Constitution

CONSTITUTION OF CENTRAL AND EASTERN EUROPEAN CHAMBER OF COMMERCE (SINGAPORE)

1 NAME

1.1 This Society shall be known as the “Central and Eastern European Chamber of Commerce (Singapore)”, hereinafter referred to as the “CEEC”.

2 PLACE OF BUSINESS

2.1 Its place of business shall be at “1 PHILLIP STREET, #12-01, ROYAL ONE PHILLIP, Singapore 048692” or such other address as may subsequently be decided upon by the Board and approved by the Registrar of Societies. CEEC shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

3 DEFINITIONS AND INTERPRETATIONS

3.1 The definitions and interpretations of the following terms are:

CEE  – Refers to Central and Eastern Europe and includes the EU Member States Poland, Czech Republic, Slovakia, Hungary, Croatia, Slovenia, Romania and Bulgaria and the three Baltic states Estonia, Latvia and Lithuania as classified by the Organisation for Economic Co-operation and Development (OECD).

Member – Refers to any individual or entity whose name is in CEEC’s roll.

Roll – Refers to the register of all classes of members of CEEC.

Board – Refers to the Board of Governors of CEEC, as referred to in Article 11.

Constitution – Refers to this constitution of CEEC that is currently in force.

AGM – Refers to the Annual General Meeting of the CEEC.

EGM – Refers to an Extraordinary General Meeting of the CEEC.

Website – Refers to CEEC’s official website at www.ceec.org.sg

3.2 Words importing the singular number include the plural number and viceversa. The pronoun “it/its” shall be read as the pronoun “he”, “she”, “his”, or “her” where the context so requires.

3.3 In writing refers to written, printed or lithographed, or partly another, and other modes of representing or reproducing words in a visible form.

4 OBJECTS

4.1 CEEC’s objects are:

a. To create a platform in Singapore for individuals and companies to connect, network, discuss, develop and strengthen common business ties, interests and opportunities between each other, CEE and Singapore, and Southeast Asia.

b. To assist and promote business, trade, investment, finance, services, industry, economic and commercial interests between, but not limited to, CEE and Singapore; as well as to assist Singaporean business interests in the CEE.

c. To collaborate and cooperate with appropriate organisations, bodies and associations in Singapore and the region to further CEEC’s objects.

d. To promote the interest of CEE businesses and CEE business people in Singapore and the region.

e. To help CEE businesses and CEE individuals established or wish to be established in Singapore and Singaporean companies in the CEE.

f. To offer, provide and perform services and support relevant to or beneficial to the Members of CEEC such as discussion forums, seminars, workshops, business talks, luncheons and others; to create, co-organize and promote other meetings and various business and social events in connection to the vision, mission and objects of CEEC.

g. To encourage cross-cultural relations between Singapore and the CEE countries.

h. To collect, obtain and disseminate information and statistics relevant to or that may be of service to the Members of CEEC.

i. Any other support, services and efforts that are aligned with the objects of CEEC and its Constitution.

5 MEMBERSHIP QUALIFICATION AND RIGHTS

5.1 Membership shall be open to any individual and/or legal entity in Singapore including but not limited to companies, institutions, associations, trade chambers, societies and charities.

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

6 MEMBERSHIP CATEGORIES AND ELIGIBILITY

Membership Categories

6.1 The four categories of membership in CEEC shall be as follows:

a. Corporate Membership

b. Individual Membership

c. Associate Membership

d. Honorary Membership

Eligibility for Membership

6.2 The eligibility criteria for each membership category shall be as follows:

a. Corporate Membership

Any entity registered in Singapore shall have the right to apply for Corporate membership in CEEC. The number of representatives for each Corporate member shall range from one to three, to be determined by the Board based on the merits of each membership application. Representatives of Corporate members who are above 21 years of age shall be entitled to vote at all General Meetings and to hold office in CEEC. For the avoidance of doubt, each Corporate Member will be entitled to 1 (one) vote and a maximum of 1 (one) seat at the Board.

b. Individual Membership

Any individual or professional interested in the objects of CEEC shall be eligible to apply as member. Individual members who are above 21 years of age shall be entitled to vote at all General Meetings and to hold office in CEEC.

c. Associate Membership

Any company or entity that does not qualify for Corporate membership shall be entitled to apply as an Associate member of CEEC. The number of representatives for each Associate member shall range from one to two, to be determined by the Board based on the merits of each membership application. Associate Members shall be entitled to speak at General Meetings but shall not have the right to vote and to hold office in CEEC.

d. Honorary Membership

Honorary members shall be individuals appointed by the Board at its sole discretion. Honorary members shall have all the privileges of membership without paying the annual subscription except that they shall not be entitled to vote at General Meetings and to hold office in CEEC.

