Constitution of Society

1. DEFINITIONS

In this Constitution, the following words and expressions shall have the following meanings ascribed to them:

(a) “alternate” means an individual nominated by a Member to replace its representative during the absence of the latter at official meetings of the Society unless otherwise specified.

(b) “Committee Member” means an Ordinary, Associate or Individual Member nominated and elected, or co-opted to the Committee.

(c) “Committee Member Representative” means (i) an individual representing an Ordinary or Associate Member on the Committee or (ii) an Individual Member on the Committee.

(d) “day” means one calendar day unless otherwise specified.

(e) “General Meeting” means Annual General Meeting or an Extraordinary General Meeting unless otherwise specified.

(f) “Member” means an Ordinary, Associate, Individual or Fellow Member of the Society.

(g) “membership year” means a period of 12 months commencing from the date on which an application for membership of the Society has been approved and every consecutive 12 months period thereafter.

(h) “month” means a calendar month unless otherwise specified.

(i) “Ordinary Resolution” means in relation to General Meetings, a resolution which requires approval by Simple Majority of the Members present and voting and, in relation to Committee Meetings, a resolution which requires approval by Simple Majority of Committee Members present and voting provided in both cases that the quorum requirements are satisfied.

(j) “Registered Office” means the place of business of the Society for the time being.

(k) “representative” means an individual appointed by an Ordinary, Associate or Fellow Member to represent that Member.

(l) “Simple Majority” means more than 50%.

(m) “Society” means eGenie Forum / 电子精灵论坛. 

(n) “Special Resolution” means in relation to General Meetings, a resolution which requires approval by 75 per cent or more of the Members present and voting and, in relation to Committee Meetings, a resolution which requires approval by 75 per cent or more of Committee Members present and voting provided in both cases that the quorum requirements are satisfied.

Words denoting any one of the masculine, feminine or neuter genders shall include the other said genders.

2. NAME

The name of the Society shall be “eGenie Forum / 电子精灵论坛” hereinafter referred to as the Society.

3. PLACE OF BUSINESS

The Society’s place of business shall be at 114 Lavender Street, #07-85, CT Hub 2 Singapore 338729, or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

4. OBJECTS

The objects of the Society are:

(i) to function as a think tank and voice of the marine and shipping industry;

(ii) to promote digitalisation in the marine and shipping industry;

(iii) to prepare the marine and shipping industry to cope with technical and human challenges and other business disruptions due to digitalisation and artificial intelligence;

(iv) to assist the marine and shipping industry on lowering costs; improving operational efficiency; increasing market share and retention of the best employees;

(v) to seek synergies with maritime associations and organizations; and

(vi) any other objectives that are complementary or incidental to the attainment of the foregoing objectives.

(b)     The Society will undertake, inter alia, the following activities to achieve these objectives:

(i) bring together relevant industry players to agree on documentation and product standards including defining the product units of measurement, descriptions, packing sizes, etc. and solutions to shape the future through standardisation of documents and computer language as well as much improved usage of digital solutions;

(ii) organise talks, events and seminars;

(iii) collaborate with players in the marine and shipping industry and government bodies to set new standards;

(iv) participate in meetings to discuss issues and define standards for the marine and shipping industry;

(v) participate in forums to discuss or promote the views of the Society;

(vi) organise functions for its members to interact with one another;

(vii) provide its members with relevant informational materials; and

(viii) to do all other things as the Society’s Committee shall deem necessary to achieve its objectives, including but not limited to maintaining its offices, owning/managing of property real and personal, entering into agreements and contracts, signing and executing deeds and undertaking or executing any representation or trust, as well as employing persons and terminating their services.

5. MEMBERS

5.1 CATEGORIES OF MEMBERSHIP

There shall be four categories of membership:

(a) Ordinary;

(b) Associate;

(c) Individual; and

(d) Fellow.

5.2 ORDINARY MEMBERSHIP

(a) Anybody corporate or organization shall be eligible to become an Ordinary Member if they are;

(i) ship owners;

(ii) ship managers;

(iii) maritime and shipping groups or organizations;

(iv) suppliers of machinery spares;

(v) suppliers to ship chandlers;

(vi) sales and/or marketing agents and/or distributors in the marine and shipping industry;

(vii) husbandry agents;

(viii) service providers of one or more of the following: repair and maintenance; fire and safety services, riding gangs; supply boats;

(ix) surveyors or consultants in the marine and shipping industry;

(x) freight forwarders; packing, logistics and transporters; insurance providers;

(xi) classification societies; port authorities; governmental bodies;

(xii) educational institutions; non-governmental organizations; or

(xiii) IT and software providers.

5.3 ASSOCIATE MEMBERSHIP

Anybody corporate, firm or organisation carrying on business in Singapore or outside Singapore shall be eligible to become an Associate Member.

