Constitution of SWA:: SWA – Singapore Water Association

Constitution of SWA

NAME

1.1 This Association shall be known as the “Singapore Water Association”, hereinafter referred to as the “Association”.

PLACE OF BUSINESS

2.1 Its place of business shall be at “Singapore Water Exchange, 84 Toh Guan Road East, #05-06/07 Singapore 608501” or such other address as may subsequently be decided upon by the Council and approved by the Registrar of Societies.

OBJECTS

3.1 The objects for which the Association is established are:

(a) to provide a forum for collaboration and the interchange of ideas and knowledge among members in the provision of services in the water industry, including water activities related to Coastal Protection;
(b) to encourage and foster public, government and industry understanding of water and its contribution to economic development, quality of life and the environment;
(c) to meet the evolving needs and demands of an expanding and sophisticated water industry in Singapore;
(d) to increase the knowledge and skills of people working in the water industry;
(e) to serve as an important Singapore link to the international water network;
(f) To foster and promote the development of Singapore water industry as a significant global player; and
(g) to do all things necessary for and incidental to the advancement of those objects.

MEMBERSHIP QUALIFICATION AND RIGHTS

4.1 ORDINARY MEMBERSHIP
All Singapore registered companies and organisations which are active in the water industry or are supportive of the objectives of the Association shall be eligible to apply for admission as an Ordinary member. Every Ordinary Member shall be entitled to one vote each but each Ordinary member can nominate up to three nominees.

4.2 ASSOCIATE MEMBERSHIP
Companies or organisations who are interested in the water and wastewater industry but do not qualify for Ordinary Membership may apply for Associate Membership. Associate members are entitled to the same rights and privileges as Ordinary Members except voting rights.

4.3 HONORARY MEMBERSHIP
Individuals who have distinguished themselves in the water industry and can contribute to the cause of SWA may be invited to join as Honorary members by the Council. Honorary members are entitled to all the same rights and privileges of ordinary members.

4.4 INSTITUTIONAL MEMBERSHIP
Registered association, institution or society whose activities fall within the water and waste water industry shall be eligible to apply for admission as Institutional members. Institutional members are entitled to the same rights and privileges as Ordinary Members except voting rights or the right to hold office.

4.5 INDIVIDUAL MEMBERSHIP
Any persons whose professional, business or company is associated to water and waste water industry shall be eligible to apply for admission as Individual members. Individual Members have no voting rights or the right to hold office.

4.6 Every Member shall be bound to further to the best of his/her ability the objects, interests and influence of the Association, and shall observe all by-laws of the Association made pursuant to the powers hereinafter contained.

It is the responsibility of all Members:

(i) to safeguard the interests of the Association and to observe the provisions of the Constitution of the Association as well as to adhere to all resolutions passed at General Meetings;
(ii) to assist in the achievement of the objectives of the Association;
(iii) to pay promptly all monies due to the Association; and
(iv) to abide by all decisions of the Council.

4.7 MEMBERSHIP QUALIFICATION AND RIGHTS
(i) Every Ordinary Member shall be entitled to the following rights and privileges:

(a) to nominate and elect or be nominated and elected to be a member of the Council or be appointed to any Standing or Ad-hoc Council of the Association;
(b) to vote at General Meetings;
(c) to submit any proposal at General meetings;
(d) to seek advice from the Association; and
(e) to share and enjoy any privilege or benefits that may be obtained by or provided by the Association.

(ii) Every Associate Member shall be entitled to the following rights and privileges:

(a) to be a co-opted Member of the Council or an appointed Member of any Standing or Ad-hoc Council of the Association;
(b) to submit any proposal at General meetings;
(c) to seek advice from the Association; and
(d) to share and enjoy any privilege or benefits that may be obtained by or provided by the Association.

(iii) Every Institutional Member shall be entitled to the following rights and privileges:

(iv) Every Individual Member shall be entitled to the following rights and privileges:

(v) The rights and privileges of a Member shall be exclusive to the Member and shall not be capable of being transferred or assigned to any other person, body corporate, firm or organisation.

4.8 Every applicant for membership shall apply in such form and manner and to such person or council as the Association may prescribe from time to time.

4.9 The Council may, in its absolute discretion and without being required to assign any reason reject any application for admission to membership to the Association.

4.10 Upon acceptance or rejection of an application for membership, the Secretary shall give the applicant notice in writing of such acceptance or rejection. A copy of the Constitution shall be furnished to every approved member together.

ENTRANCE FEES AND SUBSCRIPTIONS

5.1 The Council:

(i) shall determine the entrance fees and subscriptions payable for membership;
(ii) may from time to time waive the entrance fees and subscriptions payable for membership for such period as it may deem fit.

5.2 Annual subscriptions are payable in advance within the first month of the year. If the member fails to settle its arrears within three (3) months of their becoming due, the President may order that its name be posted on the Association’s notice board and that it be denied the privileges of membership until the account is settled. If the member falls into arrears for more than twelve (12) months, it will cease to be a member. Notwithstanding any provisions in this Constitution, the Council reserves the right to impose a late payment charge and/or take legal action against the company to recover the debts owing to the Association.

5.3 Any additional funds required for special purposes may be raised from members with the consent of members at a General Meeting.

RESIGNATION

6.1 Members may resign from the Association by giving one month’s notice in writing to the Secretary.

6.2 A resigning member shall not be entitled to a refund of entrance fees or subscriptions or any part thereof.

CESSATION OF MEMBERSHIP

7.1 A member admitted to membership shall cease to be a member if:

(a) the member has a liquidator, provisional liquidator, receiver, receiver and manager or official manager appointed to it;
(b) the member has an administrator appointed to it;
(c) the member resolves to wind-up or is subject to an order to wind-up;
(d) the member enters into a scheme or arrangement with its creditors or otherwise compromises or compounds with its creditors;
(e) the member resigns;
(f) the member is found by the Council to have failed to comply with the rules, regulations and by-laws of the Association; and
(g) the member is in arrears of membership subscriptions for more than three (3) months.

7.2 Notice of cessation of membership should be given to the member within seven (7) days.

7.3 Any member whose membership has been ceased shall have a right of appeal to the President of the Association.

GENERAL MEETINGS

8.1 CONVENING GENERAL MEETINGS
A notice of any General Meeting and the business to be transacted shall be sent to all members at least fourteen (14) days before the Annual General Meeting and ten (10) days before Extraordinary General Meeting. The particulars of the agenda shall be posted on the Association’s notice board four days in advance of the meeting.

8.2 ANNUAL GENERAL MEETINGS
An Annual General Meeting of the Association shall be held after 31 March but no later than 31 July each year upon a date and time to be fixed by the Council.

8.3 BUSINESS OF ANNUAL GENERAL MEETING
The business of the Annual General Meeting shall be:

(a) to read and confirm minutes of the previous Annual General Meeting and of any extraordinary general meetings held in the previous year;
(b) to receive the annual report;
(c) to receive the auditor’s report;
(d) to receive the preceding year’s accounts;
(e) to appoint an external auditor;
(f) to elect, during alternate years, the members of the Council;
(g) to consider any other business which have been specified in the notice convening the meeting; and
(h) to consider any point of view or interest that member may raise for discussion, at the discretion of the President.

8.4 NOTICE OF RESOLUTION
Any member who wants to move any resolution at the Annual General Meeting shall give notice in writing together with the name of his seconder to the Secretary not less than ten (10) days before the Annual General Meeting.

8.5 EXTRAORDINARY GENERAL MEETING
All General Meetings, other than the Annual General Meeting, shall be called Extraordinary General Meetings.

8.6 The Secretary shall convene an Extraordinary General Meeting:
(a) upon receiving a requisition in writing, signed by not less than 25% of the total voting membership or 30 voting members, whichever is the lesser or; and
(b) upon order of the Council at anytime.

8.7 The requisition shall clearly state the reasons why such an Extraordinary General Meeting is being convened and the nature of business that is to be transacted.

8.8 The Extraordinary General Meeting shall be convened no later than two (2) months after the requisition is received by the Secretary. If the Council does not within two 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 days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Association’s notice board.

