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Incorporation of R.I.District 3310

Incorporation of R.I.District 3310. An Update P.P. V.Venkatachalam RC Pasir Gudang R.I. District 3310 Assembly 2012. A Legal Entity Now. Incorporated as Rotary International District 3310 Berhad . Date of Incorporation: 21.12.2011. Limited Liability.

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Incorporation of R.I.District 3310

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  1. Incorporation of R.I.District 3310 An Update P.P. V.Venkatachalam RC Pasir Gudang R.I. District 3310 Assembly 2012

  2. A Legal Entity Now • Incorporated as Rotary International District 3310 Berhad. • Date of Incorporation: 21.12.2011

  3. Limited Liability • Rotary International District 3310 Berhad is a public company limited by guarantee. • Maximum liability limited to RM100 per member.

  4. Membership • All Rotary Clubs in R.I.District 3310 in good standing are automatically a member of the Rotary International District 3310 Berhad (“Company”).

  5. Initial Directors • IPDG Dr K A Abraham • PDG Dato Mohd Latip Sarugi • Henry Tan (President RC Pasir Gudang) • NB:PDG Dato Mohd Latip & President Henry Tan will step down after the final BOD is constituted.

  6. Final Board of Directors • 1.DG Hj Zainie Abdul Aucasa • 2.IPDG Dr K A Abraham • 3.DGE Lee Kong Hwee • 4.DGN Chew Ghim Bok • 5.PDG David Tong (Chairman Council of Governors) • 6.PP James Jupinon (District Secretary) • 7.Rtn Kevin Lim (District Treasurer) • 8.PDG Dr Philbert Chin (Independent Director) • 9.PDG Datuk George Ginibun (Independent Director)

  7. Final Board of Directors • 10.PDG Abang Nawawi (Chairman District Foundation) • 11.PP Alex Eow (Chairman District Membership) • 12.PP Philip Chong (Chairman District Community ) • 13.PP Leslie Sim (Chairman District Service to New Generation) • 14.PP Chew Ban Seng (Chairman District Preserve Planet Earth)

  8. Addresses • Registered Office: Suite 1705A, Level 17, Menara Landmark, Jalan Ngee Heng, 80000 Johor Bahru. • Business address: Wisma Rotary Kulai, No.1 Jalan Bintang 2, Taman Bintang, 81400 Senai, Johor.

  9. Activity • The Company will be activated on 1 July 2012. • From date of incorporation 21.12.11 to 30.6.2012, the Company will remain dormant.

  10. Notification to Clubs • By way of email on 19 March 2012, the Company secretary had notified all Club Presidents on the incorporation of Rotary International District 3310 Berhad and a copy of the Company’s M&A was also emailed. • A hard copy of the M&A was posted on 21 March 2012.

  11. Implications • The Clubs and District will continue to be run as it is , i.e., under the stewardship of the District Governor and his team of District Officers. • No major changes. • Unlike in the past, the District now has a legal status, can own investments, sue and be sued. • Singapore Clubs will pay their dues in s$ to the Foundation of Rotary Clubs (Singapore) Limited who will transfer the funds in total to the Company’s bank account in Malaysia. This is done in order to save banking charges and time to credit.

  12. Proposed Amendment to Article 7.3 • Article 7.3 of the Company’s M&A currently reads: • “Two (2) Past District Governors as independent directors be elected by Member Clubs”. • Proposed Amendment: • “Three(3) Past District Governors as independent directors be elected by Member Clubs”. • If approved PDG Lim Hock Teck will be elected as the 3rd independent director.

  13. Extraordinary General Meeting • An EGM need to be called to amend the Articles. • 21 days notice to be given. • 75% of members in person or by proxy need to vote in favour . • Due to time constraint, no EGM called • Alternative Procedure to be adopted.

  14. Members’ Resolution By Mail • The Company secretary will email the proposed resolution to Club Presidents. • Please sign and return a copy of the mail. • NB: • Since this is a members 'resolution and NOT an EGM resolution, ALL Clubs MUST agree, otherwise the resolution is invalid (Section 152A, Companies Act,1965)

  15. THANK YOU

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