Constitution of CBA
Chintown Business Association’s (“CBA”) Constitution
This society shall be known as the “Chinatown Business Association (CBA)”, hereinafter referred to as the “Association”.
For the purposes of this Constitution, “Stakeholders” refer to retailers, food and beverage operators, hawkers, stallholders, office operators, hoteliers, entertainment establishment operators, developers, building owners, clan associations, religious institutions and bodies, sports associations, citizen consultative committees and other non-business committees, associations, institutions and bodies, etc. who own a property, or have a place of business, office or other premises in Chinatown and “Members” refer to both Ordinary and Associate Members unless otherwise provided for.
Words denoting the singular number only shall include the plural and vice versa, words denoting the masculine gender only shall include the feminine gender and words denoting persons shall include corporations.
Place Of Business
The Association will explore ways to enhance Chinatown’s business environment and promote the welfare of businesses. Its objectives are to:
- Organize festive celebrations, events and street activities.
- Plan and executive marketing and promotion of Chinatown locally and overseas.
- Facilitate new business collaboration or alliances between members and with parties outside Chinatown.
- Work towards the improvement of business practices.
- Address common business concerns.
- The Association will also contribute ideas and provide feedback on Chinatown’s development, activities and other public issues.
Membership is open to all Stakeholders who have a business, office or other premises located in Chinatown. An Ordinary Member shall be the owner, corporate head or nominated representative of the stakeholder (see Para 18.1). Each Ordinary Member shall have the right to vote and shall be eligible to hold office in the Association.
Notwithstanding Rule 6.1 above, the Executive Committee may at its discretion admit any person, company, firm, association or committee who is not a stakeholder as an Associate Member, where the Executive Committee, in its discretion, considers such membership to be beneficial to or is in the interest of the Association.
An Associate Member shall have no voting rights and shall not be eligible to hold office in the Association.
Only Ordinary Members who are above 18 years of age shall have the right to vote and to hold office in the Association.
Application For Membership
Any applicant for membership shall complete and submit its application on a prescribed form to the Honorary Secretary of the Association. The Honorary Secretary may require the applicant to furnish such other information or particulars as are necessary for the application to be considered by the Executive Committee.
The Executive Committee shall have absolute discretion in approving or rejecting an application for membership.
A copy of the Constitution shall be furnished to every approved member upon payment of the entrance fee.
Entrance Fee, Subscription And Other Dues
Each member shall, upon admission to the Association, pay such entrance fee as may be prescribed by the Executive Committee from time to time.
The entrance fee shall be payable within two weeks of the notification of acceptance into the Association, in default of which membership may be cancelled by order of the Executive Committee.
The annual subscription for Ordinary Memberships and Associate Memberships shall be prescribed by the Executive Committee from time to time. Such subscriptions shall be payable yearly on the dates to be stipulated by the Executive Committee.
When a member falls into arrears with his subscription and fails to settle the amount within one month of his being notified in writing to do so, the defaulting member shall not be entitled to any of the privileges of membership or to use the Association’s premises until such time as he has settled his account.
If, after the member fails to pay all sums to the Association within a period of two months, the Executive Committee may, at its discretion, remove the member’s name from the Association’s Register of Members, in which event, he automatically ceases to be a member. The said person may be subsequently reinstated as a member of the Association subject to the approval of his application by the Executive Committee and as from the date thereof and subject further to the prior payment of such arrears of subscription as the Executive Committee may require.
Any levy, special subscriptions and other charges for any particular purpose may only be collected from members with the consent obtained at a General Meeting.
Supreme Authority And General Meetings
The supreme authority of the Association is vested in a General Meeting of the Ordinary Members presided by the Chairman.
An Annual General Meeting shall be held in September. At least twenty-one days’ written notice (inclusive of Saturdays, Sundays and Public Holidays) will have to be given to all Ordinary Members of the Association.
The following matters will be tabled at the Annual General Meeting:
- The previous year’s accounts and annual report of the Executive Committee.
- The election of Executive Committee Members under Rule 10.4.
- The appointment of Auditors for the following term.
Any Ordinary Member who wishes to move a Resolution at an Annual General Meeting may do so provided he gives notice in writing to the Honorary Secretary not less than seven days (exclusive of Saturdays, Sundays and Public Holidays) before the Annual General Meeting is due to be held. Upon receipt of the said Resolution, the Honorary Secretary shall circulate it to the Ordinary Members not less than five days (exclusive of Saturdays, Sundays and Public Holidays) before the Annual General Meeting.
