1. NAME
The name of the Association shall be “The Cosmetic, Toiletry and Fragrance Association of Singapore (CTFAS)” (hereinafter referred to as the “Association”).
2. PLACE OF BUSINESS
The place of business of the Association shall be at 8 Wilkie Road, #03-08 Wilkie Edge, Singapore 228095, or such other address as may subsequently be decided by the Committee and approved by the Registrar of Societies.
3. DEFINITIONS
3.1 In this Constitution, except where the context otherwise requires:
“Annual Subscription Fee” has the meaning ascribed to it in Article 6.3.
“Assistant Secretary” means the Assistant Secretary of the Association as elected by the Ordinary Members.
“Assistant Treasurer” means the Assistant Treasurer of the Association as elected by the Ordinary Members.
“Associate Member” means any corporation, company or firm organised, incorporated, registered or established outside Singapore for the time being admitted as Members of the Association.
“Association” has the meaning ascribed to it in Article 1.
“Auditors” have the meaning ascribed to it in Article 15.
“Business Day” means a day on which commercial banks are open for business in Singapore (excluding Saturdays, Sundays and public holidays).
“Chairman” means the Chairman of the Association as elected by the Ordinary Members.
“Committee” has the meaning ascribed to it in Article 11.1.
“Committee Meeting” has the meaning ascribed to it in Article 11.2.
“Committee Member” has the meaning ascribed to it in Article 11.1.
“Constitution” means the Constitution of the Association currently in force.
“Due Date” has the meaning ascribed to it in Article 6.4.
“Entrance Fee” has the meaning ascribed to it in Article 6.2.
“General Meeting” means the Annual General Meeting or the Extraordinary General Meeting (as the case may be).
“Honorary Member” has the meaning ascribed to it in Article 5.4.
“Industry” means the industry relating to the manufacture and/or distribution of cosmetic, toiletry and fragrance products and its related raw materials and machinery, and packaging and services related to cosmetic, toiletry and fragrance products.
“Meeting Chairman” has the meaning ascribed to it in Article 12.1.
“Member’s Representative” means the duly appointed representative of any Member.
“Members” mean collectively the Ordinary Members and Associate Members (including Honorary Members) of the Association.
“Nominee” has the meaning ascribed to it in Article 10.2.
“Office-Bearers” mean the President, Vice-President(s), Chairman, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and all Ordinary Committee Members of the Association.
“Ordinary Committee Members” mean the Committee Members excluding the President, Vice- President(s), Chairman, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer.
“Ordinary Member” means any company, firm or representative office incorporated, registered or established in Singapore for the time being admitted as Members of the Association.
“President” means the President of the Association as elected by the Ordinary Members.
“Property” has the meaning ascribed to it in Article 17.2.
“Registrar of Societies” means the Registrar of Societies appointed under the Societies Act (Cap. 311) of Singapore.
“Secretary” means the Secretary of the Association as elected by the Ordinary Members.
“Singapore” means the Republic of Singapore.
“Surplus” means the Association’s operating surplus as stated in the Association’s audited financial statements for the preceding financial year, and excludes any Entrance Fees or Annual Subscription Fees collected from Members.
“Term” has the meaning ascribed to it in Article 10.1.
“Treasurer” means the Treasurer of the Association as elected by the Ordinary Members.
“Trustees” mean the Trustees of the Association as appointed by the Ordinary Members.
“Vice-President” means the Vice-President(s) of the Association as elected by the Ordinary Members.
“Virtual General Meeting” has the meaning ascribed to it in Article 14.3.
3.2 References to “in writing” or “written” includes email or any other form of electronic communication approved by the Committee from time to time.
