WBC Constitution
WOMEN’S BUSINESS CONNECTION
CONSTITUTION
NAME
1. The name of the association shall be WOMEN’S BUSINESS CONNECTION, hereinafter called “the Association”.
AFFILIATION
2. The Association shall be affiliated to the Confederation of Women’s Business Council and other organisations as the Executive Committee deems fit.
REGISTERED OFFICE
3. The registered office of the Association shall be 302 Orchard Road, #11-01 Tong Building Singapore 238862 or at such other address as may be decided by the Association and approved by the Registrar of Societies.
OBJECTS
4.1 The Association is established as a non-political, non-stock and non-profit organisation.
4.2 The aims and objects of the Association are as follows:-
To seek, encourage, support and assist women working in business and in the professions in Singapore and Singapore women working in business and the professions overseas (“business and professional women”) to meet current challenges in sustaining regional economic growth, prosperity and development and to effectively promote, develop and enhance their efforts and activities through the following activities:-
(a) to provide for the systematic exchange of information, expertise, views, experience and technology among business and professional women
(b) to encourage and undertake research and studies on business and professional women and undertake measures for their optimum productive participation in national development
(c) to conduct seminars, workshops, training programmes, conferences, counselling and consultancy services to promote, propagate and enhance women’s capabilities for their business, professional and personal advancement
(d) to receive, give and administer grants and donations of cash, property or services, to organise programmes and activities that will directly or indirectly benefit and enhance the role and position of women in business and the professions
(e) to disseminate through various media, information on women as well as on the different environments in which they operate focusing on the achievements of business and professional women in their chosen fields
(f) to establish and maintain a library, laboratory and other facilities of the Association
(g) to co-operate with other associations or persons if in the opinion of the Association, such co-operation will assist or facilitate the achievement of the objects of the Association
(h) to advocate programmes to connect address women’s business concerns in such areas as technology development, training and access to markets and financing
(i) to forge business alliances and establish commercial networks among women-owned or managed businesses, and with other business groups
(j) to provide information, training and other business services to promote efficiency and competitiveness particularly of women in micro, small and medium enterprises
4.3 In furtherance of its aims and objects, the Association may do and perform any and all things which may be reasonably necessary, proper or convenient for the achievement of the objects of the Association and to exercise any and all rights, privileges, powers and attributes of the Association in general, such as, but not limited to the following:
(a) to acquire by purchase, lease, or other lawful modes of acquisition, such real and personal property as may be necessary to maintain or operate its offices or facilities or to carry out the programmes or projects initiated, sponsored or assisted by it
(b) to maintain a capital fund for investment to enable it to have the funds and earnings with which to compensate its operating management and personnel and enable it to finance programmes and projects that it may promote, organize or implement
(c) to borrow money or obtain equipment on credit as may be required for its operations, programmes and projects and to secure the same by pledge, guarantee or mortgage
(d) to receive, take title to, hold, and use the proceeds and income to stocks, bonds, obligations or other securities of any person, corporation or entity, domestic or foreign, the utilization of which, shall be for the purposes for which the Association has been organized
(e) to enter into any lawful agreement, or any reciprocal concession or cooperation contract or other arrangements that may assist the attainment or enhancement of its objects and purposes
(f) to do all such other things as are incidental or conducive to the attainment of the objects of the Association or to the exercise of its powers.
PATRON(S)
5. The Association may appoint any person or persons deemed to be prominent and capable of furthering the objects of the Association to be the Patron or Patrons of the Association.
MEMBERSHIP
6.1 Eligibility
All business and professional women above the age of 21 years are eligible for membership.
6.2 Application
(a) All applications for membership must be made in the prescribed form and submitted to the Honorary Secretary. All applicants must be proposed and seconded by 2 existing members.
(b) Upon acceptance of the application by the Executive Committee, the applicant shall be notified and upon payment of the entrance and annual membership fees, she shall become a member.
(c) The Executive Committee shall have the power to reject any application without giving any reason.
6.3 Category of Membership
(a) Ordinary Member
Ordinary membership shall be open to any business or professional woman above 21 years who subscribes to the aims and objects of the Association. She shall have the power to vote and hold office.
(b) Associate Member
Associate membership shall be open to any women above 21 years who subscribes to the aims and objects of the Association but is not in business or the professions. She shall have no power to vote and hold office but shall be able to participate in all programmes, activities and projects organised by the Association.
(c) Honorary Member
The Executive Committee, at its discretion, may award Honorary Membership to any person who would be able to contribute to the aims and objects of the Association.
6.4 Privileges of Membership
(a) All members shall be entitled to a copy of the Constitution.
(b) All members shall be entitled to participate in all programmes, projects and activities organized by the Association.
