SwissCham Singapore Rules | SwissCham Singapore

NAME

The society shall be known as the Swiss Chamber of Commerce and Industry in Singapore” (hereinafter referred to as “SwissCham Singapore”).

PLACE OF BUSINESS

The place of business of the SwissCham Singapore shall be 1 Swiss Club Link, Singapore 298162 or such other address as from time to time may be determined by the Board and approved by the Registry of Societies.

DEFINITIONS AND INTERPRETATIONS

3.1 In these Rules, the following words and expressions shall, except where the context otherwise requires, have the following meanings:

“Annual General Meeting” means the annual general meeting of the SwissCham;

“Associate Member” shall mean such individual member of SwissCham as described in Rule 5.2 (c) herein;

“Board” means the Board of the SwissCham as described in Rule 10 and as elected pursuant to Rule 10;

“Board Meeting” means a meeting of the Board;

“Board Member” means a member of the Board;

“Corporate Representative” shall mean the Nominee or Deputy of a corporate Ordinary Member as described in Rule 5.2 (a) (iii)herein;

“EGM” means an extraordinary general meeting of SwissCham;

“General Meeting” means general meetings of the SwissCham held from time to time, and shall include Annual General Meeting and EGM;

“Honorary Member” shall mean such individual as described in Rule 5.2 (b) herein;

“Member” means all types of members of SwissCham. Isofar as the context of the relevant Rule may require, “Members” shall include Corporate Representatives;

“Objectives” shall mean the objectives of the SwissCham as described in Rule 4(a)to (i)herein;

“Ordinary Member” shall mean such Members as in Rule 5.2 (a)herein;

“Registrar of Societies” means the registrar of societies appointed pursuant to Section 3 of the Societies Act (Cap. 311);

“Rules” means these rules of the SwissCham;

“Young Professional Member” shall mean such individual as described in Rule 5.2 (d) herein;

“Website” means the SwissCham’s website at www.swisscham.sg;

3.2 Words importing the singular number include the plural number and vice versa. The pronoun “it”/”its” shall be read as the pronoun “he”, “she”, “his” or “her” where the context so requires.

4. OBJECTIVES

The objectives of the SwissCham shall be:

(a) To provide a forum on an organized continuing basis for Swiss nationals working in Singapore and for representatives of Swiss businesses with an interest or presence in Singapore for the purposes of exchanging information and identifying and discussing common interests regarding trade, economic, industrial and commercial matters.

(b) To assist Swiss businesses with an interest in Singapore to conduct, sponsor or promote any activity of benefit to Members;

(c) To offer, provide and perform services and support relevant to or for the interest or benefit of the Members which are appropriate to a business group, such as seminars, discussion forums, workshops and vocational training opportunities, without involvement in politics, including through the Website and such other platform from time to time established for such purpose;

(d) To promote, foster, support and represent the business-related interests of the Members by all means and methods consistent with the laws and constitution of the Republic of Singapore;

(e) To promote the growth of the Swiss trade and to assist in promoting trade, investment, finance, commerce and industry between Switzerland and Singapore;

(f) To collect, obtain, publish and disseminate statistics and other information relating to the trade and to all matters connected therewith as may be of service or interest to the Members;

(g) To participate or make representations to Singapore and Swiss authorities and other institutions or bodies on business or commercial issues relevant to the Members;

(h) To facilitate by lawful means the exchange of views and information between and amongst Members, other Swiss nationals working in Singapore and representatives of Swiss businesses; and

(i) To do any or all other such things as are conducive to the attainment of the above objectives.

5. MEMBERSHIP

5.1 Membership shall be unlimited in numbers unless the Board otherwise determines.

5.2 The SwissCham shall have the following categories of membership (and such other classes of membership as the Board may decide to create from time to time subject to the approval of the Members at a General Meeting):

(a) Ordinary Membership

(i) Companies, institutions, or other entities with a direct or indirect link or other connection with a Swiss entity, or entities with Swiss employees based in Singapore, and which/who are carrying on or intending to carry on business in Singapore (“Swiss Linked Entity”) as well as individuals who are Swiss citizens or are employed with a Swiss Linked Entity and who are above 21 years of age, are eligible to join as ordinary members of the SwissCham (“Ordinary Members”).

(ii) Ordinary Members shall be entitled to attend and vote at General Meetings and shall be eligible to be members of the Board.

