Constitution of the British Chamber of Commerce
Last amendments: 2014
This chamber of commerce, which is registered as a society under the Societies Act of Singapore (Cap. 311), shall be called the British Chamber of Commerce.
2. Registered Office
The registered office of the Chamber shall be at 138 Cecil Street, #13-03, Cecil Court, Singapore 069538 or at such other place in Singapore as the Committee may decide from time to time, subject to the approval of the Registrar of Societies.
The mission of the Chamber shall be to offer practical support and advice to its Members, to be the effective and authoritative voice of British business in Singapore and to further British business interests by encouraging British investment in Singapore and elsewhere in the Asia Pacific region.
In furtherance of that mission, the Chamber shall:
a. promote the growth of British business;
b. promote, foster, support and represent the interests of British business;
c. recognise and support Britain's developing economic role as a member of the European Union by promoting, fostering and supporting those initiatives of the European Union conducive to the interests of Member
d. encourage British and European Union investment in Singapore and elsewhere in the Asia Pacific region where that investment is a means of protecting the business of Members;
e. create and maintain an awareness of the benefits of conducting business with Britain and with Members;
f. consider all issues affecting British and European Union business in Singapore and elsewhere in the Asia Pacific region;
g. make representations to the Singapore Government, its agencies and other governmental bodies on issues of concern to the Members;
h. promote business and social interaction with visitors to Singapore having interests relevant to Members;
i. promote business and social interaction between Members and the members of other chambers and business associations in
Singapore and elsewhere in the Asia Pacific region; and
j. do any or all such other things as are conducive to the attainment of that mission.
In this Constitution the following words shall have the following meanings:
“Auditors” shall mean the Auditors appointed in accordance with Rule 24;
“British” shall be construed as pertaining to the United Kingdom of Great Britain and Northern Ireland and its dependent territories;
“Chairman” shall mean the person who chairs any Committee Meeting or General Meeting.
“Chamber” shall mean the British Chamber of Commerce in Singapore as constituted by this Constitution;
“Committee” shall mean the Committee of the Chamber;
“Committee Meeting” shall mean a duly convened meeting of the Committee;
“Committee Member” shall mean a member of the Committee duly elected or co-opted to that office in accordance with this Constitution;
“European Union” shall be construed as pertaining to the member countries at any time of the European Union;
“General Meeting” shall mean an Annual General Meeting or an Extraordinary General Meeting;
“Member” shall mean a Corporate Member, an Associate Member, an Additional Member, an Individual Member or an Honorary Member;
“Membership” shall mean the membership by any Member of the Chamber;
“Nominee” shall mean a person nominated to represent any Voting Member in accordance with Rule 10;
“Patron” shall mean the person at any time appointed to be Patron of the Chamber in accordance with Rule 9;
“Rules” shall mean any of the rules contained in this Constitution;
“Secretariat” shall mean the secretariat of the Chamber at any time; and
“Voting Member” shall mean any Corporate Member or Associate Member.
6. Categories of Membership
a. The Chamber shall have the following categories of Membership, namely:
i. Corporate Members
ii. Associate Members;
iii. Additional Members; iv. Individual Members; and
iv. Honorary Members.
b. The Chamber may also have a Patron in accordance with Rule 9.
7. Eligibility of Membership
7.1. Corporate Members
The following shall be eligible for Membership as a Corporate Member of the Chamber, namely:
a. any British company, partnership, sole proprietorship or other body of persons, whether incorporated or not, transacting business in Singapore or elsewhere in the Asia Pacific region;
b. any company, partnership, sole proprietorship or other body of persons, whether incorporated or not, registered in Singapore with an interest in the promotion of British business in Singapore or elsewhere in the Asia Pacific region; and
c. any company, partnership, sole proprietorship or other body of persons, whether incorporated or not and whether resident in Singapore or not and which is not otherwise eligible for Membership, whose Membership would be consistent with the mission and objects of the Chamber.
7.2. Associate Members
The following shall be eligible for Membership as an Associate Member of the Chamber, namely:
a. any company, partnership, sole proprietor or other body of persons, whether incorporated or not, transacting business in Singapore or elsewhere in the Asia Pacific region which is a member of any registered international or national business association or chamber of commerce or similar organisation in Singapore and which:
i. either has a British-based subsidiary, a substantial British shareholding, employs British management or conducts business with British companies; and
ii. directly or indirectly contributes to business in Singapore or elsewhere in the Asia Pacific region in a manner which can be considered to be of general economic benefit to the European Union; and
b. any registered international or national business association or chamber of commerce or similar organisation in Singapore.
