Family Business Network Asia Ltd (hereinafter the “Association”) is a not-for-profit association duly registered under the Companies Act, Cap. 50 of the Republic of Singapore as a company limited by guarantee and not having a share capital.
The Company’s objects (“the Objects”) are to generate, stimulate, disseminate, promote and sponsor understanding and knowledge of the development of business and managerial practices relating to the ownership, requirements and interests of family businesses throughout the countries in East Asia and South-East Asia.
In furtherance of the Objects but not otherwise the Company may exercise the following powers:
To commission and conduct educational, academic and scientific investigations and research into the field of family businesses
To collate, classify and make available information, databases and other resources with regard to the promotion and development of family businesses;
To provide a forum as an independent centre to facilitate effective networking between family businesses and connect with universities, government departments, research institutes and associations, business associations, and other organisations and indviduals who contribute to the development of family businesses and for the benefit of their stakeholders, by means of seminars, symposia, conferences, training and educational courses, and by the publication of newsletters and journals;
To publish, produce and distribute newsletters, journals, pamphlets, books or other documents or films or recorded tapes or discs, (whether audio, visual or both) or other forms of electronic communication.
To initiate, establish and promote educational training courses, scholarships, grants, awards and prizes;
To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Company;
To raise funds and to invite and receive contributions, provided that in raising funds the Company shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
To acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property;
Subject to Regulation 6 below and to the Constitution to employ such staff, who shall not be Directors of the Company (the Directors are hereinafter referred to as “the Directors”), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
To establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
To co-operate with any charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar philanthropic purposes and to exchange information and advice with them;
To pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
To do all other lawful things as are necessary for the achievement of the Objects;
An annual general meeting of the Company must be held in accordance with the provisions of the Act.
All general meetings other than the annual general meetings are called extraordinary general meetings.
An extraordinary general meeting may be requisitioned by –
(a) Any Director, whenever the Director thinks fit; or
(b) Any requisitionist as provided for by the Act.
Upon a requisition being made under paragraph (1), an extraordinary general meeting must be convened.
Board of Directors
Subject to the provisions of the Act, the Constitution, and to any directions given by special resolution, the business of the Company shall be managed by or under the direction of the Directors who may exercise all the powers of the Company. No alteration of the Constitution and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A meeting of Directors at which a quorum is present may exercise all the powers exercisable by the Directors.Each Directors shall hold office until he decides to retire from office or is removed in accordance with Regulation 65. All Directors shall be natural persons. The number of Directors shall not be less than 2 persons and not more than 21 persons.
The Directors may in accordance with the Constitution, appoint a standing committee to be called the Advisory Council (“the Advisory Council”) or by such other title as the Directors should from time to time determine for the purpose of advising the Directors in the discharge of the powers and functions of the Directors and for the purpose of considering and liaising with the Directors on all aspects of the Company’s policy in connection with the implementation of the Company’s Objects in accordance with terms of reference to be determined by the Directors from time to time
The Directors may appoint a Managing Director on such terms and conditions and at such remuneration as they may think fit. The Managing Director will be responsible for the Company’s administration and for the preparations of an annual budget for the Directors’ approval.
The Managing Director shall attend meetings of the Directors and of committees of the Directors, but will have no voting rights.
The Managing Director shall be an ex-officio member of the Advisory Council.
The Directors shall cause proper accounts and other records to be kept as are necessary to comply with the provision of the Act and shall cause those accounts and records to be kept in such manner as to enable them to be conveniently and properly audited. The accounts of the Company shall be examined at least once every year, and the correctness of the profit and loss account and balance sheet ascertained by one or more properly qualified Auditors.
Members of the Association
The Directors may, by resolution, create categories of membership as they shall in their sole discretion decide and it shall be for the Directors to decide into which particular category of membership any applicant for membership should be admitted.
The rights, obligations, responsibilities, voting rights and membership fees attached to each category of membership shall be decided on from time to time by resolution of the Directors. No applicant shall be admitted as a member of the association unless he is approved by the Directors. Every applicant who wishes to become a member of the association shall deliver an application for membership in such form as the Directors may require executed by him, together with payment of the membership subscription applicable at that time.
A member may at any time terminate his membership by giving not less than one calendar month’s notice in writing to that effect in such form as the Directors shall require and upon the expiry of the notice period his name shall be removed from the Register of Member and he shall then cease to be a Member of the Association. The Directors may expel any Member who fails to observe any of the objects, rules and regulations of the Association.
The Directors may set entrance fees and annual subscriptions for membership and may set different fees for different classes or member. Annual subscriptions shall be due upon a person being appointed a member and on the anniversary date of his becoming a member in each year thereafter. No part of any subscription shall be refunded to a member who ceases to be such during the course of any year.
Register of Members
The Association shall maintain a Register of Members in which shall be recorded the name and address of every member, and the dates on which they become members and on which they ceased to be a member.