THESE RULES AND REGULATIONS (“RULES”) are adopted by the CANADIAN CHAMBER OF COMMERCE IN SINGAPORE (Chambre de commerce du Canada a Singapour (hereinafter “CanCham”) on (date).
Additional Corporate Representatives means any additional individual Corporate Representative nominated by any Corporate Member, subject to the approval of the ExCo in accordance with Section 4.2.
Adjourned Meeting means any subsequent meeting following properly schedule General Meeting at which there were not sufficient Members to constitute a quorum held in accordance with Section 7.5.
Commencement Date means the first day of the month in which membership becomes effective.
Corporate Member means any company, firm or other incorporated body of persons registered to carry on business in Singapore or the Singapore representative office of any foreign company that is registered as a Member of CanCham.
Corporate Representative means an individual nominated by a Corporate Member to represent the Corporation at CanCham.
ExCo means the Executive Committee of CanCham.
ExCo Member means any individuals appointed to the ExCo from time to time, including any Members and/or Corporate Representatives of any Corporate Members.
ExCo Meeting means any meeting of the ExCo held in accordance with Section 6.
Founding Member means any Member whose membership commenced on or before August 31st, 2012.
Honorary Member means any individual invited to be an Honorary Member by the ExCo.
Individual Member means any individual Canadian citizen or permanent resident or any individual who is either resident in or engaged in business in Singapore that is registered as a Member of CanCham.
Major Corporate Member means any Corporate Member that joined on or after September 1st, 2003 that enjoys benefits of a Major Corporate Member as listed from time to time by CanCham.
Member means any Corporate Member, Founding Member, Honorary Member, Individual Member, Major Corporate Member, Overseas Member, or Young Professional Member that is properly registered with CanCham.
Officers means any ExCo officers appointed in accordance with Section 5.4.
Overseas Member means any member normally resident outside Singapore
Property means any immovable property acquired by CanCham from time to time.
Renewal Date means the date the annual membership period ends which, unless amended in accordance with these Rules, shall be August 31st of each year.
Rules mean these Rules and Regulations.
Young Professional Member means any qualifying Individual Member under thirty-five (35) years old.
2. Name and Address
The name of the society shall be the CANADIAN CHAMBER OF COMMERCE IN SINGAPORE (Chambre de commerce du Canada à Singapour).
The registered place of business shall be at 7 Jurong West Street 41 Singapore 649414, or at such other address in Singapore as may be determined from time to time by the ExCo and approved by the Registrar of Societies.
3.1 To provide a forum in Singapore for individuals and companies with mutual interest in Canada-Singapore commercial relations to meet, discuss, and exchange ideas and information on an informal basis.
3.2 To represent, express, and give effect to the views of the Canadian business community in Singapore regarding trade, investment, finance, industry, and related matters.
3.3 To promote the development of commerce between Canada and Singapore.
3.4 To facilitate liaison between the Canadian business community in Singapore and the Canadian Government through the Canadian High Commission.
3.5 To promote and organize any scheme of assistance or any scheme for raising and dispensing funds for charitable, educational, or benevolent purposes amongst Members or other persons.
3.6 To do all such other lawful things as are incidental or conducive to the attainment of the above-listed objectives.
The Members of CanCham shall consist of Corporate, Founding, Honorary, Individual, Major Corporate, Overseas, and Young Members as defined in Section 1, subject to each Member completing the registration requirements and annual subscription fees in accordance with Sections 4.3 to 4.5.
4.2 Each Corporate Member may, upon payment of its Entrance Fee, nominate up to two (2) individuals (“Corporate Representatives”) to represent the corporate body or representative office at CanCham. Each nomination shall be submitted in writing to the Secretary and shall include the name, address, and occupation or business activity of the nominated individual as well as the individual’s affiliation with the corporate body or representative office. The ExCo may review and allocate an increase in the number of Corporate Representatives for certain Corporate Members on a case by case basis determined, in part, on the additional Corporate Representative providing benefits to CanCham initiatives and activities.
Each Corporate Representatives shall enjoy all rights and privileges of Individual Members, save for voting rights, for as long as the Corporate Member remains a Member unless the Corporate Member revokes the Corporate Representative’s appointment as its representative with CanCham in accordance with this Section 4.2. Each Corporate Member shall be entitled to a single vote at any relevant CanCham matters which shall be delivered by the Corporate Representative(s) of the Corporate Member. In the event that the Corporate Representatives are unable to agree on the vote and/or cast conflicting votes for a single request, no vote shall be recorded for the Corporate Member.
A Corporate Member shall be entitled to remove and/or replace any of its two (2) Corporate Representatives by delivering written notice of the amendment to the Secretary and paying a fee in the amount of SGD 25 per amendment. The written notice shall include the name, address, and occupation or business activity of the nominated individual as well as the individual’s affiliation with the corporate body or representative office. Any replacement of an additional Corporate Representative shall be subject to the ExCo’s determination that the new additional Corporate Representative will also provide benefits to CanCham initiatives and activities.
