ASSOCIATION NOT FOR PROFIT MEMORANDUM OF ASSOCIATION Of SINGAPORE LAM ANN ASSOCIATION
The name of the Association is “SINGAPORE LAM ANN ASSOCIATION”.
The Registered Office of the Association shall be situated in Singapore.
The objects and general purposes of the Association shall be:-
(1) To take over and manage the affairs and undertaking of and the whole or any part of the moveable and immoveable property owned or controlled by or belonging to and to undertake all or any of the liabilities of an unincorporated Society known as “Singapore Lam Ann Association” and Hong San See Temple which are situated at No. 30 Mohamed Sultan Road, or any other address as decided by the Executive Council.
(2) To promote goodwill and fellowship among persons of the Chinese race resident in Singapore who come or originate from or belong to the Lam Ann District in the Province of Fukien, China, and to promote friendly interaction and collaboration amongst Chinese who originate from Lam Ann District, resident in different parts of the world.
(3) The promotion and advancement of the cause of charity in Singapore, the cause of education in the mother tongues of the Chinese of Singapore, and the traditional culture of the Chinese of Singapore.
(4) The maintenance administration and improvement and, if necessary, the enlargement and development of all property belonging to or controlled or acquired by the Association, and the Association shall be at liberty to develop for building or other purposes any land belonging to it.
(5) To take any gift of property whether subject to any special trust or not for any one or more of the objects of Association.
(6) To take such steps by personal or written appeals public meetings or otherwise as may from time to time be expedient for the purpose of procuring contributions to the funds of the Association in the shape of donations annual subscriptions, monthly subscriptions, or otherwise.
(7) To purchase to take over on trust or hold on trust take on lease or in exchange hire or otherwise acquire any moveable and immoveable property which may be deemed necessary or convenient for any of the purposes of the Association.
(8) To sell manage lease mortgage dispose of or otherwise deal with all or any part of the property of the Association.
(9) To construct maintain and alter any houses buildings or works necessary or convenient for the purposes of the Association.
(10) To invest any money of the Association not immediately required for any of its objects in such manner as may from time to time be determined.
(11) To subscribe to any local or foreign charities and to grant donations for any public purpose.
(12) To borrow and raise money required for the purposes of the Association upon such terms and in such manner and on such securities as the Association may think fit or determine and in particular by the issue of debentures or debenture stock charged upon all or any of the property of the Association.
(13) To take over, manage, maintain and administer the Hong San See Temple, Singapore, and also to take over and manage the affairs and undertaking of the whole or any part of the moveable and immoveable properties owned or controlled by or belonging to or in which the Hong San See Temple is interested, and to undertake all or any of its liabilities.
The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in the Memorandum of the Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise by way of profit to the persons who at any time are or have been members of the Association or to any of them or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association or to any member thereof or other person in return for any service actually rendered to the Association or the payment of interest on money borrowed from any member of the Association (unless such member agreed to lend said money without interest payment in return).
No addition, alteration or amendment shall be made to or in the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by officers of the pertinent departments of the Government of Singapore.
The liability of the members is limited.
Every member of the Association undertake to contribute to the assets of the Association in the event of its being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves such amount as may be required, not exceeding $1/-.
If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distribute among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association to be determined by majority of the members of the Association, and in default thereof by the Courts Of Singapore
We the several persons whose names and addresses are subscribed are desirous of being formed into an Association in pursuance of this Memorandum of Association.
Name, Addresses and descriptions of Subscribers.
Sd: Goh Hong Ciap, Chairman of Standing Committee, 22, Telok Ayer Street,
Singapore, 1, Merchant.
Sd: Lim Kian Tat, Member of Standing Committee, 134, Victoria Street,
Singapore 7. Merchant.
Sd: Loo Teck Her, Member of Standing Committee, 605, North Bridge Road,
Singapore 7, Merchant.
Sd: Tay Yew Chee, Member of Standing Committee, Room 1914, 19th Floor, Anson Road, International Plaza, Singapore 2, Merchant.