At least one-quarter of the total number of Ordinary Members of the Association or 30 Ordinary Members, whichever is lesser, present at the Annual General Meeting or Extraordinary General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum. If within half an hour from the time appointed for the commencement of the meeting, a quorum is not present, the Ordinary Members present shall be considered a quorum, but they shall have no power to alter, amend, delete or make additions to any of the existing Rules.
Extraordinary General Meetings shall be convened at such time as the Executive Committee shall determine. A Special General Meeting shall be convened at any time on a written requisition signed by at least ten per cent of the Ordinary Members whose subscriptions have been paid up to date at the time of signing of the requisition. Such requisition shall state the purpose for which the meeting is to be called and shall be addressed to the Chairman or Honorary Secretary of the Association. If the Executive Committee does not within two months after the date of receipt of the written request proceed to convene a Special General Meeting, the members who requested for the Special General Meeting shall convene the Special General Meeting by giving ten days’ notice to all Ordinary Members setting forth the business to be transacted and simultaneously circulating the agenda to all Ordinary Members. Twenty-one days’ written notice (inclusive of Saturdays, Sundays and Public Holidays) of a Special General Meeting of the Association shall be given to all Ordinary Members. Twenty-one days’ written notice (inclusive of Saturdays, Sundays and Public Holidays) shall be given for an Extraordinary General Meeting to all Ordinary Members of the Association. Any Ordinary Member who wishes to move a Resolution at either an Extraordinary General Meeting or a Special General Meeting may do so provided he gives notice in writing to the Honorary Secretary not less than fourteen days (exclusive of Saturdays, Sundays and Public Holidays) before the date of such meeting.
At least one-quarter of the total number of Ordinary Members of the Association or 30 Ordinary Members, whichever is lesser, present at the Special General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum. If within half an hour from the time appointed for the commencement of the meeting, a quorum is not present, the Ordinary Members present shall be considered a quorum, but they shall have no power to alter, amend, delete or make additions to any of the existing rules.
The Chairman, or in his absence, the Vice-Chairman, of the Executive Committee, shall preside as Chairman at the Annual General Meeting, Extraordinary General Meeting or Special General Meeting.
The passing of Resolutions at any Annual General Meeting, Extraordinary General Meeting or Special General Meeting shall be decided by a simple majority of votes conducted by ballot of all Ordinary Members present in person or by proxy and entitled to vote thereat. If a proxy is appointed, the instrument appointing the proxy must be deposited at the place of business at least 24 hours before the meeting. Every Ordinary Member shall have one vote provided the Ordinary Member, as of the date of the meeting, shall have paid all monies presently payable by the Ordinary Member to the Association. In the event of a tie, the Chairman of the meeting shall have a casting vote.
Management And Committee
The administration of the Association shall be entrusted to an Executive Committee consisting of 16 members to be elected at alternate Annual General Meeting. Each of the following categories should preferably but not strictly be represented in the Executive Committee:
- Kreta Ayer Zone
- Telok Ayer Zone
- Tanjong Pagar Zone
- Bukit Pasoh Zone
- Food & Beverage
- Developer / Building Owner
- Shophouse, Hotels
- Clan And Association
The 16 Executive Committee members elected will fill the following positions in the Executive Committee:
- A Chairman
- 2 Vice-Chairman
- A Honorary Secretary
- An Assistant Honary Secretary
- A Honorary Treasurer
- An Assistant Honorary Treasurer
- 9 Ordinary Executive Committee Members
Upon retirement, the elected Executive Committee Members shall be eligible for re-election at the Annual General Meeting and the Executive Committee Members from the above said categories 1 to 10 in Para 10.1 may be re-nominated and re-opted. In case a casual vacancy shall occur in the Executive Committee during any part of the term of office, the Committee may appoint an Ordinary Member of the Association to fill the vacancy for the period of the unexpired term. The Executive Committee has the power to co-opt additional Ordinary Members into the Executive Committee subject to a maximum of 5 such additional Ordinary Members. The co-opted additional Ordinary Members shall have no rights to vote in the Executive Committee meeting.
All Executive Committee Members shall hold office for a term of two years, save that the Ordinary Members who have been co-opted into the Executive Committee shall retire at the next Annual General Meeting following their appointment. All Executive Committee Members may hold the same office for more than one term, except for the Honorary Treasurer, who shall not be allowed to hold the same or related office for more than one term without a break of one full term. The immediate past Chairman of the Association shall, however, be the ex-officio member without voting rights in the next Executive Committee, subject to a maximum of two terms, if he is not an elected member.
Concerning the election, nomination and co-opting of Executive Committee Members:
- The members of the Executive Committee shall be elected by a show of hands, or, subject to the agreement of the majority of the voting members present, by a secret ballot during the Annual General Meeting.
