Constitution of Autism Association (Singapore)

Constitution of Autism Association (Singapore)
  1. NAME
    The society shall be called the "Autism Association (Singapore)", hereinafter called the “Association”. 
     
  2. PLACE OF BUSINESS
    The place of business of the Association shall be at 101 Bukit Batok West Avenue 3 #01-01 Singapore 659168 or at such other address as the Board of Management may from time to time decide, subject to the Registrar of Societies' approval. The Association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities.
     
  3. OBJECTS
    1. To identify, promote and encourage the treatment, education, welfare and acceptance of persons with autism. Also to watch over, protect and act in the interests of persons with autism or autism-like features.
       
    2. To stimulate public awareness and understanding of autism, and promote community involvement and support for persons with autism and their families. To familiarise and advise the community of the special skills, services and understanding necessary for the care and management of persons with autism so as to assist such persons to develop their full potential.
       
    3. To encourage, promote and facilitate research into the causes, diagnosis and treatment of autism and associated conditions.
       
    4. To do such other things as are conducive or incidental to the attainment of the above objects or any of them, the Association may:
      1. provide assistance and advice for families of persons with autism.
         
      2. provide and maintain suitable premises and equipment for the purposes of the Association. To encourage and promote establishment and improvement of day care and residential centres and other facilities for the training, development and support of persons with autism.
         
      3. provide publications, courses and other facilities for imparting of knowledge and exchange of ideas in respect of autism.
         
      4. liaise with government departments and other organisations, agencies, professionals and other persons within the country and outside, interested in and having expert knowledge in the welfare of persons with autism.
         
      5. safe-keep the income and property of the Association whensoever derived, for sole application towards the promotion of the objects of the Association and ensure that no portion thereof shall be transferred directly or indirectly by way of profit to the members.
  4. MEMBERSHIP
    Membership shall be unlimited and open to all persons and corporations who subscribe to the objects of the Association. Membership shall consist of the following classes:
    1. Ordinary Membership
      All persons of the age of twenty-one (21) and above and of sound mind shall be eligible to apply for Ordinary Membership in the Association.
       
    2. Corporate Membership
      Corporate Membership shall be open to all voluntary and commercial organizations, clubs and institutions of learning who in the opinion of the Board of Management would contribute to and further the objects of the Association. A Corporate Member shall nominate one (1) representative to represent it in the Association.
       
    3. Life Membership
      All those who are eligible to apply for Ordinary Membership are eligible to apply for Life Membership on payment of a high subscription fee equivalent to ten times of the prevailing annual subscription.  Life Members shall be exempted from paying annual subscription. Life Members shall enjoy all rights and privileges of Ordinary Members.
       
    4. Honorary Membership
      The Board of Management may from time to time elect as an Honorary Member any person who has achieved eminence in the field of autism, or has distinguished himself by contributing financially to the Association.
  5. PATRONS-IN-CHIEF AND PATRONS
    The Association may, on the recommendation of the Board of Management at any General Meeting, appoint:
    1. A Patron-in-chief and/or
       
    2. Patron(s), not exceeding four (4) in number.
    The appointment of a Patron-in-chief and/or Patron(s) shall be from amongst persons who have achieved eminence or distinguished themselves in the medical, academic, business or professional community or in public life, or have rendered distinguished services to the nation.
     
  6. RIGHTS AND DUTIES OF MEMBERS
    1. Ordinary Member, Life Member and Corporate Member shall be entitled to nominate or second a candidate for election, vote at the General Meetings or be elected to hold office in the Board of Management, provided he is not in arrears of subscription.
       