5.4 INDIVIDUAL MEMBERSHIP

(a) Any individual who is engaged or has been involved in the shipping industry in Singapore may become an Individual Member.

(b) Any individual who is currently employed by a body corporate, firm or organisation who is currently a member of the Society or is eligible for either Ordinary or Associate Membership in eGenie Forum / 电子精灵论坛 will not be eligible to apply for Individual Membership.

5.5 FELLOW MEMBERSHIP

Non-profit organisations, social enterprises and other non-government organisations who are in collaboration with the Society shall be eligible to become a Fellow Member.

5.6 APPLICATION FOR MEMBERSHIP

(a) Every application for membership shall be made in a prescribed form to be provided for the All application forms shall contain such particulars as the Committee may deem necessary.

(b) Anybody corporate, firm or organisation applying for membership shall attach to the application form a recent copy of its company’s profile and structure obtained from the Accounting and Corporate Regulatory Authority or other such competent authorities.

5.7  APPROVAL OF MEMBERSHIP

(a) Every application for membership shall be considered by the Committee which shall have full discretion to accept or to decline it without giving any reason therefore and notwithstanding anything in Clauses 5.2 to 5.5 the Committee may at its discretion waive one or more of the criteria set out in Clauses 5.2 to 5.5 when considering and approving an application for membership;

(b) Upon approval, the Society shall notify the applicant in writing, and upon payment of the entrance and subscription fees, the candidate’s name and address shall be entered in the Society’s Register of Members and it shall be provided with a copy of this Constitution of the Society.

5.8 NON-TRANSFERRABILITY OF MEMBERSHIP

The Membership of the Society is exclusive to a particular Member and shall not be transferable from one body corporate, firm or organisation or person to another.

5.9 MEMBERS’ OBLIGATIONS

Members shall assist in the general administration of the Society and perform duties assigned by and abide by all decisions of the Committee from time to time.

5.10 MEMBERS’ RIGHTS AND PRIVILEGES

(a) Every Ordinary Member shall be entitled to the following rights and privileges:

(i) to nominate and elect or be nominated and elected to be a member of the Committee of the Society;

(ii) to vote at General Meetings;

(iii) to submit any proposal at General Meetings;

(iv) to nominate one (1) representative to attend and vote at meetings.

(b) Every Associate Member shall be entitled to the following rights and privileges:

(i) to be a co-opted Member of the Committee;

(ii) to submit any proposal at General Meetings;

(iii) to vote at General Meetings as may be expressly declared by the Committee in accordance with this Constitution;

(iv) to nominate one (1) representative to attend and vote at meetings.

(c) Every Individual Member shall be entitled to the following rights and privileges:

(i) to be a co-opted Member of the Committee;

(ii) to submit any proposal at General Meetings;

(iii) to vote at General Meetings as may be expressly declared by the Committee in accordance with this Constitution.

(d) Every Fellow Member shall be entitled to the following rights and privileges:

(i) to submit any proposal at General Meetings;

(ii) to nominate one (1) representative to attend meetings.

(e) The rights and privileges of a Member shall be exclusive to the Member and shall not be capable of being transferred or assigned to any other person, body corporate, firm or organisation.

5.11 RESIGNATION OF MEMBER

A Member may terminate its membership of the Society by giving at least thirty (30) days’ notice in writing to the Society. If the last day of the notice period falls into another month, the resigning Member shall be liable to pay all subscriptions due from it up to the end of that month. Membership fees already paid are not refundable upon resignation.

5.12 EXPULSION, SUSPENSION AND CESSATION OF MEMBERSHIP

(a) The Committee may expel any Member if such a Member:

(i) has persistently refused or failed to comply with or observe any of the provisions of this Constitution of the Society or any by-laws of the Society for the time being in force; or

(ii) has failed to pay the annual subscription fees; or

(iii) has publicly expressed views or opinions concerning the Society without authority or prior permission from the Committee; or

(iv) has refused to abide by a decision of the Committee; or

(v) has acted in any way prejudicial to the good name or the interests of the Society or its Members and brought the Society into disrepute; or

(vi) has been convicted of any criminal

(b) Before a Member is expelled or proceeded against under this Clause, he shall be given not less than twenty-one (21) days’ notice in writing by the Committee, informing the Member of the nature of the act or conduct rendering that Member expelled from membership, and giving that Member a chance to be heard by the Committee at a meeting to be convened for that purpose.

After hearing the Member, the Committee shall vote on the expulsion of the Member. If two-thirds or more of the Committee Members decide to expel the Member, the Member shall cease to be a member of the Society. If the Member fails to attend the meeting in paragraph (b) above, the Committee shall nonetheless be entitled to consider the Member’s case in its absence.