6.3 Members of CEEC cannot be employees of CEEC.

7 APPLICATION FOR MEMBERSHIP

7.1 Any individual or entity wishing to join the CEEC should submit its name, address, business activity or occupation of the candidate and any other particulars required by the CEEC on the CEEC’s website (www.ceec.org.sg) or inform the CEEC by any other mean of its application and membership category.

7.2 In its absolute discretion, the Board will decide on the application for membership. The application shall be considered as approved in presence of a majority vote of the Board. In the event of an equality of votes, the President (or if the President is not present, the Chairman of the Board meeting convened for the purpose) shall have a casting vote.

7.3 Upon the election of an applicant for membership, notice thereof shall be given to the successful applicant, who shall be given a copy of and be bounded by this Constitution and shall be required to pay the membership fee.

7.4 The Board’s decision as to any applicant’s qualification for membership under this Constitution shall be final. The Board shall have the power to refuse membership to an applicant without assigning cause.

8 ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

8.1 The entrance fee for all membership categories shall be determined by the General Meeting on recommendation from the Board at such rate or rates, which the Board may from time to time review, either generally or in a specific case.

8.2 An annual subscription fee shall be paid by each member at the beginning of each financial year, or on a prorated basis in the event of a new Member joining in the course of the year.

8.3 If a Member falls into arrears with its subscription or other dues, it shall be informed immediately by the Treasurer (or any person designated to act on his behalf for that purpose). If it fails to settle its arrears for more than four (4) weeks, the President may order its membership privileges (including but not limited to the voting right at the General Meeting) to be denied until it settles its account. If it falls into arrears for more than three (3) months, it will automatically cease to be a Member unless otherwise decided by the Board.

8.4 An entity or individual who ceases to be a Member for any reasons whatsoever shall not be entitled to claim a refund in whole or in part of any entrance fee or membership fee in respect of the unexpired portion of the year.

8.5 Membership is deemed active upon receipt of full payment for the term of the subscription paid.

8.6 The income and property of CEEC whensoever derived shall be applied towards the promotion of the objects of CEEC 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 CEEC or to any of them or to any person claiming through any of them.

9 RESIGNATION AND TERMINATION OF MEMBERSHIP

9.1 In order to resign from a membership, written notice must be given to the Board. If any membership lapses for non-payment of membership dues or other moneys due to CEEC or when the Member is no longer eligible for membership, resignation will be determined by CEEC.

9.2 Membership may be terminated immediately by the CEEC in case of bankruptcy, conviction of criminal offences or any other act or omission which is detrimental to the interests of CEEC or compromises the good name and/or goodwill of the CEEC or in violation of this Constitution. The Board shall inform the concerned Member in writing of its decision to terminate his membership.

9.3 The Board may terminate a membership or representation for cause such as moral turpitude, and conflict of interest.

9.4 A Member expelled under Articles 9.2 and 9.3 may within one month of the notification of his expulsion, appeal to the General Meeting of members against the decision of the Board. The decision of the General Meeting shall be final.

9.5 The Board may suspend the rights and privileges of a Member in arrears until such arrears are made good.

10 SUPREME AUTHORITY AND GENERAL MEETINGS

10.1 The supreme authority of CEEC is vested in a General Meeting of the members.

10.2 The AGM shall be held within 3 months from the close of its financial year, on a day and place to be fixed by the Board. The President shall be the Chairman of the AGM. In the absence of President, a Vice-President shall be the Chairman of the AGM. In the absence of both the President and the Vice-Presidents, the longest serving office-bearer shall be the Chairman of the AGM.

10.3 At any other time for any special purpose, an EGM must be called by the President on the request in writing of not less than 25% of the total voting membership and may be called at any time by order of the Board. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The EGM shall be convened within two months from receiving this request to convene the EGM.

10.4 If the Board does not within two months after the date of the receipt of the written request proceed to convene an EGM, the members who requested for the EGM shall convene the EGM by giving ten days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on CEEC’s notice board.