7.3 Additional Members
Each Voting Member shall be entitled to nominate an unlimited number of its employees to be Additional Members of the Chamber.
7.4 Individual Members
The following shall be eligible for Membership as an Individual Member of the Chamber, namely:
a. any person who is a British passport holder resident in Singapore engaged in business in Singapore provided such person is at least twenty-one years of age and would not otherwise be eligible for Membership; and
b. any person, whether or not a British passport holder or not and whether resident
in Singapore or not, of at least twenty-one years of age who is not otherwise eligible for Membership and whose Membership would be consistent with the mission and objects of the Chamber.
7.5 Honorary Members
The Committee may appoint any person to be an Honorary Member of the Chamber for life or such shorter period of time as it may determine in its discretion.
8. Privileges of Membership
8.1 Corporate Members
Each Corporate Member shall be entitled to:
a. attend and speak at General Meetings and be nominated for election to the Commitee;
b. vote at General Meetings and for members nominated to serve on the Committee; and
c. attend all functions of the Chamber and receive its documents and literature.
8.2 Associate Members
Each Associate Member shall be entitled to:
a. attend and speak at General Meetings and be nominated for election to the Committee;
b. vote at the General Meetings and for members nominated to serve on Committee; and
c. attend all functions of the Chamber and receive its documents and literature.
8.3 Additional Members
Each Additional Member shall be entitled to:
a. attend and speak at General Meetings and be nominated for election to the Committee but shall not be entitled to vote at General Meetings or for members nominated to serve on Committee; and
b. attend all functions of the Chamber and receive its documents and literature.
8.4 Individual Members
Each Individual Member shall be entitled to:
a. attend and speak at General Meetings but shall not be entitled to be nominated for election to the Committee or to vote at General Meetings or for members nominated to serve on the Committee; and
b. all functions of the Chamber and receive its documents and literature.\
8.5 Honorary Members
Each Honorary Member shall:
a. be entitled to attend General Meetings at the specific invitation of the Committee but shall not be entitled to be nominated for election to the Committee or to vote at the General Meetings to which such Honorary Member is invited or for members nominated to serve on the Committee; and
b. not be liable for any debts of the Chamber.
8.6 Transferability and Convertibility
Membership shall not be transferable or convertible except as follows:
a. in the case of a Voting Member and provided the prior approval of the Committee is obtained, by transfer to another company within the same group of companies as such Voting Member;
b. in the case of an Additional Member and on prior notice to the Secretariat, by transfer to another employee of the same Corporate Member; and
c. in the case of an Individual Member, by conversion into a Voting Membership provided the conditions for eligibility of such Voting Membership are met and on payment of any additional membership fee arising as a consequence.
a. The Committee shall have the power to appoint a person of suitable standing to act as the patron of the Chamber for a period of five years or, if less, until the resignation of such person from the office of Patron or the termination of that appointment by a resolution passed at a General Meeting provided however that where the Patron is also the holder of a specific appointment in Singapore, such as the British High Commissioner, the intention of this Constitution is that the term of office of such person as Patron would ordinarily expire at the same time as the expiry of that appointment with the successor of such person in normal course being invited to act as the new Patron.
b. The Patron shall be treated as an Honorary Member and shall be entitled to receive all documents and literature of the Chamber.
c. The role of the Patron shall be to provide such guidance and support as the Patron can bestow in order to assist the Chamber in the achievement of its mission and objects.
10. Nominee Representation of Membership
Each Voting Member which is not a sole proprietorship shall be represented by a Nominee who shall be a director, senior manager, partner or person of similar status appointed by such Voting Member for that purpose. Notice of that appointment shall be promptly given in writing to the Secretariat by the Voting Member appointing the Nominee. Any Member may change its Nominee at any time by not less than seven days prior written notice to the Secretariat. A Nominee’s appointment shall cease on resignation or death of the Nominee or on the termination of the Membership of the Member appointing such Nominee.
11. Application for Membership
Each application for Membership shall be submitted through the Secretariat to the Committee for its approval at a meeting of the Committee in accordance with its normal procedures.
12. Election to Membership
Election to Membership shall occur once the relevant application has been approved by the Committee in accordance with Rule 11 and written notification of that approval has been given to the relevant Member by the Secretariat.
13. Entrance Fees
13.1 Voting and Individual Members
An entrance fee shall be payable by each Voting Member and each Individual Member on becoming a Member. The Committee shall have the authority, at its discretion, to determine the amount of the entrance fee payable by Voting Members and Individual Members of the Chamber and the manner in which the same shall be paid to and collected by the Chamber.
13.2 Additional Members and Honorary Members
There shall be no entrance fee payable by any Additional Member or Honorary Member.
