1. NAME
The Society shall be called Persatuan Pemakanan Malaysia (Nutrition Society of Malaysia), hereafter referred to as the Society.

2. REGISTERED OFFICE
The registered office of the Society shall be :
c/o Division of Human Nutrition Institute for Medical Research
Jalan Pahang 50588 Kuala Lumpur, Malaysia
The registered office of the Society may be changed by the Council, with the prior approval of the Registrar of Societies.

3. OBJECTS
The objects of the Society are:
(a) to promote, advance and disseminate the scientific knowledge of food and nutrition;
(b) to protect and promote the interest of nutrition scientists in the country;
(c) to inform and acquaint the public and the Government with matters related to food and nutrition;
(d) to facilitate communication and foster friendship between nutrition scientists; and
(e) to undertake activities and functions in line with clauses 3(a) – (d) for the absolute and strict benefit of duly registered members of the Society.

4. MEMBERSHIP
The Society shall consist of the following seven categories of membership: Ordinary, Life, Associate, Student, Honorary, Corporate, and Fellow members.
(a) Ordinary membership shall be open to all persons of at least 18 years of age, residing in Malaysia, and possess a professional qualification in nutrition. Membership is also open to persons trained in dietetics, medicine, food science, biochemistry, agriculture and related sciences who are actively involved in nutrition.
(b) Life membership shall be open to any Ordinary member who has been on the Society’s register for at least a calendar year.
(c) Associate membership shall be open to persons trained in other disciplines and interested in the objects and goals of the Society.
(d) Student membership shall be open to any person who at the time of application, is a registered student pursuing a degree as provided for under clause 4(a). No university or university college student shall be admitted as a member of the Society without prior written approval of the Vice-Chancellor of the university or university college concerned. He shall cease to become a Student member on completion or termination of his studies.
(e) Honorary members shall be elected at a General Meeting on the recommendation of the Council, for distinguished public service, or for meritorious contributions to the field of nutrition, allied professions, or to the Society.
(f) Corporate membership shall be open to any locally incorporated organization involved in food and nutrition and interested in the objects and goals of the Society. Corporate members are entitled to nominate two representatives to the Society.
(g) Fellow members shall be elected at a General Meeting, on the recommendation of the Council for outstanding professional and meritorious contributions to the field of nutritional sciences. Fellows of the Society will be entitled to use the abbreviation, FNSM, after their names.
(h) Honorary, Associate, Student and Corporate members of the Society shall be eligible to participate in the activities, functions and meetings, except to vote at General Meetings and to hold office in the Council.

5. ADMISSION TO MEMBERSHIP
An applicant for admission to membership of the Society, except for Honorary and Fellow memberships, shall apply to the Council in writing in a form approved by the Council. Each application shall be proposed and seconded by two existing Ordinary or Life members of the Society.

6. TERMINATION OF MEMBERSHIP
(a) Any member acting contrary to the good name and dignity of the Society or inconsistent with its objectives may be expelled by a two-thirds majority vote of the Council. The member concerned shall however first be given an opportunity to explain his conduct and show cause why his membership should not be terminated, either in person in a Council meeting or in writing to the Council.
(b) Any member whose subscription is in arrears for two years and who has been duly notified of the fact shall, if the Council sees fit, be removed from membership of the Society.

7. SUBSCRIPTION
(a) The annual subscription for Ordinary members shall be RM50.00 (ringgit fifty only).
(b) The subscription for Life members shall be RM500.00 (ringgit five hundred only), payable at the time of his/her election as Life member.
(c) Honorary and Fellow members shall be exempted from payment of membership fees. RM30.00 (ringgit thirty only).
(e) The annual subscription for Student members shall be RM20.00 (ringgit twenty only).
(f) The annual subscription for Corporate members shall be RM500.00 (ringgit five hundred only).
(g) All subscriptions are due on 1st January of each year and payable within one month of this date, or in the case of a new member, within one month after notification of membership.