3.3 References to one gender include all genders and references to the singular include the plural and vice versa.
4. OBJECTS
4.1 The objects of the Association shall be:
(i) to provide general assistance and service to the Members;
(ii) to help in the dissemination of up-to-date scientific and marketing information regarding the Industry;
(iii) to promote and support the adoption of high standards of manufacturing practices and quality assurance for cosmetic, toiletry and fragrance products and related raw materials, packaging, services and machinery supplied to the Industry for such products;
(iv) to organise the collection, analysis and distribution of pertinent commercial, statistical and scientific data among Members so as to enhance efficiency and productivity in the Industry;
(v) to liaise with international cosmetic, toiletry and fragrance organisations with the common objective of ensuring cosmetic, toiletry and fragrance products, as well as related raw materials, packaging, services and machinery supplied to the Industry, are marketed ethically and with propriety;
(vi) to encourage widespread contacts and friendship among all Members through social gatherings and to bring together persons with the same interests; and
(vii) to hold professional meetings, seminars, talks, conferences and exhibitions and publish newsletters in relation to the Industry.
4.2 The Association shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.
4.3 The income and property of the Association howsoever derived shall be applied towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever 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.
5. MEMBERSHIP
5.1 Eligibility. Any business entity:
(i) which business is in the manufacture and/or distribution of cosmetic, toiletry and fragrance products in Singapore or elsewhere;
(ii) which business is in the manufacture and/or distribution of related raw materials, packaging, services and machinery related to the Industry in Singapore or elsewhere;
(iii) which is a subsidiary of any company referred to in Articles 5.1(i) and 5.1(ii); and
(iv) which activities are marketing (including without limitation to advertising, market research and packaging design) of cosmetic, toiletry and fragrance products in Singapore or elsewhere,
may apply to be a Member of the Association.
5.2 Ordinary Membership is open to any company, firm or representative office incorporated, registered or established in Singapore.
5.3 Associate Membership is open to any corporation, company or firm incorporated, organised, registered or established outside Singapore.
5.4 The Committee may, in its sole discretion, award honorary membership to any Member (“Honorary Member”) for its contribution to the Association, and waive the application of such Articles, including Article 6, as the Committee may deem fit. The Committee may in its sole discretion revoke such Honorary Membership at any time.
5.5 Each Member shall be represented by one (1) Member’s Representative or such other number of representatives as may be agreed by the Committee, whose name(s) shall be notified in writing to the Secretary from time to time. Only Ordinary Members shall be entitled to vote at any General Meeting and each Ordinary Member shall have one (1) vote.
5.6. Any organisation qualifying for membership may apply for membership by submitting to the Secretary a duly completed and signed prescribed form.
5.7 Admission of Members shall be at the sole discretion of the Committee. The Committee shall provide written notification to the applicant of the outcome of its application for membership. A copy of the Constitution shall be provided to each approved Member which has paid the prescribed fees in accordance with Article 6.
6. FEES
6.1 Subject to Article 5.4, all Members shall pay the Entrance Fee and Annual Subscription Fee in accordance with this Article 6.
6.2 The Entrance Fee shall initially be S$50.00. The Committee may recommend the Entrance Fee amount from time to time, and the revised Entrance Fee shall apply upon approval by a simple majority of Ordinary Members at a General Meeting.
6.3 The Annual Subscription Fee shall initially be:
(i) S$380.00 for a one (1) year membership with the Association; or
(ii) S$700.00 for a two (2) year membership with the Association.
The Committee may recommend the Annual Subscription Fee amount from time to time, and the revised Annual Subscription Fee shall apply upon approval by a simple majority of Ordinary Members at a General Meeting.
6.4 Each new Member shall pay the Entrance Fee and the initial applicable Annual Subscription Fee within 30 calendar days of receiving the written notification from the Committee pursuant to Article 5.7, in default of which such membership may be cancelled by order of the Committee. The Annual Subscription Fee shall be calculated pro rata on a quarterly basis at the Member’s time of application. Thereafter, subject to Article 5.4, Members shall pay the applicable Annual Subscription Fee on 1 January of every calendar year (“Due Date”).
6.5 Any Member which has fees in arrears for more than 60 calendar days from the Due Date shall, upon receiving a written notification signed by or on behalf of the Secretary, have its membership suspended and be denied the privileges of membership until all arrears are paid to the Association.
