1. This Society shall be known as the “Enterprise Singapore Society” (hereinafter referred to as the “Society”).
2. Its place of business shall be at “230 Victoria Street, #14-00 Bugis Junction Singapore 188024 or such other address as may subsequently be decided upon by the Executive Committee and approved by the Registrar of Societies. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
3.1 The objective of the Society shall be to provide a platform for former employees of the Trade Development Board (hereinafter referred to as “TDB”), International Enterprise Singapore Board (hereinafter referred to as “IE Singapore”), SPRING Singapore (hereinafter referred to as “SPRING”), Enterprise Singapore Board (hereinafter referred to as “Enterprise Singapore”) and its predecessors or subsidiaries to network and share their knowledge and experience with one another.
(a) To foster interaction and dialogue among the employees of Trade Development Board (hereinafter TDB), its subsidiaries, and other members through the establishment of a forum where members can share their knowledge and experience to promote trade and business development and international cooperation.
(b) To promote social and professional interaction among TDB/IE Singapore, and other members, and leading thinkers on economic and business development.
Any person of legal majority of good moral character or business entity who is of good reputation shall be eligible for membership to the Society. Membership in the Society.
4.1 Honorary Membership
4.1.1 The Executive Committee may elect distinguished persons, who in its opinion may benefit the Society and assist the Society in carrying out the objectives of the Society, to be Honorary Members.
4.1.2 The election must be by motion, duly proposed and seconded.
4.1.3 A person elected an Honorary Member becomes an Honorary Member of the Society upon his written consent to take up the membership.
4.1.4 An Honorary Member may choose to give up his membership in writing to the Executive Committee. The Executive Committee may elect to recall his membership in writing.
4.1.5 An Honorary Member shall have no voting rights.
4.1.6 Membership is not transferable.
4.2 Life Membership
4.2.1 Any individual who was an employee of the TDB, IE Singapore, SPRING, Enterprise Singapore or its predecessors or subsidiaries can be admitted as an Life Member of the Society upon the approval of the Membership Committee.
4.2.2 Life Members who are 21 years old and above shall have the right to vote and to hold office in the Society.
4.2.3 Life Members shall pay a membership fee to be determined by the Executive Committee based on recommendation from the Membership Committee and are entitled to all privileges of membership of the Society.
4.2.4 Membership is not transferable.
4.3 Corporate Membership
4.4.1 Any establishment may be invited to join the Society as Corporate Member upon the approval of the Executive Committee.
4.4.2 Corporate Members shall pay a membership fee and are entitled to privileges, both to be determined by the Executive Committee based on recommendation of the Membership Committee.
4.4.3 Corporate Members shall have no voting rights.
4.4.4 Membership is not transferable.
5.1 Any person or entity wishing to join the Society should submit an application to the Secretary.
5.2 Eligible persons or entities shall become members of the Society only upon approval of the Membership Committee or the Executive Committee and on the payment of the relevant membership fees.
5.3 A copy of the Constitution of the Society shall be provided to every approved applicant.
6.1 Applicable membership fees are to be proposed by the Membership Committee and approved by the Executive Committee.
6.2 The income and property of the Society whensoever derived shall be applied towards the promotion of the objects of the Society as set forth in this Constitution and no portion thereof shall be paid or transferable 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 Society or to any of them or to any person claiming through any of them.
7.1 The Secretary shall submit to the Executive Committee the name of any member or entity who fails to pay any indebtedness due to the Society or offends against the rules and regulations of the Society or whose conduct shall in the opinion of the Membership Committee render him unfit for membership of the Society within sixty (60) days after receipt by the Secretary of written notice thereof. The Executive Committee shall thereafter decide whether the member shall be expelled or retained.
7.2 Any member may be expelled from the Society for cause by a two-thirds (2/3) vote of the Executive Committee members present and voting.
Any member may resign from the Society, and said resignation shall become effective upon acceptance thereof by the Executive Committee. The Executive Committee may withhold acceptance, however, until all indebtedness has been paid, all Society funds and property have been returned, and all rights to the use of the Society’s name have been surrendered.
9.1 The EXCO shall consist of not more than 20 elected members. The Office Bearers of the EXCO shall consist of the following:
9.2 An Official Representative from Enterprise Singapore shall be appointed to the EXCO. The official Representative shall have no voting rights in the EXCO.