(c) A Member shall automatically cease to be a Member and its name shall be struck off the Register of Members if its subscription shall remain unpaid for a period of two months (2) after its due The Committee may, however, reinstate the name of such Member in the Register of Members only upon the defaulting Member furnishing a satisfactory explanation to the Committee and payment of all arrears within thirty (30) days after the cessation of its membership;

(d) A Member shall also cease to be a Member if:

(i) the person dies; or

(ii) it has resigned; or,

(iii) it has been adjudicated a bankrupt; or,

(iv) it has been wound up; or,

(vi) it has been expelled; or,

(vi) its membership is terminated by the Committee in accordance with this Constitution.

(e) Any Member which ceases to be a Member, whether by resignation or expulsion or for any other reason, shall be liable to pay all subscriptions due from it up to the end of the membership year in which it ceases to be a Member and shall cease to enjoy all rights and privileges attaching to its membership of the Society but shall remain liable to the Society for all monies and obligations due for the period up to the date of which it ceases to be a Member and shall have no right to a refund of any subscriptions or other monies paid by it to the Society.

5.13 LIABILITIES OF MEMBERS

The liability of a Member of the Society to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount unpaid by the Member in respect of membership of the Society as required by Clauses 6.1 and 6.2 below.

6.  SUBSCRIPTIONS

6.1 ENTRANCE FEE

Upon acceptance into the Society, a new Member, Ordinary or Associate or Individual, shall be liable to pay on demand a non-refundable entrance fee, which shall be fixed by the Committee from time to time for each category of membership.

6.2 SUBSCRIPTION FEE

Members shall pay a subscription fee in respect of each membership year. The fee shall be fixed by the Committee from time to time. The Committee may from time to time vary the subscription fee payable in respect of each category of membership. The fee shall be payable in advance and may be paid annually or in respect of such other period as the Member may agree with the Society.

6.3 NOTIFICATION OF ENTRANCE/SUBSCRIPTION FEES

Details of entrance fees and subscription fees shall be available from the Registered Office of the Society upon request by any Member or intended Member.

Any change in subscription fee or entrance fee shall be notified to each Member by means of a circular from the Society.

6.4  LEVY

Without prejudice to Clause 6.1 and 6.2, the Society in a General Meeting may at any time and for any urgent or special purpose resolve to raise a special levy from the Members and shall fix the amount (if any) of such levy to be paid by any category of membership.

7 GENERAL MEETINGS

7.1 GENERAL REQUIREMENTS

(i) The supreme authority of the Society is vested in a General Meeting of the members.

(ii) The Society shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings held in that year and shall specify the meeting as such in the notices calling it.

(iii) The Annual General Meeting of the Society shall be held every year not earlier than 31st March but not later than 31st July at such time and place as the Committee shall determine.

(iv) All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meeting.

(v) An Extraordinary General Meeting may be requisitioned at any time by:

(i) the President;

(ii) the Committee; or

(iii) at least one third of the total voting Members.

The requisition must be signed by all of the relevant requestor(s) and shall state thereon the purpose in detail for which they desire the meeting to be called.

(vi) Where an Extraordinary General Meeting is requisitioned by the Members in accordance with paragraph (e)(iii) above, such meeting shall be convened by the Committee within two (2) months of the date of receipt of the signed requisition.

(vii) If the Committee fails to convene a meeting in accordance with paragraph (f) above, then the Members making the requisition may convene the Extraordinary General Meeting by giving fourteen (14) days’ notice to all other The Society will allow the requisitioning Members access to its Register of Members for this purpose.

(viii) A Member may participate in a General Meeting by electronic means, telephone, or other communications facility only if:

(i)   the Member makes a request to the Committee to participate by such means of communications; and

(ii)   the Committee approves the Member’s request to participate by such means of communications.

If the Committee approves a Member’s request, then the communications facility must be such that all persons participating in the meeting can communicate with each other. All participants shall be advised of the communications facility and the names of the participants in the conference shall be divulged to all participants. Participation in a General Meeting pursuant to this paragraph shall constitute presence in person at the General Meeting. The Society may hold a General Meeting of Members conducted solely by means of remote communication.

7.2 NOTICE OF GENERAL MEETINGS

(a) A notice of any General Meeting shall be sent to all Members at least fourteen (14) days before the meeting.

(b) A notice of a General Meeting must specify the following:

(i) the place at which the General Meeting is held;

(ii) the date and time of the General Meeting; and

(iii) in case of special business to be transacted at the general meeting, the general nature of that business.

(c) All business that is transacted at an Extraordinary General Meeting or Annual General Meeting shall be deemed special, with the exception of the consideration of the accounts and balance sheets and the reports of the Committee and auditors (if any), the election of Members of the Committee, election of the President or the Secretary and Treasurer in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors (if any).