(iii) An Ordinary Member which is not an individual shall be entitled to nominate one Nominee and one Deputy as its representatives, which shall be senior executives of the Ordinary Member (“Corporate Representative”). However, each Ordinary Member shall only be entitled to one vote, to be exercised by one of the two Corporate Representatives, at General Meetings. Corporate Representatives shall be eligible to be members of the Board.

(b) Honorary Membership

(i) The Board, at its sole discretion, may invite as honorary members any individual whose membership is considered to be in the interest of the SwissCham.

(ii) Honorary members shall have all the privileges of membership without paying the entrance fee (if any) and the annual subscription except that they shall not be entitled to vote at General Meetings and shall not be qualified to be members of the Board.

Individuals who would be eligible to join as Ordinary Member may apply to be an Associate Member instead, however, they shall not be entitled to vote at General Meetings or be qualified to be a member of the Board.

(d) Young Professional Membership

Individuals who are under 35 years old and who are Swiss citizens or who are employed by or enrolled as student with a Swiss Linked Entity may apply for Young Professional Membership. Such a Young Professional Member shall not be entitled to vote at General Meetings or be qualified to be a member of the Board.

5.3 The Board’s decision as to an applicant’s eligibility for membership in the above stated categories shall be final.

6. MEMBERSHIP APPLICATIONS

6.1 Any individual, company, institution or other entity wishing to become an Ordinary Member, Associate Member or Young Professional Member of the SwissCham shall apply through the Website and shall be required to complete an application in such form as may be determined by the Board.

6.2 Applications received via the Website will be activated by such person(s) designated by the Board to do so. An email confirmation will be sent to the applicant to provide it/him/her with the activation instructions. At the next Board Meeting all new Members shall be tabled for approval by the Board and recorded in the minutes of meeting. If the Board does not approve the application, the applicant will be informed within fourteen (14) days of the Board Meeting; and where payment of the entrance and/or subscription fee as described in Rule 7 has already been made, the payment will be refunded in full. A Member whose application has been approved shall not qualify as Member until its/his/her subscription, if any, is paid.

6.3 Any new Ordinary Member, Associate Member or Young Professional Member must be approved by the majority of the Board Members present at the respective Board Meeting, but by not fewer than three (3) Board Members.

7. ENTRANCE FEES, SUBSCRIPTIONS AND OTHER FEES

7.1 Upon activation of the application as stated in Rule 6.2, the new Member shall pay the following fees (where applicable):

(a) A one-time entrance fee (if any); and

(b) an annual subscription fee.

7.2 Subsequent annual subscription fees shall be payable by Members in advance (where applicable) but no later than by 31st March of the respective year.

7.3 Entrance fees (if any) and annual subscriptions for Members shall be determined and may only be varied by a general meeting of the SwissCham except that the Board has the power to increase the subscription fee for Members during its term of office, but any increase must not exceed ten per cent. Any special levy for particular purposes in furtherance of the Objectives of the SwissCham may only be raised from Members with the consent of a General Meeting of the SwissCham.

7.4 The income and property of SwissCham whensoever derived shall be applied towards the promotion of the Objectives of SwissCham as set forth in these Rules and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of SwissCham or to any of them or to any person claiming through any of them.

8. DISCIPLINARY ACTION

The Board may suspend for a period up to six (6) months, or expel a Member who is in persistent default of these Rules, or whose conduct is unbecoming or against the interests of the SwissCham. Where the Board intends to exercise its powers under this Rule, the Member concerned shall be given notice of the conduct complained of, and shall be given a reasonable opportunity to explain it either personally to not less than five Board Members, or in writing. Where a Member has been found guilty of a criminal offence, such Member may be expelled without notice at the discretion of the Board. For the avoidance of doubt, no Member which is a Board Member and is the subject of a disciplinary action under this rule shall be entitled to participate in any decisions of the Board regarding such disciplinary action. A Member who has been suspended or expelled may within one month of notification of his suspension or expulsion appeal to the General Meeting of Members against the decision of the Board. The decision of the General Meeting shall be final.

9. TERMINATION OF MEMBERSHIP

9.1 A Member shall automatically cease to be a Member of SwissCham upon:

(a) its/his/her expulsion pursuant to Rule 8 above;

(b) its/his/her death or bankruptcy or insolvency (as may be applicable); or it/him/her

(d) or pursuant to Rule 9.2 herein.

9.2 Where a Member is in default of payment of the annual subscription on 31 March of the respective year and fails to rectify such default within thirty (30) days after having been so notified by the Board, the Board may in its discretion deny the Member the privileges of membership until the default is rectified and/or terminate the membership. If a Member is terminated due to such default in payment, its/his/her membership may be restored by a majority vote of the Board provided that any outstanding subscription fees have been paid or specifically waived at the discretion of the Board.

