Article 1 Name

This Association shall be known as the “China Enterprises Association (Singapore) or CEA”, hereinafter referred to as the “Association”.

Article 2 Place of Business

The place of business of the Association shall be at “8 Temasek Boulevard, #43-03, Suntec Tower Three, Singapore 038988” or such other address as may subsequently be decided upon by the Council and approved by the Registrar of Societies.

Article 3 Objects

• (I) To promote business interest of Chinese Enterprises in Singapore;

• (II) To promote bilateral economic and trade cooperation between the People’s Republic of China and the Republic of Singapore;

• (III) To promote investment and cooperation between Chinese Enterprises and Singapore Enterprises in Singapore and/or in other countries, and provide services to Chinese Enterprises; and

• (V) To direct Chinese Enterprises to operate in compliance with the law and to compete fairly, and to protect the legal rights and interests of Chinese Enterprises.

Article 4 Definition

Chinese Agency is defined to be any Chinese business or organisation set up in Singapore to provide services on behalf of Chinese Enterprises or organisations.

Chinese Enterprise is defined to be any company whose major shareholder(s) is a Chinese national(s), an enterprise or group of enterprises incorporated in China.

Singapore Enterprise is defined to be any company incorporated in Singapore whose major shareholder(s) is a Singaporean, an enterprise or group of enterprises incorporated in Singapore.

Chapter 2 Meeting Affairs

Article 5 Scope of Meeting Affairs

• (I) To facilitate the entry of Chinese Enterprises into the Singapore market and leverage on the advantage of Singapore as a business hub to develop the business of, and support Chinese Enterprises to develop their businesses in overseas markets in cooperation with Singapore Enterprises;

• (II) To represent the rights and interests of members, set up a service platform to facilitate sharing of information. To set up effective communication and service platform, increase and strengthen sharing of information, and promote the development of member enterprises by establishing efficient communication and coordination mechanism and based on the needs and concerns of members;

• (III) To promote the brand of Chinese Enterprises through such platforms (including the website and official WeChat account of the Association), to encourage members to strengthen the construction of enterprise culture, actively perform social responsibilities and establish good social images through organizing and holding of exchanges, seminars and communication activities;

• (IV) To organize and receive government and economic and trade exchange groups visiting Singapore from China, support and assist the exchange groups to carry out economic and trade exchange and cooperation;

• (V) To carry out relevant works under the instruction of Chinese chambers of commerce and business associations to the extent permitted by the laws and regulations of Singapore;

• (VI) The Association will not participate or engage in any political activity; and

• (VII) The Association shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.

Chapter 3 Members

Article 6 Membership Qualification

• (I) Membership is open to Ordinary Membership, Associate Membership and Institutional Membership:

• 1. Ordinary Membership shall be open to Chinese Enterprises having business in Singapore and Chinese Agencies in Singapore;

• 2. Associate Membership shall be open to Singapore Enterprises who have business interest with Chinese Enterprises; and

• 3. Institutional Membership shall be open to agencies, chambers of commerce and business associations of Singapore, and agencies, chambers of commerce and business associations of other countries in Singapore; and

• (II) A member shall appoint one senior officer as its representative in the Association, and shall notify the Association of the same in writing.

Article 7 Application for Membership

• (I) A person wishing to join the Association should submit his particulars to the Secretariat on a prescribed form; the Council shall have the right to decide as to whether or not to accept an application for new membership, and the decision of the Council shall be final;

• (II) Membership fee shall be paid as required. The membership fee shall be determined by the General Meeting on recommendation from the Council from time to time; and

• (III) A membership certificate will be issued upon approval by the Council.

Article 8 Rights of Members

• (I) An ordinary member may attend the General Meeting and shall have the right to elect Council Members by voting, and to be elected as a Council Member.

• (II) An associate member may attend the General Meeting, but shall have no right to elect Council Members and be elected as a Council Member;

• (III) An institutional member may attend the General Meeting, but shall have no right to elect Council Members and be elected as a Council Member;

• (IV) All members shall have the priority to participate in business meetings, discussions and survey groups, and shall have the priority to be informed of various business opportunities and obtain various services and facilities provided by the Association;

• (V) All members shall have the right to participate in and be informed of the activities of the Association, and shall have the right to put forth requests, comments, criticism and supervision over the work of the Association; and

• (VI) Other interests as provided under the laws, regulations and the Constitution of the Association.

Article 9 Obligations of Members

• (I) To comply with the Constitution and implement the resolutions of the Association;

• (II) To care about and support various works and activities of the Association and to assist in meeting affairs;

• (III) To maintain the legal rights and interests, image and reputation of the Association; and

• (IV) To pay annual membership fee in a timely manner.

