A candidate with a simple majority vote shall be declared winner of the post he had contested.

4.2 Special General Meeting (SGM)

SGM may be called at any time by the Bailli or the National Council or upon the requisition in writing signed by at least 30% of the total membership of the Chaîne or as otherwise provided in this Constitution.

4.2.1 Requisition & Re-requisition

(a) An SGM requisitioned by members shall be in writing, substantiated with reasons to justify the necessity of calling the SGM and supported by a copy of the draft agenda for the proposed SGM and the names and signatures of the members requisitioning the SGM before the National Council shall consider the requisition.

(b) The National Council may reject the requisition for a SGM, after due consideration, as being unjustified within 30 days of receipt of the requisition and draft agenda, and in such event, the requisitionists may send another fresh requisition on the same agenda supported by a letter of undertaking for indemnity for costs thrown away signed by at least 50% of the total membership of the Chaîne.

(c) The National Council shall proceed within 30 days of receipt of the second requisition and the letter of undertaking to call the SGM and on the National Council’s default at the expiry of 30 days the requisitionists may proceed to call the SGM themselves.

(d) If a matter or motion out of one of more brought before the SGM by the requisitionists is only able to garner less than 50% of the votes present in the meeting in person or by proxy in its favour at the SGM then in such event, the National Council may call upon the letter of undertaking for indemnity for costs thrown away by holding the SGM.

(e) Requisition by dissatisfied members for another SGM on the same or similar failed agenda or subject matter of any requisitioned SGM is prohibited for the next 1 year.

4.2.2 SGM Agenda

No business other than that specified in the notice shall be transacted at the SGM.

4.3 Notice of General Meetings

At least 21 days’ notice shall be given in writing to every member in good standing at his address as recorded in the Register of Members by e-mail, fax or ordinary post stating the time, date and place where the General Meeting will be held and the particulars of its Agenda to be conducted.

4.4 Voting at General Meetings

(a) Voting at all General Meetings shall be by show of hands or by ballot as decided by the Bailli Delegue or Chairman presiding at the General Meeting. Proxy votes may be used to vote on a ballot.

(b) Only a member in good standing shall have the right to participate in and vote at a General Meeting.

(c) The decisions at General Meetings will be taken by the majority of members present or represented by way of proxy.

4.5 Proxies at General Meetings

(a) Members who have the right to participate and vote at General Meetings may do so either personally or by way of duly appointed proxies.

(b) The number of proxies held by a member at General Meetings is not subject to any limitation.

(c) The person appointed by a member as his proxy at a General Meeting must be a member in good standing of the Chaîne.

(d) If a member who has given his proxy attends the General Meeting, his proxy for the meeting will be discarded.

(e) Subject to Article 3.4, a member in arrears in his fees or dues will be disqualified from voting in person or by proxy at any General Meeting and he cannot act as a proxy for another member.

(f) Appointment of proxies shall be in the form prescribed by the National Council.

(g) An instrument appointing a proxy must be duly deposited with and registered by the Archiviste or the National Council at the registered office of the Chaîne not less than 10 days before the time fixed for holding the General Meeting or adjourned General Meeting at which the proxy shall to be used and in default thereof shall be treated as invalid.

4.6 Quorum for General Meetings

(a) Normal

(i) At General Meetings 1/3rd of the voting membership present in person or by proxy or twice the number of National Council members, whichever is lower, shall constitute a quorum.

(ii) A quorum at General Meetings of the Chaîne shall include all duly registered valid proxy votes.

(b) No Quorum

(i) Adjournment

In the event of there being no quorum the General Meeting shall be adjourned to the same day in the following week at a place and time to be appointed and, should the number then present be insufficient to form a quorum, those present shall be considered a quorum but they shall have no power to alter, amend or make additions to any of the existing Articles of this Constitution.

(ii) Requisitioned SGM

At a requisitioned SGM that is without a quorum, it will stand cancelled at the date fixed for that SGM and no member may call another SGM with the same agenda or subject matter for at least the next 12 months.

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Article 5 : The National Council

5.1 Office-Bearers

The National Council shall be composed of the following office-bearers who shall be elected to serve a term of 2 years and shall be eligible to be re-elected thereafter subject however to retirement by rotation as provided by Article 5.2 herein:

(a) BAILLI DELEGUE & PAST BAILLI DELEGUES

(i) A President who shall be known as the BAILLI DELEGUE or Bailli.

