CONSTITUTION OF
SINGAPORE CHINESE CHAMBER OF COMMERCE FOUNDATION
1 The name of the company is “SINGAPORE CHINESE CHAMBER OF COMMERCE FOUNDATION” (hereinafter called the “Foundation”)
2 The registered office of the Foundation will be situated in the Republic of Singapore.
3 The objects for which the Foundation is established are:
(a) To organise, participate in, support or provide assistance for community and welfare services, including programmes that support humanitarian needs, provided that such activities ultimately benefit the Singapore community;
(b) To advance and improve the standard of human life and social wellbeing by promoting, organising, supporting or financing education, training, or development of all kinds;
(c) To promote, organise, support or finance community projects that increase public awareness of the history, culture and traditions of the various ethnic groups in Singapore, or that advance social cohesion among these groups;
(d) To do all such other things as are incidental or conducive to the above objects or any of them, including accepting donations and gifts of any real or personal property for the general purposes of the Foundation or for any particular purpose thereof and investing the moneys of the Foundation not immediately required for its purposes in or upon such investments, securities or property as may be thought fit; and
(e) Provided that nothing shall be done for commercial reasons or solely for profit, to do all such things as are in furtherance of the above objects or any of them,
PROVIDED ALWAYS AND IT IS HEREBY DECLARED that the Foundation exists for purposes which are charitable and notwithstanding anything hereinbefore contained, nothing shall be an object of the Foundation which is not a charitable object; and
PROVIDED ALSO that the Foundation shall not support with its funds any object, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which would make it a Trade Union, nor shall it support with its funds any political campaigns, allow its funds and/or premises to be used for political purposes, or conduct itself in any manner that could be reasonably construed as involving partisan politics.
4 The income and property of the Foundation, whensoever derived, shall be applied solely towards the promotion of the objects of the Foundation as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Foundation,
PROVIDED that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Foundation, or to any member of the Foundation in return for any services actually rendered to the Foundation, nor prevent the payment of interest at a rate to be fixed by the board of directors on money lent or reasonable and proper rent for premises demised or let by any member to the Foundation; but so that no director of the Foundation shall be appointed to any salaried office of the Foundation or any office of the Foundation paid by fees, and that no remuneration or other benefit in money or moneys worth shall be given by the Foundation to any director except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Foundation For the avoidance of doubt, the provisions last aforesaid shall not apply to any payment to any company of which a director may be a member, and in which such director shall not hold more than one hundredth part of the capital or to any firm of advocates and solicitors or accountants of which a director may be a member in respect of professional services rendered to Foundation and such director shall not be bound to account for any share of profits he may receive in respect of any such payment.
5 No addition, alteration or amendment shall be made to this Constitution unless the same shall have been approved by special resolution in a general meeting and such addition, alteration or amendment shall not come into force without the approval from the Commissioner of Charities and the same being registered with the Registrar of Companies.
6 The liability of the members is limited.
7 Every member of the Foundation undertakes to contribute to the assets of the Foundation in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Foundation contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding $100.
8 If upon the winding up or dissolution of the Foundation or in the event the Foundation ceases to be a registered charity under the Charities Act 1994, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Foundation, but shall be given or transferred to some other charitable institution or institutions, or Institution(s) of a Public Character, when the Foundation is an Institution of a Public Character, as the case may be, having objects similar to the objects of the Foundation in Singapore which is (are) registered under the Charities Act, as determined by the members of the Foundation at or before the time of dissolution or cessation as a registered charity
9 We, the persons whose names and addresses are set out in this Constitution, are desirous of being formed into a company in pursuance of this Constitution.
NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
SOON PENG YAM
138 Robinson Road
Singapore 1
LIM KEE MING
2-5 Circular Road
Singapore 1
Merchant Merchant
TONG CHING HSIEN
42 Bank of China Building Battery Road
Singapore 1
Merchant
KHENG CHIN HOCK
37 Telok Ayer Street
Singapore 1
Merchant
PETER Y. KWOK
59 Robinson Road
Singapore 1
Merchant
LIM ENG PEOW
40 Upper Circular Road
Singapore 1
Merchant
YAP PHENG GECK
c/o Chung Khiaw Bank Ltd.
