CONSTITUTION OF CEA

Name

1. This society shall be known as the “China Enterprises Association (Singapore)”, hereinafter referred to as the “Society”.

Place of Business

2. Its place of business shall be at “8 Temasek Boulevard, Suntec Tower 3 #23-02 Singapore 038988” or such other address as may subsequently be decided upon by the 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.

Objects

3.1 Its objects are:

a To promote business interest of Chinese Enterprises in Singapore.
b. To promote business co-operation between the People’s Republic of China and the Republic of Singapore; and
c To promote investment and joint venture with Singapore Enterprises in Singapore and/or in third countries.

Definition

4.1 In rule 5.1 of this Constitution:

a. Chinese corporation is defined to be any Corporation whose ultimate Holding Company is controlled by the Government or citizens of the People’s Republic of China (with the terms of “Corporation” and “Ultimate Holding Company” as defined under the Companies Act Cap 50.)
b. “Chinese individual” is defined to be a citizen of the People’s Republic of China.

Membership Qualification and Rights

5.1 Membership is open to

Ordinary Membership

Ordinary Membership shall be open to Chinese Corporations/individuals having business in Singapore. Each corporation shall appoint a representative. All ordinary members shall have the rights to vote and to hold office in the Committee.

Associate Membership

Associate Membership shall be open to Singapore Corporations/individuals who has business interest with Chinese Corporations. Each Corporation shall appoint a representative. All associate members shall have no voting rights and shall not be eligible to hold office in the Committee. Individual ordinary members /representatives shall be 18 years of age and above.

All members shall have rights to attend to business meetings, discussions, trips and social functions. The Corporations shall inform the society in writing should there be any changes in the names of the representatives appointed.

Application for Membership

6.1 A person wishing to join the Society should submit his particulars to the Secretary on a prescribed form.
6.2 The Committee will decide on the application for membership.
6.3 A copy of the Constitution shall be furnished to every member upon payment of the entrance fee.

Entrance fees, subscription and other dues

7.1 The entrance fees and subscription shall be determined by the General Meeting on recommendation from the Committee from time to time.
7.2 Annual subscriptions are payable in advance within the first month of the 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 8 weeks of their becoming due, the President may order that his name be posted on the Society’s notice board and 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 and the Committee may take legal action against him provided that they are satisfied that he has received due notice of his debts.
7.3 Any additional fund required for special purposes may only be raised from members with the consent of the general meeting of the members.

Supreme Authority and General Meetings

8.1 The supreme authority of the Society is vested in a General Meeting of the members presided over by the President.
8.2 An Annual General Meeting shall be held in August.
8.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less that 25% of the total voting membership or 50 voting members, whichever is the lesser, 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 2 months from receiving this request to convene the Extraordinary General Meeting.
8.4 If the Committee does not within 2 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 and simultaneously posting the agenda on the Society’s notice board.
8.5 At least 2 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 shall be sent by the Secretary to all voting members. The particulars of the agenda shall be posted on the Society’s notice board 4 days in advance of the meeting.
8.6 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.
8.7 a. The previous financial year’s accounts and annual report of the Committee.
b. Where applicable, the election of office-bearers nad Honorary Auditors for the following term.
8.8 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 on week before the meeting is due to be held.
8.9 At least 25% of he total voting membership or 50 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.
8.10 In the event of there being no quorum at the commencement of 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 amend any of the existing Constitution.

Management and Committee

9.1 9.1 The administration of the Society shall be entrusted to a Committee consisting of the following to be elected at alternate Annual General Meeting:

A President
An Honorary President
Seven Vice-Presidents
A Secretary
Five Deputy-Secretaries
A Treasurer
26 Ordinary Committee Members

