ASSETS shall engage in any lawful activity which allows it to achieve its objectives including but not limited to the holding of meetings for members and participation and organizing and sponsorship of any other activity for the purpose of achieving its objectives.
The income and property of ASSETS, howsoever derived, shall be applied towards the promotion of the objectives of ASSETS; and save where permitted by law, no portion thereof shall be paid or transferred directly or indirectly, by way of profit to the members of ASSETS, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or employee of ASSETS, or to any member of ASSETS, in return for any services actually rendered to ASSETS.
Membership of an Ordinary or Associate member may be terminated under any of the following conditions:
(a) Where the member has breached this Constitution; and/or ASSETS’s By-Laws; and/or ASSETS’s Code of Practice
and where such breach is capable of being remedied, the member fails to remedy the same within fourteen (14) days of notice from the Executive Committee; or
(b) Where the member’s annual subscription remains in arrears for more than sixty (60) days from the time it is due pursuant to Article 6.5 above; or
(c) In the case where the member is an incorporated company or registered body,
(i) the member ceases operation in Singapore; or
(ii) a petition is presented or a proceeding is commenced or an order is made or a resolution is passed for the
insolvency, winding up, judicial management or reorganization of the member or for the appointment of a liquidator, judicial manager or receiver or similar officer over the member or a substantial part of its assets; or
(iii) the member has been convicted of any criminal offence with a fine in excess of S$5,000.00; or
(iv) the member by itself, or through any of its officers, staff members or agents, commits any criminal acts or civil
acts involving any dishonesty, theft, fraudulent activity or defamation; or
(v) the member by itself, or through any of its officers, staff members or agents, conducts itself in a manner by
word; act; or omission which, at the sole and entire discretion of the Executive Committee, results, directly or indirectly, in lowering the image, esteem and/or reputation of ASSETS.
(d) In the case where the member is an individual,
(i) the member has been 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; or
(ii) the member has been adjudged a bankrupt, or make a composition or arrangement with his creditors; or
(iii) the member commits any criminal acts or civil acts involving any dishonesty, theft, fraudulent activity or defamation; or
(iv) the member conducts himself in a manner by word; act; or omission which, at the sole and entire discretion
of the Executive Committee, results, directly or indirectly, in lowering the image, esteem and/or reputation of ASSETS.
Upon the termination of membership, the member’s authorized representative will accordingly lose his right to vote in the General Meeting and, where applicable, lose his seat in the Executive Committee.
Any member who is in breach of ASSETS’s Constitution and By-Laws or Code of Practice, or who has performed an act which is contrary to the objectives or ideals of ASSETS, or commits any act which damages or is likely to damage the honour of ASSETS, may, in lieu of expulsion from ASSETS, face such disciplinary action as the Executive Committee deems fit to impose.
A member, upon ceasing to be a member of ASSETS by expulsion or resignation, shall not be entitled to make any claim upon ASSETS and its property and funds. Further, the member shall within fourteen (14) days from the date of cessation of membership, cease to use all signs, logos, insignias of ASSETS and remove the same as well as all references to ASSETS from its corporate materials (including website). The member shall not make any representation whatsoever that it is still a member of ASSETS or that it or its officers and employees are in any way associated or affiliated or connected with or endorsed by ASSETS.
The provisions of Article 9 shall apply in the case of an expulsion or disciplinary action taken under this Article.
The affairs of ASSETS shall be managed by the Executive Committee which shall consist of a Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer and up to seven (7) Ordinary Committee Members.
The Registrar of Societies, and where ASSETS is a registered charity, the Commissioner of Charities and the Sector Administrator, must be notified of any change in the Executive Committee members.
The office-bearers of the Executive Committee shall be elected by the Ordinary Members at an Annual General Meeting. The term of office of each member of the Executive Committee is two (2) years. All office-bearers may be re-elected to the same position for a maximum of two consecutive terms only. Further reappointments to the same position can be considered only after a lapse of one (1) year.
An authorized representative of an Ordinary Member standing for election for any position or seat in the Executive Committee must meet the following qualifications:
(a) Must be at least eighteen (18) years of age;
(b) Must not be disqualified as a company director;
(c) Must not be convicted of an offence involving dishonesty or deception;
(d) Must not be an undischarged bankrupt;
(e) Must not have been disqualified from being a governing board member, key officer or trustee for a charity by an order
made by the Commissioner of Charities; and
(f) Must be of sound mind.
