To promote the interests of AmCham members in Singapore and the region by providing advocacy, business information and networking opportunities.
The new Constitution was approved by the Registry of Societies -
March 2, 2007
Table of Contents
ARTICLE I NAME
ARTICLE II OBJECTIVES
ARTICLE III MEMBERSHIP
ARTICLE IV MEETINGS OF AMCHAM
ARTICLE V DUES, FEES AND ASSESSMENTS
ARTICLE VI BOARD OF GOVERNORS
ARTICLE VII AUDIT
ARTICLE VIII TRUSTEES
ARTICLE IX DISSOLUTION
ARTICLE X PROHIBITIONS
ARTICLE XI BY-LAWS
ARTICLE XII AMENDMENT OF THE CONSTITUTION
ARTICLE I NAME
This society shall be known as “The American Chamber of Commerce in
Singapore” and is hereinafter referred to as "AmCham". Its place of
business shall be at 1 Scotts Road, #23-03/04 Shaw Centre, Singapore
228208, Tel: (65) 6235 0077, or at such other address as may be
decided by the Board of Governors from time to time, subject to the
approval of the Registrar of Societies of the Republic of Singapore.
ARTICLE II
OBJECTIVES
The objectives of AmCham are:
1. To provide a highly respected forum on an organized, continuing
basis in which American businesspeople in Singapore and the region
can discuss and identify common issues regarding their economic and
commercial interests in Singapore, the region and/or the United
States.
2. To work with, and supplement the activities of existing groups in
Singapore and the region on matters relating to the economic and
commercial activities of AmCham.
3. To promote trade, investment, finance and industry between and
among Singapore, the region and the United States.
4. To maintain contact with Singapore Government officials in order
that AmCham will be at all times knowledgeable concerning the
economic and commercial objectives of the Singapore Government, and
to maintain a dialogue with Singapore Government officials and
officials of other governments in the region and officials of the
U.S. government on business issues of interest to AmCham members.
ARTICLE III MEMBERSHIP
Section A. Categories of Membership
1. Company Membership
Organisations eligible for Company Membership in AmCham are legal
entities, partnerships or sole proprietorships formed, founded or
incorporated in the United States; or if formed, founded or
incorporated outside of the United States; which have at least 50%
ownership held by United States legal entities, partnerships, sole
proprietorships, or citizens. Further, the organization must be
established in or have a regional representative residing in
Singapore and must have sufficient capital investment or operating
interest in Singapore or the region, as determined by the Board of
Governors.
2. Individual Membership
Any United States citizen or United States Permanent Resident who is
at least twenty-one (21) years of age, resident in Singapore, and
engaged in business or a profession in Singapore shall be eligible
for Individual Membership.
3. Honorary Membership
Honorary Members shall be individuals elected by the Board of
Governors. All Honorary Members shall be entitled to all of the
privileges of Individual Member, except as hereinafter provided, and
shall be exempted from payment of any membership dues. The term of
Honorary Membership will be determined by the Board of Governors.
Honorary Membership lapses automatically when the Honorary Member is
no longer resident in Singapore.
4. Associate Membership
Associate Members shall be legal entities, partnerships, sole
proprietorships or individuals, not otherwise qualified for
membership, whose business relationships with the United States or
with United States companies are such that their membership in
AmCham will, in the opinion of the Board of Governors, contribute
towards achievement of the objectives of AmCham.
5. Special Membership
Special Members shall be (i) non-profit charitable, educational,
cultural, fraternal or religious organisations whose activities
relate to the objectives of AmCham, (ii) an official of the
government of the United States or any state assigned to Singapore,
or (iii) an intern, student, or research fellow.
6. Non-Resident Membership
Non-resident members shall be companies or individuals otherwise
eligible to membership under paragraphs 1 and 2 of this section, but
not resident in Singapore.
Section B. Determination of Membership
1. The acceptability of any applicant for membership, or for change
in classification of membership in AmCham, shall be determined by
the Board of Governors or by persons appointed to do so under its
authority.
2. Application for membership shall be on a form prescribed by or
under the authority of the Board of Governors containing the name,
address, and business activity or occupation of the candidate and
shall be sent to the office of AmCham.