- All nominees for Executive Committee Members must be Ordinary Members. No nomination shall be valid unless it is proposed and seconded at the Annual General Meeting. The nominee must also give his or her consent to be nominated.
- In the event of a tie, the position shall be resolved by a re-vote.
The Executive Committee shall have the following powers:
- To appoint outgoing Chairman or Chairmen of the Association as Honorary Advisors.
- To appoint Honorary Advisors who shall hold office during the term of office of the Committee that appoints them. The Honorary Advisors are eligible for re-appointment.
- To invest and otherwise deal with the funds of the Association and to authorize the expenditure of a sum not exceeding the budget as approved by the General Meeting from the Association funds for the Association’s purposes
- To prescribe entrance fees and annual subscriptions for the different classes of membership of the Association and decide on the amount of arrears of subscription to be paid for the reinstatement of membership.
- To receive, investigate and approve or reject applications for admission to or reinstatement of membership of the Association.
- To reprimand a member or suspend a member from exercising any of the rights or privileges of membership of the Association for such period of time or on such conditions as the Executive Committee may determine in its absolute discretion.
- To request a member to resign membership with the Association; or to expel a member from the Association.
- To co-opt Ordinary Members to fill casual vacancies in the Executive Committee.
- To appoint sub-committees to plan and make arrangements for the activities of the Association.
The Executive Committee shall not relinquish its duties until the succeeding Executive Committee takes office.
The duty of the Executive Committee is to organize and supervise the daily activities of the Association. The Executive Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and always remain subordinate to the General Meetings.
Duties Of Office-Bearer
The Chairman shall chair all General and Executive Committee meetings. He shall also represent the Association in its dealings with outside persons.
The Vice-Chairman or in his absence the Honorary Secretary shall assist the Chairman and deputize him in his absence.
The Honorary Secretary shall keep all records, except financial records, of the Association and shall be responsible for their correctness. He shall keep minutes of all General and Executive Committee meetings and other meetings. He shall maintain an up to date Register of Members at all times.
The Honorary Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Association and shall keep an account of monetary transactions and shall be responsible for their correctness. He is authorized to expend up to 00.00 for petty expenses on behalf of the Association. He shall not keep more than 00.00 cash at any time and any money in excess of this sum shall be deposited in the Association’s Bank Account. Cheques, etc for withdrawals from the Bank shall be signed by any two of the following: the Chairman, Vice Chairman or Honorary Treasurer.
The Assistant Honorary Secretary shall assist the Honorary Secretary and deputize him in his absence.
The Assistant Honorary Treasurer shall assist the Honorary Treasurer and deputize him in his absence.
Ordinary Executive Committee Members shall assist the general administration of the Association and perform duties assigned by the Executive Committee from time to time.
The Executive Committee shall hold meetings as and when deemed necessary provided always that the meeting shall be held at least every quarter of the year to determine the direction of the Association’s programmes, and to resolve issues affecting the business and development of Chinatown. The Chairman with the concurrence of one other Executive Committee member may call an Executive Committee meeting at any time giving four days’ notice (excluding Saturdays, Sundays and Public Holidays).Elected members of the Executive Committee and those Executive Committee members who are co-opted into vacancies shall be entitled to one vote each.
At least half of the Executive Committee members must be present for its proceedings to be valid.
Any member of the Executive Committee who fails to attend three meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from the Executive Committee and a member may be co-opted by the Executive Committee to serve in his place until the next Executive Committee election takes place.
Audit And Financial Year
A firm of Certified Public Accountants shall be appointed as Auditors at each Annual General Meeting for a term of one year and shall be eligible for reappointment.
- will be required to audit each year’s accounts and present a report at the Annual General Meeting.
- may be required by the Chairman 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.
The financial year of the Association shall be from 1st July to 30th June.
Every official of the Association shall be entitled to be indemnified by the Association against all losses and liabilities which he may sustain or incur in the course of the lawful and proper execution of the duties of his office on the behalf of the Association
If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
The trustees of the Association shall:
- Not be more than 4 and not less than 2 in number;
- Be elected by a General Meeting of Members; and
- Not effect any sale or mortgage of property without prior approval of the General Meeting of Members.
The office of the trustee shall be vacated:
- If the trustee dies or becomes a lunatic or of unsound mind;
- If he is absent from the Republic of Singapore for a period of more than 1 year;
- If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee; or
- If he submits notice of resignation from his trusteeship.
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 posting it on the notice board in the Association’s premises at least fourteen days before the General Meeting at which the proposal is to be discussed. The Registrar of Societies shall then be notified of the outcome of the General Meeting.
The Registrar of Societies must be notified of the address of immovable properties, names of trustees and of any subsequent change if there are any.
Press And Public Statements
All press and public statements for and on behalf of the Association shall be made by the Chairman or the Vice-Chairman or other such member as may be authorized by the Committee.
If any member of the Association in the opinion of the Executive Committee fails to abide with or has violated any of the Rules here in and by-laws of the Association or is guilty of conduct derogatory to the dignity or injurious to the reputation or interest of the Association, the Executive Committee may exercise its discretion to take any of the following actions:
- The Executive Committee may reprimand the member;
- The Executive Committee may suspend the member from exercising any of the rights or privileges of membership of the Association for such period of time or on such conditions as the Executive Committee may determine in its absolute discretion;
- The Executive Committee may by written notice request the member to resign membership; or
- The Executive Committee may, under Paragraph 16.6 expel the member from the Association in accordance with the provisions of this Rule.
Prior to the Executive Committee taking any of the actions mentioned herein in above Paragraphs:
- The Executive Committee may on grounds which seem to them proper hold or order an inquiry or preliminary investigation into the conduct of any member in relation to any complaint brought before the Executive Committee and to rebut or explain the matters of which complaint is made either personally or in writing provided that the notice of his intention to do so is given. The period within which such notice must be given shall be determined by the Executive Committee
- If the member whose conduct is the subject of inquiry fails to attend before the Executive Committee, the inquiry or proceedings may be proceeded without further notice to that member upon proof of service thereof and the Executive Committee shall upon the conclusion of any such hearings proceed to take any action as it deems fit.
- The decision of the Executive Committee in respect to the above Paragraphs shall be by way of a simple majority.
A suspended member remains subject to the Rules herein and the by-laws of the Association.
Upon the Executive Committee deciding to request the member to resign membership by written notice, such notice shall state generally the grounds on which the request is based. If within two weeks of the service of such notice, the member shall not have resigned, the Honorary Secretary with the concurrence of one other Executive Committee Member shall call an Executive Committee Meeting to consider the expulsion of the member.
At the Executive Committee Meeting, the Chairman of the meeting shall inform the Committee Members present of the matter complained of and the member shall be permitted to address the meeting.
If three-quarters of the Executive Committee Members present and voting at the meeting of the Committee convened for the purpose of expelling the member, vote in favour of expelling the member from the Association, the Honorary Secretary shall give written notice of the decision to the member who shall be expelled and cease to be a member of the Association thereupon. If the three-quarter majority in favour of expelling the member is not achieved, the request for the resignation of the member shall be withdrawn thereupon without any prejudice to the powers of the Executive Committee under Paragraph 16.1(a) and (b) herein.
Any member who is aggrieved by the Executive Committee’s decision with regard to the disciplinary actions may appeal to the General Meeting of member within one month from the notification of the Executive Committee’s decision. The decision of the General Meeting of members shall be final and binding.
A member expelled from the Association under Paragraph 16.6 shall not be proposed for membership of the Association for a period of one (1) year from the date of expulsion.
Notwithstanding the provision in Paragraph 6, the term ‘Member’ herein mentioned under Paragraph 16 shall include the following categories of members: Ordinary and Associate.
No person who is practicing as an advocate and solicitor shall be allowed to represent the members in any of these proceedings.
Visitors and guests
Visitors and guests may be admitted into the premises of the Association but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.
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 on the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
The funds of the Association shall not be used to pay the fines of members who have been convicted in The Courts of Law.
The Association shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
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 which adversely affect consumer interests.
The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
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.
The Association shall not raise funds from the public for whatever purposes without prior approval in writing from the Head, Licensing Division, Singapore Police Force and other relevant authorities.
Amendments To Rules
No alteration or addition / deletion to these Rules shall be made except at a General Meeting and with the consent of two-thirds of the members present at the General Meeting and they shall not come into force without the prior sanction of the Registrar of Societies.
In the event of any question or matter pertaining to day to day administration which is not covered by or expressly provided for in these Rules, the Executive Committee shall have power to use their own discretion. The decision of the Executive Committee shall be final unless it is reversed at the General Meeting attended by members.
In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this constitution. Should the members fail to resolve the matter, they may bring the matter to Court for settlement.
The Association shall not be dissolved except with the consent of not less than two-thirds of the Ordinary Members of the Association expressed either in person or by proxy at a General Meeting convened for the purpose.
In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged and the remaining funds will be disposed of in such a manner as the General Meeting of members may determine or donate to an approved charity or charities in Singapore.
A certificate of dissolution shall be given to the Registrar of Societies within 7 days of the dissolution of the Association.
These Rules are in the English Language and may be translated into other languages provided that in the event of any inconsistency or conflict between the English version and any translation, the English version shall prevail.