6.6 Any Member which has fees in arrears for more than 180 calendar days from the Due Date shall automatically cease to be a Member.
6.7 Notwithstanding any membership suspension or cessation, a Member may, in the sole discretion of the Committee, be eligible for re-admission, on such terms and subject to such conditions as the Committee may deem fit.
7. RESIGNATION FROM ASSOCIATION MEMBERSHIP
7.1 Any Member desirous of resigning from the Association may submit to the President a written notice of its intention to resign from the Association together with payment of any accrued outstanding fees.
7.2 Subject to the Member making payment (if any) under Article 7.1, the President shall provide written notice to the Member of his acceptance of the Member’s resignation, and the resignation shall become effective from the date of the President’s notification.
8. TERMINATION OF MEMBERSHIP
8.1. Subject to Article 8.2, the Association may terminate the membership of any Member by giving three (3) weeks’ written notice to such Member if:
(i) the Member is determined by the Committee to have ceased engaging in any activity under Article 5.1;
(ii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Member; or
(iii) the Member, after due inquiry by the Committee, is determined by the Committee to have breached this Constitution, any applicable laws or any other regulations as may be prescribed from time to time by the Committee. The Member may provide a written undertaking to the Committee within three (3) weeks from the Committee’s determination that such breaches shall be discontinued forthwith and shall not be repeated, which may be accepted by the Committee in its sole discretion.
8.2 The Association may terminate the membership of any Member without notice if:
(i) the Member fails to provide the written undertaking in accordance with Article 8.1(iii) or, if having provided the undertaking, is determined by the Committee to have breached the undertaking;
(ii) the Member is convicted or otherwise found guilty of any crime involving moral turpitude, fraud or dishonesty pursuant to a decision by a competent court of law; or
(iii) the Member is determined by the Committee to have carried out any act or done any thing which is reasonably expected to bring serious discredit or disrepute to the Association or the Industry.
8.3 Notwithstanding any provision in this Constitution, any Member which membership is terminated pursuant to Article 8.1 may request that such termination be considered at an Extraordinary General Meeting to be specially convened for this purpose. The Member concerned may, if it so wishes, be represented by legal counsel at such Extraordinary General Meeting. Any decision made at such Extraordinary General Meeting shall be approved by not less than two-thirds of Ordinary Members at the Extraordinary General Meeting and shall be final and binding.
9. RESTORATION OF MEMBERSHIP
Any Member which membership has been suspended or terminated pursuant to Articles 6.5, 6.6 or 8.1 (as the case may be) may be reinstated if any of the following circumstances applies:
(i) if such Member is suspended or terminated pursuant to Articles 6.5 or 6.6 respectively, upon payment of the prescribed fees under Article 6 that would have fallen due in the interim period (calculated pro rata on a quarterly basis) and any other arrears;
(ii) if terminated pursuant to Article 8.1(i), upon resumption of any qualifying activity by the Member as determined by the Committee; or
(iii) if any petition, notice, order or resolution for the winding up of the Member is withdrawn or revoked, and upon payment of the prescribed fees under Article 6 by the Member.
10. OFFICE-BEARERS
10.1 The term of office of any Office-Bearer shall be two (2) years (“Term”). Save for the Treasurer, all Office-Bearers shall be eligible for re-election to the same office after each Term. The maximum number of consecutive terms for the Treasurer shall be two (2) Terms.
10.2 (i) Any Member may nominate any Ordinary Member’s Representative to be an Office-Bearer (save for the office of Chairman) and (ii) any Committee Member may nominate any suitable candidate to be the Chairman subject to Article 10.3 (each, a “Nominee”), by submitting to the Secretary a nomination in writing stating the office the Nominee is nominated for together with the Nominee’s personal undertaking at least seven (7) calendar days before the Annual General Meeting. Save for the Chairman, every Office-Bearer must be an Ordinary Member’s Representative.