(ii) A member with at least 3 years good standing and who must have served on a Council whether it be the National Council or the Regional Council before an intended election only shall be eligible to be nominated for election as Bailli.

(iii) A Bailli who has served 4 consecutive terms shall be eligible to stand for re-election for subsequent terms.

(iv) The Immediate Past Bailli Delegue shall remain in the National Council as an Adviser for one term.

(b) ARCHIVISTE

The Archiviste shall be responsible to: -

(i) update the membership list;

(ii) ensure that the administrative functions and secretarial duties are performed;

(iii) prepare and file all returns to the Registrar of Societies;

(iv) monitor the activities of the Vice-Archiviste; and

(v) supervise the secretarial duties and report to the National Council.

(c) ARGENTIER

The Argentier shall be responsible to: -

(i) collect payments;

(ii) pay all bills / invoice after consultation with the Bailli Delegue;

(iii) bring at the earliest opportunity to the notice of the National Council any monetary disputes;

(iv) keep the Chaîne’s accounts and prepare the balance sheet for auditing and for the submission to the Registrar of Societies;

(v) collect all annual subscriptions, promotion fees, etc; and

(vi) to prepare and file all returns to Paris, including annual subscription fees, promotion fees, admission fees, etc.

(d) CHANCELIER

The CHANCELIER, who shall be in charge of administration and shall be the deputy to the Bailli is responsible to ensure that the statutory returns are submitted within the prescribed periods to the relevant statutory authorities.

(e) CONSEILLER GASTRONOMIQUE

The CONSEILLER GASTRONOMIQUE, who shall be a non-professional and if necessary, be in charge of the establishment of the menus.

(f) CONSEILLER CULINAIRE

The CONSEILLER CULINAIRE, who shall be a professional and if necessary, be in charge of the realisation of the menus including being responsible for the organisation of the Best Young Commis Rotisseur Competition upon being nominated by the National Council.

(g) CHARGE DE PRESSE

The CHARGE DE PRESSE, who shall be in charge of press and publicity and the printing of the Chaîne Directory and the Newsletter and public relations.

(h) CHARGE DE MISSION

The CHARGE DE MISSION, who shall be in charge of protocol and developing the membership of the Chaîne.

(i) BAILLI REGIONAL

The BAILLI REGIONAL representing the Bailliage Regional (Branch) shall automatically be a National Council member without election.

(j) TWO OTHER NATIONAL COUNCIL MEMBERS

The 2 OTHER NATIONAL COUNCIL MEMBERS shall be elected on an annual basis to carry out any function or duties designated by the National Council.

(k) GRAND ECHANSON

The GRAND ECHANSON shall be elected to carry out the Development of le Ordre Mondial functions and selective membership.

5.2 Rotation

(a) 50% of the officers-bearers elected at the National AGM shall in rotation retire and are eligible for re-election at the end of the year.

(b) In the case of the Bailli Delegue, he shall retire in rotation with the 2nd half, and be eligible for re-election thereafter.

(c) In the event of a vacancy arising during the year the National Council shall nominate any member to fill such vacancy on the National Council.

5.3 Malaysian Citizens

All members of the National Council and every officer performing executive functions in the Chaîne shall, as far as possible, be Malaysian citizens. Non-Malaysian citizens upon election to office shall require the approval of the Registrar of Societies before assuming office.

5.4 Promotions

The National Council shall determine member promotions.

5.5 Honorariat

Members of the National Council may receive the ‘Honorariat’ (may be declared ‘emerities’).

5.6 Duties

The Management of the Chaîne shall be deputed to the National Council, presided over by the Bailli Delegue.

(a) The Bailli Delegue shall act as Chairman at all General and Council Meetings and shall represent the Chaîne in its dealings with outside persons. The duties and functions of the Councillors shall be as directed by the National Council.

(b) The Chancelier shall deputise for the Bailli Delegue in the latter’s absence. In the absence of both the Bailli Delegue and the Chancelier from any meeting that meeting shall elect its own chairman from the National Council members present.

