Constitution & By-Laws

Effective March 26, 2019

​

ARTICLE I – MEMBERSHIP

​

Section 1. Categories of membership.

As set forth in the Constitution of the Association, there shall be two categories of membership: regular and honorary. Admission to membership shall be subject to the approval of the Board of Directors of the Association, and the Board of Directors may by majority vote expel, suspend, or reprimand any member of the Association.

​

Section 2. Rights of members.

The rights of members (including any category of members) may be determined by the Board of Directors from time to time. Without limiting the generality of the foregoing: (i) regular members may include single person households and multiple person households. In the latter case, each and every individual 18 years or older resident in Singapore in such household is entitled to a separate vote at or in respect of general meetings; and (ii) honorary members shall have all the rights and privileges of the Association except the rights to vote at or in respect of general meetings, to be an officer or director of the Association, and/or to hold a voting seat on the Board of Directors. Honorary members shall be exempt from the obligation to pay annual subscriptions or other assessments on the members.

​

Section 3. Suspension; expulsion.

The Board of Directors shall have the power to expel, suspend, or reprimand any member by a vote of no fewer than two-thirds of the Board of Directors. Any action under this section may be revoked or modified by a subsequent vote of no fewer than two-thirds of the Board of Directors.

​

AMERICAN ASSOCIATION OF SINGAPORE BY-LAWS

   

ARTICLE II - OFFICERS AND DIRECTORS-AT-LARGE

​

Section 1. Officers, directors-at-large.

The Association shall, by majority vote of those members casting votes at or in respect of the Annual General Meeting held in each odd-numbered calendar year, elect (i) four regular members to be officers of the Association for an ensuing two-year term, namely a President, Vice President, Secretary and Treasurer, and (ii) five regular members to be directors-at- large, also for an ensuing two-year term. Those so elected shall take office immediately upon the conclusion of such Annual General Meeting and shall, subject to Article V, Section 5, serve until the election of their successors at the next Annual General Meeting at which an election is to be held. Officers and directors-at-large shall be eligible for re-election for successive two-year terms; provided, however, that no person may serve more than three consecutive two-year terms, after which he or she must resign and not stand for election for a period of at least two years. Mid-term vacancies are to be filled according to the terms of Article V, Section 5. No person may become President of the Association unless he or she has first served as director-at-large or officer for at least one two-year term. For the purposes of this Article II, Section 1, any partial term of more than 12 months that is served as a result of the filling of a mid- term vacancy shall be deemed to constitute a two-year term. Any officer may, in his or her discretion, delegate such of his or her administrative obligations as he or she deems appropriate to an employee of the Association, provided that such officer shall remain primarily responsible for such obligations.

​

Section 2. The President.

The President shall have general supervision of all the affairs of the Association and shall make a report at the Annual General Meeting of the activities and projects of the Association during the preceding year. In addition, the President: (i) shall preside at all general and extraordinary meetings of the members, and at meetings of the Board of Directors; (ii) shall be an ex officio member of all committees except the Governance Committee, and shall enjoy voting rights as a member of such committees;(iii) may, in consultation with the Executive Committee, appoint and delegate to individuals or committees such duties or powers as the President considers necessary or advisable to promote the objectives of the Association; and (iv) shall have such other powers as are incidental to the office of President or as shall be delegated by the Board of Directors or a general or extraordinary meeting of the Association.

​

Section 3. The Vice President.

The Vice President shall assume the duties of the President in the latter’s absence or disability. The Vice President shall in addition assume such duties as the President or the Board of Directors shall delegate.

 

Section 4. The Secretary.

The Secretary: (i) shall keep a record of all the proceedings of the Association and of the Board of Directors; (ii) shall maintain and carry on the official correspondence of the Association under the direction of the President or other authorized officers; and (iii) shall maintain an up-to-date mailing list of all the members of the Association and shall issue all notices of the Association in writing (including by electronic means, e.g., e-mail) to all the members. The Secretary shall in addition assume such duties as the President or the Board of Directors shall delegate.

​

Section 5. The Treasurer.

The Treasurer: (i) shall receive all moneys belonging to the Association and deposit the same in such bank or banks as the Board of Directors shall direct; (ii) shall keep complete books and records of all financial transactions of the Association; and (iii) shall furnish the officers and the Board of Directors with such financial reports as they may require, including without limitation a balance sheet and profit and loss statement for inclusion in the annual report of the Association. The Treasurer shall in addition assume such duties as the President or the Board of Directors shall delegate.

