Constitution

Constitution 2017-09-13T13:28:35+00:00

Constitution
Singapore Quality Institute

NAME

1. This Institute shall be known as the SINGAPORE QUALITY INSTITUTE (hereinafter referred to as the Institute)

PLACE OF BUSINESS

2. Its place of business shall be at 1 Sophia Road, #05-06/07, Singapore 228149, or such other address as may be decided upon by the Committee and approved by the Registrar of Societies.

DEFINITION

3. The use of the term “quality” in this Constitution shall refer to all matters and issues related to quality.

OBJECTIVES

4. The main objectives of the Institute are:

a. to provide recognition to members associated with quality as a specialised profession;

b. to enhance the field of quality and promote nationally an appreciation of quality and its importance;

c. to enhance the welfare of its members and other quality professionals;

d. to provide the sharing of information and knowledge concerning quality among individuals and organisations;

e. to be a central source of information regarding quality;

f. to provide the means, especially training and education, necessary or incidental to achieving its objectives;

g. To purchase, build or rent any immovable properties for its operations and long term investment purpose.

h. To form, incorporate and promote a company known as SQI International Pte Ltd (“SQII”) and to appoint the board of directors of the same. SQII shall carry on the business stated in the objects of its constitution and in particular, the business of providing training course related to quality control to all persons, corporate or natural, as may be approved by the board of directors of SQII (or whatever name it may subsequently be changed to).

i. To invest any funds of the Institute in the purchase, subscription or acquisition of shares or any other securities in SQII. The shares and other securities of SQII shall be held by custodian trustees (the trustees) subject to a declaration of trust. The trustees shall be entitled to act in all dealings concerning the shares and other securities of SQII in accordance with the directions of the Executive Council as evidenced by copies of resolutions passed at the meetings of the Executive Council.

j. To do all other things which the Institute considers necessary or desirable in the interests of its Members.

k. To ensure all property and all income of the Institute however derived shall be applied solely towards the promotion of the objects of the Institute as set forth in Clause 4.

COMPOSITION

5. The Institute shall consist of Honorary Members, Organisational Members, Professional Members, Associate Members and Student Members.

HONORARY MEMBERS

6. Honorary membership shall be accorded to individuals of high professional standing whom have made significant contributions to the field of quality and/or the Institute. Such appointments shall be determined and approved by the Executive Council.

MEMBERSHIP

7. There shall be five categories of subscribing membership in the Institute, namely:

a. Organisational Membership

b. Professional Membership (Fellow)

c. Professional Membership (Ordinary)

d. Associate Membership

e. Student Membership

Categories b and c shall be considered as professional members.

7.1 Organisational Membership is open to any organisation supporting the objectives of the Institute.

7.2 Fellow membership is open to any Ordinary member who has, in the opinion of the Executive Council, made significant contributions to the field of quality, and/or the Institute. Such appointments shall be determined and approved by the Executive Council.

7.3 Ordinary membership is open to a person with tertiary qualifications and in a responsible position involving quality related matters. A person with relevant experience or equivalent qualifications may also be considered by the Executive Council.

7.4 Associate Membership is open to a person, who supports the objectives of the Institute and promotes or champions quality but do not qualify for Professional Membership.

7.5 Student membership is open to a person who is not a Professional or Associate member and is currently on full or part time studies in a university, polytechnic, college, technical Institute or equivalent institution.

APPLICATION FOR MEMBERSHIP

7.6 Application for membership of the Institute shall be submitted in the prescribed form. Each application for membership will be subject to acceptance by the Institute. The Executive Council shall have the sole and absolute discretion to accept any application for membership and determine the membership category for such applicant. All decisions made by the Executive Council shall be final.

WITHDRAWAL FROM MEMBERSHIP

7.7 Any member who wishes to withdraw from membership may do so by sending a written notice of withdrawal to the Honorary Secretary. He/She shall be liable to all outstanding sums, if any, owed by him/her to the Institute.

USE OF MEMBERSHIP FOR BUSINESS PURPOSES

7.8 Professional Membership to the Institute does entitle an individual to use such membership as if it were a professional qualification. All other members are entitled to state their membership on letter headings or in other appropriate ways.

