AUPE Multi-Purpose Co-operative Society Ltd
                                 
 

AUPE MULTI-PURPOSE CO-OPERATIVE
SOCIETY LTD

  
     
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  6 BOARD OF DIRECTORS      
   
  6.1
The control of the affairs of the society shall be entrusted to a Board of Directors comprising:
   Composition of
the Board of
Directors		  
       
    (a)
not more than seven members nominated by the Founder Member, one of whom shall be the Chairman;
      
     
    (b)
not more than one member nominated by each Institutional Member; and
      
     
    (c)
not more than eleven members elected by the Ordinary Members.
      
     
  6.2
All members of the Board of Directors shall be nominated or elected annually and shall take office immediately following the date of each Annual General Meeting. They shall be eligible for re-nomination or re-election unless otherwise restricted in the By-laws.
      
     
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  6.3
No member shall be eligible for membership of the Board of Directors of the Society or remain a member of the Board if:
   Eligibility for
Membership of
the Board		  
       
    (a) he is under twenty-one years of age;      
     
    (b)
he is not a citizen of Singapore except with the approval of the Registrar;
      
     
    (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 By­laws of the Society.
      
     
  6.4
A person who wishes to offer himself to serve on the Board of Directors will have to make a declaration in writing that he is eligible for membership of the Board under the Society's By-laws and the Co-operative Societies Act.
     
     
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  6.5.1 A member of the Board of Directors shall cease to hold office if:   Cessation of
Membership of
the Board		  
       
    (a)
he becomes ineligible for membership of the Board in accordance with By-law 6.3;
    
     
    (b)
he becomes legally or mentally unsound;
      
     
    (c)
he gives notice of resignation to the Board
      
     
    (d)
he is removed by a general meeting;
      
     
    (e)
he fails to be present at three consecutive meetings of the Board without satisfactory reasons acceptable to the Board;
      
     
    (f)
he engages in any conduct prejudicial to the good name of the Society;
      
     
    (g)
he is removed by the Founder Member or Institutional Member who nominated him.
      
     
  6.5.2
A member of the Board, who resigns under By-law 6.4.1 (c) shall not be eligible for election or nomination to the Board until after an interval of not less than one year.
      
     
  6.6
A member of the Board who ceases to be a member under By-laws 6.4.1 (d) and (e) shall not be eligible for election or nomination until after an interval of not less than two years.
      
     
  6.7
If, during the term of office of the Board a vacancy occurs in the Board, the Board of Directors may, and if the number of members falls below five shall, co-opt a member of the Society to serve on the Board of Directors until the next general meeting of the Society.
      
     
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  6.8.1
The Board of Directors shall meet not later than seven days from the date of the general meeting, to elect from among themselves a Vice-Chairman, a Secretary, a Treasurer and such other officers as it deems fit. The offices of the Secretary and Treasurer may be held by one and the same person.
   Election of
Officers		  
     
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  6.8.2
The Board shall be empowered to appoint a Secretary and a Treasurer or a Secretary or a Treasurer from among the employees of the Society who, in such case, shall not be a member of the Board of Directors but shall have the right and the duty to attend all meetings of the Board.
   Appointment of
Secretary or
Treasurer		  
     
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  6.8.3
The Board shall have power to appoint Committees or Sub-Committees from among themselves or the employees or the members of the Society to be fully responsible for the daily efficient functioning of the Society or for any other purposes which it may deem fit.
   Appointment of
Committees or
Sub-
Committees		  
     
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  6.9.1
The Board of Directors shall represent the Society before all competent public authorities and in all dealings and transactions with third persons, with power to institute or defend suits brought in the name of or against the Society and, in general, direct and supervise the business and property of the Society and shall exercise all the necessary powers to ensure the full and proper administration and management of the affairs of the Society, except those powers reserved for the general meeting of members and subject to any restrictions duly laid down in a general meeting or in the By-laws.
   Powers and
Functions
of the Board		  
     
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  6.9.2
Without limited the generality of By-laws 6.8.1, the duties and powers of the Board of Directors are:
   Duties and
Powers of the
Board		  
     
    (a)
to consider and approve or reject applications for membership of the Society;
      
     
    (b)
to call for and regularly examine reports from Committees or Sub-Committees or officers or employees which will disclose the true position of the Society, its operations and financial conditions;
      
     
    (c)
to appoint Committees or Sub-Committees;
      
     
    (d)
to keep members informed of the progress of the Society and encourage interest and a sense of ownership on the part of the members;
      
     
    (e)
to prepare and present to the Annual General Meeting of the Society a proposal for the distribution of any net surplus accrued during the preceding financial year, in accordance with the Act and the By -laws;
      
     
    (f)
to make a report to the Annual General Meeting of the work of the Board during the preceding financial year with such recommendations as they deem necessary to maintain or improve the service provided by the Society to the members;
      
     
    (g)
to consider and take immediate action on matters reported by the Registrar or the auditor;
      
     
    (h)
to write off bad debts up to a total of $100 in any financial year;
      
     
    (i)
to sanction additional expenditure up to a maximum of $1000 in excess of the approved budget for any one year;
      
     
    (j)
to exercise any or all of the powers conferred in these By-laws; and
      
     
    (k)
to carry on the business of the Society generally and to frame rules for the conduct of such business as may be necessary.
      
     
  6.9.3
A full and correct record shall be kept of all proceedings of the Board in carrying out their duties, and the records shall be available for inspection by the Registrar and by the auditor.
      
     
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  6.9.4
The Board may appoint, on such terms and conditions as it thinks fit, a manager to administer and manage the affairs of the Society and may employ such other persons as it considers necessary to assist the manager in the discharge of his duties. Where a full-time manager is appointed, any or all duties of the Secretary or Treasurer, or both may be delegated to such manager and where all duties of the Secretary or Treasurer, or both are so delegated, the Society may operate without electing a Secretary or a Treasurer, or both.
   Appointment of
Manager		  
     
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  6.10
The Board shall meet as often as the business of the Society may require and in any case not less frequently than once in every three months. 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 discussions 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.
   Meeting of the
Board 		 
     
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  6.11
The quorum for a meeting of the Board shall be half of the number of its members. Decisions shall be taken on a simple majority of votes. The Chairman shall have no casting vote. No member of the Board shall vote on any matter in which he is individually interested.
   Quorum for
Board Meeting		  
     
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  6.12
Minutes of Board meetings shall be recorded by the Secretary in the minute book and shall include:
   Minutes of
Board Meeting		  
     
    (a) the number and names of those present;      
     
    (b)
the name of the chairman of the meeting; and
      
     
    (c)
a brief record of business done and decisions taken including whether each decision was taken unanimously or by a majority
      
     
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  6.13.1
In the conduct of the affairs of the Society the members of the Board shall exercise the prudence and diligence 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 or the Rules or the By-laws or the directions of the general meeting.
   Liability of
Members of the
Board		  
     
  6.13.2
Where the Board has appointed a person as a manager or a Committee or Sub-Committee to administer and manage the affairs of the Society, such appointment shall not absolve the Board from its responsibility for the proper direction of the affairs of the Society.
      
     
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  6.14.1
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.
   Restriction on
Honorarium
and Allowance
to Members of
the Board		  
     
  6.14.2
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.
      
     
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  6.15.1
A person who wishes to offer himself on the Board of Directors will have to make a declaration in writing in respect of his conflict of interest. A Director is required to make an annual declaration of conflict of interest.
  Conflict of Interest  
     
  6.15.2
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 otherwise have been entitled as a member of the Board.
     
     
  6.15.3
An interest of a member of a Director's family shall be treated as an interest of the Director. The spouse and children under twenty-one years of age, including stepchildren and adopted, shall be deemed to be members of the family.
     
     
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  6.16.1
The duties of the Chairman shall include the following
   Duties of
Chairman		  
     
    (a)
to preside at all meetings of the Board, and if necessary, at the general meetings of the Society;
      
     
    (b)
to sign the minutes of all meetings at which such minutes are confirmed in token of their correctness;
      
     
    (c)
to exercise regular supervision over the officers and employees of the Society;
      
     
    (d)
to represent the Society on any co -operative organisation or for any purposes as the Board may decide;
      
     
    (e)
to certify or sign appropriate documents, returns and statements required under the Act, the Rules, the By-laws or the direction of the Board;
      
     
    (f)
to serve on appropriate Committees or Sub-Committees constituted by the Board; and
      
     
    (g)
to perform such other duties specified in these By-laws or entrusted to him by the Board.
      
     
  6.16.2
In the absence of the Chairman, his duties shall be carried out by the Vice-Chairman or in the absence of both the Chairman and the Vice -Chairman, by any other person elected by a majority of those present at that meeting.
      
     
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  6.17
The duties ofthe Secretary shall include the following:
   Duties of
Secretary		  
     
    (a)
to maintain correctly and up-to-date, all the records, papers and registers of the Society;
      
     
    (b)
to keep an inventory of the property belonging to the Society;
      
     
    (c)
to sign on behalf of the Board and conduct its correspondence;
      
     
    (d)
to summon and attend the general meetings and meetings of the Board and to record the proceedings of such meetings in a minute book;
      
     
    (e)
to have custody of the common seal of the Society;
      
     
    (f)
to submit all minutes of meetings and such information, returns and statements required under the Act or called for by the Registrar within the prescribed period; and
      
     
    (g)
to conduct the ordinary business of the Society and perform all the duties entrusted to him by the Board or specified in these By-laws.
      
     
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  6.18
The duties of the Treasurer shall include the following:
   Duties of
Treasurer		  
     
    (a)
to take charge of all financial transactions of the Society including all moneys received by the Society from a bank, members or others and to make disbursements in accordance with the directions of the Board;
      
     
    (b)
to prepare or cause to be prepared all receipts, vouchers, financial statements and documents required by the By-laws or called for by the Board;
      
     
    (c)
to be responsible for the proper and punctual keeping of all the accounts and books of accounts of the Society; and
      
     
    (d)
to perform all the duties entrusted to him by the Board or specified in these By-laws.
      
     
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  6.19
The duties of the Manager shall include the following:
   Duties of
Manager		  
     
    (a)
to manage the business and property of the Society;
      
     
    (b)
to attend all meetings of the Society and of the Board and to carry out all the instructions of the Board;
      
     
    (c)
to record or cause to be recorded the whole of the transactions of the Society in the books prescribed for the purpose; and
      
     
    (d)
to perform all or any of the duties of the Secretary or Treasurer as may be entrusted to him by the Board.
      
     
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