Constitution.
CONSTITUTION OF PORTUGUESE ASSOCIATION (SINGAPORE)
NAME
1.1 This Society shall be known as the “Portuguese Association (Singapore)” hereinafter referred to as the “Society”.
PLACE OF BUSINESS
2.1 Its place of business shall be at “48 Meyer Road, Equatorial Apartments, #05-48, Singapore 437872” or such other address as may subsequently be decided upon by the Board and approved by the Registrar of Societies. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
OBJECTS
3.1 Its objects are:
a.) To facilitate contact among Portuguese citizens living in Singapore.
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b.) To foster friendship and contact between the Portuguese community, the Portuguese speaking community and the friends of Portugal in general.
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c.) To organize social, cultural, and recreational events, predominantly related to Portugal, and Portuguese traditions, that are in the general interest of the Members of the Society and the wider Singaporean community.
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d.) To encourage participation in charitable projects for the community.
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e.) To foster understanding between Portuguese and Portuguese speaking communities, the friends of Portugal, and the wider Singaporean community.
f.) To bring awareness of the Portuguese heritage to the younger members of the Portuguese community and other communities
that share the same language, friends of Portugal and the wider Singaporean community.
3.2 The Portuguese Association is a non-political, non-religious and non-profit seeking association of Portuguese citizens, Portuguese speaking communities, and persons with a close relation to Portugal.
MEMBERSHIP QUALIFICATION AND RIGHTS
4.1 The Society has the following categories of membership:
a.) Individual Membership is open to Portuguese citizens, any persons who are married to Portuguese citizens or any persons from countries that utilise Portuguese as a spoken language and who are above twentyone (21) years of age; and children of such members who are below twenty one (21) years of age.
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b.) Honorary Membership is open to the Ambassador of Portugal and his/her spouse who shall be invited to join the Society during their term of service, any visiting Portuguese Professors or any other person that the Board deems to be eligible by way of a vote.
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c.) Student Membership is open to Portuguese citizens, or any persons from countries that utilise Portuguese as a spoken language who are full time or part time students temporarily residing in Singapore and above eighteen (18) years of age.
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d.) Senior Membership is open to Portuguese citizens, or any persons who are married to Portuguese citizens or any persons from countries that utilise Portuguese as a spoken language and who are above sixty (60) years of age.
4.2 Only Individual Members who are above twenty-one (21) years of age shall have the right to vote and to hold office in the Society.
APPLICATION FOR MEMBERSHIP
5.1 A person wishing to join the Society should submit his/her particulars to the Secretary on a prescribed form.
5.2 The Board shall review all membership applications in accordance with this Constitution.
5.3 A copy of the Constitution shall be furnished to every approved Member upon payment of the entrance fee.
5.4 Any Member may resign from his/her membership by written notice to the Secretary and he/she shall pay up all his/her dues.
5.5 The Board may propose the expulsion of any Member to the General Meeting if it is of the opinion that he/she has been guilty of any misconduct.
ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES
6.1 The entrance fees and annual subscription shall be determined by the General Meeting on recommendation from the Board from time to time and any change in the membership fees shall not apply retroactively.
6.2 The membership is automatically renewed yearly upon payment of the annual subscription.
6.3 Honorary Members shall not be required to pay any entrance fee or annual subscription.
6.4 Children of Individual Members who are below twenty-one (21) years of age shall not be required to pay entrance fee or annual subscription.
6.5 Student Members shall be admitted, upon application, to the Society for up to twelve (12) months without paying the annual subscription.
6.6 For Senior Members, the entrance fee is waived, and the annual subscription is reduced by half.
6.7 An entrance fee and an annual subscription are payable within two (2) weeks of approval of membership, in default of which membership may be cancelled by order of the Board.
6.8 If a Member falls into arrears with his/her subscription or other dues and fails to settle his/her arrears within one (1) month of their becoming due, he/she shall be denied the privileges of membership until he/she settles his/her account. If he/she falls into arrears for more than two (2) months, it will be considered as resignation and membership will be cancelled by the Board.
6.9 Any additional fund required for special purposes may only be raised from members with the consent of the general meeting of the Members.
6.10 All Members have equal rights and shall support as actively as possible the goals of the Society. They should observe the deadlines for the annual subscription and give notice to the Society of any change of personal data, e.g. change of address. All Individual Members who are above twenty-one (21) years of age and who have paid the annual subscription shall be entitled to one (1) vote. The liability of members is limited to the annual subscription.
6.11 The income and property of the Society whensoever derived shall be applied towards the promotion of the objects of the Society as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of the Society or to any of them or to any person claiming through any of them.
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SUPREME AUTHORITY AND GENERAL MEETINGS
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7.1 The supreme authority of the Society is vested in a General Meeting of the members.
7.2 An Annual General Meeting shall be held within three (3) months from the close of its financial year.
7.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership or thirty (30) voting Members, whichever is the lesser, and may be called at any time by order of the Board. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene the Extraordinary General Meeting.
7.4 If the Board does not within two (2) months after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the Members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days' notice to voting Members setting forth the business to be transacted and simultaneously posting the agenda
on the Society's notice board.
7.5 The President, or in his/her absence the Vice-President, shall chair both the Annual and any Extraordinary General Meetings.
7.6 At least two (2) weeks' notice shall be given of an Annual General Meeting and at least ten (10) days' notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting Members. The particulars of the agenda shall be posted on the Society's notice board four (4) days in advance of the meeting.