9.3 The EXCO may, if a need so arises, co-opt existing members of the Society into the EXCO. The number of EXCO Members including those co-opted shall not exceed 20 as stated in Article 9.1. Co- opted members of the EXCO have no voting rights in the EXCO.
9.4 Members interested to serve in the EXCO shall submit their interest before the Annual General Meeting. The names for the elected EXCO shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members present. The President, Treasurer and Assistant Treasurer may only be re-elected for a consecutive term of office. However, in the event that no suitable successor for the President can be found, the EXCO can, with a 2/3 majority, decide to allow the incumbent President to stand for election for a 3rd consecutive term which will then be the maximum number of terms allowed. All other office bearers may be re- elected with no restriction on the number of re- elections. The term of office of the EXCO is two years.
9.5 Except as provided in Article 7.2, resolutions can be passed at EXCO Meetings by a simple majority in case of an equality of votes, the President has the casting vote. A resolution in writing signed by not less than fifty percent (50%) of all the EXCO Members including the President shall be as valid and effectual as if it had been passed at a meeting of the EXCO duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all in like form. For the purpose of this Rule, “in writing” and “signed” include approval by facsimile.
9.6 The meetings of EXCO may be conducted by means of telephone conferencing or other methods of simultaneous communications by electronic or telegraphic means. A meeting conducted by telephone conferencing or by other means of communication as aforesaid will be deemed to have been held at the place agreed upon by the EXCO attending such meeting. The minutes of meetings conducted in the aforesaid manner signed by the President shall be conclusive evidence of any resolutions passed at such meetings.
9.7 In the event there is a need to discuss matters of sensitivity, high importance or urgency, the President or in his absence, one of the Vice-Presidents as nominated by the President shall have the power to call for a Standing Committee meeting. The Standing Committee shall comprise not less than three of the following Office Bearers: President, Vice President, Secretary or Treasurer with Ex- officio in attendance.
10.1 In the event the office of President shall become vacant for any reason, one of the Vice-Presidents, chosen based on simple majority by the EXCO shall advance in office. In the event such provision for advancement shall fail to fill the office of President, the EXCO shall thereon call a special election, giving each member of the Society two (2) weeks’ prior notice of the time and place thereof, which time and place shall be determined by the EXCO, and such office shall be filled at said election meeting.
10.2 In the event of vacancy in any other office, other than that of President, before the end of the term of office, the EXCO shall have the option of appointing an existing member from the EXCO to fill the post. Should there be no suitable candidate, the EXCO shall have the option of co-opting any member of the Society to fill the vacancy until the next election. Any changes in the EXCO shall be notified to the Registrar of Societies within two (2) weeks of the change.
11.1 The President shall chair all General and EXCO Meetings, and be responsible for the administration or management of the Society and shall represent the Society in its dealings with outside parties.
11.2 One of the Vice-Presidents as nominated by the President shall deputise for the President in his absence.
11.3 The Secretary shall keep minutes of all EXCO Meetings, as well as all records, except financial, of the Society and shall be responsible for their correctness. He shall maintain an up-to-date Registrar of Members at all times.
11.4 The Assistant Secretary shall assist the Secretary in carrying out the latter’s duties and act for him during his absence.
11.5 The Treasurer shall keep all funds, and collect and disburse all monies on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorised to expend up to S$1,000 per month for petty expenses on behalf of the Society. He will not keep more than a certain amount of cash (the sum to be determined by the EXCO) and money in excess of this will be deposited in a bank to be designated by the EXCO. Cheques and other bank instruments for withdrawals from the bank will be signed by the Treasurer or Assistant Treasurer, and either the President or one of the Vice-Presidents as appointed by the President. The signing limits and tiers of signatory shall be based on quantum to be approved at the General Meeting.
11.6 The Assistant Treasurer shall assist the Treasurer in carrying out the latter’s duties and act for him during his absence.
11.7 Co-opted EXCO Members shall assist in the general administration of the Society and perform other duties assigned by the EXCO from time to time.
12.1 The Membership Committee shall consist of the President, and failing him, one of the Vice- Presidents, and one or more EXCO Members to be determined by the EXCO.
12.2 The Membership Committee shall have the power to:
12.2.1 Consider and accept membership of the Society; and
12.2.2 Propose changes to the membership fees or any other fees (if any) payable by members.
12.3 All questions arising at any meeting of the Membership Committee shall be decided by a majority of the votes of the members present and voting, except that the President shall have a casting vote in the event of equality of votes.
13.1 An internal Honorary Auditor will be appointed at each Annual General Meeting and shall be eligible for reappointment. The accounts of the Society shall be audited by a firm of Certified Public Accountant if the gross income or expenditure of the Society exceeds S$500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.
13.2 The internal Honorary Auditor will be required to audit the annual accounts and present a report upon them to the Annual General Meeting.
13.3 The financial year shall be from 1st April to 31st March.
14.1 The supreme authority of the Society is vested in a General Meeting of the members presided over by the President.
14.2 At least one-quarter (1/4) of the total voting membership or thirty (30) voting members, whichever is the lesser, present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum.
14.3 An Annual General Meeting shall be held within 3 months from the close of the financial year.
14.4 Special Meetings of the Society may be called by the President, in his discretion, and shall be called by the President when requested by the EXCO or the request in writing of not less than one-quarter (1/4) of the total membership or thirty (30) voting members, at a time and place determined by the person or body requesting the same. Notice of Special Meetings setting forth the purpose, time and place thereof shall be given to each member of the Society by mail or personal delivery, at least two (2) weeks prior to the date thereof.
14.5 If the President does not within two (2) months after the date of the receipt of the written request proceed to convene the Special Meeting, the members who requested for the Special Meeting shall convene the special meeting by giving two (2) weeks’ notice to voting members setting forth the purpose, time and place and simultaneously posting the agenda on the Society’s notice board.
14.6 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General and Special Meetings.
14.7 At least two (2) weeks’ notice will be given of an Annual General Meeting and any other General or Special Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The agenda for the Annual General Meeting shall include the following:
14.8 In the event that there is no quorum at a General Meeting, the meeting shall be adjourned for half an hour. Should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend the existing Constitution. For non- constitutional matters, resolutions shall be passed by simple majority of votes cast.
All visitors and guests shall be invited only by members of the Society. All visitors and guests shall abide by the Society’s rules and regulations.
16.1 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 Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
16.2 Except for the activities permitted under Article 3 of this Constitution, no officer, member (whether honorary, ordinary or otherwise) or staff of the Society shall be allowed to represent or act on behalf of Enterprise Singapore or any of its subsidiaries notwithstanding that the Society has worked or will work closely with Enterprise Singapore in achieving the permitted objectives of the Society.
16.3 The funds of the Society shall not be used:
16.3.1 To pay the fines of members who have been convicted in a court of law; or
16.3.2 To pay the legal costs, loss and damages suffered or payable by any individual in any action or proceeding commercial against him/her in his/her personal capacity or as an individual; or Provided that the Society may at its absolute discretion and subject to prior approval of the EXCO use the funds of the Society to defend the good name of the Society.
16.4 The Society shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
16.5 The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
16.6 The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its Office-Bearers or members unless with the prior approval in writing of the relevant authorities.
16.7 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary.
The Constitution may be amended at any Annual General Meetings of the Society by two-thirds (2/3) vote of those present and actually voting; provided that no such action shall be taken at any meeting unless at least one-quarter (1/4) of the total voting membership or thirty (30) voting members, whichever is the lesser, are present at the meeting and unless notice of the said meeting has been duly sent to every member at least two (2) weeks before the date of the meeting. The amendments shall not come into force without the prior sanction of the Registrar of Societies.
In the event of any question or matter arising out of any point which is not expressly provided for in this Constitution, the EXCO shall have power to use their own discretion to decide on the question or matter. The decision of the EXCO shall be final unless it is reversed at a General Meeting of members.
In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.
EGM may be called by the President, in his discretion, and shall be called by the President when requested by the EXCO or the request in writing of not less than one-quarter (1/4) of the total membership or thirty (30) voting members, at a time and place determined by the person or body requesting the same. Notice of EGM setting forth the purpose, time and place thereof shall be given to each member of the Society by mail or personal delivery, at least two (2) weeks prior to the date thereof.
If the President does not within two (2) months after the date of the receipt of the written request proceed to convene the EGM, the members who requested for the EGM shall convene the EGM by giving two (2) weeks’ notice to voting members setting forth the purpose, time and place and simultaneously posting the agenda on the Society’s notice board.
20.1 Society shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the members of the Society expressed, either in person or by proxy, at a General Meeting convened for the purpose.
20.2 In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be donated to deserving charitable institution(s) as decided by EXCO.
20.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.