10.3 The Committee shall approve the Nominee for Chairman by a simple majority, who must have the following qualifications as determined by a simple majority of the Committee:
(i) extensive working experience in the Industry, including but not limited to holding various leadership positions in the Industry; and
(ii) is or was a Committee Member and held senior leadership roles within the Committee; and
(iii) is well-connected and respected by government agencies and in the Industry; and
(iv) extensive working experience and/or expertise in dealing with the media and non- governmental organisations to perform the roles set out in Article 12.3.
The Committee may by a simple majority waive the application of any of the above qualifications. The Committee Member shall submit its Nominee for Chairman to the Committee seven (7) calendar days prior to the submission of the same to the Secretary under Article 10.2.
10.4 A Nominee must be proposed and seconded at the Annual General Meeting to qualify to stand for election as an Office-Bearer. The Nominee with the most votes cast by Ordinary Members at the Annual General Meeting for an office shall be elected as an Office-Bearer. In the event of a tie, the Meeting Chairman shall have a casting vote.
10.5 Any vacancy in the Committee may be filled by a nominee appointed by the Committee until replaced by an Office-Bearer duly elected by the Ordinary Members in accordance with the Constitution.
11. THE COMMITTEE
11.1 The administration of the Association shall be entrusted to a committee consisting of the following:
(i) the President;
(ii) two (2) Vice-Presidents;
(iii) the Chairman;
(iv) the Secretary;
(v) the Assistant Secretary;
(vi) the Treasurer;
(vii) the Assistant Treasurer; and
(viii) up to 13 Ordinary Committee Members,
(each a “Committee Member”, and collectively the “Committee” or “Committee Members”.)
11.2 The Committee shall hold at least four (4) Committee meetings (“Committee Meeting”) a year at such time and place as it deems fit. The Secretary shall give at least five (5) Business Days’ notice to each Committee Member prior to any Committee Meeting. The President may call a Committee Meeting at any time by giving three (3) Business Days’ notice to each Committee Member. The quorum necessary for the transaction of any business at a Committee Meeting shall be at least half the number of Committee Members at the relevant time. Subject to at least three (3) Business Days’ notice prior to the Committee Meeting being provided to the Secretary, any Committee Member shall be entitled to invite any person approved by the Committee as a non-voting observer to observe Committee Meetings.
11.3 Committee Members may participate in a Committee Meeting by means of a conference telephone, video conferencing, audio visual, or other similar communications equipment by means of which all persons participating in the Committee Meeting can hear each other, without a Committee Member being in the physical presence of other Committee Members, and participation in a meeting pursuant to this provision shall constitute presence in person at such Committee Meeting. A Committee Member participating in a meeting in the manner aforesaid shall be taken into account in ascertaining the presence of a quorum at the Committee Meeting.
11.4 Subject to not less than three (3) Business Days’ notice prior to the time appointed for the Committee Meeting being provided to the Secretary, a Committee Member may at any time appoint any person (including any other Committee Member) to be his proxy at a Committee Meeting. Such notice shall include details of the proxy as the Committee may require from time to time, and specific directions as to how the proxy may vote on the Committee Member’s behalf at the Committee Meeting (if applicable). In the event no specific direction is or can be given, the proxy may vote or abstain from voting at his discretion. The proxy shall be taken into account in ascertaining the presence of a quorum at the Committee Meeting.
11.5 Save where expressly provided otherwise in this Constitution, any decision to be made at any Committee Meeting shall be determined by a simple majority of votes. In case of an equality of votes, the Meeting Chairman shall have a second or casting vote.
