Constitution

NAME

1.1
This Society shall be known as the “Society of Mediation Professionals (Singapore)”, hereinafter referred to as the “Society”.

PLACE OF BUSINESS

2.1
Its place of business shall be at “32 Maxwell Road #02-12 Maxwell Chambers, Singapore 069115” or such other address as may subsequently be decided upon by the Executive Committee (“ExCo”) and approved by the Registrar of Societies. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary. The Society shall have its website at the following address: http://www.singaporemediators.com or such other address as it adopts.

OBJECTS

3.1
The objects of the Society are as follows:
  1. promote and represent the collective interests of mediation practitioners and professionals both in Singapore and overseas for the benefit of the public and dispute resolution community;
  2. promote and maintain standards of mediation practice in Singapore; and
  3. promote and establish mediation as the preferred mode for the prevention, management and resolution of disputes in Singapore.
3.2
In furtherance of the above objects, the Society may engage in the following:
  1. admit as members mediation professionals and other persons interested in mediation;
  2. advocate and encourage the use of mediation clauses in legal and other documents;
  3. collect subscriptions, donations and grants;
  4. employ agents or servants;
  5. establish relationships and associations and liaise with other persons and bodies in Singapore and overseas with similar or related objects;
  6. establish, regulate and enforce standards, ethics and a code of conduct;
  7. identify and promote areas of work in Singapore and overseas for mediators;
  8. incorporate, acquire or register entities;
  9. initiate research and studies, obtain information on all aspects of mediation and other forms of dispute resolution and publish the results thereof;
  10. publish or communicate information relating to mediation and other forms of dispute resolution;
  11. procure professional indemnity for mediators in Singapore;
  12. purchase, sell, mortgage, charge or lease any property;
  13. promote, support, organise and participate in conferences, seminars, exhibitions, scholarships, courses, lectures and other events;
  14. recommend guidelines for mediators; and
  15. submit comments, opinions and recommendations to authorities.
3.3
The Society shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.
3.4
The Society shall incorporate a company to conduct its business activities, if any. The Society is required to inform the Registrar of Societies in writing that the setting-up of the companies is in line with their overall objectives.

MEMBERSHIP TO THE SOCIETY

4.1
The Society shall admit to membership any person or organisation which, in the opinion of the ExCo, would be suitable to be admitted as a member having regard to the objects of the Constitution.

CATEGORIES OF MEMBERSHIP

5.1
There shall be the following categories of membership:
  1. Founder Membership
    All persons involved in constituting the Society shall qualify as Founder Members of the Society without election, admission or appointment.
  2. Ordinary Membership
    All natural persons who fulfill the following criteria may apply to be Ordinary Members:
    1. citizens or permanent residents of Singapore;
    2. above twenty-one (21) years of age;
    3. qualified or accredited as mediators by organisations approved by the ExCo.
  3. Associate Membership
    All natural persons who have an interest in the activities of the Society, but do not qualify for Ordinary Membership, may apply to be Associate Members. Associate Members shall not have any voting rights.
  4. Corporate Membership
    All organisations which have an interest in the activities of the Society shall qualify as Corporate Members. There shall be one representative for each Corporate Member. Corporate Members shall not have any voting rights.
  5. Honorary Membership
    The ExCo may from time to time offer honorary membership of the Society to such persons as it thinks fit, who will upon acceptance of such offer become Honorary Members. Honorary Members shall not have any voting rights.
  6. Patron(s) of the Society
    The ExCo may from time to time invite suitable person(s) to be the Patron(s) of the Society, who on accepting appointment will become Patron(s).
5.2
Only Founder and Ordinary Members shall have the rights to vote and to hold office in the Society.

APPLICATION FOR MEMBERSHIP

6.1
Every application for membership shall be made in the prescribed form and accompanied by such information that the ExCo may from time to time prescribe.