(d) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person or Member entitled to receive notice shall not invalidate the proceedings at that meeting.

7.3 QUORUM

(a) No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, the presence of one-third of the total membership of Ordinary Members shall be a Proxies shall not be constituted as part of the quorum.

(b) Subject to paragraph (c) below, in the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour 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 amend any part of the existing Constitution.

(c) In the case of a meeting convened by the requisition of the Members pursuant to Clause 1(e)(iii) of this Constitution, if within fifteen (15) minutes from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

7.4 CHAIRMAN

The chairman of a General Meeting is —

(a) the President;

(b) a Committee Member Representative chosen by the Committee, if the President is unwilling or unable to act as the chairman of the General Meeting, or if the President is not present within 15 minutes after the time appointed for the holding of the General Meeting; or

(c) a Member elected by the Members present for the purpose of being the chairman of the General Meeting, if no Committee Member Representative is willing or able to act as the chairman of the General Meeting or if no Committee Member Representative is present within 15 minutes after the time appointed for the holding of the General Meeting.

7.5 ADJOURNMENT

(a) The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.

(b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(c) There is no need to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting unless the adjourned meeting is to be held more than 30 days after the date of the original general meeting.

7.6 VOTING PROCEDURES

(a) Every Ordinary Member shall be entitled to vote at any General Meeting provided that at the date of the meeting it has paid all monies presently payable by it to the Society.

(b) No Associate or Individual Member shall be entitled to vote at any General Meeting other than on a resolution expressly declared by the Committee to be an issue concerning or affecting the interest of the Associate or Individual Members as the case may Any such declaration by the Committee shall be conclusive and binding on all Members.

(c) At any General Meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded —

(i) by the chairman of the meeting; or

(ii) by at least 3 Members, being entitled to vote on that resolution present in person or by proxy.

(d) Unless a poll is demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Society is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(e) The demand for a poll may be withdrawn.

(f) Subject to any rights or restrictions conferred by this Constitution, at any General Meetings, each Member entitled to vote may vote in person or by proxy or by attorney. On a show of hands, every Member or representative of a Member present in person has one vote. On a poll, every Member present in person or by proxy or other duly authorised representative has one vote.

(g) If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(h) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

(i) A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

(j) No Member, except with the permission of the meeting, may address the meeting for more than fifteen (15) minutes.

(k) The instrument appointing a proxy shall be in writing under the hand of the A proxy may but need not be a Member of the Society.

(l) The instrument appointing a proxy shall be deposited at the Registered Office or at such other place within Singapore as is specified for that purpose in the notice convening the meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the Member named in the instrument proposes to Should such deposit of instrument of proxy not be effected, the instrument shall be treated as invalid.

(m) An instrument appointing a proxy shall be in such form or forms as may be prescribed by the Committee from time to time.

(n) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

(o) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Society at the Registered Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

(p) All matters to be decided upon by Members in General Meeting shall be determined by Ordinary Resolution unless the terms of this Constitution require them to be determined by Special Resolution.

8. THE COMMITTEE

8.1 COMPOSITION OF THE COMMITTEE

(a) The affairs of the Society shall be managed by a Committee consisting between not less than seven (7) and not more than thirteen (13) Committee Member Representatives.

(b) An individual representing an Ordinary or Associate Member on the Committee or an Individual Member on the Committee shall be known as a “Committee Member Representative”.

(c) The composition of the Committee Member Representatives shall consist of the following:

(i) President, who shall be a representative of an Ordinary Member

(ii) Secretary, who shall be a representative of an Ordinary Member

(iii) Treasurer, who shall be a representative of an Ordinary Member

(iv) Four (4) representatives, each representing an Ordinary Member

(v) Up to six (6) representatives, each representing a Member co-opted by the Committee Member Representatives of the Committee Members elected at the General Meeting

8.2 ELECTION OF THE COMMITTEE

(a) A notice of

(i) the first Annual General Meeting:

(ii) an Annual General Meeting where elections for the Committee are due under this Constitution, shall include a call for nominations to the Committee.

(b) An Ordinary Member who wishes to stand for election to the Committee (i) must be nominated (proposed and seconded) by two (2) other Ordinary Members; and (ii) state the name and particulars of the individual who will be its representative on the Committee.

(c) Notice of nomination for election to the Committee must be given to the Society at least seven (7) days before the General Meeting.

(d) In the event that insufficient nominations are received prior to the Annual General Meeting, nominations for election to any unfilled position in the Committee may be received from the Members at the General Meeting provided that the Member and its representative so nominated must be present to give their consent at the General Meeting.