(c) The Archiviste shall keep a membership register and all records except financial records of the Chaîne and shall be responsible for their correctness. He shall keep minutes of all General and Council Meetings.

(d) The Argentier shall keep all funds and shall collect and disburse all moneys on behalf of the Chaîne and shall keep an account of all monetary transactions and be responsible for their correctness. The Argentier is authorised to expend a sum not exceeding RM5,000.00 per month for petty expenses on behalf of the Chaîne. Any expenditure in excess of this amount spent by the Argentier shall be approved by the National Council. The Argentier shall not keep more than RM3,000.00 in the form of cash and any money in excess of this shall be deposited in the Chaîne’s bank account which shall be maintained with the branch of a bank to be approved by the National Council. All Cheques, etc. for withdrawal from the bank account shall be signed by any 2 of 3 officers, namely, the Bailli Delegue, the Argentier and the Archiviste. The Argentier or the Bailli Delegue is also authorised to endorse cheques drawn in favour of the Chaîne.

The Argentier is authorised to collect payments, and if approved by the National Council, to pay all bills / invoices in excess of RM5,000.00 and to bring at the earliest opportunity to the notice of the National Council any monetary disputes and be responsible for keeping the accounts of the Chaîne and the preparing of the Balance Sheet and Annual Accounts for submission to the Registrar of Societies and to the members at the AGM.

(e) Any member of the National Council absenting himself from 3 meetings consecutively without a satisfactory explanation shall be deemed to have withdrawn from the National Council. A successor may be co-opted by the National Council to the National Council to serve until the next AGM only.

5.7 National Council Meeting

The Archiviste shall convene National Council Meetings on the direction of the National Council or the Bailli Delegue by giving 7 days’ notice thereof to all the National Council members, unless in case of emergencies in which case shorter notice may be given. Notice may be sent by e-mail, fax or ordinary post.

5.7.1 Quorum

At least 1/2 of the National Council members including proxies (excluding the Past Bailli who is not elected) must be present for the proceedings of the National Council to be valid.

5.7.2 Frequency

The National Council shall meet at least 6 times a year.

5.7.3 Voting

Every National Council member shall have 1 vote on every question and in the case of equality, the Bailli Delegue or the presiding Chairman at the meeting (as the case may be) shall have a 2nd or casting vote.

5.7.4 Minutes

The Archiviste shall keep minutes of the proceedings at the meeting, which shall be read and confirmed at the next meeting.

5.7.5 Confidentiality

No National Council member or member of the Chaîne shall communicate any matters relating to the National Council, the Chaîne and its activities that are confidential to the Chaîne with anybody except to the National Council or through the Bailli Delegue and all queries shall be directed to the National Council only. Provided the National Council may from time to time make such standing directives to enable a Bailliage Regional to make press release or publicity for their forthcoming Chaîne events or on a Chaîne event that has taken place.

5.7.6 Documents

All minutes, information and documents of the Chaîne, of the National Council and the General Meeting received by any National Council member or member shall always remain as the property of the Chaîne and a National Council member or member may be required to surrender the documents to the National Council at any time.

5.7.7 Circular Resolutions

(a) The National Council may make and pass any resolution or decision by means of a circular letter resolution issued from the National Council by e-mail or fax or ordinary post.

(b) A National Council member shall indicate his vote of approval or rejection or abstention to vote on the matter by signing on the same or separate circular letter and returning a copy thereof by e-mail or fax or ordinary post to the National Council.

5.8 National Council Committees

The National Council may appoint Committees and depute to them any of its powers, except those in relation to the election and expulsion of members. The Committee shall choose its own chairman and regulate its own procedure.

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Article 6 : The Bailliage Regionale (Branches)
 

6.1 Formation of a Bailliage Regional

(a) The National Council may by a majority vote taken at a meeting approve the formation of a Bailliage Regional in any area wherein there are at least 15 members of the Chaîne.

(b) The Bailli Regional shall be automatically entitled by virtue of his office to sit as a National Council member and represent the interests of his Bailliage.

(c) The office-bearers of the Bailliage Regional shall be entitled to wear the ribbon of office designated by the Chaîne in Paris.

