CONSTITUTION OF ASSOCIATION OF FINANCIAL AND COMMODITY TRADERS (SINGAPORE)

1 Name and Place of Business

1.1 The Association shall be known as Association of Financial And Commodity Traders (Singapore).

1.2 The place of business shall be at 10 Shenton Way, #13-02 MAS Building, Singapore 079117 or such other places as may be decided by the Executive Committee and approved by the Registrar of Societies.

2 Objects

2.1 To represent the interests of Members, as defined in Section 3, as a body.

2.2 To improve the knowledge, efficiency and understanding of the industry among members.

2.3 To help promote the interest of the industry.

2.4 To increase social interaction, understanding and co-operation among members.

2.5 To run and operate a Clubhouse for the use and enjoyment of members.

2.6 To do all such lawful things as are conducive to the achievement of the above objects.

2.7 To network with exchanges and similar organizations.

3 Membership

3.1 There shall be the following categories of membership:

(a) Honorary Membership

(b) Ordinary Membership

(c) Associate Membership

3.2 Honorary Membership

The Executive Committee may invite any person to be an Honorary Member.

Honorary Membership shall be limited to 8 members. Honorary members shall have no voting rights and shall have a term limit of 5 years.

3.3 Ordinary Membership

Ordinary Membership of the Association shall be open to all Singapore Citizens and Permanent Residents above 18 years of age, who are professional traders or have an interest in trading. Ordinary members shall have voting rights.

3.4 Associate Membership

Associate Membership of the Association shall be open to any person above 18 years of age who does not meet the requirements of Ordinary Membership. Associate Members shall have no voting rights.

3.5 Every application for membership shall be forwarded to the Honorary Secretary who shall, at the first convenient opportunity, submit it to the Executive Committee for approval. The Executive Committee may at its discretion approve or reject any application without assigning any reason thereof.

3.6 Every applicant shall upon payment of the prescribed entrance fee and the subscription, for the appropriate period be admitted as a member of the Association and be entitled to all the rights and privileges of membership.

4 Patron

4.1 The Executive Committee may invite any distinguished Singapore citizen or permanent resident to become a Patron.

5 Entrance Fee

5.1 The entrance fee shall be determined by the Executive Committee from time to time.

5.2 The Executive Committee may at its discretion waive the entrance fee in respect of any candidate of membership.

6 Subscription

6.1 The subscription, payable in advance, shall be determined by the Executive Committee from time to time.

6.2 Any member who allows his/her subscription fee to be in arrears for three months without a reasonable excuse acceptable to the Executive Committee may be removed as a member by the Executive Committee.

7 Resignation

7.1 A member may at any time by giving notice in writing to the Secretary, resign his membership of the Association. A member shall continue to be liable for any debt due to the Association at the date of his/her resignation or removal, as the case may be.

8 General Meetings

8.1 Annual General Meeting

An Annual General Meeting shall be held each year by 30 September at such time and place as the Executive Committee shall determine for the following purposes:

(a) To receive the Executive Committee’s report and approve the accounts for the preceding financial year.

(b) To consider any amendment to the constitution of the Association proposed under rule 15.

(c) To elect members of the Executive Committee pursuant to rule 10.1.

(d) To appoint Auditors for the ensuing year.

(e) To transact any other business of which notice has been given to the Honorary Secretary no later than seven (7) calendar days after the notice date referenced in 8.3 (a).

All meetings other than the Annual General Meeting shall be called Extraordinary

General Meetings.

8.2 Extraordinary General Meeting

(a) The Executive Committee may whenever it deems fit call an Extraordinary General Meeting, or shall be bound to do so on receiving a requisition signed by at least one-quarter (1/4) of the total number of ordinary members, who shall state the purpose for which they desire the meeting to be called.

(b) No other business shall be transacted at an Extraordinary General Meeting except that stated in the notice convening the meeting.

(c) An Extraordinary General Meeting requisitioned by members shall be convened on a date within thirty (30) calendar days upon the receipt of such requisition.

8.3 Notice

(a) A notice of any General meeting, stating the date, time, place, and the business to be transacted thereat shall be sent by the Honorary Secretary to all categories of members not later than fourteen (14) calendar days before the date fixed for the meeting.

(b) A notice of an Annual General Meeting shall include an agenda, a copy of the minutes of the last Annual General Meeting, the Executive Committee’s report and the audited accounts of the Association for the previous year and any proposals submitted by members under rule 8.1 (e).

9 Proceedings at General Meetings

9.1 The supreme authority of the Association is vested in a General Meeting of the members presided over by the President.

9.2 Quorum

(a) No business shall be transacted at any General Meeting unless a quorum is present at the time when the Meeting proceeds to business.

(b) The quorum for an Annual General Meeting shall be at least one- quarter (1/4) of the total number of ordinary members.

(c) The quorum for an Extraordinary General meeting shall be one- quarter (1/4) of the total number of ordinary members.

(d) In the event of there being no quorum at the time stated in the notice for an Annual 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 alter, amend or make additions to any of the Rules herein.

(e) In the event of there being no quorum at the time stated in the notice for an Extraordinary General Meeting, the meeting shall be cancelled and no Extraordinary General meeting shall be requisitioned for the same purpose until after the lapse of at least six months from the date thereof.

9.3 If neither the President nor the Vice President of the Executive Committee is present within fifteen minutes after the time appointed for the holding of the meeting or both are unwilling to act, the Executive Committee members present shall elect one of their number to be Chairman.

9.4 At all general meetings of the Association every ordinary member present shall be entitled to cast one vote and no more upon every resolution. Provided that in case of equality of votes the Chairman of the meeting shall have a second or casting vote.

9.5 At any general meeting, a resolution put to the vote of the meeting shall be decided by a majority of votes on a show of hands, or if the Chairman in his sole discretion so decides, on a secret ballot.

9.6 The Secretary shall forward to all members a copy of the draft minutes of each General Meeting as soon as possible after the conclusion thereof.

10 Executive Committee: Appointment, etc.

10.1 The Association shall be managed by an Executive Committee consisting of the following persons who shall be elected at each Annual General Meeting:

(a) A President

(b) A Vice President

(c) An Honorary Secretary

(d) An Honorary Treasurer

(e) Not more than eight additional Executive Committee members.

10.2 The Executive Committee shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for re-election. However, the post of Honorary Treasurer shall not be held by the same person for two consecutive years.

10.3 Nominations for the Executive Committee may be made on prescribed forms to the Honorary Secretary before the Annual General Meeting or from the floor at the Annual General Meeting.

10.4 Each nomination shall be proposed and seconded by an Ordinary Member.

10.5 Election shall be by show of hands or by secret ballot as decided by the Chairman. In respect of the President, Vice President, Honorary Secretary and Honorary Treasurer, the candidate with a simple majority shall be declared elected. In respect of the additional Executive Committee members, the appropriate number of nominees with the most number of votes shall be declared elected.

10.6 The Executive Committee may co-opt any two ordinary members to the Executive Committee.

10.7 Only ordinary members who are Singapore citizens or Permanent residents and have at least two years experience may stand for election to the Executive Committee.

10.8 An Executive Committee member who fails to attend three consecutive Executive Committee meetings without a satisfactory explanation shall be deemed to have resigned from the Executive Committee.

10.9 In the event of the death or resignation of an Executive Committee member, the Executive Committee shall have the power to co-opt any ordinary member of the Association to fill the vacancy, save that such co-opted member shall only hold office until the conclusion of the next Annual General Meeting.

10.10 The function of the Committee is to organise and supervise the day-to-day activities of the Association and to make decisions on matters affecting its running within the general policies laid down by the General Meeting. The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meeting. It shall furnish a report to each Annual General Meeting on its activities during the previous year.

10.11 The Executive Committee may appoint any agent and/or staff to carry out the secretarial and treasury duties of the Association as it sees fit.

11 Proceedings of the Executive Committee

11.1 The Executive Committee shall meet not less than once a quarter. The President acting alone or not less than three of the Executive Committee members acting together may call for a special Executive Committee meeting to be held at any time.

11.2 At least three days’ prior notice shall be given to all Executive Committee members when calling for an Executive Committee meeting.

11.3 The quorum for an Executive Committee Meeting shall be not less than one-half (1/2) of elected Executive Committee Members.

11.4 When an urgent decision from the Executive Committee is required and it is not possible to convene a special Executive Committee meeting in person, the Honorary Secretary may circulate resolutions to every member of the Executive Committee for approval. Such approval is deemed to have been given when at least one-half (1/2) of elected Executive Committee members forward their agreement in writing to such resolutions to the Honorary Secretary. Such approval shall be recorded in the minutes at the next regular Executive Committee meeting.

11.5 The decisions of the Executive Committee are based on a simple majority of elected Executive Committee Members and they shall be final and binding on all members of the Association unless over-ruled at a General Meeting.

12 Duties of Office-Bearers

12.1 The President shall chair all Executive Committee and general meetings and shall see to the proper conduct of such meetings. He shall have a casting vote. He shall also represent the Association in all dealings with outside persons.

12.2 The Vice President shall assist and deputise for the President during the latter’s absence.

12.3 The Honorary Secretary shall see to the conduct of the business of the Association in accordance with its constitution. He shall ensure that proper records of all minutes, correspondence and papers except the accounts and financial records are kept and produced when required. He shall maintain an up-to-date register of all categories of members containing all relevant particulars.

12.4 The Honorary Treasurer shall be responsible for the proper recording of the finances of the Association. He shall see to the collection of all dues and approve all expenses. He shall present a statement of accounts at the monthly Executive Committee meeting. He shall present the annual statement of accounts and a balance sheet at the Annual General Meeting.

12.5 The Executive Committee members shall assume duties assigned to them by the Executive Committee.

13 Finance

13.1 All funds of the Association shall be administered in such manner as the Executive Committee shall deem proper in carrying out the objects of the Association.

13.2 The Honorary Treasurer may hold petty cash not exceeding one thousand dollars (S$1,000.00). All other monies in excess of this sum shall within seven days of receipt be deposited in a bank account approved by the Executive Committee.

13.3 All cheques or withdrawal notices on the Association’s accounts shall be signed jointly by any two (2) of four (4) Office Bearers of the Association.

13.4 At the end of each financial year, a statement of receipts and payments and a balance sheet for the year shall be prepared and audited by the Honorary Auditors. The audited accounts shall be submitted for adoption at the Annual General Meeting.

13.5 The financial year of the Association shall commence on 1st July and end on 30th June the following year.

13.6 In addition to the necessary expenses required for the smooth administration of the Association, the Executive Committee is empowered to spend a maximum aggregate sum per financial year with prior approval of a general meeting.

14 Audit

14.1 Two ordinary members who shall not be Executive Committee members of the Association shall be elected at the Annual General Meeting as Honorary Auditors. They shall hold office for one year and may not be re-elected.

14.2 The Auditors shall be required to audit the accounts of the Association for each year and to prepare a report for the Annual General Meeting. They may also be required by the President to audit the accounts of the Association for any period within their tenure of office at any date and to make reports to the Committee.

15 Amendment of Constitution

15.1 No alterations, amendments or additions to the rules shall be made except by a two thirds majority of members voting in person or by proxy at a General Meeting.

15.2 Two calendar months’ notice of the intention to propose any new rule or alteration shall be given to the Honorary Secretary who shall cause the same to be sent to every member entitled to vote at least fourteen days before the General Meeting. Any amendment, alteration, addition or abolition of any rules shall be subject to the prior approval of the Registrar of Societies.

16 Interpretation

16.1 The Executive Committee shall have full power to decide all questions relating to the management of the Association and all questions arising out of or not covered by any Rule and such decision shall be final unless and until altered or reversed by resolution of the members at a General Meeting or at an Extraordinary General Meeting.

17 Expulsion/Suspension

17.1 Any member who fails to comply with the rules of the Association or has acted in a manner so as to bring disrepute to the Association may be suspended for a period of time or expelled as the Executive Committee deems fit.

17.2 The member shall be informed of the grounds for such suspension or expulsion in writing and be given an opportunity to explain and absolve himself in person.

17.3 The decision of the Executive Committee shall be final unless overturned at a general meeting.

18 Clubhouse

The Executive Committee be empowered to make and amend bye-laws from time to time to run and operate the clubhouse.

19 Visitors and Guests

19.1 Visitors and guests may be admitted into the premises of the Association but they shall not be admitted to the privileges of the Association nor shall they be admitted into the premises more than six times in a calendar year. These visits are to be confined to not more than once in 14 days.

19.2 A Visitors’ Book shall be kept, in which shall be entered the names of all visitors and guests, together with the names and signatures of the members nominating them and the dates of their visits. No person shall be a visitor or guest till his name has been entered in this book.

20 Prohibition

20.1 Gambling of any kind and the playing of paikow or mahjong, whether for stakes or not, is forbidden on the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

20.2 The funds of the Association shall not be used to pay any fines of members including of members who have been convicted in court.

20.3 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.

20.4 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Committee or members, unless with the prior approval of the relevant authorities.

20.5 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

20.6 The Association shall not raise funds from the public for whatever purpose without the prior approval in writing of the Registrar of Societies and other relevant authorities.

20.7 The Association shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, or 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 affects consumer interest.

20.8 The Association shall not engage in any industrial actions.

21 Dissolution

21.1 The Association shall not be dissolved except by a resolution passed by not less than two-thirds of the members for the time being resident in Singapore expressed either in person or by proxy at a General Meeting called for the purpose.

21.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged and the remaining funds shall be distributed among approved charitable organisations in Singapore.

21.3 A Certificate of Dissolution shall be given within 7 days of the dissolution to the Registrar of Societies