CONSTITUTION

CONSTITUTION OF

SOCIETY FOR PARENTERAL AND ENTERAL NUTRITION (SINGAPORE)

Updated : June 2022

1 NAME

 

1.1 This Society shall be known as the “Society for Parenteral and Enteral Nutrition (Singapore)”, hereinafter referred to as the “Society”.

 

2 PLACE OF BUSINESS

2.1 Its place of business shall be at 22 Sin Ming Lane, #03-85, Midview City, Singapore 573969 or such other address as may subsequently be decided upon by the Executive 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.

 

3 PURPOSE AND OBJECTS

 

3.1  The purpose and objects of the Society shall be:

a) To advance the knowledge and practice of clinical nutrition through research and education;

b) To formulate recommendations, guidelines or standards by consensus working group, about clinical care;

 

c) To promote advancement in nutrition science, research and development through international cooperation at the global level; and

 

d) To organize clinical meetings, seminars, conventions and all such acts and things incidental or subsidiary to all or any of the above.

 

3.2 In furtherance of the above objectives, the society may work with any society, association or person fostering similar purposes and objects as the Society

 

4 MEMBERSHIP QUALIFICATION AND RIGHTS

4.1 The membership of the Society shall consist of:

 

a) Ordinary Members

b) Honorary Members

c) Affiliate Members

 

4.2 Ordinary Members shall be any person who are practicing in Clinical Nutrition.

 

4.3 Honorary Members shall be distinguished persons who have rendered notable services to the Society or to the advancement of Clinical Nutrition and are recommended by the Executive Committee.

 

4.4 Affiliate Members shall be any person who are member of an affiliated society and are nominated to represent their society.  Period of the membership shall be determined by the executive committee.

 

4.5 Any member who fails to pay any indebtedness due this club within sixty (60) days after receipt of written notice from the Secretary or treasurer shall forfeit his/her good standing and shall so remain until such indebtedness is paid in full.

 

4.6 Only Ordinary Members in good standing may exercise the voting privilege and hold office in this Society.

 

4.7 Honorary and Affiliate Members shall be entitled to all the benefits and privileges of Ordinary members, except that they shall not be eligible to hold office or vote.

 

4.8 A member of the Society may at any time cease to be a member by giving notice in writing to that effect addressed to the Secretary at the place of business of the Society.

 

5 APPLICATION FOR MEMBERSHIP

 

5.1 Ordinary Membership shall be acquired by application to the Secretary.

 

5.2 All membership application shall be expeditiously considered by the Executive Committee of the Society.

 

5.3 A copy of the constitution of the Society shall be furnished to every approved member, upon payment of the first subscription.

 

5.4 Without assigning any reason whatsoever, the Executive Committee may refuse an application for membership of the Society.

 

ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

 

6.1 The entrance fees and annual subscriptions shall be determined by the General Meeting on recommendation from the Executive Committee from time to time.

 

6.2 Annual subscriptions are payable in advance within the first month of the financial year.  If a member falls into arrears with his subscription or other dues, he shall be informed immediately by the Treasurer.  If he fails to settle his arrears within sixty (60) days of their becoming due, the President may order that his name be posted on the Society's notice board and that he be denied the privileges of membership until he settles his account.  If he fails to settle his arrears for more than two (2) years, he will automatically cease to be a member.

 

6.3 Any additional fund required for special purposes may only be raised from members with the consent of the general meeting of the members.

 

6.4 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 Association or to any of them or to any person claiming through any of them.

 

7 TERMINATION OF MEMBERSHIP

 

7.1 The Executive Committee of the Society shall have power to terminate the membership of any Ordinary Member if he has not paid his subscription for more than 2 years.  However, such a member may be reinstated as a member on full payment of his subscription fee arrears.

 

7.2 The Executive Committee shall have power to expel any member–

 

a) who has been convicted in a court of law and sentenced to imprisonment for a period of over 1 (one) year without the option of a fine, or

 

b) whose conduct is detrimental to the honour and interests of the Society or calculated to bring the Society into disrepute, or

 

c) who has willfully and persistently refused to comply with the constitution of the Society.

 

7.3 Any member dealt with under section 2 of this Article shall have the right to appeal to an Extraordinary General Meeting called for this purpose. The Executive shall call an Extraordinary General Meeting if requested to do so by any aggrieved member within 21 days of receiving such a request. The procedure at such a meeting shall be in accordance with Article 8 section 3.

 

8 SUPREME AUTHORITY AND GENERAL MEETINGS

 

8.1 The supreme authority of the Society is vested in a General Meeting of the members presided over by the President.

 

8.2 ANNUAL GENERAL MEETING

 

a) An Annual General Meeting shall be held not later than June of each year for the following purpose:

 

i) to receive and adopt the previous financial year's accounts and annual report of the Executive Committee;

 

ii) where applicable, the election of office bearers and Honorary Auditors for the following term

 

iii) To decide on any resolution which may be duly submitted to the meeting as provided for under Section 2, sub-section (c) of this Article.