8. MANAGEMENT OF THE SOCIETY
(a) The Society shall be governed by the Council.
(b) The Council of the Society shall be elected biennially at an annual general meeting to hold office for a period of two consecutive years, and shall consist of:
A President
Immediate Past-President
A Vice-President
An Honorary Secretary
An Honorary Assistant Secretary
Honorary Treasurer
Four (4) Ordinary Council Members

(c) The office bearers of the Society and every officer performing executive functions in the Society shall be Malaysian citizens.
(d) The function of the Council is to organize and supervise the activities of the Society and to make decisions on matters affecting its running within the framework of the Rules. It shall furnish an annual report, including an audited statement of accounts, to each Annual General Meeting on its activities during the previous year.
(e) The Council shall, if and when necessary, appoint paid staff to assist in the execution of its duties and activities.
(f) Any vacancy arising between elections shall be filled by appointment of the Council.
(g) The Council may co-opt members to serve in ad-hoc committees when necessary.
(h) The Council shall meet at least once every three (3) months. At least fourteen (14) days notice shall be given for all Council meetings. All decisions made at these meetings shall be by a majority vote.
(i) In the intervals between Council meetings where any urgent matter requiring the approval of the Council arises, the Honorary Secretary shall circulate the information among Council Members to enable a decision to be made from replies of at least six (6) Council Members. Any decision arrived at, which should be by a majority vote, shall be tabled by the Honorary Secretary at the ensuing Council meeting and recorded in the minutes thereof.
(j) The quorum for Council meetings shall be one-half of its Council Members.
(k) Any member of the Council who fails to attend three (3) consecutive Council meetings without prior notification giving satisfactory reasons shall be liable to have his/her term of office terminated.

9. ELECTION OF COUNCIL MEMBERS
(a) Council Members shall be elected during an Annual General Meeting.
(b) The Council is to call for nominations in writing, with a proposer, seconder and the consent of the nominee, forty-five (45) days before the election day.
(c) The Council shall submit the list of nominations and ballot papers approved by the Council to voting members at least fourteen (14) days before the election date.
(d) Voting members shall mark on the ballot papers nine (9) candidates to be elected into the Council, and submit them before the election day, which as specified in clause 9(a), shall coincide with an Annual General Meeting.
(e) The nine (9) candidates receiving the highest votes shall be considered elected as Council Members.
(f) The various office-bearers of the Society shall be elected from the nine (9) Council Members within one month after the Annual General Meeting.

10. DUTIES OF COUNCIL MEMBERS
(a) The President shall preside at all General and Council Meetings of the Society. He shall have a casting vote in addition to his vote as member and shall sign the minutes of each meeting at the time they are approved.
(b) The Vice-President shall assume all duties, powers and responsibilities of the President in the absence of the latter.
(c) The Honorary Secretary shall conduct all correspondence and keep all books of the Society, including a membership register, documents and papers except the accounts and financial records. He shall prepare an annual report of the Society's activities for presentation at the Annual General Meeting. He shall, in consultation with the President, be responsible for calling all Council and General Meetings. He shall record the proceedings of all meetings and circulate copies of the minutes of these meetings to the Council Members within fourteen (14) days. Within twenty-eight (28) days after the holding of an Annual General Meeting, he shall submit the annual returns of the Society to the Registrar of Societies as required under section 14(1) of the Societies Act, 1966.
(d) The Honorary Assistant Secretary shall assist the Honorary Secretary in all the latter's duties. In the absence of the Honorary Secretary, the Honorary Assistant Secretary shall deputise for him and assume his responsibilities.
(e) The Honorary Treasurer shall keep the accounts of the Society. He shall collect all subscriptions or other Income of the Society and issue receipts for all monies received, disburse monies as approved by the Council and table a statement of accounts for information of Council Members at Council meetings. At the end of the financial year, he shall prepare an annual balance sheet and statement of accounts to be audited by the Honorary Auditors for presentation at the succeeding General Meeting.
(f) The Ordinary Council Members shall assist the other Council Members to ensure smooth functioning of the Society and may from time to time be assigned specific duties by the Council.
(g) The Immediate Past-President shall serve as a member of the Council to provide continuity to the Council. He shall participate in Council meetings as an Ordinary Council member with full voting rights.

