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Section Constitution NAME 1. This Society shall be known as the "Audio Engineering Society, Singapore Section", hereinafter referred to as the "Society". PLACE OF BUSINESS 2. Its place of business shall be at 480B Upper East Coast Road or such other address as may subsequently be decided upon by the Committee 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. Its objects are: a. To diffuse and increase educational and scientific knowledge in Audio Engineering, to promote and advance this science and it's allied arts in both theoretical and practical application. b. To stimulate interest in Audio Engineering, to encourage the interchange and intercourse of ideas among its members and to promote and maintain high professional standards among its members. c. To this end it shall be the purpose of the Society to hold meetings for the reading or discussion of professional papers, publications, communications, and for such other professional activities as shall properly fulfill the objectives and purposes of the Audio Engineering Society, Inc. (registered office: 60 East 42nd Street; New York NY 10165, United States of America). MEMBERSHIP 4. All members of the Audio Engineering Society, Inc. residing in Singapore are eligible to be members of the Society. Only members who are above 18 years of age shall have the right to vote and to hold office in the Society. 5. Any person who wishes to join the Society must apply for membership into the Audio Engineering Society, Inc., the parent body of the Society. He will automatically be a member of the Society if membership into the parent body is approved. 6. Any person, who ceases to be a member of the Audio Engineering Society, Inc. shall automatically cease to be a member of the Society. In addition, any member of the Audio Engineering Society, Inc. who is no longer residing in Singapore, shall also cease to be a member of the Society. 7. A copy of the constitution shall be given to every approved member upon payment of subscription fees and upon gaining approval from the Audio Engineering Society, Inc. to become a member. SUBSCRIPTION FEES AND DUES 8. There shall be no dues payable to the Society. The ordinary expenses of the Society shall be defrayed by funds supplied by the Audio Engineering Society, Inc. as determined by the Board of Governors and may be reduced or increased from time to time by action of the Board. 9. Rules and regulations of Society funding and reporting shall comply with both the financial regulations in Singapore and the Board of Governors of the Audio Engineering Society, Inc on the recommendations of the Finance Committee of the parent body. 10. Expenses of the Society above and beyond budgeted allocations from the Audio Engineering Society, Inc. may be provided by voluntary contributions from the Society's membership subject to the consent of the General Meeting of the members. SUPREME AUTHORITY AND GENERAL / EXTRAORDINARY GENERAL MEETINGS 11. The supreme authority of the Society is vested in a General Meeting of the Members presided over by the Chairman. 12. An Annual General Meeting shall beheld in the last week in the month of June. 13. At other times, an Extraordinary General Meeting must be called by the Chairman on the request in writing of not less than one quarter of the total voting membership or 30 voting members, whichever is the lesser, and may be called at anytime by order of the Committee. 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 months from receiving this request to convene the Extraordinary General Meeting. 14. If the Committee 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 10 days' notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Society's notice board. 15. At least two-weeks' notice shall be given of an Annual General Meeting and at least 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 days in advance of the meeting. 16. The following points will be considered at the Annual General Meeting: a. The previous financial year's accounts and annual report of the Committee. b. The election of office-bearers and Honorary Auditors for the following term. 17. Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the secretary one week before the posting date of the notice of meeting. This is to allow sufficient time for all members to read the agenda items before coming to the meeting. 18. A quorum at all General Meetings shall consist of either at least fifteen members or one quarter of the total voting membership, whichever is lesser. 19. 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 COMMITTEE 20. The administration of the Society shall be entrusted to a Committee consisting of the following to be elected at each Annual General Meeting: A Chairman A Secretary A Treasurer Three Ordinary Committee Members 21. At least two months before the Society's Annual General Meeting, a Nominations Committee, duly appointed by the Chairman of the Society shall present a list of candidates for office in the Society. Announcement of the nominations shall be made in the Notice of Annual General Meeting of the Society. All office bearers with the exception of the office of the Chairman and the Treasurer may be re-elected to the same or related post for a consecutive term of office. The term of office of the Committee is one year in duration. A current Chairman may only seek for re-election to a second or successive term only with the written approval of the Vice-President, International of the Audio Engineering Society, Inc. The Treasurer shall not be reelected to the same or related post for a consecutive term. 22. Each year of a term of office of any office bearer of the Committee shall begin at the end of an Annual General Meeting and terminate at the end of the following Annual General Meeting. 23. Nominations may also be made through the method of a proposer and a seconder at an Annual General Meeting. 24. Election of offices shall be conducted by a show of hands, or subject to the agreement of the majority of the voting members present, by secret ballot; provided a quorum is present. In the event of a tie, the Chairman of the meeting shall have a casting vote. 25. Upon petition of the Committee, signed by a minimum of fifteen members of the Society, recommendations may be made for a change in the governing body of the Society. The Committee shall call an Extraordinary General Meeting for the sole purpose of acting on such recommendations. 26. A two-third majority vote of members present at such an Extraordinary General Meeting shall be required to declare an office vacated. Similarly, upon a vote of two-thirds of the members present, the vacated office may be filled for the unexpired term. 27. There shall be regular meetings of the Society, generally once every month except during the months of July and August. At least five meetings shall be held during every year (one of which shall be an Annual General Meeting). At least half of The Committee Members must be present for its proceedings to be valid. A written report of each meeting shall be sent to the Vice-President, International of the Audio Engineering Society, Inc. 28. At least five days' notice shall be given of an ordinary, regular Society meeting. The notice shall include the date, time and place and shall be sent by the Secretary to all members. The particulars of the agenda shall be posted together with the notice of meetings. 