Section C. Voting Rights
1. Representatives
a. Each Company Member shall nominate one or more employee(s) of
good standing residing in Singapore to be its representative(s) in
AmCham, one of whom is to be named by the Company as its voting
representative. All other company representatives will be non-voting
representatives. Representatives need not be United States citizens.
b. Associate, Special and Non-Resident Members may nominate one or
more employees to be their representative(s) in AmCham, none of whom
will have any voting rights at Annual General Meetings.
Each Company Member shall exercise its vote through the person it
designates as its voting representative, who shall have full voting
rights at any meeting of AmCham.
2. Individual Members
An Individual Member shall have full voting rights at any meeting of
AmCham.
3. Honorary Members
No Honorary Member shall have voting rights at any meeting of
AmCham.
4. Proxy
Any member or representative with voting rights may authorize any
other member or representative to vote on her or his behalf at any
meeting of AmCham. Notice of such proxy authorization must be
received in writing or electronically by the designated person at
the address stated for that purpose in the notice of the meeting,
not later than 24 hours prior to the time and date of the meeting at
which such proxy is to be voted. Proxy votes may be received
electronically in writing or in other ways or form determined as
acceptable from time to time by the Board of Governors.
Section D. Privilege to hold office
Any member or representative (whether a voting representative or
not) resident in Singapore may hold elective office in AmCham.
Section E. Resignation
a. In order to resign from a membership, written notice must be
given to AmCham at its office. If any membership lapses for
non-payment of membership dues or other moneys due to AmCham or when
the member is no longer eligible for membership, resignation will be
determined by AmCham.
b. Representatives will no longer represent the company member when
(a) the company Voting representative advises AmCham accordingly (b)
AmCham is advised that the individual is no longer an employee of
the member company.
c. The Board of Governors may terminate a membership or
representation for cause such as moral turpitude, conflict of
interest and bankruptcy.
ARTICLE IV MEETINGS OF
AMCHAM
Section A. Annual General Meeting
1. An Annual General Meeting will be held not later than the end of
the month of April in each year and at least two (2) weeks’ notice
will be given to the members and representatives eligible to vote.
2. The following business will be conducted at the Annual General
Meeting: -
a. Presentation of the previous year's accounts and report of the
Board of Governors.
b. Subject to Article VI, Section B, the election of members or
representatives to sit on the Board of Governors.
c. Other business detailed in the agenda included in the notice of
the meeting.
Section B. General Meetings
1. At least ten days’ notice of any General Meeting (other than an
Annual General Meeting) must be given to members and representatives
eligible to vote. A General Meeting must be called by the Chairman
on request in writing of five or more voting members or voting
representatives and may be called at any time by order of the Board
of Governors.
2. Any member or voting representative who wishes to place an item
on the agenda of a General Meeting may do so provided he/she gives
notice to the designated person at least one week before such
meeting is due to be held.
Section C. Quorum
1. The quorum for the Annual General Meeting and General Meeting
shall be fifteen percent (15%) of the total number of voting members
and voting representatives of AmCham. In the event of there being no
quorum at the commencement of a General Meeting, 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 any of the existing
rules.
ARTICLE V
DUES, FEES AND ASSESSMENTS
Membership dues, entrance fees and assessments shall be determined
by the Board of Governors from time to time in accordance with the
By-Laws of AmCham.
ARTICLE VI
BOARD OF GOVERNORS
Section A. Members
1. The office-bearers are: -
a. A Chairman
To preside at all Annual, General and Board of Governors’ Meetings
of AmCham.
b. Vice Chairmen
Up to three Vice-Chairmen may be designated to deputize for the
Chairman in his/her absence and to perform such other duties as the
Board of Governors or the Chairman may designate.
c. Honorary Secretary
To keep all records, except financial, of AmCham and be responsible
for their correspondence. The Honorary Secretary will keep minutes
of all Annual General Meetings, General Meetings and Board of
Governors’ Meetings.
d. Honorary Treasurer
To keep all funds and collect all money on behalf of AmCham and keep
an account of all monetary transactions and be responsible for their
correctness.
(Each of the Chairman, the Vice-Chairmen, the Honorary Secretary and
the Honorary Treasurer, shall be known individually as an “Ex Co
member” and collectively as “the Ex Co members”).
