Vancouver-Singapore Club (the
“Club”)
PURSUANT to Article 19.0
of the By-Laws of the Club the following special resolution was passed at a
general meeting duly called and held:
SPECIAL
RESOLUTION
“NOW THEREFORE BE IT
RESOLVED that:
1. The constitution and bylaws of the Club as revised are
approved in the form attached as Schedule “A”.
2. The Club appoints Chuck Lew & Co., solicitors, to act as
its agent and electronically file the Transition Application as required to be
filed pursuant to the Societies Act. ”
The undersigned, being the
President of VANCOUVER-SINGAPORE CLUB, hereby certifies that the foregoing is a
true and correct copy of a special resolution duly passed at a general meeting
by at least seventy-five per cent of the votes cast by the voting members, as
of the 14th day of July, 2018, and that the said resolution has not been
rescinded, amended or modified and is in full force and effect.
Michael Leong
President
SCHEDULE
“A”
OBJECTIVES
The objects of the Club
are:
(a) To provide
opportunities for members of all races to meet socially and organise cultural,
recreational, social and business activities.
(b) To serve as an
informal source of information and advise newly-arrived and arriving
Singaporeans on the conduct of business, working and living in Canada.
(c) To organise formal and
informal meetings and exchange of views with Singaporeans and eminent
Singaporeans visiting Vancouver on subject of general interest.
(d) To carry out such
other activities which promote the general welfare and interest of the members
and the Club.
(e) To raise funds for
local charity and provide relief effort in time of national disaster.
BY-LAWS
MEMBERSHIP
1.0 The Club shall have
the following categories of membership:
(a) General members – Members who are other
than Life, Corporate, Honorary or Student members.
(b) Life members – General Members for
“Life”.
(c) Corporate members – For a company,
institution, club, society or any legal entity with a general interest in
Singapore.
(d) Honorary members – Awarded by the
Executive Committee to persons of distinction
(e) Student members – For students in
full-time studies in Canada.
1.1 GENERAL MEMBERS
Applicants for membership shall
be aged 18 and above, visiting or residing in Canada. Applicants shall be
proposed and seconded by another member. The Executive Committee shall approve
or reject membership applications at its discretion without having to provide
explanations for its actions. Membership shall include the member’s spouse, if
any. The member and his/her spouse shall each be entitled to one vote at the
Annual and Special General Meetings.
1.2 LIFE MEMBERS
General members are
eligible for upgrading to Life membership after completion of three continuous
years as a General Member and upon payment of Life membership fees as
determined by the Executive Committee. Membership shall include the member’s
spouse, if any. Life membership shall be non-transferable and shall continue
for the lives of the member and his/her spouse. The Executive Committee shall
approve or reject Life membership applications at its discretion without having
to provide explanations for its actions. The member and his/her spouse shall
each be entitled to one vote at the Annual and Special General Meetings.
1.3 CORPORATE MEMBERS
A body corporate or
unincorporated may apply for Corporate membership if it is a company,
institution, club, society or any legal entity with a general interest in
Singapore. Every Corporate member shall be entitled to nominate up to two
persons from time to time to become Authorised Representatives of the Corporate
member. Such persons shall become Authorised Representatives of the Corporate
member on despatch of written consent from the Hon. Secretary of the Club to
such nomination. A Corporate member will have all the rights and privileges of
membership, including the right to attend Annual and Special General Meetings
and to exercise at these meetings one vote per Authorised Representative,
present in person for that purpose. Applications to any changes of the
Authorised Representatives shall be made to the Hon. Secretary of the Club. The
Executive Committee shall approve or reject applications for Corporate
membership applications at its discretion without having to give explanations
for its actions.
1.4 HONORARY MEMBERS
The Executive Committee
shall award Honorary Membership to persons who in the opinion of the Executive
Committee are worthy of such distinction. Honorary members and their spouse are
eligible to attend and to vote at the Annual and Special General Meetings.
1.5 STUDENT MEMBERS
Students pursuing
full-time studies in Canadian institutions may apply for Student membership.