Singapore Banker
TAN KONG PIAT
4 Phillip Street
Singapore 1
Merchant
LING LEE HUA
44 Cecil Street
Singapore 1
CHEW TENG HOW
31 Telok Ayer Street
Singapore 1
Merchant
TOH KENG TUAN
48 Telok Ayer Street
Singapore 1
Merchant
CHONG WEE LING
3 De Souza Street
Singapore 1
Merchant
KANG KEK BOO
311 Victoria Street
Singapore 7
Merchant
WEE CHO YAW
2 Chulia Street
Singapore 1 Banker
FOO CHEE FONG
300 North Bridge Road
Singapore 7
Merchant
TEO LIANG CHYE, P.A.S
17-B Upper Circular Road
Singapore 1
Merchant
CHONG MOONG SENG
165 Orchard Road
Singapore 9
Merchant
RUNME SHAW
Shaw Bros. Ltd
112/120 Robinson Road
Singapore 1
Merchant
Dated this 20th day of January 1966
Witness to the above signatures:
(sd.) G. STARFORTH HILL
Advocate & Solicitor
Singapore
Public Accountant, Singapore
TSANG TAK CHUEN
604/6 Chinese Chamber of Commerce Bldg
Singapore 6 Merchant
LEUNG YUN CHEE
84 South Bridge Road
Singapore 1
Merchant
10 (1) In this Constitution:
“Act”
“board of directors”
“Chamber”
INTERPRETATION
means the Companies Act 1967;
means the board of directors of the Foundation;
means the Singapore Chinese Chamber of Commerce and Industry
“directors” means the directors of the Foundation;
“general meeting” means a general meeting of the Foundation;
“member” means a member of the Foundation;
“Registrar” has the same meaning as in section 4(1) of the Act;
“seal” means the common seal of the Foundation; and
“secretary” means a secretary of the Foundation appointed under section 171 of the Act.
(2) In this Constitution:
(a) expressions referring to writing include, unless the contrary intention appears, references to printing, lithography, photography and other modes of representing or reproducing words in a visible form; and
(b) words or expressions contained in this Constitution must be interpreted in accordance with the provisions of the Interpretation Act 1965, and of the Act in force as at the date at which this Constitution becomes binding on the Foundation.
MEMBERSHIP
11 The number of members of the Foundation shall not be more than fifty (50), provided that the total number of members shall not be at any time less than seven (7). The board of directors may from time to time register an increase of members.
12 The subscribers to the Constitution and such other persons as the board of directors shall admit to membership in accordance with the provisions hereinafter contained shall be members of the Foundation.
13 Where any person desires to be admitted to membership of the Foundation, he must first sign and deliver to the Foundation an application for admission in such form as the board of directors shall require.
14
No person shall be admitted as a member of the Foundation other than a person who is at the time of admission the President, Vice Presidents, the Treasurer and the Chairman of the committee that oversee the culture, education and community programmes and such other Council member of the Chamber who has been approved by the board of directors and the board of directors shall have absolute discretion as to the admission of any person.
15 The privileges of a member shall not be transferable and shall cease on his retirement as Council member of the Chamber, on his death or his ceasing to exist or to ordinarily reside in Singapore. A person may also terminate his membership of the Foundation by giving the Foundation notice in writing to that effect in such form as the board of directors require.
16 Every member shall be bound to further to the best of his ability the objects and interests of the Foundation.
17 Any member who fails to observe any of the objects, rules or regulations of the Foundation may be removed from the Foundation by the board of directors A member removed from the Foundation may within seven (7) days after notice of his removal appeal the decision of the Foundation to an extraordinary general meeting of the Foundation which will thereupon be convened by the board of directors A majority of the members present at such last extraordinary general meeting mentioned shall have power to annul the removal or to annul it subject to the performance of any conditions which the meeting may think fit to impose. Any decision on the said appeal by the majority of the members present at such extraordinary general meeting mentioned shall be final and conclusive.
18 A member so removed shall cease to be a member of the Foundation.
GENERAL MEETINGS
19 (1) An annual general meeting of the Foundation must be held in accordance with the provisions of the Act.
(2) All general meetings, other than annual general meetings, shall be called extraordinary general meetings.
20 (1) (2) An extraordinary general meeting may be requisitioned by:
(a) any director, whenever the director thinks fit; or
(b) any requisitionist as provided for by the Act.
Upon a requisition being made under paragraph (1), an extraordinary general meeting must be convened.
21 (1) Subject to the provisions of the Act relating to special resolutions and any agreement amongst persons who are entitled to receive notices of general meetings from the Foundation, at least fourteen (14) days’ notice (exclusive of the day on which the notice is served or treated to be served, but inclusive of the day for which notice is given) of any general meeting must be given to persons entitled to receive notices of general meetings from the Foundation
(2) 22 (1)
(2)
A notice of a general meeting must specify the following:
(a) the place at which the general meeting is held;
(b) the date and time of the general meeting; and
(c) in case of special business to be transacted at the general meeting, the general nature of that business.
All business that is transacted at an extraordinary general meeting is special business.
All business that is transacted at an annual general meeting is special business, except:
(a) the consideration of the financial statements, the reports of the auditors and the statements of the directors;
(b) the election of directors in the place of retiring directors; and
(c) the appointment and fixing of the remuneration of the auditors.
PROCEEDINGS AT GENERAL MEETINGS
23 No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, three (3) members present in person shall form a quorum. In this regulation, “member” includes a person attending as a proxy or as representing a corporation or a limited liability partnership which is a member.
24 If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, or to another day and at such other time and place as the board of directors may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall form a quorum but they shall not have the power to amend the Constitution
25 The chairman of the board of directors shall preside as chairman at every general meeting, but if the board of directors has not appointed a chairman amongst the directors, or if at any meeting the chairman of the board of directors shall not be present within half an hour after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose one of the directors present, or if no director be present, or if all the directors present decline to take the chair, they shall choose some member of the Foundation who shall be present to preside.
26 The chairman may, with the consent of a general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the general meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place (called in this regulation the original general meeting). Whenever ameeting is adjourned
for thirty (30) days or more after the date of the original general meeting, notice of the adjourned meeting shall be given in the same manner as of the original general meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
27 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before the declaration of the result of the show of hands, demanded by the chairman or by at least three (3) members present in person or by proxy, or by a member or members present in person or by proxy and representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Foundation shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.
28 (1) Subject to paragraph (2), if a poll be demanded in the manner aforesaid, it shall be taken at such time and place, and in such manner, as the chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(2) A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately.
29 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.
30 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
31 Save as herein expressly provided, no member other than a member duly registered, who shall have paid every sum (if any) which shall be due and payable to the Foundation in respect of his membership, shall be entitled to vote at any general meeting.
32 Subject to any rights or restrictions conferred by this Constitution, at meetings of members or classes of members, each member entitled to vote may vote in person or by proxy or by attorney.
33
34 On a show of hands, every member or representative of a member present in person has one (1) vote
On a poll, every member present in person or by proxy or by attorney or other duly authorised representative has one (1) vote.
35 A member who is mentally disordered or whose person or estate is liable to be dealt with in any way under the law relating to mental capacity may vote,
36 (1)
(2)
(3)
37 (1)
whether on a show of hands or on a poll, by a person who properly has the management of the estate of the member, and any such person may vote by proxy or attorney.
No objection may be raised as to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered.
Any objection made in due time must be referred to the chairman of the meeting, whose decision is final and conclusive.
Every vote not disallowed at the meeting is valid for all purposes.
The instrument appointing a proxy shall be in writing, in the common or usual form, and:
(a) where the appointer is a corporation or a limited liability partnership, either under seal or under the hand of an officer or attorney duly authorised; or
(b) in any other case, under the hand of the appointer or his attorney duly authorised in writing.
(2)
(3)
38
A proxy may but need not be a member of the Foundation.
The instrument appointing a proxy is treated as conferring authority to demand or join in demanding a poll.
Where an opportunity of voting for or against a resolution is to be conferred on members, the instrument appointing a proxy may be in the following form or such other form as the board of directors may approve:
“I/We*, [name(s)], of [address(es)], being a member/members* of the abovenamed company, appoint [name] of [address], or failing him/her, [name] of [address], as my/our* proxy to vote for me/us* on my/our* behalf at the [annual or extraordinary, as the case may be] general meeting of the company, to be held on [date], and at any adjournment of the meeting.
Signed on [date].
This form is to be used in favour of/against* the resolution.
*Delete whichever is not applicable. [Unless otherwise instructed, the proxy may vote as he or she thinks fit.]”.
39 (1) The following documents must be deposited at the registered office of the Foundation, or at such other place in Singapore as is specified in the notice convening the meeting by the time specified in paragraph (2) for the purpose of appointing a proxy:
(a) the instrument appointing a proxy;
(b) the power of attorney or other authority, if any, under which the instrument appointing the proxy is signed, or a notarially certified copy of that power of attorney or authority.
(2) (3) For the purposes of paragraph (1), the time is:
(a) in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll; or
(b) in any other case, not less than seventy-two (72) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
An instrument of proxy is not valid if paragraph (1) is not complied with.
40 A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or mental disorder of the principal or revocation of the instrument or of the authority under which the instrument was executed, provided that no intimation in writing of the death, mental disorder or revocation as aforesaid shall have been received by the Foundation at its registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
DIRECTORS: APPOINTMENT, ETC.
41 (1) Unless otherwise determined by the Foundation in general meeting, the board of directors shall consist of not less than seven (7) nor more than twelve (12) directors Each director shall not hold office for more than ten (10) consecutive years and re-appointment to the board of directors may be considered after such director has had at least a two-year break.
(2) At the first annual general meeting of the Foundation, all the directors must retire from office.
(3) The Treasurer (or the equivalent appointment like a Finance Committee Chairman or a person on the board of directors responsible for overseeing the finances of the Foundation) shall not hold the same office for more than four (4)consecutive years. Re-appointment of the outgoing Treasurer (or equivalent appointment) may be considered after a lapse of at least two (2) years.
42 (1) The Council of the Chamber after each General Election shall have the right to nominate seven (7) of its Council members for appointments to the board of directors to serve as such concurrently with their appointments as Council members of the Chamber. These seven (7) directors shall include President, Vice Presidents, the Treasurer and the Chairman of the committee that oversee the culture, education and community programmes of the Chamber. They shall serve a three-year term starting from the first board meeting after the said General Election and retire at the first board meeting after the next General Election. They shall be eligible for re-election.
(2) Additional directors, up to limit stated in regulation 41(1) may be appointed by the board of directors from among the members of the Foundation and shall serve a three-year term, or such shorter term such that their term is in alignment with the directors appointed in accordance with regulation 42(1). They shall be eligible for re-election.
If there shall at any time be less than seven (7) directors, the director(s) concerned shall continue to hold office until the appointment of new director(s) in accordance with this regulation.
Any changes in the board of directors shall be notified to the Commissioner of Charities within two (2) weeks of change.
The Foundation at the meeting at which a director retires may fill the vacated office by electing a person to fill the vacated office.
If the Foundation does not fill the vacated office, the retiring director is, if he or she offers himself or herself for re-election and is not disqualified under the Act from holding office as a director, treated as re-elected, unless:
(a) at that meeting it is expressly resolved not to fill the vacated office; or
(b) a resolution for the re-election of that director is put to that meeting and lost.
The Foundation may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of directors, provided that the number of directors is not less than three (3) and may also determine in what rotation the increased or reduced number is to go out of office.
The directors have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but the total number of directors must not at any time exceed the number fixed in accordance with this Constitution.
Any director appointed under paragraph (1) shall hold office for the remainder of the current three-year term of the board and shall then be eligible for reelection.
The Foundation may, by ordinary resolution, remove any director before the expiration of his or her period of office and may by an ordinary resolution appoint another person in place of the removed director.
The person appointed in place of the removed director is subject to retirement at the same time as if the person had become a director on the day on which the director in whose place the person is appointed was last elected a director.
The directors may be paid all travelling, hotel, and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the Foundation or in connection with the business of the Foundation
The office of director becomes vacant if the director:
(a) ceases to be a director by virtue of the Act;
(b) becomes bankrupt or makes any arrangement or composition with his or her creditors generally;
(c) becomes prohibited from being a director by reason of any order made under the Act;
(d) becomes disqualified from being a director by virtue of his or her disqualification or removal or the revocation of his or her appointment as a director, as the case may be, under section 148, 149, 149A, 154, 155, 155A or 155C of the Act;
(e) becomes mentally disordered and incapable of managing himself or herself or his or her affairs or a person whose person or estate is liable to be dealt with in any way under the law relating to mental capacity;
(f) subject to regulation 41(1), resigns his or her office by writing to the Foundation;
(g) for more than six (6) months is absent without permission of the directors from meetings of the directors held during that period;
(h) is directly or indirectly interested in any contract or proposed contract with the Foundation and fails to declare the nature of his or her interest in manner required by the Act and this Constitution; or
(i) ceases to be a member of the Foundation or the Council
(j) is removed from office by an ordinary resolution duly passed.