Sd: Lim Boon Wan, Member of Standing Committee, 55-57, Lavender Street,
Singapore 12, Merchant.
Sd: Lee Koon Seng, Chairman of General Affairs, Sub-committee 104, Market Street,
Singapore 1, Merchant.
Sd: Ng Hock Gee, Chairman of Finance Sub-committee, 73, Telok Ayer Street,
Singapore 1, Merchant.
Witness to the above signatures.
Advocate and Solicitor,
THE COMPANIES ORDINANCE NO.49 OF 1940.
ASSOCIATION NOT FOR PROFIT ARTICLES
OF ASSOCIATION OF SINGAPORE LAM ANN ASSOCIATION
These articles shall be construed with reference to the provisions of the Companies Ordinance No. 49 of 1940 and the terms used in these articles shall have the respective meanings as they have when used in that Ordinance.
Number of Members
For the purposes of registration the number of the members of the Association is declared not to exceed 20,000.
There shall be two classes of membership: life members and associate members.
4. Persons Eligibility
(1) Any Lam Ann citizens of Singapore over the age of 21 years of both sexes and having a respectable occupation are eligible to be life members.
(2) Any Lam Ann permanent residents of Singapore over the age of 21 years of both sexes and having a respectable occupation are eligible to be associate members.
5. A person applying for membership shall comply with the following requirements at the time of application namely:-
(1) He shall fill in and sign the Association’s application form set forth in the First Schedule hereto. Notice of any change of address must immediately be given to the Association.
(2) Obtain the signatures of one member on the application form as sponsor of the application.
(3) Forward with his application a minimum sum of ten dollars local currency, which will be accepted as his membership entrance fee on his being elected a member.
(4) The membership fee for both life members and associate members is $200.
(5) Upon the death of a life member, his membership can be transferred to any one of his children.
(6) The Executive Council has the right to adjust the membership fee.
6. All applications for membership must first be approved by the Executive Council and the applicant for membership shall only be deemed to have been elected as a member on the issue to him of a certificate of membership.
7. If any member is found by the Supervisory Council to have committed any illegal act or immoral act or injured the reputation of the Association thereby hindering its future progress, the Executive Council on being notified by the Supervisory Council shall have power to expel such member from membership but such member may appeal against his expulsion to a General Meeting of the members. The decision of the General Meeting is final and irrevocable.
DUTIES OF MEMBERS
8. All members are expected to use their best endeavors to the utmost and willingly and freely for the following purposes:-
(1) To observe and respect all rules and regulations of the Association including resolutions passed at all meetings.
(2) To render assistance in the execution and performance of all resolutions and other matters.
(3) To support the Association financially and to help in canvassing for contributions to the funds of the Association.
(4) To render assistance to all fellow members and to assist fellow members to settle disputes.
RIGHT OF MEMBERS
9. All members are entitled to the followings rights and privileges, with the exception of Associate members do not enjoy the rights stated in 9(a):-
(1) To attend and vote at every Annual and other meetings of the Association, nominate and be nominated as officers of the Association.
(2) To enjoy all the benefits made available by the Association.
(3) To propose and suggest means and ways for improving the Association in all matters within the objects of the Association.
(4) To request the assistance and good offices of the Association in all matters business or otherwise not being contrary to the law of Justice.
(5) To solicit the Association’s help in settling disputes.
OFFICERS AND COMMITTEES
Management and Constitution
10. The affairs of the Association shall be managed by an Executive Council and supervised by a Supervisory Council. Unless duly amended by resolution at a General Meeting:-
(1) The Executive Council shall consist of 40 members; and,
(2) The Supervisory Council shall consist of 7 members.
Active Members of the Executive Council to form various committee and sub-committee
11. The 28 members of the Executive Council elected by the General Meeting of Members, together with the 12 members appointed by the previous Executive Council, shall elect and form amongst themselves into the following committees and sub-committees:-
(1) The Standing Committee.
This sub-committee shall consist of 1 chairman and 4 vice-chairmen.
(2) General Affairs Sub-committee.
This sub-committee shall consist of 1 chairman and 4 vice-chairmen.