7.7 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.
7.8 The following points will be considered at the Annual General Meeting:
a.) The previous financial year's accounts and annual report of the Board.
b.) Where applicable, the election of office‑bearers and Honorary Auditors for the following term. Any Member who wishes to place an item on the agenda of a General Meeting may do so provided he/she gives notice to the Secretary one (1) week before the meeting is due to be held.
7.9 At least 25% of the total voting membership or thirty (30) voting Members, whichever is the lesser, present at a General Meeting shall form a quorum.
7.10 In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum but they shall have no power to amend any part of the existing Constitution.
7.11 All decisions and votes in General Meetings are taken by simple majority of the voting Members present. In the event of a tie, the chairman of the General Meeting shall cast a deciding vote.
MANAGEMENT AND BOARD
8.1 The administration of the Society shall be entrusted to a Board consisting of the following Members to be elected at alternate Annual General Meeting:
A President
A Vice President
A Secretary
A Treasurer
Three (3) Ordinary Board Members
The President shall be a Portuguese citizen and there shall be a majority of Portuguese citizens among the Members of the Board at any one time. Foreign Diplomats shall not serve as Board Members.
8.2 Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the Members. All office-bearers may be re-elected to the same or related post for a consecutive term of office. The term of office of the Board is two (2) years.
8.3 Election will be either by show of hands or, subject to the agreement of the majority of the voting Members present, by a secret ballot. In the event of a tie, the chairman of the meeting shall have a casting vote.
8.4 A Board Meeting shall be held at least once every three (3) months after giving seven (7) days' notice to Board Members. The President may call a Board Meeting at any time by giving five (5) days' notice. Majority of the Board Members must be
present for its proceedings to be valid.
8.5 Any member of the Board absenting himself/herself from three (3) meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Board and a successor may be co-opted by the Board to serve until the next Annual General Meeting. Any changes in the Board shall be notified to the Registrar of Societies within two (2) weeks of the change.
8.6 The duty of the Board is to organize and supervise the daily activities of the Society. The Board 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 Meetings.
8.7 The Board has power to authorise the expenditure of a sum not exceeding $1000 per month from the Society's funds for the Society's purposes.
DUTIES OF OFFICE BEARERS
9.1 The President shall chair all General and Board meetings. He/She shall also represent the Society in its dealings with outside persons.
9.2 The Vice-President shall assist the President and deputise for him/her in his/her absence.
9.3 The Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. He/She will keep minutes of all General and Board meetings. He/She shall always maintain an up-to-date Register of Members.
9.4 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness. He/She is authorised to expend up to $250 per month for petty expenses on behalf of the Society. He/She will not keep more than $250 in the form of cash and money in excess of this will be deposited in a bank to be named by the Board. Cheques, etc. for withdrawals from the bank will be signed by the Treasurer and either the President or the Vice-President.
9.5 The Ordinary Board Members shall assist in the general administration of the Society and perform duties assigned by the Board from time to time.
9.6 As a rule, the President or the Secretary, shall sign all correspondences in the name of the Society. Financial related correspondence shall be signed either by the Treasurer, President, Vice-President or Secretary.
9.7 The Board shall not be liable for any loss occasioned by the exercise of its powers, except to the extent that such loss is the result of gross negligence or intentional misconduct of the Board or its Members.
AUDIT AND FINANCIAL YEAR
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10.1 Two (2) voting Members, not being Members of the Board nor related by family to any Board Members, shall be elected as Honorary Auditors at alternate Annual General Meetings and will hold office for a term of two (2) years only and shall not be re-elected for a consecutive term. The accounts of the Society shall be audited by a firm of Public Accountants and Chartered Accountants if the
gross income or expenditure of the Society exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.
10.2 They:
a.) Will be required to audit each year's accounts and present a report upon them to the Annual General Meeting.
b.) May be required by the President to audit the Society's accounts for any period within their tenure of office at any date and make a report to the Board.
10.3 The financial year shall be from 1st June to 31st May.
VISITORS AND GUESTS
11.1 Visitors and guests may be admitted into the premises of the Society but they shall not be admitted into the privileges of the Society. All visitors and guests shall abide by the Society’s rules and regulations.
PROHIBITIONS
12.1 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 Society's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
12.2 The funds of the Society shall not be used to pay the fines of Members who have been convicted in court of law.
12.3 The Society 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.
12.4 The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
12.5 The Society shall not hold any lottery, whether confined to its Members or not, in the name of the Society or its office-bearers, Board or Members unless with the prior approval of the relevant authorities.
12.6 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force, and other relevant authorities, where necessary.
AMENDMENTS TO CONSTITUTION
13.1 The Society shall not amend its Constitution without the prior approval in writing of the Registrar of Societies. No alteration or addition/deletion to this Constitution shall be passed except at a General Meeting and with the consent of two-thirds (2/3) of the voting Members present at the General Meeting.
INTERPRETATION
14.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Board shall have power to use their own discretion. The decision of the Board shall be final unless it is
reversed at a General Meeting of Members.
DISPUTES
15.1 In the event of any dispute arising amongst Members, they shall attempt to resolve the matter at an Annual General meeting or an Extraordinary General Meeting in accordance with this Constitution. Should the Members fail to resolve the matter, they may bring the matter to a court of law for settlement.
DISSOLUTION
16.1 The Society shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the Society for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.
16.2 In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of Members may determine or donated to an approved charity or charities in Singapore.
16.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.