As approved by ROS on 27 March 2014
CONSTITUTION OF THE SINGAPORE INSTITUTE OF ARBITRATORS
1.0 NAME & LOCATION
1.1.1 The name of the Institute is "The Singapore Institute of Arbitrators" (hereinafter referred to as "The Institute").
1.2 Place of business
1.2.1 The place of business of the Institute is situated at the “32 Maxwell Road #02-07 Maxwell Chambers Singapore 069115”, or such other place or places as may from time to time be decided by the Council and approved by the Registrar of Societies.
2.1 The objects of the Institute are:
2.1.1 To promote, encourage and facilitate the practice of settlement of disputes by arbitration and other means of dispute resolution.
2.1.2 To afford opportunities for promoting social interactions and good relations among members and between members and other persons concerned in the proceedings of arbitration and those involved in alternative means of dispute resolution in Singapore.
2.1.3 To maintain and improve the standards of conduct and learning of the profession of arbitrators and those involved in alternative means of dispute resolution in Singapore.
2.1.4 To represent, protect the status, and interest of the profession of arbitrators and those involved involved in alternative means of dispute resolution generally.
2.1.5 To promote the study of Arbitration Law and Practice relating to arbitration and alternative means of dispute resolution.
2.1.6 To disseminate among members information on all matters affecting arbitration, and alternative means of dispute resolution and to print, publish, issue and circulate such periodicals, papers, circulars and other literatures, and to contribute articles to magazines and periodicals as may seem conducive to any of these objects.
2.1.7 To establish a Library and to provide suitable hall and rooms for the holding of arbitrations, and alternative means dispute resolution lectures and meetings, or amenities for the use of members.
2.1.8 To provide means of training and testing the qualification of candidates for admission to professional membership of the Institute by examination, and for such purposes to award certificates.
2.1.9 To purchase, lease, hire, or otherwise acquire suitable premises for the use of the Institute and to manage, improve, develop and utilise any such premises and to sell, mortgage, let, or otherwise dispose of the same.
2.1.10 To invest the monies of the Institute in such manner as may from time to time be determined by the Council.
2.1.11 To arrange for alliance or affiliation with any Institution, Association or Society with similar objects to those of the Institute on such terms or conditions as may be in the interests of the Institute.
2.1.12 To establish and maintain good relations with institutes of arbitrators in other countries and to participate in the activities of other international organisations and become a member thereof.
2.1.13 To lay down a code of professional conduct which shall be binding to all members of the Institute,
2.1.14 To recommend conditions of engagement and a scale of professional charges, and to regulate the practice of the profession of arbitrators and the practice of alternative means of dispute resolution by the members of the Institute
2.1.15 To do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them.
3.1 The Institute, as a Professional and Learned Body, shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any Trade Union activities as defined in any written law relating to Trade Unions for the time being enforced in Singapore.
3.2 The funds of the Institute shall not be used to pay the fines of members who have been convicted in Court.
3.3 The Institute shall not hold any lottery whether confined to its members or not, in the name of the Institute, or its office-bearers, committee or members.
3.4 The Institute shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
4.1 In the provisions of this Constitution unless there be something in the subject or context inconsistent therewith, the following words and expression shall have the several meanings hereby assigned to them, that is to say:
i) ‘The Constitution’ means the Constitution of the Singapore Institute of Arbitrators;
ii) ‘The Institute’ means the Singapore Institute of Arbitrators registered with the Registrar of Societies, Singapore;
iii) ‘The Council’ means the governing body of the Institute for which provision is made herein under this Constitution;
iv) ‘Office Bearers’ means the office of President, the Vice President, the Hon. Secretary, the Hon. Treasurer of the Institute;
v) ‘The Seal’ means the Common Seal of the Institute;
vi) ‘Member’ means the class of member spelt with a capital ‘M’;
vii) ‘member’ means Fellows, Members, Associate Members and Retired Fellows and Members;
viii) ‘Month’ means the calender month;
ix) ‘Annual General Meeting' means the General Meeting held each Meeting’ year in accordance with the provisions of this Constitution;
x) ‘The Register’ means the Register of members kept pursuant to this Constitution;
xi) ‘Bye-Laws’ means the Bye-Laws from time to time made by the Council and shall be read in conjunction with the Constitution;
xii) ‘Expression In Writing’ means expressions which refer in writing shall, unless the contrary intention appears, be construed as including the meanings so defined.
Words importing the singular number include the plural and vice versa.
Words importing the masculine gender only include the feminine and neuter genders and words referring to individuals shall wherever applicable refer also to corporations and public bodies.
xiii) Fellowship Examination" means the examination which the Institute has prescribed for the purpose of being admitted to the Institute as a Fellow.