Any two (2) Ordinary Members may nominate the authorized representative of any qualified Ordinary Member for election to any position of the Executive Committee at the Annual General Meeting by submitting the nomination form to the incumbent Honorary Secretary at least ten (10) days before the Annual General Meeting. Every Ordinary Member shall be entitled to vote for as many candidates as there are vacancies to be filled and no more. Subject to the limits set out in Article 8.3, the candidate who shall receive the most votes for a position on the Executive Committee shall be declared elected, and in the case of two (2) or more candidates receiving an equal number of votes, the Chairman of the meeting shall have a second or casting vote. Provided always that where two (2) or more candidates for the position of Chairman of the Executive Committee receive an equal number of votes, a re-vote shall be called by the Chairman of the meeting after providing each candidate an opportunity to address the members. If there is only one (1) nomination for a position on the Executive Committee, it shall be competent for the Chairman of the meeting to declare the election of the member so nominated.
An Executive Committee meeting shall be held at least four (4) times annually after ten (10) calendar days' notice has been given to the Executive Committee Members. The Chairman may call an Executive Committee meeting at any time by giving five (5) calendar days' notice. At least four (4) Executive Committee Members must be present for its proceedings to be valid. All questions arising before the Executive Committee shall be determined by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote. Any resolution or decision in writing signed by all members of the Committee shall be as valid and effectual as if it had been made and reached at a meeting of the Executive Committee where all its members are present.
If a Committee Member:
(a) Resigns from the employment of the Ordinary Member which he represents; or
(b) Absents himself from two (2) Executive Committee meetings in a calendar year without satisfactory explanation;
he shall be deemed to have withdrawn from the Executive Committee and a replacement may be appointed by the Executive Committee to serve until the next Annual General Meeting.
The duty of the Executive Committee is to organize and supervise the daily activities of ASSETS. The Executive Committee may not act contrary to the express wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meeting.
The Executive Committee shall approve an annual budget appropriate for ASSETS’s corporate and programme plans and monitor regularly its budget expenditure to prevent or minimize operating deficits.
The Executive Committee may appoint any member having special qualification to assist the Executive Committee on any question before it, provided that such member shall not be entitled to vote on any question before the Executive Committee.
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 directions of the Executive Committee.
The Executive Committee may make, rescind or amend ASSETS’s By-Laws or regulations or Code of Practice as may be necessary so long as such changes are not inconsistent with this Constitution.
An Inquiry Committee shall be appointed by the Executive Committee at the beginning of each term. The Inquiry Committee shall consist of the Chairman and two (2) Committee Members. The quorum for a meeting of the Inquiry Committee shall be two (2). The Executive Committee may co-opt any Committee Member to fill any casual vacancy arising on the Inquiry Committee.
The Inquiry Committee shall proceed with investigation and shall issue a notice in writing addressed to the member concerned at his address appearing in the Register of Members upon the happening of the following:
(a) If the Inquiry Committee shall acquire information or is of the opinion that the member is in breach of any part of this
Constitution; the By-Laws; and/or the rules or regulations of ASSETS; and/or ASSETS’s Code of Practice;
(b) If the Inquiry Committee shall acquire any information or is of the opinion that the member has performed any act
which is contrary to the objectives of ASSETS;
(c) If the Inquiry Committee shall acquire any information or is of the opinion that the member has by itself, or through
any of its officers, staff members or agents, conducted itself in a manner by word; act; or omission which results,
directly or indirectly, in lowering the image, esteem and/or reputation of ASSETS performed any act which damages or is likely to damage the good name or reputation of ASSETS; or
(d) If the Inquiry Committee shall acquire any information or is of the opinion that the member has by itself, or through
any of its officers, staff members or agents, conducted himself in a way which is inconsistent with the standards set by ASSETS for its members.
In its notice to a member facing disciplinary action (the “errant member”), the Inquiry Committee shall invite the errant member to make representations in writing addressed to the Inquiry Committee. Such representations shall be made and received by the Inquiry Committee within one (1) month from the notice, failing which the Inquiry Committee may proceed with its investigations and may disregard any late representations received, if any.
The errant member shall be given the opportunity of being heard, if he so desires, at the investigations conducted by the Inquiry Committee. The errant member shall also have the right to be represented by counsel at such investigations.
The Inquiry Committee shall upon a unanimous decision have the powers to suspend the membership of the errant member temporarily until such time as the investigations are completed or such further times as it deems fit. Any other questions arising before the Inquiry Committee shall be determined by a majority of votes of the Inquiry Committee. Any resolution or decision in writing signed by all the members of the Inquiry Committee shall be valid and effectual as if it had been made and reached at a meeting of the Inquiry Committee where all its members are present.