11.6 The Committee shall have the power to:
(i) appoint and delegate authority to sub-committees for the purpose of carrying out any of its functions;
(ii) determine the amount to be donated to any approved charity subject to prior approval from not less than two-thirds of the Committee, save that:
(a) any Committee Member proposing such donation shall provide details of the proposed charity and donation amount to the Secretary for notice to be provided to the Committee in accordance with Article 11.2;
(b) subject to Article 11.6(ii)(c) the maximum amount that the Association may donate to charity in a calendar year shall not exceed S$5,000 or 10% of the Association’s Surplus, whichever is lower; and
(c) any donation exceeding the maximum in Article 11.6(ii)(b) shall require prior approval of a simple majority of Ordinary Members at a General Meeting;
(iii) authorise expenditure from the Association’s funds for the Association’s objects as set out in Article 4.1 and subject to Article 4.3. Any other expenditure shall be subject to prior approval from not less than two-thirds of the Committee; and
(iv) raise funds from all Members for the purposes of the Association.
11.7 A Committee Member shall vacate office:
(i) if he is absent from three (3) consecutive Committee Meetings without providing any explanation(s) reasonably satisfactory to the Committee for his absence; or
(ii) if his appointment as Member’s Representative is withdrawn or revoked by the Ordinary Member he represents.
11.8 The duty of the Committee is to organise and supervise the daily activities of the Association and to make decisions on matters affecting the business of the Association when the General Meeting is not sitting. It shall not act contrary to the express wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meetings.
12. DUTIES OF OFFICE-BEARERS
12.1 President. The President shall preside and act as Chairman at all General Meetings and Committee Meetings (“Meeting Chairman”). He shall represent the Association in all matters pertaining to the Association. For the avoidance of doubt, the role of Meeting Chairman is separate and distinct from the office of Chairman set out in Article 12.3.
12.2 Vice-President(s). The Vice-President(s) shall assist the President and a Vice-President may deputise for the President in his absence, subject to Article 12.3.
12.3 Chairman. Subject to the President’s role under Article 12.1, the Chairman shall be an ambassador for the Association’s international affairs, including establishing and fostering relationships with international associations, government agencies and non-governmental organisations, participating in meetings, discussions, negotiations and/or social events with such parties and communicating relevant developments in the Industry (particularly in the area of trade policies) to the Association. The Chairman shall not be involved in the day-to-day operation of the Association, but may act as Meeting Chairman at General Meetings upon the President’s or the Committee’s request.
12.4 Secretary. The Secretary shall keep all records of the Association (save for financial records) and shall be responsible for their correctness. He shall record the minutes of all General Meetings and Committee Meetings, and maintain an up-to-date register of members at all times.
12.5 Assistant Secretary. The Assistant Secretary shall assist the Secretary and deputise for the Secretary in his absence.
12.6 Treasurer. The Treasurer and/or the Assistant Treasurer shall keep all funds and collect and disburse all money on behalf of the Association, and keep an account of all monetary transactions and shall be responsible for their correctness. He is authorised to expend up to S$500.00 per month for petty expenses on behalf of the Association. He shall not keep more than S$500.00 in the form of cash, and money in excess of this shall be deposited in a bank account set up by the Committee. The Treasurer (or the Assistant Treasurer in the Treasurer’s absence) and the President or the Secretary shall act as joint bank signatories of the Association to authorise any transaction from such bank account.
12.7 Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer and deputise for the Treasurer in his absence.
12.8. Ordinary Committee Members. Ordinary Committee Members shall attend meetings and contribute to decision-making on matters presented to the Committee. They shall assist in the general administration of the Association and perform any duties assigned to them by the Committee from time to time.
13. GENERAL MEETINGS
13.1 The supreme authority of the Association is vested in a General Meeting of the Members presided over by the President.
13.2 Subject to applicable law or as otherwise determined by the Committee and notified to Members, an Annual General Meeting shall be held each calendar year in the month of April, at which the following business, inter alia, shall be transacted:
(i) to receive and approve the accounts for the previous financial year and to receive the annual report of the Committee on the affairs of the Association;
(ii) the election or re-election of each Committee Member and/or Trustee (as the case may be);
(iii) to appoint or re-appoint the Auditors; and
(iv) such other business as determined by the Committee and/or have been communicated in writing to the Secretary five (5) Business Days before the Annual General Meeting.
13.3 At least 14 calendar days’ notice in writing shall be given by the Secretary to each Member prior to the date of the Annual General Meeting stating the place, date and time of the meeting and the business to be transacted at the meeting.
13.4 An Extraordinary General Meeting (i) shall be called by the President on the request in writing of 10 or more Members stating the purpose of the meeting, or (ii) may be called at any time by order of the Committee. At least 14 calendar days’ notice in writing shall be given by the Secretary to each Member prior to the date of the Extraordinary General Meeting, stating the place, date and time of the meeting and the business to be transacted at the meeting. The Extraordinary General Meeting shall be convened within two (2) months from the President receiving the request to convene the Extraordinary General Meeting.
13.5 Subject to Article 14.1, at least 20% of the total number of Ordinary Members at the relevant time shall form a quorum for any General Meeting.
13.6 For the avoidance of doubt, Associate Members shall have the same rights as Ordinary members at a General Meeting, save that Associate Members shall not form part of the quorum or vote at General Meetings.
14. PROCEEDINGS AT GENERAL MEETINGS
14.1 If, within half an hour from the time appointed for the General Meeting, a quorum is not present, the meeting, if convened upon the request of Members, shall be dissolved. In any other case, it shall be adjourned for half an hour and, if at such adjourned meeting a quorum is not present, the Members present shall be considered a quorum, but they shall have no power to amend any part of the Constitution.
14.2 The President, or in his absence, a Vice-President, shall preside at all General Meetings of the Association. If the President and the Vice-President(s) are absent, a Committee Member shall be appointed by the Committee for the purpose. Each Ordinary Member present shall be entitled to one (1) vote for each motion and each motion shall be decided by a show of hands or by secret ballot. In case of an equality of votes, the Meeting Chairman shall have a second or casting vote.
14.3 Members may participate in a General Meeting by means of a conference telephone, video conferencing, audio visual, or other similar communications equipment by means of which all persons participating in the General Meeting can hear each other, without a Member being in the physical presence of other Members (“Virtual General Meeting”), and participation in a Virtual General Meeting pursuant to this provision shall constitute presence in person at such General Meeting. An Ordinary Member participating in a Virtual General Meeting shall be taken into account in ascertaining the presence of a quorum at the General Meeting.
14.4 Subject to applicable laws, voting at a Virtual General Meeting may be conducted via electronic voting or proxy:
(i) if voting via electronic voting, it may be conducted by a show of hands or by written ballot; or
(ii) if voting via proxy, the Secretary shall provide a proxy form together with the notice of the meeting to all Ordinary Members, and the Ordinary Members shall submit their duly completed proxy forms appointing the Meeting Chairman as its proxy no less than three (3) Business Days before the time appointed for the Virtual General Meeting to the Secretary. Ordinary Members shall specifically indicate how they wish to vote in the proxy form, failing which the vote(s) for the relevant motion(s) shall be invalid. The proxy form shall be duly executed by the Ordinary Member in accordance with applicable laws.
15. AUDIT AND FINANCIAL YEAR
15.1 The accounts of the Association shall be audited by a firm of Public Accountants and Chartered Accountants (“Auditors”) appointed at each Annual General Meeting for a term of one (1) year and which shall be eligible for re-appointment.
15.2 The Auditors:
(i) shall audit the Association’s accounts each year and present a report on the Association’s accounts to the Members at the Annual General Meeting; and
(ii) may be required by the President to audit the Association’s accounts for any period within their tenure of office at any date and make a report to the Committee.
15.3 The financial year of the Association shall be from 1 January to 31 December.
16. ANNUAL RETURN
The Committee shall, within one (1) month after the Annual General Meeting, lodge the Association’s annual return in such form as the Registrar of Societies may require.
17. TRUSTEES
17.1 If the Association at any time acquires any immovable property, such property shall be vested in Trustees subject to a declaration of trust.
17.2 The Committee shall have the power to purchase or acquire movable or immovable property or other assets or bonds (“Property”) without having to obtain prior approval of the Ordinary Members at the General Meeting.
