Constitution

1. NAME

The Society shall be known as the “Society for Continence (Singapore)

2. DEFINITION

• “Society” means the Society for Continence (Singapore)
• “Board Member” means the administrative body of the Society constitute under Para 12 herein
• “Executive Committee (EXCO)” refers to the President, Vice-President, Treasurer and Secretary.
• “Constitution” means the Constitution of the Society of Continence (Singapore)
• Incontinence is defined by the World Health Organization as “The inability to control the discharge of urine or faeces which causes a social and hygienic problem for the community”.
• “Members’, unless stated otherwise means member(s) of the Society.
• Words expressing the plural shall include the singular, and the masculine gender shall include the feminine gender or vice versa.

3. PLACE OF BUSINESS

Its place of business shall be at 61 Upper Paya Lebar Rd, #05-02A Tat Wan Building, Singapore, 534816, Singapore, or such other address as may subsequently be decided upon by the Executive Committee and approved by the Registrar of Societies.

4A. OBJECTS

The objects of the Society are:

4A.1. To disseminate information and educate healthcare professionals and the public as a Non-profit entity on methods to promote urinary and bowel continence.

4A.2. Promote the education, training and rehabilitation of the incontinent and their general interest and welfare.

4A.3. 3. Do such things as are indicated or conducive to the attainment of the above objects, the Society may:

• Render assistance to the incontinent through medical and non- medical measures
• Provide an organization to foster friendship, understanding and
• encouragement among the incontinent
• Procure special benefits and concession for the incontinent to
• better their condition
• Raise funds from the general public and to accept gifts or bequests from any person, body or organization for the benefit of the incontinent and in furtherance of the objectives of the Society
• Create among the community and the government an awareness of the special needs of the incontinent and solicit their cooperation and assistance for those afflicted with this malady as defined by the World Health Organization as “The inability to control the discharge of urine or faeces which causes a social and hygienic problem for the community”.

4B. POWERS

For the purpose of carrying out the aforementioned objects, the Society shall have power:

4B.1. To employ such staff, officers and servant as may be required for the purposes of the Society

4B.2  To pay all costs, charges and expenses incurred or sustained in the promotion and establishment of the Society, and to remunerate any person or persons for services rendered in the promotion and establishment of the Society.

4B.3 To invite, appeal for and solicit subscriptions, benefactions, donations and bequests to raise funds for the Society.

5. PATRON OF THE SOCIETY

5.1. The Executive Committee may at its discretion from time to time appoint a Patron.

5.2. The appointment of a Patron shall be amongst people who have achieved eminence or distinguished themselves in the academic, business, or professional community, or have rendered distinguished service to the nation.

6. MEDICAL ADVISORS

There shall be two (2) Medical Advisors appointed by the Board Members. The total number of medical professionals on the Board will not be less than six (6).

7. MEMBERSHIP

The membership of the Society shall be unlimited and open to any person/organization including individuals suffering from incontinence. Membership can be in one of the following categories:

• Honorary Member
• Corporate Member
• Individual Member
• Life Member

8. ELIGIBILITY AND APPLICATION

8.1. Honorary Members may be elected by the Executive Committee from men or women of distinction

8.1.1 The Honorary Member should have made significant contributions to his profession and/or the community

8.1.2. Honorary Members shall not be required to pay any entrance fee or subscription.

8.1.3. Honorary Members shall be entitled to all benefits and privileges of individual members except that they shall not be entitled to hold office or vote.

8.2. Individual Members shall be elected by application from healthcare professionals and individuals including patients suffering from incontinence.

8.3. Corporate Membership shall be open to firms, commercial bodies, government departments, clubs or any organisation interested in supporting the Society in furthering its aims. Each corporate member shall nominate one nominee to represent in the Society. Each corporate member shall have one vote.

8.4. Life Membership: Individual Members may apply for life membership by paying the life membership fee instead of an annual subscription at the time of joining or at any time thereafter. Application for membership should be submitted to the Honorary Secretary on a prescribed form. Admission to membership shall be decided by the Executive Committee.

8.5. A copy of the constitution shall be provided to every approved applicant who has paid his/her entrance fee.

8.6. The Society may in its absolute discretion reject any application without stating any reason therefor.

9. ENTRANCE FEE AND ANNUAL SUBSCRIPTION

The entrance fee for Individual and Corporate Membership is S$ 30/-. Entrance fee and annual subscription for members who are retirees shall be waived or reduced to half respectively.

The annual subscription for Individual Membership shall be S$20/- per annum. On special consideration, members may be exempted from payment of annual dues for socio-economic reasons.

