By-laws of Singapore FinTech Association

Section A – Membership

1. Membership Categories
As defined in the Constitution of the Association (the “Constitution”), there are three categories of membership: (i) Ordinary Members, (ii) Associate Members and (iii) Individual Members.

2. Membership Approval
The acceptability of any applicant for membership or for change in classification of membership in the Association shall be determined by the Committee or by persons appointed to do so under its authority.

3. Membership Application
Application for membership shall be on a form prescribed by or under the authority of the Committee containing the name, address, and business activity or occupation of the candidate. This form shall be sent to the office of the Association.

4. Employee/Director Registration
Each Ordinary Member and Associate Member may register their employee(s)/director(s) as their representative(s) in the Association (“Representative(s)”).

5. Membership Entrance And Subscription Fees
The Committee shall, from time to time, recommend revision to the membership entrance fee (or registration fee) and subscription fee for determination at a General Meeting of the Association (“General Meeting”) in accordance with the Constitution; which shall thereafter be published on the Association’s website.

Section B – Voting

1. Representatives
Each member, whether Ordinary or Associate, shall nominate one employee of good standing residing in Singapore to be its voting representative in the Association (“Voting Representative”). All other Representative(s) registered by the member will not have voting rights. Each member shall exercise its vote through the person it designates as its Voting Representative, who shall have full voting rights at any General Meeting.

2. Proxy
Any Voting Representative may authorise another employee of his or her company to vote on her or his behalf at any General Meeting. Notice of such proxy authorisation must be received in writing by the designated person, at the address of the Association stated for that purpose in the notice of the General Meeting, not later than 24 hours prior to the time and date of the General Meeting at which such proxy is to be voted. Proxy votes may be received electronically, in writing or in other ways or forms determined as acceptable from time to time by the Committee.

3. Resolutions for Consideration at a General Meeting
Any voting member may propose resolutions for consideration at a General Meeting. All such resolutions must be in writing and must bear the signature of at least one Voting Representative proposing and must be delivered to the Secretary not less than one week before the scheduled date of the General Meeting. The Secretary shall cause the text of each resolution which has been duly submitted to be included in the official notice of the General Meeting. No resolution which has not been included in the official notice shall be considered at the General Meeting except (i) procedural resolutions relating to the conduct of the General Meeting, such as resolutions to adjourn, and (ii) resolutions to amend the text of proposed resolutions which have been included in the official notice, provided such amendments are to clarify or correct the text of such proposed resolutions and do not materially alter the intent or meaning of the proposed resolution. All proposed resolutions must be in accordance with Robert’s Rules of Order and shall not conflict or contravene the Laws of Singapore, the Constitution, or the By-laws of the Association.

4. Meeting Procedure
At all General Meetings, the President of the Association shall take the chair or, in his or her absence, first the Vice President, second the Secretary, third the Treasurer or fourth, a chairperson elected by the Committee. The chairperson of the meeting shall exercise voting rights only when his or her vote would affect the outcome of any question.

5. Rules of Voting
Voting Representatives may vote at a General Meeting in person or by absentee ballot duly submitted in accordance with the Constitution. Whether by absentee ballot or in person, only one vote per Voting Representative can be cast. All voting by persons present at a General Meeting shall be by show of hands or by a ballot form, as determined by the Committee.

6. Adoption of Resolutions
Resolutions shall be generally decided by a simple majority vote of Eligible Voters present at General Meetings, unless otherwise prescribed in the Constitution.

7. Parliamentarian
The chairperson shall appoint a Parliamentarian for the General Meeting, who may be the Secretary or any other eligible Voting Representative present. The meeting shall be conducted in accordance with the Constitution and, where not inconsistent with this Constitution, in accordance with the most recent edition of Robert’s Rules of Order available at such meeting. The Parliamentarian may, at his or her discretion, consult with the Association’s legal counsel in connection with any question of procedure at a General Meeting and the ruling of the Parliamentarian on all such matters shall be final and binding.

Section C – Election of the Committee

1. Election of Officers
Office-bearers and Committee Members of the Association will be elected at a General Meeting, in accordance with the Constitution.

2. Nominating Committee
During the last quarter of the calendar year, the Committee will select and appoint a chairman of the Nominating Committee and select a date for the Annual General Meeting. The President will give guidance to the chairperson of the Nominating Committee on the goals of the Nominating Committee.

3. Duties of the Nomination Committee
The chairperson of the Nominating Committee will select and form a Nominating Committee which will have an odd number of members and at least three members. Only Voting Representatives may be members of the Nominating Committee. The names of the members of the Nominating Committee must be announced to the membership of the Association at least 70 days prior to the Annual General Meeting. Members of the Nominating Committee are not eligible for election to the Committee at that Annual General Meeting.

4. Nominations
In each election year, the Nominating Committee will call for nominations for the Committee not less than 60 days prior to the date of the Annual General Meeting. Nominations must be made in writing by the Voting Representative (“Proposer”) and must be seconded by another Voting Representative (“Seconder”). The nomination must be signed by the person nominated, signifying the person’s consent to the nomination, and must be signed by the Proposer and Seconder. Signatures may be electronic. The Nominating Committee may also make nominations with the prior written approval of the nominee. Only Representatives who are resident in Singapore may be nominated.