8.9 PROCEEDINGS AT GENERAL MEETINGS
At the General Meetings, the President, or in his absence, the Vice-President shall take the chair. In their absence, a member elected by the Council shall chair the General Meeting. Every Ordinary Member shall be entitled to one vote and in the case of an equal number of votes, the Chairman of the meeting shall have a second or casting vote.

8.10 QUORUM FOR GENERAL MEETINGS
At least 25% of the total voting membership or 30 voting members, whichever is the lesser, present at a General Meeting shall form a quorum. Unless otherwise stated in this Constitution, voting by proxy shall not be allowed at all General Meetings. Proxies shall not be constituted as part of the quorum. In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any of the existing rules.

MANAGEMENT AND COUNCIL

9.1 The administration of the Association shall be entrusted to a Council consisting of the following to be elected at alternate Annual General Meeting:

1 President

1 Vice-President (General Affairs)

1 Vice-President (Administration) as Secretary

1 Vice-President (Finance) as Treasurer

1 Vice-President (Sustainability & New Initiatives)

5 Council Members

The elected Council must be President, Chairman of the Board, Chief Executive Officer, Managing Director, Managing Partner, or holding positions equivalent to any of the above, of a qualified corporation or a division; and a ordinary member of the Association.

In addition, the Council may appoint any number of Past Presidents of the Association as Honorary Council Members. However, the Immediate Past President should remain as the Honorary Council Member. All Honorary Council Members shall participate in Council Meetings but shall not have voting rights on Council resolutions.

9.2 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, except the Treasurer may be re-elected to the same or related post for a consecutive term of office. The term of office of the Council is two years. The serving term for presidency is 2 consecutive term of office. Any extension of the term must receive approval from the Council, with a minimum of 50% consent required.

Nominations for the in-coming Council must be received by the out-going Secretary at least two (2) days prior to the Annual General Meeting.

9.3 Election will be either by show of hands or, subject to the agreement of the majority of the voting members present, by ballot or digital votes. In the event of a tie, a re- vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favour of one of themselves.

9.4 A Council Meeting shall be held at least once every 3 months after giving seven days’ notice to Council Members. The President may call a Council Meeting at any time by giving five days’ notice. At least 1/2 of the Council Members must be present for its proceedings to be valid.

9.5 Any member of the Council absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Council and a successor may be co-opted by the Council to serve until the next Annual General Meeting. Any changes in the Council shall be notified to the Registrar of Societies within two weeks of the change.

9.6 One permanent seat, non-elected seat shall be reserved for a representative from the Public Utilities Board. This seat on the Council shall not have any voting rights.

9.6 (i) To co-opt additional members (maximum 5) into the Committee.

9.7 POWERS AND FUNCTIONS OF THE COUNCIL

The Council shall have the following powers and functions:

(a) to decide on all matters concerning the management and administration of the Association;
(b) to be the sole authority for the interpretation of the Constitution, By-Laws and Regulations of the Association;
(c) to control the finances of the Association and decide how funds should be utilised and deployed;
(d) to make, alter, repeal or amend any Regulation and By-Law not inconsistent with these Rules;
(e) to decide on any matters for which there may be no specific provisions in the Constitution and By-Laws of the Association;
(f) to generally undertake all necessary tasks and functions to achieve the stipulated objects of the Association;
(h) to expend for the purpose of the Association or charity such sums of money as it deems fit; and

9.8 EXECUTIVE COUNCIL
The President, Vice-President, Secretary and Treasurer shall constitute an Executive Council to whom shall be entrusted the duty of considering any matters which in their opinion are of importance to the Association.

DUTIES OF OFFICE-BEARERS

10.1 The President shall chair all General and Council meetings. He shall also represent the Association in its dealings with outside persons.

10.2 The Vice-President (General Affairs) shall perform duties prescribed by the President or the Council and deputies for the President when necessary.

10.3 The Vice-President (Administration) shall keep all records, except financial, of the Association and shall be responsible for their correctness. He will keep minutes of all General and Council meetings. He shall manage the secretariat and staff as well as to maintain an up-to-date Register of Members at all times.

