|CHAPTER 1: GENERAL
This Association shall be known as the「 新 加 坡 中 国 商 会」。
英 文 名： SINGAPORE－CHINA BUSINESS ASSOCIATION
The place of business of the Association shall be at 6001 Beach Road #11-01 Golden Mile Tower Singapore 199589 or such other address as may subsequently be decided by the council and approved by the Registrar of Societies.
The objects of this Association shall be as follows:-
- To promote economic and trade development and relationship between Singapore and China.
- To strive for and protect the economic rights and interests of its members.
- To enhance networking and promote better understanding and co-operation among its members.
|CHAPTER 2: ACTIVITIES
The activities of the Association shall be:
- To compile and furnish industrial and commercial information, inquiries and statistics for its members.
- To offer its members any opinion and advice relating to economic and trade matters between Singapore and China.
- To organise and coordinate relevant activities on economic and trade matters between Singapore and China.
- To embark on activities which will enhance networking and attachment among its members.
- To assist in reconciling business disputes among its members.
|CHAPTER 3: MEMBERSHIP
||Any firm or company, with a registered office in Singapore, and directly or indirectly involved in China business or its related activities, shall be eligible for membership. The number of members shall be unlimited.
||Every applicant for membership shall be proposed by a member. The application shall be in writing signed by the proposer. Notice of the proposal shall be put up on the Notice Board of the Association for at least one week during which any member may give objection in writing to such application through the Secretary.
||Every application for membership shall be decided by a majority voting of the members of the council present and the Association reserves the right to reject any application without giving any reasons.
||A rejected applicant may again be proposed for membership after one year as from the date of the rejection.
||The Chairman of General Affairs Committee shall inform the applicant the result of his application.
||An applicant having received the Notice of Acceptance shall pay an entrance fee and the first three months subscription within two weeks. If the applicant fails to pay after two weeks his membership may be cancelled by order of the Council.
||Membership of this Association is corporate in nature. However, every member firm or company is entitled to appoint 2 registered representatives in writing. Any change in the identity of a registered representative who is also a Council Member shall be governed by Article 22.
|CHAPTER 4: PRIVILEGES AND DUTIES OF MEMBERS
||Members shall enjoy the following privileges:-
- To speak and vote at the General Meeting of Members.
- To elect and to be elected.
- To request this Association to make representations on their behalf on commercial matters.
- To have the right in taking part in trade missions organised by this Association.
- To enjoy any other privileges and rights provided by this Association.
||Members shall have the following duties:-
- To abide by all rules and resolutions of this Association.
- To assist this Association in all its activities.
- To contribute towards this Association's funds.
- To contribute to the buildings fund of the Association or other special funds in aid of education and other public charities.
|CHAPTER 5: HOW MEMBERSHIP MAY BE LOST
||A member shall cease to be a member of this Association if:
- Monthly subscription in six months in arrear and the member thereafter fails to pay such subscription within two weeks from the date on which written notice requiring payment thereof is sent by registered post to the member by the Secretariat.
- A one month notice of withdrawal in writing is sent to the Secretariat by the member.
- A member winds up his business.
- A member ceases to carry on activities in economic and trade with China.
- A member is found having acted purposely injurious or prejudical to the interest or breach of the Rules of this Association and a resolution having passed at the meeting of the council members with a two-third majority provided that fourteen days' notice of such meeting shall be given to such member who shall have the opportunity to be present at the meeting at which he shall answer charges to that effect.
- Any member who ceases to be a member, in pursuance of this Rules, shall be liable for all arrears of payments due and payable by him up to the date of cessation.
|CHAPTER 6: HONORARY PRESIDENT / HONORARY COUNCIL MEMBER / LIFE HONORARY PRESIDENT / ASSOCIATE MEMBER
- Any firm or individual which has made positive contributions to the Association will be invited by the Council to be Honorary Presidents or Honorary Council Members of the Association. The qualification requirement and duration of appointment will be decided by the Council. They shall have no right to vote or to hold office in the Association.
- Any reputable or prominent businessman, upon the Council recommendation to be Life Honorary President, shall be approved at the General Members' Meeting.
- Any individual or non-Singapore registered company who has trade relationship with or investments in China can apply for the Associate membership. For Company application, there must be an appointed representative with the age above eighteen. Associate Members are not allowed to vote or be elected as Council Members. Associate Members are eligible to participate in all events organized by the Association.
|CHAPTER 7: ORGANIZATION
||The Council shall consist of :
- 29 registered representatives and their respective member firms or companies who shall be elected by ballots at the Annual General Meeting of Members during the election year.