Annual Fees can be converted to a single payment of a non-refundable Life Membership fee of S$250/- made at a time of joining or any time thereafter.

Corporate Membership annual dues will be S$500/-

The annual subscription is due on the first day of January of each year. A member whose subscription is 3 years in arrears shall temporarily cease to be a member of the Society. Such a member shall be reinstated after payment of the arrears.

10. RESIGNATION AND TERMINATION OF MEMBERSHIP

10.1. A member may resign from the Society at any time by giving written notice of his resignation to the Society, but such member shall remain liable for any subscription, or any sums as may be due to the Society on the date of his resignation.

10.2. The Society may at any time terminate the membership of any member:

10.2.1 If the member becomes of unsound mind or become bankrupt or suspends payment to, or makes any arrangement or composition with his creditors; or

10.2.2. If the member goes into liquidation or is deregistered or suspends payment to, or makes any arrangement or composition with his creditors; or

10.2.3. If such member fails to pay subscription or other fees due to the Society; or

10.2.4. If the Executive Committee shall resolve that such member should cease to be a member of the Society.

10.2.5 The Executive Committee shall maintain an up-to-date Register of Members of the Society at all times

11. THE EXECUTIVE COMMITTEE

11.1. Unless otherwise determined by the Society in its Annual General Meeting, the Board shall consist of not less than five (5) members and not more than twelve (12) members.

11.2a. All Individual Members and representatives from Corporate Members shall be eligible to serve in the Board.

11.2.b. Candidates for election to the Board must be proposed and seconded by two (2) ordinary members of the Society, and their names must be submitted to the Honorary Secretary.

11.2.c. Every candidate for election shall signify in writing his consent to his nomination to be a Board Member.

11.2.d. The list of candidates shall be closed seven (7) days before the date of the Annual General Meeting.

11.2.e. Acceptance of the candidate is through a simple majority vote of the members of the Society.

11.2 f At least six (6) members of the Board will comprise of healthcare professionals.

11.3. Co-opted members will be screened and approved by the Executive Committee. Co-opted Members shall be entitled to all privileges of a Board Member except for voting rights.

11.4. The Society shall have its operational affairs administered by an Executive Committee consisting of the following who shall be elected as office bearers, at the Annual General Meetings:

• President
• Vice-President
• Secretary
• Treasurer

11.5. Board Members shall hold office for a term of two (2) years.

11.6 Members of the Executive Committee shall on completion of their term of office be eligible for re-election, save that any member:

11.6.1 Who holds the post of Honorary Treasurer shall not be eligible for re-election to the same post for a consecutive term. The Treasurer shall not hold the same office for more than Two consecutive years. Re-appointment of the outgoing Treasurer may be considered after a lapse of at least two years

11.6.2. Who holds the post of President shall not be eligible for re-election to the same post for more than three (3) consecutive terms

11.7. The Executive Committee may at its sole discretion, at any time, appoint any former or current Executive Committee Members who have made significant contributions to the Society as Honorary Board Members.

11.7.1. The Honorary Board Member(s) shall be entitled to attend all Board meetings but shall not have voting rights.

11.7.2. Serving Board Members who are re-appointed as Honorary Board Members will step down from their appointment as Board Members.

12. MANAGEMENT AND DUTIES OF OFFICE BEARERS, EXCUTIVE COMMITTEE MEMBERS, AUDITORS AND TRUSTEES

12.1 The team comprising of

• President
• Vice-President
• Secretary
• Treasurer,

forms the team of Office Bearers as the Executive Committee (EXCO) They work closely with the Executive Director on the management of the affairs of the Society.

12.2. The EXCO shall represent the Society before all competent public authorities and transaction with third persons, and in general direct and supervise the operations and property of the Society and shall exercise all the necessary powers to ensure the full and proper administration and management of the affairs and property of the Society.

12.3. The EXCO shall be responsible for convening Annual General Meetings or Extraordinary General Meetings as the circumstances deem necessary and in compliance with the other provisions of the Constitution.

12.4. The Board may appoint any individual member of the Society as member of a sub-committee as may be deemed necessary for the management of the Society and confer on him such powers and duties as the Board may decide.

12.5. The Board has power to authorise the expenditure of a sum not exceeding S$50,000 per month from Society’s funds for the Society’s purposes.

12.6 The Board and/or the EXCO may at its discretions, sponsor, delegate and/or appoint representatives to international, regional, or local conferences/seminars in all matters relating to incontinence.

12.7. A Board Member and/or the Executive Director may at President’s/Vice-President’s discretion, issue statements to the press or grant interviews on matters pertaining to the Society.