6.5 Discipline
Any member who is found guilty of conduct contrary to this Constitution or prejudicial to the welfare of the Association shall have her membership suspended for a fixed period or terminated by a majority vote of the Executive Committee present at the Executive Committee meeting.
6.6 Register of members
The Executive Committee shall cause to be kept a register of members of the Association and the name and address of each member and the date of joining and cessation of the membership shall be entered into the register.
6.7 Cessation of Membership
(a) A member shall cease to be a member of the Association
(i) on her falling 3 months in arrears of payment of the membership fees
(ii) on her written resignation or death. Any member who wishes to resign from the Association shall give one month’s notice in writing to the Honorary Secretary and shall pay up all dues and settle all her financial obligations towards the Association.
(iii) when she is guilty of any act practice conduct or thing which would bring discredit to the Association or its members or would impair or affect the enjoyment of the Association by the other members or has failed in the observance or committed any breach of the rules or by-laws of the Association. Any member who is convicted of any criminal offence shall cease to be a member with immediate effect.
(b) The Executive Committee shall have the discretion to terminate the membership of any member if she does not participate in any activities of the Association for a continuous period of one year, without satisfactory explanation.
MEMBERSHIP FEES
7.1 The entrance and annual membership fees for all categories of membership shall be determined by the Executive Committee from time to time, subject to the approval of a general meeting of members. Any special fees or dues for particular purposes may only be raised with the consent of members at a general meeting.
7.2 The entrance and annual membership fees are payable within 14 days of notification of approval of membership, in default of which the membership may be cancelled by the Executive committee. Entrance fee and yearly subscriptions for members who are retirees shall be waived and reduced.
7.3 Annual membership fees are payable in advance within 14 days of their becoming due. If a member falls into arrears with her subscriptions or other dues she shall be informed by the Honorary Treasurer. She shall be denied the privileges of membership until she settles the arrears.
7.4 A member who has not paid her annual membership fees or other dues before the date of the Annual General Meeting shall not have the right to vote or stand for election.
7.5 Honorary members and members who are retirees are not required to pay entrance or annual membership fees.
SUPREME AUTHORITY AND GENERAL MEETINGS
8.1 The supreme authority of the Association is vested in a general meeting of the members presided over by the President.
8.2 An annual general meeting of the Association shall be held once a year at such time and at such place as decided by the Executive Committee during the month of June of each year, but not later that end of June.
8.3 All other meetings shall be called “extraordinary general meetings”, which must be called by the President on the request in writing of 25% or more members or by order of the Executive Committee.
8.4 At least 14 days notice shall be given to the Members of an Annual General Meeting and at least ten days’ notice of any other general meeting and such notice shall be sent to members specifying the date, time and place of the meeting and the purpose of the meeting. At the Annual General Meeting, the council shall present the previous years’ accounts and report and hold the election of office-bearers and Honorary Members for the following year.
8.5 Any member who wishes to place an item on the agenda of a general meeting may do so provided she gives notice to the Honorary Secretary 7 days before the meeting is due to be held.
8.6 The quorum for a meeting shall be 15 members or 20% of the ordinary membership, whichever is lower.
In the event of there being no quorum, 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 the Constitution.
8.7 A member who is unable to attend an annual general meeting or EGM can appoint a proxy (using the appropriate proxy form) to attend and vote on her behalf, subject to advance notice from the member to the Association no less than 72 hours prior to the meeting.
Should the member be able to attend the meeting the proxy will be null and void.
EXECUTIVE COMMITTEE
9.1 The management of the Association shall be vested in the Executive Committee which shall comprise of the following office bearers who shall be elected at an annual general meeting:
(i) President
(ii) First Vice-President
(iii) Second Vice-President
(iv) Honorary Secretary
(v) Honorary Treasurer
and up to 10 Executive Committee Members
9.2. Names for the above offices shall be proposed and seconded by members in writing at least 14 days before the relevant Annual General Meeting and election will be on the basis of a simple majority vote. All office bearers shall be eligible for re-election every two years. However, the Honorary Treasurer shall not hold the post for more than 2 years consecutively.
9.3 The Executive Committee shall hold at least 6 meetings in each year after 7 days notice has been given to each Executive Committee member. One half of the members of the Council shall form a quorum.
9.4 The duties of the Executive Committee shall be as follows:-
(a) to organise and supervise the activities of the Association and to make decisions on all matters affecting the Association
(b) to perform its constitutional responsibility
(c) to make, alter, rescind by-laws regulations and operating procedure
(d) to control the budget, plan programmes and projects
(e) to appoint committees and sub-committees and receive reports from them
(f) to authorise any expenditure from the Association’s fund for the Association’s aims and objects
9.5 Where any urgent matter requiring the approval of the Executive Committee arises and it is not possible to convene a meeting, the Secretary may obtain such approval by means of a circular letter. The following conditions must be fulfilled before a decision of the Executive Committee is deemed to have been obtained:-
(a) The issue must be clearly set out in the circular and forwarded to all members of the Executive Committee
(b) The decision must be by majority vote of the members of the Executive Committee
Any decision obtained by circular letter must be recorded in the minutes thereof.