2. The Chairman of the Board of Governors and all the other ExCo
members will resign their office at each AGM. As soon as is
reasonable after the AGM or the mid-term resignation of the
Chairman, the members of the Board of Governors shall elect the
Chairman from among themselves by majority vote of those eligible to
vote at a Board of Governors meeting. Board members may vote in
person or by proxy. (See Section F of this in Article VI.) The
Chairman shall appoint the ExCo members from among the remaining
Board of Governors members as soon as reasonable. The Chairman may
replace any ExCo member with another member of the Board of
Governors, at any time.
Section B. Election of Governors
1. Nominating Committee
a. During the last quarter of the calendar year, the Board of
Governors will select and appoint a chairman of the Nominating
Committee and select a date in the following April for the Annual
General Meeting.
b. The Chairman of the Board of Governors will give guidance to the
chairman of the Nominating Committee on the goals of the Nominating
Committee.
c. The chairman of the Nominating Committee will select and form a
Nominating Committee which will have an odd number of members and at
least three members. Not less than one third but no more than two
thirds of the members of the Nominating Committee may be Governors.
Only AmCham members or representatives may be members of the
Nominating Committee.
d. The names of the members of the Nominating Committee must be
announced to the membership of AmCham on or prior to the second day
of January immediately preceding the Annual General Meeting. Members
of the Nominating Committee are not eligible for election to the
Board of Governors at that Annual General Meeting. Governors on the
Nominating Committee may not be eligible for election to chair the
Board of Governors for that year.
e. In each year, the Nominating Committee will call for nominations
for Governor not less than 80 days prior to the date of the Annual
General Meeting.
f. Nominations must be made in writing by any member or
representative and must be seconded by another member or
representative.
The nomination must be signed by the person nominated, signifying
the person’s consent to the nomination, and must be signed by the
proposer and seconder. Signatures may be electronic. The Nominating
Committee may also make nominations with the prior written approval
of the nominee.
g. Only members and representatives resident in Singapore may be
nominated.
h. The Nominating Committee will close nomination 40 days prior to
the date of the Annual General Meeting.
i. Upon closing of nominations and not later than 30 days prior to
the Annual General Meeting, the Nominating Committee will announce
the names of all the eligible nominees. This announcement will
include Governors whose first terms are complete and who are
eligible for re-election and Governors who were appointed during the
year by the Board to fill a position created by the departure from
the Board by a Governor in mid-term (See Article VI section 3
below).
j. The Nominating Committee will recommend not less than four
nominees including existing board members who are both willing and
eligible for re-election. These recommendations must be agreed to by
a simple majority of the members of the Nominating Committee. In the
event of a tie, the chairman will have a deciding vote. This
recommendation will be made public at least 30 days prior to the
Annual General Meeting. All other information on their deliberations
and votes must remain confidential.
k. The total number of nominees may be more than the total number of
positions open on the Board.
l. The biography of the nominees will be made known to the members
and representatives, in a standardized format to be determined from
time to time by the Board, not later than 30 days before the Annual
General Meeting.
m. No campaigning by the nominees or their supporters is allowed.
2. Election
At the Annual General Meeting, the members and representatives will
cast their votes, either in person or by proxy (in form approved by
the Board of Governors). The open positions on the board will be
filled in descending order of total votes received by the nominee
starting with the nominee with the most votes, until all the open
positions have been filled.
3. Term of Office
The Board of Governors shall consist of three cohorts. One cohort of
Governors shall be elected at each Annual General Meeting for a term
of three years. Each cohort will contain six Governors. A Governor
appointed to the board under Article VI Section 4 shall join the
cohort of the Governor whose place has been vacated. Governors may
serve a maximum of two consecutive partial or complete terms.
The Governor retains office until:
a. He or she ceases to be a member or representative of a member.
b. He or she ceases to be a resident of Singapore.
c. His or her position is terminated by a resolution passed by the
majority of the Board for cause such as moral turpitude or conflict
of interest.
d. He or she commits any criminal offence (except minor
misdemeanors).
e. He or she dies or resigns.
f. He or she is declared bankrupt.
g. The term of his office which is the Annual General Meeting at
which the cohort to which he or she belongs is scheduled to come to
the end of their term, provided that a Governor may serve up to two
consecutive partial or complete cohort terms after which he or she
must resign and may not stand for election for a period of three
years.
A Governor who changes employer but remains a member of
representative may continue to serve as a Governor until the term of
his or her office.