29. Any member who wishes to place an item on the agenda of an ordinary, regular meeting may do so provided he gives notice to the Secretary one week before the posting date of the notice of meeting. This is to allow sufficient time for all members to read the agenda items before coming to the meeting. 30. Any member of the Committee who is absent from three consecutive meetings without satisfactory explanations shall be deemed to have vacated from the Committee and a Committee Petition for co-opting a new member be carried out in accordance with Rule 27 above. Any change in the Committee shall be notified to both the Vice-President, International of the Audio Engineering Society, Inc. and the Registrar of Societies within two weeks of the change. 31. The duty of the Committee is to organise and supervise the daily activities of the Society. The Committee may not act contrary to the expressed -wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meetings. 32. The Committee has the power to authorise the expenditure of a sum not exceeding $1000.00 per month from the Society's allocated budget for the Society's purposes. DUTIES OF OFFICE-BEARERS 33a. The Chairman shall be the Society's representative to the Audio Engineering Society, Inc. and shall report to the Vice-President, International of the Audio Engineering Society, Inc. b. The Chairman shall preside at all General and Committee Meetings of the Society. He shall also represent the Society in its dealings with outside people. c. In his absence or incapacity, the Secretary shall assist the Chairman and assume the duty of presiding at all Society meetings. 34. The Secretary shall be required to attend all meetings of the Society. He shall keep all records, except financial records of the Society, and shall be responsible for their correctness and maintain an up-to-date Register of Members. 35. The Treasurer shall keep all funds 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 is authorised to expend up to $ 1 00 per month for petty expenses on behalf of the Society. He will not keep more than $100 in the form of cash and money in excess of this will be deposited in a bank to be named by the Committee. Cheques, etc for withdrawals from the bank will be signed by at least two of the following: Chairman, Secretary, Treasurer 36. Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time. AUDIT AND FINANCIAL YEAR 37. Two voting members not being members of the Committee, shall be elected as Honorary Auditors at each Annual General Meeting and shall hold office for a term of one year only and shall not only be re-elected for a consecutive term. 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 Chairman to audit the Society's accounts for any period within their tenure of office at any date and make a report upon them to the Committee. 38. The financial year shall be from 1st April to 31st March the following year. TRUSTEES 39. If the Society at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust. 40. The trustees of the Society shall: a. Not be more than four and not less than two in number. b. Be elected by a General Meeting of members. c. Not effect any sale or mortgage of property without the prior approval of the General Meeting of members. 41. The office of the trustee shall be vacated: a. If the trustee dies or becomes a lunatic or 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. d. If he submits notice of resignation from his trusteeship. 42. 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 Society'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. 43. The addresses of immovable properties, names of trustees and any subsequent change must be notified to the Registrar of Societies. VISITORS AND GUESTS 44. Residents in Singapore may be admitted into the premises of the Society but they shall not be admitted to the privileges of the Society nor shall they be admitted Into the premises more than six times in a calendar year. These visits are to be confined to not more than once in 14 days. 45. A Visitor's Book shall be kept; in which shall be entered the names of all visitors and guests, together with the names and signatures of the members nominating them and the dates of time of their visits. No person shall be a visitor till his name has been entered in this book. PROHIBITIONS 46 a. Gambling of any kind, whether for stakes or not, 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. b. The funds of the Society shall not be used to pay fines of members who have been convicted in court. c. The Society shall not engage in any trade union activity as defined in any written law related to trade unions for the time being in force in Singapore. d. The Society shall not attempt to restrict or interfere with the 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. e. The Society shall not indulge in any political activity or allow its funds and premises to be used for political purposes. f. The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office-bearers, Committee or members unless with the prior approval of the relevant authorities. g. The Society 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. AMENDMENTS TO RULES 47. No alteration or addition/deletion to these rules shall be made except at a General Meeting and with the consent of two-third 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. 48. A copy of all amendments shall be promptly filed, by the Secretary of the Society, with the Secretary of the Audio Engineering Society, Inc. INTERPRETATIONS 49. In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in the rules, the Committee shall have the power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a general meeting of members. DISPUTES 50. In the event of any dispute arising amongst members, they shall attempt. to resolve the matter at an Extraordinary General Meeting in accordance with the rules in the Constitution, should the members fail to resolve the matter, they may bring the matter to a court of law for settlement. DISSOLUTION 51 a. The Society shall not be dissolved, except with the prior written consent of the Vice-President, International of the Audio Engineering Society, Inc. and the consent of not less than three-fifth of the voting membership for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose. b. 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. c. A Certificate of Dissolution shall be given within seven days of the dissolution to the Registrar of Societies.
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