Professional Membership shall have the following designation:

a. Fellow, Singapore Quality Institute (FSQI) for Individual Professional Fellow

b. Member, Singapore Quality Institute (MSQI) for Individual Professional Member

7.9 The Institute shall not be responsible for any statements and opinions made by any members in papers or discussions at any of its meeting. No members or committees of the Institute may act on behalf of the Institute or issue reports for the Institute unless such actions or other documents of the Institute receive the prior written approval of the Executive Council.

7.10 All members shall adhere to the constitution and code of conduct of the Institute.

7.11 The annual subscription, upgrading and entrance fee payable by Fellows, Members, Associate Members, Student Members and Organisational Members shall be at rates decided by the Executive Council from time to time.

The financial year of the Institute shall begin from 1st April and end on 31st March of the following year.

New applicants who apply to join the Institute after the second half of any financial year shall pay half of the annual subscription payable.

Membership shall automatically be ceased if the annual subscription is not paid within six months. Re-instatement of membership shall be by re-application with entrance fee and all outstanding subscriptions duly paid.

ADVISORY PANEL

8.1 Objectives
The Advisory Panel shall play an advisory and consultative role to the Executive Council on the management, the long-term goals and strategies of the Institute.

8.2 Structure & Membership

• The Advisory Panel shall consist of not less than 3 and up to a maximum of 8 members.
• The Advisory Panel shall elect a Chairman from amongst them.
• A member of the Advisory Panel shall be any Honorary, Fellow or Ordinary member of the Institute.
• A member of the Advisory Panel shall not at the same time be a member of the SQI Executive Council or any of the committees.
• The Chairman of the SQI Executive Council shall serve as an ex-officio member of the Advisory Panel.

8.3 Appointment
The Executive Council, in consultation with the Advisory Panel, will appoint new members and may review the membership from time to time.

8.4 Term of Office
The term of office shall be for three calendar years. Retiring members shall be eligible for re-appointment.

8.5 Meetings
The Advisory Panel shall meet at least once in every four months. The quorum for each meeting shall be at least half of the Advisory Panel members.

EXECUTIVE COUNCIL

9.1 The Executive Council is responsible for policy and all other matters to enable the Institute to serve its objectives.

The Executive Council shall consist of at most 17 elected members who satisfy the requirements for Professional membership. Nomination of the elected members shall be proposed and seconded by Professional members and election shall be at the Annual General Meeting by show of hands or, if requested by any member, by a polling of votes by the members present.

Only Professional Members who have been members for more than a year are entitled to one vote and nomination for election into the Executive Council. They shall be termed “voting” members.

The elected members shall elect amongst themselves:

a. A Chairman

b. Two Vice-Chairmen

c. An Honorary Secretary and an Assistant Honorary Secretary

d. An Honorary Treasurer and an Assistant Honorary Treasurer

e. Ten Ordinary Executive Council Members

Some of the elected members shall serve as Chairmen of Committees.

The term of office of the Executive Council shall be 3 years.

All office bearers may be re-elected for consecutive terms except the Honorary Treasurer and the Assistant Honorary Treasurer who may not serve in the same or related post for a consecutive term.

The Executive Council shall have the power to form (or dissolve) and define terms of reference of committees, working groups or panels as it considers appropriate to deal with particular functions of the Institute or aspects of quality. It shall have power to co-opt any members into the Executive Council, however its size shall not exceed 21 at any time. It can authorise the expenditure of such sums from the Institute’s funds as it deems necessary for the Institute’s purposes.

 

9.2 The Chairman of each committee, working group or panel, except the Advisory Panel, shall be appointed by the Executive Council and membership of the committee, working group or panel shall come from members of the Institute. Each committee, working group or panel, except the Advisory Panel, may co-opt additional members as considered necessary, subject to the approval of the Executive Council.

TRUSTEES

10.0 a. There shall not be more than four (4) and not less than two (2) trustees of the Institute.

b. Each trustee shall be a fully paid up member of the Institute.

c. The trustees shall be appointed by the Institute and any property of the Institute vested in them to be dealt with by them as the Institute shall from time to time direct by resolution (of which an entry in the minute book shall be conclusive evidence).

d. The trustees shall be indemnified against risk and expense out of the property of the Institute.

e. The trustees shall hold office until they resign or cease to be members of the Institute. The office of the trustees shall be vacated if such trustee:

i. dies or becomes of unsound mind;

ii. is declared a bankrupt or remain an undischarged bankrupt;

iii is absent from the Republic of Singapore for a period of more than one year; or

iv. is guilty of misconduct of such a kind to render it undesirable that he continues as a trustee.