- Not more than 6 registered representatives and their respective member firms or companies may be appointed, based on the recommendation of the Standing Committee, approved by the Council to join as Council Members.
- All Council Members irrespective being elected or appointed, shall have the same power and duties.
- No member shall have 2 of its registered representatives serving in the Council.
- Those who are disquality to act as Director under the Singapore Companies' Act shall not be eligible to hold office as Council Members.
- The Trustees for the time being shall not be more than 4 and less than 2 shall be elected at the Annual General Meeting or Extraordinary General Meeting of members. Only registered representatives who satisfy the requirements of Article 11 may be elected as Trustees. All elected Trustees shall be Singapore citizens. No member shall have 2 of its registered representatives serving as Trustees.
- Each trustee shall hold office until his death or resignation or disqualified to act as Director under the Singapore Companies' Act or revocation of his appointment as registered representative by the member firm or company appointing or removal by the General Meeting or Extraordinary General Meeting of Members under Rule 26 hereof.
- If the number of trustees shall at any time fall below 5, the vacancy or vacancies may be filled up at the next Annual General Meeting or Extraordinary General Meeting of Members.
- All immovable properties of the Association shall be held by and vested in the trustees for the time being on behalf of the Association.
- The Trustees shall be indemnified against all liabilities and expenses in discharging their duties.
||The Council shall consist of the following office bearers:-
3 Vice Presidents
1 Chairman of General Affairs Committee
2 Vice Chairmen of General Affairs Committee
1 Chairman of Finance Committee
1 Vice Chairman of Finance Committee
1 Chairman of Industrial and Trade Committee
2 Vice Chairmen of Industrial and Trade Committee
1 Chairman of Public Relation Committee
2 Vice Chairmen of Public Relation Committee
1 Chairman of Culture and Education Committee
2 Vice Chairmen of Culture and Education Committee
Only Singapore citizens can be elected as President. All Council Members being elected shall be Singapore citizens or Singapore permanent residents, except the members being appointed by the Council.
All the above mentioned office bearers shall be elected among the Council Members. The chairman of each committee may appoint certain number of registered representatives and their respective member firms or companies as its committee members subject to the approval of the Council.
||The Standing Committee of the Association is formed by the President, Vice Presidents and the various Committee Chairmen.
||The Association shall have a Secretariat to assist and manage the daily business and administrative affairs of the Association.
||The organization chart of this Association.
- The term of office of the Council Members shall be 2 years. They are eligible for re-election.
- The office of the Council Member shall become vacant if that Council Member ceases to be the registered representative of the member firm or company. A replacement of the registered representative may, upon the recommendation of the Standing Committee, fill the vacancy subject to the prior approval by two--third majority of the Council Members present at the meeting.
- The Office of the Council Member shall become vacant if the member firm or company which the Council Member is representing ceases to be a member of the Association in pursuance of articles 14.
- The term of each office bearer shall be two years. All office bearers, except for the Chairman of the Finance Committee, shall be eligible to re-election to another two terms (i.e. total six years) only. When the maximum consecutive term of the office bearer expires, he/she is prohibited from sitting in the same office, in the name of another company on organization for a fourth consecutive term.
- The Chairman of the Finance Committee shall not be eligible for re-election.
||When the President or a Vice President vacates his office, the Council shall elect a person from its own members to act in his place. Any vacancy on the Council shall be filled by a person ranking next in number of votes received at the election and shall act for the remainder of that term.
||Any member of the Council or trustee shall cease to hold office if he is required by resolution of a General Meeting or Extraordinary Meeting of Members to vacate his office for misappropriation or malpractice or such other cause as the General Meeting or Extraordinary General Meeting of Members may determine.
|CHAPTER 8: POWER & DUTIES
||The General Meeting of Members shall be at the highest authority of this Association.
||The duties of all organizations of this Association shall be as follows:-
- The Council:
- To carry out the Rules of this Association and the resolution of the General Meeting or Extraordinary Meeting of Members.
- To appoint or to remove the sub-committees.
- To take an lease of any equipment or premises or any place in the Republic of Singapore as may be required on behalf of this Association.
- To determine from time to time the amount of entrance fee and monthly subscriptions.
- The Standing Committee shall manage all urgent and important affairs or matters.
- The Trustees shall have full charge of the Association's properties and shall file a list of members with the registrar, whenever changes occured.
||The duties of all officers of this Association shall be as follows:-
- The President shall be in charge of the Seal and represents this Association with full authority. He shall carry out resolutions of the General Meeting of Members and manage this Association's affairs. He shall jointly with the Chairman of General Affairs and Chairman of Finance; decide the appointment and termination of the Association staff.
