Regulation

1. NAME

This Association shall be known as the “Provision and Sundries Merchants Association”

2. PLACE OF BUSINESS

The place of business of the Association shall be at 323-B New Bridge Road, Singapore 088759 or at such other address as may be decided by the Association and approved by the Registrar of the Societies.

3. OBJECTIVES

The objectives of the Association shall be as follows:

3.1 To cooperate with all the members of the provision and sundries industry for the achievement of the members’ common interests and to maintain harmony among members.

3.2 To have knowledge of provision and sundries markets both within and outside Singapore, to know current food demands, trends and quality of food and beverage both local and international market. For this purpose, the Association may organize talks and/or seminars to improve the provision and sundries knowledge for its members.

3.3 The Association may at suitable times, for the benefit of its members organize trade visit to other countries, to participate in such other countries’ provision and sundries seminars, promotional fairs or such other events.

3.4 To increase the varieties of goods with reasonable quality to enlarge the local market and the market outside Singapore.

3.5 The Association may from time to time grant bursary or scholarship to student who shall pursue business and management studies or shall grant such scholarship or bursary to student to continue their business and management education.

4. MEMBERSHIP

4.1 The Association shall consist of members of the following classes:

a. Ordinary Members

b. Associate Members

4.1a Ordinary Membership is open to the following:

i) any provision and sundries company incorporated in Singapore and having a majority of Singapore citizens as shareholders

ii) any partnership business registered in Singapore

iii) any sole proprietorship registered in Singapore

Ordinary members have the right to speak but their right to vote is subject to Article 11 below.

4.1b Associate Membership is open to any foreign private limited company, partnership business, traders and any individual registered in Singapore and carrying on provision and sundries business as their main activity. Associate members have the right to speak, but do not have the right to vote.

4.2 Any applicants described in Article 4.1a and 4.1b above must have been actively trading in the provision and sundries industry for a continuous period of at least three (3) years before being eligible to apply for membership of the Association. If the applicant is an individual, such applicant must have attained the age of twenty-five (25) at the time of application.

4.3 If the applicant is a company, then the company shall nominate one of its directors to represent the company.

4.4 If the applicant is a partnership business, then the partnership business shall nominate the managing partner to represent the partnership business.

4.5 At all material time, there shall only be one (1) representative from a company or a partnership business.

4.6 An applicant for membership must be proposed by two (2) members and seconded by another two (2) members. The applicant shall complete and deliver a prescribed membership from the Secretary and be approved by at least 2/3 of the Committee. After payment of the entrance fee and annual subscription, the applicant shall then become a member of the Association.

5. PAYMENT OF ENTRANCE FEE, SUBSCRIPTION AND OTHER DUES

5.1 Ordinary Members

5.1a Entrance fee $2,000.00

5.1b Annual Subscription $60.00

5.1c Special Contribution $1,000.00 (to be reviewed every 5 years)

The admission of new members should not exceed 10% of the Association total membership within 2 years term.

5.2 Associate Members

5.2a Entrance fee $2,000.00

5.2b Annual Subscription $60.00

Upon admission as a member of the Association, the newly admitted member shall pay the entrance fee within two weeks.

6. TERMINATION OF MEMBERSHIP

6.1 Membership shall cease when the member has tarnished the image or damaged the reputation of the Association.

6.2 Membership in the case of a company incorporated in Singapore shall cease in the event of winding up whether voluntarily or otherwise is subject to judicial management. OR

6.2a In the event that a representative of a company is convicted of any offence involving any acts of dishonesty or is convicted of any offence(s) which carries a fine and/or mandatory jail sentence, then such then such representative shall cease to have the right to represent the company in the Association.

6.2b Pursuant to Article 6.2a, if such representative of a company has been charged in Court or before any conviction aforesaid, the company must nominate another representative to be approved by the Committee of the Association and accept the new representative to represent the company.

6.3 Membership in the case of a partnership business shall cease if the partnership is dissolved. OR

6.3a In a partnership business consisting of two (2) or more Partners, if any partner has been convicted of ant offence(s) involving any acts of dishonesty, or any offence(s) which carries a fine and/or a mandatory jail sentence, that Partner shall have no right to represent the partnership business and shall be replaced by another Partner as a Member and/or to act as an Office Bearer of the Association.

6.4 Membership in the case of a sole proprietor shall cease if the sole proprietor winds up the business of is adjudicated as a bankrupt. OR

6.4a Subject to Article 6.4b as below, if the sole proprietor is convicted of any offence(s) involving any acts of dishonesty or is convicted of any offence(s) which carries a fine and/or mandatory jail sentence;

6.4b Pursuant to Article 6.4a, when the sole proprietor has been charged in Court or before any conviction aforesaid, that sole proprietor must nominate a person to be approved by the Committee of the Association to accept such nominated person to represent that sole proprietor.

