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;
— General Meetings
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.
— Members of the Company
The subscribers to the Constitution and such other persons, organizations, entities or bodies corporate as the Directors shall admit to membership in accordance with the Constitution shall be Members of the Company. The number of Members of the Company shall be at least two at all times.
Except as required by law, no person shall be recognised by the Company as holding membership upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any membership.
A Member may at any time terminate his Membership of the Company by giving to the Company 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 Members and he shall then cease to be a Member of the Company.
— Board of Directors
All Directors shall be natural persons.
The number of Directors shall not be less than 2 persons and not more than 21 persons.
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.
— Advisory Council
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.
— Managing Director
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.
— Financial Statements
The Directors shall cause proper accounting and other records to be kept as are necessary to comply with the provisions of the Act and shall cause those proper accounting and other records to be kept in such manner as to enable them to be conveniently and properly audited.
Without prejudice to the provision of the Company’s rights relating to exemption from audit requirements under the Act, the accounts of the Company shall be examined at least once every year, and the true and fair view of the financial statements ascertained by one or more properly qualified Auditors, and the provisions of the Act in relating to accounts and audit shall be observed.
— Membership by Subscription
The Directors may, by resolution, create such different categories of memberships by subscription as the Directors shall in their sole discretion decide. The rights, obligations, responsibilities, voting rights and membership fees attaching to each category of membership by subscription shall be determined by the Directors, and may be amended by the Directors at their sole discretion from to time.
The Directors may invite any persons, organizations, entity or bodies corporate to subscribe for such categories of membership by subscription. The Directors shall have sole discretion to admit any person, organization, entity or body corporate as members by subscription in any category of membership by subscription as the Directors shall decide. No applicant shall be admitted as a member by subscription to any category of membership unless he is approved by the Directors.
Every applicant who wishes to become such member by subscription shall deliver to the Company an application for membership by subscription in such form as the Directors may require, duly executed by him, together with payment of the membership subscription applicable at that time.
The Directors may set entrance fees and annual subscriptions for members and may set different fees for different classes or member, but may exempt particular members from payment or of any such subscription, whether in whole or in part, if the Directors consider it fair or expedient to do so.
Annual subscriptions shall be due upon a person being appointed a member by subscription for a particular of category membership and on the anniversary date of his becoming a member by subscription in each year thereafter. No part of any subscription shall be refunded to a member by subscription who ceases to be such during the course of any year.
The Directors shall be entitled to suspend any or all rights of any member by subscription who has failed to pay any entrance fee, or annual subscription by the time due. The reinstatement of any member by subscription who has been suspended shall be at the Directors’ sole discretion.
For avoidance of doubt, the names of members by subscription shall not be entered into the Register of Members of the Company, and such members by subscription shall not be deemed to be Members of the Company by virtue of their membership by subscription.