| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
AUPE GENERAL SERVICES CO-OPERATIVE LTD |
|
| |
Back to Index |
|
| |
|
|
| |
7 |
BOARD OF DIRECTORS |
|
| |
7.1 |
The Board of Directors shall consist of: |
|
| |
|
|
| |
|
(a) |
not less than four and not more than ten members appointed by the Founder Member including the Chairman and Deputy Chairman; and |
|
| |
|
|
| |
|
(b) |
not less than three and not more than five members as shall be determined by the Founder Member from time to time, to be elected by the Institutional Members. |
|
| |
|
|
| |
7.2 |
Each member of the Board of Directors shall hold office for a period of three years and shall be eligible for re-appointment or re-election unless otherwise restricted by the By-Laws. |
|
| |
|
|
| |
7.3 |
No person shall be eligible for membership of the Board of Directors of the Society or remain a member of the Board if: |
|
| |
|
|
| |
|
(a) |
he is under twenty-one years of age; |
|
| |
|
|
| |
|
(b) |
he is not a citizen of Singapore ; |
|
| |
|
|
| |
|
(c) |
he is an undischarged bankrupt; |
|
| |
|
|
| |
|
(d) |
he has been convicted of an offence involving dishonesty or moral turpitude and has been sentenced to imprisonment; |
|
| |
|
|
| |
|
(e) |
he has been convicted of an offence under the Act; |
|
| |
|
|
| |
|
(f) |
he has been dismissed as an employee of a co-operative society; |
|
| |
|
|
| |
|
(g) |
he has been found to have previously misused or mismanaged the funds of a co-operative society; or |
|
| |
|
|
| |
|
(h) |
he becomes ineligible under any of the By-Laws of the Society. |
|
| |
|
|
| |
7.4 |
A member of the Board of Directors shall cease to hold office if: |
|
| |
|
|
| |
|
(a) |
he becomes ineligible for membership of the Board in accordance with By-Law 7.3; |
|
| |
|
|
| |
|
(b) |
he becomes legally or mentally unsound; |
|
| |
|
|
| |
|
(c) |
he gives notice or resignation to the Board; |
|
| |
|
|
| |
|
(d) |
he is removed by the Founder Member, or the Institutional Members, as the case may be; or |
|
| |
|
|
| |
|
(e) |
he fails to be present at three consecutive meetings of the Board without satisfactory reasons acceptable to the Board; and |
|
| |
|
|
| |
|
(f) |
he engages in any conduct prejudicial to the good name of the Society. |
|
| |
|
|
| |
7.5 |
A member of the Board, who resigns under By-Law 7.4 (c) shall not be eligible for appointment or election to the Board until after an interval of not less than one year. |
|
| |
|
|
| |
7.6 |
A member of the Board who ceases to be a member under By-Laws 7.4 (d) or (e) shall not be eligible for appointment or election until after an interval of not less than two years. |
|
| |
|
|
| |
7.7 |
If during the term of office of the Board of Directors, a vacancy occurs in the Board, the Board of Directors may co-opt a delegate of a member to serve on the Board of Directors for the remaining term of office until the next general meeting of the Society elects or the Founder Member appoints a new Director, as the case may be. |
|
| |
|
|
| |
7.8 |
The Board of Directors shall, not later than 7 days from the date of the Annual General Meeting at which election of persons to the Board took place, meet to appoint a Secretary, a Treasurer and such other officers as it deems fit but subject to By-Law 7.9. |
|
| |
|
|
| |
7.9 |
The Board may appoint, on such terms and conditions and with such designations as it thinks fit, a manager to administer and manage the business and affairs of the Society and may employ such other staff as it considers necessary to assist the manager. Where such appointment is made, all or any duties of the Secretary or Treasurer, or both may be delegated to the manager, and the Society may operate without electing a Secretary or Treasurer, or both. |
|
| |
|
|
| |
7.10 |
The business of the Society shall be carried out and managed by the Board of Directors, which shall have the exercise of, or expressly delegate as it deems fit to any officer or any servant, all such powers to enter into all such agreements, make all such arrangements, take or initiate all such proceedings, and do all such acts or things as are necessary for the effective management of the affairs of the Society, for carrying out the objects for which the Society is established, and for securing and furthering its interests in accordance with its By-Laws and subject to the provisions of the Act and Rules. |
|
| |
|
|
| |
7.11 |
The Board of Directors shall exercise the diligence and prudence of ordinary men of business and shall be jointly and severally liable for any loss sustained through failure to exercise such prudence and diligence or through any act which is contrary to the provisions of the Act, the Rules, these By-Laws or the directions of a general meeting. |
|
| |
|
|
| |
7.12 |
Without restricting the generality of By-Laws 7.10 and 7.11 the following duties and powers are expressly given to the Board of Directors: |
|
| |
|
|
| |
|
(a) |
to purchase, take on lease, or otherwise acquire land or building for the purpose of constructing houses, offices and such other purposes as are necessary for the business and for carrying out of the objects of the Society and to dispose of the same; |
|
| |
|
|
| |
|
(b) |
to decide the terms of purchase, transfer, let, lease and sale of lands, buildings or houses to be developed by the Society to any member or non-member; |
|
| |
|
|
| |
|
(c) |
to take such measures as may be necessary for the effective and proper conduct of the business and affairs of the society and the safe custody and proper maintenance of its assets, funds (including the investment thereof) and properties and, in particular, to appoint officers, salaried or non-salaried, on such terms and remuneration, and with such designations, powers and authorities to conduct the business of the Society as they deem fit and to suspend and dismiss such officers; |
|
| |
|
|
| |
|
(d) |
to raise and administer funds and secure repayment thereof as may be required from time to time for the purpose and conduct of the affairs of the Society in accordance with and subject to the provisions of the Act, the Rules and these By-Laws; |
|
| |
|
|
| |
|
(e) |
to draw up regulations from time to time for the proper conduct of the Society's business; |
|
| |
|
|
| |
|
(f) |
to reimburse any member of the Board, officer or servant of the Society out of its funds for all costs, charges, traveling or other expenses incurred by him in the execution of the Society's business, or in discharge of his duties. No member of the Board, officer or servant of the Society shall be held liable for joining in any receipt or other act for conformity's sake, or for any loss or expense to the Society by insufficiency or deficiency of any security upon which any of the monies of the Society may be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any monies, securities or effects shall be deposited, or misfortune whatsoever which shall happen in the execution of his office or in relation thereto through no neglect and default on his part; |
|
| |
|
|
| |
|
(g) |
to keep and maintain proper accounts and books for all kinds of business and submit all statutory returns; |
|
| |
|
|
| |
|
(h) |
to prepare the Annual Balance Sheet, Revenue Account and Profit and Loss Accounts in such form as may be prescribed by law in such manner as the Registrar may prescribe; |
|
| |
|
|
| |
|
(i) |
to consider and approve or object to applications for membership of the Society or applications for additional shares in the Society; |
|
| |
|
|
| |
|
(j) |
to delegate any or all of the aforesaid powers to any officer or officers of the Society as the Board thinks fit. Any officer to whom any of the aforesaid powers may be delegated, shall, in exercise of his powers, conform to all such regulations as may be prescribed by the Board. All acts done by any such officer in conformity with such regulations and in fulfilment of his appointment, but not otherwise, shall have the same force as if done by the Board; |
|
| |
|
|
| |
|
(k) |
to commence, institute, prosecute, defend, and compromise all such actions and suits as the Board may think necessary and proper to bring or to defend or to compromise and submit the same for arbitration; |
|
| |
|
|
| |
|
(l) |
to appoint Committees or Sub-Committees; and |
|
| |
|
|
| |
|
(m) |
to call for and regularly examine reports from Committee, Sub-Committees, officers or employees which will disclose the true status of the Society, its operations and financial conditions. |
|
| |
|
|
| |
7.13 |
The Board of Directors shall meet as often as necessary for the conduct of the affairs of the Society and in any case not less frequently than once in three months. |
|
| |
|
|
| |
7.14 |
The quorum for a meeting of the Board of Directors shall be not less than one-half of the total number of its members. In the absence of the Chairman or the Deputy-Chairman, the members shall elect a Chairman for the meeting. Decisions shall be taken on a simple majority of votes. The Chairman shall have no casting vote. |
|
| |
|
|
| |
7.15 |
A resolution in writing, signed by all the Directors then present in Singapore , shall be valid and effectual as if it had been passed at a meeting of the Board duly convened and held. |
|
| |
|
|
| |
7.16 |
Eligibility for Membership of Board of Directors |
|
| |
|
|
| |
|
A person who wishes to offer himself to serve on the Board will have to make a declaration in writing that he is eligible for membership of the Board of Directors under the Society's By-Laws and the Co-operative Society's Act. |
|
| |
|
|
| |
7.17 |
Conflict of Interest |
|
| |
|
|
| |
|
A person who wishes to offer himself to serve on the Board of Directors will have to make a declaration in wirting in respect of his Conflict of Interest. A Director is required to make an annual declaration of Conflict of Interest. |
|
| |
|
|
| |
7.18 |
A member of the Board of Directors having a personal interest, or intended interest in the profits of any contract made or intended to be made, or the making of which is under consideration, shall forthwith declare the same, withdraw from all further discussion in respect thereof, exercise no vote in regard thereto, and be denied all information in respect thereof to which he would otherwise have been entitled as a member of the Board. |
|
| |
|
|
| |
7.19 |
An interest of a member of the Director's family shall be treated as an interest of the Directors. The spouse and children under twenty-one years of age, including step-children and adopted children, shall be deemed to be members of the family. |
|
| |
|
|
| |
7.20 |
A full and correct record shall be kept of all proceedings of the Board of Directors in carrying out their duties, and the records shall be available for inspection by the Registrar and by the external auditor. |
|
| |
|
|
| |
7.21 |
The services of all members of the Board of Directors shall be gratuitous. A member of the Board of Directors may receive an honorarium or, if he is an Honorary Secretary or Treasurer, an allowance from the Society, provided that the payment of an honorarium or allowance has to be authorised by a resolution to that effect passed by a general meeting of the Society, and the amount of the honorarium and allowance shall not exceed a sum to be fixed from time to time by the Registrar. An Honorary Secretary or Treasurer who is in receipt of an allowance shall not be entitled to receive an honorarium as a member of the Board. |
|
| |
|
|
| |
Back to Index |
|
Back to top |
|
| |
|
|