14. Annual Subscriptions
14.1 Voting, Additional and Individual Members
The Committee shall have the authority, at its discretion, to determine the amount of the annual subscription fees payable by Voting Members, Additional Members or Individual Members of the Chamber and the manner in which the same shall be paid to and collected by the Chamber.
14.2 Honorary Members
There shall be no annual subscription payable by any Honorary Member.
15.1 Annual Election
The Committee shall be elected annually.
15.2 Composition of Committee
The Committee shall consist of twelve elected Committee Members each from different Members consisting of a President, two Vice-Presidents and nine Committee Members, all of whom shall be Nominees or Additional Members, together with up to six Committee Members co-opted in accordance with Rule 16.7.
15.3 Nominations for Election
a. Nominations for persons to be elected to the incoming Committee signed on behalf of at least two Corporate Members shall be delivered to the Secretary in writing not less than forty-five days before the date of the Annual General Meeting from which that incoming Committee is to hold office.
b. If the persons nominated for election to the incoming Committee are no more than twelve in number then the persons so nominated shall be automatically deemed to be the elected Committee Members of the incoming Committee.
15.4 Contested Election Procedure
If the persons nominated for election to the incoming Committee exceed twelve in number then the incoming Committee Members shall be elected by the Voting Members by a simple majority of votes cast by ballot. For that purpose the Secretary shall issue to all Voting Members, not less than thirty days before the date of the Annual General Meeting, an appropriate form of ballot paper bearing the name of the persons nominated for election as Committee Members. The completed ballot papers shall be returned to the Secretary not less than twenty- one days before the date fixed for the Annual General Meeting.
15.5 Confidentiality of Ballot
a. All voting in accordance with Rule 15.4 shall be by secret ballot with the Secretary taking such steps and instituting such procedures as are reasonably necessary to ensure its confidentiality.
b. No information regarding the manner in which any Voting Member has voted shall be divulged except to the Secretary, who shall be responsible for counting the votes and notifying the existing Committee and the Members of the names of those persons voted in as elected Committee Members of the incoming Committee, and on request made to the President by any two Members and within fourteen days of the ballot, the Auditors, who may at the request of the President inspect and audit the ballot papers and report on the conduct and result of the ballot to the President.
15.6 Tied Vote in Ballot
If two or more persons receive an equal number of votes in the ballot to become an elected member of the incoming Committee then the President shall exercise a second or casting vote unless the President has a conflict of interest in which event such second or casting vote shall be cast by the first existing elected Committee Member who has no such conflict of interest, commencing with a Vice President.
15.7 Election of President and Vice-Presidents
a. The existing President shall chair a meeting of the members of the incoming elected Committee at which an election shall take place by secret ballot among the incoming elected Committee Members to decide the incoming President and VicePresidents for the following year, to take up office from the next Annual General Meeting.
b. The incoming President shall be elected first followed by the incoming Vice- Presidents. Members of the incoming elected Committee standing for President or Vice President may vote in their own favour. In case of a tied vote for the office of President, the existing President may exercise a second or casting vote unless the existing President has a conflict of interest in which event such second or casting vote shall be cast by the first existing elected Committee Member who has no such conflict of interest, commencing with a Vice President. In case of a tied vote for the office of Vice President, the incoming President shall exercise a second or casting vote. Any member of the incoming Committee who is unable to attend the meeting called to elect the incoming President and Vice Presidents may instruct in writing another incoming member or the existing President to vote as a proxy on such person's behalf.
15.8 Notification of Incoming Committee
A list identifying the incoming President, Vice Presidents and other incoming elected Committee Members shall be circulated to Members by the Secretary not less than fifteen days prior to the Annual General Meeting.
15.9 Term of Office
The Committee shall hold office from the close of the Annual General Meeting following its election until the close of the next Annual General Meeting and Committee Members shall be eligible for re-election save as set out in Rule 15.10.
15.10 Mandatory Cessation of Office
A Committee Member shall:
a. cease to hold office if the Member whom such person represents ceases to be a Member; and
b. not serve on the Committee for more than six consecutive years except in the case of being elected President or Vice-President when that term shall be extended to eight consecutive years unless in any such case an extension is approved by a General Meeting. Provided that where a Committee Member is appointed by co-option in the first year of that term, that year shall be disregarded in the reckoning of the six, or as the case may be, eight, consecutive years.
15.11 Procedure for replacing Presidents and Vice- Presidents during a Year of Office
a. If the President ceases to hold office the Committee shall elect one of the Vice- Presidents as President.
b. If any Vice-President ceases to hold office the Committee shall elect in such Vice President’s place one of the other Committee Members as Vice-President.
