Constitution of Herpetological Society of Singapore

Updated 23 Sep 2020

NAME

1.1 This Society shall be known as the “Herpetological Society of Singapore”, hereinafter referred to as the “Society”.

PLACE OF BUSINESS

2.1 Its place of business shall be at “12J Sime Road, Singapore 288296” 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

3.1 Its objects are:

a) To promote an interest in the flora and fauna and biodiversity, particularly of wild reptiles and amphibians, in Singapore and the surrounding Southeast Asian region.

b) To promote an awareness and interest of nature, particularly of wild reptiles and amphibians, and the environment and the conservation thereof.

c) To initiate and support research projects relating to the study and conservation of nature, particularly reptiles and amphibians.

d) To further the scientific and academic field of herpetology.

e) To encourage, promote and educate responsible attitudes towards the conservation of our natural heritage and the environment, particularly reptiles and amphibians.

f) To encourage, promote and educate the ethical treatment of flora and fauna, particularly reptiles and amphibians.

3.2 In furtherance of the above objects, the Society may, with, the approval of relevant authorities where necessary:

a) Prepare, publish and disseminate such books, periodicals, pamphlets, photos, articles and drawings as well as produce such films, videos and recordings in whatever form, electronic or otherwise, as may be necessary or relevant to educate its members and the public.

b) Organise forums, talks, seminars, lectures, congresses, conferences, shows, recreational and study and welfare trips and other like events, so as to help educate its members and the public.

c) Do all things and engage in such lawful activities as are necessary to achieve its objectives, including maintaining its offices, owning/managing of property real or personal, entering into agreements and contracts, signing and executing deeds and undertaking or executing any representation or trust, as well as employing persons and terminating their services.

MEMBERSHIP QUALIFICATION AND RIGHTS

4.1 Membership is open to persons interested in the natural heritage, particularly wild reptiles and amphibians, of Singapore and the surrounding regions without restriction as to age, gender, nationality, race or religion, and to lawfully constituted corporations, schools, institutions, societies and other bodies of persons as may be approved by the Committee in accordance with the provisions herein. A maximum of one (1) representative per entity is allowed. 

4.2 Persons who are below 18 years of age shall not be accepted as members without the written consent of their parent or guardian.

4.3 Only individual members and representatives of entities who are above 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 particulars to the Secretary on a prescribed form. 

5.2 The Committee will decide on the application for membership.

ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

6.1 There shall be no entrance fee payable for all members.

6.2 There shall be no subscriptions payable by members.  The funds of the Society shall be derived from free-will offerings.

6.3 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.

 EXPULSION FROM MEMBERSHIP

7.1 The Committee shall have the power to expel any member who, in the opinion of the Committee, has acted in a way prejudicial to the interests of the Society, or has tarnished the name of the Society or brought the Society into disrepute, or contravened a provision of the Constitution, or whose conduct has rendered the member unfit to remain a member of the Society.

7.2 Before a member is expelled or proceeded against under this Article, he shall be given not less than twenty-one (21) days’ notice in writing by the Secretary or other person authorized by the Committee, informing the member of the nature of the act or conduct rendering that member unfit for membership, and giving that member a chance to be heard by the Committee at a meeting to be convened for that purpose.

7.3 After having heard the member at the Committee Meeting convened pursuant to Article 7.2, the Committee shall take a vote on the expulsion of the member and the decision of two-thirds (2/3) of the Committee members present in person and voting shall prevail. In the event that the Committee decides to expel the member, the member shall thereby cease to be a member of the Society, whereupon all privileges of membership shall forthwith be deemed withdrawn. Notice of the expulsion shall be sent to the member by registered post.

7.4 If the member fails to attend the meeting convened pursuant to Article 7.2, the Committee shall proceed to deliberate on the question of expulsion in the member’s absence and shall call for a vote in accordance with Article 7.3.

