Registrar of Societies REF: 198/81 RULES OF THE AUSTRALIAN CHAMBER OF COMMERCE, SINGAPORE 1 Name The Society will be known as Australian Chamber of Commerce, Singapore (Chamber) and in its activities may use the abbreviated names AustCham, Singapore or AustCham. 2 Place of Business The registered place of business of the Chamber will be at 25 Napier Road, Australian High Commission Building Level 3, Singapore, 258507 or at such other address as from time to time may be determined by the Board and approved by the Registrar of Societies. 3 Objects The objects of the Chamber are: (e) (f) (g) (h) (i) (j) To provide a forum on an organised continuing basis for Members to identify and discuss common interests regarding economic, industrial and commercial objectives; To assist in promoting trade, investment, finance, commerce and industry between Australia, Singapore and the Asia-Pacific region; To conduct, sponsor or promote any activity of benefit to Members, and to provide any services appropriate to a business chamber without involvement in politics; To facilitate by lawful means the exchange of views and information between Australian and Singaporean nationals; To connect Members to business, government, each other and Australian culture by hosting, facilitating and providing events and services for Members; To keep Members informed and up to date with the latest issues and opportunities in Singapore and the region; To facilitate Members access to regional Australian chambers, the Australian High Commission, Australian and Singapore government agencies and business; To foster stronger business ties between AustCham/Australia and Singapore and ASEAN member countries; To promote better understanding in Singapore of the people and culture of Australia; and To raise funds by lawful and proper means and seek affiliation with other appropriate bodies in order to further the above objectives. page 1
4 Membership 4.1 Membership Categories There will be 3 categories of Membership of the Chamber: (1) Ordinary Membership: (2) Associate Membership; and (3) Honorary Life Membership. Membership numbers will be unlimited unless the Members in General Meeting determine otherwise. The Board will determine the rights and obligations attaching to Membership in accordance with these rules and may create sub-categories of member within the above categories. 4.2 Ordinary Membership Ordinary Membership is open to: (1) Individual Members: Individual Ordinary Membership is open to individuals residing in Singapore who: (A) (B) are Australian nationals; or have a connection to Australia or to Australian business in one of Singapore, Australia or the ASEAN region. (2) Corporate Members: Corporate Ordinary Membership is open to any legal entity which: (A) (B) is registered by a relevant authority in Singapore; and either: (i) (ii) has a beneficial Australian share holding or interest of not less than 20%; or has satisfied the Board that it has a connection to Australia or to Australian business in Singapore, Australia or the ASEAN region. A Corporate Member will be entitled, upon payment of its entrance fee and annual subscription fees, to designate in writing an individual employee, director or officer of that Corporate Member as its nominee for Membership and: (1) Additional individual nominees may be nominated, subject to payment of additional individual nominee annual subscription fees as determined by the Board. (2) Each such nominee will be entitled to all rights and privileges of an Individual Ordinary Member as if he or she were an Individual Member for so long as the Corporate Member remains a member, or until written notice of a transfer of that nominee is delivered to the Chamber in accordance with Rule 4.2. page 2
(3) Save as provided by the Board from time to time, Corporate Members will enjoy no other rights or privileges. A Corporate Member will be entitled to change any of its individual nominees, by delivering a written notice of transfer of individual nominee(s) to the Chamber at its registered office. The change in nominees will be effective as of the date of receipt of the notice. 4.3 Associate Membership Associate Membership is open to the following individuals: (1) Persons who at any time have been Ordinary Members of the Chamber but are no longer resident in Singapore; or (2) Persons who are not resident in Singapore who satisfy the Board that they have (or their employing entity has) a connection to Australia or to Australian business in Singapore, Australia or the ASEAN region. Associate Members will have all the privileges of Ordinary Membership except that they will not be entitled to vote at General Meetings and will not be qualified to be a member of the Board. 4.4 Honorary Life Membership The Board, at its sole discretion, may invite as Honorary Life Members any individual who the Board considers has significantly contributed to the development of the Chamber or Australia/ASEAN relations. Subject to paragraph below, Honorary Life Members will have all the privileges of Ordinary Membership without paying the entrance fee and the annual subscription fee and such other benefits as determined by the Board from time to time. Unless an Honorary Life Member continues to also be an Ordinary Member, an Honorary Life Member will not be entitled to vote at General Meetings and will not be qualified to be a member of the Board. 4.5 Membership Application Any individual, wishing to become an Ordinary or Associate Member of the Chamber must submit his or her name to the Executive Director of the Chamber (or if one is not appointed, the Honorary Secretary), together with a completed application for Membership, in such form as may be determined by the Board. All applications for Membership will be scrutinized by the Executive Director (or if one is not appointed, the Honorary Secretary) who may approve temporary Membership of the Chamber, subject to confirmation of Membership at the next meeting of the Board. The Board s decision as to an applicant s qualification for Membership under this Rule 4.5 will be final. page 3
4.6 Entrance Fees and Subscriptions The entrance fees and annual subscriptions for each category of Members will be fixed from time to time by the Board. Entrance fees and the annual subscriptions for the then current year will be payable upon application. Annual subscriptions will be payable in advance for the year beginning on 1 st April. Any member who is in default of payment of the annual subscription by the Annual General Meeting in that year will, unless otherwise determined by the Board, be denied the privileges of Membership until the default is rectified. 4.7 Disciplinary Action The Board may suspend for a period up to six (6) months, or expel, a member who is in persistent default of these Rules, or whose conduct is unbecoming or against the interests of the Chamber. Where the Board intends to exercise its powers under the Rule, the member concerned will be given notice of the conduct complained of, and will be given a reasonable opportunity to explain it either personally to not less than five Members of the Board, or in writing. 5 The Board 5.1 The Board The day-to-day affairs of the Chamber will be conducted by a Board who may delegate their authority to the Executive Director or another person as they see fit. The Board will hold office from one Annual General Meeting until the next Annual general meeting and will consist of: (1) 10 Ordinary Members elected by resolution at the Annual General Meeting; (2) one non-elected Board Member who will be nominated by the Senior Trade Commissioner whilst any Chamber activities are held in the Australian High Commission. The nominee will have the right of veto of any function held on Australian Government property if the said function is not in the best interests of the Australian Government; and (3) such additional Ordinary Members as and when deemed necessary or expedient by the Board. The Board will have power to appoint a member to fill any casual vacancy on the Board until the next Annual General Meeting. page 4
5.2 Board meetings (e) (f) (g) A Board Meeting will be held whenever considered necessary, and not less than once every three (3) months, and will be held when called by the President or a Vice-President. Seven (7) days notice of Board Meetings must be given. Any member of the Board absenting him or herself from three consecutive Board meetings without satisfactory explanation will be deemed to have withdrawn from the Board. Five Board Members will be a quorum The Board will decide all questions by a simple majority. In case of equality of votes, the President or his duly appointed proxy will have a casting vote. The Board will have power to authorise the expenditure of such sums as it may deem fit from the Chamber s funds for the Chamber s purposes. The Board may not act contrary to decisions made at General Meetings without first reverting to a General Meeting for approval. 6 Office Bearers and Executive Director 6.1 Appointment At the first Board meeting following the Annual General Meeting, which must be held within four (4) weeks of the Annual General Meeting, the Board will elect from within the Board Members: (1) a President; (2) at least one but not more than two Vice-Presidents; (3) an Honorary Secretary; and (4) an Honorary Treasurer. A Board Member may not be elected to the post of Honorary Treasurer for more than two (2) consecutive years at any time. 6.2 Role of Office Bearers The President will: (1) Act as Chairman at all Board and General Meetings and will be responsible for the proper conduct of business at such meetings. (2) Represent the Chamber in its dealings with the Governments of Australia and Singapore and agencies of those Governments, the media and the public. (3) Have a second and casting vote at General Meetings. The Vice-Presidents will in the absence of the President, exercise the powers and duties of the President and otherwise perform other duties and such powers as the President may from time to time direct. page 5