The Inquiry Committee shall conduct the investigations and present to the Executive Committee its findings and recommendations regarding disciplinary measures to be taken against the errant member within three (3) months of the date of the notice of investigation or such further time as the Executive Committee shall in its absolute discretion allow.
For the purpose of carrying out investigations, the Inquiry Committee may require the errant member to attend before the Inquiry Committee and to give all information in relation to any books, documents or papers which may be reasonably required by the Inquiry Committee for the purpose of its investigation.
The Executive Committee shall consider the findings and recommendations of the Inquiry Committee. The errant member shall be given the opportunity of being heard, if he so desires, before the Executive Committee decides on the action to be taken against the member. The errant member shall also have the right to be represented by counsel at all proceedings before the Executive Committee.
The Executive Committee may affirm, rescind or modify the findings and/or recommendations of the Inquiry Committee and may take such disciplinary action as it deems fit against the errant member, including but not limited to the following;
(a) Suspending the membership of the errant member; or
(b) Expelling the errant member; or
(c) Issuing of a warning notice; or
(d) Imposing a monetary penalty.
The Executive Committee may, in its absolute discretion, and without prejudice to any other of its rights under this Constitution, the By-Laws, and/or any other regulation or any other applicable law,
(a) utilize all or part of the monetary penalty paid by the errant member to pay any aggrieved party by the action of the errant member;
(b) order the errant member to pay the costs of the proceedings before itself and the Inquiry Committee; and/or
(c) publicize by way of advertisements; press statements; or otherwise at the expense of the errant member, its findings
and the disciplinary action taken against the errant member.
The supreme authority of ASSETS shall be vested in a General Meeting of the members presided over by the Chairman.
An Annual General Meeting of the Association shall be held within six (6) months from the end of each financial year, unless otherwise decided by the Executive Committee. Twenty-one (21) days’ notice thereof shall be given by the Honorary Secretary to each member at his address appearing in the Register of Members, setting forth the date, venue and agenda of the meeting. The particulars of the agenda shall also be posted on the ASSETS's website twenty-one (21) days in advance of the meeting.
An Extraordinary General Meeting shall be held at such time as the Executive Committee deems necessary. At least seven (7) days' notice shall be given by the Honorary Secretary together with the agenda, to each member at his address appearing in the Register of Members and simultaneously posting the agenda on the ASSETS's website. Any twenty-five percent (25%) or more voting members may, by notice in writing addressed to the Honorary Secretary, require the Honorary Secretary to call an Extraordinary General Meeting of ASSETS. On receipt of such notice the Honorary Secretary shall, within seven (7) days, issue notice of the meeting in accordance with Article 10(3), setting forth the business that is to be transacted.
At all General Meetings, the quorum shall consist of not less than twenty five percent (25%) of the total voting membership or 30 voting members of ASSETS, whichever is the lesser, present at the meeting. In the absence of a quorum at the General Meeting, the meeting may 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 Constitution, the By-Laws or ASSETS’s Code of Practice.
At the Annual General Meeting, the following shall be considered:
(a) The previous financial year's accounts and annual report of the Executive Committee;
(b) The election of office-bearers and auditors for the following term.
Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Honorary Secretary seven (7) days before the meeting is due to be held.
The Chairman of the Executive Committee shall be entitled to take the Chair at all meetings of ASSETS and of the Executive Committee. If the Chairman is not present or is not willing to take the Chair, the Vice Chairman shall take the Chair. If the Vice Chairman is not present or is not willing to take the Chair, then the voting members present shall elect one of the Committee Members to take the Chair.
Proper minutes shall be kept at every meeting of ASSETS. The Honorary Secretary of ASSETS shall keep proper minutes of each meeting which shall be entered in a book provided for that purpose. The minutes shall be approved by ASSETS at its next meeting.
(a) At all meetings of ASSETS each Ordinary Member’s authorized representative shall have one (1) vote.
(b) Votes may be given either personally by the authorized representative or the Executive Committee member or by a
proxy. Proxies shall be appointed in writing signed by the appointer and appointee. The appointment of a proxy shall
be notified to the Honorary Secretary not less than forty-eight (48) hours before the meeting.
(c) All resolutions of ASSETS except as otherwise provided shall be adopted upon a vote of the majority of the Ordinary
Members present. Voting shall take place by secret ballot if a ballot is called for by not less than three (3) Ordinary
(d) In the case of equality of votes, the Chairman of the meeting shall have a second or casting vote.
The Chairman shall act as Chairman at all general and Executive Committee meetings and shall represent ASSETS in its dealings with outside persons.
The Vice-Chairman shall assist the Chairman and shall stand in for him in his absence.