9.2 Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members. All office-bearers, except the Treasurer may be re-elected to the same or related post for a consecutive term of office. Both honorary president and president are serving at most one consecutive term of office, ie total four years. The term of office of the Committee is 2 years.
9.3 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.
9.4 A Committee Meeting shall be held at least once every 6 months after giving seven days’ notice to Committee Members. The President may call a Committee Meeting at any time by giving five days’ notice. At least ½ of the Committee Members must be present for its proceedings to be valid.
9.5 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 successor may be co-opted by the Committee to serve until the next Annual General meeting. Any changes in the Committee shall be notified to the registrar of the societies within two weeks of the change. Any committee member, in the event of a transfer from Singapore may nominate a member to replace the vacancy, or in the case of a corporate member, a representative therefrom, subject to the approval of the Committee. Such members shall only serve until the next Annual General Meeting.
9.6 The duty of the Committee is to organize and supervise the daily activities of the Society. 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. All committee members shall endeavor active participation and support of all activities of the Society.
9.7 The Committee has power to authorize the expenditure of a sum not exceeding $5000.00 per month from the Society’s funds for the Society’s purpose.
9.8 The committee has the right to recognize Associate Members and appoint such members as Honorary Committee Members of the association. Honorary Committee Members may participate in the Committee meetings and voice out for the Associate Members. Honorary Committee Members shall have no voting rights and they do not form part of the Committee.

Duties of Office- Bearers

10.1 The President shall chair all General and Committee meeting. He shall also represent the Society in its dealings with outside persons.
10.2 The Vice-President shall assist the President and deputise for him in his absence.
10.3 The Secretary shall keep all records, expect financial, of the Society and shall be responsible for their correctness. He will keep minutes of all General and Committee meetings. He shall maintain an up-to-date Register of Members at all times.
10.4 The Assistant Secretary shall assist the Secretary and deputise for him in his absence.
10.5 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorized to expend up to $1,000.00 per month for petty expenses on behalf of the Society. He will not keep more than $1,000.00 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.
10.6 The Assistant Treasurer, if any, shall assist the Treasurer and deputise for him in his absence.
10.7 Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

Audit and Financial year

11.1 A firm of Certified Public Accountants shall be appointed as Auditors at each Annual General Meeting for a term of 1 year and shall be eligible for reappointment.
11.2 They :
a. Will be required to audit each year’s accounts an present a report upon them to the Annual General Meeting.
b. May be required by the President to audit the Society’s accounts for any period within their tenure of office at any date and make a report to the Committee.
11.3 The financial year shall be from 1st June to 31st May.

Trustees

12.1 If the Society at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
12.2 The trustees of the Society shall:

a. Not be more than 4 and not less than 2 in number.
b. Be elected by a General Meeting of members.
c. Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

12.3 12.3 The Office of the trustee shall be vacated:

a. If the trustee dies or becomes a lunatic or 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 from his trusteeship.

12.4 Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Society’s premises at least two weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified of Societies.
12.5 The address of each immovable properties, name of each immovable properties, name of each trustee and any subsequent change must be notified to the Registrar of Societies.

Visitors and Guests

13.1 Visitors and guests may be admitted into the premises of the Society but they shall not be admitted into the privileges of the Society. All visitors and guests shall abide by the Society’s rules and regulations.

Prohibitions

14.1 Gambling of any kind, whether for stakes or not, 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.
14.2 The funds of the Society shall not be used to pay the fines of members who have been convicted in court of law.
14.3 The Society shall not engage in any trade union activities as defined in any written law relating to trade unions for the time being in force in Singapore.
14.4 The Society 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 or any discount, allowance or rebate relating to any goods or services which adversely affect consumer interest.
14.5 The Society shall not indulge in any political activity or allow its funds and/or premised to be used for political purposes.
14.6 The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office-bearers, Committee or members unless with the prior approval of the relevant authorities.
14.7 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Head, Licensing Division, Singapore Police Force and other relevant authorities.

Amendments to Constitution

15. No alteration or addition/deletion to this Constitution shall be made except at a general meeting and with the consent of two-thirds of the voting members present at the General Meeting, and they shall not come into force without the prior sanction of the Registrar of Societies.

Interpretation

In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, 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.

Disputes

16. 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.

Dissolution

18.1 The Society shall not be dissolved, except with the consent of not less than 3/5 of the total voting membership of the Society for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.
18.2 In the event of he 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 disposed of in such manner as the General meeting of members may determine or donated to an approved charity or charities in Singapore.
18.3 18.3 A Certificate of Dissolution shall be given within seven days of the dissolution to the Registrar of Societies.