(e) At the first Annual General Meeting and at the Annual General Meetings where elections for the Committee are due under this Constitution thereafter, the Society in General Meeting shall elect seven (7) Ordinary Members to the Committee by Simple Majority vote. Only Ordinary Members shall be entitled to vote.

(f) Election will be either by show of hands or, subject to the agreement of the majority of the Ordinary Members present, by a secret ballot. In the event of a tie, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favour of one of themselves.

8.3 ELECTION OF COMMITTEE OFFICE HOLDERS AND CO-OPTING OF MEMBERS TO THE COMMITTEE

(a) The Committee Member Representatives of the Committee Members elected at the General Meeting shall amongst themselves elect the President, the Secretary and the Treasurer at its first Committee meeting.

(b) The Committee Member Representatives of the Committee Members elected at the General Meeting may co-opt and appoint up to six (6) Members from the general body of the Members to sit in the Committee, subject to the following:

(i) If less than three (3) Members are co-opted to the Committee, all such co-opted Committee Members (if any) must be Ordinary Members;

(ii) If three (3) or more Members are co-opted to the Committee, at least two (2) such co-opted Committee Members must be Ordinary Members; and Each Member that is co-opted into the Committee shall nominate an individual to serve as its representative on the Committee.

(c) No Committee Member may nominate at any one time more than one individual to serve as its representative on the In so long as an individual has been nominated by the Committee Member to serve as its Committee Member Representative, no other individual shall be nominated by, or shall otherwise be a representative of, such Member in the Committee.

(d) A Committee Member Representative shall cease to hold office in the Committee if he ceases to represent the Member or if the Member ceases to be a Committee Member or a Member of the Society.

(e) Subject to Clause 8.5, if the Committee Member Representative ceases to represent the Member, the Committee shall permit the Member to substitute him with another The substituted individual shall only assume such office or offices occupied by his predecessor as may be approved by the Committee. In the absence of a substitution, the Committee shall have the discretion to appoint any other Committee Member Representative to fill any office left vacant by a Committee Member Representative.

8.4 TERM OF OFFICE OF COMMITTEE MEMBERS

(a) The term of office of the Committee is for a period of two years until a new Committee is Pursuant to the aforesaid, the term of office of all elected, nominated and co-opted Members and Committee Member Representatives of the Committee shall automatically expire with the election of a new Committee.

(b) Subject to paragraph (c) below, all Committee Members and Committee Member Representatives shall be eligible to seek re-election or be re-appointed to the Committee upon the expiry of their term of office in the Committee.

(c) The tenure of the office of the President shall be limited to a maximum of three (3) consecutive terms, after which he may stand for re-election as President after a break of two (2) years, during which he may not be elected as President, Treasurer or Secretary of the Society.

8.5  RESIGNATION AND VACATION OF OFFICE

(a) In the event that the office of President becomes vacant prior to the due date of retirement of such person therefrom, either the Secretary or Treasurer shall be elected by the Committee to become Where the Secretary or Treasurer is elected by the Committee to the office of President, such person prior to taking office as President shall resign his post of Secretary or Treasurer as may be appropriate.

(b) In the event that the office of either Secretary or Treasurer becomes vacant prior to the due date of retirement of such person therefrom, the Committee may appoint a representative of another Committee Member, being an Ordinary Member, into such The person filling such vacancy shall hold such office until the Annual General Meeting at which his predecessor in such office was due to retire.

(c) In the event of a resignation of an elected Committee Member during its term of office, the Committee may by a Simple Majority appoint an Ordinary Member to fill such vacancy, provided that such Ordinary Member so appointed shall hold such office only until the Annual General Meeting at which its predecessor was due to retire.

(d) If the Committee Member who resigns is a co-opted Ordinary, Associate or Individual Member, the Committee may co-opt or nominate another Member, Ordinary, Associate or Individual, to fill the the vacancy.

8.6 POWERS AND DUTIES OF THE COMMITTEE

The duty of a Committee Member is to work together with the other Committee Members to make decisions and carry out acts which are in the interests of the Society as a whole. The Committee Members and Committee Member Representatives shall be entitled to an indemnity from the assets of the Society for all expenses and other liabilities properly incurred by them and bona fide in the management of the affairs of the Society.