12.8. Any changes in the Committee shall be notified to the Registrar of Societies and the Commissioner of Charities within seven (7) days of the change.

12.9. The Committee shall have the power to remove the Committee member who is appointed by the Committee before the expiration of his period of office and may appoint another person in his stead.” (This is to ensure that the Committee is able to remove the Committee member that it has appointed)

Role of the Individual Office Bearers

12.10. President and Vice President: The President shall chair at all General and Executive Committee Meetings. He shall also represent the Society in its dealings with outside authorities. The Chairman of the meetings shall have a casting vote in the event of a tie in any business of the Society. The Vice-President shall assist the President and deputise for him in his absence.

12.11. In the absence of the President or Vice-President, a pro-term Chairman shall be elected from amongst the EXCO Members to officiate on as Chairman of the President or Vice President.

12.12. The Honorary Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. The records should include minutes of all General Annual Meetings, Extraordinary Meetings, Board Meetings and Executive Committee Meetings. Records shall include an up-to-date Register of Members.

12.13. The Honorary Treasurer shall be responsible for the collection, disbursement and accounting of all monetary transactions of the Society.

12.13.1. Cheques or withdrawals from the bank shall be signed by two of the following:

– the Honorary Treasurer,

– the President or the Vice-President,

– the Honorary Secretary.

12.13.2 He shall keep an accurate record of all transactions and prepare an annual financial statement and present it to the auditors.

12.13.3 There will be no petty cash.

12.13.4. All other sums of money shall be deposited in the name of the Society in a bank(s) appointed by the Society.

12.14. Ordinary Board Members: All Board members will attend and participate in all General Annual Meetings, Extra-ordinary Meetings and Board Meetings; and assist in carrying out the decisions made at these meetings.

13. SUPREME AUTHORITY AND GENERAL MEETING

13.1. The supreme authority of the Society is vested in a General Meeting of the members presided over by the President. An Annual General Meeting shall be held not later than 30^th June.

13.2. A general meeting shall be called by not less than fourteen (14) days’ notice in writing by the Honorary Secretary. The notice shall be exclusive of the day on which it is served and of the day of the meeting. The notice shall specify the place, date and time of the meeting.

13.3. The business to be transacted at each Annual General Meeting shall be:

13.3.1. Confirmation of the Minutes of the previous General Meeting

13.3.2. Proposed Amendments if any

13.3.3. To consider the annual statements of accounts for the last preceding financial year and the reports of the auditors thereon;

13.3.4. To consider the Annual Report of the activities of the Society for the preceding year;

13.3.5. Where applicable, to elect the members to the Board and of the Executive Committee Members for the following term.

13.3.6. To appoint the Auditors of the Society for the following year;

13.3.7. To consider any other relevant matters affecting the Society.

13.4. Any member who wishes to place an item on the agenda of a general meeting may do so provided he gives notice to the Honorary Secretary one week before the meeting is due to be held.

13.5. At least 25% of the total voting membership or thirty (30) voting members (whichever is the lower number) shall form a quorum at the Annual General Meeting. In the event of there being no quorum at an Annual 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 alter, amend or make additions to any of the existing rules.

13.6. No member shall vote by proxy except for dissolution.

13.6.1 Voting shall be by secret ballot. Voting by a show of hands may be taken with the unanimous consent of the members present.

13.6.2. All matters shall be decided by the votes of the majority of the members of the Society present at the General Meeting.

13.7. The Board shall cause minutes to be taken of the proceedings and shall cause entries to be made therein of all resolutions put to the vote.

13.7.1. The result of the voting and any such minutes signed by the presiding Chair of the Meeting and shall be sufficient evidence of the due passing of any resolution and of the majority voting in favour thereof.

13.7.2. A copy of the Minutes of any Meeting will be distributed to members within twenty-eight (28) days after the Meeting.

13.8. All meetings of the Society other than the Annual General Meeting, Board Meeting, EXCO Meeting (and such subcommittees meetings as established by the Board) shall be called Extraordinary General Meetings.

14. EXTRAORDINARY GENERAL MEETING

14.1. An Extraordinary General Meeting (EGM) may be convened at any time by the Board.

14.2 The Honorary Secretary shall send a Notice of an Extraordinary General Meeting to all members not less than ten (10 days) before the date fixed for the meeting, stating the business of the meeting.

14.3 No business shall be dealt with by an Extraordinary General Meeting other than that for which it is specially convened.