ADMISSION TO MEMBERSHIP

7.1
The ExCo may, in its complete discretion, admit or refuse an applicant membership to the Society. The ExCo’s decision must be notified to the applicant in writing as soon as possible.
7.2
Neither the ExCo nor the Society is required to give any reasons for rejecting an application for membership.
7.3
An applicant admitted to membership shall become a member upon payment of the entrance fee and annual subscription prescribed by the ExCo for the respective category of membership.
7.4
On admission, every member will be deemed to have agreed to be bound by the Society’s Constitution and by-laws.

CESSATION OF MEMBERSHIP

8.1
A member may resign from membership of the Society by giving written notice to the Society, upon receipt of which the member shall cease to be a member but shall continue to be liable for any unpaid annual subscription as at the date of such resignation and for all other moneys due by the member to the Society.
8.2
A member who fails to pay any subscription or other dues within two (2) months of the date such moneys fall due for payment, shall cease to be a member.
8.3
A member who dies or becomes incapable of managing his affairs because of any mental or physical incapacity, shall cease to be a member.
8.4
A member who is struck off, removed, suspended or disqualified by the professional body or organisation to which that member belongs, shall cease to be a member.
8.5
The ExCo may expel a member from the Society or deprive him of one or more rights and privileges of membership if there are reasonable grounds. A member expelled may within one month of the notification of his expulsion, appeal to the General Meeting of members against the decision of the ExCo. The decision of the General Meeting shall be final.
8.6
The ExCo may reinstate a member whose membership has ceased.

MEMBERS’ REGISTER

9.1
The ExCo shall cause the Honorary Secretary to keep a register containing full names and addresses, including email addresses, of the members and such other particulars as the ExCo may prescribe.

ADDRESS OF MEMBERS

10.1
Every member must communicate any change in his contact details, including any change to his address or email address, to the Society in writing and any such change of address must be entered in the members’ register. The latest address in the members’ register is deemed to be the member’s current address.

ENTRANCE FEES & SUBSCRIPTIONS TO THE SOCIETY

11.1
The entrance fee and annual subscription payable by members to the Society shall be determined by the General Meeting on recommendation from the ExCo by reference to the respective categories of membership.
11.2
Annual subscriptions are payable prior to the first day of January of every calendar year or by such other dates as may be prescribed in the by-laws. Annual subscriptions will be pro-rated depending on the date of admission of the member.
11.3
Honorary Members and Patrons are not required to pay any subscription.
11.4
Any additional funds required for special purposes of the Society may be raised from members by resolution passed at a General Meeting.
11.5
The income and property of the Society whensoever derived shall be applied towards the promotion of the objects of the Society as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Society or to any of them or to any person claiming through any of them.

SUPREME AUTHORITY & GENERAL MEETINGS

12.1
The supreme authority of the Society is vested in a General Meeting of the members.
12.2
Annual General Meetings shall be held within 3 months from the close of its financial year.
12.3
At other times, an Extraordinary General Meeting must be called by the Chairperson on the request in writing of not less than 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, and may be called at anytime by order of the ExCo. Notice in writing shall be given to the Honorary Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within two (2) months of the Honorary Secretary receiving the request to convene the Extraordinary General Meeting.
12.4
If the ExCo does not within two (2) months after the date of the receipt by the Honorary Secretary of the written request proceed to convene an Extraordinary General Meeting, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days’ notice to voting members setting forth the business to be transacted.
12.5
At least two (2) weeks’ notice shall be given of an Annual General Meeting and at least ten (10) days’ notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Honorary Secretary to all voting members. Notices shall be sent by ordinary post or by electronic mail, as the ExCo deems appropriate, to all voting members at the address of such member in the members’ register. The particulars of the agenda shall be posted on the Society’s website seven (7) days in advance of the meeting.
12.6
Unless otherwise stated in this Constitution, voting by proxy shall not be allowed at all General Meetings.
12.7
The business of the Annual General Meeting shall include the following:
  1. to receive the annual report of ExCo and audited accounts of the previous financial year;
  2. when appropriate, election of members of the ExCo in accordance with the procedures prescribed in Article 13.7;
  3. elect two (2) Honorary Auditors;
  4. make or amend the Articles of this Constitution; and
  5. discuss any other business, the notice of such business to be received by the Honorary Secretary at least seven (7) clear days prior to the date of the Annual General Meeting.
12.8
At least 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum.
12.9
In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any part of the existing Constitution.