10.5 At least 2 weeks’ notice shall be given of an AGM and at least ten days’ notice of an EGM. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all members. The particulars of the agenda shall be posted on CEEC’s notice board four days in advance of the meeting.

10.6 The following businesses will be considered at the AGM:

a. The previous financial year’s accounts and annual report of the Board.

b. Where applicable, the election of the Board and the appointment of a firm of Public Accountants and Chartered Accountants 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 at least ten days before the meeting is scheduled to be held.

10.7 The annual report, financial statements and the agenda shall be circulated to all members at least five days before the AGM.

10.8 Notification of an EGM, including the particulars of the agenda, shall be circulated to all Members at least fourteen days before the EGM.

10.9 At least 25% of the total voting membership present at a General Meeting shall form a quorum.

10.10 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 or dissolve CEEC.

10.11 Each Member with a right to vote shall be entitled to a single vote on any resolution.

10.12 Each Member with a right to vote shall be entitled to attend and vote at General Meetings in person or in their absence, by proxy, provided that:

a. a Member does not appoint more than one proxy for any one General Meeting, and

b. no person present at the General Meeting may hold more than 5 proxies on behalf of Members.

10.13 The instrument appointing a proxy shall be in a form approved by the Board.

10.14 Voting at General Meetings shall be by show of hands of the Members present and voting or, subject to the agreement of the majority of the voting Members present, by a secret ballot.

10.15 Resolutions shall be passed by a simple majority of the Members present and voting at General Meetings, except where a greater majority is stipulated pursuant to Article 18.1 (Amendments to Constitution) and Article 21.1 (Dissolution).

11 BOARD OF GOVERNORS AND EXECUTIVE COMMITTEE

11.1 The administration of CEEC shall be entrusted to an Executive Committee consisting of the following office-bearers to be elected by the Board at alternate Annual General Meeting:

One (1) President

Two (2) Vice-Presidents

One (1) Secretary-General

One (1) Treasurer

Only persons elected at the Board will have the right to be appointed as one of the above office-bearers. The President is to be elected first by the Board, after which the President will propose the rest of the office-bearers for approval by the Board. If more than one persons have applied for any of the office-bearer positions above, then the appointment will be by simple majority vote by the Board.

11.2 The first Board, as well as in any event of having to designate a fully new Board (“Collective Election”), is to be elected in presence of a majority vote of the Members by way of a General Meeting. For consecutive elections, the names of the persons applying to be part of the Board shall be proposed and seconded at the Annual General Meeting and election will follow on a qualified quorum and simple majority vote of the Members. All Board members and office-bearers may be re-elected to the same or related post for a consecutive term of office. The term of office of the Board is two years. There will be a maximum of 11 (eleven) Board seats, not more than 3 (three) of which may be Individual Members. The number and composition of the Board may be changed by a simple majority vote at a General Meeting.

11.3 The newly elected Board shall take office immediately and shall be responsible for all activities of the CEEC until the conclusion of the following AGM.

11.4 In the event of a tie, when electing a new Board, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favour of one of themselves.

11.5 A Board Meeting shall be held at least once every two (2) months after giving 21 days’ notice to Board members. The President may call a Board Meeting at any time by giving five days’ notice. Majority of the Board Members must be present for its proceedings to be valid.

11.6 Any Member of the Board absenting himself/herself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Board and a successor may be co-opted by the Board to serve until the next Annual General Meeting. Any changes in the Board shall be notified to the Registrar of Societies within two weeks of the change.

12 DUTIES AND POWERS OF THE BOARD AND OFFICE-BEARERS

12.1 The Board shall be vested with direction and general management of the CEEC for properly carrying out the objects of the CEEC in accordance with the Constitution.

12.2 The Board shall have the full power to make, alter, add or reject by-laws and rules regulating the affairs of the CEEC on matters not inconsistent with the Constitution. Such by-laws or rules so made, added to, altered or rejected shall come into operation at such time as is fixed by the Board.

12.3 The Board 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.

12.4 The President shall chair all General and Board Meetings and shall be responsible for the proper conduct of business at these meetings. He/she shall also represent CEEC in its dealings with third parties. The President shall appoint the Executive Director of CEEC.

12.5 The Vice-Presidents shall assist the President and deputise for him/her in his/her absence.

12.6 The Secretary-General shall keep all records, except financial, of the CEEC and shall be responsible for their correctness. He/she will keep minutes of all General and Board meetings. He/she shall maintain an up-to-date Register of Members at all times. The Secretary-General may be assisted and delegate some or all the above from time to time to a designated person with the President’s prior consent.