The Honorary Secretary shall keep all records, except financial, of ASSETS and shall be responsible for their correctness. He will keep minutes of all general and Executive Committee meetings. He shall maintain an up-to-date Register of Members at all times.
The Honorary Treasurer shall keep all funds and collect and disburse all monies on behalf of ASSETS and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorized to expend up to S$500.00 per month for petty expenses on behalf of ASSETS. He will not keep more than S$500.00 in the form of cash, and cash in excess of this will be deposited in a bank to be named by the Executive Committee. All cheques issued by ASSETS shall be signed by two signatories, with a compulsory signatory being either the Chairman or the Honorary Treasurer; and the other signatory being one of the other office bearers (such office bearers being the chairman, vice chairman, honorary treasurer and honorary secretary), provided always that the two signatories shall be different individuals.
Ordinary Executive Committee Members:
The Ordinary Executive Committee Members shall assist in the general administration of ASSETS and perform duties assigned by the Executive Committee from time to time.
The accounts of ASSETS for each financial year shall be externally audited by a public accountant.
The auditors shall be appointed at every Annual General Meeting. Where ASSETS becomes a registered charity, the appointment of the auditors shall be subject to the approval of the Commissioner of Charities, and the annual report and statement of accounts must be submitted to the Commissioner of Charities and Sector Administrator within six (6) months from the financial year end, and the accounting reports must be preserved for at least five (5) years.
The financial year shall be from 1st January to 31st December.
No amendments to this Constitution shall be made except in the General Meeting of the members and with the consent of more than two-thirds (2/3) of the voting members present, provided always that any proposed amendment is circulated to all members at least twenty-one (21) days prior to the date of the meeting at which the amendment is to be voted upon. The amendments shall not come into force without the prior sanction of the Registrar of Societies and where applicable, the Commissioner of Charities.
In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution or the By-Laws, the Executive Committee shall have the power to use their own discretion. The decision of the Executive Committee shall be final unless it is reversed at a General Meeting of members.
In the event of any disputes arising amongst members, they shall use best efforts to negotiate in good faith and settle amicably the dispute. The members in dispute may seek to refer to the dispute for mediation by the Chairman of the Executive Committee. Save that if the Chairman is an authorized representative of one of the parties to the dispute, then the Vice-Chairman.
If the dispute cannot be settled amicably through such negotiations or mediation as aforesaid, any party to the dispute hereto may elect to submit the matter for resolution by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one (1) arbitrator appointed in accordance with the SIAC rules and the language of the arbitration shall be English. The arbitration fee shall be borne by the losing party. The arbitration award shall be final and binding upon the parties and the parties shall fulfil its terms accordingly. .
The members acknowledge that money damages might not be an adequate remedy for the breach by any member of any provision of the Constitution, the By-Laws and/or ASSETS’s Code of Practice and that any member may apply for specific performance or injunctive relief or any other form of relief (including damages in respect of interest and/or loss of profit) that may be granted by the court.
An application may be made to any court of competent jurisdiction for a judicial acceptance of the arbitration award and an order of enforcement. Insofar as permissible under the applicable laws, the members hereby waive all rights to object to any action for judgment or execution on grounds of lack of jurisdiction or on the merits of the claim or on any other ground available which may be brought before the relevant court on an arbitration award or on a judgment rendered thereon.
Gambling of any kind, whether for stakes or not, is forbidden on ASSETS's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
The funds of ASSETS shall not be used to pay the fines of members who have been convicted in Court.
ASSETS and each member 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.
ASSETS shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendations 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 affects consumer interests.
ASSETS shall not hold any lottery, whether confined to its members or not, in the name of ASSETS or its office-bearers, the Executive Committee, or members, unless with the prior approval of the relevant authorities.
ASSETS and each member shall not indulge in any political activity or allow its fund and/or premises to be used for political purposes.
ASSETS shall not raise funds from the public for whatever purposes without the prior approval in writing from the relevant authorities.
ASSETS shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the voting members of ASSETS for the time being resident in Singapore, expressed either in person or by proxy, at a General Meeting convened for the purpose. Notice to members shall be given at least twenty-one (21) days prior to the date of the General Meeting at which the motion for dissolution is to be voted upon.
In the event of ASSETS being dissolved as provided above, all debts and liabilities legally incurred on behalf of ASSETS shall be fully discharged, and the remaining funds donated to the Community Chest of Singapore and/or other approved charitable organizations in Singapore which the meeting dissolving ASSETS shall nominate.
A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies and the Commissioner of Charities (where applicable).