10.4 The Vice-President (Finance) shall be authorised to maintain proper records of funds (collections and payments) on behalf of the Association and shall keep an account of all monetary transactions and be responsible for their correctness. He shall not hold any other positions in any sub-committee within the Association to maintain a neutral position for the benefits of the Association.

10.5 The Vice-President (Sustainability & New Initiatives) is tasked with executing duties and spearheading new initiatives as designated by the President or the Council. His primary focus is to drive the Association towards sustainability and resilience goals.

BY-LAWS AND REGULATIONS

11.1 The Council may make, alter, repeal or amend all such By-Laws and Regulations not inconsistent with these Rules. The Council may impose reasonable penalties for any breach of the By-Laws and Regulations. The By-Laws and Regulations made by the Council under the Constitution shall be binding upon the members until repealed by the Council.

AUDITORS

12.1 A firm of Certified Public Accountants shall be appointed as Auditors at each Annual General Meeting to audit the accounts of the Association for a term of one (1) year. The Auditors may be reappointed from year to year not exceeding five (5) years consecutively.

12.2
They:

(a) will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting; and
(b) may be required by the President to audit the Association’s accounts for any period within their tenure of office at any date and make a report to the Council.

FINANCE

13.1 FINANCIAL YEAR
The financial year shall begin on 1 April and end on 31 March the following year.

13.2 BANKS/FINANCE COMPANIES
All monies shall be deposited into the banks or finance companies by the Treasurer. The banks and finance companies shall be determined by the Council.

13.3 AUTHORISED SIGNATORIES
Cheques or Withdrawal of Funds shall be signed by either

President and Treasurer, or
President or Treasurer, in addition to the Vice President or Secretary
Any transaction exceeding S$100,000.00 must be approved by the Council.

13.4 BUDGET
The Council shall, at the beginning of each fiscal year, prepare a budget of estimated income and estimated expenditure for the year, which, having been agreed to by the Council, as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Council.

TRUSTEES

14.1 If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

14.2 The trustees of the Association shall:

(a) not be more than four and not less than two in number;
(b) be elected by a General Meeting of members; and
(c) not affect any sale or mortgage of property without the prior approval of the General Meeting of members.

14.3 The office of the trustee shall be vacated:

(a) if the trustee dies or becomes of unsound mind;
(b) if he is absent from the Republic of Singapore for a period of more than one year;
(c) if he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee; and
(d) if he submits notice of resignation from his trusteeship.

14.4 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 two weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies.

14.5 The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies.

PROHIBITIONS

15.1 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 Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

15.2 The funds of the Association shall not be used to pay the fines of members who have been convicted in a court of law.

15.3 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.

15.4 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 service which adversely affect consumer interests.

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

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

15.7 The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Head, Licensing Division, Singapore Police Force and other relevant authorities.

CLAIMS

16.1 No claim, demand, action, suit or other proceeding shall be brought against the Association by any member for any loss or damage suffered on the Association’s premises or in any activity undertaken for or on behalf of the Association.

AMENDMENTS TO CONSTITUTION

17.1 No alteration or addition/deletion to this Constitution shall be made except at a General Meeting and with the consent of two-thirds of the voting members present at the General Meeting, and they shall not come into force without the prior sanction of the Registrar of Societies.

INTERPRETATION

18.1 The Council is the sole authority of the interpretation of the Constitution and the By-Laws and Regulations.

18.2 In the event of any question or matter pertaining to day-to-day administration which is not explicitly provided for in this Constitution, the Council shall have power to use its own discretion. The decision of the Council shall be final and binding on all members.

DISPUTES

19.1 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 a court of law for settlement.

DISSOLUTION

20.1 The Association shall not be dissolved, except with the consent of not less than three fifths of the total voting membership of the Association for the time being resident in Singapore, expressed in person or in proxy, at a General Meeting convened for the purpose.

20.2 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 manner as the General Meeting of members may determine or donated to an approved charity or charities in Singapore.

20.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.