Article 10 Termination of Membership

• (I) A person may enter the Association voluntarily and exit the Association at his free will. A member who intends to exit the Association shall notify the Secretariat in writing; and the member fee paid shall not be refundable; and

• (II) If a member falls into arrears with his membership fee by six months, or otherwise act improperly, materially breach the Constitution of the Association and damage the reputation of the Association, the Council shall have the right to cancel his membership.

• (III) Before a member’s membership is cancelled, he shall be given not less than twenty-one (21) days’ notice in writing by the Secretary-General or other person authorized by the Council, informing the member of the nature of the act or conduct rendering that member unfit for membership, and giving that member a chance to be heard by the Council at a meeting to be convened for that purpose.

• (IV) After having heard the member at the meeting convened pursuant to Article 10(III), the Council shall take a vote on the cancellation of the member’s membership and the decision of two-thirds of the Council members present and voting shall prevail. In the event that the Council shall decide to cancel the member’s membership, the concerned member shall thereby cease to be a member of the Association, whereupon all privileges of membership shall forthwith be deemed withdrawn.

• (V) If the concerned member fails to attend the meeting convened pursuant to Article 10(III), the Council shall proceed to deliberate on the question of termination in the member’s absence and shall call for a vote in accordance with Article 10(IV).
• (VI) The Council may delegate its powers and duties under this Article 10 to a sub-committee consisting of not less than three (3) members of the Council who have been members for a continuous period of not less than five (5) years (the Sub-Committee) and the Sub-Committee shall present its findings to the Council, after giving the member the opportunity to be heard, whereupon the Council shall proceed to take a vote as provided for in Article 10(IV).

Chapter 4 General Meetings

Article 11 General Meetings

• (I) The supreme authority of the Association is vested in a General Meeting of the members;

• (II) An Annual General Meeting shall be held within 3 months from the close of its financial year (or such other longer period as may be approved by the Registrar of Societies). An Extraordinary General Meeting may be held upon the decision of the Council as necessary;

• (III) At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership or 80 voting members, whichever is the lesser, and may be called at anytime by order of the Council. 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 this request to convene the Extraordinary General Meeting;

• (IV) If the Council 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 ten days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Association’s notice board;

• (V) The following points will be considered at the Annual General Meeting:

• • (a) The previous financial year’s accounts and annual report of the Council; and

  • (b) Where applicable, the election of office bearers and auditors for the following term.
  • Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Secretariat one week before the meeting is due to be held.
• (VI) The quorum of a General Meeting shall be not less than 25% or 80 voting members (whichever is the lesser) present at a General Meeting. No proxy shall be included in the calculation of the quorum. 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 amend any part of the existing Constitution;
• (VII) A resolution shall be passed by a simple majority of the votes; in the event of a tie, the President shall have a casting vote;
• (VIII) At least 2 weeks’ notice shall be given to all of members of a General Meeting by the Secretariat. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretariat to all voting members. The agenda of the meeting shall be posted on the Association’s notice board at least 4 days in advance of the meeting; and
• (IX) Save as otherwise provided in this Constitution, a member is allowed to appoint another person to vote on his behalf at all General Meetings. Appointment of another person to vote must by way of a written proxy submitted to the Secretariat in advance of the meeting.

Article 12 Functions of General Meeting

• (I) To prepare and amend this Constitution;

• (II) To determine and change the name, logo, etc. of the Association;

• (III) To elect and remove a Council Member;

• (IV) To review the work plan and work report of the Council;

• (V) To appoint the auditor of the Association;

• (VI) To decide on the dissolution and termination of the Association; and

• (VII) Other matters as provided by the laws.

Chapter 5 Council and Council Member

Article 13 Election of Council Member

• (I) The list of candidates for the new Council Members shall be proposed by the existing Council and submitted at the Annual General Meeting for review and approval, which may be passed by a simple majority of the members presenting at the General Meeting;

• (II) 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 President of the meeting shall have a casting vote;

• (III) A new Council Member shall be recommended from the ordinary members by at least 2 existing Council Members, which shall be submitted at the Annual General Meeting for voting after passing the qualification review by the Council;

• (IV) The term of office of a Council Member shall be 2 years. The election of each Council Member shall be held at every alternate Annual General Meeting. A Council Member may serve consecutive terms upon re-election to the same or related post at the expiry of the existing term; the elected Council Member must appoint its senior officer as its representative as Council Member of the Association;

• (V) If a Council Member is transferred away or is otherwise unable to perform his duties as a Council Member during his term of office, the Council Member may appoint another representative to replace him. The leaving Council Member shall notify the Secretariat in writing; and

• (VI) A celebrity or other person having positive contribution to the Association may, upon the review of the Council, act as an honorable council member. An honorable council member shall not have the right to elect or to be elected.