4.3 Application for Membership
An application for membership shall be submitted to the Secretary in writing and shall include the name, address, and occupation or business activity of the nominated individual, corporate body, or representative office. The determination of whether to approve an application for membership shall be made by the ExCo in accordance with Section 6.1.
A copy of these Rules shall be provided to each new Member upon payment of their entrance fee.
4.4 Membership Fees
Each Member, with the exception of any Honorary Members, shall be responsible for entrance and/or annual fees in accordance with the following chart:
Major Corporate Member
Corporate Representative (up to 2 per Corporate Member)
Additional Corporate Representative (subject to approval by ExCo)
Young Professional Member
The annual fee shall, subject to approval, entitle a Member to membership for a period of one (1) year running from September 1st to August 31st (the “Renewal Date”).
4.5 Payment of Fees
The entrance fee must be paid before a Member is entitled to enjoy the rights or privileges of membership.
The annual fee shall be due and payable on the first day of the month in which the membership becomes effective (the “Commencement Date”) and shall be paid within three (3) months of the Commencement Date. In the event that a Member joined for a period less than twelve (12) months, the Member’s annual fee for the first year of membership shall be prorated accordingly.
Subsequent annual fees shall be payable within three (3) months of the Renewal Date.
In the event that the annual fee is not paid within three (3) months of the Commencement Date or Renewal Date, which is applicable, it will be deemed that the Member has voluntarily resigned membership with CanCham.
4.6 Amendment of Fees
The above-listed fees may be amended from time to time by the ExCo in accordance with Section 6.1. Any variation shall be subject to the approval of the Members at the next Annual or Extraordinary General Meeting. In the event the Members do not approve of the variation, the ExCo shall refund or level the excess or additional fees as necessary.
Any special fees for a particular purpose may only be raised from Members with the consent of a General Meeting of the Members.
Any Member shall cease to be a Member upon the occurrence of any of the following:
Submission of a formal written letter of resignation;
Failure to pay annual fee within three (3) months of either the Commencement Date or Renewal Date in accordance with Section 4.5; or
Upon termination of membership by resolution passed with the assent of at least two-thirds (2/3) of the ExCo Members present.
5. Executive Committee
5.1 Responsibilities of the Executive Committee
The ExCo is responsible for managing the affairs of CanCham as well as the application, disposal, and investment of its funds. In particular, the ExCo shall have the authority to take lease of premises for the purposes of CanCham’s affairs for such term and upon such conditions as it deems appropriate and may apply CanCham funds for the purposes of fitting up and/or renovating such premises. Further, the ExCo shall have the power to employ or engage such persons upon such terms and conditions it deems appropriate for the purposes of CanCham.
5.2 Composition of the Executive Committee
The ExCo shall be composed of between seven (7) and sixteen (16) individuals who are either Members or the Corporate Representatives of Members (hereinafter the “ExCo Members”). The ExCo shall include two (2) permanent ExCo Members and between five (5) to fourteen (14) elected ExCo Members, of which at least two (2) must be Canadian citizens.
5.3 Appointment of ExCo Members
The two (2) permanent ExCo Members shall be the Canadian High Commissioner to Singapore, who shall serve as the Honorary Chairman, and the Canadian Commercial Counselor to Singapore.
Save for the two (2) permanent ExCo Members, all ExCo Members shall be elected for a period of one (1) year at the Annual General Meeting in accordance with Section 7.2. In the event of any casual vacancy occurring by the retirement or death of an ExCo Member during the term, the ExCo may appoint another qualified Member to fill such vacancy until the next Annual General Meeting.
5.4 Executive Committee Officers
The ExCo shall include the following officers (the “Officers”): (i) Chairperson; (ii) President; (iii) Vice President; (iv) Secretary; and (v) Treasurer.
The first Officers shall be appointed by the ExCo Members at the first ExCo Meeting held in accordance with Section 6. All subsequent appointments shall be made at each Annual General Meeting in accordance with Section 7.2.
5.5 Management of CanCham Records
The Secretary shall keep all records, excluding financial records, of CanCham and shall cause proper minutes of all General Meetings and ExCo Meetings to be prepared and maintained and shall dispatch a signed copy of the minutes to each member or ExCo Member as the case may be.
5.6 Management of CanCham Finances
The Treasurer shall keep all funds, collect and disburse all moneys on behalf of CanCham, and keep an account of all monetary transactions and be responsible for its accuracy. No person shall serve as Treasurer for more than one (1) year.
