CONSTITUTION OF THE HONG KONG-SINGAPORE BUSINESS ASSOCIATION

1. NAME

This Association shall be known as the "Hong Kong-Singapore Business Association", hereinafter referred to as the "Association"

2. PLACE OF BUSINESS

Its place of business shall be at "8 Marina View, #14-01 Asia Square Tower 1, Singapore 018960" or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies. The Association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, when necessary.

3. OBJECTS

Its objects are:

a. To facilitate successful networking between businessmen of Singapore and Hong Kong.

b. To provide trade services that will include trade enquiry service, information on trade and joint ventures and assistance in business matching.

c. To widen business opportunities and exchange of ideas and experiences through contact with fellow members and invited persons.

4. MEMBERSHIP

4.1 Founding Members of the Association are those members that have paid an Entrance Fee of S$3,000.00 at the inception of the Association. Founding Members will pay an annual membership fee at a preferential rate of S$100.00 per annum. They shall the right to vote and hold office in the Association.

4.2 Membership is open to:

a. Companies, partnerships, sole proprietorships or other organizations duly registered in Hong Kong or Singapore which have an interest in the activities of the Association. These members will be referred to as "Institutional Members". Each Institutional Member will be represented by one of its staff or office bearer. The representative shall be entitled to one vote and hold office in the Association.

b. Individuals who have an interest in the activities and services of the Association. These members will be referred to as "Individual members". Individual members who are above 21 years of age shall be entitled to vote and to hold office in the Association.

4.3 An organization or person wishing to join the Association should submit its/his particulars to the Secretary of the Association on the appropriate forms. Membership will be reviewed by and be decided at the discretion of the Committee. The Committee's decision shall be final.

4.4 A copy of the Constitution shall upon request be furnished to every approved member upon payment of the entrance fee.

5. ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

5.1 The committee may at its discretion vary the Entrance, Subscription and other Dues from time to time.

5.2 a. Entrance Fees: S$300 for Institutional Membership and S$180 for Individual Membership. Entrance fee is payable within two weeks of acceptance to membership, in default of which may be cancelled by order of the Committee. The entrance fee shall be deemed as annual subscription for the first year of membership.

b. Annual subscriptions are payable as follows:

For Founding Membership - S$100 per annum

For Institutional Membership - S$300 per annum

For Individual Membership - S$180 per annum

5.3 Annual subscriptions are payable within the first week of the calendar year. If a member falls into arrears with his subscription or other dues, he shall be informed immediately by the Treasurer. If he fails to settle his arrears within 3 weeks of their becoming due, the President may order that he be denied the privileges of membership until he settles his account. If he falls into arrears for more than 3 months' dues, he will automatically cease to be a member.

5.4 Any additional fund required for special purposes may only be raised from members with the consent of the General Meeting of the members.

6. SUPREME AUTHORITY AND GENERAL MEETING

6.1 The supreme authority of the Association is vested in a General Meeting of the members presided over by the Chairman or in his absence the President.

6.2 An Annual General Meeting shall be held no later than June every year.

6.3 At other times, an Extraordinary General Meeting must be called by the Chairman or in his absence the President on the request in writing of not less than one-quarter of the total voting membership and may be called at anytime by order of the Committee. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within two months from receiving the request to convene the Extraordinary General Meeting.

6.4 If the Committee does not within two months after the date of the 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 10 days' notice to voting members setting forth the business to be transacted.

6.5 At least two weeks' notice shall be given of an Annual General Meeting and at least 10 days' notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting and the Agenda shall be sent by the Secretary to all voting members.

6.6 The following points will be considered at the Annual General Meeting:

a. The previous financial year’s accounts and annual report of the Committee.

b. Where applicable, the election of the office-bearers and a Honorary Auditor for the following term.

6.7 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Secretary one week before the meeting is due to be held.

6.8 At least one-quarter of the total voting membership or 30 voting members, whichever is lesser, present at a General Meeting shall form a quorum.

6.9 In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and 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 make any amendment to the Constitution.

7. MANAGEMENT AND COMMITTEE

7.1 The administration of the Association shall be entrusted to a Committee, consisting of the following Office Bearers, to be elected at each alternate Annual General Meeting:

A Chairman – The Office of the Chairman is only contingent upon HSBA being eligible to head the Federation of the Hong Kong Business Association. At other times the office shall remain vacant.

A President

Two Vice-Presidents

A Secretary

A Treasurer

8 Ordinary Committee Members

7.2 Names for the above Committee Members shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members.

7.3 Election will be either by show of hands or, subject to the agreement of the majority of the voting members present, by a secret ballot. In the event of a tie, the Chairman of the meeting shall have a casting vote.

7.4 All Office Bearers, except the Treasurer, may be re-elected to the same or related post for any consecutive term of office. Each elected term of office is for a period of two years. All office bearers must be either Singapore Citizens or Singapore Permanent Residents.