9.6 Committees
The Executive Committee shall appoint such committees as may be necessary and each committee shall be headed by a Chairman who shall report regularly to the Executive Committee.
DUTIES OF THE OFFICE BEARERS
10 The duties of the office-bearers are as follows:
(a) The President shall act as Chairman at all Executive Committee and General Meetings. She shall have the casting vote at all Executive Committee meetings and shall also represent the Association in its dealings with outside persons.
(b) The Vice-President shall assist the President and deputise for the latter in her absence or appoint a member of the Executive Committee to deputise for the President in the absence of both the President and the Vice-President.
(c) The Honorary Secretary shall keep all records, except financial, of the Association and shall keep full and accurate minutes of the Executive Committee and General Meetings. She shall maintain an up-to-date Register of Members of the Association.
(d) The Honorary Treasurer shall receive all moneys of the Association and shall disburse the same under the direction of the Executive Committee. She shall keep an account of all monetary transactions and shall maintain records of the accounts of the Association.
(e) The Executive Committee shall arrange for bank accounts for the Association and the Treasurer shall promptly deposit all funds received on behalf of the Association. Cheques shall be signed by the Honorary Treasurer jointly with the President or the Vice-President or any Executive Committee member appointed by the Executive Committee for this purpose.
(f) The 10 Ordinary Executive Members shall assist the Executive Committee in the general administration of the Association and perform any other duties assigned to them by the Executive Committee.
(g) Any member of the Executive Committee who is absent from three Executive Committee Meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from the Executive Committee, and a successor may be co-opted by the Executive Committee to serve until the next annual general meeting. Any changes in the Executive Committee shall be notified to the Registrar of Societies within four weeks of the change.
AUDITORS
11.1 The Association shall appoint 2 or more voting members, not members of the Executive Committee as Honorary Auditors at each annual general meeting and they will hold office for one year only and may be re-elected. They will be required to audit each year’s accounts and present a report to the annual general meeting. They 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 Executive Committee.
11.2 At the recommendation of the Executive Committee, the Association may, at the annual general meeting, appoint a firm of public accountants as Auditors on terms to be determined by the Executive Committee.
11.3 The financial year shall be from 1st May to 30th April.
LEGAL ADVISER
12 The Association shall appoint one or two members as Honorary Legal Advisers at each Annual General Meeting and she/they will hold office for one year and may be re-elected.
TRUSTEES
13.1 All immovable property shall be vested in at least two but not more than four trustees appointed by the Executive Committee and confirmed under a Declaration of Trust.
13.2 The trustees shall not sell, withdraw or transfer any of the property of the Association without the consent and authority of a General Meeting.
13.3 Any trustee may at any time resign her trusteeship. If a trustee dies or becomes a lunatic or of unsound mind or moves permanently or is absent from the Republic of Singapore for a period of one year, she shall be deemed to have resigned her trusteeship. If a trustee is guilty of misconduct of such a kind as to render it undesirable that she continues as a trustee, a General Meeting may remove her from her trusteeship.
PROHIBITIONS
14.1 Gambling of any kind and the playing of paikow or mahjong whether for stakes or not, is forbidden on the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
14.2 The funds of the Association shall not be used to pay the fines of members who have been convicted in Court.
14.3 The Association shall not engage in trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
14.4 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 effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services to be supplied by them.
14.5 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Executive Committee or members.
14.6 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
14.7 The Association shall not raise funds from the public for whatever purpose without the prior approval in writing of the Registrar of Societies and other relevant authorities.
AMENDMENTS TO CONSTITUTION
15 No alterations or additions/deletions to the Constitution shall be made except at a general meeting, and they shall not come into force without the prior sanctions of the Registrar of Societies. There must be a quorum of 15 members or 20% of the ordinary membership, whichever is lower, at the general meeting before any amendments to the Constitution can be passed.
DISSOLUTION
16.1 The Association shall not be dissolved, except with the consent of not less than three fifths of the members of the Association for the time being resident in Singapore expressed, either in person or by proxy at a general meeting convened for the purpose.
16.2 In the event of the Association being dissolved as provided above, the Executive Committee shall discharge all debts and liabilities legally incurred on behalf of the Association and the remaining funds will be donated to the Community Chest of Singapore.
16.3 A notice of dissolution shall be given within 14 days of the dissolution to the Registrar of Societies.
Updated on 25 June 2008 |
