Register of Members
A Register of Members shall be kept, hereinafter referred to as “the Register”, containing the name, address, contact details of the authorized representative, and such other details as prescribed by the Registrar of Societies of all members of ASSETS.
Application for Membership
Any party wishing to join ASSETS should submit the necessary particulars to the Honorary Secretary on the form prescribed by the Honorary Secretary from time to time.
The Executive Committee shall in all cases have absolute discretion in accepting or rejecting an application for membership.
Appointment of Authorised Representative
(a) Each Ordinary Member and each Associate Member which is a registered entity must appoint an Authorised
Representative for its dealings with ASSETS. The member shall submit the particulars of the Authorised
Representative to the Honorary Secretary within 14 days from acceptance of its membership into ASSETS in the form
prescribed in Annex A or a form as near thereto as circumstances admit.
(b) In the event of any changes to the Authorized Representative whatsoever, the member shall notify the Honorary
Secretary in writing within 14 days from such change.
If a member choses to appoint a proxy to represent it at a General Meeting of ASSETS, the appointment of a proxy shall be notified to the Honorary Secretary not less than forty-eight (48) hours before the General Meeting by submitting the written instrument appointing the proxy at ASSETS’s place of business.
The instrument appointing a proxy shall be in the form prescribed in Annex B or a form as near thereto as circumstances admit.
Conflict of Interest
All Executive Committee members must declare any actual or potential conflicts of interest to the Executive Committee at the earliest opportunity by submitting the prescribed form to the Honorary Secretary.
An actual or potential conflict of interest may arise where the Executive Committee member has:
(i) Personal interest in business transactions or contracts that ASSETS may enter into; or
(ii) Vested interest in other organizations that ASSETS has dealings with; or
(iii) Any affiliation with a staff of ASSETS; or
(iv) Any affiliation to a party involved or has an interest in any pending legal proceedings involving ASSETS.
Where a conflict of interests arises at a meeting, the Executive Committee member concerned should not vote on the matter or participate in discussions. He should also offer to withdraw from the meeting, and the other members should decide if this is required. The basis in arriving at the final decision on the transaction or contact should be documented in the minutes of the meeting.
Proceedings of the Executive Committee
Any two (2) Executive Committee members may propose a motion by submitting a notice in writing addressed to the Chairman. On receipt of such notice the Chairman shall, within ten (10) days, call for a Committee meeting by giving tenf (10/ 5) calendar days’ notice, setting forth the motion that is to be voted upon.
The Chairman may in the Notice of Meeting, specify that certain questions shall only be voted on by the Executive Committee members in person, and not by proxies.
The instrument appointing a proxy shall be in writing under the hand of the Executive Committee member and shall be in the form prescribed in Annex C or a form as near thereto as circumstances admit.
The instrument appointing a proxy shall be notified to the Honorary Secretary not less than forty eight (48) hours before the meeting by depositing the written instrument appointing the proxy at ASSETS’s place of business.
Any resolution or decision in writing or copies thereof signed or approved by letter or telefax or other form of electronic communication signed by a majority of the Executive Committee members shall be valid and effectual as if it had been passed at an Executive Committee meeting duly convened and held. Any resolution or decision may consist of several documents in like form, each signed by one or more of the Committee members
Executive Committee members may participate in the Executive Committee meeting by means of video conference, conference telephone or other similar communication equipment whereby all persons participating in the meeting can hear each other, without a Committee member/s being in physical presence of another Committee member/s, and participation in the meeting in such manner shall be deemed to constitute presence in person at such meetings.
An Executive Committee member may from time to time with prior notice to the Honorary Secretary, invite external consultants or members with special qualifications to attend an Executive Committee meeting to advise on matters within his expertise and specialized knowledge, as the Executive Committee member may deem necessary or expedient. These external consultants and members do not have the right to vote on any issue submitted for a vote before the Executive Committee.
The transactions of any Executive Committee meeting, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present, and (ii) either before or after the meeting, absent Executive Committee members signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be recorded in the minutes of the meeting. Notice of a meeting shall also be deemed given to any Executive Committee member who attends the meeting without protesting the lack of adequate notice before or at the meeting’s commencement. Executive Committee members can protest the lack of notice by submitting a written protest to the Honorary Secretary.
Composition of Executive Committee
At least half of the Office Bearers of the Executive Committee members shall be Singaporean Citizens or Singapore Permanent Residents.
Any Executive Committee member may resign at any time by notifying the Chairman or the Honorary Secretary in writing. Such resignation shall take effect at the time specified in the letter of resignation and unless otherwise specified in these By-Laws or the Constitution, the acceptance of such resignation shall not be necessary to make it effective.
Disqualification of Executive Committee Members
An Executive Committee member shall be disqualified and automatically removed from his seat on the Executive Committee on the occurrence of any of the following:
The Executive Committee member is adjudged a bankrupt, or makes a composition or arrangement with his creditors;
The Executive Committee member is convicted of any criminal offence with a fine in excess of S$5,000.00 and/or custodial sentence in excess of three (3) months;
The Executive Committee member is disqualified from being a governing board member, key officer or trustee for a charity by an order made by the Commissioner of Charities; or
The Executive Committee member is certified as of unsound mind by a registered medical practitioner in Singapore.