The Committee shall exercise the following powers and duties:

(a) control all finances of the Society;

(b) engage, control and dismiss such paid personnel as it may deem necessary;

(c) exercise such administrative powers as may be necessary for properly carrying out the objects of the Society in accordance with the provisions of this Constitution;

(d) implement all resolutions and decisions approved at General Meetings;

(e) make recommendations to General Meetings, on any amendment to this Constitution;

(f) review all reports by the various sub-committees and make such recommendations as may be deemed necessary for approval by the General Meeting on matters which are outside the scope or the powers of the Committee;

(g) approve applications for new membership at its sole discretion;

(h) appoint sub-committees for specific purposes as it shall deem necessary from time to time;

(i) at its discretion, join any organisation or body it deems fit to further the interest of the Society;

(j) set aside funds of the Society, or raise special funds on a voluntary basis, for such purposes as it shall deem fit from time to time, and to accumulate the income arising therefrom and from time to time to apply the securities or moneys to the credit of such fund towards the objects for which such fund was created;

(k) purchase, take in exchange, lease, hire or otherwise acquire any estate or interest therein, any real or personal property, rights, or privileges which the Society is authorised to purchase or acquire and which it may deem requisite or expedient to acquire for the purpose of the Society’s business and at its discretion to sell, subdivide, let, exchange or dispose of, any property of the Society on such terms as to credit or otherwise, as it may think fit;

(l) at its discretion, pay for any property rights, or privileges acquired by or services rendered to the Society, whether wholly or partially in cash or in bonds, debentures or other securities of the Society and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Society or not so charged;

(m) to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts deeds and things in the name and on behalf of the Society as it may con sider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the Society;

(n) secure the fulfillment of any contracts or engagements entered into by the Society by mortgage or charge on or over any of the property of the Society for the time being or in such other manner as it may think fit;

(o) raise or borrow money in the name or otherwise on behalf of the Society as it may from time to time think expedient, and secure the repayment thereof or the fulfillment or discharge of any liability, guarantee, or obligation of or undertaking by the Society in such manner and upon such terms and conditions as it thinks fit, and in particular by the issue of bills or notes, by mortgage or charge on or over any of the property or assets of the Society, both present and future;

(p) sell, exchange or otherwise dispose of or lease, sub-lease, let on hire and grant options over any property of the Society at such prices or at such rentals, fees or hire and upon such terms as it shall think fit and from time to time determine or agree to variations of any lease, sub-lease, tenancy, occupancy, licence or hiring;

(q) appoint solicitors, estate agents, property consultants or any person to act on behalf of the Society in any matter and on such terms as it thinks fit;

(r) institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or otherwise concerning the affairs of the Society and also to compound and allow time for payment or satisfaction of any debts due and of any claim or demands by or against the Society;

(s) to refer any claims or demands by or against the Society to arbitration and observe and perform the awards;

(t) to make and give receipts, releases and other discharges for money payable to the Society and for the claims and demands of the Society;

(u) invest and deal with the monies of the Society not immediately required upon such securities or without security and in such manner as it may from time to time think fit and from time to time to vary or realise such investments and in particular without prejudice to the said generality to place such moneys on deposit with any bank;

(v) do such other acts and things as are incidental to or necessary for effecting any of the purposes indicated above; and

(w) decide on all matters relating to the management of the Society and all issues arising out of or not covered by any of the provisions of this Constitution.

8.7 COMMITTEE MEETINGS

(a) The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.

(b) Any Committee Member Representative may at any time summon a meeting of the Committee.

(c) Meetings of the Committee may be held through the use of a conference telephone or similar communications equipment such as email, instant messaging, video conferencing or similar communication so long as all members participating in such meeting can communicate with one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

(d) The Committee shall cause minutes to be made in books provided for the purpose:

(i) of all appointments of officers made by the Committee;

(ii) of the names of the Committee Member Representatives present at each meeting of the Committee and of any sub-committee of the Committee;

(iii) of all resolutions and proceedings at all meetings of the Society, and of the Committee, and of sub-committees of the Committee.

(e) Every Committee Member Representative present at any meeting of the Committee or any sub-committee of the Committee shall sign his name in a book to be kept for that purpose.

(f) All meetings of the Committee shall be chaired by the President and in his absence by either the Secretary or the In the event that the President and both the Secretary and the Treasurer are absent, the Committee shall elect one of the Committee Member Representatives to be chairman of the meeting.

(g) Fifty percent (50%) of the Members of the Committee shall form a quorum, those present shall be considered a quorum, but they shall have no power to amend any part of the existing Constitution.

(h) A Member shall cease to be a Committee Member if the individual representing it fails to attend three consecutive Committee meetings without any explanation satisfactory to the However, leave of absence for a period not exceeding six (6) months may be granted on application.

(i) All Committee Members shall have equal voting Each Committee Member shall be entitled to one vote.

(j) Voting at a Committee Meeting may be by a simple show of hands or any other manner as the meeting may decide.

(k) In case of an equality of votes the chairman of the meeting has a second or casting vote.

(l) All matters to be decided upon by the Committee in Committee meetings shall be determined by Ordinary Resolution unless the terms of this Constitution require them to be determined by Special Resolution.

(m) A resolution in writing, signed by all Committee Members for the time being entitled to receive notice of a meeting of the Committee, is as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution in writing may consist of several documents in like form, each signed by one or more Committee Members.