Each candidate shall be proposed and seconded by another member. The Executive
Committee shall approve or reject membership applications at its discretion
without having to provide explanations for its actions. Membership shall
include the member’s spouse, if any. The member and his/her spouse shall each
be entitled to one vote at the Annual and Special General Meetings.
1.6 CESSATION OF
MEMBERSHIP
A person shall cease to be
a member of the Club:
(a) by delivering his/her
resignation in writing to the Hon. Secretary of the Club or by mailing or
delivering it to the address of the Club.
(b) on his/her death or in
case of corporation on dissolution.
(c) on being transferred
in the case of Honorary Members, if the distinction was awarded due to that
person’s position.
(d) on being suspended or
having his/her membership forfeited:
or
(e) on having been a
member not in good standing for 12 consecutive months.
1.7 MEMBERS NOT IN GOOD
STANDING
All members are in good
standing except a member who has failed to pay his/her current annual membership
fee or any other subscription or debt due and owing by him/her to the Club and
he/she is not in good standing so long as the debt remains unpaid.
SUBSCRIPTIONS
2.0 The subscription for
all categories of membership except Honorary members shall be as per Appendix A
or such sum as the Executive Committee may from time to time determine.
2.1 Membership fees shall
be due every 12 months from the date of membership for all categories of members
except Life and Honorary members.
2.3 All subscription
payment shall be made within 30 days from due date.
2.4 Subscriptions and
entrance fees shall be paid to the Hon. Treasurer by a cheque or bankers’ draft
made payable to the Vancouver-Singapore Club.
RIGHTS OF MEMBERS
3.0 All members and
Authorised Representatives shall enjoy the following rights:
(a) To use all facilities
provided by the Club for the general use of its members.
(b) To attend General
Meetings and Special Meetings of the Club.
(c) To attend functions
and activities arranged by the Club.
(d) To be eligible for
co-option to membership of sub-committees of the Club.
(e) To hold office in the
Executive Committee subject to Clause 5.5
SUSPENSION OR FORFEITURE
OF MEMBERSHIP
4.0 The Executive
Committee shall (by notice in writing sent to the member concerned) have the
right at any time and from time to time to suspend or forfeit the membership of
any member without giving reasons for so doing. Any member whose membership is
so suspended or so forfeited may appeal to the Executive Committee against such
decision within 28 days of receiving a notice of suspension or forfeiture. The
Executive Committee shall consider such appeal and its decision on such an
appeal shall be final and binding.
EXECUTIVE COMMITTEE
5.0 An Executive Committee
shall be responsible for the day to day running of the Club and the conduct of its
affairs.
5.1 The Executive
Committee shall be elected at the Annual General Meeting. Each elected
Committee member shall hold office until the next Annual General Meeting and
shall be eligible for re-election.
5.2 The Executive
Committee shall comprise:
(a) the President
(b) the Vice President
( c ) the Hon. Secretary
( d) the Hon. Treasurer
(e) Committee members
5.3 The Executive
Committee may form sub-committees from time to time to assist in the running of
the Club.
5.4 The Executive
Committee may from time to time co-opt members to the Executive Committee on an
ad-hoc basis.
5.5 The President, the
Vice President and at least 50% of the Executive Committee must be citizens,
ex-citizens, permanent residents or ex-permanent residents of Singapore aged 18
and above and residing in Canada.
ELECTION AND REMOVAL OF
EXECUTIVE COMMITTEE MEMBERS
6.0 Election shall be by
secret ballot or by show of hands as determined by the members at the Annual
General Meeting.
6.1 Election of a new
Executive Committee shall take place at every Annual General Meeting.
6.2 All candidates for
election to the Executive Committee shall be proposed and seconded by members
of the Club.
6.3 Nominations may be
made at the Annual General Meeting or in writing to the Hon. Secretary at least
three days prior to the Annual General Meeting
6.4 If any Executive
Committee member is temporarily unable to perform his duties, a replacement may
be co-opted by the Executive Committee. If an Executive member is unable to
complete his term of office, a replacement may be co-opted by the Executive
Committee.
6.5 The members may by
special resolution remove an Executive Committee member before the expiration
of his term of office, and may elect a successor to complete the term of office.