9.3 A person who ceases to be a Member for any reason whatsoever shall not be entitled to claim a refund in whole or in part of any entrance fee or subscription fee in respect of the unexpired portion of the year or to claim any compensation from the SwissCham whatsoever of whatever nature.

10. BOARD

10.1 The day-to-day affairs of the SwissCham shall be conducted by a Board formed by Ordinary Members elected at an Annual General Meeting or appointed pursuant to Rule 11.2 or 11.3 herein. The election or appointment shall be for a term until the next Annual General Meeting.

10.2 The Board shall comprise of at least five (5) but not more than ten (10) Members. At the first Board meeting which shall be held within four (4) weeks of the Annual General Meeting, the Board Members shall elect amongst themselves, at least a Chairman, a Vice-Chairman, an Honorary Secretary, and an Honorary Treasurer. A Board Member may hold more than one (1) position in the Board at any one time, except for the posts of Chairman, Honorary Secretary and Honorary Treasurer which shall not be held concurrently by one Member

10.3 A Board Member may be re-elected for consecutive terms without any limitation, provided that no Board Member shall hold the same office in the Board for more than five (5) consecutive terms unless the Board determines that there is a lack of alternative candidates for such particular office.

10.4 Nominations for the election to the Board shall be proposed and seconded by Members eligible to vote at General Meetings in writing to the Board no later than twenty-one (21) days before the Annual General Meeting. The Board shall notify the Ordinary Members of such nominations of candidates by sending an e-mail to their email address notified to the SwissCham from time to time not less than seven (7) calendar days before the Annual General Meeting.

10.5 In case of withdrawal of a Board Member candidate before the Annual General Meeting, a nomination made by a proposer and seconder may be taken from the floor at the Annual General Meeting.

10.6 The Board Members shall be elected by a simple majority vote of the Members present in person or by proxy and eligible to vote at a duly constituted Annual General Meeting.

10.7 A Board meeting shall be held whenever considered necessary, and not less than once every three (3) months, and shall be held when called by the Chairman or the Vice-Chairman.

10.8 Three Board Members shall be a quorum for any Board Meeting, and in case of equality of votes, the Chairman, and in his/her absence, the Vice Chairman, shall have a casting vote. The Board shall decide all questions by a simple majority of votes of Board Members present at a duly constituted Board Meeting. Not less than seven (7) days’ notice of Board Meetings shall be given.

10.9 Board Members may participate in Board Meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another without the Board Member being physically present, and participation in a meeting pursuant to this Clause shall constitute presence in person at such meeting.

11. POWER OF THE BOARD

11.1 The Board shall be responsible for the general management of the SwissCham as such Board shall from time to time think fit in all respects and shall have the power to apply the monies and properties of SwissCham as may be necessary or desirable for the day-to- day operations of SwissCham or for properly carrying out the Objectives of the SwissCham, save that decisions to invest and to deal with the monies and property of SwissCham in stocks, funds, shares, securities or similar investments shall be subject to the approval of the General Meeting unless otherwise authorized by law.

11.2 The Board shall have the power to appoint an eligible Member to fill any casual vacancy on the Board until the next Annual General Meeting.

11.3 A Board Member who is incapacitated for a substantial period or absents himself/herself for three consecutive meetings without any satisfactory explanation shall cease to be a Board Member and the Board shall be entitled to appoint an eligible Member to fill the vacancy until the next Annual General Meeting.

11.4 The Board may appoint sub-committees when deemed necessary or expedient.

11.5 The Board shall have the power to appoint, pay and dismiss an Executive Director and may delegate such of its powers to the Executive Director as it determines.

11.6 The Board shall have the power to appoint, pay and dismiss a secretary and such other employees as it may deem necessary.

11.7 The Board may not act contrary to decisions made at a General Meeting without first reverting to a General Meeting of Members for approval.

11.8 Subject to Rule 7.3, all fees for services, events and special privileges for Members as well as interest rates payable for overdue amounts shall be as determined by the Board.

11.9 A Board Member who has a personal interest or other conflict of interest or duties must fully disclose that personal interest or conflict to the Board and shall not be entitled to vote or be taken into account for the purposes of a quorum with respect to any decisions of the Board on any matter in which such Board Member has an interest or other conflict of interest or duties. In particular, the engagement of a service provider, in which a Board Member has an interest and against a fee, shall be regarded as a conflict of interest requiring disclosure by such Board Member.