​

Section 6. Directors-at-large.

The directors-at-large shall be voting members of the Board of Directors and shall in addition assume such duties and responsibilities as the President or the Board of Directors shall delegate.

​

Section 7. Executive Committee.

An Executive Committee of the Board of Directors shall consist of the officers of the Association and the five directors-at-large. The Executive Committee shall have the authority, in addition to the authority given them in their individual capacities, as described in this Article II, or as otherwise specified in the By-Laws, or as delegated to it, from time to time, by the Board of Directors. The Executive Committee shall have the authority to delegate and/or reallocate duties within its members’ individual or group responsibilities to various members of the Executive Committee, provided that such reallocation shall not alter any specific delegation of responsibility to any officer set out in this Article II.

Executive Committee quorum and voting. Any five members of the Executive Committee constitute a quorum. The Executive Committee members’ votes may be exercised in person, by telephone, by email, by facsimile, by telex, or by post, but not by proxy.

             

ARTICLE III - NOMINATIONS AND ELECTIONS

​

Section 1. Governance Committee.

A Governance Committee consisting of one or more members of the Board of Directors, and at the discretion of the Board of Directors one or more regular members, shall be appointed at least bi-annually by the Board of Directors, and shall present to the Board of Directors at its December meeting in even-numbered years (i) the recommendations of the Governance Committee for a recommended slate of officers and directors-at-large for the next election, which recommendations must be made in accordance with the requirements of the Constitution, and (ii) a list of the names of each and every other person seeking election as an officer and/or director-at-large and whether the Governance Committee recommends that any such other person(s) be disqualified from seeking election.

​

Section 2. Nominations.

The Board of Directors will vote whether to (i) endorse the recommendation slate of officers and directors-at-large presented by the Governance Committee and (ii) whether to disqualify any person(s) pursuant to the recommendation of the Governance Committee. Upon endorsement of a slate of candidates by the Board of Directors, notice of the Board of Directors’ endorsed slate of officers and directors-at-large, as well as the list of the names of each and every other person seeking election as an officer and/or director-at-large (and who have not been disqualified), shall be validly given if it is either posted on the notice boards of the American Association and published in The Singapore American, or distributed by post or by electronic means, e.g., e-mail, to all regular members in good standing at least thirty (30) days prior to the Annual General Meeting at which an election is to be held. Members shall be given the opportunity to submit additional nominees for specified offices and for directors-at-large, provided such nominations are received by the Secretary together with signed statements of consent from the persons so nominated at least twenty- one (21) days prior to the Annual General Meeting at which an election is to be held.

​

Section 3. Voting; inspection.

The election of officers and directors shall be held at the Annual General Meeting. In the case where additional nominees are submitted for specified offices the nominee with the highest number of votes shall be declared the winner. If the additional nominees are for one of the director-at-large offices then the nominees receiving the highest number of votes shall fill the positions, unless the result would be that the number of U.S. citizens elected as officers and directors-at-large would fail to meet the requirement set forth in Section 1 of Article III of the Constitution, in which case person(s) who are not citizens of the United States of America shall be deemed ineligible, in ascending order of votes received, until such requirement is met. The election shall be under the supervision of three inspectors who shall be appointed by the Governance Committee. The inspectors shall certify the results to the Secretary.

​

ARTICLE IV – GENERAL MEETINGS

​

Section 1. When held.

The Association shall hold an Annual General Meeting not later than March 31 in each year. The President shall fix the date of the Annual General Meeting. Extraordinary general meetings may be called at any time by a majority of the Board of Directors.

​

Section 2. Notice.

No general meeting shall be held unless fourteen (14) days’ advance notice of the time and place thereof shall have been given. Notice of a general meeting shall be validly given if it is either posted on the notice boards of the American Association and published in The Singapore American, or distributed by post or by electronic means, e.g., e-mail, to all regular members in good standing. No amendment of the Constitution or proposal for dissolution of the Association shall be considered at a general meeting unless the particulars of such proposal are included in the notice of general meeting; and, with respect to amendments to the Constitution, advance notice of thirty (30) days must be given.

​

Section 3. Content of Meeting.

The following items are to be on the agenda at the Annual General Meeting, among any other items which the Board of Directors or Executive Committee includes: (i) the President’s report; (ii) in odd-numbered calendar years, the election of the officers and directors-at-large; (iii) a report of the financial condition of the Association, as prepared by independent auditor(s); and (iv) approval of independent auditor(s) for the period beginning immediately after the Annual General Meeting.

​

Section 4. Quorum.

A quorum for a general meeting shall be thirty (30) regular members. If a quorum has not assembled at the place appointed for a general meeting within thirty (30) minutes after the time specified in the notice of general meeting for the commencement of such general meeting, those regular members in attendance may proceed to conduct a general meeting and to act upon all business included in the notice of the general meeting, provided that no amendment to the Constitution and no dissolution of the Association may be approved in the absence of a quorum consisting of 30 regular members.

 

Section 5. Voting.

Each regular member shall be entitled to attend and vote at or in respect of any general meeting. Honorary members may attend general meetings but shall not be entitled to vote. All matters before a general meeting are approved upon a majority vote of regular members, except amendments to the Constitution (which shall be made in accordance with the Constitution) or dissolution of the Association (which shall be done in accordance with applicable law). A regular member may cast his/her vote(s) in respect of any matter at a General Meeting (i) in person, (ii) by proxy and/or (iii) through electronic means during the period beginning at least seven (7) days prior to such General Meeting and ending forty-eight (48) hours prior to the scheduled start of such General Meeting, and/or (iv) in accordance with such instructions as the Board of Directors may approve or as may be established by the Governance Committee if so delegated by the Board of Directors.   

​

ARTICLE V - BOARD OF DIRECTORS

Section 1. Co-opted Board of Directors members.

The Board of Directors may from time to time co-opt additional members, who shall not have voting rights on the Board of Directors and whose terms shall expire at the time of the Annual General Meeting at which an election is to be held next following their appointment.

​

Section 2. Responsibility.

The Board of Directors shall be responsible for the management, oversight and care of the affairs, funds and property of the Association.

​

Section 3. Board of Directors meetings.

Regular meetings of the Board of Directors of the Association shall be held monthly at a designated time and place as specified by the President. Meetings may be suspended during the period from June through August at the option of the President. Nine (9) voting members of the Board of Directors, including at least two (2) officers, shall constitute a quorum.

​

Section 4. Cessation of Board of Directors membership; vacancies.

A member of the Board of Directors shall remain as a member until the next Annual General Meeting at which an election is to be held, unless and until that member: (i) resigns or dies; (ii) ceases to be a member of the Association, whether pursuant to Article I, Section 3, or otherwise; (iii) ceases to be a resident of Singapore; (iv) commits any criminal offense (excluding misdemeanors); or (v) is declared bankrupt by any court of competent jurisdiction. In addition. the Board of Directors shall have the power to expel, suspend, or reprimand any member of the Board of Directors by a vote of no fewer than two-thirds of the entire Board of Directors (i) for any violation of the Constitution or By-Laws, or for any conduct not in violation of the Constitution or By-Laws which in the opinion of the Board of Directors is improper and prejudicial to the welfare or reputation of the Association; provided, however, that notice in writing shall be given to the member of the charges against him or her and an opportunity afforded him or her to make reply thereto in person or in writing; or (ii) for any reason whatsoever, or for no reason, within the first six months of the election or appointment of such member to the Board of Directors. Any action under this section may be revoked or modified by subsequent vote of no fewer than two-thirds of the Board of Directors.

​

The Board of Directors shall have the power to fill vacancies occurring thereon with respect to officers and directors-at-large until the next Annual General Meeting at which an election is to be held.

​

Section 5. Indemnity.

Every Member of the Board of Directors, and every officer or employee of the Association, providing that he or she is acting within the authority delegated to him or her, by the Constitution or By-Laws, shall be indemnified by the Association. It shall be the duty of the Board of Directors to pay out of the funds of the Association all costs, losses and expenses which any member of the Board of Directors or any officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him or her as such member of the Board of Directors, officer or employee or in any way in the discharge of his or her duties in such capacity. The amount for which such indemnity is provided shall immediately attach as a lien on the property of the Association and have priority as against Members over all other claims. Notwithstanding the foregoing, the funds of the Association shall not be used to pay the costs, losses or expenses (including fines and legal costs) of any person arising from or in connection with any action for which he or she is convicted of a criminal offense in a court of law.

 

Section 6. Voting.

Votes by individual directors must be cast by the director, or by their representative/proxy, during a regularly scheduled or extraordinary meeting of the Board of Directors, either in person or by telephone linked to the board meeting so that the absent director can participate in the board deliberations prior to the vote. Directors or persons appointed to be their representative/proxy may not vote in advance of the vote taken at the board meeting.

​

ARTICLE VI – FINANCES

​

Section 1. Responsibility.

Responsibility for the raising, maintenance, investment and expenditure of Association funds shall be vested in the Board of Directors, except as otherwise specified in this Article VI.

​

Section 2. Dues.

The Board of Directors shall be empowered to assess and collect dues and fees from the regular members. The Executive Committee may establish multiple payment schemes, including those taking into consideration concessionary dues rates for various purposes, including, but not limited to, persons affiliated with the U.S.A. military, U.S.A. civilian government, religious, academic, and cultural organizations, and for commercial reasons.

​

Section 3. Contract or Commitment Approval.

The approval authority to enter a contract or any other type of commitment, whether written or oral, which obligates the Association financially, or to specific or general performance, or in any other manner, is as follows:

​

(a) a specific, budgeted, expense, or the simple purchase of consumables used in routine event, program, or office execution, and within budget:
 

(i) the Executive Committee member having oversight responsibility for that expenditure, or anyone to whom he or she delegates that authority, e.g., an event or program chairman; or
 

(ii) the General Manager of the Association, or anyone to whom he or she delegates that authority, e.g., other Association staff.
 

1. (b)  a non-budgeted, or over budget, expense:

   1. (i)  Up to and including S$3,500: the General Manager or any officer, so long as the Treasurer is informed promptly;
       

      and
       

   2. (ii)  S$3,500 or greater: all of the following three persons, jointly: the President; the Treasurer; and the Executive Committee Member with oversight responsibility for that particular activity to which the contract or commitment pertains.
       

2. ​(c)  a performance or financial commitment of the Association, regardless of amount, which commitment or payment(s) extend(s) beyond the term of office of the incumbent President: all of the following three persons, jointly: the President; the Treasurer; and the Executive Committee member with oversight responsibility for that particular activity to which the contract or commitment pertains.
   
    

No officer, director, member, or employee may, singly, on behalf of the Association, enter into a contract or commitment of any kind, regardless of amount, which requires the Association to make a financial payment or render performance to that individual or related parties.

     

ARTICLE VII – THE SINGAPORE AMERICAN NEWSPAPER

The Association shall publish periodically a newsletter or newspaper for circulation to Americans resident in Singapore and other interested persons which shall, unless the Board of Directors at any time determines otherwise, be known as The Singapore American. The Executive Committee shall be responsible for securing necessary licenses and approvals from the Singapore government to publish and circulate such publication and shall appoint the editor thereof. The publication shall be supported by subscriptions from recipients, proceeds of paid advertisements and such subsidies from the Association as the Executive Committee shall approve.
 

ARTICLE VIII - AMENDMENTS

These By-Laws may be amended by vote of two-thirds of the members of the Board of Directors present and voting at a regularly scheduled meeting held at least twenty-one (21) days after notice is given in writing (including by electronic means, e.g., e-mail), to each member of the Board of Directors of the proposed amendment. No amendment shall be inconsistent with the Constitution.
 

ARTICLE IX - MISCELLANEOUS

​

Section 1. Rules of order.

Except as provided to the contrary herein “Roberts Rules of Order” shall be used as a guide in conducting all meetings at which business of the Association is transacted, provided that a majority of those attending and entitled to vote at any meeting of the Association or the Board of Directors may by majority vote determine to use a different procedure for the conduct of such meeting.

​

Section 2. Interpretation.

In the event any issue arises which is not expressly provided for herein or in the Constitution, or the meaning of any portion of the Constitution or By-Laws is questioned, the Board of Directors shall have discretion to resolve such issue, or to interpret such portion of the Constitution or By-Laws.

 

Section 3. Use of funds to pay members’ fines.

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

 

                                                                        *            *            *

​