The Board of Governors for the year 2006/2007 will determine the
composition of the initial transitional cohorts and the term of
their members.
4. Replacement of governors in mid term
In the event that a Governor ceases to be in office prior to the
term of his or her cohort, the chairman of the board may appoint a
new Governor to take his or her place in the cohort. The term of the
new governor so appointed will be the same as the term of the cohort
he or she has joined provided that the new governor stands for
election by the members at the Annual General Meeting following his
or her appointment as described in Article VI Section B 2.
Section C. Duty of the Board of Governors
The duty of the Board of Governors is to oversee and make policy
decisions with respect to the programs sponsored by AmCham, and to
make decisions on matters affecting AmCham when the General Meeting
is not sitting. It may not act contrary to the expressed wishes of
the General Meeting without prior reference to the latter and will
always remain subordinate to the General Meeting.
Section D. Quorum
The quorum for a meeting of the Board of Governors shall be one-half
(1/2) of the total number of its members. In the event of there
being no quorum present at a Board of Governors meeting, the meeting
shall be adjourned to the following week at a place, date and time
to be appointed and notified at least three (3) days in advance to
all the Board of Governors members, and should the number then
present be insufficient to form a quorum, those present shall be
considered a quorum.
Section E. Meetings of Board of Governors
A Board of Governors Meeting shall be held at least once a year with
ten days’ notice to Board of Governors members. The Chairman may
call a Board of Governors Meeting at any time by giving ten days’
notice.
Section F. Voting and Proxies
All Governors (whether a voting representative or not) will have
full voting rights at meetings of the Board of Governors. Any Board
of Governors member may give a proxy to any other Board of Governors
member (whether voting representative or not) to vote on any or all
such matters as may come before the Board of Governors. Such proxy
shall be in writing, shall specify the period or meeting to which it
applies and attendance by the person holding the proxy shall
constitute attendance at the meeting by the Board of Governors
member giving such proxy.
In the event that votes are tied, the Chairman may cast a deciding
vote.
Section G. Indemnification
AmCham shall indemnify and hold harmless the members of the Board of
Governors, their employers, successors and assigns, and the
Executive Director, and his or her successors and assigns, from and
against any claim, cost or expense that may arise or that any such
person may incur as a result of his or her status, actions or
omissions in the course of carrying out his or her role in AmCham,
other than as a direct result of the gross negligence or willful
misconduct of the person claiming under this indemnity.
Section H. Directors’ and Officers’ Insurance
AmCham shall be authorized to take out such officers and directors,
professional indemnity or errors and omissions insurance policy at
the cost and expense of AmCham, insuring against such risks and in
an amount as may be determined by the Board of Governors in order to
give effect to Section G of this Article VI.
ARTICLE VII AUDIT
Only a firm of Public Accountants may be elected as Honorary
Auditors at each Annual General Meeting and to hold office for one
year and may be re-elected for a maximum of five consecutive years
in office. They will be required to audit each year's accounts and
present a report upon such accounts to the Annual General Meeting.
They may be required by the Chairman and the Board of Governors to
audit AmCham’s accounts for any period within their tenure of office
at any date and make a report to the Board of Governors.
ARTICLE
VIII TRUSTEES
If AmCham at any time acquires any immovable property, such property
shall be vested in trustees subject to a declaration of trust. Any
trustee may at any time resign his trusteeship subject to there
being at least two (2) remaining trustees upon such resignation
taking effect. If a trustee dies, or becomes a lunatic, or is of
unsound mind, or moves permanently, or is absent from the Republic
of Singapore for a period of one year, the trustee shall be deemed
to have resigned his trusteeship. If a trustee is guilty of
misconduct of such kind to render it undesirable that the person
continues as a trustee, another trustee may be appointed at a
General Meeting to replace him, but the total number of trustees
shall not be greater than five (5) or less than two (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 AmCham a document containing such proposal at least two
(2) weeks before the meeting at which the proposal is to be
discussed. The result of such meeting shall then be notified to the
Registrar of Societies.
ARTICLE IX DISSOLUTION
Section A. Means of Dissolution
1. AmCham shall not be dissolved, except with the consent of not
less than three-fifths (3/5) of all the voting members and voting
representatives of AmCham, for the time being resident in the
Republic of Singapore, expressed either in person or by proxy in a
General Meeting convened for the purpose.
Section B. After Dissolution
1. In the event of AmCham being dissolved as provided above, all
debts and liabilities legally incurred on behalf of AmCham shall be
fully discharged, and the remaining funds will be devoted to such
local charitable organization or organizations as the members shall
decide.
2. Notice of dissolution shall be given within seven (7) days of the
dissolution to the Registrar of Societies.
ARTICLE X PROHIBITIONS
1. AmCham shall not indulge in any political activity or allow its
funds and/or premises to be used for political purposes.
2. AmCham shall not attempt to restrict or in any other manner
interfere with trade or prices or engage in any trade union activity
as defined in any written law relating to trade unions for the time
being in force in Singapore.
3. The funds of AmCham shall not be used to pay the fines of members
who have been convicted in Court.
4. Gambling of any kind such as tontines, chit funds and/or the
playing of paikow or mahjong, whether for stakes or not, are
forbidden on the premises of AmCham. The introduction of materials
for gambling or opium smoking or narcotic drugs of any kind and of
bad characters into the premises is prohibited.
5. AmCham shall not hold any lottery, whether confined to its
members, or not, in the name of AmCham or its office-bearers, Board
of Governors, or members.
ARTICLE XI
BY-LAWS
Voting members and voting representatives of AmCham by voting at the
Annual General Meeting or General Meeting or the Board of Governors
may make, alter, add to and repeal the by-laws of AmCham, as long as
they do not conflict with the Constitution of AmCham. Voting members
of AmCham will be notified of any changes in the by-laws of AmCham
after approval of such changes by the Registrar of Societies.
ARTICLE XII
AMENDMENT OF THE CONSTITUTION
No alteration or additions to the constitution of AmCham shall be
made except at a General Meeting and with the consent of two-thirds
(2/3) of the voting members and voting representatives voting in
person or by proxy at the General Meeting, and they shall not come
into force without prior sanction of the Registrar of Societies.
BY-LAWS OF AMCHAM
1. Membership dues shall be determined by not less than a two thirds
(2/3) vote by the Board of Governors voting in person or by proxy.
An entrance fee may be charged for each new membership. Any other
change of fees, or dues, or levy of assessment not hereinafter
specified, will require ratification by a majority of the Board of
Governors.
2. The Board of Governors may appoint any committee(s) or a sub-committee(s)
as needed, and may delegate duties, powers or decisions as needed.
The Board of Governors and any committee or sub-committee may co-opt
any individual member(s) or representative(s) of AmCham to the
committee(s) or sub-committee(s) as deemed necessary. Committee
chairmen may but need not serve concurrently as Board of Governors
members.
3. The Board of Governors may appoint any person(s) as needed to
assist in achieving the objectives of AmCham.
4. Any activity that would be contrary to the laws of the Republic
of Singapore is prohibited on the premises of AmCham.
5. If a member's payment of dues and fees is in arrears by more than
six (6) months, he will be subject to forfeiture of his membership
at the Board of Governors’ discretion, after which it will be
necessary for him to re-apply for membership of AmCham.
6. Cash in hand that may be retained by the Executive Director at
any time shall not be more than $1,000 and the rest must be
deposited in AmCham‘s bank account as soon as reasonable.
7. Both the Treasurer and the Executive Director be allowed to sign
checks singly up to S$1,000. Above S$1, 000 any officer may sign
jointly with any one of the other officers or with the Executive
Director. Further, the Treasurer be authorized to negotiate
overdraft facilities on behalf of AmCham following approval by the
Board of Governors.
8. Appointments of Chairmen and Deputy Chairmen of standing and
liaison committees and Chairmen of ad hoc committees should be
cleared by a simple majority of the Board of Governors prior to the
appointment being made. Appointments of committee members (other
than the Deputy Chairman) can take place at the discretion of the
relevant committee’s Chairman.
9. All appointments of Chairmen and Deputy Chairmen of committees
are to be ratified by a simple majority of the Board of Governors
and an official letter of appointment shall be issued by AmCham
Chairman or Vice Chairman. Prior to this ratification, committee
officers are to be considered as volunteers. Only members of AmCham
or representatives of AmCham members as defined under Article III of
the Constitution may be members of committees.
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