The Honorary Secretary will: (1) Keep all records, except financial records, of the Chamber. (2) Attend all meetings, record the decisions of the Board and minute them for approval. (3) Be responsible for keeping accurate and up-to-date records of Members of the Chamber and will notify the Registrar of Societies within the prescribed time of any changes in the office bearers and in the Rules of the Chamber. The Honorary Treasurer will: (1) Retain all funds collected, and disburse all moneys on behalf of the Chamber and will keep an account of all monetary transactions, and will be responsible for their correctness. (2) Issue and sign receipts, vouchers and other related documents for moneys received on behalf of the Chamber. (3) Render such financial reports or statements to be submitted at each Board Meeting and an Annual Statement of Income and Expenditure and Balance Sheet as at 31 st March of each year for submission to the Annual General Meeting. (4) Deposit all money and other valuables belonging to the Chamber in such bank or banks as may be designated or approved by the Board except such sum in cash the amount of which will be fixed by the Board from time to time to meet petty cash expenses on behalf of the Chamber. 6.3 Executive Director The Board will have power to appoint, pay and dismiss the Executive Director and such other persons as it may deem necessary. The Executive Director will be responsible for the day to day operations of the Chamber and for implementing Board decisions. The Board and the Office Bearers will have power to delegate such matters within their respective responsibilities to the Executive Director. The Executive director will be responsible before the Board to report and account for the activities of the Chamber. 7 Committees The Board may establish such Committees for such functions as it sees fit. All Committees must conduct their business in accordance with the directions of the Board. All Committees must periodically report their proceedings to the Board at its meetings. page 6
8 Annual General Meeting 8.1 Requirement to hold Annual General Meeting The Chamber must hold an Annual General Meeting once every year, within three (3) months of the end of the Chamber s financial year, on a date to be fixed by the Board. 8.2 Business The following business will be considered at the Annual General Meeting: 8.3 Timetable (e) 8.4 Election of Board To receive from the Board a Report, Balance Sheet and Statement of Accounts for the preceding financial year and an estimate of the receipts and expenditure for the current financial year; To elect 10 Board Members for the following year; To appoint an auditor for the following year; and To transact any other business which may properly be brought forward at the meeting. At least thirty (30) days before the Annual General Meeting, the Honorary Secretary will send a notice of such meeting and particulars of the Agenda to every Ordinary Member. Nominations for the Board will be in writing and proposed and seconded by an Ordinary Member and nominations will close twenty-one (21) days before the Annual General Meeting. Any member who wishes to add an item to the agenda may do so by giving notice to the Honorary Secretary fourteen (14) days before the Annual General Meeting is scheduled to be held. The Balance Sheet, Statement of Accounts and estimates will be placed in the registered place of business of the Chamber at least fourteen (14) days before the Annual General Meeting. The Board may determine any forms or procedures required to give notice under this Rule. The new Board elected will take office immediately. Any Board Member may be re-elected each year. 9 Extraordinary General Meetings The Board may at any time for any special purpose, call an Extraordinary General Meeting and must do so within fourteen (14) days upon the requisition in writing by not less than 20 per cent of the total Membership of the Chamber. The written requisition stating the purpose for which the meeting is required must be lodged with the Honorary Secretary of the Chamber. page 7
At least fourteen (14) days notice of an Extraordinary General Meeting will be given by the Honorary Secretary to all the Members of the Chamber. Only the business contained in the notice of Extraordinary General Meeting may be considered at that Extraordinary General Meeting. 10 Quorum and Voting at General Meetings 10.1 Quorum at General Meetings The quorum at a General Meeting (Annual General Meeting or Extraordinary General Meeting) will be financial Ordinary Members present in person or by proxy equal to the lesser of one-fourth of the total Ordinary Membership or 30 Ordinary Members. If within half an hour from the time appointed for the Meeting a quorum is not present, then those present will be considered a quorum but will have no power to alter, amend or make additions to any of the existing Rules. 