12. DUTIES OF OFFICE BEARERS

12.1 The Chairman shall:

(a) act as a Chairman at all Board and General Meetings and shall be responsible for the proper conduct of business at such meetings.

(b) represent the SwissCham in its dealings with the Governments of Switzerland and Singapore and agencies of those Governments, the media and the public.

12.2 The Vice-Chairman shall, in the absence of the Chairman, exercise the powers and duties of the Chairman and otherwise perform such duties and such powers as the Chairman may from time to time direct.

12.3 The Honorary Secretary shall:

(a) maintain and keep all records, except financial records, of the SwissCham;

(b) attend all meetings, record the decisions of the Board and minute them for approval by the Board;

(c) be responsible for keeping accurate and up to date records of Members of the SwissCham and shall notify the Registrar of Societies of any changes in the office bearers within two (2) weeks of the change.

12.4 The Honorary Treasurer shall:

(a) retain all funds collected, and disburse all moneys on behalf of SwissCham and shall keep an account of all monetary transactions, and shall be responsible for their correctness;

(b)issue and sign receipts, vouchers and other related documents for moneys received on behalf of the SwissCham;

(c) Keep and render such financial reports or statements to be submitted at each Board Meeting and an Annual Statement of Income and Expenditure and Balance Sheet as at 31st December of each year for submission to the Annual General Meeting;

(d) deposit all money and other valuables belonging to the SwissCham in such bank or banks as maybe designated or approved by the Board except such sum in cash the amount of which shall be fixed by the Board from time to time to meet petty cash expenses on behalf of the SwissCham;

(e) be a bank signatory to the bank account(s) of the SwissCham (the “Bank Accounts”) whereby up to two (2) other Board Members may be appointed as bank signatories to the Bank Accounts and whereby the Board may determine from time to time the amounts for which each of the signatories may sign singly and for which amounts joint signature by two (2) of the signatories shall be required.

12.5 Board Members who do not hold any special office in the Board shall assist in the general administration of the SwissCham and perform any duties assigned by the Board in furtherance of the Objectives.

13. SUB-COMMITTEES

All sub-committees appointed pursuant to Rule 11.4 shall periodically report their proceedings to the Board at its meetings and shall conduct their business in accordance with the directions of the Board.

14. GENERAL MEETINGS

14.1 The supreme authority of the SwissCham is vested in the General Meeting of Members presided by the Chairman.

14.2 The Annual General Meeting shall be held within 5 months after the close of its financial year on a date to be fixed by the Board.

14.3 The following business will be considered at the Annual General Meeting:

(a) to receive from the Board a Report, a Balance Sheet and Statement of Accounts for the preceding financial year and an estimate of the receipts and expenditure for the current financial year;

(b) to elect the Board Members for the following term;

(d) to transact any other business which may properly be brought forward at the meeting. 14.4 The new Board elected at every Annual General Meeting shall take office immediately.

14.4 The new Board elected at every Annual General Meeting shall take office immediately.

14.5 Voting at General Meetings shall be by show of hands of the Ordinary Members present in person or by proxy, unless voting by secret ballot is requested for by at least five (5) Ordinary Members present at the Meeting, in which case voting shall be done by each Ordinary Member present in person or by proxy by submitting a ballot paper.

14.6 Voting at General Meetings shall be by simple majority of the Ordinary Members present in person or by proxy and voting.

14.7 An Ordinary Member may vote by proxy. An Ordinary Member who is a natural person may only appoint another Ordinary Member as his/her proxy. A corporate Ordinary Member may appoint another Ordinary Member as its proxy or any of its employees as its proxy.

14.8 Each proxy shall be in such form and submitted in such time before the General Meeting as the Board may prescribe and shall clearly show the names of those to whom the proxy is allocated. If the appointer is a corporate Ordinary Member, the proxy must be executed by one of its Corporate Representatives.

14.9 At least one (1) month before the Annual General Meeting, the Honorary Secretary shall send a notice of such meeting and particulars of the agenda to every Member by email (“AGM Notice”) to their email address notified to the SwissCham from time to time.

14.10 Any Member being eligible to vote and who wishes to add an item to the agenda may do so by giving notice to the Honorary Secretary fourteen (14) days before the General Meeting is scheduled to be held.

14.11 The Report, the Balance Sheet, Statement of Accounts and estimates (“AGM Documents”) shall be placed in the registered place of business of the SwissCham at least fourteen (14) days before the Annual General Meeting.