THE EXECUTIVE COMMITTEE

13.1
The management of the affairs of the Society shall be vested in the ExCo.
13.2
The ExCo shall be composed of the following members:
  1. Chairperson;
  2. 1st Vice Chairperson;
  3. 2nd Vice Chairperson;
  4. Honorary Secretary;
  5. Honorary Assistant Secretary;
  6. Honorary Treasurer;
  7. Honorary Assistant Treasurer;
  8. Four (4) Committee Members;
  9. Up to five (5) Co-opted Members (appointed under Article 16.1(b)).
13.3
Each member of the ExCo shall hold office for two (2) years and be eligible for re-election provided that no member shall hold the office of Honorary Treasurer for more than two (2) years consecutively. For the purpose of this rule, a “year” shall mean the period between two successive Annual General Meetings. At each subsequent Annual General Meeting, there shall be elections only if there are positions in the ExCo falling vacant, and each member elected to fill such post shall hold office for two years.
13.4
Nominees for the positions of Chairperson, 1st Vice Chairperson, 2nd Vice Chairperson, Honorary Secretary and Honorary Treasurer must have been members for a period of at least two (2) years prior to the date of the election for the post in the ExCo.
13.5
If any casual vacancy arises in respect of any member of the ExCo, the ExCo shall at its next meeting or as soon as possible elect an Ordinary Member to fill that vacancy.
13.6
At and following the 1st Annual General Meeting of the Society, the following rules shall apply:
  1. at the 1st Annual General Meeting, members shall elect eleven (11) ExCo members;
  2. following the 1st Annual General Meeting and at the 1st ExCo meeting to be held within four (4) weeks thereafter, the elected ExCo members shall amongst themselves determine and elect the office-bearers; and
  3. the requirement in Article 13.4 shall be inapplicable.
13.7
Names for the eleven (11) ExCo members shall be proposed and seconded at the Annual General Meeting and election to follow on a simple majority vote of members attending the Annual General Meeting. Nominations for ExCo members (with the names of the proposer and seconder for the candidate, both of whom must be members) shall be completed on such form to be prescribed by ExCo and received by the Honorary Secretary at least three (3) days prior to the date of the Annual General Meeting. Election shall be either by show of hands or, subject to the agreement of the majority of the voting members present, by a secret ballot. In the event of a tie, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine the successful candidate unless any contesting candidate(s) withdraw(s).
13.8
Names for the office-bearers of the ExCo shall be proposed and seconded at the first ExCo meeting and election to follow on a simple majority vote of ExCo members attending the ExCo meeting. Election shall be either by show of hands or, subject to the agreement of the majority of the voting ExCo members present, by a secret ballot. In the event of a tie, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine the successful candidate unless any contesting candidate(s) withdraw(s).

MEETINGS OF THE EXECUTIVE COMMITTEE

14.1
The Chairperson, and in his absence, either of the Vice Chairpersons, shall preside at all meetings of the ExCo.
14.2
If the Chairperson and Vice Chairpersons are absent, the meeting shall elect its own chairperson.
14.3
There shall be six (6) ExCo members present at any meeting of the ExCo to constitute a quorum for the transaction of any business or to pass a resolution of the ExCo.
14.4
Every ExCo member shall have one original vote. In the event of a tie, the Chairperson presiding at the meeting shall have a second or casting vote.

EXPENSES

15.1
ExCo members shall not be entitled to payment from the Society of any form of remuneration but may be reimbursed for all expenses incurred in connection with the work of the Society.