(3) Finance Sub-committee.
This sub-committee shall consist of 1 chairman and 2 vice-chairmen.
(4) Hong San See Management Committee.
This sub-committee shall consist of 1 chairman and 4 committee members.
(5) Education Sub-committee.
This sub-committee shall consist of 1 chairman and 1 vice-chairman.
(6) Culture Sub-committee.
This sub-committee shall consist of 1 chairman and 1 vice-chairman.
(7) Women Sub-committee.
This sub-committee shall consist of 1 chairman and 1 vice-chairman.
(8) Youth group.
This sub-committee shall consist of 1 chairman and 1 vice-chairman.
(9) 14 ordinary Council members.
Vacancies of the Executive Council
12. The Executive Council has the right to nominate any suitable member of the Association to fill any vacancy left vacant through the deaths resignations or expulsion of any of the committee or sub- committee members of the Executive Council, if such deaths resignations or expulsion occur after the election of the Chairman and members of the various Committee and sub-committees of the Executive Council. If such deaths resignations or expulsion occur after the election of the Executive Council but before the election of the Chairman and members of the various Committee and sub- committees of the Executive Council, the vacancy can be filled by the candidate with the next highest number of votes.
New Sub-Committees of the Executive Council
13. The Executive Council reserves the right to form any new sub-committee, and to appoint any committee members or suitable members of the Association to the positions of the new sub- committee.
14. The preceding Executive Council shall appoint 7 experienced Executive or Supervisory Council members or Chinese originating from or tracing their descent from Lam Ann district, of high social standing, to be the Chairman and members of the next Supervisory Council. Any death or vacancy of any of the active members of the Supervisory Council shall be dealt with by the current Executive Council.
15. All office bearers of the Association shall hold their office in an honorary capacity except in the case of Secretariat staff as may be appointed and employed by the Executive Council.
Illustration of election of Executive and Supervisory Councils
16. The following diagram illustrates the election of the Executive and Supervisory Council:-
General Meeting of Members
(1) Supervisory Council
(2) Executive Council
(3) Standing Sub-Committee
(4) General Affairs Sub-Committee
a) External Affairs and Member Welfare Sub-Committee (subordinate to the General Affairs Sub- Committee)
b) Property Management Sub-Committee (subordinate to the General Affairs Sub-Committee)
(5) Finance Sub-Committee
(6) Hong San See Management Committee
(7) Education Sub-Committee
(8) Culture Sub-Committee
(9) Women Sub-Committee
(10) Youth Group
(1) The highest organ of the Association shall be the members in General Meetings.
(2) The General Meeting shall have the right to approve the development, purchase and ownership of property, after the Executive Council's decision to form the “Property Development Committee” to deal with the Association's property for the best interests of the Association.
(3) Unless a majority of two thirds of members in a General Meeting vote in agreement, subject to the number of members in attendance meeting the minimum stipulated to form a General Meeting, the mortgage and development of property is not allowed.
18. The following are the powers of the members in General Meetings, with the exception of Associate members do not enjoy the rights in 19(a):-
(1) To vote, nominate and be nominated as officers of the Association.
(2) To receive and if approved to adopt the reports and recommendations of the Executive and Supervisory Councils.
(3) From time to time to make repeal and amend all such bye-law and regulations (not inconsistent with these articles) as may be deemed necessary or convenient for the proper management and well-being of the Association.
(4) From time to time to decide on the policy of the Association in all matters.
Powers of Executive Council
19. The following are the powers of the Executive Council:-
(1) To act for and represent the Association in all matters.
(2) To carry out and execute the decisions, resolutions arrived, carried or passed at a General Meeting of Members.
(3) To decide and execute all matters requiring necessary attention and within the scope of the Association.
(4) To elect nominate and determine the personnel of each committee or sub-committee above mentioned and to appoint special committee when necessary or expedient in accordance with these Articles and the Rules and Regulations for the time being in force.
(5) From time to time to make repeal and amend all such bye-laws and regulations and rules (not inconsistent with these Articles and the bye-laws, regulations and rules made by the members in any General Meeting and for the time being in force) as may be deemed necessary or expedient for the proper conduct management and well-being of the Association.
(6) To manage and administer the funds of the Association and to maintain control manage improve, and if necessary, develop all moveable and immoveable property owned by or belonging to or acquired by the Association.
Executive Council to execute all decisions of the Supervisory Council
20. The Executive Council shall execute all decisions and resolutions of the Supervisory Council provided always that they may refer back all or any such decisions and resolutions for reconsideration.
21. All matters to be executed and performed by the Executive Council shall be attended to, executed and performed by the various committee and sub-committees.
22. In case of urgency the Standing Committee of the Executive Council shall have power to decide and act first in all matters within the powers of the Executive Council hereinbefore mentioned but such actions and decisions shall be later referred to Executive Council for confirmation.
23. (1) The Chairman of the Standing Committee of the Executive Council shall preside at all meetings of the Executive Council. He shall have the custody of the official seal and shall act and represent the Executive Council in all matters. During his absence a Vice-Chairman may be elected to act in his place.
(2) No business on the agenda shall be transacted at any meeting of the Standing Committee of the Executive Council or any meeting of the Executive Council unless a quorum is present.
If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall commence.
Official Seal shall not be used except by the Authority of a resolution of the Standing Committee
24. (1) Save and excepting the case of cheques drawn on the Association’s banking account in accordance with these Articles, the official seal of the Association shall not be used except by the authority of a resolution of the Standing Committee of the Executive Council and all deeds and other documents requiring to be sealed shall be sealed with such seal in the presence of and shall be signed by the Chairman of the Standing committee of the Executive Council and the Chairman of the Finance Sub-committee.
(2) The signature of the said Chairman of the Standing Committee, the Chairman of the General Affairs Sub-committee, and the said Chairman of the Finance Sub-committee shall for all purposes be accepted as sufficient evidence of the due sealing of all deeds, documents, and other instruments sealed on behalf of the Association.
(3) All contracts and valuable documents shall be in custody of the Association Secretariat, supervised by the Chairman of the Standing Committee, the Chairman of the General Affairs Sub-Committee, and the Chairman of the Finance Sub-Committee.
Delegation of power to sub-committees of Executive Council
25. The following are the powers delegated by the Executive Council to the various sub-committees and any sub-committee or sub-committees that may by resolution be appointed for other purposes.
(1) The Chairman of the Standing Committee of the Executive Council shall manage and plan all matters of the Association and shall be the representative of the Association to all external parties.
The duties of the members of the Standing Committee of the Executive Council can be amended according to the needs of the Association, subject to ratification by the Executive Council.
(2) The sub-committee of the General Affairs shall manage all matters other than those delegated to the other sub-committees as hereinafter mentioned, and to any other sub-committee that may by resolution be appointed for other affairs.
(3) The sub-committee of Finance shall take charge of all receipts and payments and accounts and vouchers.
(4) The Hong San See Management Committee shall take charge of all matters pertaining to Hong San See and shall set up temple project groups to advance various areas of its work.
(5) The Sub-committee of Education shall take charge of educational works to advance knowledge and skills, improve thinking and character, and promote the mother tongues of the Chinese.
(6) The Sub-committee of Culture shall take charge of matters pertaining to Chinese culture, philosophy, traditions and customs, and the promotion of the “Lam Ann spirit”.
(7) The Sub-committee of Women shall take charge of matters pertaining to female members or of a family nature.
(8) The Youth Group shall take charge of matters pertaining to youths (defined as those under the age of 50 years) and actively assist in grooming talent for the Association.
(9) Any sub-committee or sub-committee appointed for other purposes shall manage all such matters as may be delegated to them.
26. The following are the powers of the Supervisory Council:-
(1) To decide and settle in the event of any penalty arising, the nature of penalty to be imposed on any member for breach of these Articles or any of them or of any bye-laws, rule or regulation for the time being in force.
(2) To arrange for the audit of accounts.
(3) To scrutinize and supervise all the affairs of the Association.
(4) To make recommendations in connection with the improvement of all matters, where necessary.