POWERS AND DUTIES OF DIRECTORS
The business of the Foundation is managed by or under the direction or supervision of the directors.
The directors may exercise all the powers of the Foundation except any power that the Act or this Constitution requires the Foundation to exercise in general meeting.
Without limiting the generality of regulation 50, the directors may exercise all the powers of the Foundation to do all or any of the following for any debt, liability, or obligation of the Foundation or of any third party:
(a) borrow money;
(b) mortgage or charge its undertaking and property, or any part of the undertaking and property.
The directors may exercise all the powers of the Foundation in relation to any official seal for use outside Singapore
The directors may from time to time by power of attorney appoint any corporation, firm, limited liability partnership or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Foundation for the purposes and with the powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under this Constitution) and for a period and subject to any conditions as the directors may think fit.
Any powers of attorney granted under paragraph (1) may contain provisions for the protection and convenience of persons dealing with the attorney as the
53
directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities, and discretions vested in the attorney.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the Foundation must be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by at least two (2) directors or in such other manner as the directors from time to time determine.
PROCEEDINGS OF DIRECTORS
54 The directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, four (4) or at least half of the Board, whichever is higher, shall be a quorum. Subject to this Constitution, questions arising at any meeting shall be decided by a majority of votes and determination by a majority of directors is for all purposes treated as a determination of the directors. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
55 A director may and on the request of any director, the secretary shall, at any time, summon a meeting of the directors by notice served upon all the other directors. A director who is absent from Singapore shall not be entitled to notice of a meeting.
56
57 The directors for the time being may act notwithstanding any in their body, provided always that in case the number of directors shall at any time be reduced in number to less than the number fixed by this Constitution as the necessary quorum of directors, the continuing directors may not act except for the purpose of increasing the number of directors to that number or for the purpose of summoning a general meeting of the Foundation.
The directors shall from time to time elect a chairman who shall be entitled to preside at all meetings of the directors at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected or if at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting and or be unwilling to preside, the directors present shall choose one of their number to be chairman of the Meeting.
58 The directors may delegate any of their powers to committees consisting of any member or members of their body as they think fit, and any committee so formed shall in the execution of the powers so delegated conform to any regulations imposed on it by the directors. The meetings and proceedings of any such committee shall be governed by the provisions of this Constitution for regulating the meetings and proceedings of the directors so far as applicable and so far as the same shall not be superseded by any regulations made by the directors as aforesaid. The board of directors shall have committees or designated directors overseeing Audit, Finance, and Fund Raising along with such other committees as required. Each committee shall have terms of reference properly documented.
59 All acts done by any meeting of the directors or of any committee of directors or by any person acting as a director shall, notwithstanding it be afterwards
60 (1)
discovered that there was some defect in the appointment or continuance in office of any such director or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a director.
The directors must cause minutes to be made of all of the following matters:
(a) all appointments of officers to be engaged in the management of the Foundation’s affairs;
(b) names of directors present at all meetings of the Foundation and of the directors and committees of the directors;
(c) all proceedings at all meetings of the Foundation and of the directors and committees of the directors
(2)
61
62 (1) (2)
The minutes referred to in paragraph (1) must be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.
The meetings of directors may be conducted by means of telephone conference or other methods of simultaneous communication by electronic, digital or other similar means by which all persons participating in the meeting are able to hear and be heard by all the other participants without the need for physical presence.
A resolution in writing signed by all the directors for the time being present entitled to receive notice of a meeting of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
Any resolution in writing under paragraph (1) may consist of several documents in like form, each signed by one or more directors.
ALTERNATE DIRECTORS AND SUBSTITUTE DIRECTORS
63 (1)
(2)
(3)
(4)
Any director (called in this regulation the appointer) may, with the approval of the board of directors, appoint any person, whether a member of the Foundation or not, to be an alternate or substitute director in the appointer’s place for any period as the appointer thinks fit.
Any person holding office as an alternate or substitute director is entitled to notice of meetings of the directors and to attend and vote at meetings of the directors, and to exercise all the powers of the appointer in the appointer’s place.