Article 14 Rights of Council Members

• (I) A Council Member shall have the right to elect, to be elected and vote on the internal positions of the Council;

• (II) A Council Member shall have the right of information, right of suggestion and right of supervision in respect of the works, finance and major events of the Association; and

• (III) A Council Member shall have the right to participate in the preparation of policies of the Association.

Article 15 Obligations of Council Members

• (I) To attend Council Meetings and implement the resolutions of the General Meetings and the Council Meetings in a timely manner; and

• (II) To perform the duties of Council Member diligently and carefully.

Article 16 Council

• (I) The Council shall be the executive body of the General Meeting, and shall be the decision-making body, direct the day-to-day operation of the Association and shall be responsible to the General Meeting during the intersessional period of the General Meeting;

• (II) The Council 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;

• (III) The term of each Council shall be 2 years. The Council shall consist of the following to be elected at alternate Annual General Meetings: a President, several Vice Presidents, a Treasurer, a Secretary-General and no more than 50 Council Members;

• (IV) A Council Meeting shall be called and presided over by the President, and at least 2 meetings shall be convened each year. The President shall have the right to convene an interim Council Meeting as the necessity arises;

• (V) If a Council Member is unable to attend a Council Meeting, he may appoint in writing another person to attend on his behalf. The proxy shall be submitted to the Secretariat before the meeting;

• (VI) The quorum of a Council Meeting shall be two-thirds of the total number of Council Members. A resolution passed by a simple majority of more than half of the members present at the meeting shall be valid. In the event of a tie, the President shall have a casting vote; and

• (VI) The Secretariat shall prepare records of Council Meetings. If resolutions are passed, minutes of meeting or resolutions of the Council shall be prepared. Any matter which is required to be reported under the law shall be reported to the Registrar of Societies within two weeks from the date of any change.

Article 17 Functions of the Council

• (I) To convene the General Meeting;

• (II) To propose and generate the list of candidates of Council Members for the new Council, and attend to the election of the new Council;

• (III) To propose the addition or removal of Council Members and submit the same at the General Meeting for voting;

• (IV) To elect and remove the President, the Vice President and Treasurer, and to decide on the appointment and removal of the Secretary-General/Deputy Secretary-General;

• (V) To discuss and decide on the organization structure of the Association and the structure of the Council;

• (VI) To establish relevant functional departments and industrial committees as required by the work of the Association;

• (VII) To supervise the work of the Secretariat; review the work report, financial budget and other special report of the Secretariat; and prepare and review the strategic development plan, internal management policies and major expenditures;

• (VIII) To review and approve membership applications; and to terminate the membership of any member who has acted improperly;

• (IX) To discuss and decide on other major issues of the Association during the intersessional period of the General Meeting; and

• (X) To propose the dissolution and termination of the Association.

Chapter 6 President, Vice President, Treasurer and Secretary-General

Article 18 Election of President

• (I) The President shall be nominated by the Council from the Council Members, and be elected by the Council;

• (II) The head of the President shall be the President of the Association. If the President ceases to act as the President during his term of office, the President may nominate a representative to serve the remainder of his term of office; and

• (III) The President may serve a maximum of two consecutive terms upon the election of the Council.

Article 19 Duties of the President

• (I) The President shall be the legal representative of the Association, who shall direct all respects of works of the Association, preside over all General Meetings, and call and preside over all Council Meetings;

• (II) To supervise the implementation of resolutions of the General Meetings and the Council Meetings;

• (III) To implement the resolution of the Council and to direct the works of the Secretariat; and

• (IV) Other duties as provided under laws, regulations, this Constitution of the Association and by the Council.

Article 20 Election of Vice President, Treasurer and Secretary-General

• (I) The Vice President, the Treasurer and the Secretary-General shall be nominated by the President from the Council Members and be elected by the Council;

• (II) If the Vice President, the Treasurer or the Secretary-General ceases to act as the Vice President, the Treasurer or the Secretary-General respectively, the procedures for the cessation of the Council Member shall apply; and

• (III) The Vice President, the Treasurer and the Secretary-General may serve consecutive terms upon the election of the Council.

Article 21 Duties of the Vice President

• (I) To assist the President in attending to the affairs of the Association within his duties and terms of reference;

• (II) To assist the President to supervise the implementation of resolutions of the General Meetings and the Council, and to actively promote the works of the Association he is in charge of;

• (III) To propose the development plan of and suggestions for functional departments and industrial committees, and to draft the work report of functional departments and industrial committees;

• (IV) To complete the works assigned to him by the Association; and

• (V) Other duties provided under laws, regulations, this Constitution of the Association and by the Council.

