Rules

The Registry of Societies (ROS) has approved (May 2002) the amendments to the SBA articles subject to some minor changes. (Minor changes are highlighted in red and blue for easy tracking in Rules 7(b) and 10(c)(ii)).

1. NAME
The society shall be known as the Swiss Business Association hereinafter referred to as ("Association").

2. PLACE OF BUSINESS
The place of business of the Association shall be 1 Swiss Club Link, Singapore 298162 or at such other address as from time to time may be determined by the Committee and approved by the Registrar of Societies

3. OBJECTIVES
The Objectives of the Association shall be:

(a) To provide a forum on an organized continuing basis of Swiss executives and other nationals who are executives of Swiss companies, which can identify and discuss common interests regarding economic, industrial and commercial objectives.

(b) To assist the Swiss companies who are already established in Singapore to conduct, sponsor or promote any activity of benefit to members, and to provide any services appropriate to a business group without involvement in politics.

(c) To promote, foster, support and represent the Swiss related interest of the trade of the members of the Association by all means and methods consistent with the laws and constitution of the Republic of Singapore.

(d) To promote the growth of the Swiss Trade and to assist in promoting trade, investment, finance, commerce and industry between Switzerland and Singapore.

(e) To collect, obtain, publish and disseminate statistics and other information relating to the trade and to all matters connected therewith as may be of service to the members.

(f) To provide the means of the Association to join in representations to the Singapore Government or its representatives or other bodies on issues relevant to the Association and members of the Association.

(g) To facilitate by lawful means the exchange of views and information between Swiss and other nationals employed in executive positions in Singapore by companies or firms in which there is a direct or indirect Swiss interest.

(h) To do any or all other such things as are conducive to the attainment of the above objects.

4. MEMBERSHIP
(a) ORDINARY MEMBERSHIP

(i) Ordinary Membership shall be open to companies or institutions carrying on business in Singapore, in which there is a direct bond or link with a company or association registered in Switzerland. The Nominee to the Association shall be a Senior Executive, who is the Head of the Company. He will be allowed to nominate one Deputy, who could attend all meetings during his absence. The Committee's decision as to an applicant's qualification for membership under this Rule shall be final:

(ii) Ordinary Members shall be entitled to attend and vote at General Meetings of the Association.

(iii) Membership shall be unlimited unless the Committee otherwise determines.

(b) ASSOCIATE MEMBERSHIP

(i) Associate membership is a personal Membership and shall he by invitation only to any individual, who in the opinion of the Committee a can contribute to the course of the Association.

(ii) Such invitation shall be extended by the Committee only.

(iii) Associate members shall not be entitled to vote at General Meetings of the Association and shall not be qualified to be officers or members of the Committee.

(iv) The membership fee however shall be the same as for Ordinary members.

(i) The Committee, at its sole discretion, may invite as honorary members any individual whose membership is considered to be in the interest of the Association.

(ii) Honorary members shall have all the privileges of membership without paying the entrance fee and the annual subscription except that they shall not be entitled to vote at General Meetings and shall not be qualified to be officers or members of the Committee.

(d) MEMBERSHIP APPLICATIONS

(i) Any individual, wishing to become a member of the Association shall submit his or her name to the Honorary secretary, and shall be required to complete an application for membership in such form as may he determined by the Committee. Applications for membership shall be proposed and seconded by members of the Association.

(ii) All applications for membership shall be scrutinized by not fewer than three members of the Committee, and applicants shall be elected by a majority vote. In the event of an equality of votes, the vote of the Chairman, if among the scrutinizers shall be binding, and if not among the scrutinizers, the application in question shall be referred to the Chairman whose decision shall be binding.

(iii) Upon the election of an applicant for membership, notice thereof shall be given to the successful applicant, Who shall be furnished with a copy of these Rules, and who shall thenceforth be a member of the Association and be deemed to be bound thereby.

5. ENTRANCE FEES AND SUBSCRIPTIONS
(a) Entrance fees shall be payable within fourteen (14) days of election, failing with the Committee shall be entitled in its entire discretion to revoke the election of the defaulting member.

(b) Entrance fees and annual subscriptions for Members shall be determined and may only be varied by a general meeting of the Association except that the Committee has the power to increase the subscription during its term of office, but any increase must not exceed ten per centime. Any special levy for particular purposes in furtherance of the Objects of the Association may only be raised from Members with the consent of a general meeting of the Association.

(i) Entrance fees are payable within four weeks of approval of admission to membership.

(ii) Annual Subscriptions are payable in advance on admission and thereafter annual subscriptions shall become due on 1st January for each year and payment shall be made before 31st March of the same year.