6.2 Dissolution of a Bailliage Regional

(a) National Council’s Action

The National Council may dissolve a Bailliage Regional:-

(i) If for a consecutive period of 6 months the number of Bailliage Regional members is below 10; or

(ii) f the Bailliage Regional refuses to abide by the Articles of the Chaîne or the decisions of the National Council or in the opinion of the National Council is guilty of conduct detrimental to the reputation, dignity, character and interests of the Chaîne or its members.

(b) National Council’s Decision after Bailliage’s Answer

A decision to dissolve a Bailliage Regional shall be by a 2/3rd majority vote of the National Council Members at a National Council Meeting provided that before a decision is taken to dissolve a Bailliage Regional on a ground stated in Article 6.2 (a) (ii) above the Bailliage Regional concerned shall be given a 30 days’ notice and opportunity to answer the allegation.

(c) Order of Dissolution

The order of dissolution shall be signed by the Chancelier. On receipt of such order the Bailliage Regional shall cease to function except for the purpose of winding-up.

(d) Bailliage’s Appeal

(i) Any Bailliage Regional aggrieved by an order of dissolution may within 30 days of its receipt, lodge an appeal to the National Council by notice in writing signed by the Bailli Regional or the Vice-Archiviste addressed to the Chancelier.

(ii) Notwithstanding such appeal, the order of dissolution shall be operative until set aside by the National Council, but in such circumstances the Bailliage Regional may appoint from amongst its members a Caretaker Committee to deal with the affairs of the Bailliage Regional pending the hearing of the appeal.

(e) Membership of Closed Bailliage

(i) In the event of a Bailliage Regional being closed for a reason, stated in Article 6.2 (a) (i) above, the National Council shall transfer the membership of the remaining members to the nearest Bailliage Regional; and

(ii) In the event of a Bailliage Regional being closed for reason stated in Article 6.2 (a) (ii) above, the members shall cease to be members of the Chaîne.

(f) Delivery of Closed Bailliage’s Property

It shall be the responsibility of the Bailli Regional and of the Vice-Chancelier or Vice-Argentier of such Bailliage Regional to deliver to the Bailli Delegue all books, records, money and other property in the possession of the Bailliage Regional, together with a statement of the accounts of the Bailliage Regional from the date of the last submission of accounts to the date of the order of dissolution.

(g) Voluntary Dissolution or Secession

If a Bailliage Regional shall decide to voluntarily dissolve or secede from the Chaîne, its office-bearers shall forthwith deliver to the Bailli Delegue all books, records, money and other property of the Bailliage Regional and also shall forthwith prepare and deliver to the Bailli Delegue a statement of account as stated in Article 6.2 (f) above.

6.3 Bailliage Regional Annual General Meeting (AGM-R)

An AGM-R of the Bailliage Regional shall be held not later than the 31st day of the month of May every year upon a time, date and place to be fixed by the Regional Council.

6.3.1 Calling of AGM-R

(a) Notice of AGM-R

All AGM-R shall be convened by written notice signed by the Vice-Archiviste or an office bearer on the order of the Regional Council. The Notice shall be sent to a member’s address in the records of the Register of Members of the Bailliage Regional by e-mail, fax or ordinary post. Particulars of the Agenda shall be contained in the notice of the AGM-R.

(b) Period of Notice and failure to be given or receipt

At least 21 days’ notice shall be given of an AGM-R to every member in good standing stating the time, date and place where the AGM-R will be held and its Agenda shall be contained in the notice. Provided failure to any member to be given or to receive a copy of the notice at all or within the specified time period shall not invalidate any proceedings in or decisions made at the AGM-R.

6.3.2 AGM-R Agenda

The following matters shall be considered at the AGM-R: -

(a) To receive the Bailli Regional’s Report.

(b) The previous year’s audited accounts.

(c) The election of office-bearers to the Regional Council.

(d) The appointment of auditors for the ensuing year.

(e) Any resolution which may have been duly submitted to the meeting as hereinafter provided.

6.3.3 Additions to AGM-R Agenda

Any member who wishes to add an item on the agenda or to move any resolution at the AGM-R shall give notice thereof in writing to the Vice-Archiviste not less then 10 days before the date of the AGM-R.

6.3.4 Financial Year & Audited Accounts

(a) Financial Year

The financial year of the Bailliage Regional shall be 12 months ending on 31st day of December annually.