f. The trustees may also be removed from office by the Executive Council on a majority vote.

g. Where by reason of any cessation of office before the next AGM or for any reason whatsoever it appears necessary to the Executive Council that a new trustee(s) shall be appointed or if the Executive Council shall deem it expedient to appoint an additional trustee(s), the Executive Council shall appoint the new or additional trustee(s) and the Executive Council shall by resolution approve such appointment. For this purpose, the Chairman of the Executive Council is hereby nominated as the person to appoint new or additional trustee(s) of the Institute within the meaning of Section 37 of the Trustees Act, Cap. 337 and he shall by deed duly appoint the person or persons so approved by the Executive Council as the new or additional trustee(s). The Trustees Act, Cap 337, shall apply to such appointment. Any statement of fact in any such deed of appointment shall, in favour of a person dealing bona fide and for value with the Institute, be conclusive evidence of the fact so stated.
h. The Institute shall notify the Registrar of Societies of the address of its immovable properties, if any, names of trustees and their subsequent changes.

i The trustee shall act in a “nominee” capacity and shall, upon carrying out the directions of the Executive Council, be in no way responsible to the Institute for the management of the SQII shares and shall be indemnified by the Institute for any liability which may result from holding such shares as trustee for the Institute.

ANNUAL GENERAL MEETING

10.1 The Annual General Meeting (AGM) shall be held within three months after the closing of the financial year. At least 21 days’ notice shall be served to all voting members of the Institute.

The minutes of the previous AGM, Annual Report of the Institute’s various activities during the past year and the Auditor’s Statement of Accounts must also be sent to all members of the Institute.

The Chairman shall preside at the AGM. The business shall be to:

a. approve the minutes of the previous AGM;

b. approve the Annual Report and the Auditor’s Statements of Accounts;

c. elect members of the Executive Council when applicable;

d. consider such other items as shall, in accordance with the Constitution of the Institute, be laid before the Annual General Meeting.

The office bearers and any new policies shall be made known to all members after the AGM.

EXTRAORDINARY GENERAL MEETING

10.2 An Extraordinary General Meeting (EGM) may be called at any time by the order of the Executive Council or upon request by a member of the Institute. An EGM shall be convened not more than 28 days after receipt by the Honorary Secretary of a written request by any member of the Institute provided that it is supported by no fewer than 30 other members of the Institute of which at least 20 must be either Organisation or Professional Members.

At least 21 days’ notice shall be given to voting members and the resolutions to be moved at the meeting shall be stated in the notice. The rules governing the quorum of the Annual General Meeting shall also apply to an EGM. No further business shall be considered at an EGM other than that specified in the notice covering the meeting. Any changes or decisions arising from the EGM shall be made known to all members.

Only Organisation and Professional Members with at least one full year membership shall be allowed to vote at an Annual General Meeting and Extraordinary General Meeting and each member is entitled to one vote.

The Supreme Authority of the Society is vested in the General Meeting of Members

MEETING OF THE EXECUTIVE COUNCIL

10.3 The Executive Council shall hold no less than 6 meetings a year at such times and places as the Executive Council shall direct. At least 7 clear days’ notice shall be given to Executive Council members together with the agenda of the meeting.

The business of the meeting shall be to:

a. approve the minutes of the previous meeting;

b. consider matters arising from the previous meeting;

c. consider reports and advice from the Advisory Panel;

d. receive reports (if any) from any committee/working group/panel;

e. deliberate such items as shall be laid before the Executive Council;

f. consider any other business.

MEETINGS OF COMMITTEE WORKING GROUPS OR PANELS

10.4 The committees, working groups or panels shall meet at such times and places as the Chairman of the committee, group or panel shall decide. They shall meet at least 6 times a year.

QUORUM

11.1 The quorum for a General Meeting shall be 25% of the prevailing voting membership of the Institute or 40 voting members whichever is less. In the event of there being no quorum, the meeting shall be adjourned for half an hour and then re-convened 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 or pass any resolution.

11.2 The quorum for all meetings of the Executive Council shall be one-half the full membership of the Council.

11.3 Decisions by the Executive Council, committees, working groups and panels as may be established, on matters other than those relating to Expulsion and to amendments to the Constitution shall be on a simple majority of the votes cast.