Any member who is in default of payment of the annual subscription shall be given thirty (30) days to rectify such default, and if at the end of the period of such notice the annual subscription is still unpaid the Committee may in its discretion deny the member the privileges of membership until the default is rectified.

6. DISCIPLINARY ACTION
The Committee may suspend for a period up to six (6) months, or expel, a member who is in persistent default of these Rules, or whose conduct is unbecoming or against the interests of the Association. Where the Committee intends to exercise its powers under this Rules, the member concerned shall be given notice of the conduct complained of, and shall be given a reasonable opportunity to explain it either personally to nor less than five members of the Committee, or in writing.

7. THE COMMITTEE
(a) The day-to-day affairs of the Association shall be conducted by a Committee elected at an Annual General Meeting.

(b) The Committee shall comprise of at least five (5) but not more than eight (8) members. Persons who enjoy diplomatic privileges and immunities shall not hold office in the Association but could nevertheless be accepted as members. At the first Committee meeting which shall be held within four (4) weeks of the Annual General Meeting, the Committee members shall elect amongst themselves, at least a Chairman, a Vice-Chairman, an Honorary Secretary, and an Honorary Treasurer. The rest shall be Ordinary Committee Members.

(c) Nominations for the Committee shall be proposed and seconded by an Ordinary Member and nominations will close twenty-one (21) days before the Annual General Meeting.

Election of the Committee will follow on a simple majority vote of Ordinary Members. All officers may be re-elected year after year.

(d) A Committee meeting shall be held whenever considered necessary, and not less than once every three (3) months, and shall be held when called by the Chairman or the Vice-Chairman.

Three shall be a quorum, and in case of equality of votes, the Chairman or his duly appointed proxy shall have a casting vote. The Committee shall decide all questions by a simple majority. Seven (7) days notice of Committee meetings shall be given.

(e) The Committee shall have power, with the approval of the general body, to invest the monies of the Association and to deal with the property of the Association as such Committee shall from time to time think fit in all respects with power to invest in or upon such stocks, funds, shares, securities or other investments as authorized by law.

(f) The Committee shall have the power to appoint a member to fill any casual vacancy on the Committee until the next Annual General Meeting. A member so appointed shall retire at the next Annual General Meeting, but shall be eligible for re-election. Any member of the Committee absenting him or herself from three consecutive Committee meetings without satisfactory explanation shall be deemed to have withdrawn from the Committee.

(g) The Committee may appoint sub-committees when deemed necessary or expedient.

(h) The Committee shall have the power to appoint, pay and dismiss a secretary and such other servants as if may deem necessary.

(i) The Committee may not act contrary to decisions made at General Meeting without first reverting to a General Meeting of members for approval.

(j) A Committee member who is incapacitated for a substantial period or absents himself/herself for three consecutive meetings without any satisfactory explanation shall cease to be a Committee member and the Committee shall appoint a member to fill the vacancy until the next Annual General Meeting.

8. DUTIES OF OFFICE BEARERS
(a) The Chairman shall:

(i) act as a Chairman at all Committee and General Meetings and shall be responsible for the proper conduct of business at such meetings.

(ii) represent the Association in its dealings with the Governments of Switzerland and Singapore and agencies of those Governments, the media and the public.

(iii) have a second and casting vote at General Meetings.

(b) The Vice-Chairman shall in the absence of the Chairman, exercise the powers and duties of the Chairman and otherwise perform such duties and such powers as the Chairman may from time to time direct.

(i) keep all records, except financial records, of the Association;

(ii) attend all meetings, record the decisions of the Committee and minute them for approval;

(iii) be responsible for keeping accurate and up to date records of members of the Association and shall notify the Registrar of Societies within the prescribed time of any changes in the office bearers.

(d) The Honorary Treasurer shall:

(i) retain all funds collected, and disburse all moneys on behalf of the Association and shall keep an account of all monetary transactions, and shall be responsible for their correctness.

(ii) issue and sign receipts, vouchers and other related documents for moneys received on behalf of the Association;

(iii) render such financial reports or statements to be submitted at each Committee meeting and an Annual Statement of Income and Expenditure and Balance Sheet as at 30th June of each year for submission to the Annual General Meeting;

(iv) deposit all money and other valuables belonging to the Association in such bank or banks as maybe designated or approved by the Committee except such sum in cash the amount of which shall be fixed by the Committee from time to time to meet petty cash expenses on behalf of the Association;

(v) be a co-signatory to all cheque issued by the Association. The other co-signatory shall be any one of: the Chairman or the Vice-Chairman;

(vi) the ordinary committee members shall assist in the general administration of the Association and perform any duties assigned by the Committee in furtherance of the objects.

