| 8. | Constitution of the Council. | [Subs. Act A1099] |
| (1) | For the purposes of this Act there shall be established a Council of the Institute comprising the following persons who must be members of the Institute: | |
| | (a) | the Accountant General, Malaysia, or his nominee; | |
| | (b) | not more than five members appointed from the higher educational institutions specified in Part I of the Third Schedule; | |
| | (c) | the President of the Malaysian Association of Certified Public Accountants; | |
| | (d) | three members appointed from amongst the Presidents of the local branches of the recognised bodies specified in Part II of the First Schedule; | |
| | (e) | one member appointed from amongst the members of the council of the Malaysian Association of Certified Public Accountants, other than its President; | |
| | (f) | not more than nine other members appointed from amongst suitably qualified persons; and | |
| | (g) | ten members elected by the annual general meeting of the Institute in accordance with the rules of the Institute. | |
| (2) | The members referred to in subsection (1)(b), (d), (e) and (f) shall be appointed by the Minister on the advice of the Accountant General and such appointments may be revoked by the Minister without assigning any reason therefor. | |
| (3) | The total Council members shall not be less than twenty-five and more than thirty. | |
| (4) | The President and Vice-President of the Institute shall be elected by a simple majority vote of the total Council members from amongst the Council members for a term of two years. | |
| (5) | In the event of any vacancy arising in the office of the President or of the Vice-President, the Council shall at its next meeting or as soon as may be thereafter elect one of the Council members to fill the vacancy by a simple majority vote of the total Council members for a new term of two years. | |
| (6) | The President or Vice-President of the Institute shall not hold office for more than two consecutive years. | |
| (7) | If the members of the Council fail to elect the President and Vice-President as specified in subsection (4) or (5), the Minister shall appoint the President and Vice-President from amongst the Council members for a period of two years. | |
| (8) | A Council member shall not hold office for more than four consecutive years. | |
| (9) | The Minister may, in respect of each Council member appointed under subsection (1)(c) and (d), appoint an alternate member to attend, in place of that Council member, meetings of the Council when that Council member is for any reason unable to attend. | |
| (10) | When attending meetings of the Council, an alternate member shall for all purposes be deemed to be a member of the Council. | |
| (11) | An alternate member shall, unless he sooner resigns his membership or his appointment is sooner revoked, cease to be an alternate member when the Council member in respect of whom he is an alternate ceases to be a member of the Council. | |
| 9. | General powers of the Council. | |
| | The Institute and its funds shall be managed by the Council and all such powers, acts or things as may be exercised or done by the Institute which are not by this Act expressly directed or required to be exercised or done by the Institute in general meeting may, subject to this Act or any rules or any resolution passed from time to time by the Institute in general meeting be exercised or done by the Council: | |
| | Provided that no resolution of the Institute shall invalidate the exercise of any power or the doing of any act or thing by the Council previously which would have been valid if such resolution had not been passed. | |
| 10. | Specific powers of the Council. | |
| | Without prejudice to the generality of section 9 and subject to any rules, the Council shall have power- | |
| | (a) | to make by-laws to provide for all matters not expressly reserved for the Institute in general meeting whether the same be expressed amongst its powers or not and by-laws for the inculcation of sound practice of the profession of accountancy, the prevention of illegal and dishonourable practices of that profession and the promotion of the interests of that profession; | |
| | (b) | to appoint at its discretion such officers, clerks, agents and servants for permanent, temporary or special services as it may deem fit and to determine their duties and terms and conditions of service; | |
| | (c) | to take cognisance of anything affecting the Institute or the professional conduct of its members and to bring before any general meeting of the Institute any matter which it considers material to the Institute or to the interests of the profession and make any recommendations and take such action as it deems fit in relation thereto; | |
| | (d) | to communicate with other similar bodies and with members of the profession in other places for the purpose of obtaining and communicating information on all matters likely to prove beneficial or interesting to members and to negotiate and arrange with those bodies for the reciprocal recognition of the status of members; | |
| | (e) | to establish branches of the Institute as it deems fit; | |
| | (f) | to delegate in its absolute discretion any of its powers, privileges and discretions to any branch of the Institute on such conditions and for such period as it deems fit, provided that the disciplinary powers of the Council shall not be delegated; | |
| | (g) | to appoint Committees of the Institute for such purposes and with such powers as may be prescribed; | |
| | (h) | to exercise all such powers, privileges and discretions as are not by this Act expressly and exclusively required to be exercised by members in general meeting; and | |
| | (i) | to use the official seal of the Institute. | |
| 11. | Specific powers of first Council. | |
| (1) | Notwithstanding section 7 and without prejudice to sections 9 and 10 the first Council constituted shall have power to make rules to provide for any of the matters mentioned in section 7(1). | |
| (2) | All rules made under subsection (1) shall require the approval of the Minister before publication in the Gazette and shall remain in force until amended or revoked under section 7. | |