9 SUB-COMMITTEES

(a) The Committee may delegate any of its powers to sub-committees, including without prejudice to the generality of the foregoing sub-committees consisting of such Members and such other persons as it thinks The Committee shall determine the roles of the sub-committees as it sees fit, and any sub-committee so formed shall be in the exercise of the powers so delegated conform to any guidelines that may be imposed on it by the Committee.

(b) Each sub-committee shall be chaired by a Committee Member Representative appointed by the Committee unless otherwise determined by the Where it deems fit, the Committee shall have the power to appoint any Member from the general body of Members to chair any sub-committees. The chairperson of a sub-committee may, whenever required, form working groups for specific purposes or issues affecting an interest group and shall appoint a Chairperson for each of such working group.

Any sub-committee chairperson who is not a Committee Member Representative shall be required to attend meetings of the Committee, if directed by the Committee, but shall not be entitled to vote thereat.

(c) Pursuant to Clause 9 (a) and (b), the Committee shall inform the Members of the terms of reference of any sub-committees to be formed within one (1) month of the Annual General Meeting or such time as an sub-committee is formed.

10 FINANCES, ACCOUNTS AND AUDIT

(a) The Committee shall appoint the Treasurer and one Committee Member Representative to be in charge of finance, investment and audit matters. They shall advise and deal with all matters relating to the Society’s finances, auditing of accounts and the investment of surplus funds of the Society which are not required for immediate use, in both movable and immovable properties, public and government securities and such other sound enterprises which may be deemed to be fund generating.

(b) The Committee shall cause proper books of account to be kept in respect of:

(i) all sums of money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place;

(ii) all sales and purchases of goods by the Society; and

(iii) the assets and liabilities of the Society.

(c) Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Society’s affairs and to explain its transactions.

(d) The books of account shall be kept at the Registered Office and shall always be open to the inspection of Committee Member.

(e) The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of members, and no Member, not being a Committee Member, shall have any right to inspect any account or book or document of the Society except as authorised by the Committee or by the Society in General Meeting.

(f) The Committee shall from time to time cause to be prepared and to be laid before the Society in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are deemed necessary.

(g) A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Society in General Meeting, together with a copy of the report of the Committee and a copy of the auditor’s report (if any), shall be sent to every Member of the Society not less than fourteen (14) days before the date of the meeting; provided that this Constitution shall not require a copy of those documents to be sent to any Member of whose address the Society is not aware of.

(h) All cash received by the Society shall be deposited into a Bank to be nominated by the Committee for the credit of the Society except a sum which may be retained to meet current expenses, the size of which shall be decided from time to time by the Committee.

(i) All cheques drawn on the Society’s account shall be signed by two signatories, which signatories and signing limits shall be determined by the Committee from time to time.

(j) If the gross income or expenditure of the Society exceeds S$500,000 in that financial year, the accounts of the Society shall be annually audited by a firm of Public Accountants and Chartered Accountants, in accordance with Section 4 of the Societies Regulations. Such firm of accountants shall be appointed at the Annual General Meeting and shall be paid a fee to be duly authorised by the Committee.

(k) The funds of the Society shall be used to meet expenses in connection with the administration of the Society including auditor’s fees, legal fees, benevolent funds, incidentals, and any such expenditure within the rules and objectives of the Society.

(l) The financial year of the Society shall be from 1st January to 31st December (to be assigned by the Registry of Societies).

11 EXECUTIVE DIRECTOR

(a) The Committee may appoint any person to the office of Executive Director or Deputy Executive Director or Assistant Director of the Society and/or such other office in the management of the business of the Society as it may decide and upon such terms, as to remuneration and otherwise, as it may decide and may delegate to any such person or persons such of the functions of the Committee as it may Any person appointed as Executive Director may not be a Member of the Society or of the Committee but may attend meetings thereof if the Committee shall think fit.

(b) The Executive Director shall oversee the day-to-day administration of the Society, and shall deal with all matters and correspondences relating to the efficient running of the Secretariat and its staff;

(c) The Executive Director shall administer the financial matters of the Society including all receipts and payments, budget and the issuance and signing of cheques.

12. TRUSTEES OF PROPERTIES

(a) All immovable properties belonging to the Society shall be held in trust for the Society by a body of Trustees comprising not less than three (3) and not more than four (4) persons who shall be appointed by Members at a General Meeting;

(b) The Trustees shall act in accordance with the wishes of the Members as expressed in resolutions passed at the General Meeting except that no immovable properties belonging to the Society shall be sold, mortgaged, transferred or assigned unless approved by Special Resolution of the Members in General Meeting;

(c) The President of the Society for the time being shall certify all such resolutions passed at General Meetings with regard to all dealings with immovable properties belonging to the Society.

