Constitution of the Swiss Association of Singapore
Constitution of the Swiss Association of Singapore
Art. 1 Name
The name of the Association is the Swiss Association of Singapore, hereinafter referred to as the “Swiss Association”.
Art. 2 Place of Business
The Place of business of the Swiss Association is the “Embassy of Switzerland, 1 Swiss Club Link, Singapore 288162” or such other address as may subsequently be decided upon by the Committee and approved by the Registry of Societies.
The Swiss Association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
Art. 3 Language
The official language of the Swiss Association shall be English.
Art. 4 Objectives
The Swiss Association is a non-political, non-religious and non-profit seeking association of Swiss nationals and persons with a close relation to Switzerland residing in Singapore.
The objectives of the Swiss Association are:
Art. 5 Membership
The Swiss Association has four categories of membership:
1) Swiss or person with a close relation to Switzerland residing in Singapore families who have attained the age of eighteen (18) years; children of such Members so long as such children are below the age of eighteen (18) years and reside in Singapore
2) Swiss or person with a close relation to Switzerland residing in Singapore couples who have attained the age of eighteen (18) years;
3) Swiss or person with a close relation to Switzerland residing in Singapore singles who have attained the age of eighteen (18) years;
4) The Ambassador of Switzerland and his wife/her husband as well as the Consul of Switzerland and his wife/her husband who shall be invited to join the Swiss Association as Honorary Members during their term of service.
The Swiss Association shall have no other Honorary Members.
The Swiss Association can have non-Swiss Member subject to the conditions set forth in Article 7 of this Constitution.
Art. 6 Life-, Overseas- and Corporate Membership
The Swiss Association shall not have Life-, Overseas-, Corporate- or other special memberships.
Art. 7 Approval of Memberships
A person wishing to join the Swiss Association must submit his/her particulars to the Secretary on a standard application form available from the Swiss Association.
The Committee shall approve all membership applications in accordance with this Constitution. The Committee shall take into account before accepting a member the following rules:
a) The number of Non-Swiss Members, i.e persons not Swiss nationals, shall at no time exceed the number of Swiss Members
b) The applicants who are spouses of Swiss national Members shall be given preference over other applicants who are not spouses of Swiss national Members.
c) The applicant has acknowledged and has agreed with the terms and conditions of this Constitution.
Any person whose application has been approved by the Committee shall, upon payment of the annual membership fee, be admitted as a Member of the Swiss Association and shall be entitled to all privileges of membership
Art. 8 Annual Membership Fee
The annual membership fee for Members is payable within two months of the new financial year.
The annual membership fee shall be the same for all Members, regardless of status, length of membership or other factors, except that Honorary Members shall be exempt from payment of membership fee.
Children of Members below the age of eighteen (18) shall pay no annual membership fee.
Full time students over the age of eighteen (18) who are temporarily residing in Singapore and who are working within the Swiss Embassy or Swissnex Association shall be admitted, upon application, to the Swiss Association without paying the annual membership fee.
All other students shall pay the membership fee. Single membership fee is only applicable to single/widowed/divorced person without children. (amended AGM March 2008 approved by ROS 26.5.2008)
A new Member, other than the Honorary Members, shall be charged a full year’s membership fee if he/she joins the Swiss Association at any time of the year betweenMarch 2013 3/8 the 1st January and 31st December, there are no pro rata temporis Membership fees.
If a Member falls into arrears with his/her annual membership fee and fails to settle his/her arrears within one month of their becoming due, he/she shall be denied the privileges of membership until he/she settles his/her account.
If he/she falls into arrears for more than two months, he/she will automatically and without further notice cease to be a Member.
Art. 9 Rights and Obligations of Members
All Members have equal rights and shall support as actively as possible the goals of the Swiss Association. They should observe the deadlines for the annual membership fee payment and give notice to the Swiss Association of any change of personal data, e.g. change of address or status.
Members who are above the age of twenty-one (21) shall have the right to hold office in the Swiss Association. All Members above the age of eighteen (18) years and having paid the annual membership fee shall be entitled to one vote. The liability of members is limited to the annual membership fee.
Art. 10 Resignation or Expulsion
Any Member may resign his/her membership by written notice to the Secretary and shall pay up all his/her dues.