Removal of Executive Committee Member
An Executive Committee member who is suspected of any of the following will come under the investigatory powers of the Inquiry Committee under Article 9 of the Constitution:
(i) Performing an act which is contrary to the objectives of ASSETS; or
(ii) Performing an act which damages or is apt to damage the reputation of ASSETS; or
(iii) Dishonest or fraudulent conduct in the exercise of his/her duties.
The Executive Committee shall consider the findings presented to it by the Inquiry Committee and with the consent of more than two-thirds (2/3) of the Executive Committee, remove the errant member from the Executive Committee.
Vacancies occurring in the Executive Committee other than that of the Chairman shall be filled by appointment by the Executive Committee until the next Annual General Meeting of ASSETS. In the event that the position of Chairman becomes vacant, the Honorary Secretary shall convene a General Meeting of ASSETS to vote for a successor.
Records and Reports
Maintenance of Minutes Book
The Executive Committee shall keep adequate and correct books and records of account at ASSETS’s registered office.
which shall contain a record of all Executive Committee Meetings and General Meetings including the time, date and
place of each meeting; the manner it was called; the names of those present at each meeting; the minutes of all
meetings; any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; all
written consents for action without a meeting; all protests concerning lack of notice; and formal dissents from the
Executive Committee’s actions.
Books and Records of Account
The Executive Committee shall keep a minute book in written form at ASSETS’s Honorary Secretary registered office,
“Correct books and records” includes, but is not limited to, accounts of properties and transactions, its assets,
liabilities, receipts, disbursements, gains, and losses.
Annual Reports and Statements of Certain Transactions
The Executive Committee shall procure and deliver to each Executive Committee member, a copy of ASSETS’s annual
report within ninety (90) days after the end of the financial year, containing the following information:
(i) The assets and liabilities of ASSETS as of the end of the financial year;
(ii) The principal changes in assets and liabilities during the financial year;
(iii) ASSETS’s income and expenditure during the financial year;
(iv) ASSETS’s reserves policy; and
(v) A statement of any transaction that ASSETS enters into which involved more than $50,000 or which was one of a
number of such transactions with the same person involving, in the aggregate, more than $50,000, and in which an
Executive Committee member has a direct or indirect material financial interest. The statement shall include:
(i) a brief description of the transaction; (ii) the names of interested persons involved; (iii) their position in ASSETS;
(iv) the nature of their interest in the transaction, and; (v) when practicable, the amount of that interest.
Rights of Inspection
Each Executive Committee member shall have the absolute right at any reasonable time to inspect ASSETS’s books,
records, documents of every kind and physical properties. The inspection may be made in person or by the Committee
member’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
Financial and Legal Matters
The Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and delivery any instrument in the name and on behalf of ASSETS and such authority may be general or confined to specific business. No debts shall be contracted against ASSETS except by order of the Executive Committee or persons specifically authorized by the Executive Committee.
All funds of ASSETS shall be deposited from time to time to the credit of ASSETS in such bank or banks as the Executive Committee may select.
The Executive Committee may from time to time appoint from among the members, such sub-committees as it may deem necessary or expedient and may depute or refer to them such of the powers and duties of the Executive Committee as the Executive Committee may determine.
Such sub-committees shall periodically report their proceedings to the Executive Committee and shall conduct their business in accordance with the terms of reference provided by the Executive Committee and its reasonable and lawful directions.
The majority of each committee shall constitute a quorum thereof.
The appointment of a sub-committee member may not be more than one (1) year.
A sub-committee member who is suspected of any of the following will come under the investigatory powers of the Inquiry Committee under Article 9 of the Constitution:
(a) Performing an act which is contrary to the objectives of ASSETS; or
(b) Performing an act which damages or is apt to damage the reputation of ASSETS; or
(c) Dishonest or fraudulent conduct in the exercise of his/her duties.
The Chairperson and members of the Audit Committee shall be decided by the Executive Committee.
The Audit Committee shall be responsible for fulfilling all such duties normally assigned to an Audit Committee including, but not limited to, recommending to the Board a firm of Public Accountants to review and report upon the financial transactions of ASSETS for that financial year.
In the event of any inconsistencies between the By-Laws and the Constitution, the Constitution shall prevail and the Executive Committee shall amend the inconsistent provision at an Executive Committee meeting.
Any dispute that arises amongst the Executive Committee members regarding the interpretation of these provisions shall be resolved at an Executive Committee meeting. Should the Executive Committee members fail to resolve the matter, they shall attempt to resolve the dispute at an Extraordinary General Meeting in accordance with the Constitution.
These By-Laws may be amended by a vote of more than fifty percent (50%) of the Executive Committee members present at a Executive Committee Meeting provided always that any proposed amendment is circulated to all members at least ten (10) days prior to the date of the meeting at which the amendment is to be voted upon.