The ExCo may appoint Sub-Committees to address special matters regarding CanCham. Each Sub-Committee shall be composed of ExCo Members as well as any other Members nominated by the ExCo by virtue of their special knowledge and experience, if any. The Sub-Committees shall make appropriate recommendations to the ExCo, which shall have the final say on whether or not to act on such recommendation, provided any action would be in accordance with these Rules.
6. Executive Committee Meetings
6.1 Business at Executive Committee Meetings
The ExCo shall have the power to adopt the following resolutions:
The application, disposal, and investment of CanCham funds;
Employ or engage such persons upon such terms and conditions as it deems appropriate;
Apply CanCham funds for the purpose of either taking lease of premises and/or fitting up and/or renovating such premises for the purposes of CanCham’s affairs;
Increase the number of Corporate Representatives permitted for a Corporate Member; and
Approve membership applications;
Invite individuals to become Honorary Members on a case by case basis;
Increase the required entrance fees, annual fees, transfer fees, or any other fees, subject to confirmation at a General Meeting in accordance with Section 4.6; and
Terminate membership in accordance with Section 4.7.
With the exception of the termination of membership, all resolutions may be passed by simple majority vote. The termination of membership shall require approval of two-thirds (2/3) of the ExCo Members present at such meeting.
The President of the ExCo, or, in his/her absence, the Vice President, shall preside at all ExCo Meetings thereof. In the event neither the President nor the Vice President are present within fifteen (15) minutes after the time fixed for the commencement of the ExCo Meeting, the ExCo Members shall choose another ExCo Member to act as chairman of such meeting, providing a quorum is present. The chairman of an ExCo Meeting shall not have a casting vote at such meeting.
The ExCo shall meet as often as necessary to conduct the business of CanCham. The Secretary should provide at least seven (7) days’ written notice of any ExCo Meeting. Notice shall be sent to the ExCo Members by courier, post, or email and will be deemed to be delivered when sent.
Notwithstanding the above, the President may at any time summon an ExCo Meeting if he/she thinks so fit.
The quorum necessary for the transaction of business at any ExCo Meeting shall be four (4).
Each ExCo Member present shall have one (1) vote. Unless otherwise provided by these Rules, all resolutions shall be passed on a simple majority basis. Any resolutions or other changes passed at any ExCo Meeting shall be registered with the Registrar of Societies as applicable.
7. Annual and Extraordinary General Meetings
7.1 Date of Annual General Meeting
The Annual General Meeting shall be convened on or before June 30th each year.
7.2 Business at Annual General Meeting
The following business shall be transacted at the Annual General Meeting:
Receive the Annual Report of the ExCo;
Receive and adopt the duly audited accounts of CanCham for the fiscal year ending March 31st;
Elect not less than five (5) and not more than fourteen (14) ExCo Members to hold office for the ensuing year in accordance with Section 5.2;
Appointment of Officers from amongst the elected ExCo Members;
To elect the Auditors for the ensuing year;
Appoint and/or remove Trustees;
To approve the financial budget for the ensuing year;
Amend these Rules;
Dissolve CanCham; and
Any other matter received by the Secretary in writing at least seven (7) days prior to the Annual General Meeting.
The President of the ExCo or, in his/her absence, the vice President, shall preside over all General Meetings and shall have a casting vote. In the event that neither the President nor the Vice-President are present at a General Meeting, the Members shall nominate another ExCo Member to preside over the meeting who shall also have a casting vote.
7.3 Extraordinary General Meetings
Extraordinary General Meetings may be convened by the Secretary from time to time upon the written request of at least ten (10) voting Members specifying the business to be addressed at such Extraordinary General Meeting.
7.4 Notice for a General Meeting
Written notice of every General Meeting specifying the location, date, time, and business to be transacted, with the exception of any matters submitted to the Secretary in accordance with Section 7.2, shall be sent to all Members, including the Corporate Representatives of all Corporate Members, at least fourteen (14) days prior to the proposed date of the meeting. Such notices shall be deemed to have been duly received if sent by ordinary post not less than fourteen (14) days prior to the date of the General Meeting to the Members’ address registered with CanCham.
7.5 Quorum for General Meeting
At least thirty (30) voting Members must be present, whether in person or by proxy, to constitute a quorum. Each Corporate Member represented by Corporate Representative(s) shall constitute a single voting Member for the purposes of determining a quorum. Unless duly qualified as a voting Member by the ExCo, no Honorary Member shall be counted for the purposes of determining a quorum.
In the event no quorum is present within thirty (30) minutes after the time fixed for the commencement of the General Meeting, the meeting shall be adjourned to the same time and place one (1) week from the date of the original meeting (the “Adjourned Meeting”) and such Members present at such Adjourned Meeting shall be deemed to constitute a quorum, but they shall have no power to alter, amend, or make additions to these Rules.
