Constitution of Singapore FinTech Association
NAME
1.1 This Society shall be known as the “Singapore Fintech Association”, hereinafter referred to as the “Association”.
PLACE OF BUSINESS
2.1 Its place of business shall be at 80 Robinson Road, #08-01 Singapore 068898 or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies.
OBJECTS
3.1 The objects for which the Association is established are:
3.2 To be a platform designed to facilitate collaboration between all market participants and stakeholders in the FinTech ecosystem. It is designed to be an effective platform for members to engage with multiple stakeholders to find solutions to issues and to promote best FinTech practices in a collaborative, open, and transparent manner.
3.3 To represent the FinTech industry, uphold the integrity of its members, and support the building of relationships within the FinTech community, and collaborate with regional and as well as international FinTech organizations, and to associate or affiliate with the National Trades Union Congress and its affiliated unions and the Singapore Labour Foundation.
3.4 To educate, inform and communicate by developing a connected FinTech ecosystem, channelling effective and relevant information among members and externally; foster innovation among Association members and the Singapore FinTech ecosystem; accelerate development of FinTech companies operating in or entering into Singapore, and their subsequent integration and acceleration into the Singapore FinTech ecosystem; and represent, align and support common interests by coordinating and catalysing otherwise individual actions so that the Association can represent the FinTech community.
MEMBERSHIP QUALIFICATION AND RIGHTS
4.1 There shall be 3 classes of membership in the Association, namely Ordinary Members, Associate Members and Individual Members. The Association may at any time create different classes or sub-classes of membership, upon approval by a majority of members at an Annual General Meeting or an Extraordinary General Meeting
4.2 Ordinary Members are financial technology (FinTech) companies that have been registered in Singapore and have a purpose of developing, promoting or selling financial technology. FinTech companies do not include banks, insurance companies, finance companies or trust companies regulated by the Monetary Authority of Singapore and do not include technology, consulting, investors, professional services and other organizations whose primary purpose is not financial technology.
4.3 Associate Members are companies, societies, cooperative societies or bodies corporate that are part of the FinTech ecosystem or that have a strong interest in financial technology, other than those entitled to apply for ordinary membership of the Association. Such entities shall include banks, insurance companies, finance companies or trust companies regulated by the Monetary Authority of Singapore, and technology, consulting, investors, professional services, and other organisations whose primary purpose is not financial technology.
4.4 Individual Members are natural persons, must be resident in Singapore and must show a strong interest in financial technology and wish to be a part of the FinTech ecosystem in Singapore.
4.5 Only Ordinary Members and Associate Members who have been members for at least one (1) continuous year at the date of the General Meeting of the Association shall have the right to vote. Only representatives of member companies who are above 21 years of age shall have the right to vote and to hold office in the Association.
Individual Members are entitled to attend Annual General Meetings and Extraordinary General Meetings of the Association, but shall not have any voting rights (including any rights to vote at such Meetings) and shall not be eligible to stand for elections or hold office in the Association. For the purposes of this Constitution, any references to “voting members” shall refer only to Ordinary Members and Associate Members who have or would have been members of the Association for at least one (1) continuous year at the date of the relevant General Meeting
APPLICATION FOR MEMBERSHIP
5.1 A company or individual wishing to join the Association should submit its/ their particulars to the Secretary on a prescribed form.
5.2 Members shall comply with the Constitutions and any by-laws and codes of conduct promulgated or made by the Committee. A copy of the Constitution and any by-laws and codes of conduct (as amended from time to time) shall be made available to every approved member.
5.3 The Committee has the power to terminate the membership of any member by giving seven (7) calendar days’ notice if the following applies to the member:
– the member does not comply with the by-laws and codes of conduct of the Association;
– the member has not paid the subscriptions fees prescribed for the respective category of membership or other dues within two (2) months of the date such monies fall due for payment; or
– the Committee determines that there are reasonable grounds to terminate the membership of the member.
5.4 The Committee may reinstate a member whose membership has ceased or been terminated.
ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES
6.1 The entrance fees and subscriptions shall be determined by a General Meeting on recommendation from the Committee from time to time. Any additional funds required for special purposes may be raised from members with approval by the Committee.
6.2 The income and property of the Association shall be applied towards the promotion of the objects of the Association 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 the Association or to any of them or to any person claiming through any of them.
SUPREME AUTHORITY AND GENERAL MEETINGS
7.1 The supreme authority of the Association is vested in a General Meeting of the voting members. Each voting member shall have one (1) vote and save as otherwise specified in this Constitution, the relevant by-laws or required by law, all decisions at the General Meeting shall be passed when a simple majority of voting members present at a General Meeting has voted in favour of the matter
7.2 An Annual General Meeting shall be held within three (3) months from the close of its financial year.
7.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, and may be called at any time by order of the Committee. The notice in writing shall be given to the Secretary, setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene an Extraordinary General Meeting. A digital letter with e-signatures of the representatives from the member companies is considered a valid notice
7.4 If the Committee does not within two (2) months after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the members who requested for an Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days’ notice to voting members, setting forth the
business to be transacted and simultaneously posting the agenda on the Association’s notice board or on the Association’s website.
7.5 At least two (2) weeks’ notice shall be given of an Annual General Meeting and at least ten (10) days’ notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The particulars of the agenda shall be posted on the Association’s notice board four (4) days or on the Association’s website in advance of the meeting.
7.6 Voting by proxy is allowed at all General Meetings.
7.7 The following points will be considered at the Annual General Meeting:
a) The previous financial year’s accounts and annual report of the Committee.
b) Where applicable, the election of office-bearers and Honorary Auditors for the following term.
Any voting member who wishes to place an item on the agenda of a General Meeting may do so provided he or she gives notice to the Secretary at least one (1) week before the meeting is due to be held.
7.8 At least 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, present at a General Meeting shall form a quorum.
7.9 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.
MANAGEMENT AND COMMITTEE
8.1 The administration of the Association shall be entrusted to a Committee consisting of the following:
A President
A Vice President
A Secretary
A Treasurer
Seven (7) Ordinary Committee Members (which (save as set out in paragraph 8.3) shall include an Immediate Past President)
Unless with the prior approval in writing of the Registrar or an Assistant Registrar of Societies, a majority of the Committee Members shall be Singapore citizens or permanent residents. In addition, the President, Secretary, and Treasurer must be Singapore citizens or permanent residents. Foreign Diplomats shall not serve as Committee Members. The Committee shall be elected at the General Meeting in accordance with this paragraph 8.
8.2 Only one representative of any member company may be elected to the Committee. At least half of the Committee members must be representatives of Ordinary Members. No more than two (2) Committee members may be from a bank or insurance company or finance company or trust company regulated by the Monetary Authority of Singapore.
8.3 Names for the positions on the Committee set out above (save for the position of the Immediate Past President), shall be proposed and seconded at the General Meeting and election will follow on a simple majority vote of the members. The position of Immediate Past President will not be subject to an election. The immediate past President who has completed his/her term as President may at his/her discretion, by providing to the then existing Committee, notice of his/her decision to occupy the position of Immediate Past President for one (1) term. This decision shall be communicated to the Committee on or before 31st December of the preceding year prior to the next Annual General Meeting.
The term of office of each Committee Member (other than the Immediate Past President) is two (2) years. Every individual shall not be a Committee Member for more than two (2) terms, regardless of whether the two (2) terms are served consecutively or not, except that the one (1) term period of an Immediate Past President shall not be counted towards the two (2) term period mentioned in this paragraph 8.3.
All persons holding any position on the Committee may be re-elected to, or hold, any position on the Committee for a maximum of two (2) terms, regardless of whether the two (2) terms are served consecutively or not.
8.4 Election will be by secret ballot, electronic voting or show of hands, at the option of the Committee members. In the event of a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdraws in favour of one of themselves.
8.5 A Committee meeting shall be held after giving seven (7) days’ notice to Committee members. The President may call a Committee meeting at any time by giving five (5) days’ notice. A majority of the Committee members must be present for its proceedings to be valid.
8.6 Any member of the Committee absenting himself or herself from three (3) meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Committee and a successor may be co-opted by the Committee (pursuant to the procedure set out in clause 8.7) to serve for the remainder of the term of office of the Committee member that is being replaced. Any changes in the Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.
8.7 Upon the removal (pursuant to clause 8.6), the elevation of an Ordinary Committee member to a position of an office bearer (pursuant to clause 8.8) or the resignation of an Ordinary Committee member, the Committee has the discretion to have the position (of Ordinary Committee member) filled. Should the Committee exercise such discretion, the position should be filled by the candidate (from the most recent election for such position) who received the next highest number of votes (the “immediate candidate”), subject to the immediate candidate’s decision to take up the position. Should the immediate candidate decline to take up the position, the position will be offered to the next candidate (after the immediate candidate) who obtained the next highest number of votes. Should such candidate decline to accept the position, this process will apply to the next candidate that obtained the next highest number of votes. Should all 3 candidates decline to accept the position, the Committee, through a majority vote (the President shall be given the veto vote in event of a tie), has the discretion to offer the position to a suitable representative from an Ordinary Member or Associate Member.