12.7 The Treasurer shall retain all funds collected, and disburse all monies on behalf of the CEEC and shall keep an account of all monetary transactions, and shall be responsible for their correctness. He/she shall issue and sign receipts, vouchers and other related documents for money received on behalf of CEEC; render such financial reports or statements to be submitted at each Board Meeting and at the Annual General Meeting; deposit all money and other valuables belonging to the CEEC in such bank or banks as may be designated or approved by the Board except a certain cash amount, which shall be fixed by the Board on behalf of CEEC from time to time to meet petty cash expenses. The Treasurer may be assisted and delegate some or all the above from time to time to a designated person with the President’s prior consent.

12.8 Either the Treasurer or the President shall be allowed to sign cheques, etc. for withdrawals from banks for up to and including SGD5,000. For any amount over SGD5,000, the cheques, etc shall be jointly signed by both Treasurer and the President.

13 THE EXECUTIVE DIRECTOR

13.1 CEEC shall have an Executive Director, which the President will select, appoint and remove at his/her discretion. The Executive Director shall be a full-time employee, barred from other commercial activities and from becoming a member of CEEC.

13.2 The first appointed Executive Director of CEEC shall hold the position for a period of no less than three (3) consecutive years unless in the case of: i) neglecting to act in accordance with the Constitution of CEEC, ii) conviction of a criminal offence, iii) by means of formal resignation and notifying the Board of termination with a notice period stated in the employment contract or iv) in the case of the dissolution of CEEC.

13.3 The Executive Director shall be responsible for the day to day administration of CEEC with power to appoint, pay and dismiss such staff as the Executive Director may consider necessary for the proper functioning of CEEC after consultation with the Board.

13.4 The Executive Director shall maintain all records of CEEC in cooperation with the Secretary and the Treasurer and shall keep minutes of all General Meetings and meetings of the Board (if it is determined by the Board that such minutes should be taken).

13.5 The Executive Director shall report to the President but shall be under the general supervision of Board.

13.6 The Executive Director shall represent CEEC in all business transactions and statutory affairs with full power of representation and to conduct payment for all obligations arising thereof.

13.7 The Executive Director will be entitled to sign all cheques and payment orders alone for a maximum amount of one thousand (SGD1,000) Singapore Dollars or the equivalent in foreign currencies at the payment day. Any amount orders above the stated will need to be signed off by the authorised cheque signatories in accordance with Article 12.8.

14 AUDIT AND FINANCIAL YEAR

14.1 A firm of Public Accountants and Chartered Accountants shall be appointed as Auditors at each AGM for a term of one year and shall be eligible for reappointment.

14.2 They:

a) Will be required to audit each year’s accounts and present a report upon them to the AGM.

b) May be required by the President to audit CEEC’s accounts for any period within their tenure of office at any date and make a report to the Board.

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

15 TRUSTEES

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

15.2 The trustees of CEEC 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.

15.3 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.

15.4 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 CEEC’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.

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

16 VISITORS AND GUESTS

16.1 Visitors and guests may be admitted into the premises of CEEC, if any, but they shall not be admitted into any privileges of the CEEC. All visitors and guests shall abide by CEEC’s rules and regulations.

17 PROHIBITIONS

17.1 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 CEEC’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

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

17.3 CEEC 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.

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

17.5 CEEC shall not hold any lottery, whether confined to its members or not, in the name of CEEC or its office-bearers, Board or Members unless with the prior approval of the relevant authorities.

17.6 The Board 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.

18 AMENDMENTS TO CONSTITUTION

18.1 CEEC shall not amend its Constitution without the prior approval in writing by 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 three-quarters (3/4) of the voting Members present at the General Meeting or represented by proxy, approved by the Board.

19 INTERPRETATION

19.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Board shall have power to use their own discretion. The decision of the Board shall be final unless it is reversed at a General Meeting of Members.

20 DISPUTES

20.1 In the event of any dispute arising amongst Members, they shall attempt to resolve the matter at an EGM 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.

21 DISSOLUTION

21.1 The CEEC shall not be dissolved, except with the consent of not less than three-quarters (3/4) of the total voting membership of CEEC for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.

21.2 In the event of CEEC being dissolved as provided above, all debts and liabilities legally incurred on behalf of CEEC 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 determined by CEEC at the general meeting.

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

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