OFFICE BEARERS

CHAIRMAN OF THE EXECUTIVE COUNCIL

12.1 The Chairman shall be elected from among the elected members of the Executive Council. No person shall occupy the position of Chairman of the Executive Council for more than two successive terms. The Chairman shall preside at all meetings of the Executive Council.

VICE CHAIRMEN

12.2 The Vice Chairmen shall be elected from among the elected members of the Executive Council. One of them shall preside at meetings of the Executive Council in the absence of the Chairman.

HONORARY SECRETARY

12.3 The Honorary Secretary shall be responsible for running a secretariat to service the Institute’s requirements. He shall keep proper records of Minutes of the Institute’s meetings together with attendances at such meetings.

He shall present to all members the following:
a. the minutes of the previous Annual General Meeting,
b. the annual report of the Institute at least 14 days before the Annual General Meeting.

ASSISTANT HONORARY SECRETARY

The Assistant Honorary Secretary shall assist the Honorary Secretary and act on his behalf in his absence.

HONORARY TREASURER

12.4 The Honorary Treasurer shall receive all monies due and pay all monies owed by the Institute. He/She shall cause proper records and accounts to be kept of:

a. receipts and payments and of the matters in respect of which such receipts and payments take place,
b. the assets and liabilities of the Institute.

He/She shall present his/her audited statement of accounts for the financial year ending 31st March to all members of the Institute, at least 14 days before the Annual General Meeting.

ASSISTANT HONORARY TREASURER

The Assistant Honorary Treasurer shall assist the Honorary Treasurer and act on his behalf in his absence.

AUDITORS

13.1 The Annual General Meeting two voting members not of the Executive Council will be elected as Honorary Auditors. They shall hold office for one term and may not be re-elected for a consecutive term and will be required to audit the yearly accounts of the Institute. They may be required by the Executive Council to audit the Institute’s accounts for any period within their tenure of office of any time and make a report to the Executive Council.

13.2 A firm of certified public accountants shall be appointed or re-appointed by the Executive Council to audit the accounts of the Institute and its subsidiary company subject to ratification of the appointment at the annual general meeting.

BANKING ARRANGEMENTS

14 All subscriptions and monies due to the Institute shall be paid into an account at a bank approved by the Executive Council. All cheques for necessary disbursements must be signed by the Honorary Treasurer or Assistant Honorary Treasurer and any one of the following: the Chairman, a Vice Chairman or the Honorary Secretary.

EXPULSION

15 The Executive Council shall have power to cancel membership of any member who is deemed to have acted contrary to the SQI code of conduct and interests of the Institute. Such an action may be considered at any meeting of the Executive Council and will need the support of not less than two-thirds of the members of the Executive Council in order to be carried out.

AMENDMENTS TO THE CONSTITUTION

16 The Institute at its Annual General Meeting or at an Extraordinary General Meeting may amend this Constitution or make such rules as may be deemed desirable. Any amendments or additions to the Constitution must be tabled 14 days before an Annual General Meeting or an Extraordinary General Meeting and to be passed they shall require the approval of not less than two-thirds of the members present in the meeting. Any amendments or additions to the Constitution passed shall not be enforced or applied except with the prior approval of the Registrar of Societies.

PROHIBITIONS

17.1 Gambling of any kind such as the playing of “paikow” or “mahjong” whether for stakes or not, are forbidden on the Institute’s premises. The introduction of materials for gambling or opium smoking and of bad characters into the premises is prohibited.

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

17.3 The Institute shall not engage in any Trade Union activity as defined in the Trade Union Ordinance.

17.4 The Institute shall not hold any lottery, whether confined to its members or not, in the name of the Institute or its office-bearers, Committees or members.

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

DISSOLUTION

18.1 The Institute shall not be dissolved, except with the consent of not less than 3/5 of the members of the Institute for the time being resident in Singapore, expressed either in person or by proxy at a General Meeting convened for the purpose.

18.2 In the event of the Institute being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Institute shall be fully discharged, and the remaining funds shall be donated to relevant organisations as approved by the Executive Council.

18.3 Certificate of Dissolution shall be given within 7 days of the dissolution to the Registrar of Societies.

DISPUTES

19. In the event of any dispute arising amongst the members, they shall table the matter for resolution before an Extraordinary General Meeting to be held in accordance with the Constitution. If the members fail to resolve the matter as the Extraordinary General Meeting, they shall bring the matter before a Court of Law for resolution.