(b) Auditors

The AGM-R shall appoint a firm of Auditors to audit the Accounts of the Bailliage Regional.

(c) Circulation of Accounts

The audited accounts shall be signed by the Bailli Regional, the Vice-Argentier and the Auditors and sent to all members together with the notice of the AGM-R at least 14 days before the AGM-R.

6.3.5 Election Procedure at AGM-R

The procedure for election of office-bearers at the AGM-R shall be as follows:-

(a) Nomination for Election Procedure

With the notice calling an AGM-R in the election year, the Vice-Archiviste / Vice-Chancelier shall send out Nomination Forms to members inviting for nominations for all the posts of the Regional Council.

(b) Prescribed Nomination Form

Nomination should be on the Nomination Form prescribed by the Regional Council and should be submitted to the Regional Council at least 10 days before the date of the AGM-R.

(c) Consent

The proposed candidate for any office bearer’s post must give his written consent to the nomination on the Nomination Form of by a separate letter which must be received by the Vice-Chancelier by way of e-mail, fax or ordinary post before the close of nominations.

(d) Rejection

Any Nomination Form received late or not consented to by the candidate at the close of nominations shall be automatically rejected.

(e) Nomination at AGM-R

No nominations shall be received from the floor at the AGM-R except for any office-bearer’s post that is vacant provided that the candidate must be present or have given his written consent to the nomination, otherwise the vacancy will be left to be filled by the Regional Council.

(f) Election by Majority

At the elections of the office-bearers, any uncontested candidate will be declared the winner for his nominated post. A candidate with a simple majority vote shall be declared winner of the post he had contested.

6.4 Bailliage Regional Special General Meeting (SGM-R)

SGM-R may be called at any time by the Bailli Regional or the Regional Council or upon the requisition in writing signed by at least 30% of the total membership of the Bailliage Regional or as otherwise provided in this Constitution.

6.4.1 SGM-R Requisition & Re-requisition

Save as otherwise provided and where applicable, all the rules and procedures relating to requisition and re-requisition of the SGM-R shall apply accordingly and in pari materia with Article 4.2.1 above.

6.4.2 SGM-R Agenda

No business other than that specified in the notice shall be transacted at a SGM-R.

6.5 Notice, Voting, Proxies & Quorum for Bailliage Regional General Meetings

Save as otherwise provided and where applicable, all the rules and procedures relating to notice, voting, proxies and quorum for Bailliage Regional General Meetings shall apply accordingly and in pari materia with Article 4.3 to 4.6 above.

6.6 Bailliage Regional Funds and Accounts

(a) Common Assets

All funds accumulated at the Bailliage Regional shall belong to and be the common assets of the Chaîne.

(b) Subscription Share and Remittance

(i) The National Council shall decide from time to time the percentage of subscriptions to be paid to Bailliage Regional as Bailliage Regional funds and shall also decide what type of expenditures shall be paid by the Bailliage Regional.

(ii) Every Vice-Argentier shall forward to the Argentier before the 15th day of the month the subscriptions received by the Bailliage Regional.

(iii) The Vice-Argentier shall also forward to the Argentier before the 15th day of the following month a statement of the income and expenditure of the Bailliage Regional for the preceding quarter.

(c) Bank Accounts

All Bailliage Regional funds shall be deposited in the name of the Bailliage Regional in a bank to be approved by the Regional Council and the account shall be operated jointly by any 2 of the Bailli Regional, the Vice-Archiviste / Vice Chancelier and the Vice-Argentier.

(d) Petty Cash

(i) The Vice-Argentier is authorised to expend a sum not exceeding RM2,000.00 per month for petty expenses on behalf of the Bailliage Regional. Any expenditure in excess of this amount spent by the Vice-Argentier shall be approved by the Regional Council. He shall not keep more than RM2,000.00 in the form of cash and any money in excess of this shall be deposited in the Bailliage Regional’s bank account which shall be maintained with the branch of a bank to be approved by the Regional Council. Cheques, etc. for withdrawal from the bank account shall be signed by any 2 of 3 officers, namely, the Bailli Regional, the Vice-Argentier and the Vice-Chancelier. The Vice-Argentier is also authorised to endorse cheques drawn in favour of the Bailliage Regional.