27. Any member of the Executive or Supervisory Council present at a meeting where any business in which such member is personally interested, whether directly or indirectly, is being discussed, shall voluntarily make known such interest and retire from the meeting during discussion of the business. Any loss to the Association arising from the failure to report any such interest shall be borne by the defaulting member.
CLASSIFICATION AND PROCEEDINGS OF MEETINGS
28. The Meetings of the Association shall be classified into seven categories as follows:-
(1) Annual General Meetings of Members,
(2) Extraordinary General Meetings of Members.
(3) Meetings of the Executive council.
(4) Meetings of the Supervisory Council.
(5) Meetings of the Standing Committee, or of the respective sub-committees.
(6) Joint Meetings of the Standing Committee and or any two or more sub-committees.
(7) Meetings of the other sub-committees appointed for special business.
29. The General Meetings of members shall take place once a year in June or July and shall be convened by the Executive Council for the purpose of receiving and considering the reports for the past year and also to discuss all business that may be brought forward.
30. The Executive Council may at any time for any special purpose call an Extraordinary General Meeting and they shall do so if requested by the Supervisory Council or upon the requisition in writing of not less than 40 members. Such requisition shall state the object or objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the Association. The Executive Council shall, within one month from the receipts of such requisition, causes an Extraordinary Meeting to be convened to discuss the object or objects specified in the requisition.
Quorum at General and Extraordinary Meetings
31. No business on the agenda shall be transacted at any General or Extraordinary General Meetings unless a quorum of not less than 35 members is present. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall commence. Every question arising at a General Meeting shall be decided by a Majority and in case of an equality of votes the member presiding at the meeting shall have a second casting vote, other than in matters pertaining to amendment of Articles of Association and change of office bearers of the Executive and Supervisory Councils.
Meeting convened by requisition
32. If upon the receipt of a requisition by not less than 40 members for an Extraordinary General Meeting as aforesaid the Executive Council do not within the time aforesaid cause an Extraordinary General Meeting to be held in manner aforesaid the requisitionists may themselves convened the meeting and any meeting. Convened in the same manner as nearly as that in which such meetings ought to be convened by the Executive Council.
How General and Extraordinary Meetings convened
33. (1) The Executive Council shall cause to be advertised once in Chinese daily newspaper circulating in Singapore a notice of every general meeting of the members of the Association and such notice shall specify the date time and place for holding of the meeting the general nature of the business to be transacted thereat and in case of special business concise particulars thereof and such notice shall be advertised as aforesaid for a period of at least 7 working days prior to any such meeting being held.
(2) 7 working days notice shall also be given by circulars to all members of the Association, such notice shall also specify the date time and place for the holding of the meeting, the general nature of the business to be transacted thereat and in case of special business, concise particulars thereof; but non-receipt of the notice by any member shall not invalidate the proceedings at any general meeting.
Executive Council Meeting
34. Ordinary Meetings of the Executive Council shall take place once every two months. Special Meetings of the Executive Council may be convened whenever there are urgent matters which the Standing Committee of the Executive Council may deem necessary to bring forward for discussion and special meetings shall also be convened on a requisition made in writing by one fifth of the active members of the Executive Council or at the request of the Supervisory Council.
T. The active members of the Supervisory Council may attend and participate at any meeting of the Executive Council, but they shall not be entitled to vote thereat.
Supervisory Council Meeting
35. The Supervisory Council shall call a meeting of its active members whenever there are urgent and important matters which may be deemed necessary to bring forward for discussion.
Committee and Sub-committee Meetings
36. The Standing Committee and all sub-committees shall call a meeting of its members whenever there are urgent and important matters pertaining to the affairs of its respective committees or sub-committees. Joint meetings of the Standing Committee and any two or more sub-committees or joint meeting of any two or more sub-committees may be convened if and when necessary by the respective Chairman concerned. All decisions arrived at each committee or sub-committee at its meeting shall first have the approval of the Executive Council before the decisions can be deemed effective and action taken thereon.
Chairman of General Meetings
37. Every General Meeting of the Members shall be presided over by a chairman who shall be appointed from amongst the members present at the meeting. Meetings of the Executive Council shall always be presided over by the Chairman of the Standing Committee. Meetings of the Supervisory Council shall be presided over by its Chairman. Meetings of the other sub-committees shall be presided over by the Chairman of the respective sub-committees. Joint Meetings of any or more sub-committees shall be presided by a member to be appointed by those present at the meeting.
Absence from meetings may be penalized
38. No office-bearer shall absent himself from any meeting of the Council, committee or sub- committee of which he is a member. If such absence is unavoidable, previous leave of absence must be applied for in writing. Any such officer-bearer absenting himself from three consecutive meetings, without leave, may be penalized.
Quorum of Executive and Supervisory Councils and Committee and Sub-committee Meetings
39. At every Council, Committee or Sub-committee meeting, one half of the active members of the particular council, committee or sub-committee for which the meeting is convened shall form a quorum.
Conduct at meeting which no procedure provided for
40. Where there is no provision in these articles or the bye-laws, rules and regulation for the time being in force for the procedure governing the conduct of the meeting such procedure of a meeting shall be by majority.
ELECTION AND APPOINTMENT OF OFFICERS
41. (1) The Executive Council shall, on two months before the expiry of its term of office, organise an Election Preparatory Committee. The Executive Council shall nominate the 7 members of the next Supervisory Council, and nominate 12 existing Executive Council members to form part of the next Executive Council and form the Election Preparatory Committee.
(2) A member must be nominated by two other members and must sign his name on their nomination forms to be eligible for election. Every member can nominate only one other member. Nominees must be vetted by the Election Preparatory Committee before they can act as candidates for the Election of the Executive Council.
(3) The 28 members who have obtained the highest votes and the 12 nominated members of the previous Executive Council members shall be eligible to act as representatives to vote at the Election of the members for the Executive Council.
(4) Only those who have been members of the Association for more than two years are eligible to vote and be nominated (with the exception of those members who are appointed to the Executive and Supervisory Councils).
(5) Any paid employee or employees of the Association shall not be elected as official or officials. If such paid employee or employees are elected such election shall be treated as void.
METHOD OF ELECTION
42. (1) The election of the Executive Council shall be carried out through nomination of candidates. The Election Preparatory Committee shall declare a week for nomination of candidates before the election and decide on the format of the nomination form.
(2) TwoLifememberscanjointlynominateanothermemberforelection.Thenominationforms and list of members shall be sent to members one week before the week for nomination of candidates.
(3) The Election Preparatory Committee shall compile the list of candidates after the end of the week for nomination of candidates. The members attending the General Meeting will elect 28 Executive Council members from this list of candidates through secret ballot. If a candidate fails to attend the General Meeting without a valid reason of significance, it will be taken that he has forfeited his candidature.
(4) If the number of candidates does not exceed 28, the Election Preparatory Committee after vetting the candidates shall declare that elections are not necessary and the existing candidates shall automatically be part of the next Executive Council. The Executive Council reserves the rights to nominate additional members to fill up existing vacancies in the Executive Council.
(5) If the number of candidates exceed 28, elections will be held and the 28 candidates with the highest number of votes will be deemed to have been elected. Where two or more persons have secured and equal number of votes, lots shall be drawn to decide who shall hold office.
(6) If an elected Council member resigns before the election of the Chairman and members of the various Committee and sub-committees of the Executive Council, his place can be filled by the candidate with the next highest number of votes.
Chairman of Committee and sub-committees in Executive Council
43. The Chairman and members of the various Committee and sub-committee shall be elected by active members of the Executive Council from their members. The election shall be by ballot and voting papers shall be unsigned. Each member shall indicated by name his candidate for the Chairmanship of the Standing Committee and sub-committees and also nominate other members for the Standing Committee and sub-committee on his voting paper. The members obtaining the highest number of votes shall be elected to the respective Committee and sub-committee with the proviso that the chairman shall have obtained at least one half of the votes cast and each of the other members for the Standing Committee and sub-committees at least one-third of the votes cast. Unless the required number of votes is attained in each case the election for the Chairman or the members for the Standing Committee or Sub-committee as the case may be shall be null and void and anew election shall be held when the same conditions shall apply. Where two or more persons have secured an equal number of votes, lots shall be dram to decide who shall hold office.
Election of Chairman for the Supervisory Council
44. (1) The active member shall by ballot elect amongst their members a Chairman.
(2) The Chairman of the General Affairs Sub-committee shall be elected by the members of the General Affairs Sub-committee from amongst themselves.
TERM OF OFFICE
45. All officers of the Association shall hold office for a term of three years, but shall be eligible for re- election. The Chairman of the Standing Committee and the Chairman of the General Affairs Sub- Committee shall not hold office for more than two terms. The Chairman of the Finance Sub- Committee shall not hold office for more than one term.
46. The inaugural ceremony for the investiture of the incoming officers shall take place within one calendar month from the date of Elections of the Executive Council. The term of office of all officers shall begin on the date of the inaugural ceremony.
47. At the inaugural ceremony of the incoming officers or within two weeks thereafter the retiring officers shall hand over all seals documents, deeds, bonds, account books and paraphernalia of office. Each officer shall be responsible for any loss to the Association due to his own act or omission or suffered during his tenure of office.
VACANCIES IN OFFICE
48. The filling of any casual vacancy in the Executive Council should be decided by a meeting of the Executive Council.
49. The filling of any casual vacancy in the Supervisory Council should be decided by a meeting of the Supervisory Council, who can nominate experienced office bearers or respected Association members to the position.
50. Any person elected as foresaid to in any casual vacancy shall hold office for the remainder of the term during which the member in whose place he filled would have held office had such vacancy not occurred.
51. Where any office bearer of the Association is alleged to have committed any act detrimental or derogatory to the Association or calculated to impair its dignity or prestige, or to have been guilty of an illegal act, or has been made bankrupt, or has been subjected to a fine of more than five thousand dollars, or to have neglected his duties without good cause, the Supervisory Council shall thoroughly investigate such allegation and report thereon to the Executive Council who shall arrange a meeting to exonerate or expel such officer or take other action as they think fit.
52. Any office bearer of the Association who is unable to attend to his duties on account of illness or on leaving abroad or for personal reasons shall officially inform the Chairman of the Standing Committee of the Executive Council and the Chairman of the General Affairs Sub-Committee and apply for leave or tender his resignation.
EXPENDITURE AND FUNDS
53. The Expenditure of the Association shall be classified under the following three headings:-
(1) Ordinary Expenditure
(2) Special Expenditure
(3) Activity Expenditure
54. The Chairmen of each Sub-Committee shall annually make estimates of the activity expenditures of the Association for the ensuing year, and the Chairman of the Finance Sub-Committee shall annually make estimates of the ordinary and special expenditures of the Association for the ensuing year, for the approval of the Executive Council.
55. Each sub-committee of the Executive Council with the exception of the Standing Committee shall have the power to authorize any special expenditure of not more than $3,000/-. The Chairman alone is authorized is authorized to any special expenditure of not more than $5,000/- whereas the Standing committee of the Executive Council shall have the power to authorize any special expenditure of not more than $10,000/-. The Executive Council shall have power by resolution to authorize any special expenditure of not more than $100,000/-.
56. If the Executive Council passes a resolution to recommend a special expenditure exceeding $100,000/- the Executive Council shall make a detailed report of such proposed expenditure to and shall obtained the consent of a General Meeting of Members before the proceeding with such expenditure.
57. All cheques drawn on the Association’s banking account shall be sealed with the official seal of the Association and signed by any two of the three Chairman of the Standing Committee of the Executive Council, the Chairman of the General Affairs Sub-committee and the Chairman of the Finance Sub-committee.
Cash in Hand
58. All funds received by the Association shall be deposited at a bank or banks as shall be decided by the Executive Council; and cash in hand with finance sub-committee shall not at any one time exceed $3,000/-.