    2. It shall be the duty of each member to see that his subscriptions are paid regularly without demand.
       
    3. If at any time it is the opinion of the Board of Management that the interests of the Association so require, the Board of Management shall in writing request any member to resign from the Association within seven (7) days and in default of such resignation to expel such member at a special Board of Management Meeting convened for that purpose. The defaulting member shall be given notice in writing of such meeting, which notice shall also inform the member of his opportunity to present his case before the meeting, either orally or in writing. A resolution of expulsion shall require a two-thirds majority vote of the Board of Management Members present. The Board of Management shall have power to deny the member the privileges of membership and exclude him from the Association's premises until such meeting has been held.
  7. CONFLICT OF INTEREST
    1. Whenever a member of the Board of Management is in any way, directly or indirectly, has an interest in a transaction or project or other matter to be discussed at a meeting, the member shall disclose the nature of his interest before the discussion  on the matter begins.
       
    2. The member concerned should not participate in the discussion or vote on the matter, and should also offer to withdraw from the meeting and the Board of Management shall decide if this should be accepted.
  8. APPLICATION TO MEMBERSHIP
    1. A candidate for membership shall complete a prescribed application form which shall be sent to the Honorary Secretary.
       
    2. A candidate shall be elected to membership by the Board of Management at their sole discretion and no reason needs to be given for an application being rejected.
       
    3. Upon election to membership, the name of the candidate together with such particulars as the Board of Management shall require shall be entered into the membership register and the fact of his election shall be communicated to the candidate.
       
    4. A successful candidate shall be given a copy of the Association’s constitution upon the payment of the prescribed subscription fee.
  9. ANNUAL SUBSCRIPTIONS
    1. The annual subscriptions may be decided and varied from time to time at a General Meeting. Any additional funds required for special purposes may only be raised from members by a majority vote at a General Meeting.
       
    2. For retiree members, the annual subscriptions shall be reduced by half.
       
    3. The annual subscriptions shall be payable in advance on 1st April in each year, and any person becoming a member after 1st October shall be liable to pay half the annual subscriptions only for the remainder of that year until the following 1st April.
       
    4. If a member falls into arrears of subscription for one (1) month, he shall be notified by the Honorary Treasurer. In default of his settling his subscription within six (6) weeks after it is due, the Board of Management may order that his name be posted on the Association's notice board and that he be denied the privileges of membership until he settles the same. If he remains in arrears for more than three (3) months, the Board of Management may delete him from the Register of Members.
  10. BOARD OF MANAGEMENT
    1. The management of the Association shall be vested in the Board of Management  consisting of the following who shall be elected at the alternate Annual General Meetings:

      A  Chairman
      A  Vice-chairman
      An Honorary secretary
      An Honorary Treasurer
      Six (6) ordinary Board Members with priority to be given to parents or family members of persons with autism.
       
    2. Candidates for election to the Board of Management must be proposed and seconded by two (2) ordinary Members of the Association and their names must be submitted to the Honorary Secretary at least two (2) weeks before the Annual General Meeting, and every candidate for election must signify in writing his consent to the nomination. Nominations shall be closed seven (7) days before the date of the Annual General Meeting.
       
    3. Board of Management members shall hold term of two (2) years.
       
    4. Election of members as office bearers shall be on a simple majority vote of members present at the alternate Annual General Meeting. Voting shall be conducted by a show of hands at the request of any member, or by secret ballot. In the event of a tie, the Chairman of the meeting shall have a casting vote.
       
    5. Members of the Board of Management shall, on completion of their term of office be eligible for re-election save that any member who holds the post of Honorary Treasurer shall not be eligible for re-election to the same or related post for a consecutive term.
       
    6. Except for the 1st Annual General Meeting, a candidate for election to the Board of Management must have been a member of the Association for at least one (1) year before he can be proposed as such candidate unless there are insufficient candidates with the requisite qualifications to fill all the posts.
       
    7. The duty of the Board of Management is to organise and supervise the daily activities of the Association.  The Board of Management shall not act contrary to the expressed wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meeting.
       
    8. The Board of Management may:
      1. Co-opt such ordinary Member(s) as may be needed to fill any casual vacancy to serve until the next election at the Annual General Meeting.
         
      2. Appoint any special Committee(s) or Sub-Committee(s) of three (3) to five (5) members with such powers and duties as the Board of Management may determine.
         