9. SUB COMMITTEES
All sub-committees appointed pursuant to Rule 7(g) shall periodically report their proceedings to the Committee at its meetings and shall conduct their business in accordance with the directions of the Committee.

10. ANNUAL GENERAL MEETINGS
(a) The supreme authority of the Association is vested in general meeting of members presided by the Chairman. The Annual General Meeting shall be held within 3 month after the close of its financial year on a date to be fixed by the Committee.

(b) The new Committee elected in the Annual General meeting shall take office immediately.

(i) to receive from the Committee a Report, a Balance Sheet and Statement of Accounts for the preceding financial year and an estimate of the receipts and expenditure for the current financial year;

(ii) to elect the Committee Members for the following year;

(iii) to appoint an auditor for the following year;

(iv) to transact any other business which may properly be brought forward at the meeting.

(d) Voting shall be simple majority, and shall be a secret ballot. Each Ordinary Member shall be entitled to a single vote. Each Ordinary Member may vote by proxy. The proxy nominated must at the time of the Annual General Meeting be a fully paid-up member of the Group.

Each proxy form must be completed in prescribed manner and clearly show the names) of those to whom the proxy is allocated.

(e) At least one (1) month before the Annual General Meeting, the Honorary Secretary shall send a notice of such meeting and particulars of the agenda to every member.

(f) Any member who wishes to add an item to the agenda may do so by giving notice to the Honorary Secretary fourteen (14) days before the General Meeting is scheduled to be held.

(g) The Report, the Balance Sheet, Statement of Accounts and estimates shall be placed in the registered place of business of the Association at least fourteen (14) days before the Annual General Meeting.

11. EXTRAORDINARY GENERAL MEETINGS
(a) The Committee may at any time for special purpose, call an Extraordinary General Meeting and shall do so within fourteen (14) days upon the requisition in writing by not less than 20% of the total membership of the Association or by order of the Committee.

(b) The written requisition stating the purpose for which the meeting is required shall be lodged with the Honorary Secretary of the Association.

(c) At least fourteen (14) days notice of any Extraordinary General Meeting shall be given by the Honorary Secretary to all members of the Association.

12. QUORUM AT GENERAL MEETINGS
(a) The quorum at the General Meeting shall be one fourth of the total Ordinary Membership if within half an hour from the time appointed for the Meeting a quorum is not present, then those present shall be considered a quorum but they shall have no power to alter, amend or make additions to any of the existing Rules.

(b) Non-members may, with the approval of the Committee, attend General meetings but shall not be entitled to vote. Non-members shall not count towards a quorum.

13. FINANCIAL YEAR AND AUDITOR
(a) The financial year shall be from 1st January to 30th December.

(b) The Public Accountant who is not a member of the Committee will be elected as Honorary Auditor at each Annual General Meeting and will hold office for one year. He will be required to audit each year's accounts and present a report upon them to the Annual General Meeting. He may be required by the Chairman to audit the Association's accounts for any period within their tenure of office at any date and make a report to the Committee.

14. TRUSTEES
If the association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust. Any trustee may at any time resign his trusteeship,. If a trustee dies or becomes a lunatic or of unsound mind or moves permanently or is absent from Singapore for a period of one year, he shall be deemed to have resigned his trusteeship. If a trustee is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee, a General Meeting may remove him from his trusteeship. Vacancies in the trusteeship may be filed at a General Meeting, but the number shall not be greater than four or less than two.

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 affixing in the premises of the Group, a document containing such proposal at least two weeks before the meeting at which the proposal is to be discussed. The result of such a meeting shall be notified to the Registrar of Societies. The addresses of immovable properties, names of trustees and any subsequent changes must be notified to the Registrar of Societies.

15. PROHIBITIONS
(a) Gambling of any kind such as playing paikow or mahjong whether for stakes or not, is forbidden in the Association's premises. The introduction of materials for gambling or opium smoking and of bad characters into the Association's premises is prohibited.

(b) The funds of the Association shall not be used to pay the fines of members who have been convicted in Court.

(c) The Association shall not engage in trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.

(d) 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, allowing or rebate relating to any goods or services to be supplied by them.

(e) The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Committee or members.

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

(g) The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Registrar of Societies and other relevant authorities.

16. AMENDMENTS TO RULES
No alterations or additions to these Rules shall be made except at a General Meeting, and they shall not come in force without the prior sanction of the Registrar of Societies.

17. INTERPRETATION
In the event of any question or matter arising out of any point which is not expressly provided for in these Rules, the Committee shall be entitled to determine such question or matter in its discretion.

18. DISSOLUTION
(a) The Association shall not be dissolved, except with the consent of not less than three/ fifths of the members of the Association 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 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 donated to charity and/ or disposed in such a manner as determined by the general members.