Notice of an Adjourned Meeting shall be given in accordance with Section 7.4, save that it shall be dispatched within four (4) days prior to the date fixed for such Adjourned Meeting and shall be deemed to have been duly received on the date following such posting.
A proxy for any Member or the Corporate Representative of any Corporate Member, provided that only a single proxy is permitted per Corporate Member, shall be a Member or Corporate Representative. The appointment of a proxy shall be made in writing in such form as may be approved by the ExCo, signed by the appointing Member or Corporate Representative, and presented to the Chairman of the meeting on or before the commencement of such General Meeting.
Each Member shall have one (1) vote, subject to any outstanding fees due from such Member. In accordance with Section 4.2, only one (1) vote shall be cast by the Corporate Representative(s) of each Corporate Member. No Honorary Member shall be entitled to cast a vote at any General Meeting unless duly qualified as a voting Member by the ExCo.
Unless otherwise provided by these Rules, all resolutions shall be passed on a simple majority basis with the chairman of the meeting having a casting vote. Any resolutions or other changes passed at any General Meeting shall be registered with the Registrar of Societies as applicable.
An auditor shall be elected at each Annual General Meeting. The ExCo shall have the power to fix the remuneration and terms of appointment for the auditor.
No person shall be elected or appointed as the auditor of CanCham unless such person is registered as a public accountant in Singapore.
8.2 Duties of Auditor
The auditor shall be responsible to audit the annual accounts of CanCham and present a report on them at the Annual General Meeting. The auditor may also be required by the President to audit CanCham’s accounts for any period within his tenure of office and make a report to the ExCo.
In the event CanCham acquires any immovable property (the “Property”), such Property shall be vested in a Trustee (s), subject to a declaration of trust.
9.2 Nomination or Replacement of Trustees
The appointment of any Trustee shall be made subject to the approval at a General Meeting. At all times there shall be not less than two (2) and not greater than five (5) Trustees at any time.
A Trustee may voluntarily resign his/her trusteeship at any time by providing written notice of his/her intent to retire as Trustee to the Secretary. Any casual vacancy occurring by the retirement, death, incapacity, or absence from Singapore for a period of one (1) year of any Trustee, all of which will be deemed as a voluntary resignation by the Trustee, may be filled at a General Meeting.
9.3 Removal of Trustee
If a Trustee commits misconduct of such kind as to render it undesirable that he/she continues as a Trustee, such Trustee may be removed from his/her trusteeship at a General Meeting. Notice of any proposal to remove a Trustee from his/her trusteeship and/or to appoint a new Trustee must be given in writing to the Secretary at least two (2) weeks prior to the meeting at which the proposal is to be discussed.
10. Amendments to the Rules
These Rules may only be amended at a General Meeting and any amendments thereto shall not come into force until approved by the Registrar of Societies.
Gambling of any kind, including, without limitation, the playing of paikow or mahjong, whether for stakes or not, and the holding of any lottery, whether confined to Members or not, is forbidden on CanCham’s premises.
The introduction of any materials used for gambling or drugs and of bad characters into the premises is forbidden.
11.2 Use of Funds
The funds of CanCham shall not be used to pay the fines of any Members who have been convicted in court.
11.3 Restraint on Trade
CanCham shall not attempt to restrict or in any manner interfere with trade prices or engage in any trade union activity as defined by any Singapore laws and regulations relating to trade unions in force in Singapore.
11.4 Political Activity
CanCham shall not engage in any political activity or allow its funds and/or premises to be used for any political purposes.
12.1 General Meeting
CanCham shall not be dissolved except by two-thirds (2/3) vote of the Members present at any General Meeting.
Any proposal to dissolve CanCham shall be delivered to the Secretary in writing at least two (2) weeks prior to the date of the General Meeting to consider the proposal.
Notice of any General Meeting to consider a proposal to dissolve CanCham shall be delivered in accordance with Section 7.4.
12.3 Quorum Required for Dissolution
The quorum required for a General Meeting regarding a proposal to dissolve CanCham shall be the same as the quorum required for any general meeting as provided by Section 7.5.
In the event that a quorum is not present within thirty (30) minutes after the time fixed for the commencement of the General Meeting, the meeting shall be adjourned to the same time and place one (1) month from the date of the original meeting and such Members present at such adjourned meeting shall be deemed to constitute a quorum for the purpose of dissolution. Notice of any adjourned meeting to consider a proposal to dissolve CanCham shall be given in accordance with Section 7.4.
12.4 Effect of Dissolution
In the event that a proposal to dissolve CanCham is passed, notice of the dissolution shall be delivered to the Registrar of Societies within seven (7) days of the date the proposal is adopted.
Upon dissolution, all debts and liabilities legally incurred on behalf of CanCham shall be fully discharged and the remaining funds, if any, shall be donated to a charitable organization as nominated by the ExCo.