15. EXTRAORDINARY GENERAL MEETINGS

15.1 The Board may at any time for any special purpose, call an EGM and shall do so within fourteen (14) days upon the requisition in writing by not less than 25% of the total Ordinary Members or by not less than thirty (30) Ordinary Members , whichever is the lesser.

15.2 The written requisition stating the purpose for which the EGM is required shall be lodged with the Honorary Secretary of the SwissCham and the EGM shall be convened within two (2) months of receiving such request to convene the EGM. If the Board does not convene the EGM within two (2) months, the Members who requested for the meeting shall convene the EGM by requiring the Honorary Secretary to give not less than ten (10) days’ notice of the business to be transacted at such EGM to be convened and the agenda to the Ordinary Members by sending an e-mail to their email address notified to the SwissCham from time to time.

15.3 Save as provided in Rule 15.2, at least fourteen (14) days’ notice of any EGM shall be given by the Honorary Secretary to the Ordinary Members.

16. QUORUM AT GENERAL MEETINGS

16.1 The quorum at any General Meeting shall be one fourth of the total Ordinary Members being present in person or by proxy. If within half an hour from the time appointed for the General Meeting a quorum is not present, then those Ordinary Members present in person or by proxy shall be considered a quorum, but they shall have no power to alter, amend or make additions to any of the existing Rules.

16.2 Honorary Members, Associate Members, Young Professional Members and guests may, with the approval of the Board, attend General Meetings but shall not be entitled to vote and shall not count towards a quorum.

17. FINANCIAL YEAR AND AUDITOR

17.1 The financial year of the SwissCham shall be from 1st January to 31st December.

17.2 A firm of Public Accountants and Chartered Accountants will be elected as Honorary Auditor at each Annual General Meeting and will hold office for one year or the next Annual General Meeting whichever is the earlier. The Honorary Auditor will be required to audit each year’s accounts and present a report to the Annual General Meeting and may be required by the Chairman to audit the SwissCham’s accounts for any period within the Honorary Auditor’s tenure of office at any time and make a report to the Board.

18. TRUSTEES

18.1 If SwissCham at any time acquires any immovable property, such property shall be vested in trustees to be appointed by the General Meeting, subject to a declaration of trust. Any trustee may at any time resign from his trusteeship. If a trustee dies or becomes a lunatic or of unsound mind or moves permanently or is absent from Singapore for a continuous period of one year, he shall be deemed to have resigned from his trusteeship. If a trustee is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee, a General Meeting may remove him from his trusteeship. Vacancies in the trusteeship may be filled at a General Meeting, but the number shall not be greater than four (4) or less than two (2).

18.2 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 affixing in the premises of the SwissCham, a document containing such proposal at least two weeks before the General Meeting at which the proposal is to be discussed. The result of such a meeting shall be notified to the Registrar of Societies. The addresses of immovable properties, names of trustees and any subsequent changes must be notified to the Registrar of Societies.

19 . PROHIBITIONS

Notwithstanding any other Rule to the contrary herein:

(a) Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden in the SwissCham’s the introduction of materials for gambling or drug taking and of bad characters into the SwissCham’s premises is prohibited.

(b)The funds of the SwissCham shall not be used to pay the fines of Members who have been convicted in court of law.

(c) The SwissCham 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.

(d) The SwissCham shall not hold any lottery, whether confined to its Members or not, in the name of the SwissCham or its office-bearers, Board or Members unless with the prior approval of the relevant authorities.

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

(f) The SwissCham shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary.

20. AMENDMENTS TO RULES

No alterations or additions to these Rules shall be made except at a General Meeting, and they shall not come in force without the prior sanction of the Registrar of Societies.

21. INTERPRETATION

In the event of any question or matter arising out of any point which is not expressly provided for in these Rules, the Board shall be entitled to determine such question or matter in its discretion. The decision of the Board shall be final unless it is reversed at a General Meeting of members.

22. DISSOLUTION

22.1 The SwissCham shall not be dissolved, except with the consent of not less than three/ fifths of the Ordinary Members for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.

22.2 In the event of the SwissCham being dissolved as provided above, all debts and liabilities legally incurred on behalf of the SwissCham shall be fully discharged, and the remaining funds will be donated to charity and/ or disposed in such a manner as determined by the General Meeting.

22.3 A certificate of dissolution shall be given within 7 days of the dissolution to the Registrar of Societies.