59. The Executive Council shall decide one Bank or more and the manner in which funds received by the Association shall be deposited.
60. The Executive Council may, by a resolution, overdraw on the Association’s account with its bankers more than $100,000/-, subject to the sanction of a General Meeting of Members.
61. No immoveable property shall be purchased on behalf of the Association and no part of the immoveable property owned, controlled by, or belonging to the Association shall be sold, assigned, transferred, conveyed, mortgaged, or otherwise disposed of without a resolution authorizing or sanctioning such purchase or sales or mortgage being first passed at General Meeting of Members held for such purpose.
Bonds and Shares
62. The Executive Council may, by resolution, buy or sell bonds and shares on behalf of the Association to the extent of $100,000/-.
63. The Executive Council shall cause proper minutes of all proceeding to be duly entered in books provided for the purpose.
64. The Executive Council shall cause proper books of accounts to be kept at the registered office of the Association or at such places and in the charge of such persons as the Executive Council may from time to time direct.
65. The Executive Council shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Association or any of them may be open to the inspection of the members ( not being members of the Executive and Supervisory Council ). No member shall have any right of inspecting any account book or document of the Association unless authorized by the Executive Council or by a General Meeting of Members.
66. An income and expenditure Account of the Association shall be prepared monthly by the Finance Sub-Committee. Such account shall be available for inspection by any committee member at any time.
Report, Income and Expenditure Account and Balance Sheet
67. At the Annual General Meeting in each year the Executive Council shall lay before the meeting a Report and an Income and Expenditure Account and a Balance Sheet containing a summary of the Assets and Liabilities of the Association for the period since the preceding Report Account and Balance Sheet and made up to date not more than six months before the Meeting or in the case of the First Report Account and Balance Sheet since the incorporation of the Association. At the Annual General Meeting a report shall be presented by the Executive Council as to the state, conditions and affairs of the Association. The Balance Sheet, Accounts and Report shall be signed by the Chairman and one other member of the Executive Council and countersigned by the Secretary. A printed or stenciled copy of such Account and Balance Sheet and Report of the Executive Council shall be sent to every member with the notice convening the Annual General Meeting and a copy thereof shall be deposited at the Registered Office of the Association for the inspection of the members during a period of at least seven days before the meeting.
68. The Association shall, at each Annual General Meeting appoint an audit firm to audit the Association's financial statements and shall fix the remuneration to be paid for its services.
Duties of Auditors
69. Every audit firm appointed by the Standing Committee shall have access at all times to the books and accounts and vouchers of the Association and shall be entitled to enquire from the Chairmen and Vice-chairmen of the Finance Sub-Committee and paid employees of the Association such information and explanation as may be necessary for the performance of the duties of Auditors. The auditors shall sign a certificate at the foot of the Balance Sheets stating whether or not all their requirements have been complied with and shall make a report to the members on the accounts examined by them, and on every Balance Sheet laid before the Association in the Annual General Meeting and in every such report the auditors shall state whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as to in the exhibit a true and correct view of the state of the Association’s affairs and finance as shown by the books of the Association and such report shall be read before the Association in the Annual General Meeting.
CELEBRATIONS AND ANNIVERSARIES
70. All Anniversaries and Memorial Days as promulgated by the Government of the Republic of Singapore may be celebrated by the Association.
71. A notice may be given by the Association to any member either personally or by sending it by post to him to his registered address in Singapore or if he has no registered address in Singapore to an address in Singapore, if any, supplied by him to the Association for the giving of notices to him. A notice may also be given by the Association to a member by email or SMS, if the member has supplied an email address or phone number to the Association for the giving of notices to him.
No member who has not a registered address in Singapore or who has not supplied any address to the Association for the giving of notices to be shall be entitled to any notice but such member shall be deemed to have agreed to dispense with notice anything herein contained to the contrary notwithstanding.
72. The Association shall be wound voluntarily whenever an extraordinary resolution is passed requiring the Association to be wound-up.
ENGLISH VERSION TO PREVAIL
If there is any conflict between the Chinese and English versions of the Articles of Association, the English version will prevail.