DUTIES OF OFFICE-BEARERS

16.1
The ExCo shall have the power and duty to:
  1. elect members of the Society in accordance with this Constitution;
  2. elect up to five (5) co-opted members to serve in the ExCo;
  3. appoint Sub-Committees as the ExCo deems necessary;
  4. manage the Society’s financial affairs;
  5. promulgate by-laws provided that such by-laws shall not be in conflict with the Articles of this Constitution;
  6. review and amend the list of organisations approved by the ExCo;
  7. convene Extraordinary General Meetings, in accordance with Article 12.3; and
  8. exercise such other powers and discharge such other duties, as the Articles of this Constitution and by-laws may for the time being provide, and generally to act on behalf of the Society in all matters in a manner consistent with the objects of the Society.
16.2
The Chairperson shall chair all General and ExCo meetings. He shall represent the Society in its dealings with outside persons.
16.3
The 1st Vice Chairperson shall assist the Chairperson and deputise for the latter in his absence.
16.4
The 2nd Vice Chairperson shall assist the 1st Vice Chairperson and deputise for the latter in his absence.
16.5
The Honorary Secretary shall:
  1. keep records of all proceedings;
  2. issue notices and prepare and distribute minutes of all meetings;
  3. maintain accurate information and details and a membership register;
  4. answer communication addressed to the Society;
  5. convene meetings of the ExCo and General Meetings; and
  6. attend to matters of an administrative or secretarial nature.
16.6
The Honorary Assistant Secretary shall assist the Honorary Secretary and deputise for the latter in his absence.
16.7
The Honorary Treasurer shall:
  1. receive, acknowledge, bank and account for all monies paid to the Society;
  2. keep the accounting records and prepare the financial statement; and
  3. ensure the election of two (2) Honorary Auditors at each Annual General Meeting and for the accounts to be audited each year.
16.8
The Honorary Assistant Treasurer shall assist the Honorary Treasurer and deputise for the latter in his absence.
16.9
The Committee Members shall assist the general administration of the Society and performduties assigned to them by the ExCo from time to time.

FINANCIAL YEAR AND AUDIT

17.1
The financial year shall be from 1st January to 31st December of each calendar year.
17.2
The accounts of the Society shall be audited at the close of each financial year, by two (2) Honorary Auditors, who shall be Ordinary Members but not members of the ExCo.
17.3
The Honorary Auditors:
  1. shall be elected at each Annual General Meeting.
  2. shall hold office for a term of one (1) financial year, and may be reelected for a second consecutive term;
  3. shall audit the accounts of the Society and present a report to members at the Annual General Meeting.
17.4
The accounts of the Society shall be audited by a firm of Certified Public Accountants if the gross income or expenditure of the Society exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.

VISITORS AND GUESTS

18.1
Visitors and guests may be admitted into the premises of the Society but they shall not be admitted into the privileges of the Society. All visitors and guests shall abide by the Society’s rules and regulations.

PROHIBITIONS

19.1
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 Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
19.2
The funds of the Society shall not be used to pay the fines of members who have been convicted in court of law.
19.3
The Society shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
19.4
The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
19.5
The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office-bearers, ExCo or members unless with the prior approval of the relevant authorities.
19.6
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.

AMENDMENTS TO CONSTITUTION

20.1
The Society 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.

INTERPRETATION

21.1
In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the ExCo shall have power to use their own discretion. The decision of the ExCo shall be final unless it is reversed at a General Meeting of members.

DISPUTES

22.1
In the event of any disputes, controversies or differences (“Disputes”) arising amongst members or between member(s) and the Society, members and/or the Society shall use their best endeavours to resolve such Disputes in good faith at an Extraordinary General Meeting to be held in accordance with this Constitution.
22.2
If any Disputes should remain unresolved at the conclusion of the Extraordinary General Meeting, such Disputes shall be referred to mediation. The appointment of mediator(s) shall be mutually agreed between the disputing parties within seven (7) days from the conclusion of the Extraordinary General Meeting, failing which the appointment shall be made by a Patron, alternatively by Singapore Mediation Centre in accordance with the mediation procedure prescribed by Singapore Mediation Centre. The disputing parties agree to participate in mediation in good faith and undertake to abide by the terms of any settlement reached.
22.3
If any Dispute should remain unresolved at the conclusion of the mediation, such Disputes shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Article. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

DISSOLUTION

23.1
The Society shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the Society for the time being resident in Singapore expressed, either in person or by proxy, by a resolution to be passed at a General Meeting convened for the purpose.
23.2
In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds shall be disposed in such manner as the General Meeting of members may determine by resolution.
23.3
A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.