CONSTITUTION

CONSTITUTION OF THE KIM MUI HOEY KUAN

Name

1. The Society shall be known as the “Kim Mui Hoey Kuan”, hereinafter referred to as the “Association”.

Place of Business

2. Its place of business shall be at 72, Keng Lee Road, Singapore 219248, or such other address as may subsequently be decided upon by its Management Committee and approved by the Registrar of Societies. The Association shall carry out its activities only in places and premises which have the prior written approval of the relevant authorities, where necessary.

Objects

3. The Association’s objects are:

(a) To foster goodwill and kinship among Kim Mui clansmen;

(b) To promote Chinese culture and preserve traditional values;

(d) To preserve the legacy of the Hoo Chay Temple.

Membership

4. “Kim Mui clansmen” means any person whose parents can be traced to Kim Mui.

5. All Kim Mui clansmen who are citizens or permanent residents of the Republic of Singapore, who are above the age of 21 years at the time of application who are of good reputation and character and satisfy the requirements set by the Association from time to time are eligible for membership.

6. Application for membership in the Association shall be made in the prescribed form, duly proposed and seconded by two existing members. Such application shall be considered and approved by the Management Committee whose decision shall be final.

Entrance Fees, Subscriptions and Other Dues

7. All current Ordinary Members shall be converted to Life Members without the payment of any further Fee. Life Members shall be the only category of members (“hereinafter called “Members”).

8. An Entrance Fee is payable on application for Life Membership and shall be payable in such manner as the Management Committee may determine from time to time provided it is not lesser than $200.00.

Rights and Duties

9. Members of the Association are entitled to:-

(a) Vote at the General Meeting of the Association;

(b) Hold Office in the Association;

10. Members of the Association have the following duties:-

(a) To abide by the Constitution of this Association;

(b) To use their best endeavours to assist the Association in the promotion and advancement of the Association’s objects in Clause 3 herein.

Supreme Authority and General Meetings

11. The supreme authority of the Association is vested in a general meeting of the members.

12. An Annual General Meeting, for which 14 days’ written notice shall be given to all members of the Association by circulars or by electronic means including email, fax or by uploading on the Association’s website, shall be held within six (6) months from the financial year end. The meeting shall receive the report of the Chairman for the year under review, consider, and if approved, pass the balance sheet and accounts submitted, elect members of the Management Committee and transact any other business which may arise or pass any resolution or motion of which at least seven days’ notice in writing shall have been given to the Chairman of General Affairs.

13. An Extraordinary General Meeting, for which 14 days’ written notice shall be given to all members of the Association by circulars or by electronic means including email, fax or by uploading on the Association’s website, may be called by the Management Committee for any special business which would require to be dealt with by a general meeting. Such a meeting shall also be convened within 21 days of the receipt by the Chairman of General Affairs of a written requisition stating the nature of the business if signed by not less than 30 members.

14. If the Management Committee does not within 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 10 days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Association’s notice board.

15. The quorum for a General Meeting shall be one-quarter of the total voting membership or 50 whichever is lesser. In the event of there being no quorum, the meeting shall be adjourned to the same day 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 alter, amend or make additions to this Constitution.

Management and Committee

16. A Management Committee consisting of 35 members shall be elected triennially at the annual general meetings and shall serve until a new Management Committee is elected. In addition to the elected members, the Management Committee shall also have the powers to co-opt up to 4 members into the Management Committee. From among its members, the Management Committee will elect

(a) A Chairman,

(b) Two Vice-Chairman,

(d) A Chairman and Vice-Chairman of Finance Committee,

(e) A Chairman and Vice-Chairman of External Affairs Committee.

(f) A Chairman and Vice-Chairman of Membership Committee.

Unless with the prior approval in writing of the Registrar or an Assistant Registrar of Societies, majority of the Management Committee Members shall be Singapore Citizens. In addition, the Chairman (President), Chairman of General Affairs Committee (Secretary), Chairman of Finance Committee (Treasurer) and their deputies shall be Singapore Citizens or Singapore Permanent Residents. Foreign diplomats shall not serve as Management Committee Members.

17. (a) The Management Committee shall have power to set-up Committees and Sub-Committees, determine the Committees’ and Sub-Committees’ terms of reference and to appoint members to such Committees and Sub-Committees whenever it deems necessary. However, members appointed to the Sub-Committee shall not have any voting rights during the Management Committee meetings. There shall also be an Executive Committee which shall comprise of the Chairman, the Two Vice Chairmen, the Chairmen of the General Affairs Committee, Finance Committee, External Affairs Committee and Membership Committee.