6.5 Membership shall cease when the member violets any of the rules, regulations or order of the Association.

7. RIGHTS AND PRIVILEDGES

7.1 Ordinary Members have the following rights and privileges:

7.1a the right to speak in general meetings, committee meetings and in all other meetings convened by the Association and convened by the Committee and/or sub- committee of the Association.

7.1b subject to Article 11 below, the right to elect and be elected office bearer.

7.1c to make proposals for the improvement of the Association’s affairs.

7.1d to introduce experts with regards to provision and sundries matters, to give talks and seminars to all members of the Association.

7.1e to propose oversea trade mission.

7.1f to participate in all activities organized by the Association.

7.2 Associate Members have the right to speak in general meetings and other meetings convened by the Association or convened by the Committee and/or any sub-committee of the Association. However, associate members do not have the right to vote in any such aforesaid meetings and shall not hold any office of the Association or entitle to subsidize events organized by the Association. Apart from the aforesaid, associate members have similar rights and privileges as those of the ordinary members.

8. MEDIATION AND ARBITRATION

In the event of any complaint by a member against another member or any committee member, or any dispute or disharmony which may arise between members, then in such a case, the Chairman shall appoint two (2) members (including the Chairman) as mediators to resolve such complains, disputes or differences to ensure a harmonious relationship between all parties.

9. DUTIES OF TRUSTEES

9.1 The Association may at any time purchase any movable property which may facilitate the running of the Association or provide entertainment to its members.

9.2 The Association has the right buy, sell or dispose of immovable property through its trustees who shall be Singapore Citizen. Trustees shall not effect any sale or mortgage of property without the prior approval of a General Meeting of members

9.3 The Association has the right to apply for any loan or banking facilities from any banks or financial companies/institutions.

9.4 For any purchase and/or mortgage of the Association’s immovable properties, approval must be obtained by two-thirds (2/3) of the majority of the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).

9.5 The immovable property of the Association shall be in the name of the Trustees and held by the Trustees for the Association as the actual Beneficiary.

9.6 The number of Trustees shall not be more than 4 and not less than 2 and such Trustees shall be nominated by the Committee from the ordinary members of the Association who are eligible to stand for election in accordance with Article 11 below and approved by a simple majority of the AGM or EGM. The election is only valid if 2/3 or more of the members attending to the AGM or EGM voted. The term of the Trustees shall be 6 years. Trustees can serve more than ONE (1) term.

9.7 The office of a trustee may be terminated in one of the following events:

9.7a on the death of the trustee.

9.7b bankrupt of a trustee

9.7c conviction of a criminal offence which carries a fine or sentence or both.

9.7d lack mental capacity of unsoundness of mind.

9.7e written resignation of a trustee.

9.7f termination by a written notice approved by a simple majority of the AGM.

10. ANNUAL SUBSCRIPTION FEE

The annual subscription fee is payable in advance before 1st March of each year. Should a member be in arrears of the annual subscription fee for 3 months, the Secretary shall in writing request for payment of the annual subscription fee that is in arrears, and if such arrears are not paid within (2) weeks from date of service of such demand, then the defaulting member shall be referred to the Committee and the Committee shall suspend the membership of the defaulting member.

11. ELECTION OF OFFICE BEARERS

11.1 The Association shall at every alternate Annual General Meeting elect eleven (11) Committee members to manage the operation of the Association. The 11 committee members shall elect

One (1) Chairman; One (1) Vice-Chairman,

One (1) Secretary; One (1) Assistant Secretary

One (1) Treasurer; One (1) Auditor

Their term of office shall be two (2) years. The Chairman and Treasurer shall not be eligible for re-election.

11.2 New members shall neither be eligible to stand for election nor have any voting rights until they have become members for 2 terms.

12. ANNUAL GENERAL MEETING (AGM) & EXTRAORDINARY GENERAL MEETING (EGM)

The Annual General Meeting of the Association shall be held in January of each year on a date and time to be fixed by the Committee at which due notice shall been given, to receive and discuss the accounts of the previous year and the report of the business of the Association conducted throughout the previous year.

Should there be any important matter, the Chairman shall instruct the secretary to convene an Extraordinary general meeting. An Extraordinary General shall also be convened when more than 6 members jointly make such a request in writing for its convention to the Secretary.