15.12 Procedure for replacing Committee Members during a Year of Office
If a Committee Member ceases to hold office the Committee shall have power to appoint any person eligible to stand for election to the Committee under these Rules to fill the vacancy. The Committee Member so appointed shall hold office until the next Annual General Meeting.
16. Authority and other Committee Matters
16.1 Resolutions of the Committee
All resolutions of the Committee shall be decided by a simple majority of votes cast by those Committee Members present at a duly convened and quorate Committee Meeting.
16.2 Authority of Committee to Manage Business
The management of the business of the Chamber shall be vested in the Committee which shall exercise all such powers and perform all such acts and things as may be exercised or performed by the Chamber unless such acts and things are required under this Constitution to be exercised or performed by the Members at a General Meeting.
16.3 Banking of Monies
All monies belonging to the Chamber not required for current expenses shall be kept with such banks or financial institutions as the Committee may decide. The Committee shall have the discretion to determine authorised signatories and limitations of authority over bank accounts of the Chamber.
16.4 Borrowing of Monies
The Committee shall have the power in its absolute discretion to establish facilities with such banks or financial institutions as the Committee shall from time to time decide for the purposes of borrowing by way of overdraft, term loan or otherwise such monies as the Committee may consider necessary in order to permit the proper funding of the business of the Chamber provided always that the total amount borrowed at any time shall not exceed S$50,000.
The Committee shall have the power to invest the monies of the Chamber and to deal with the property of the Chamber in such manner as it shall determine in its discretion including investing in such stocks, funds, shares, securities or other investments, as it shall decide.
16.6 Internal Regulations
The Committee shall have power to issue internal regulations from time to time for the management of the Chamber provided such regulations are consistent with this Constitution.
16.7 Co-opted Committee Members and Invitees to Committee Meetings
a. The Committee shall have power to co-opt up to six Committee Members from the Membership and to invite to the Committee Meetings at any time any such persons as the Committee may determine to be appropriate.
b.The Head of the Commercial Section at the British High Commission in Singapore, or such other suitable person as the British High Commission in Singapore may nominate, shall be entitled to attend at all meetings of the Committee in an ex-officio capacity and shall be regarded for the purposes of this Constitution as a co-opted Committee Member.
16.8 Appointment of Secretary
The Committee shall appoint a Secretary, who can be either an elected Committee member or an additional Committee member from outside the elected 12 Committee members, who shall be responsible, among such other duties as the Secretary may be required to perform, for receiving all entrance fees, subscriptions and other monies payable to the Chamber in the absence of the appointment of a Treasurer for that purpose. A Secretary appointed under this Rule shall not serve in that office for more than two consecutive years.
16.9 Appointment of Treasurer
The Committee shall have the power to appoint a Treasurer and may depute to the Treasurer such powers in relation to the receipt of monies due to the Chamber and otherwise as the Committee may decide. Any Treasurer appointed under this Rule shall not serve in that office for more than two consecutive years.
16.10 Appointment of Staff
The Committee shall have power to appoint an Executive Director and such other persons for the purpose of the administration of the Chamber on such terms and conditions as the Committee may determine. All persons so appointed shall be under the general supervision of the President and shall be responsible only to the Committee.
16.11 Determination of Other Matters
The Committee shall have power to determine any issue concerning the Chamber not expressly provided for herein provided such determination is consistent with this Constitution.
16.12 Notice and Frequency of Committee Meetings
a. A notice in writing stating the time, place and agenda of a Committee Meeting shall be circulated by the Secretary to the Committee Members not less than three days before that Committee Meeting is to be held.
b. Committee Meetings shall be held with such frequency as the Committee shall determine but in any event the Committee shall endeavour to meet monthly.
16.13 Quorum and Voting at Committee Meeting
At any meeting of the Committee not less than six Committee Members shall form a quorum.
a. The Committee shall have the power to establish from among the Committee Members or the Members such Sub-Committees as it considers appropriate with such mandate as the Committee may determine.
b. All Sub-Committees so appointed shall report their proceedings to the Committee and shall conduct their business in accordance with the Committee’s directions.
16.15 Chairman of the Committee
The President shall be the Chairman of the Committee or, in the absence of the President, one of the Vice- Presidents or, in the absence of both Vice Presidents, one of the Nominees present chosen in each case by a majority of the Committee Members present.
17. Notice of General Meetings
Notice in writing stating the time, the place and agenda of each General Meeting shall be circulated by the secretary to the Members not less than fourteen days before that General Meeting is to be held.
18. Holding of Annual General Meetings
An Annual General Meeting of the Chamber shall be held not later than the end of June in each year, on a date and at a time and place to be fixed by the Committee, for the following purposes:
a, to receive and, if approved, pass the Accounts of the Chamber for the immediately past year ending 31 December;
b. to appoint the Auditors;
c, to transact any other business referred to in the Notice for the Annual General Meeting; and
d. to transact any other business of which notice in writing shall have been given to the Secretary not less than seven days before the Annual General Meeting.
19. Holding of Extraordinary General Meetings
a. An Extraordinary General Meeting shall be held if the Secretary receives a request requiring the same (which shall also specify the business to be transacted at such a meeting) from either the Committee or not less than thirty Voting Members or twentyfive per cent. of the total Voting Members, whichever is less.
b. Any Extraordinary General Meeting so requested shall be held within sixty days of that request being made.
20. Quorum of General Meetings
The quorum at a General Meeting shall be thirty in number of the Voting Members or twenty-five per cent of the total Voting Members, whichever is less, provided that if within thirty minutes from the time appointed for the meeting a quorum is not present then those present shall be considered a quorum but shall have no power to alter, amend or make additions to any of the existing rules.
21. Proceedings at General Meetings
a. The President shall be the Chairman at all General Meetings unless the President is absent in which event the procedure set out in Rule 16.15 for determining the Chairman of the Committee shall apply equally to that General Meeting.
b. A Nominee may appoint the Chairman, any Additional Member of the Voting Member for which such person is Nominee or the Nominee of another Voting Member as proxy to attend and vote at a General Meeting by a duly signed instrument of proxy which shall be deposited with the Secretary not less than twenty-four hours before the time fixed for holding the Meeting.
c. Save as required under Rules 25 and 27(a), all resolutions at any General Meeting shall be decided by a simple majority of votes cast by those Voting Members present in person or represented by proxy on a show of hands and the counting of each proxy at a duly convened and quorate General Meeting.
22. Minutes of Proceedings
The Committee shall cause minutes to be made of the proceedings of all General Meetings and Committee Meetings. The minutes of each General Meeting shall be read and confirmed at the first Committee Meeting to be convened after that General Meeting and copies of the confirmed minutes shall be circulated to all Members.
23. Trustees of Chamber Property
a. All immovable property of the Chamber, including all leasehold property, and all investments of the Chamber shall be vested in four Trustees who shall hold the same in trust for the Chamber.
b. The Trustees shall be appointed by the Committee which shall have power to remove any of the Trustees so appointed. All vacancies occurring by removal, resignation or death shall be promptly filled.
c.The Trustees shall be indemnified out of the Chamber’s property against all costs, losses, claims and liabilities arising in respect of their trusteeship (except those arising by reason of their negligence or willful misconduct) and shall deal with the property vested in them in such manner as the Committee may from time to time direct as evidenced by a copy of the relevant resolution of the Committee certified by the President or a Vice-President and the Secretary.
A firm of Certified Public Accountants shall be appointed as Auditors at each Annual General Meeting. The Auditors will hold office for one year and shall be eligible for reappointment. They will be required to audit the accounts of the Chamber for each year and to present their report to the Annual General Meeting. The Auditors may also be required by the President to audit the Chamber's accounts for any period within their tenure of office at any date and to report on the same to the Committee. No firm of which any partner thereof is a Committee Member shall be eligible for appointment as Auditors.
25. Alteration of Constitution
This Constitution shall only be amended, varied or supplemented by a resolution passed at a General Meeting convened for that purpose by at least twenty-five per cent of the Voting Members provided in any event that no such amendment, variation or supplement shall come into force unless the same has been approved by the Registrar of Societies.
a. Gambling of any kind such as playing of paikow or Mah-jong whether for stakes or not, is forbidden on the Chamber's premises. The introduction of materials for gambling or opium smoking and of bad characters into the Chamber's premises is prohibited.
b. The funds of the Chamber shall not be used to pay the fines of Members who have been convicted in Court.
c. The Chamber shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any written laws relating to Trades Union for the time being in force in Singapore.
d. Except as authorised by the Commissioner of Estate Duties or other competent authority the Chamber shall not hold any lottery.
e. The Chamber shall not indulge in any political activity or allow its funds or premises to be used for political purposes.
a. The Chamber shall only be dissolved by a resolution passed at a General Meeting convened for that purpose by at least sixty per cent. of the Voting Members.
b. If the Chamber is dissolved, all debts and liabilities legally incurred on behalf of the Chamber shall be fully discharged and the remaining funds will be given to some charitable institution to be determined by the Chamber at the time of winding up.
c. Notice of dissolution will be given within seven days to the Registrar of Societies.
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