- The Committee of General Affairs shall take charge of matters not specifically assigned to the other committees.
- The Treasury Committee shall take charge of the Association's finance and budgets.
- The Commerce Committee shall take charge of matters relating to commercial activities.
- The Industry Committee shall take charge of matters relating to industrial activities.
- The Public Relation Committee shall take charge of media, visitors, receptions and other general liaison work.
- The Social Affairs Committee shall take charge of entertainment activities & welfare works.
- The Vice President as well as other Vice Chairman from all committees shall assist the President and Chairman of all committees respectively in carrying out their duties and act on their behalf in their absence.
- The Secretariat shall carry out the instructions of the President and Vice President as well as the chairmen of all committees in connection with all matters of this Association.
||When the President is absent the Council shall appoint one of the Vice Presidents to act for him. In case of the President and Vice Presidents are both absent at the same time, the Chairman of General Affairs Committee shall act for them. If the Chairman of General Affairs Committee and the Vice Chairman of General Affairs Committee are also absent, the Council shall appoint an acting President among themselves.
|CHAPTER 9: MEETINGS
||The Meetings of this Association are classified into six types as follows:-
- Annual General Meeting of Members.
- Extraordinary General Meeting of Members.
- Regular Meetings of the Council.
- Extraordinary Meetings of the Council.
- Meetings of the Standing Committee.
- Meeting of all Committees.
||The Annual General Meeting shall be held during March each year convened by the Council so as to accept the reports of the General Affairs and Finance. In the event of an election year it shall be held at the same time.
||The Extraordinary General Meeting of Members shall be convened by the Council when there be an important matter to discuss. If there are a number of thirty members, or at least ten council members jointly request for an Extraordinary General Meeting of Members with reason, the Council shall convene such meeting within 14 days after receiving the letter for that purpose, subject to 3/4 of the total members who have jointly signed the letter for that meeting present, otherwise such meeting shall not be held nor the date of meeting to be postponed.
||The President or in his absence, one of the Vice Presidents, shall be the ex-officio chairman of a General Meeting of Members. In the absence of the President and both the Vice Presidents, the members present shall elect a chairman.
||Fourteen days' prior notice to the members shall be required for a General Meeting of Members.
||At least 30 members present at an Annual General Meeting or Extraordinary General Meeting of Members shall form a quorum and a simple majority shall be required to pass a resolution. Should there be no quorum resulting in no meeting could be proceeded with (and apart from the provision stipulated in Rule 33 herein) the Chairman may adjourn the meeting for half an hour for the same to be held at the same place. No matter what the number of attendence shall be, it shall be deemed to form a quorum and similarly a simple majority shall be required to pass a resolution. On matters concerning amendment of the Rules of the Association, at least 60 members shall be present to form the quorum and the resolution is to be passed by a majority of not less than two-thirds of such members.
||Only registered representatives from member firms or companies shall attend Annual General Meeting or Extraordinary General Meeting of Members in person or by proxy. Any proxy representing the registered representative must be notified in writing before the meeting.
||Three days' prior notice to Council Members shall be required for a regular Council meeting or an Extraordinary Council Meeting. The quorum shall be more than half the total number of the Council Members and to pass a resolution, a simple majority shall be required. In case of a stand-off in voting due to equal number of votes, the Chairman shall have the casting vote.
||A Council Meeting shall be held once in three months and there is no fixed date for holding an Extraordinary Council Meeting. If there is anything of urgent importance or by written request of not less than seven Council Members, an Extraordinary Council Meeting may be called for.
||The President shall ex-officio Chairman at a Council Meeting.
||There shall be no fixed date for Standing Committee Meeting. On urgent and important matters, a meeting may be convened by the President or Vice President. All resolution made shall be reported to the Council Meeting for Confirmation.
||All Committee Meeting shall be convened by their chairman respectively and their resolutions shall be reported to and confirmed by the Council.
||No member of the Council shall absent himself from any meeting without asking for leave of absence through the secretariat of the Association. Any member failing to turn up at three consecutive meetings without request for leave of absence or with leave of absence for five times shall be regarded as having left his office at his own accord and the vacancy created by him shall be dealt with in a Council Meeting within two months in accordance with Rule 25.
|CHAPTER 10: ELECTION
||To prepare for the general election of each term, the Council shall appoint nine of its members to form an Election Committee during January before the Council is due to retire. The Election Committee should include the President and the five Committee Chairmen and three other Council Members.
||The functions of the Election Committee are as follows:-
- To compile membership list for circulation to all members.
- To notify members of the date of election by circulars and announcement in the press.
- To distribute voting papers to all members.
- To announce the result of the election.