11. FINANCE
(a) The Society may from time to time receive donations from well-wishers either for specific or general purposes.
(b) Subject to the following provisions in the Constitution, the funds of the Society may be expended for any purpose necessary for the carrying out of its objects, including administrative expenses, payment of salaries to paid staff, and expenses for scientific talks and seminars.
(c) The Honorary Treasurer may hold a petty cash advance not exceeding RM200 (ringgit two hundred) at any one time. All monies in excess of RM200 (ringgit two hundred) shall within seven days of receipt be deposited in a bank approved by the Council. The bank account shall be in the name of the Society. All cheques or withdrawal notices on the Society's account shall be jointly signed by the President and the Honorary Treasurer (or in the absence of either of them, the Honorary Secretary).
(d) The President, the Vice-President, the Honorary Treasurer or the Honorary Secretary are authorised to approve expenditure of not exceeding ringgit two thousand (RM2,000) for the management of the Society and shall seek endorsement for such expenditure at the ensuing Council meeting.
(e) The Council shall authorise and approve every item of expenditure above ringgit two thousand (RM2,000) and below one hundred thousand (RM100,000) from the funds of the Society. A General Meeting shall approve by a two-third majority, every item of expenditure exceeding ringgit one hundred thousand (RM100,000).
(f) All proposals by the Council to purchase, sell, mortgage or pledge any immovable property belonging to the Society or investment of the Society funds by any other financial institution or appointed body by Council shall be referred to a General Meeting of the members for approval.
(g) As soon as possible after the end of each financial year, a statement of receipts and payment and a balance sheet for the year shall be prepared and audited by the approved Honorary Auditors. The audited accounts shall be submitted for approval at the next General Meeting, copies of which shall have been circulated to all members prior to the meeting.
(h) The date of commencement of the financial year of the Society shall be from the lst of January and shall end on 31st of December annually.

12. AUDITORS
(a) Two Honorary Auditors, who shall not be members of the Council, shall be elected at the General Meeting to hold office for a period of two consecutive years.
(b) The Honorary Auditors shall be required to audit the yearly accounts of the Society, and to certify the statement of accounts prepared by the Honorary Treasurer for the next General Meeting. They may also be required by the Council to audit accounts for the Society for any period within their term of office and to make a report to the Council.

13. ANNUAL GENERAL MEETING
(a) An Annual General Meeting of the Society shall be held in the first quarter of the year on a date and at a time and place to be decided by the Council.
(b) A preliminary notice of the Annual General Meeting stating the date, the time and venue, and calling for motions for discussion shall be sent by the Honorary Secretary to all members not later than thirty (30) days before the date fixed for the General Meeting.
(c) Any member desirous of moving any resolution at the Annual General Meeting shall give notice in writing thereof to the Honorary Secretary not less than twenty (21) days before the date of such meeting.
(d) The Honorary Secretary shall send to all members at least fourteen (14) days before the General Meeting the agenda to be transacted, including copies of minutes and reports, nominations and ballot papers for the election of Council members (if applicable for the year), any resolution which members have indicated their intention of proposing as provided under clause 13(c), as well as the audited accounts for the previous year.
(e) The business of the Annual General Meeting shall be:-
(i) to receive the Council's report on the activities of the Society during the previous year;
(ii) to receive the Honorary Treasurer’s report and the audited accounts of the Society for the previous year;
(iii) on alternate years, to elect the relevant Council members and to appoint two Honorary Auditors;
(iv) to deal with other matters as spelt out in the agenda.

(f) At least one-half of the total membership or twice the number of Council Members, whichever is the lesser, must be present at an Annual General Meeting to constitute a quorum for its proceedings to be valid.
(g) If half an hour after the time appointed for an Annual General Meeting a quorum is not present, those members present shall have the power to proceed with the business of the day, but they shall not have the power to alter the Rules of the Society.

14. EXTRA-ORDINARY GENERAL MEETING
(a) An Extra-ordinary General Meeting of the Society shall be convened at the discretion of the Council, or by joint request in writing of not less than twenty-five (25) ordinary members of the Society stating the objects and reasons for such a meeting. An Extra-ordinary General Meeting requisitioned by members shall be convened within thirty (30) days from the date of receipt of such requisition.
(b) Notice and agenda for an Extra-ordinary General Meeting shall be forwarded by the Honorary Secretary to all members at least fourteen (14) days before the date fixed for the meeting. The agenda shall be specific and no other matter shall be discussed.
(c) The quorum shall be the same as that for the Annual General Meeting [clause 13(f)].
(d) In the event of a lack of quorum half an hour after the time appointed for an Extra-ordinary General Meeting called by the Council, the procedure as given in clause 13(g) shall apply. If no quorum is present half an hour from the time fixed for an Extra-ordinary General Meeting requisitioned by members, the meeting shall be declared cancelled and no Extra-ordinary General Meeting shall be requisitioned for the same purpose until the lapse of at least six (6) months from the date thereof.

15. PRESS RELEASE
No press release and no communication to any public body, Government or otherwise may be made in the name of the Society, except by the President of the Society, or any other Council Member authorised by Council of the Society.

16. AMENDMENTS TO RULES
(a) The Rules of the Society may not be altered or amended except by resolution of an Annual General Meeting or Extra-ordinary General Meeting.
(b) All proposed amendments to the Rules of the Society shall be circulated to all members together with the notice of the General Meeting. The amendments can only be effected if passed by at least two-thirds of the voting members present at a General Meeting.
(c) Such alterations or amendments made to the Rules shall take effect after approval by the Registrar of Societies.

17. PROHIBITION
(a) Neither the Society nor its members shall attempt to restrict or in any other manner interfere with the trade or prices or engage in any trade union activities as defined in the Trade Union Ordinance, 1959.
(b) The Society shall not hold any lottery whether confined to its members or not, in the name of the Society or its office bearers, committee or member.

18. DISSOLUTION
(a) The Society may be voluntarily dissolved by a resolution of not less than two-thirds of the total voting membership.
(b) In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged, and the remaining funds shall be disposed of in such manner as may be decided upon in a General Meeting.
(c) Notice of the resolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

19. EMBLEM
The emblem of the Society shall consist of two stalks of padi with 14 grains in gold colour, and a man, coloured red, standing between the two stalks. The name of the Society surrounds these drawings, and the year of its foundation is given below the man.

20. NSM EDUCATION FUND
An Education Fund shall be established by the Society, and shall be termed the "Nutrition Society of Malaysia Education Fund". Details of the Fund are given in Appendix 1 to the Rules of the Society.

21. NSM JOURNAL
(a) The Society shall publish a journal, named Malaysian Journal of Nutrition, with the prior approval of the authority concerned.
(b) The Journal shall be managed by an Editorial Board comprising an Honorary Editor and eight other members.
(c) The Editorial Board shall be appointed by the Council of the Society for a term of two years.

22. TRUSTEES
(a) Three (3) Trustees, who must be over twenty-one (21) years of age, shall be appointed at a General Meeting. They shall have vested in them all immovable property whatsoever belonging to the Society and shall deal with it in such manner as the General Meeting may direct.
(b) The Trustees shall not sell, withdraw or transfer any of the property of the Society without the consent and authority of a General Meeting of members.
(c) A Trustee may be removed from office by a general meeting on the grounds that owing to ill health, unsoundness of mind, absence from the country or for any reasons, he is unable to perform his duties or unable to do so satisfactory. In the event of death, resignation or removal of a Trustee the vacancy shall be filled by a new Trustee appointed by a General Meeting.