5. Nomination Process
The Nominating Committee will close nomination 40 days prior to the date of the Annual General Meeting. Upon closing of nominations and not later than 30 days prior to the Annual General Meeting, the Nominating Committee will announce the names of all the eligible nominees. The Nominating Committee will put forth not less than ten nominees, including existing Committee members who are both willing and eligible for re-election. These recommendations must be agreed to by a simple majority of the members of the Nominating Committee. This recommendation will be made public at least 30 days prior to the Annual General Meeting. All other information on their deliberations and votes must remain confidential. The total number of nominees may be more than the total number of positions open on the Committee. The biographies of the nominees will be made known to the members and Representatives, in a format determined by the Committee, not later than 30 days before the Annual General Meeting.

6. Election
At the Annual General Meeting, the Voting Representatives will cast their votes, either in person or by proxy, in a form approved by the Committee. The candidates who receive the most votes, within the composition eligibility criteria prescribed in the Constitution, will be elected to the Committee. In the event that two or more candidates receive the same number of votes for the final place(s) on the Committee, candidates will flip a coin to determine who is elected to the Committee.

Section D – Duties of the Committee and the Officers

1. Election of Officers
The duty of the Committee is to organise and supervise the daily activities of the Association and to oversee and make policy decisions with respect to the activities of the Association. It may not act contrary to the expressed wishes of the General Meeting and will remain subordinate to the General Meeting.

The quorum for a meeting of the Committee (“Committee Meeting”) shall be a majority of its members. In the event of there being no quorum present at a Committee Meeting, the meeting may take place, but the Committee may not vote on any matters.

A Committee Meeting shall be held at least once a quarter with seven days’ notice. The President may call a Committee Meeting at any time by giving five days’ notice, or any two other members of the Committee may call a Committee Meeting at any time by giving seven days’ notice.

2. President
The President or a designated representative of the President will preside at all Annual General Meetings, General Meetings and Committee Meetings.

3. Vice President
The Vice President is designated to deputise for the President in his other absence and to perform such other duties as the President or the Committee may designate.

4. Secretary
The Secretary will keep all records, except financial records, of the Association and be responsible for correspondence. The Secretary will keep minutes of all Annual General Meetings, General Meetings and Committee Meetings.

5. Treasurer
The Treasurer will keep all funds and collect all money on behalf of the Association and keep an account of all monetary transactions and be responsible for their correctness.

6. Executive Committee (ExCo)
Each of the office-bearers listed above as well as 7 elected ordinary members of the Executive Committee, shall be known individually as an “ExCo Member” and collectively as “the ExCo Members”.

7. Insurance
The Association shall be authorised to take out officers and directors, professional indemnity, errors and omissions or other insurance policies at the cost and expense of the Association, insuring against such risks and in an amount as may be determined by the Committee.

8. Financial and Administrative Management
The Committee shall have the control of the finances of the Association, power to engage, control and dismiss Association employees and administrative powers as may be necessary for properly carrying out the objectives of the Association in accordance with the Constitution.

9. By-laws
The Committee shall have the authority to adopt By-laws, consistent with the Constitution, for regulating the affairs of the Association, and to amend or repeal any and all By-laws. By-laws made, amended, or repealed shall come into effect at such time as determined by the Committee. The Committee shall further have authority to decide all questions arising out of or not covered by the Constitution or the By-laws and such decision shall be final unless and until altered or reversed by resolution approved by a General Meeting. In the event of any conflict between the Constitution and the By-laws, the Constitution shall prevail.

Section E – Subcommittees

1. Establishment of Subcommittees
The Committee may appoint any Subcommittee(s) as needed, and may delegate duties, powers or decisions as needed. The Committee and any Subcommittee may co-opt any Individual Member(s) or Representative(s) to the Subcommittee(s) as deemed necessary. Subcommittee chairs may, but need not, serve concurrently as Committee Members.

2. Subcommittee Chairs, Co-Chairs or Deputy Chairs
Appointment of chairs, co-chairs, or deputy chairs of Subcommittees or ad hoc Subcommittees shall be approved by a simple majority of the Committee prior to the appointment being made.

A chair or co-chair of a Subcommittee shall be appointed for a term of two years and may be reappointed once, serving for a total of no more than two consecutive terms. In exceptional cases, the Committee may appoint a co-chair for a third term. A chair or co-chair who changes employer but remains an Individual Member or Representative may continue to serve as a Co-chair until the term of his or her office if his or her new employer and job function falls within the scope of the Subcommittee. Only Individual Members or Representatives may be members of a Subcommittee. Individuals who are not Individual Members or Representatives may volunteer to assist a Subcommittee as non-members.

Section F – Administration

1. Staff
The Committee may appoint an Executive Director of the Association. The Executive Director shall, subject to the supervision and direction of the Committee, administer and conduct the affairs of the Committee on behalf of the Committee.

The Committee may appoint any other person(s) as needed to assist in achieving the objectives of the Association.

2. Signing Authority
The President, Treasurer, or Executive Director of the Association are allowed to approve payments and sign checks singly up to and including S$5,000. Payments and checks for amounts of more than S$5,000 require the signature or approval of any two ExCo members jointly or one ExCo member and the Executive Director.

3. Receipts and Expenditures
The Committee shall approve and adopt the Association’s annual budget. The Treasurer or any other person designated for such purpose by the Committee shall receive all funds received or collected by the Association and will authorise expenditures in accordance with the annual budget. Receipts signed by the Treasurer, or any other person designated for such purpose by the Committee shall be considered official. The Committee shall designate the bank or banks to which funds received or collected by the Association shall be deposited. The Treasurer or any other person designated for such purpose by the Committee shall keep the necessary records of all financial transactions.

4. Cash
Cash in hand that may be retained by the Association office at any time shall not be more than S$1,000 and the rest must be deposited in the Association’s bank account as soon as possible.

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