 

b) At least two (2) weeks' notice shall be given of an Annual General Meeting Notice of meeting, stating the date, time and place of meeting, shall be sent by the Secretary to all voting members.

 

c) Any member who wishes to place an item on the agenda of an Annual General Meeting may do so provided he gives notice to the Secretary one (1) week before the meeting is due to be held.

 

8.3 EXTRAORDINARY GENERAL MEETING

 

a) An Extraordinary General Meeting may be convened

 

i. on the request in writing of not less than 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, or

 

ii. by order of the Executive Committee

 

b) The notice in writing shall be given to the Secretary setting forth the business that is to be transacted.

 

c) The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene the Extraordinary General Meeting.

 

d) If the Executive 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.

 

e) At least ten (10) days' notice shall be given 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.

 

8.4 QUORUM

 

a) 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.

 

b) In the event of there being no quorum at the commencement of an Annual 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.

 

c) In the event of there being no quorum at the commencement of an Extraordinary General Meeting, the meeting shall be considered dissolved and the subject matter for which the meeting was called shall not be raised at another Extraordinary General Meeting again for a period of three months thereafter.

 

8.5 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings, with written notice given to Secretary at least seven (7) days before the General Meeting.

 

9 MANAGEMENT AND COMMITTEE

 

9.1 The administration of the Society shall be entrusted to an Executive Committee consisting of the following to be elected at alternate Annual General Meeting:

        A President

        A President-Elect

        A Secretary

        A Treasurer

        A Scientific Chair    

        At least four (4) Ordinary 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 two (2) years.

 

9.3 Election will be either by 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 Vacancies in the Executive Committee occurring during the year shall be filled by co-option from the Ordinary Membership.

 

9.5 A Committee Meeting shall be held at least three (3) times a year after giving two Weeks’ notice to Committee Members.  Majority of the Committee Members must be present for its proceedings to be valid.

 

9.6 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.

 

9.7 The duty of the Committee is to organise and supervise the daily activities of the Society and to make decisions on matters affecting its running when the general meeting is not sitting.   It 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.

 

9.8 The Executive Committee shall have the power to:

 

a) form sub-committees to deal with other special matters;

 

b) appoint, pay and dismiss any servants employed by the Society;

 

c) authorise the expenditures of a sum not exceeding Two Hundred Thousand Singapore Dollars (S$200,000) and shall not create any indebtedness beyond the current income of the society, nor authorize disbursal of society funds for purposes inconsistent with the business and policy authorized by the club membership;

 

d) affiliate with any Professional Organisation, local or foreign, if it deems any such affiliation to be in pursuance of the objects and in the interest of the society.

9.9 The Executive Committee shall act on behalf of the Society in all matters whereon this Constitution and Rules do not expressly provide otherwise. Any such action shall be brought before the next Annual General Meeting for ratification.

 

10 DUTIES OF OFFICE-BEARERS

 

10.1 The President shall

a) be the chief executive officer of the society;

 

b) preside all General and Committee meetings;

 

c) appoint the standing and special committees of the society;

 

d) represent the Society in its dealings with outside persons; and

 

e) have a casting vote, in addition to his normal vote in the event of a tie

 

10.2 The President-Elect – who shall:

 

a) assist the President and deputise for him in his absence;

 

b) assume the duties of the office of President in the event of resignation, absence or death of the President.  In the event of such assumption, the President-Elect will subsequently complete his/her own term as President; and

 

c) perform such other duties as may be assigned by the President.

 

10.3 The Secretary shall

 

a) keep all records, except financial, of the Society and shall be responsible for their correctness;

 

b) convene and keep minutes of all General and Committee meetings; and

 

c)maintain an up‑to‑date Register of Members at all times.

 

10.4 The Treasurer shall

a) keep all funds and collect and disburse all moneys on behalf of the Society

 

b) shall keep an account of all monetary transactions be responsible for their correctness.

 

c) Be authorised to expend up to $500 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, the President-Elect of the Secretary.

 

10.5 Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

 

11 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 years only and shall not be re‑elected for a consecutive term. The accounts of the Society shall be audited by a firm of Certified Public 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.

 

12 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.

 

13 LEGAL ADVISER

 

13.1 The Committee may, in its discretion, appoint such legal adviser for such period of time as it thinks fit and may also terminate such appointment.

 

14 PUBLICATIONS

 

14.1 Publications of the society shall be determined by the General Meeting of members for the furtherance of the subjects and in the interests of the Society.

 

15 GENERAL

 

15.1 No press conference shall be held and no statement shall be released to any newspaper in the name of Society except by the President or the Secretary with the approval of the Committee.

 

16 PROHIBITIONS

 

16.1 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.

 

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

 

16.3 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.

 

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

 

16.5 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.

 

16.6 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.

 

17 AMENDMENTS TO CONSTITUTION

 

17.1 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.

 

18 INTERPRETATION

 

18.1 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.

 

19 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.

 

20 DISSOLUTION

 

20.1 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.

 

20.2 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.

 

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