10.2 Voting at General Meetings 10.3 Proxies At any General Meeting, each financial Ordinary Member will, on a vote by show of hands be entitled to a single vote and on a secret ballot be entitled to a single vote for himself/herself as well as one vote for each proxy held by him/her for which he/she is entitled to vote. Ordinary Members will not be entitled to vote at any General Meeting (whether in person or by proxy) if at the time of the meeting the Ordinary Member s entrance fee or annual subscription fees remains unpaid (Nonfinancial Member). Voting will be by simple majority, by show of hands of Ordinary Members present unless a secret ballot is requested (either before or after the show of hands) by either the chairman of the meeting or Ordinary Members representing 10% of the Ordinary Members present at the meeting in person or by proxy. An Ordinary Member may appoint another Ordinary Member as his/her proxy to attend and vote on his/her behalf at any General Meeting of the Chamber. The proxy nominated must be a financial Ordinary Member at the time of the General Meeting. To be able to attend and vote by proxy at any General Meeting, notice of the appointment of proxy must be given to the Chamber at its registered address not less than 48 hours prior to the start of the applicable meeting. Where the Ordinary Member and a proxy for that Ordinary Member are both present at the General Meeting, the proxy will be deemed void on any vote where the Ordinary Member casts his/her vote. page 8
10.4 Non- Ordinary Members Non- Ordinary Members may, with the approval of the Board, attend General Meetings, but will not be entitled to vote. Non- Ordinary Members will not count towards a quorum. 11 Accounts & Signatories The financial year of the Chamber will begin on the 1 st day of April in one year and end on 31 st day of March in the next year, to which day the accounts of the Chamber will be balanced. As soon as practicable after the end of the financial year of the Chamber, the accounts must be audited by a professional accountant who will be appointed at each Annual General Meeting and who will not be a member of the Board. All cheques and other documents for the withdrawal of money from the Chamber s accounts must be signed by two Board Members who have been authorised by the Board to sign such documents. Such person(s) authorised by Board resolution will have authority to enter into contracts on behalf of the Chamber and to bind the Chamber. 12 Trustees (e) If the Chamber at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust. The trustees of the Chamber shall: (1) Not be more than four (4) and not less than two (2) in number. (2) Be elected by a General Meeting of members. (3) Not effect any sale or mortgage of property without the prior approval of the General Meeting of members. The office of the trustee shall be vacated: (1) If the trustee dies or becomes a lunatic or of unsound mind; (2) If he is absent from the Republic of Singapore for a period of more than one (1) year; (3) If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee; or (4) If he submits notice of resignation from his trusteeship. Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Chamber s premises at least two (2) weeks 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. The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies. page 9
13 Prohibitions (e) Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden on the Chamber s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited. The funds of the Chamber must not be used to pay the fines of Members who have been convicted in Court. The Chamber must 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. The Chamber or its Members must not attempt to restrict or in any manner interfere with trade or engage in price-fixing activities. The Chamber will not make public announcements on price increases. The Chamber must not hold any lottery whether confined to its Members or not, in the name of the Chamber, its Board or Members unless with the prior approval of the relevant authorities. The Chamber must not indulge in any political activity to allow its funds and/or premises to be used for political purposes. 14 Amendments to Rules No alterations or additions to these Rules will be made except at a General Meeting, and will not come into force without the prior sanction of the Registrar of Societies. 15 Interpretation In the event of any question or manner arising out of any point which is not expressly provided for in these Rules, the Board will be entitled to determine such question or matter in its discretion. 16 Notices Where the Chamber is required to give notices to the Members these notices may be sent by: post; facsimile; or email, to the address, facsimile number or email address registered by the Member with the Chamber and will be deemed to be received by the Member when sent by the Chamber. 17 Dissolution The Chamber will not be dissolved, except with the consent of not less than three-fifths of the Members of the Chamber for the time being resident in page 10
Singapore expressed, either in presence or by proxy, at a General Meeting convened for the purpose. In the event of the Chamber being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Chamber will be fully discharged, and the remaining funds will be disposed of as decided at the meeting. Notice of dissolution must be given within seven (7) days of dissolution to the Registrar of Societies. page 11