Article 22 Duties of the Treasurer

• (I) To establish and improve the financial policies of the Association;

• (II) To coordinate, supervise and direct the day-to-day management, annual budget and use of fund in the finance of the Association;

• (III) To 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. All payments and withdrawals from banks should be authorised by (a) the Treasurer, and (b) either the President or the Vice President or the Secretary-General;

• (IV) To prepare and review the annual financial report of the Association; and

• (V) Other duties provided under laws, regulations, this Constitution of the Association and by the Council.

Article 23 Duties of the Secretary-General

• (I) To direct the day-to-day work of the Secretariat, to assist the President, and to complete the works assigned by the General Meetings, the Council and the President;

• (II) To prepare the work report of the Association and the Secretariat; and

• (III) Other duties provided under laws, regulations, this Constitution of the Association and by the Council.

Chapter 7 Secretariat

Article 24 Staff of Secretariat

• (I) The Secretariat shall be a standing office of the Association, which shall have a Secretary-General, a Deputy Secretary-General / Assistant Secretary-General, etc.; and

• (II) The staff of the Secretariat shall be recruited by the Secretary-General and be approved by the President.

Article 25 Duties of the Secretariat

• (I) To organize and coordinate the implementation of the resolutions and decisions of the General Meetings and the Council Meetings;

• (II) To coordinate and promote the work of functional departments and industrial committees;

• (III) To propose the annual work plan and report of the Association;

• (IV) To organize and conduct the day-to-day works and be responsible for internal and external coordination of the Association;

• (V) To safe keep and update all records of the Association and shall be responsible for their correctness. To maintain an up-to-date Register of Members at all times; and

• Other works assigned by the President and the Council.

Chapter 8 Finance and Asset Management

Article 26 Finance

• (I) The financial year of the Association shall be from 1st June of each year to 31st May of the following year;

• (II) The annual financial report of the Association shall be submitted to the Registrar of Societies;

• (III) A firm of Public Accountants and Chartered Accountants shall be appointed as Auditors at each Annual General Meeting. The term of the Auditors of the Association shall be one year, and the Auditors can be re-appointed upon expiry of the term;

• (IV) The firm of Public Accountants and Chartered Accountants:

•     (a) Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting; and

•     (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 Council;

• (V) Funding of the Association: 1. membership fee; 2. donation; 3. revenue from activities and services within its scope of business; 4. interest income; and 5. other legal income; and

• (VI) The income and property of the Association whensoever derived shall be applied towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred 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 Association or to any of them or to any person claiming through any of them.

Article 27 Asset Management

• (I) The properties and other incomes of the Association shall be protected by the law, and may not be infringed, privately distributed or misappropriated by any entity or individual;

• (II) The Association shall use its properties in accordance with its objective and scope of business activities as set out in its Constitution;

• (III) If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust;

• (IV) Subject to Article 27(III) above, 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 the prior approval of the General Meeting of members;

• (V) 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 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;

• (VI) 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 Association’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 to the Registrar of Societies;

• (VII) The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies.

Chapter 9 Dissolution

Article 28 Dissolution

• (I) The Association shall not be dissolved, unless it is unable to continue to carry on its business activities under the objectives set out in its Constitution;

• (II) The proposal for the dissolution of the Association shall be voted by the Council, be reviewed at the General Meeting and passed by 3/5 or more of the voting members either in person or by proxy, and be reviewed and approved by the relevant authority;

• (III) 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 manner as the General Meeting of members may determine or donated to an approved charity or charities in Singapore; and

• (IV) A Certificate of Dissolution shall be given to the Registrar of Societies within seven days of the dissolution.

Chapter 10 Prohibitions

Article 29 Prohibitions

• (I) 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 Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

• (II) The funds of the Association shall not be used to pay the fines of members who have been convicted in court of law.

• (III) 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.

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

• (V) The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office bearers, Council or members unless with the prior approval of the relevant authorities.

• (VI) The 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.

Chapter 11 Miscellaneous

Article 30

Any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution shall be discussed and resolved by the Council. The decision of the Council shall be final unless it is reversed at a General Meeting of members.

Article 31

The Association shall not undertake any legal liability for any commercial or civil act of any member.

Article 32 Amendment and Interpretation

• (I) This Constitution may be amended or altered;

• (II) Any amendment to or alteration of this Constitution shall come into effect only after the same is passed at a General Meeting with the consent of two-thirds of the voting members present at the General Meeting and after submission and prior written approval by the Registrar of Societies is obtained;

• (III) This Constitution is written in both Chinese and English. In the event of any inconsistency, the English version shall prevail; and

• (IV) The right of interpretation of this Constitution shall vest in the Council.

Article 33 Disputes

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.