(b) All officers may be re-elected with the exception of the Chairman who shall only be re-elected once and the Chairman and Vice-Chairman of Finance who shall not be re-elected to the same or related post.

18. If a member of the Management Committee dies or is adjudged a bankrupt or is declared of unsound mind or moves permanently or is absent from the State of Singapore for a period of a year, he shall be deemed to have resigned from the Management Committee. If a member of the Management Committee is guilty of misconduct of such a kind as to render it undesirable that he continues as a member of the Management Committee, the Management Committee may remove him from his office

19. The Management Committee shall have power to fill vacancies in its ranks by appointing the member with the next highest vote in the last election, but when a vacancy occurs in the office of Chairman, the Management Committee shall appoint one of the Vice-Chairman to become Chairman.

20. A Management Committee meeting shall be held at least once in six months. The Chairman of the Association may also call a Management Committee meeting at any time by giving three days’ notice. At least 12 of the Management Committee members must be present for its proceedings to be valid.

21. The duty of the Management Committee is to organize activities of the Association and to make decisions affecting its operation in between general meetings. It may not act contrary to the expressed wishes of the general meeting without prior reference to it, and must always remain subordinate to the general meetings. It is also the function of the Management Committee to supervise the Executive secretary and paid officers of the Association.

22. The members of the Management Committee shall observe the following code of conduct:

(a) To serve with integrity, dedication and loyalty and at all times promote the interest of the Association

(b) Not to take advantage of the position as a Management Committee Member for self-interest in dealing with the affairs of the Association.

(c) Not to advocate or champion the interest of a minority which is prejudicial to the overall interest of the Association.

(d) To maintain cohesiveness and support for the Management Committee’s decisions at all times and not to criticise the Management Committee’s decisions made through consensus outside the meeting and to maintain confidentiality at all times.

(e) When formulating policies and decisions at Management Committee meetings, declare any self-interest in any matter discussed at the meeting.

(f) To be punctual always and attend all meetings regularly except when there is reasonable excuse.

Election

23. The election procedure shall be as follows:-

(a) Elections shall be held in the year when the term of the Management Committee expires;

(b) The incumbent Management Committee shall not later than six (6) months before the term of the Management Committee expires form an election committee (hereinafter referred to as “the Election Committee”), which shall consist of up to seven (7) members of the incumbent Management Committee, with the President of the incumbent Management Committee as the Chairman of the Election Committee;

(c)The Election Committee shall meet within one month of its formation.

24. The Election Committee shall be responsible for:

(a) Determining the procedure and methods for the election;

(b) Disseminating and publishing information in relation to the election to the members;

(d) Examining the qualifications of the nominated candidates to determine their eligibility in accordance with Article 25 to stand for elections;

(e) Procuring the printing and sending out of ballot papers;

(f) Supervising the balloting and counting of ballots;

(g) Announcing the results of the election; and

(h) Notifying the elected members of the new Management Committee.

25. A Member shall be qualified to be elected as a member of the Management Committee above if:-

(a) he has been a Member for six months before the date of election;

(b) he shall not have any criminal record; and

A member of the Management Committee co-opted under Article 16 above shall require the same qualifications as an elected member of the Management Committee save that he is required only to be a Member prior to the date of his appointment.

26. The Election Committee shall send out a Nomination Form to all Members not later than three (3) months before the Annual General Meeting in which the term of the Management Committee expires.

27. The Nomination Form shall be returned to the Association by the Closing Date stated therein with the written consent of the Candidates and duly proposed and seconded by 2 existing members.

28. After the Closing Date, the Election Committee shall meet to examine the qualifications of the Candidates to determine their eligibility in accordance with Article 25.

29. In the event that the number of eligible Candidates exceed 35, the Election Committee shall then proceed to hold elections. In the event that the number of eligible Candidates is 35 or less, then all of the Candidates are deemed to be elected. The results of the election shall be officially announced at the Annual General Meeting and the term of the new Management Committee shall commence on that date.

Duties of the Office Bearers

30. The duties of the office bearers are as follows:-

(a) The Chairman of the Association shall chair all general and Management Committee meetings. He shall also represent the Association in its dealings with outside persons.

(b) The two Vice-Chairman shall assist the Chairman in all his duties and one of them shall deputise for the Chairman in the latter’s absence.

(c) The Chairman of General Affairs is responsible for the general administration of the Association and the supervision of the paid staff of the Association. The Vice-Chairman of General Affairs will assist him in these activities.

(d) The Chairman of Finance shall collect all funds, and disburse all moneys on behalf of the Association. He shall keep an account of all money transactions and shall be responsible for their correctness. He shall be assisted in these duties by the Vice-Chairman of Finance.

(e) The Chairman of External Affairs shall carry out liaison work for the external activities of the Association. He shall be assisted by a Vice-Chairman.

(f) The Chairman of the Membership Committee shall be responsible for all membership issues and to promote the membership of the Association. He shall keep an up-to-date register of members.

(g) The Management Committee shall appoint an Executive Secretary to be in charge of the day to day operations of the Association. He shall supervise all other paid staff of the Association and shall be responsible for keeping all records of the Association, including the minutes of all general and committee meetings.

Audit and Financial Year

31. All bank accounts must be opened in the name of the Association. More than one bank account can be opened, but they must all be approved by the Management Committee. All income received must be deposited into the bank account of the Association, either in current or fixed deposit account. All payments are to be effected by the authorised persons based on the mandate decided by the Management Committee.

32. A firm of Public Accountants and Chartered Accountants shall be appointed as Auditors at each Annual General Meeting for a term of one year and shall be eligible for reappointment.

33. 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 Association’s accounts for any period within their tenure of office at any date and make a report to the Committee.

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

The Cash Reserve of The Association

35. The Cash Reserve of the Association shall be placed in the following funds:

(a) Building Fund

(b) Cultural and Education Fund

36. The Executive Committee shall have the power to:

(a) invest the Cash Reserve of the Association subject to Clause 39 herein;

(b) at any time to sell or convert or call in any investments or to transpose the same into any other investments.

(“collectively known as “Investment Decisions”)

37. The powers of the Executive Committee set out in this Clause shall be limited to and subject to the following restrictions:

(a) The Cash Reserve of the Association placed in fixed deposits must be put in fixed deposit accounts with banks licensed under the Singapore Banking Act or any other financial institutions approved by the Monetary Authority of Singapore;

(b) The total investments of the Association’s Cash Reserve in bonds and guaranteed capital funds in a financial year shall not exceed 50% of the total cash reserves of the Association as set out in the Association’s accounts of the preceding financial year;

(c) The bonds and guaranteed capital funds which the Association can invest in must be issued by: (i) the Singapore Government, (ii) any Singapore statutory board or statutory body, (iii) any Temasek-linked Companies or (iv) any of the 3 local banks, namely, UOB Bank, OCBC Bank or DBS Bank.

(d) All Investment Decisions made by the Executive Committee since the last Management Committee meeting shall be reported to and ratified by the Management Committee at the next Management Committee meeting.

(e) The Executive Committee shall not invest the Cash Reserve of the Association in any bonds or guaranteed capital funds issued by a single entity, whether corporate or otherwise, in a sum exceeding S$500,000.00 or its equivalent in foreign currency, without the prior approval of the Management Committee.

(f) The Cash Reserve can only be utilised for its object and purpose with the prior approval of the Management Committee. Any sum to be utilised in excess of $500,000.00 shall be with the prior approval of the members at the Annual General Meeting.

Trustees

38. All immovable properties belonging to the Association 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 is adjudged a bankrupt or becomes a lunatic or is declared of unsound mind or moves permanently or is absent from the State of Singapore for a period of a 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 filled at a general meeting, but the number shall not be more 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 Association a document containing such proposal at least two weeks before the meeting at which the proposal is to be discussed.

Visitors and Guests

39. Visitors and guests may be admitted into the premises of the Association but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.

Prohibitions

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

(b) The Association 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.

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

(d) 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, unless with the approval of the relevant authorities.

(e) The Association shall not raise funds from the public for whatever purpose without the written approval of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary.

(f) Gambling of any kind, excluding the promotion or 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

Amendments to the Constitution

41. The Association 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 of the voting members present at the general meeting.

Interpretation

42. In the event of any matter, arising out of any point, which is not expressly provided for in this Constitution, the Management Committee shall have power to use their own discretion. The decision of the Management Committee shall be final unless it is reversed at a general meeting of members.

Dissolution

43. (a) The Association shall not be dissolved, except with the consent of not less than 3/5 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 public charitable organizations.

ERRATA

(a) Article 10(b) of the Constitution should read: “(b)To use their best endeavours to assist the Association in the promotion and advancement of the Association’s objects in Clause Article 3 herein.”

(b) Article 36(a) should read: “invest the Cash Reserve of the Association subject to Clause 39Article 37 herein;

(c) Article 37 should read: “The powers of the Executive Committee set out in this Clause Article shall be limited to and subject to the following restrictions.”