14.4 For an Extraordinary General Meeting without a quorum of twenty-five members at the time set for the meeting, the meeting shall be adjourned for half an hour and should the number then be insufficient to form a quorum, those present shall be considered a quorum but shall have no power to alter, amend or make additions to any of the existing rules of the Society.

15. MEETINGS OF THE BOARD

15.1. The Board shall meet at least once every four (4) months at the office of the Society or at such place as the Board may decide from time to time.

15.2. The President shall chair all meetings of the Board. In his absence, the Vice-President shall chair.

15.3. Notice of all meetings of the Board with any Agenda attached thereto shall be sent to each Board member by post/digitally at least fourteen (14) days before the date of the meeting.

15.4. At least one third (1⁄3 ) of the Committee Members must be present for its proceedings to be valid. In the event of there being no quorum, the meeting shall be cancelled or postponed.

15.5. Board members absent from three consecutive meetings of the Board without explanation shall be deemed to have withdrawn from the Board.

15.5.1. A successor may be co-opted by the Board until election is due at the next Annual General Meeting.

15.5.2. Any member of the Board may resign by sending in his resignation in writing to either the President or Honorary Secretary.

15.5.3. Any changes in the Committee shall be notified to the Registrar of Societies and the Commissioner of Charities within seven (7) days of the change

15.5.4 The Committee shall have the power to remove the Committee member who is appointed by the Committee before the expiration of his period of office and may appoint another person in his stead.” (This is to ensure that the Committee is able to remove the Committee member that it has appointed.)

16. AUDIT AND FINANCIAL YEAR

16.1. The financial year of the Society shall be from 1st January to 31st December

16.2 The Society will engage a professional auditor to audit its financial accounts at the end of each Financial Year. He will prepare the audited Financial Statements in time for the General Annual Meeting each year.

17. TRUSTEES

17.1. The Executive Committee may appoint two (2), to a maximum of four (4) persons, as trustees of the Society at an Annual General Meeting.

17.2. All immovable property (and investments) of the Society shall be vested in the trustees of the Society who shall hold such property (and investment) subject to the Constitution and to the direction of the Executive Committee with the resolution passed at an Annual General Meeting.

17.3. No trustee shall effect any sale or mortgage of property without the prior approval of the general meeting of the Society’s members.

17.4. Any trustee may at any time resign his trusteeship. If a trustee dies or become of unsound mind or moves permanently from the Republic of Singapore; he shall be deemed to have resigned his trusteeship.

17.5. Vacancies in trusteeship will be filled at the next General Meeting.

17.6. Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Society’s premises at least two (2) weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies and Commissioner of Charities

17.7. The result of such a procedure shall then be notified to the Registrar of Societies.

17.8. The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies and Commissioner of Charities

18. PROHIBITIONS 

18.1. The funds of the Society shall not be used to pay the fines of members who have been convicted in Court.

18.2. 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.

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

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

18.4. Gambling of any kind and the playing of paikow or mahjong, whether for stakes or not are forbidden on the Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

18.5. The Society shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any good or services which adversely affects consumer interest.

18.6. The Society shall not raise funds from the public for whatever purpose without prior approval in writing of the Registrar of Societies and other relevant authorities.

19. INTERPRETATION

19.1. Any matter or question arising out of any point which is not expressly provided for in the Constitution will be referred to the Board who shall be empowered to use its own discretion.

19.2. The decision of the Board shall be adopted unless it is reversed at a Annual General Meeting or Extraordinary

20. AMENDMENTS TO CONSTITUTION

20.1. The Constitution shall be altered only by a vote of at least two-thirds of the members of the Society present at the Annual General Meeting

20.2. The new Constitution shall not come into force without the prior sanction of the Registrar of Societies and the Commissioner of Charities.

21. Conflict of Interest

21.1 Where a conflict of interest arises at a Management Committee meeting, the Management Committee member concerned should not vote on the matter nor participate in discussions.

21.2 He or she should also offer to withdraw from the meeting, and the other Management Committee members should decide if this is required

22. DISSOLUTION

22.1. The Society shall not be dissolved, except with the consent of a majority of the total voting membership of the Society for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose

22.2. In the event of the Society being dissolved as provided in para 22.1, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be donated to charitable organisations which are registered under the Charities Act (Cap. 37) In the event of the Society being dissolved as provided above, or in the event the society ceases to be a registered charity under the Charities Act, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be donated to charitable organization(s), or Institution(s) of a Public Character, when the Society is an Institution of a Public Character, as the case may be, with similar objectives in Singapore which is(are) registered under the Charities Act, as the members of the Society may determine at the General Meeting

22.3. A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies and Commissioner of Charities.