8.8 In the event that the President is removed (pursuant to clause 8.6) or resigns, the Vice President shall step up to take the role of the President. The Committee shall appoint, through a majority vote (the President shall be given the veto vote in event of a tie), a candidate amongst the existing Ordinary Committee members to take up the role of the Vice President. The remaining position left vacant amongst the Ordinary Committee members (due to the replacement of the Vice President) shall then be filled via the process set out in paragraphs 8.7.
8.9 The duty of the Committee is to organise and supervise the daily activities of the Association, which shall include (but not limited to) the promulgating, making, repealing and amending by-laws and codes of conduct as are necessary for implementing the objectives and managing the activities of the Association. The Committee 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.
8.10 Each Committee shall, at the Annual General Meeting when an election of the Committee is held (“Election AGM”), declare and designate an amount from the immediately preceding financial year, as a Reserve. The use of any part of the Reserve by Committees after the Election AGM shall require the consent of a simple majority of voting members present at a General Meeting
DUTIES OF COMMITTEE MEMBERS
9.1 The President shall chair all General and Committee meetings. He or she shall also represent the Association in its dealings with outside persons.
9.2 The Vice President shall assist the President and deputise for him or her in his or her absence.
9.3 The Secretary shall keep all records, except financial records, of the Association and shall be responsible for their correctness. He or she will keep minutes of all General and Committee meetings. He or she shall maintain an up-to-date register of members at all times.
9.4 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Association and shall keep an account of all monetary transactions and shall be responsible for the correctness of all financial records.
9.5 Ordinary Committee members shall assist in the general administration of the Association and perform duties assigned by the Committee from time to time.
AUDIT AND FINANCIAL YEAR
10.1 A firm of Public Accountants and Chartered Accountants shall be appointed as Auditors at each Annual General Meeting for a term of one year and shall be eligible for reappointment.
10.2 They:
a) Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting.
b) May be required by the President to audit the Association’s
accounts for any period within their tenure of office at any date and make a report to the Committee.
10.3 The Financial Year shall be from 1st January to 31st December.
TRUSTEES
11.1 If the Association at any time acquires any immovable property, such property shall be vested in trustees, subject to a declaration of trust.
11.2 The trustees of the Association shall:
a) Not be more than four (4) and not less than two (2) in number.
b) Be elected by a General Meeting of voting members.
c) Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.
11.3 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.
11.4 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 Association’s premises or on the Association’s website 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.
11.5 The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies.
PROHIBITIONS
12.1 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 the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
12.2 The funds of the Association shall not be used to pay the fines of members who have been convicted in a court of law.
12.3 The Association 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.
12.4 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
12.5 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Committee or members unless with the prior approval of the relevant authorities.
12.6 The Association 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.
AMENDMENTS TO CONSTITUTION
13.1 The Association shall not amend its Constitution without the prior approval in writing of 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 two-thirds (2/3) of the voting members present at the General Meeting.
INTERPRETATION
14.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of voting members.
DISPUTES
15.1 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting 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.
LIMITATION OF LIABILITY
16.1 No suit or other legal proceedings shall lie:
a) against the Association from any member; or
b) against any member of the Committee or any other person nominated, appointed or employed in connection with the management, administration, implementation or enforcement of this Constitution or any by-laws of the Association, from the Association or other members, for any act or omission in the performance or intended performance of any duty or exercise of any power pursuant to this Constitution or any bylaws, as long as such act or omission was done in good faith, including in respect of any services provided by third party vendors (whose provision of services may have been arranged or facilitated by the Committee, members of the Committee and/or the SFA) to any member.
16.1 A member shall not be liable for any loss to the Association arising by reason of any mistake, omission or improper management made in good faith in the management of the Association’s affairs or while representing the Association.
DISSOLUTION
17.1 The Association shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the Association for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.
17.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of voting members may determine or donated to an approved charity or charities in Singapore.
17.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.
OTHER ACTIVITIES
18.1 Should the Association wish to establish any branch (or other entity), it shall do so in accordance with applicable law (such as obtaining the approval of the Registrar of Societies where applicable and ensuring that the rules of the branch of the Association make it adequately under the control of the Association).
18.2 The Association shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.
18.3 Visitors and guests may be admitted into the premises of the Association, but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.
– END –