7.5 A Committee Meeting shall be held at least once every 4 months after giving seven days' notice to Committee Members. The President may call a Committee Meeting at any time by giving at least five days' notice. At least half of the Committee Members must be present for its proceedings to be valid.

7.6 Any member of the Committee absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Committee and a member may be co-opted by the Committee as a successor to serve until the next Annual General Meeting.

7.7 Any change in the Committee shall be notified to the Registrar of Societies within two weeks of the change.

7.8 The duty of the Committee is to organize and supervise the daily activities of the Association. The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meetings.

7.9 The Committee has power to authorize the expenditure of a sum not exceeding S$100,000 per month from the Association's funds for the Association's purposes.

8. DUTIES OF OFFICE-BEARERS

8.1 The Chairman shall represent the Association in all its international dealings, specifically with the Federation of Hong Kong Business Associations Worldwide.

8.2 The President shall preside at all meetings of the Association and its Committee. He shall also represent the Association in its dealings with outside persons within Singapore. Outside Persons shall be defined as anyone who is not a member of HSBA. 

8.3 In the event that the office of the President is vacant, the Chairman shall assume the duty of the President. 

8.4 The President shall manage the Association and its activities and shall preside in all meetings of the Association and its Committee. The President shall only take office upon the Chairman taking office at the Chairman of the Federation. In the meantime, the President will remain the President Elect and will understudy the President. 

8.5 The Vice-Presidents shall assist the President and one shall deputize for him in his absence according to the President's nomination. 

8.6 The Secretary shall keep all records of the Association and shall be responsible for their correctness. He will keep Minutes of all meetings of the Association and its Committee. He shall maintain an up-to-date Register of Members at all times.

8.7 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Association and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorized to expand up to S$500 per month for petty expenses on behalf of the Association. He will not keep more than S $500 in the form of cash and money in excess of this will be deposited in a bank to be named by the Committee. Cheques, etc for withdrawals from the bank will be signed by the Treasurer and either the President or the Vice-President or the Secretary.

8.8 All Ordinary Committee Members shall assist in the general administration of the Association and perform duties assigned by the Committee from time to time.

9. AUDIT AND FINANCIAL YEARS

9.1 One voting member, not being a member of the Committee, shall be elected as Honorary Auditor at each alternate Annual General Meeting and will hold office for a term of two years only and shall not be re-elected for a consecutive term.

The Honorary Auditor:

a. Will be required to audit each year's accounts and present a report upon them to the Annual General Meeting.

b. 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.

9.2 The financial year shall be from 1 st January to 31st December.

10. TRUSTEES

10.1 If the Association at any time acquires any immovable property, such property shall be vested in the trustees subject to a declaration of trust.

10.2 The trustees of the Association shall :

a. Not be more than four and not less than two in number.

b. Be elected by a General Meeting of members.

c. Not effect any sale or mortgage of property without prior approval of the General Meeting of members.

10.3 The office of the trustee shall be vacated :

a. If the trustee dies or becomes a lunatic of unsound mind.

b. If he is absent from the Republic of Singapore for a period of more than one year.

c. If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee.

d. If he submits notice of resignation of his trusteeship.

10.4 Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given at least 2 weeks before a 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.

10.5 The addresses of immovable properties, names of trustees and any subsequent change must be notified to the Registrar of Societies.

11. PROHIBITIONS

a. The funds of the Association shall not be used to pay the fines of members who have been convicted in Court.

b. The 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.

c. The Association shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price of any discount, allowance or rebate relating to any goods or service which adversely affect consumer interests.

d. The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

e. The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Committee or members unless with the prior approval of the relevant authorities.

f. Gambling of any kind, 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.

g. The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Director, Criminal Investigation Department and other relevant authorities.

12. AMENDMENTS TO CONSTITUTION

12.1 No alteration or addition/deletion to any part of the Constitution shall be made except at a General Meeting and with the consent of two-third of the voting members present at the General Meeting and they shall not come into force without prior sanction of the Registrar of Societies.

13. DISSOLUTION

a. The Association shall not be dissolved, except with the consent of not less than three-fifth of the total voting membership of the Association for the tine being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.

b. In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds will be disposed of in such a manner as the General Meeting of members may determine or donated to an approved charity or charities in Singapore.

c. A Certificate of Dissolution shall be given within seven days of the dissolution to the Registrar of Societies.

14. INTERPRETATION

In the event of any question or matter arising out of any point pertaining to the day-to-day administration of the Association which is not expressly provided for in the Constitution the Committee shall have the power to use its own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

15. DISPUTES

In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extra-Ordinary General Meeting in accordance with the Constitution. Should the members fail to resolve the matter, they may, first, bring the matter for Mediation and if not resolved to a Court of Law in Singapore for settlement. 

(revised Apr 2018)

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