(ii) The Vice-Argentier is authorised to collect payments, if approved by the Regional Council, to pay all bills/invoices, to bring at the earliest opportunity to the notice of the Regional Council any monetary disputes and be responsible for keeping the accounts of the Bailliage Regional and the preparing of the Balance Sheet and Annual Accounts for submission to the Registrar of Societies and to the members at the AGM-R. The Vice-Argentier may hold a petty cash advance not exceeding RM2,000.00 at any time. No expenditure exceeding RM2,000.00 at an time shall be incurred by a Vice-Argentier without the prior sanction of the Regional Council.

(iii) All monies, books and other property of the Chaîne held by any Bailliage Regional on being dissolved shall be sent without delay by the Vice-Chancelier to the Argentier together with a statement of account as stated in Article 6.2 (f) above.

6.7 General Provisions Relating to Bailliage Regional

Where no special provision has been made in this Article for any matter relating to the management of the affairs of the Bailliage Regional of the Chaîne, the relevant Article relating to the management of the Bailliage National shall be followed in so far as it is applicable. The National Council may give instructions to any General Meetings or Regional Council of any Bailliage Regional regarding the management of its affairs.

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Article 7 : The Bailliage Regional Council

7.1 Regional Council Office-Bearers

A Regional Council consisting of the following, who shall be termed the office-bearers of the Bailliage Regional, shall be elected at every 2nd AGM-R whose term of office shall expire at the same time as that of the National Council in which the newly elected Bailli Regional can participate in their elections:

(a) Bailli Regional – Regional President

(b) Vice-Chancelier – In-charge of management, assistant to Bailli Regional (Professional)

(c) Vice-Archiviste – In charge of records and correspondence

(d) Vice-Argentier – In-charge of accounts

(e) Vice-Conseillier – In-charge of preparation of menus and choice of wines Gastronomique (non-professional is compulsory)

(f) Vice-Charge de Missions – Taking special accurate orders of missions from office of Bailliage Regional (Professional or non-professional)

(g) Vice-Charge de Presse – In-charge of publicity and has frequent contacts with Regional newspaper and magazines, radio, television (non-professional)

7.2 Malaysian Citizens

The members of the Regional Council and any officer performing executive functions in the Bailliage Regional shall, as far as possible, be Malaysian citizens. Non-Malaysian citizens upon election to office shall require the approval of the Registrar of Societies before assuming office.

7.3 Promotions

The Regional Council shall propose member promotions to the National Council for approval.

7.4 Honorariat

Members of the Regional Council may receive the ‘Honorariat’ (may be declared ‘emerities’).

7.5 Duties

(a) The Bailli Regional shall act as Chairman at all Bailliage Regional General and Council Meetings and shall represent the Bailliage Regional in its dealings with outside persons. The duties and functions of the Regional Councillors shall be as directed by the Regional Council.

(b) The Vice-Chancelier shall deputise for the Bailli Regional in its absence. In the absence of both the Bailli Regional and the Vice-Chancelier from any meeting that meeting shall elect its own chairman from the Regional Council members present.

(c) The Vice-Chancelier shall keep a membership register and all records except financial records of the Bailliage Regional and shall be responsible for their correctness. He shall keep minutes of all Bailliage Regional General and Regional Council Meetings.

(d) The Vice-Argentier shall keep all funds and shall collect and disburse all moneys on behalf of the Bailliage Regional and shall keep an account of all monetary transactions and be responsible for their correctness.

(e) Any member of the Regional Council absenting himself from 3 meetings consecutively without a satisfactory explanation shall be deemed to have withdrawn from the Regional Council. A successor may be co-opted by the Regional Council to serve until the next AGM-R only.

7.6 Regional Council Meeting

The Vice-Chancelier shall convene Regional Council Meetings on the direction of the Regional Council or the Bailli Regional by giving 7 days’ notice thereof to all the Regional Council members. Notice may be sent by e-mail, fax or ordinary post. Save as otherwise provided and where applicable, all the rules and procedures relating to Regional Council Meeting shall apply accordingly and in pari materia with Article 5.3 above.

7.7 Regional Council Committees

The Regional Council may appoint Committees and depute to them any of its powers, except those in relation to the election and expulsion of members. The Committee shall choose its own chairman and regulate its own procedure.

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