6.6 Any Executive
Committee member who is absent for three (3) consecutive meetings without valid
reasons will cease to be an Executive Committee member.
POWERS AND DUTIES OF THE
EXECUTIVE COMMITTEE
7.0 The general management
of the Club is vested in the Executive Committee.
7.1 Deleted – 2018
7.2 The Executive
Committee shall be responsible for carrying out all resolutions of the Club,
and for organising or appointing members to organise activities for the Club.
7 .3 The Executive
Committee shall have full authority to enter into financial transactions and
generally to deal in all Club matters.
7.4 All funds of the Club
or any part of such funds may only be dealt with by any two authorised persons
within the Executive Committee. Withdrawal from Fixed Deposits can only be
executed with the approval of at least 50% of the Executive Committee.
7.5 The Executive
Committee shall have power to obtain, collect and receive money and funds by
contributions, sponsorship, donations, subscriptions, or in any other way.
7.6 No Executive Committee
member shall be remunerated for being or acting as an Executive Committee
member but an Executive Committee member shall be reimbursed for all expenses
necessarily and reasonably incurred by him/her while engaged in the affair of the
Club.
7.7 The Executive
Committee may in good faith direct that payment by way of proper remuneration
and/or reimbursement of reasonable expenses be made to any officer or member of
the Club for services rendered and/or out-of-pocket expenses or any other fees
or charges incurred on behalf of the Club.
7.8 The Executive
Committee may from time to time apply to the B.C. Gaming Policy and Enforcement
Branch, or other applicable government authority, for a gaming event licence or
licences, and shall comply with all standard procedures required thereto in
order to raise funds to carry out the Club’s objectives.
THE PRESIDENT
8.0 The President shall be
the Chairman of all meetings of the Executive Committee and meetings of the
Club. In his absence, the Vice President shall take his place.
8.1 The President shall be
the Chairman of sub-committee meetings of the Executive Committee. In his
absence, the Vice President shall take his place. In his absence, the Chairman
of such sub-committee meeting shall be the person nominated to be Chairman of such
meeting by the President.
8.2 In the event of any
dispute regarding the interpretation of any rule of the constitution or any
by-laws, the decision of the President shall be final.
8.3 If at any meeting of the
Club or any meeting of the Executive Committee or any meeting of any
sub-committee of the Executive Committee, there shall be an equal number of votes
for or against a motion, the Chairman of the meeting shall in addition to his
own vote, shall not have a casting vote.
THE VICE PRESIDENT
9.0 The Vice President
shall act and take the place of the President in the event of the President
being absent or incapacitated.
HON. SECRETARY
10.0 Minutes of all
meetings of the Club and Executive Committee shall be kept by the Hon.
Secretary.
10.1 The Hon. Secretary
shall also:
(a) Conduct the
correspondence of the Club.
(b) Issue notices of meetings
of the Club and Executive Committee meetings.
(c) Have custody of all
records and documents of the Club except those required to be kept by the Hon.
Treasurer.
(d) Maintain the register
of members.
HON. TREASURER
11.0 The Hon. Treasurer
shall:
(a) Keep the financial records,
including books of account~ necessary to comply with the Societies Act; and
(b) Render financial
statements to the directors, members and others when required.
11. 1 The Hon. Treasurer
shall ensure that the income and property of the Club whensoever and howsoever
derived shall be applied solely towards the promotion of the objectives of the
Club. No portion thereof shall be paid or transferred directly or indirectly by
way of dividend, bonus, profit or otherwise howsoever, to any member of the Club
save pursuant to Article 20.0
BORROWING
12.0 In order to carry out
the purposes of the Club, the Executive Committee members may, on behalf of and
in the name of the Club, raise or secure the payment or repayment of money in
the manner they decide, and, in particular but without limiting the foregoing,
by issue of debenture.
12.1 No debenture shall be
issued without the sanction of a special resolution.
12.2 The members may by
special resolution restrict the borrowing powers of the directors, but a restriction
imposed expires at the next Annual General meeting.
AUDITOR
13.0 This part applies
only where the Club is required or has resolved to have an auditor.