(d) The Trustees shall execute all contracts, deeds, instruments and documents as directed from time to time by the Committee acting in accordance with Clause 12 (b) above;

(e) Any Trustee appointed under Clause 12 (a) above may be removed by a resolution passed by Members at a General Meeting.

(f) A Trustee shall cease to hold office in the event, that:

(i) he is adjudicated a bankrupt by a Court of Law in the case of an individual or a firm; or,

(ii) it has been wound up by a Court of Law in the case of a company; or,

(iii) he has been certified insane or of unsound mind by the relevant medical authority; or,

(iv) he has been convicted of any criminal offence of moral turpitude; or,

(v) he has been absent from the Republic of Singapore continuously for a period of twelve months; or,

(vi) a resolution is passed for his removal as trustee under Clause 12 (e) above.

(g) In the event of vacancy or vacancies due to any cause whatsoever, Members at a General Meeting shall elect a new Trustee or Trustees to fill the vacancy or vacancies.

(h) Names of trustees, address of immovable properties and any subsequent changes shall be notified to the Registrar of Societies, provided that the Committee shall be empowered, at its discretion, to appoint a Committee Member Representative to serve as a temporary trustee until such time as a General Meeting is held to elect the new Trustee or Trustees.

13. BY– LAWS TO CONSTITUTION

(a) The Committee may from time to time make by-laws to this Constitution of the Society as it may think fit, provided that any such by-laws shall not be inconsistent with any of the provisions in this Constitution of the All by-laws shall be binding on all Members, unless otherwise specified;

(b) No provisions of this Constitution shall be repealed or altered and no new ones shall be made unless approved by Special Resolution of the Members in General Meeting and they shall not come into force without the prior sanction of the Registrar of Societies;

(c) Any Member wishing to alter or propose any new provision shall give at least twenty- eight (28) days written notice to the Society who shall cause such notice to be sent to all Members entitled to vote at least fourteen (14) days before the General Such notice may be advertised in a local newspaper at least fourteen (14) days before the meeting, if deemed necessary.

14. DISSOLUTION OF SOCIETY

(a) The Society may only be dissolved by Special Resolution of the Members in General Meeting of the Society convened in accordance with the provisions of this Constitution;

(b) The quorum of such meeting shall be four-fifths of the total membership with voting rights and whose names appear on the Register of Members at the time of the meeting;

(c) The resolution proposing such dissolution shall be supported by not less than three-fifths of the total voting Members, either in person or by proxy;

(d) In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged and the remaining funds of the Society passed on to such other body which has objectives similar to the Society or donated to such charitable organisations as the Members at the General Meeting may decide.

(e) A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

15. PROHIBITIONS

(a) Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden on the Society’s The introduction of materials of gambling or drugtaking and of bad characters into the premises is prohibited;

(b) The funds of the Society shall not be used to pay the fines of Members who have been convicted in Court;

(c) The Society shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore;

(d) 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 Members unless with the prior approval of the relevant authorities;

(e) The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes;

(f) The Society shall not raise funds from the public for whatever purpose without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities;

(g) The Society shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services which adversely affect consumer interest.

16. DISPUTE RESOLUTION

In the event of any dispute arising amongst the Members relevant to the Society, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the Members fail to resolve the matter at the Extraordinary General Meeting, they shall bring the matter before a court of law for resolution.

17. NOTICES

17.1  PERSONAL SERVICE AND SERVICE BY POST

(i) A notice may be given by the Society to any Member either personally or by sending it by post to the Member

(i) at the Member’s registered address in Singapore; or

(ii) if the Member has no registered address in Singapore, to the address supplied by the Member to the Society.

(ii) Where a notice is sent by post, service of the notice is treated as effected by properly addressing, prepaying, and posting a letter containing the notice.

(iii) Where a notice is sent by post, service of the notice is treated as effected on the day after the date of its posting.

17.2 SERVICE BY FAX

(a) A notice may also be sent or supplied by the Society by facsimile to a Member to any such facsimile number which has been notified to the Society by any Member for the purpose of receiving such notice.

(b) Where a notice is sent by facsimile, service of the notice is treated as effected if the successful transmission has been confirmed by an activity report.

17.3 SERVICE BY ELECTRONIC MEANS

(a) A notice may also be sent or supplied by the Society by electronic means to a Member.

(b) Where the notice is given by electronic means, service of the notice is treated as effected properly by sending or supplying it to any such electronic address which has been notified to the Society by any Member for the purpose of receiving such notice.

18. INTERPRETATION

In the event of any question or matter arising out of any point which is not expressly provided for in the rules, the Committee shall have power to use its own discretion in addressing such question or matter.