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Proposed Amendment

Notice of Proposed Amendment
to the AAS Constitution

The AAS Board of Directors have approved a motion recommending certain amendments to the Constitution be placed before members for a vote at the Annual General Meeting (AGM) to be held on March xx, 2024.  The texts of the proposed Constitutional amendment with discussion is below. The current version of the Constitution and By-Laws may be found at aasingapore.com/constitution.

 

  1. Amendments to Election of Officers and Directors, and Election Cycles 

 

Description: The Board recommends amendments to the Constitution and By-laws that will 

increase the number of elected Directors from the current nine to ten. These amendments change elections from the current bi-annual cycle to an annual election cycle. Elections are staggered so five directors are elected for two-years at the AGM one year and five at the next year’s AGM also for two-year terms. All candidates run for election as Directors on the Executive Committee (ExCo). Following each annual Election, Directors will choose the AAS officers – President, Vice President, Treasurer and Secretary – among themselves. To effect this alternating change, at the 2025 election only five directors will be elected to one-year terms; thereafter all will be elected for standard two-year terms.

 

Discussion: The Board supports these amendments to provide for continuity and stability. With all directors and officers elected at the same time there is a risk of mass departure from the Board at one time. Staggering terms reduces risk of large-scale loss of experienced leadership. Annual elections offer opportunities of flow-through of new talent input and greater responsiveness to member feedback. Selection of officers by the directors themselves from among ExCo facilitates the inclusion of the most qualified and committed individuals based by those most familiar with the requirements. This is in alignment with processes for selection of officers on the American Club General Council and at other Sister Organizations. Requiring annual elections may add to the administrative burden on the AAS staff organizing it. However, in consultation with the General Manager, the Board feels this burden is manageable, particularly as only five not the full ten, will be up for election in any given year.

 

  1. Amendment to Constitution Article III

The proposed amendment to Constitution Article III will create ten director positions to be elected by the majority vote of membership at annual general meetings. Directors continue to be elected for two-year terms. The amendment notes an exception for the 2025 AGM only in which five directors will be elected for one-year terms. This will align the election cycle so that thereafter five directors will be elected for two-year terms in alternating years. The amendment states that directors will choose the AAS officers – President, Vice President, Treasurer and Secretary – among themselves immediately after the election.

 

Accordingly, the following amendment is proposed to the members for approval:

 

Text of Proposed Article III Amendment 

 

Article III Officers and Elections

Section 1. Ten directors of the Association shall be elected by a majority of the membership voting in respect of the Annual General Meeting and shall take office immediately upon election. The directors are eligible for re-election. At least six of the officers and directors at large at any time must be citizens of the United States of America.

 

Section 2. The directors shall hold office for a period of two years or until their successors are elected. Except: five director positions elected at the 2025 Annual General Meeting only shall be chosen by lot and designated for one-year terms.

 

Section 3. At the meeting of the Executive Committee next following the Annual General Meeting, the directors shall choose the officers of the Association for the next year. The officers of the Association shall be as follows: President; Vice President; Secretary and Treasurer. The President must be a citizen of the United States of America. Other members of the Executive Committee shall serve as directors at large.

 

Section 4. The Board of Directors of the Association shall consist of (a) the four officers; (b) the six directors at large (c) the following additional individuals, each of whom shall have a vote as a director of the Board of Directors: (i) the Chairman of the Singapore American School Board; (ii) the President of the American Women's Association; (iii) the President of the American Club; (iv) the immediate past President of the Association (if resident in Singapore); (v) the Chairman of the American Chamber of Commerce; and (vi) the Chairman of the Singapore American Community Action Council; and (d) the following additional individuals, none of whom shall have a vote as a director of the Board of Directors: (i) the Ambassador of the United States of America to the Republic of Singapore and (ii) the senior ranking officer of the U.S. military establishment. Any of the persons listed in clauses (c) or (d) of the preceding sentence may designate a representative/proxy to participate in his/her stead in one or more meetings of the Board of Directors. 

Amended Text in Red

 

  1. Amendment of By-Laws

 

Amendments to several By-Laws articles are required to change election timing and procedures for the purposes described, in alignment with the proposed Constitutional amendment. These are contained in By-Law Articles II, III and IV.  Under By-Laws Article VIII, the Board has the authority to make these changes. These would come into effect only if and when the Constitutional amendments are approved by the general membership at the AGM.

 

The By-laws also contain references to the now defunct Singapore American Newspaper with requirements that notice of elections, amendments and other matters of record be published in it.  AAS ceased publication of its monthly Singapore American Newspaper in 2019. It currently communicates with members and the broader community using a variety channels, including on its website, by email, and in its Living in Singapore magazine which is published quarterly in electronic version and occasionally in print. By-Law amendments required to change and update notice provisions and remove the defunct Singapore American Newspaper are contained in By-Law Articles II, III and IV.  Under By-Law Article VIII, he Board has the authority to make these changes. These would come into effect only if and when the Constitutional amendments are approved by the general membership at the AGM.

 

Text of Proposed By-Law Article VII Amendment
[To be approved by Executive Committee; General Membership vote not required]

 

Article VII Public Communications

The Association shall issue regular and periodic communications for the benefit of members as well as Americans and other interested persons resident in Singapore. These public communications regarding events, issues, opportunities and other matters of general or specific interest may take the form of weekly electronic direct messages to a membership or circulation list, regular publication of electronic or print magazines, postings on social media sites, and other communication forms as directed by the Board. Communications shall be supported by proceeds of paid advertisements, subscriptions fees or other commercially generated revenue as well as from such subsidies from the Association as the Executive Committee shall approve. 

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