13.1 The first auditor
shall be appointed by the directors who shall also fill all vacancies occurring
in the office of auditor.
13.2 At each Annual
General meeting, the Club shall appoint an auditor to hold office until he/she
is re-elected or his/her successor is elected at the next Annual General
meeting.
13.3 An auditor may be
removed by ordinary resolution.
13.4 An auditor shall be
promptly informed in writing of appointment or removal.
13.5 No director and no
employee of the Club~ shall be auditor.
13.6 The auditor may
attend general meetings.
GENERAL MEETINGS
14.0 An Annual General
meeting of the Club shall be held annually in every calendar year. Twenty-one
days prior notice of the day~ time and venue of the Annual General meeting
shall be given to all members in the manner in Article 18.0.
14.1 A Special General
meeting of the Club may be summoned at any time by the Executive Committee, and
shall be so summoned immediately upon twenty per cent of general members and
Life members delivering to the Executive Committee a written request that such
meeting be convened. Fourteen days prior notice of the day, time and venue of such
Special General Meeting shall be given to all members in the manner prescribed
in Article 18.0 save that the Executive Committee may in extraordinary
circumstances summon a Special General meeting on less than fourteen days prior
notice.
QUORUM
15.0 The quorum at an
Annual General meeting or a Special General meeting, shall be not less than
twenty per cent of all members of the Club present in person pursuant to
Article 15 .1
15.1 If a quorum is not
present at an Annual General meeting or Special General meeting, the meeting
shall be adjourned for two weeks and members shall be notified of such
adjournment. At the adjourned Annual General meeting or Special General
meeting, any number of members attending such meeting shall constitute a
quorum.
15.2 Any 5 members of the
Executive Committee present at an Executive Committee meeting shall constitute
a quorum.
VOTING
16.0 All members may vote
at General meetings and each member shall have one vote at General meetings
which they may exercise freely.
16.1 Voting shall be by
secret ballot or by show of hands as determined by the majority of the members
present at such General meeting.
VISITORS
17.0 Members may with the
consent of the Executive Committee introduce and entertain their guests as
visitors to the Club. Any member introducing a guest shall be responsible for
his/her guest strictly observing the rules and by-laws of the Club.
NOTICES
18.0 Each member shall be
obliged to keep the Hon. Secretary informed of that member’s home address,
email address, or some other address at which communication may be addressed to
him/her. All notices to members shall be posted by being affixed in a prominent
position at the Club’s premises or at the address of the Club, save that
notices of General meetings shall be sent out by post, email, or such other
means determined by the Executive Committee to each
member’s address.
ALTERATION OF THE
CONSTITUTION AND BY-LAWS
19.0 The provisions of the
constitution and by-laws may be revoked, added to or altered by a resolution
passed by seventy-five percent or more of the members present and entitled to
vote at any General meeting for which notice has been duly given specifying the
intention to propose such revocation, addition or alteration, together with
full particulars thereof.
DISSOLUTION
20.0 If the number of members
shall at any time fall below twelve and if a resolution is passed by a simple
majority or more of members entitled to vote at a General meeting to dissolve
the Club, the Executive Committee shall take immediate steps to convert into
money all the property of the Club. The proceeds of such conversion shall be
applied first in meeting all liabilities of the Club including settlement of Life
Membership in accordance with generally accepted accounting principles. Any
balance remaining shall be donated to a named organization or charity as
determined by the Executive Committee at the date of that resolution effecting
such dissolution was passed, and thereafter the Club shall be dissolved.
ADDITIONAL PROVISION FOR
TRANSITION
21.0 In the event anything
in these By-laws conflicts with or is inconsistent with the Societies Act, the
Societies Act shall govern.
(These By-laws contain a
total of Twenty-one Main Clauses with relevant Sub-clauses)
-END-
VANCOUVER-SINGAPORE
CLUB
Appendix
“A”
Membership Fees effective
May 28, 1999
(a) General Members $25.00
per year
(b) Life Members $250 one
time payment
(c) Corporate Members –
$180.00 per year
(d) Student Member $10.00
per year