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怡和轩新章程(英)

THE COMPANIES Act(Chapter 50)
ASSOCIATION NOT FOR PROFIT
ARTICLES OF ASSOCIATION
OF
EE HOE HEAN CLUB

1.

These articles shall be construed with reference to the provisions of the Companies Act (Chapter 50) and the terms used in these Articles shall have the same respective meanings as they have when used in that Act.

2.

For the purposes of registration, the number of the members of the Club is declared not to exceed 10,000 members.    

MEMBERSHIP

3. Every person who is registered as a member of EE HOE HEAN CLUB on the day the Club is incorporated shall ipso facto be a member of the Club without election or the payment of any entrance fee.
4. All ethnic Chinese who subscribe to the objects of the Club and satisfy the requirements from time to time laid down by the Club shall be eligible for membership.
5.
  1. The Board of Directors may at its discretion admit companies or corporations as corporate members.
  2. A corporate member shall nominate one person belonging to its organisation as its nominee and such person shall upon his acceptance by the Board of Directors be entitled to enjoy the full rights and privileges of a member.
  3. The corporate member shall remain fully liable for the payments of all subscriptions and monies due on the corporate member’s account as well as all monies due from its nominee’s account with the Club.
6. An applicant for membership shall comply with the following requirements at the time of application viz:
  1. Fill in and sign the Club’s prescribed application form for membership, stating name occupation and address and such other particulars as may be required. Notice of any change of address must immediately be given to the Club.
  2. Obtain the signatures of two members on the application form as proposer and seconder for the application.
7. All applications for membership must first be approved by the Board of Directors and an applicant for membership shall only be deemed to have been elected as a member on payment of his entrance fee and subscription.
8. Annual subscription for a particular calendar year shall become due and payable on the first day of January of the year. If any member shall allow payment of his subscription to fall into arrears for a period of more than six (6) months as from the date of the notice of demand, the Board may at its discretion at any time thereafter serve upon him a final notice and if such member shall fail to effect payment of such arrears within a period of three (3) months, such member shall cease to be a member upon the expiry of the final notice of demand.
9.

Subject to the provisions contained in Article 10 hereinafter appearing the Board shall have the power to expel any member from the Club or take other disciplinary action against him in any of the following events:-

  1. where the member has been involved in any unlawful activity within the Club’ premises;
  2. where the member has behaved in a manner that is prejudicial to the good name of the Club;
  3. where the member has violated or breached any of the rules and regulations of the Club; or
  4. where there are circumstances or valid reasons which, in the opinion of the Board, justify the expulsion of the member from the Club.
10.
  1. Upon receipt of any complaint warranting the expulsion of a member or the taking of any disciplinary action against him in accordance with the provisions of Article 9, the Board shall set up a committee of inquiry to investigate the matter and the committee shall in due process accord the member against whom the complaint has been made reasonably ample opportunity to be heard. The committee of inquiry shall make its report to the Board and the Board, after giving due consideration to the report, shall make such decision as it may deem appropriate;
    Provided always that no decision to expel a member from the Club shall be valid unless it is approved by not less than two-third (2/3) of the members of the Board.
  2. The committee of inquiry shall consist of five (5) members to be appointed by the Board at the Board’s absolute discretion. An appointee need not be a member of the Board.
11. No refund shall be claimed by any member who has been expelled or whose membership has been terminated as hereinbefore provided in respect of any subscription fees or other fees or donations previously paid or contributed by such member to the Club.
12.
  1. The Board of Directors may at its discretion admit any person as an associate member for such duration and on such terms and conditions as the Board may deem fit.
  2. An associate member shall not be entitled to vote at any meeting of the Club nor shall he or she be eligible to hold any office but shall otherwise be entitled to be co-opted as a member of any committee or sub-committee.

DUTIES OF MEMBERS

13. All members are expected to use their best endeavours to the utmost and willingly and freely for the following purposes viz:
  1. To observe and respect all rules and regulations of the Club including resolutions passed at all meetings.
  2. To render assistance in the execution and performance of all resolutions and other matters.

RIGHTS OF MEMBERS

14.

All members are entitled to the following rights or privileges viz:-

  1. To attend and vote at every annual and extra-ordinary General Meetings of the Club.
  2. To enjoy the various benefits available as regulated by the Club.
  3. To make proposals for the advancement and reform of the Club in all matters within the objects of the Club.
  4. To appoint auditor or auditors at each annual General Meeting of members for the ensuing year.
  5. To request the assistance and good offices of the Club in all matters dealings and negotiations involving the rights claims liabilities or otherwise of third parties not being contrary to law or justice.

BOARD OF DIRECTORS AND COMMITTEES

15. The affairs of the Club shall be managed by a Board of Directors which shall consist of seventeen (17) directors to be elected once in every two(2) years in accordance with the provisions hereinafter contained. A retiring director shall be eligible for re-election. The Board shall have power at any time during its term of tenure to co-opt additional directors provided that the number of co-opted directors shall not at any one time exceed six(6).
16. The procedure for electing the directors shall be as follows
  1. the incumbent Board shall form an Election Committee (hereinafter referred to as “the Election Committee”) not later than one month before the date of the Annual General Meeting for the year when the incumbent Board’s term of office is due to expire.
  2. directors shall be elected from among the candidates nominated by members of the Club and the Election Committee shall as soon as practically prepare a nomination form which shall be sent to all members together with a list of members not later than two weeks before the date appointed for the close of nomination.
  3. every nomination form shall be signed by a seconder and countersigned by the candidate(s).
  4. if only seventeen (17) candidates are nominated, the Election Committee shall declare them elected without conducting a ballot.
  5. if more than seventeen (17) candidates are nominated, the Election Committee shall prepare a list of candidates and send it together with a ballot paper to every member for the purposes of election. The Election Committee shall indicate in the ballot paper the date and the place for the ballot paper to be cast.
  6. upon election of the new directors, the Election Committee shall be dissolved forthwith.
  7. the new directors so elected shall take office within one (1) month after being elected and the outgoing members of the Board shall officially hand over their office on the date in which the new elected members officially take office.
17. The Board of Directors shall elect among themselves the following office-bearers:
  1. a President;
  2. not more than five(5) Vice-Presidents ;
  3. the heads and deputies of the General Affairs committee, the Finance Committee, the Cultural committee, the Social Service Committee, the Recreation Committee and such other committees as the Board may from time to time deem necessary or expedient to establish and
  4. such other officials in such designation or with such other title as the Board may deem necessary or expedient.
18. The Head of any of the Committees established by the Board may co-opt any member or associate member to sit in its Committee but such member shall have no voting rights at any meeting of the Board.
19. The President, Vice-Presidents and the heads of the Committees shall together form the Executive Committee of the Board(hereinafter called “the Executive Committee”). The Executive Committee shall deal with all urgent matters concerning the Club in between the Board meetings and shall have the power to decide and take whatever action it deems fit but shall, after so acting, refer such matters to the next Board meeting for confirmation and ratification.
20. All office bearers of the Club shall hold their office in an honorary capacity and shall receive no remuneration except in the case of officers or servants who have been employed, or agents who have been engaged by the Board of Directors.
21.

Notwithstanding any articles hereunder, any office bearer holding the office of the President or the Head of the Finance Committee shall not hold such office for more than three (3) consecutive terms.

22. Any director of the Club may resign from office without providing any reasons by giving prior written notice to the Board. The Board shall have power to fill any casual vacancy in the Board occasioned by death resignation or any other cause whatsoever.
23. The Board may appoint any member or non-member who has served the Club and who enjoys good reputation or has otherwise made substantial contributions to the Club to such honorary position in the Club for such tenure and upon such terms and conditions as the Board may deem fit.
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