- To decide any matter relating to the elections.
||Every new term of Council members election should be held in the month of March. The new Council shall take office within 14 days after election. The term of office of the existing Council shall cease on the day when the new Council takes office.
||The Election Committee shall dissolve on the day when the new Council takes office.
||The elected Council Members on receipt of notice of their election shall within one week signify in writing their consent or otherwise to accept office.
||The retiring Council shall within a month deliver all documents, books and other matters of this Association to the incoming Council. In case of any omission or errors found therein within four months of such delivery, the retiring Council shall still be held responsible.
|CHAPTER 11: FINANCE & EXPENSES
||A yearly statement of accounts and balance sheets shall be prepared by the Chairman of Finance Committee duly audited by the Auditor and submitted at the Annual General Meeting for approval and publication.
||Funds in the hand of the Chairman of Finance Committee, if more than $2,000/= shall be deposited with the Association's bankers. On drawing this Association's seal shall be affixed to the cheque which shall be signed jointly by any two of the following officers: the President or Vice President (either one) and the Chairman of Finance Committee or the Chairman of General Affairs Committee (either one).
||The income of this Association shall be derived mainly from entrance fees, monthly subscriptions, special donation by members and house rents.
||Expenses of this Association shall be as follows:-
- Current expenses as covered by the budget drawn up by the Chairman of Finance Committee and are subject to approval at a Council Meeting.
- The President together with the Chairman of General Affairs Committee may sanction special expenses not exceeding $5,000/=, beyond which a council resolution shall first be sought.
|CHAPTER 12: ACQUISITION & DISPOSAL OF PROPERTY
- Subject to the approval obtained from the General Meeting of members, the Council shall have the power to:
- Purchase, take on lease, exchange or otherwise acquire or mortgage such movable or immovable property as are required for the purposes of the Association.
- Invest any funds of the Association on any investments approved, issued or guaranteed by government.
- Sell, realise, vary or otherwise deal with any movable property or investments of the Association.
- Sell, assign, transfer, convey, mortgage or otherwise dispose of any immovable property of the Association.
- Raise or borrow, for the purposes of the Association such sum of money for any investment project.
|CHAPTER 13: AWARDS
||Any member or officer or employee who has done any praiseworthly deed for, or who has contributed sum of money to this Association shall be rewarded in accordance with By-laws framed by the Council.
|CHAPTER 14: DISSOLUTION
- The Association shall not be dissolved, except with the consent of not less than three-fourths of the total number present personally or by representative of this Association, expressed out in an Extraordinary General Meeting of Members convened for the purpose.
- In the event that the Association decides to dissolve, all matters related to the Profit or Loss of the Association should be decided at a General Meeting of members.
- Notice of dissolution shall be given within 7 days of the dissolution to the Registrar of Societies.
|CHAPTER 15: APPENDIX
- Every member shall submit to the Secretariat of his full address in Chinese and English. Any change in address shall be reported immediately to the Secretariat.
- A notice may be served upon any member personally or by post in a prepaid letter addressed to such member at his current registered address and any notice posted to such address shall be considered as having been duly given on the day following such posting to that address (with the exclusion of Sunday and Public Holidays)
- No members shall refuse to be aided by any resolution passed at any meeting on the ground that he has not received the Notice.
- Gambling of any kind such as the playing of paikow, mahjong etc, whether for stakes or not is forbidden in this Association's premises. The introduction of materials for gambling or opium smoking and of bad characters into the premises is also prohibited.
- The funds of this Association shall not be used to pay the fines of members who have been convicted in court.
- This Association shall not attempt to restrict or in other manner interfere with trade or prices or engage in any Trade Union activity as defined in the Trade Union Ordinance.
- This Association shall not hold any lottery of any form.
- This Association shall not indulge in any political activity or allow its fund and or premises to be used for political purposes.
||The Council shall possess a standard seal for the purpose of this Association and shall have power to replace it with a new seal to be kept in their custody, which shall not be used unless duly authorized by the Council and in the presence of the President or Vice President of this Association.
||Deeds, bonds and other contract documents made under seal for and on behalf of this Association with the seal of the Association affixed thereon and signed by the President or Vice President and countersigned by the Chairman of General Affairs Committee shall be deemed to be duly executed.
||The Council may make regulation for the conduct of the affairs of this Association.
||In the event of any question or matter arising out of point which is not expressly provided for in the Rule, the Council shall have the power to use their own discretion.
||Any amendments to these Rules shall be submitted to General Meeting of members for approval.
||These Rules had been previously amended, duly passed at the General Meeting of members and approved by the Registrar of Societies, Singapore on the following dates: