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.
Organs of the Association
Annual General Meetings
To generate, stimulate, disseminate, promote and sponsor understanding and knowledge of the development of business and managerial practices relating to the ownership, requirements and interest of family businesses throughout the countries in East Asia and South East Asia
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 individuals 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 and 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 Association shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations
To acquire, alter, improve and to charge or otherwise dispose of property
To employ staff, who shall not be Directors of the Company, as are necessary for the proper pursuit of the Objects
To establish or support any charitable trusts, association or institutions formed for all or any of the Objects
To cooperate 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
Annual General Meetings
The company shall hold an annual general meeting each year in addition to any other meetings in that year. The annual general meeting shall be held at such times and places as the Directors shall appoint.
Board of Directors
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. The Directors may from time to time appoint one or more of their body to be the holder of any executive office. Each Director shall hold office until he decides to retire from office or is removed in accordance with Article 59*. The number of Directors shall not be less than two (2) and not more than twenty-one (21).
The Executive Committee (ExCo) represents the Board and acts as the Executive Director’s Advisory Board, proving integral support to the Executive Director on an ongoing basis.
Advisory Council (also known as “Nomination Committee”)
The Advisory Council advise the Board 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 on the Company’s policy in connection with the implementation of the Company’s Objects.
The Board delegates the management of FBN Asia to the Executive Director and his Executive Team. The Executive Director is responsible of the administration of the Company and the implementation of the directions and instructions from the Board.
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.
Extracted from FBN Asia Memorandum and Articles of Association dated 7 Jan 2008.
*Article 59: In accordance with the provisions of Section 152 of the Act, the Company may by ordinary resolution, of which special notice has been given, remove any Director, notwithstanding any provision of these Articles or of any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of any such agreement. The Company may by ordinary resolution in general meeting appoint another person in place of a Director so removed from office.