A General Meeting of the Association shall only be convened if it is attended by more than one-third (1/3) of the members. In the event of there being no quorum at the commencement of a General Meeting, the Meeting shall be adjourned for thirty (30) minutes from the scheduled time of the Meeting. Should the number then present still be insufficient to form a quorum, those present shall be considered a quorum, but shall have no power to amend any of the Articles of this Constitution.

13. MEETING OF THE COMMITTEE MEMBERS

Committee members’ meetings shall be held every two months to discuss general affairs of the Association. Whenever there is any special matter for consideration, more than 3 committee members may jointly and in writing to the Secretary request that a special committee members’ meeting be held. Six (6) committee members shall form a quorum. The Chairman may call an emergency committee meeting any time. At least half (1/2) of the committee members shall be present for such an emergency meeting.

14. GENERAL DUTY OF THE COMMITTEE

The general duty of the Committee is to organize, supervise and make expeditious arrangements to run the daily activities of the Association effectively. The committee may form sub-committees to run projects, if required. The sub-committees should consist of at least 3 members or more.

15. MONEY TO BE SPENT IN A SINGLE PROJECT

The Committee is authorized to spend a sum not exceeding $50,000.00 per project from the Association’s funds. The expenditure of a sum of more than $50,000.00 shall require the approval of a General Meeting of the members.

16. APPOINTMENT OF ADVISORS

The Committee has the right to appoint legal or other professionals as the Association’s advisors.

17. POWER TO FILL VACANCY OF ANY OFFICE BEARER

In the event of any vacancy arising in respect of any of the office bearers stated in Article 9 and Article 11 above, the Committee shall have the power to appoint any ordinary member to fill the vacancy until the next General Meeting of an election year.

18. GENERAL AFFAIRS

All general affairs of the Association shall be administered by the Secretary and account to the Chairman, and in his absence, the Vice Chairman.

19. DUTY OF OFFICE BEARERS

19.1 The duty of the Chairman is to supervise the general affairs of the Association. Should the Chairman be absent, the Vice Chairman will act for him.

19.2 The duty of the Secretary is to perform all the necessary works entrusted to him and he is empowered to defray a sum not exceeding $3,000.00. Sums exceeding $3,000.00 should be decided and approved by committee members.

19.3 The duty of the Treasurer is to look after the finance of the Association. All payment must be passed by the Secretary, should the Secretary be absent, by the Assistant Secretary.

20. SIGNATORY OF CHEQUES

All cheques withdrawn must be signed by the following three (3) officers:

1. Chairman OR Vice Chairman,

ii) Treasurer,

2. Secretary.

21. PROHIBITIONS

21.1 No member shall indulge in any immoral activities in any part of the Association premises.

21.2 Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden on the Association's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

21.3 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

21.4 The Association and the members shall not engage in any trade union activity as defined in any union law legislated in Singapore.

21.5 No member shall make any defamatory remarks either written or oral, against the Association or any of its members.

21.6 The funds of the Association shall not be used to pay on behalf of members who have been convicted in a court of law.

21.7 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office bearers, Committee or members unless with the prior approval of the relevant authorities.

21.8 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary

22. AMENDMENTS OF ARTICLES

The Association shall not amend its Constitution without the prior approval in writing of the Registrar of Societies. No alteration or addition/deletion to this Constitution shall be passed except at a general meeting and with the consent of two-thirds (2/3) of the voting members present at the General Meeting.

23. INTERPRETATION

When the words, phases, or sentences arising from any Article in this Constitution have several meanings, cast doubts, or creates ambiguity any three (3) committee members shall be elected to give the widest and best intended interpretation to clarify the matter. Such clarification shall be final, unless reversed in General Meeting. Unless otherwise stated, decision by General Meeting means the decisions of a simple majority.

24. DISSOLUTION

24.1 The Association shall not be dissolved unless with the consent of not less than two-thirds (2/3) of the total voting members of the Association expressed, either in person or by proxy at the Annual General Meeting or Extraordinary General Meeting (EGM) shall be convened for the purpose.

24.2 In the event of the Association being dissolved, all liability legally incurred on behalf of the Association shall be fully discharged.

24.3 Subject to the provisions of the Societies Act (Cap. 311), the Association’s premise shall be sold, and the Net sale proceeds thereon be donated to local university to grant scholarship (Provision & Sundries Merchants Association Scholarship) to students pursuing Business related degree.

24.4 All unused monies or any monies in the Association’s Bank accounts shall be equally shared among the members who have been members of the Association for a period of at least twenty-five (25) continuous years before the date of the resolution to dissolve the Association has been passed.

24.5 Notice of Dissolution shall be given within fourteen (14) days of the resolution to the Registrar of Societies.