17.3 The Trustees of the Association shall:
(i) be not more than four (4) and not less than two (2) in number;
(ii) be elected by a simple majority of Ordinary Members at a General Meeting;
(iii) not effect any sale or mortgage of Property without the prior approval of a simple majority of Ordinary Members at a General Meeting; and
(iv) save for movable property, not sell, assign, transfer, convey, mortgage or otherwise dispose of any Property owned, controlled by or belonging to the Association without the prior approval of a simple majority the Ordinary Members at a General Meeting held for such purpose.
17.4 The office of the Trustee shall be vacated if the Trustee:
(i) dies or is determined to be of unsound mind by a competent court of law or a qualified medical practitioner;
(ii) is absent from Singapore for a continuous period of more than one (1) year;
(iii) is convicted or otherwise found guilty of misconduct which, in the Committee’s sole discretion, renders him unfit to be a trustee, and his removal is approved by a simple majority of Ordinary Members at a General Meeting; or
(iv) if he submits notice of resignation from his trusteeship to the Committee and the Committee accepts the same.
17.5 Any proposal to remove a Trustee from his trusteeship or to appoint a new Trustee to fill a vacancy shall be given to all Members by written notice at least 14 calendar days before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies.
17.6 The address of each immovable property, name of each Trustee and any subsequent change in Trustee shall be notified to the Registrar of Societies.
18. PROHIBITIONS
18.1 The funds of the Association shall not be used to pay any court-imposed fines or liabilities incurred by any Member.
18.2 The Association shall not engage in any trade union activity as defined in any written law relating to trade union for the time being in force in Singapore.
18.3 The Association shall not hold any lottery, whether confined to its Members or not, in the name of the Association, its Office-Bearers, the Committee or Members unless prior approval of the relevant authorities has been obtained.
18.4 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
18.5 Subject to Article 18.3, gambling of any kind, such as the playing of paikow or mahjong, whether for stakes or not, is forbidden on the Association’s premises. The introduction of materials for gambling or drug-taking and of bad characters into the premises is prohibited.
18.6 The Association shall not attempt to restrict or interfere with trade, or directly or indirectly make any recommendation or arrangement with any Member which is for the purpose or likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services offered by any Member, which may adversely affect consumer interest.
18.7 The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Registrar of Societies and other relevant authorities.
19. VISITORS AND GUESTS
Visitors and guests may be admitted into the premises of the Association but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.
20. AMENDMENTS TO CONSTITUTION
No amendments to this Constitution shall be made except with prior approval of a simple majority of the Ordinary Members at a General Meeting, and the amended Constitution shall not come into force without the prior approval in writing of the Registrar of Societies.
21. INTERPRETATION
In the event of any question or matter arising out of any point which is not expressly provided for in this Constitution, the Committee shall have power to decide the question or matter in its discretion. The decision of the Committee shall be final and binding save for manifest error.
22. DISPUTE RESOLUTION
In the event of any dispute arising among Members, all Members shall use best endeavours to resolve such dispute at an Extraordinary General Meeting called in accordance with this Constitution. All Members agree to act in good faith and cooperate with each other to resolve any dispute. If the Members fail to resolve the matter at the Extraordinary General Meeting, the Members involved shall resolve the dispute through mediation in accordance with the Mediation Rules of the Singapore Mediation Centre for the time being in force. A party who receives a notice for mediation from the other party(ies) shall consent and promptly participate in the mediation process in accordance with this Article. In the event mediation is unsuccessful, the parties involved shall submit to the exclusive jurisdiction of the Singapore courts.
23. DISSOLUTION
23.1 The Association shall not be dissolved, except with the prior approval of not less than three-fifths of the Ordinary Members of the Association for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.
23.2 In the event of the Association being dissolved, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and all Ordinary Members shall decide at a General Meeting whether the remaining funds shall be (i) divided equally among all Ordinary Members or (ii) donated to any approved charity or charities in Singapore.
23.3 A Certificate of Dissolution shall be given within seven (7) calendar days of the dissolution to the Registrar of Societies.