5.1 Classes of Membership
5.1.1 The members of the Institute shall consist of Honorary Fellows, Fellows, Members, Associate Members and Retired Fellows and Members.
5.2 Honorary Fellows
5.2.1 Honorary Fellows must be persons of distinction who by reason of their eminence and experience relating to arbitration, or who appear to the Council to be able to present important assistance in promoting the objects of the Institute. Proposal for election of Honorary Fellow shall be made by the Council of the Institute on its own initiative, and the Council must give a statement of the grounds on which he is recommended, provided always that the Council Members present and voting at the meeting at which the nomination is considered must be unanimous in favour of the nomination to secure its approval.
5.2.2 Honorary Fellows shall be entitled to the ordinary privileges of membership but they shall not be entitled to vote at General Meetings or to take part in the management of the Institute or to be elected as an Officer or a member of the Council, nor shall they be required to pay any entrance fee or annual subscription.
5.3.1 Fellows shall be elected by the Council and every candidate for election shall:
188.8.131.52 at the date of application have attained the age of thirty-five (35) years; and
184.108.40.206 Hold such professional qualification or have passed such examination as the Council may prescribe or has been exempted by the Council from any of these requirements; and
220.127.116.11 satisfy the Council that he is in all respects a suitable person for admission as a Fellow; and be able to provide the Council with evidence of his wide knowledge and experience of the law and practice of arbitration in a profession, occupation or calling as the Council may deem sufficient to qualify him to become a Fellow; or
18.104.22.168 Have not or been exempted from any of the requirements as set out in 22.214.171.124
Provided always that the Council may:
5.3.2 in exceptional circumstances waive the requirement that an applicant for election as a Fellow shall have attained the age of thirty-five (35) years.
5.3.3 in the case of candidates holding a professional qualification recognised by the Council as justifying such a waiver, waive the requirement for the completion of a period of supervised training.
5.4.1 Members shall be elected by the Council and every candidate for election shall:
5.4.2 at the date of application have attained the age of twenty-five (25) years; and
5.4.3 hold such professional qualification or have passed such examination as the Council may prescribe; and
5.4.4 have such knowledge and experience of the law and practice of arbitration as the Council may deem sufficient to qualify him for admission as a Member, or
5.4.5 satisfy the Council that he is in all respect a fit and proper person for admission to the Institute.
5.5 Associate Members
5.5.1 Associate Members shall be elected by the Council and every candidate for election shall:
126.96.36.199 at the date of application have reached the age of twenty-one (21) years, and
188.8.131.52 hold such professional qualification or have passed such examination as the Council may prescribe, and who have such knowledge of and interest in the subject of arbitration as the Council may deem sufficient to qualify him for admission as an Associate Member.
5.6 An Associate Member shall not be entitled to vote at any General Meetings of the Institute.
5.7 Retired Fellows and Members
5.7.1 Retired Fellows and Members shall be persons who:
184.108.40.206 have reached the age of sixty-five (65) years, and are not still engaged in any occupation directly or indirectly concerned with arbitration; and
220.127.116.11 have no right to vote at General Meetings of the Institute or take part in its management or to be elected as Officer Bearer or member of the Council but shall be required to pay such annual subscription or other payment as may from time to time be prescribed by the Council;
5.8 If a Retired Fellow or Member does engage in any income earning activities as arbitrator, he shall forthwith give written notice to the Honorary Secretary. If he wishes to remain as a member of the Institute, he shall apply for reinstatement as a Fellow or as a Member.
5.9 Admission Procedures
5.9.1 The procedures for the admission of the members of the Institute shall be as provided in the Bye-Laws.
5.10 Privileges and Obligations of Members
5.10.1 The privileges and obligations of a member shall be personal to himself and shall not be transferable nor transmissible by his own act or by operation of Law and all such privileges and obligations shall cease immediately upon the removal of the member's name from the Register.
5.10.2 Every Honorary Fellow or Fellow or Member or Associate Member shall be entitled to affix the designation “Hon.FSIArb” or “FSIArb” or “MSIArb” or “ASIArb” after his name.
5.10.3 Every member, to the best of his ability, shall be bound to advance the objects, interests and prestige of the Institute and shall observe the Rules of Professional Conduct and all Rules, Regulations and Bye-Laws of the Institute for the time being in force.
5.10.4 The privileges and obligations of members as prescribed by these Rules shall be common to all members of the Institute except as otherwise stated.
5.11 General Meetings
5.11.1 Every member, provided that he shall not be in arrears in the payment of any monies due and payable to the Institute, shall be entitled to receive notification of and to attend all General Meetings of the Institute subject to the provisions of Clauses 5.11.2 and 5.11.3 hereof.
5.11.2 Associate Members shall attend the General Meetings of the Institute as observers only and shall not be entitled to vote therein, or stand for office.
5.11.3 Only Fellows and Members shall be entitled to vote at General Meetings, and they shall be entitled to call for an Extraordinary General Meeting.
5.12 Representation on Outside Bodies
5.12.1 Only Fellows or Members or such persons as the Council shall deem fit to appoint shall represent the Institute on Outside Bodies in Singapore or elsewhere.
5.13.1 Without prejudice to any other power to enact Bye-Laws the Council may make rules for regulating the professional practice, conduct and discipline of members.
5.13.2 There shall be established pursuant to provisions of the Bye-Laws thereto an Investigating Panel and a Disciplinary Board for the purpose of investigating any allegation of professional misconduct and taking appropriate action in respect thereof.
5.13.3 The investigative procedure and imposition of any sanction on a member as a result thereof shall be authorised and regulated pursuant to the provisions of the Bye-Laws.
5.13.4 The meanings assigned to "professional misconduct" by a member signifies his conviction of a serious criminal offence, and becoming a matter for disciplinary action by another professional body, or where he has conducted himself in a manner which in the opinion of the Council shall render him unfit to continue to belong to the Institute.
5.13.5 Disciplinary proceedings may be taken against any member who acts in contravention of any one or more of the following reasons:
18.104.22.168 Makes a false declaration signed by him in his application for membership or for transfer to another class of membership.
22.214.171.124 Has conducted or having conducted himself in a manner which in the opinion of the Council is unbecoming as a member of the Institute.
126.96.36.199 Has been convicted of a serious offence involving fraud or dishonesty or relating to the Laws of Singapore or elsewhere which resulted in a term of imprisonment.
188.8.131.52 The Honorary Secretary shall inform the person against whom disciplinary action has been taken within fourteen (14) days of the decision being made and in the event of his reinstatement he shall likewise be so duly informed.
5.13.6 The Council shall have the power by resolution passed by at least two-thirds of the Council Members present and voting to take disciplinary action against any member by way of reprimand, suspension or expulsion, provided always that the expulsion of any member shall not take effect unless and until the same is confirmed at an Extraordinary General Meeting of the Institute by a resolution passed by at least two-thirds of the number of members present and voting.
5.14 Suspension or Cessation of Rights and Privileges
5.14.1 Where a member is suspended or expelled, he shall cease to be entitled to any rights and privileges with effect from the date of suspension or expulsion, as the case may be.
5.15 Reinstatement of Expelled Member
5.15.1 Expelled Members
184.108.40.206 Where a member has been expelled by the Institute, he may re-apply to the Council for his membership to be reinstated after three years from the date of his expulsion.
220.127.116.11 Every application for reinstatement of membership shall be made in the same manner as that prescribed for the application for admission of members. In addition, each re-application shall be accompanied by statements by the requisite sponsors each testifying to the effect that the member is now fit to be re-admitted.
18.104.22.168 The Council shall have power by resolution passed by at least two-thirds of the Council members present and voting to re-admit any expelled member.
5.16 Resignation of Member
5.16.1 A member intending to discontinue his membership of the Institute shall tender his resignation in writing and address to the Honorary Secretary on or before the first day of March in any year and in default of his doing so the member shall be liable to pay the full subscription for the following year, provided always that the resignation of membership shall not release the member concerned from any obligation which he has already incurred to the Institute in respect of arrears of subscription or otherwise prior to the date of resignation.
5.16.2 A member's name shall be removed from the Register as from the date on which his resignation becomes effective.
5.17 Termination of Membership
5.17.1 Without prejudice to the other provisions therein, a member shall be liable to have his membership terminated by the Council of the Institute for any one or more of the following reasons:
22.214.171.124 He dies or becomes a bankrupt, or is in arrears in the payment of subscriptions for three months, or compounds with, or makes an assignment of his property for the benefit of his creditors.
126.96.36.199 He is certified to be of unsound mind under Mental and Disorders Act.
5.18.1 The procedure for the termination of the membership of any member shall be as provided in the Bye-Laws.
5.19 Membership Register
5.19.1 A Register of all classes of membership shall be kept by the Institute and the name and address of every member shall be recorded in such Register.
6.1 Entrance Fees and Annual Subscriptions
188.8.131.52 The amount of entrance fees and annual subscriptions payable by members shall be from time to time determined by resolution of the Council of the Institute provided always, that any increase in excess of 50% of the existing entrance fee and annual subscription, will be subject to approval by the general meeting of members.
184.108.40.206 The Council may resolve that, subject to such terms and conditions as the Council may specify, members who are admitted or readmitted to membership after the due date in any year are only required to pay a proportionate amount of the annual subscription due for the year.
6.2 Due Date
6.2.1 Annual Subscriptions shall be payable in advance and every member shall be liable for the payment of his subscription until he ceases to be a member either by his resignation or by the termination of the Council of the Institute, and shall be due on the first day of April of each and every year irrespective of the date of payment of the first subscription.
6.3 First Payment
6.3.1 Every candidate for membership shall submit with his application form the appropriate entrance fee and the full amount of the annual subscription payable in respect of the year in which the application is made.
6.4.1 Every candidate for transfer to another class of membership shall submit with his application form the difference between the aggregate of entrance fee and the full amount of annual subscription paid by him in respect of the class of membership to which he then belongs and the aggregate of entrance fee and the full amount of annual subscription payable in respect of the class of membership to which he is applying to be transferred, subject to the provisions of sub-clause 220.127.116.11.
6.5 Default Of Subscription
6.5.1 If the subscription of any member shall remain unpaid at the expiration of two (2) months after the same is or becomes due, the rights and privileges of that member shall be automatically suspended in the manner as provided in the Bye-Laws.
6.5.2 If the subscription of any member shall remain unpaid at the expiry of six (6) months after the same is or becomes due, the membership of that member may be terminated by the Council in the manner as provided in the Bye-Laws.
6.5.3 A member whose membership has been terminated as aforesaid may be reinstated by the Council as provided in the Bye-Laws.
6.6 Annual Budget
6.6.1 The Annual Budget of the Institute or any amendment thereto shall be approved by the Council by resolution passed by at least two-thirds of the Council members present and voting before the same may be implemented.
6.6.2 The Annual Budget shall be prepared and implemented by the Finance Committee.
6.7 Records Of Institute Accounts
6.7.1 The Council shall cause to be kept a true account of all money received and expended by the Institute and of all monetary transactions and of the assets and liabilities of the Institute.
6.7.2 Subject to such reasonable restrictions that may be imposed by the Council from time to time, the accounts of the Institute shall be open for inspection by members provided that a request therefor shall have been made to the Honorary Treasurer in writing at least seven (7) days prior to the proposed date of inspection.
6.8 Audit and Auditors
6.8.1 At least once in every year the account of the Institute shall be audited by one or more qualified Auditors who shall not be members of the Institute. Council shall at each Annual General Meeting lay before the members the audited statements of accounts so prepared together with a report of the state and progress of the Institute.
6.9 Financial Year
6.9.1 The Financial Year of the Institute shall commence from 1st day of April of the same year to 31st day of March of the following year.
6.10.1 The income and the property of the Institute howsoever derived shall be applied solely towards the promotion of the objects of the Institute.
7.1.1 The governing body of the Institute shall be the Council of the Institute. (hereinafter called the Council).
7.1.2 The Council comprising the members as specified in Clause 7.1.3 hereinafter shall be elected at each Annual General Meeting of the Institute.
7.1.3 The business and affairs of the Institute shall be conducted by a Council which shall consist of eleven (11) members comprising four (4) office bearers, namely, a President, a Vice-President, an Honorary Secretary and an Honorary Treasurer, and seven (7) other members one of whom shall be the incumbent President in the event that he is not re-elected to be the President. In the event of the incumbent President being so elected, one of the said eleven (11) other members shall be the person who has held office as President immediately prior to the said incumbent President.
7.1.4 Notwithstanding clause 7.2.1, the Council shall have power to co-opt up to three (3) additional members to serve on the Council. Save for the powers under Clause 7.9.3 to propose, second or vote on any motions, and election as Chairman under Clause 7.13, the co-opted member shall have the same powers, obligations and responsibilities as an elected member of the Council.
7.1.5 All co-opted members shall retire at the next Annual General Meeting.
7.2.1 Subject to Clause 7.2.4 every member of the Council shall be a Singapore Citizen or Permanent Resident or ordinarily resident in Singapore and shall either be a Fellow or Member of the Institute for at least two (2) years prior to being elected as member of the Council or being a Fellow or Member of the Institute, has prior to being so elected:
7.2.2 Served as a member of the Committee of the Institute for at least one term of the Council, or
7.2.3 Represented the Institute in an official capacity on an outside body for at least one term of the Council, in the context of this clause, the word “Committee” shall include any committee, sub-committee and ad-hoc committee.
7.2.4 An office-bearer shall be a Singapore Citizen or Permanent Resident or ordinarily resident in Singapore and shall have served as a member of the Council for at least one full term (2 years) prior to being elected as an office-bearer.
7.2.5 For the purposes of this clause, a person is “ordinarily resident in Singapore” if he has resided in Singapore for a period of at least 183 days in the period of one year immediately preceding the date of his nomination as a council member or office-bearer.
7.3.1 An office-bearer other than the Honorary Treasurer who has held any office for two (2) consecutive terms as at the date of election shall not be elected to that same office.
7.3.2 The Honorary Treasurer shall hold office for only two (2) years, and shall not be eligible for re-election to that same office except after the expiration of two (2) years from the date he last held office as Honorary Treasurer.
7.3.3 Council members shall not be paid, or receipt of any remuneration or fee for acting as such and no member of the Council shall be appointed to any salaried office of the Institute.
7.4 Election of Council
18.104.22.168 The Honorary Secretary shall, no later than fourteen (14) days before the day appointed for the Annual General Meeting, cause to be delivered to every member an invitation to nominate candidates for the posts of office-bearers and members of the Council, together with a nomination form.
7.5.1 Nominations shall be made on the nomination form referred to in Clause 22.214.171.124 hereof. Each nomination form shall be delivered to the Honorary Secretary no later than seven (7) days before the day appointed for the Annual General Meeting. Any nomination form which does not comply with 7.5.2 herein and/or is spoilt, or defaced shall be invalid.
7.5.2 Each nomination shall be made by two (2) members who shall propose and second, and the nomination form shall bear the written consent of the member so nominated.
7.5.3 Nominations made from the floor at the Annual General Meeting shall not be accepted.
7.5.4 Every Candidate and his respective proposer and seconder, and each of them hall not be in arrears of his or their respective subscriptions as at the date of nomination.
7.5.5 Every nomination form shall be sealed and delivered to the Honorary Secretary of the Institute and shall only be opened after the time specified for the closing of nominations.
7.5.6 Any nomination that is not made in accordance with the provisions herein shall be invalid.
7.5.7 Rotation Of Council
126.96.36.199 The President, Vice-President, Honorary Secretary, Honorary Treasurer and the six members of the Council shall hold office for two (2) years, provided that at each of the Annual General Meetings, one half of the number of office-bearers and members of the Council shall retire.
7.6.1 The voting members at the Annual General Meeting shall elect a Returning Officer and two or more members as scrutineers of the election. A candidate standing for election shall not be eligible to be a scrutineer.
7.6.2 The scrutineers shall be under the direction of the Returning Officer and shall open and count the ballots. The Returning Officer's decision on any matter relating to the elections shall, subject to the provisions of the Constitution, be final.
7.7.1 Where there is only one candidate for any post of office-bearer, that candidate shall be deemed to be duly elected and the Returning Officer shall so declare. Where there are two or more candidates for any post of office-bearer, the candidates with the most number of votes shall be deemed to be duly elected and the Returning Officer shall so declare.
7.7.2 Where there are only three (3) candidates for election to be members of the Council other than as office-bearers, each such candidate shall be deemed to be duly elected and the Returning Officer shall so declare. Where there are more than three (3) candidates standing for election to be members of the Council other than as office-bearers, each member present and voting shall vote for three (3) candidates only, casting one vote for each of those candidates. When voting is completed the three (3) candidates who, among those standing for election, have the most number of votes cast in their favour shall be deemed to be duly elected and the Returning Officer shall so declare.
7.7.3 Voting shall not be from the floor and no proxy votes shall be allowed. Each voting member shall be given a ballot paper which shall contain directions for its use and any ballot paper which fails to comply with any such directions shall be rejected by the scrutineers and that vote shall be invalidated.
7.7.4 In the event of an equality of votes between two or more candidates in respect of any vacancy, there shall be one recount of the votes cast in respect of those candidates. If after such recount, there remains an equality of votes, the Chairman of the Annual General Meeting shall have the casting vote.
7.8 Vacation of Office
7.8.1 A member of the Council may present his resignation in writing to the Council, and upon expiry of fourteen days from the date of such resignation, or upon its earlier acceptance by the Council, he shall cease to be a member of the Council.
7.8.2 A member of the Council shall be deemed to have vacated his office forthwith in any one or more of the following events:
7.8.3 He fails, at any time after his election, within any one or more of the restrictions as provided herein from holding the office to which he has been elected.
7.8.4 He is suspended or expelled from the Institute or his membership is terminated by the Council.
7.8.5 He has absented himself from three consecutive meetings of the Council in any one Council Year without the leave of the Council.
7.8.6 Causal Vacancies
188.8.131.52 If through any cause whatsoever any of the offices of Office-Bearers shall become vacant the Council shall elect from its own member a successor for the unexpired portion of the term and the vacancy on the Council so created shall be filled as provided in the next succeeding clause 184.108.40.206.
220.127.116.11 Other than as provided in clause 7.8.5 hereof any vacancy on the Council shall be filled at the next meeting of the Council in the manner following:
a) by the declaration of the Honorary Secretary of that person who would next have been elected at the election of Council member had one further Council member been required, and in the event of that person not being willing to accept the office then the next succeeding person according to the ballot.
b) in the event of there being insufficient candidates at the aforesaid ballot to fill such vacancy the Council shall determine the member to so fill it.
7.9 Proceedings of the Council
7.9.1 The meetings of the Council shall be at least once in every two months or as often as the affairs of the Institute may require, and may so transact the business of the Institute notwithstanding any vacancy in the Council. No business shall be transacted at any meeting of the Council unless a quorum is present at the time when the meeting proceeds to business. Five (5) members of the Council present in person shall form a quorum.
7.9.2 If after half an hour of the time appointed for the Council Meeting, a quorum is not present, the Council may only proceed to discuss business which does not require a vote or to receive a report on which no decision are necessary to be made.
7.9.3 At any Council Meeting a motion put to the vote of the meeting shall be proposed and seconded and shall be decided, unless otherwise expressly provided herein, on a simple majority vote and by a show of hands unless a poll is demanded by not less than half of the Council members present or the Chairman or the proposer of the motion.
7.9.4 Unless a poll is so demanded a declaration by the Chairman that a motion has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Council as recorded by the Honorary Secretary of the Institute, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.
7.9.5 If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman may direct and the result of the poll made as a resolution of the meeting at which the poll was demanded. But a poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith.
7.9.6 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
7.9.7 The Council shall cause to be made in a book provided for that purpose minutes of all resolutions and proceedings at all meetings of the Council. Such minutes shall not be open to inspection by any member of the Institute except such portions thereof as may be approved by the Council pursuant to a specific request therefor.
7.10 Powers and Duties of Council
7.10.1 The affairs of the Institute shall be administered and directed by the Council which may exercise all such powers of the Institute as are not by this Constitution required to be exercised by the Institute in General Meeting, subject, nevertheless, to any of the provisions of this Constitution and to such Rules, being not inconsistent with the aforesaid provisions, as may be prescribed by the Institute in General Meeting; but no Rule made by the Institute in General Meeting shall invalidate any prior act of the Council which would have been valid if that Rule had not been made.
7.10.2 The Council shall have power to create or appoint from time to time Committees as it deems fit to assist the Council in the management of the Institute and in particular, but without limiting the generality of the foregoing, shall have power to create or appoint Committees as set out in the Bye-Laws.
7.10.3 The Council shall have powers to appoint such members of the Institute as it deem fit to represent the Institute in any association, organisation, or government body.
7.10.4 The Council shall have power to promulgate a Code of Professional Conduct which shall be binding on all members of the Institute and to amend or revise the same from time to time provided such amendment or revision is confirmed by a resolution passed by not less than one half of the members of the Institute present and voting at an Extraordinary General Meeting called for that purpose.
7.10.5 The Council shall have power to prepare the conditions of engagement and a scale of professional charges for the guidance of members of the Institute and to amend or revise the same from time to time.
7.10.6 The Council shall have power to take disciplinary action against any member by way of reprimand, suspension or explusion in the manner provided herein.
7.10.7 The Council shall have power to terminate the membership of any member and to reinstate the same in the manner provided herein.
7.10.8 The Council shall have power to receive and take entrance fees and subscriptions and any donation or gift of money or property for any of the purposes and objects of the Institute whether subject to any special trust or not.
7.10.9 The Council may from time to time make such Regulations consistent with any provisions of the Bye-Laws of the Institute as it may think fit for the more effectual conduct of the business of the Institute, and from time to time rescind the same and make and publish other Regulations in lieu or substitution thereof or in addition thereto, and the Regulations for the time being in force shall be binding upon all the members; but so that no Regulation shall have any validity or effect if it involves any alteration of, or addition to, the Bye-Laws.
7.11 Acts of the Council
7.11.1 Any action taken by the Council or by any member thereof acting as such shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of the Council or any member thereof or that member of the Council or that member has been or is disqualified, be as valid as if every such member had been duly and properly appointed and qualified so to act.
7.12 Terms of Office
7.12.1 The members of the Council shall enter upon their respective duties on and as from the date of their election or appointment and shall hold office until a new Council is elected, subject to the provisions of Clause 7.8 hereof.
7.13.1 The Chairman of any meeting of the Council shall be the President or in his absence the Vice-President or in the absence of both, the Honorary Secretary, or in the absence of these three, the Honorary Treasurer, or in the absence of these four, such Council Members as the members present at the meeting shall elect. The Chairman shall have both a deliberative and a casting vote.
18.104.22.168 The President of the Institute shall be the chairman of the Administration and Finance Committee.
22.214.171.124 Other than the chairman of the Administration and Finance Committee, the respective chairman of each committee shall be appointed by the Council at the first meeting of the Council after the Council's election, or as soon thereafter as the Council determines.
126.96.36.199 The chairman of any ad-hoc committee shall be appointed by the Council as and when the need arises. The chairman of any sub-committee of a committee shall be appointed by the chairman of that committee.
8.2.1 The members of the Administration and Finance Committee shall be the office-bearers and such other members of the Council as the President shall appoint.
8.2.2 Unless otherwise expressly provided herein, the members of any committee shall be appointed by the chairman of that committee, subject to the approval of the Council.
8.2.3 Subject to the preceding Clause 8.2.2 thereof, all members of committees, ad-hoc committees and sub-committees shall be members of the Institute.
8.3 Terms of Reference/Guidelines
8.3.1 The Council shall have power to stipulate the terms of reference and guidelines of any committee in the manner as provided in the Bye-Laws.
8.4.1 Each committee shall meet at regular intervals not exceeding one month or such other intervals as the Council may determine from time to time.
8.4.2 The minutes of such meetings shall be kept in a minutes book and copies hereof shall be sent to the President and the Honorary Secretary within two weeks of every meeting.
8.4.3 The President of the Institute shall be entitled to receive notice of, attend and vote in all meetings of all committees and trusts of the Institute.
8.4.4 The chairman of any committee shall be entitled to receive notice of, attend and vote in all meetings of such sub-committees of that committees as the case may be.
8.4.5 The quorum for any meeting of any committee shall be more than half of the number of members of that committee provided that no quorum is required for any working session where no vote is required.
8.5 Terms of Office
8.5.1 Any committee shall continue to hold office until a new committee is appointed in its place or until it is dissolved by the Council, whichever is earlier.
8.5.2 Any ad-hoc committee or sub-committee shall continue to hold office until it has finished the work for which it has been formed or until a new ad-hoc committee or sub-committee is appointed to replace it or until it is dissolved by the Council, whichever is earlier.
9.0 COMMON SEAL AND EXECUTION OF DEEDS
9.1 The Common Seal of the Institute shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two members of the Council and one of whom must be the Honorary Secretary, or other person as aforesaid, shall sign every instrument to which the Common Seal of the Institute is so affixed in their presence.
10.0 ANNUAL GENERAL MEETING
10.1.1 An Annual General Meeting of the Institute shall be held within six months after 31st March in each and every year on a date to be fixed by the Council. All general meetings other than the Annual General Meetings shall be called Extra-ordinary General Meetings.
10.2.1 The Annual General Meeting shall consider the following business:
10.2.2 To receive and adopt the minutes of the previous Annual General Meeting and the minutes of any Extra-ordinary General Meeting which may have been held since the last Annual General Meeting.
10.2.3 To receive and consider the annual report prepared by the Honorary Secretary of the Institute.
10.2.4 To receive and consider the audited annual balance sheet and statement of accounts of the Institute.
10.2.5 To elect the office-bearers and other members of the Council.
10.2.6 To consider and transact any other business.
10.3 Notice and Agenda
10.3.1 Notice of an Annual General Meeting shall be given to all members entitled to receive such notice at least two weeks before the date appointed for the meeting.
10.3.2 The agenda and papers for the conduct of the business of the Annual General Meeting shall be posted by the Honorary Secretary to all members entitled to vote at least two weeks before the date appointed for the meeting.
10.4 Other Business
10.4.1 Any other business not stated in the aforesaid agenda and which any member wishes to consider or transact at the Annual General meeting shall be communicated to the Honorary Secretary in writing and be received by him at least one week before the date appointed for the meeting.
10.4.2 Such other business as aforesaid shall be communicated to the Honorary Secretary in the form of a motion which shall be properly proposed and seconded by members who shall not as at the date of receipt of the motion by the Honorary Secretary be in arrears in the payment of any subscriptions or other sums due to the Institute.
10.4.3 The said motion shall be tabled by the Honorary Secretary to all members present and voting on the date appointed for the meeting.
10.5.1 Save as provided in Article 10.5.2, no business shall be transacted at any Annual General Meeting unless a quorum is present at the time when the meeting proceeds to business. Save as is herein otherwise expressly provided, at least 25% of the total membership of the Institute as at the date of the Annual General Meeting or forty members present in person, whichever is less, shall form a quorum.
10.5.2 If within fifteen minutes from the time appointed for the holding of the meeting a quorum is not present, the meeting shall be adjourned for a further period of fifteen minutes and if at that time a quorum is still not present, the members present whatever their number may proceed with the business of the meeting but shall have no power to alter, amend or make additions to the existing Constitution.
10.6.1 The Chairman of the Annual General Meeting shall be the President or in his absence the Vice-President or in the absence of both, the Honorary Secretary, or in the absence of these three, the Honorary Treasurer, or in the absence of these four, the Members present at the meeting shall elect one of the members to be the chairman of the meeting.
10.7.1 A motion put to the vote of the meeting shall be proposed and seconded and shall be decided, unless otherwise expressly provided herein, on a simple majority vote and by a show of hands, unless a poll is demanded by not less than 10% of the voting members present, or the chairman or the proposer of the motion.
10.7.2 Unless a poll is so demanded a declaration by the chairman that a motion has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.
10.7.3 Subject to the preceding Clause 10.7.2 thereof every member shall have one vote and no more.
10.7.4 No member shall be entitled to vote at any meeting unless all monies due from him to the Institute have been paid.
10.7.5 If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman may direct and the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
10.7.6 In the case of an equality of votes, whether on a show of hands or on poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
11.0 EXTRAORDINARY GENERAL MEETINGS
11.1.1 The Council may whenever it thinks fit convene an Extraordinary General Meeting, and an Extraordinary General Meeting shall be convened when the same is requisitioned by not less than ten members entitled to vote at the general meetings.
11.1.2 The said requisition shall be signed by every member requisitioning the same and shall specify the business to be transacted at such Extraordinary General Meeting. No business other than that so specified shall be transacted or discussed at the meeting.
11.2.1 The Extraordinary General Meeting shall be held within three (3) weeks from the date of receipt of the requisition by the Honorary Secretary and at least seven days' notice of such meeting specifying the business to be transacted thereat shall be given by the Honorary Secretary to every member entitled to receive notice of general meetings.
11.3.1 No business shall be transacted at any Extraordinary General Meeting unless a quorum is present at the time when the meeting proceeds to business.
11.3.2 Save as herein otherwise provided, 25% of the total membership of the Institute as at the date of meeting or forty members present in person whichever is less shall form a quorum.
11.3.3 If within half an hour from the time appointed for the holding of the Extraordinary General Meeting no quorum is present, the meeting shall be dissolved.
11.4.1 The provisions of Clauses 10.6 and 10.7 shall, mutatis mutandis, apply to an Extraordinary General Meeting as they apply to the Annual General Meeting.
12.1 Every member of the Council and duly appointed office-bearers of the Institute shall be indemnified by the Institute against, and it shall be the duty of the Council to payout of the funds of the Institute, all costs losses and expenses which any such member of the Council or office-bearer may incur or become liable to pay by reason of any contract made or any act or deed by him on behalf of or as authorised by the Institute or in the proper discharge of his duties as such member of the Council or office-bearer. The right of any member of the Council or office-bearer to be indemnified as herein provided shall rank in priority over any other debts owing by the Institute to any other member or members of the Institute. As between any persons entitled to be indemnified as provided herein, their respective rights to be so indemnified shall rank equally.
13.1 No member of the Council or office-bearer of the Institute shall be liable for the acts, neglect, or default of any other, or for any loss damage or expense suffered or incurred by the Institute arising or resulting from the defect of or deficiency in the title to any property acquired by the Institute or from the bankruptcy, insolvency or liquidation of any person or corporate body with whom any monies, securities or effects may be deposited or from the execution of his respective duties unless the same shall be occasioned by his own wilful default.
14.1.1 No alterations, additions or other amendments to any of the provisions of this Constitution shall be made except by a resolution passed by not less than two-third of the numbers of members present and voting at a General Meeting and they shall not come into force without the prior sanction of the Registrar of Societies.
14.2.1 The Bye-Laws of the Institute or any of them may be altered, added to, suspended, repealed or otherwise amended at any time and from time to time by a resolution passed by not less than two-third of the number of Council members present and voting at a Council Meeting convened for that purpose.
14.2.2 If the Honorary Secretary shall receive any motion for the alteration, addition or amendment to any of the Bye-Laws, or for the suspension or repeal thereof, such motion being proposed and seconded by any member or members of the Council, or by no less than ten (10) members then entitled to vote at general meetings, the Honorary Secretary shall convene a meeting of the Council to consider and vote on the said motion, and such meeting of the Council shall be held within two months from the date of receipt of the said motion by the Honorary Secretary.
14.3 Registrar of Societies
14.3.1 The Honorary Secretary shall within seven (7) days of the passing of any resolution pursuant to Clause 14.1 or Clause 14.2 thereof give notice of the same to the Registrar of Societies.
15.1 The Institute shall not be dissolved except with the consent of not less than two-third of the total number of members of the Institute then entitled to vote and present at a General Meeting convened for the purpose.
15.2 In the event of the Institute being dissolved, as provided for above, all debts and liabilities legally incurred by or on behalf of the Institute shall be fully discharged, and a general meeting convened for the purpose shall then decide on the disposal of any remaining funds.
15.3 Notice of such dissolution shall be given within seven days of the dissolution to the Registrar of Societies of Singapore.