The Committee may exclude a Member after hearing him/her when a Member is guilty of misconduct or otherwise affect the image of Swiss Association. The decision to exclude a Member requires a majority of two thirds 2/3 of all Committee’s Members.
The excluded Member may appeal to the General Meeting. The appeal is addressed to the President in writing and within thirty (30) days after being notified. It has a suspensive effect. The General Meeting hears the appeal. It makes the final decision by a majority of three fourths (3/4) of the Members present voting.
Art. 11 The bodies of the Swiss Association
The bodies of the Swiss Association are as follows:
a) The General Meeting
b) The Committee
c) The Auditors
A. THE GENERAL MEETING MARCH 2013 4/8
Art. 12 Authority of the General Meeting
The General Meeting has the following exhaustive power:
a) approve the minutes of the previous meeting;
b) review and approve the President’s reports on the activities of the Swiss Association during the year;
c) approve the Treasurer’s report on the financial account of the preceding financial year;
d) approve the report of the auditors:
e) elect the committee and the auditors;
f) approve the proposals tabled by the Committee or Members;
g) decide on appeals against decisions of the Committee;
h) decide on proposed amendments to and alterations of the Constitution of the Swiss Association;
i) adopt regulations.
Art. 13 Ordinary General Meetings
The supreme authority of the Swiss Association is vested in a General Meeting of the Members. A General Meeting shall be convened by giving non-less than twenty-one (21) days’ notice by the President to every Member.
An Annual General Meeting shall be held in the first quarter of every calendar year. Any Member who wishes to place an additional item on the agenda of a General Meeting might do so provided he/she gives written notice to the Secretary at least ten (10) business days prior to the meeting. All decisions and votes in General Meetings are taken by simple majority of the Members present, except as otherwise provided by this Constitution.
In the event of a tie, the President of the General Meeting shall cast a deciding vote. The General Meeting only addresses the items on the agenda. The votes by proxy or by mail (post, note, electronic) are excluded.
Art. 14 Extraordinary General Meeting
At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than twenty-five (25)% of the total voting membership or fifty (50) voting Members, whichever is the lesser, or may be called at anytime by order of the Committee.
The Extraordinary General Meeting shall be convened within two months from receiving a request to convene the Extraordinary General Meeting.
If the Committee does not within two (2) months after the date of receipt of the written request proceed to convene an Extraordinary General Meeting, the Members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days’ notice to voting Members setting forth the business to be transacted and simultaneously posting the agenda at the Swiss Association’s place of business.
Art. 15 Chairman of General Meetings
The President, or in his/her absence the Vice-President, shall chair both the Annual and any Extraordinary General Meetings
Art. 16 Quorum of General Meetings
At least twenty-five (25)% of the total voting membership or fifty (50) voting Members, whichever is the lesser, present at a General Meeting shall form a quorum as long as at least fifty (50)% of the voting Members present are Swiss nationals.
If a quorum is not reached at the Annual General Meeting, the meeting shall be adjourned for half an hour. After this period, should the quorum still not be reached, the Members present are deemed to form a valid quorum.
This newly formed quorum shall not be entitled to vote on any matter that requires a special majority of 2/3 or 3/5 of the Members according to the terms and conditions of this Constitution.
B. THE COMMITTEE
Art. 17 Committee
The executive power of the Swiss Association shall be entrusted to a Committee consisting of the following Members to be elected/re-elected at each Annual General Meeting:
Up to 5 other members (amended AGM March 2008 approved by ROS May 2008)
The President must always be a Swiss national and there shall not be more than two Non-Swiss national Members in the Committee at any one time.
Foreign Diplomats shall not serve as Committee Members. All office bearers may be re-elected to consecutive terms of office without limitation.
All Members serving on the Committee act in an honorary capacity.
In the event that any Member of the Committee resigns from the Committee, the Committee may appoint a successor to serve until the next Annual General Meeting.
A Committee Meeting shall be held as often as necessary subject to a minimum of six meetings per year. The President may call a Committee Meeting at any time by giving adequate notice. At least a majority of the Committee Members must be present for its proceedings to be valid.
All decisions in Committee Meetings are taken by simple majority of the Committee’s Members present, except as otherwise provided by this Constitution.
The vote by proxy or emails shall be excluded, except for exceptional grounds such as last minute business trips or family serious emergency or any serious reasons that require no other solution.
In the event of a tie, the chairman shall cast the deciding vote.
Any changes in the membership of the Committee shall be notified to the Registry of Societies within two weeks.
Art. 18 Duties of the Committee
The duty of the Committee is to organise and supervise the activities of the Swiss Association.
The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meetings.
The Committee may appoint at any time one or several Members to compose SubCommittees to handle special projects and events.
The Committee may edict its mission and its organization in bylaws and regulations.
Art. 19 Duties of Office Bearers
The President shall chair all General and Committee Meetings. He/she shall also represent the Swiss Association in its dealings with external organizations and persons.
The Vice-President shall assist the President and act as deputy for him/her in his/her absence.
The Secretary shall keep all records, except financial, of the Swiss Association and shall be responsible for their correctness. He/she will keep minutes of all General and Committee Meetings and maintain an up-to-date Register of Members at all times.
The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Swiss Association and shall keep records of all monetary transactions and shall be responsible for their correctness. Cheques, etc. for withdrawals from the bank shall be signed by any two of the following Committee Members: Treasurer, President, Vice-President and Secretary.
Ordinary Committee Members shall assist in the general administration of the Swiss Association and perform duties assigned by the Committee from time to time.
As a rule the President or the Secretary, shall sign all correspondence in the name of the Swiss Association. Financial related correspondence shall be signed either by the Treasurer, President, Vice-President or Secretary.
The Committee shall not be liable for any loss occasioned by the exercise of its powers, except to the extent that such loss is the result of the negligence, gross negligence or intentional misconduct of the Committee or its Members.
C. THE AUDITORS
Art. 20 Audit and Financial Year
Two voting Members, not being Members of the Committee and not being related by family to any Committee Member, shall be elected as Auditors at each Annual General Meeting and will hold office for a term of one year only after which they may be re-elected for a consecutive term.
The accounts of the Swiss Association shall be audited by a firm of Certified Public Accountants 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.
The financial year shall be from 1st January to 31st December.
Art. 21 Duties of Auditors
Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting
May be required by the President to audit the Swiss Association’s accounts for any period within their tenure of office at any date and make a report to the Committee.
Art. 22 Prohibitions
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 at the functions of the Swiss Association.
The introduction of materials for gambling or drug taking and of bad characters to any function of the Swiss Association is prohibited.
The funds of the Swiss Association shall not be used to pay the fined of Members who have been convicted in court of law.
The Swiss Association 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.
The Swiss Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
The Swiss Association shall not hold any lottery, whether confined to its Members or not, in the name of the Swiss Association or its office-bearers, Committee or Members unless with the prior approval of the relevant authorities.
The Swiss Association 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.
Art. 23 Amendments to Constitution
No alteration or addition/deletion to these Articles shall be made except at a General Meeting and with the consent of two-thirds (2/3) of the voting Members present at the General Meeting and they shall not come into force without the prior sanction of the
Registry of Societies.
Art. 24 Interpretations
In the event of any questions or matter pertaining to day-to-day administration, which is not expressly provided for in these Articles of the Swiss Association, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of Members.
Art. 25 Disputes
In the event of any dispute arising amongst Members, they shall attempt to resolve the matter at an Annual General Meeting or an Extraordinary General Meeting in accordance with this Constitution of the Swiss Association.
Should the Members fail to resolve the matter, they may bring the matter to a court of law for settlement according to Singaporean Law.
Art. 26 Dissolution
The Swiss Association shall not be dissolved except with the consent of not less than three-fifths (3/5) of the Members of the Swiss Association entitled to vote at a General Meeting convened for the purpose.
In the event of the Swiss Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Swiss Association shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of Members may determine or donated to an approved charity or charities in Singapore.
A Certificate of dissolution shall be given to the Registrar of Societies within seven days of the dissolution.
Art. 27 Visitors and Guests
Visitors and guests may be admitted into the premises of the Swiss Association but they shall not be admitted into the privileges of the Swiss Association.
All visitors and guests shall abide by the Swiss Association’s rules and regulations.
– End –