An alternate or substitute director must vacate office if the appointer vacates office as a director or removes the appointee from office.
Any appointment or removal under this regulation must be effected by notice in writing under the hand of the director making the appointment or removal.
CONFLICT OF INTEREST
64 Where a conflict of interest arises at a board of directors meeting, the director concerned should not vote on the matter nor participate in discussions. He or she should also offer to withdraw from the meeting, and the other directors should decide if this is required. The discussion and final decisions on the matter should be documented in the minutes of meeting.
SECRETARY
65 The secretary shall be appointed by the directors in accordance with the Act for such time at such remuneration and upon such conditions as they may think fit and any secretary appointed may be removed by them. The directors may from time to time by resolution appoint an assistant or deputy secretary, and any person so appointed may act in place of the secretary if there is no secretary or no secretary capable of acting.
FINANCIAL STATEMENTS
66 (1) (2) The directors must:
(a) cause proper accounting and other records to be kept;
(b) distribute copies of financial statements and other documents as required by the Act;
(c) ensure that the Annual Reports shall provide reasons for any remuneration or benefits allowed to any Committee Member, disclose the exact remuneration and benefits received by each Committee Member, disclose the number of meetings of the Committee of Management, the Committee Members’ attendance, the total annual remuneration for each of its three highest-paid staff and whether any of these staff serve on the Committee of Management, and disclose the number of paid staff who are close members of the family of the Committee Members or the most senior staff in charge of the Foundation’s personnel. All remunerations disclosed shall be listed in incremental bands of $100,000.00;
(d) ensure that relevant discussions, dissenting views and decisions in the minutes of General Meetings and meetings of the Committee of Management are properly recorded and circulated to the Committee of Management as soon as practicable; and
(e) determine whether, to what extent, at what times and places, and under what conditions or regulations the accounting and other records of the Foundation are open to the inspection of members who are not directors.
No member (who is not a director) has any right to inspect any account or book or paper of the Foundation except as conferred by statute or authorised by the directors or by the Foundation in general meeting.
67 (1)
(2)
(3)
68 (1)
(2)
NOTICES
A notice may be served by the Foundation upon any member either personally or by sending it through the post to the member:
(a) at the member’s registered address; or
(b) if the member has no registered address in Singapore, to the address, if any, in Singapore supplied by the member to the Foundation for the giving of notices to the member.
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.
Where a notice is sent by post, service of the notice is treated as effected:
(a) in the case of a notice of a meeting, on the day after the date of its posting; and
(b) in any other case, at the time at which the letter would be delivered in the ordinary course of post.
A notice may also be sent or supplied by the Foundation by electronic means to a member who has agreed generally or specifically that the notice may be given by electronic means and who has not revoked that agreement.
Where the notice is given by electronic means, service of the notice is treated as effective by sending or supplying it to an address specified for the purpose by the member generally or specifically.
Notice of every general meeting must be given in any manner authorised in regulations 68 and 69 to:
(a) every member; and
(b) the auditor for the time being of the Foundation.
No other person is entitled to receive notices of general meetings.
INDEMNITY
69 70 Every officer of the Foundation is to be indemnified out of the assets of the Foundation against any liability (other than any liability referred to in section 172B(1)(a) or (b) of the Act) incurred by the officer to a person other than the Foundation attaching to the officer, in the execution of or in connection with the Foundation, in connection with any negligence, default, breach of duty or breach of trust.
Every auditor is to be indemnified out of the assets of the Foundation against any liability by the auditor in defending any proceedings, whether civil or criminal, in connection with the Foundation, in which judgment is given in the auditor’s favour or in which the auditor is acquitted or in connection with any application under the Act in which relief is granted to the auditor by the Court in respect of any negligence, default, breach of duty or breach of trust.
71 (1)
(2)
DISSOLUTION
The Foundation may be dissolved upon the passing of a special resolution of the Foundation at a general meeting of members convened for this purpose. The dissolution shall not occur, except with the consent of a majority of the total membership of the Foundation for the time being, expressed either in person or by proxy at this meeting, and the obtaining of written approval by a majority of the board of directors after such special resolution has been passed.
Notice of the winding up of the Foundation shall be given to the Registrar of Companies and the Commissioner of Charities within seven (7) days of the passing of the resolution to wind up the Foundation.