      3. Invite any person(s) to be present at any Board of Management Meeting and to participate at such a meeting provided that such person(s) shall not have the right to vote.
    9. The Board of Management may from time to time appoint a paid officer or officers to carry out such duties as the Board of Management may determine, save that nothing shall be construed as the Board of Management or any member of the Board of Management abdicating the responsibilities or which the Board of Management and/or its members have been elected/co-opted into.
       
    10. All employees of the Association shall not be eligible for election to the Board of Management.
       
    11. Board of Management Meetings
      1. Board of Management Meetings shall be held at least once every three (3) months after seven (7) days' notice to members.  The Chairman may call a Board of Management Meeting at any time by giving five (5) days' notice.
         
      2. At least half of the members of the Board of Management present shall form a quorum.
         
      3. Any member of the Board of Management who is absent for three consecutive meeting without satisfactory explanations shall be deemed to have withdrawn from the Board of Management. A successor may be coopted by the Board of Management to serve until the next Annual General Meeting.  Any change in the Board of Management shall be notified to the Registrar of Societies and the Commissioner of Charities within two (2) weeks of the change.
    12. The Board of Management has power to authorise the expenditure of a sum not exceeding $200,000 per month from the Association’s funds for the purposes of carrying out the activities of the Association. The above sum however does not include capital expenditures, which the Board of Management needs to approve separately.
  11. RIGHTS AND DUTIES OF OFFICE BEARERS
    1. Without prejudice to the rights and duties usually attached to such office bearers, their duties shall be as follows:
      1. Chairman
        The chairman shall preside at all Board of Management and General Meetings and shall sign the minutes of such meetings after they have been duly confirmed as a correct record thereof.  He shall represent the Association in its dealings with outside persons. The Chairman shall have a casting vote in the event of a tie. The incumbent shall be a parent of a person with autism.
         
      2. Vice-Chairman
        The Vice-Chairman shall assist the Chairman and deputise for him in his absence subject to Rule 9(f), the incumbent shall be a parent of a person with autism.
         
      3. Honorary Secretary
        The Honorary Secretary shall keep all records (except financial) of the Association and shall be responsible for their correctness.  He shall, when instructed by the Chairman, convene and keep minutes of all meetings, conduct correspondence (except financial), maintain an up-to-date register of members, prepare the annual report and perform such duties as may be entrusted to him by the Chairman.

      4. Honorary Treasurer
        The Honorary Treasurer shall be responsible for maintaining proper accounts of all monetary transactions of the Association. He shall receive all monies, keep all funds and disburse all monies on behalf of the Association and be responsible for their correctness. The incumbent shall prepare an annual statement of accounts for presentation at the Annual General Meeting. He is authorised to expend up to $1,000 per month.
         
      5. Ordinary Committee Members
        Ordinary Board Members not having any specific duties shall perform such duties as shall be entrusted to them by the Board of Management from time to time and shall assist in the general administration of the Association.
    2. Every office bearer, by virtue of his agreement to stand for election, undertakes that he has no conflict of interest between his outside activities and his service to the Association.
  12. ADVISORY BOARD
    1. The Association may appoint an Advisory Board to provide expert scientific information and advice, professional consultation and guidance to the Board of Management, and to the Association as a whole.
       
    2. The Advisory Board shall consist of not more than nine (9) members, being distinguished professionals in the field of autism and related conditions,  or who have rendered significant services in advancing the welfare of persons with autism.
       
    3. Members of the Advisory Board shall be confirmed in election by the Association in General Meetings for a term of three (3) years. The Chairman of the Advisory Board shall be elected by its own members.
       
    4. All communication between the Advisory Board and the Board of Management  shall be effected through the respective Chairmen.
  13. FINANCE
    1. The financial year shall be from 1st April to 31st March.
       
    2. The Honorary Treasurer shall, as soon as possible, upon receipt of monies thereof, deposit such sums of money with the Association's bankers.
       
    3. All cheques of the Association shall be signed as follows:
      1. for amounts of up to $1,000.00, jointly by the Honorary Treasurer and Chief Executive Officer of the Association;
         
      2. for amounts of up to $50,000.00, jointly by any two of the Honorary Treasurer, Vice-Chairman and Chairman; and
         
      3. for amounts in excess of $50,000.00; jointly by any three of the Honorary Treasurer, Vice-Chairman, Chairman and a Board member approved by the Board of Management.
    4. Where possible, the Honorary Treasurer shall be one of the signatories to clause (c) ii) and iii) above.
       
    5. The Board of Management shall be authorized to set up an Endowment Fund for such amount and on such terms as the Board of Management may approve.
       
      The purpose of the Endowment Fund is to ensure the availability of long term funding for the Association’s programs.
       
      Such funds shall be invested conservatively, with income and capital preservation as its primary objectives.
  14. AUDIT
    1. The accounts of the Association shall be audited by firm of Public Accountants to be appointed at the Annual General Meeting for the term of one yearIt may be  re-appointed year after year.
       
    2. The firm of Public Accountants:
      1. Will be required to audit each year's accounts and present a report upon  them to the Annual General Meeting.
         
      2. Maybe required by the Chairman to audit the Association's accounts for any period within their tenure of office at any date and make a report to the Board of Management.
    3. The Association shall set up an Audit Committee to perform the functions formally associated with that of any audit committee.  The Audit Committee shall comprise not less than 3 and not more than 5 members.  The majority of members are to be nonBoard of Management members.  The Audit Committee shall meet at least twice a year.  Terms of reference of the Audit Committee to be established by the Board of Management in consultation with external auditors.
  15. SUPREME AUTHORITY AND GENERAL MEETINGS
    1. The supreme authority of the Association is vested in a General Meeting of the members presided over by the Chairman.
       
    2. Annual General Meeting
      1. The Annual General Meeting shall be held by June. Notice of meeting stating the date and place of meeting will be posted by the Honorary Secretary to members not less than twenty-eight (28) days before the date of the meeting.
         
      2. At least thirty (30) members or 25% of voting members, whichever is lesser, present and entitled to vote shall form a quorum at an Annual General Meeting. Provided that if a quorum is still not present after an adjournment of thirty (30) minutes from the time fixed for the meeting, those present and entitled to vote shall constitute a quorum, but they shall not have the power to amend the constitution of the Association.
         
      3. All motions for amendments to the constitution and all resolutions to be passed at the Annual General Meeting shall be formulated in writing and signed by the person proposing the same and countersigned by a seconder for inclusion in the agenda of the meeting, so as to reach the Honorary Secretary not less than fourteen (14) days before the date fixed for the meeting.
         
      4. The business of the Annual General Meeting shall be:
        1. To consider and adopt reports of the Board of Management and the audited accounts for the preceding financial year.
           
        2. To consider and decide on all matters included in the agenda.
           
        3. To elect the Board of Management in alternate years and to appoint a firm of Public Accountants as Auditor every year.
    3. Extraordinary General Meeting
      1. An Extraordinary General Meeting shall be convened on the instruction of the Chairman:
        1. whenever the Board of Management or the Chairman may deem it desirable; and
           
        2. at least thirty (30) members or 25% of voting members, whichever is lesser, present and entitled to vote, stating the purposes and reasons for such a meeting. The meeting shall be convened within twentyeight (28) days of receipt by the Chairman of such request.
      2. Notice of the meeting stating the date and place of the meeting shall be posted by the Honorary Secretary to the members not less than fourteen (14) days before the date of the meeting.
         
      3. If the Board of Management does not within twenty-eight (28) days 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 meeting by giving ten (10) days' notice to voting members, setting forth the business to be transacted.
         
      4. Rules governing the quorum of an Annual General Meeting shall apply to an Extraordinary General Meeting save that if after an adjournment of thirty (30) minutes from the time fixed for such a meeting no quorum be present, the meeting shall be dissolved and no Extraordinary General Meeting shall be convened for the same purpose until a lapse of at least two (2) months from the date thereof. The business at such meeting shall only be that for which purpose the meeting was called.
  16. TRUSTEES
    1. If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
       
    2. The trustees of the Association shall:
      1. Be elected by a General Meeting from among the members of the Association.
         
      2. Be three (3) in number. Provided any vacancy among the trustees however created shall not prejudice or preclude the remaining trustees so long as their number does not fall below two (2), to continue to act and exercise all powers conferred on them as fully and as efficaciously as if their number had not been reduced.
         
      3. Not at the same time be an Honorary Treasurer or Honorary Secretary of the Association.
         
      4. Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.
    3. The office of the trustee shall be vacated:
      1. If the trustee dies or becomes a lunatic or of unsound mind.
         
      2. If he is absent from the Republic of Singapore for a period of more than one year.
         
      3. If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee.
         
      4. If he submits notice of resignation from his trusteeship.
    4. Vacancies in the trusteeship may be filled by election at a General Meeting next after the occurrence of such vacancy or at the same meeting at which a resolution removing any trustee(s) is passed.  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 post to members at least two (2) weeks before the General Meeting at which the proposal is to be discussed. An election or resolution for removal shall be by a majority of members present and entitled to vote.  No member shall be elected a trustee without the member's consent in writing previously obtained.  Every resolution appointing a trustee shall be recorded in the minutes of meeting at which he is appointed.  The result of such General Meeting shall then be notified to the Registrar of Societies and the Commissioner of Charities.
       
    5. The addresses of immovable properties, names of trustees and any subsequent change must be notified to the Registrar of Societies and the Commissioner of Charities.
  17. AMENDMENTS TO THE CONSTITUTION
    The constitution or any part thereof shall not be amended or rescinded except at a General Meeting with the requisite quorum. Any amendment or rescission shall take effect only from the date of approval by the Registrar of Societies and the commissioner of Charities. The constitution may be amended by a resolution passed by a two-third majority vote of members present who are entitled to vote.
     
  18. PROHIBITIONS
    1. Gambling of any kind, whether for stakes or not, is forbidden on the Association's premises. The introduction of materials for gambling or for drug taking and of bad character into the premises is also prohibited.
       
    2. The funds of the Association shall not be used to pay the fines of members, who have been convicted in a court of law.
       
    3. 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.
       
    4. 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 affect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services which adversely affects consumer interest.

    5. The Association shall not, without proper authorization from the relevant authority, hold any lottery whether confined to its members or not, in the name of the Association or its office-bearers, Board of Management or members.
       
    6. The Association shall not indulge in any political activity or allow its funds and/or Premises to be used for political purposes.
       
    7. The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Registrar of Societies and other relevant authorities.
  19. GENERAL
    Notwithstanding any provision to the contrary, the Board of Management shall have power in their absolute discretion to admit or reject any person to the facilities offered by the Association and at any time withdraw such facilities so granted.
     
  20. INTERPRETATION
    In the event of any question or matter arising out of any point which is not expressly provided for in the constitution, the Board of Management shall have powers to use their own discretion to resolve such questions. The decision of the Board of Management shall be final unless it is reversed at a General Meeting of members.
     
  21. 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 the rules in the Constitution.   Should the members fail to resolve the matter, they may bring the matter to a court of law for decision.
     
  22. CESSATION OF CHARITY STATUS
    In the event that the Association ceases to be a registered charity under the Charities Act, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds will be donated to Institution or Institutions of a Public Character with similar objectives which is or are registered under the Charities Act as the members of the Association may determine at the General Meeting, unless otherwise allowed by the Commissioner of Charities.
     
  23. DISSOLUTION
    The Association shall not be dissolved except with the consent of not less than three quarters of the voting members of the Association for the time being resident in Singapore expressed either in person or by proxy at the General Meeting convened for that explicit purpose.
    1. 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 donated to Institution or Institutions of a Public Character with similar objectives which is or are registered under the Charities Act as the members of the Association may determine at the General Meeting.
       
    2. A certificate of the Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies and the Commissioner of Charities.
Last modified on Wednesday, 20 April 2016 10:54