7.5 The Committee may delegate its powers and duties under this Article 7 to a sub-committee consisting of not less than three (3) members of the Committee who have been members for a continuous period of not less than one (1) year and the sub-committee shall present its findings to the Committee, after giving the member the opportunity to be heard, whereupon the Committee shall proceed to take a vote as provided for in Article 7.3.

7.6 A member expelled under Article 7 may within one (1) month of the notification of his expulsion, appeal to the General Meeting of members against the decision of the Committee. The decision of the General Meeting shall be final. 

SUPREME AUTHORITY AND GENERAL MEETINGS

8.1 The supreme authority of the Society is vested in a General Meeting of the members.

8.2 An Annual General Meeting shall be held within three (3) months from the close of its financial year.

8.3 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 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 (2) months from receiving this request to convene the Extraordinary General Meeting.

8.4 If the Committee 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.

8.5 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.

8.6 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.

8.7 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) 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 gives notice to the Secretary one (1) week before the meeting is due to be held.

8.8 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.  Proxies shall not be constituted as part of the quorum.

8.9 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.

MANAGEMENT AND COMMITTEE

9.1 The administration of the Society shall be entrusted to a Committee consisting of the following to be elected at each Annual General Meeting:

  • A President
  • A Secretary
  • A Treasurer
  • A Welfare Officer
  • An Events Officer
  • A Research Officer

Unless with the prior approval in writing of the Registrar or an Assistant Registrar of Societies, majority of the Committee Members shall be Singapore Citizens.  In addition, the President, Secretary, Treasurer and their deputies shall be Singapore Citizens. Foreign Diplomats shall not serve as Committee Members.

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 Committee is one (1) year.

9.3 Election will be either by a 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.

9.4 A Committee Meeting shall be held at least once every three (3) months after giving seven (7) days’ notice to Committee Members.  The President may call a Committee Meeting at any time by giving five (5) days’ notice.  Majority of the Committee Members must be present for its proceedings to be valid. Committee Members are allowed to participate in Committee Meetings via teleconferencing and will be considered present for the Committee Meeting.

9.5 Any member of the Committee absenting himself from three (3) meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Committee and a successor may be co-opted by the Committee to serve until the next Annual General Meeting.  Any changes in the Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.

9.6 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 shall always remain subordinate to the General Meetings.

9.7 The Committee has the power to authorise the expenditure of a sum not exceeding $5000 per month from the Society’s funds for the Society’s purposes.

DUTIES OF OFFICE-BEARERS

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

10.2 The Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness.  He will keep minutes of all General and Committee meetings.  He shall maintain an up-to-date Register of Members at all times.

10.3 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 is authorised to expend up to $100 per month for petty expenses on behalf of the Society.  He will not keep more than $1000 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 the Treasurer and either the President or the Secretary.

10.4 The Welfare Officer shall be responsible for the welfare of all members of the Society. He will arrange and conduct at least one (1) welfare outing annually and may choose to arrange for welfare talks if he sees fit.

10.5 The Events Officer shall be responsible for the arrangement and execution of annual activities which the Society participates in or hosts.

10.6 The Research Officer shall be responsible for any and all research activities conducted by the Society. He shall ensure the scientific rigour and ethical soundness of such research activities.

AUDIT AND FINANCIAL YEAR

11.1 Two (2) voting members, not being members of the Committee, shall be elected as Honorary Auditors at alternate Annual General Meeting 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.

11.2 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 Committee.

11.3 The financial year shall be from 1st January to 31st December. 

TRUSTEES

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

12.2 The trustees of the Society shall:

a) Not be more than four (4) and not less than two (2) 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.

12.3 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 (1) 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.

12.4 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 Society’s premises at least two (2) 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.

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

VISITORS AND GUESTS

13.1 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

14.1 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.

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

14.3 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.

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

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

14.6 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

15.1 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

16.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Committee shall have 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

17.1 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

18.1 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.

18.2 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.

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

– END –

%d bloggers like this: