[{"id":"f3f4b3a7-e05c-400e-ab69-55458d35a9ab","order":1,"text":"THE COMPANIES ACT 1967","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"3050f46e-3fc3-4044-8ce3-d88699b0d7d7","order":2,"text":"REPUBLIC OF SINGAPORE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d5a3573f-fc59-4dcf-a15d-d32ce2a64df2","order":3,"text":"A PUBLIC COMPANY LIMITED BY GUARANTEE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"55deb2fd-bbd7-477e-ae39-f7a7d7b45631","order":4,"text":"AND NOT HAVING A SHARE CAPITAL","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0fa1833e-4c8e-47b0-a1ab-0af33cb8fa91","order":5,"text":"CONSTITUTION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"19b83d24-5c25-4ec6-945c-a42fab305fd3","order":6,"text":"OF","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c73a0c49-90c4-469a-a6f8-b908510b986b","order":7,"text":"[Name of the Company] LIMITED","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"fb9c2ee1-0115-4cff-baa8-74d61edc7191","order":8,"text":"1. NAME","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"a60b2554-afb8-4384-8145-1452209427a6","order":9,"text":"The name of the company is [Name of the Company] Limited (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0bee1ea-38d5-4448-98e6-b87fcc208d79","order":10,"text":"Where the Company is registered as a charity under the Charities Act 1994 and the Registrar has approved the omission of the word "Limited" from its name pursuant to section 29A of the Companies Act 1967, the Company may omit that word, and references in this Constitution to the name of the Company are to be read accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"35564bc4-92af-4cd8-92c4-f4591e59fad3","order":11,"text":"2. REGISTERED OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"b00863fb-a6ca-4d49-be36-3f27734c2ad4","order":12,"text":"The registered office of the Company is situated in the Republic of Singapore at [Registered office address], or at such other place in Singapore as the Board of Directors may from time to time determine. Notice of any change of the registered office shall be lodged with the Registrar of Companies in accordance with the Companies Act 1967.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2654846e-33b0-4c13-820e-02161be74953","order":13,"text":"3. LEGAL STATUS AND LIABILITY OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"84ed490d-8340-4db7-8f34-8a8265f42fe9","order":14,"text":"The Company is a public company limited by guarantee and does not have a share capital. The liability of the members is limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0e2337c-887c-4028-850e-3babb5ecea5c","order":15,"text":"Every member of the Company undertakes to contribute to the assets of the Company, in the event of its being wound up while he or she is a member or within one year after the date on which he or she ceases to be a member, for payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding [Guarantee amount per member] (the "Guarantee").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c397544-432e-4a28-beb1-4447766351f1","order":16,"text":"The number of members with which the Company proposes to be registered is [Initial number of members], but the Board of Directors may from time to time register an increase of members. No member shall be required to contribute any sum exceeding the Guarantee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1bab0e25-59b8-495f-a496-4940e3612101","order":17,"text":"4. OBJECTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"6bffeb4f-fbc3-48ea-947a-6c3cbdc8c0e8","order":18,"text":"The Company is established for non-profit purposes. The objects for which the Company is established are:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28cd9a64-a26c-4b0f-9f4a-43fc6d3a817d","order":19,"text":"[Objects / purposes of the Company]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e52cd05e-23c1-4c4f-98c1-9e504f09d02b","order":20,"text":"The objects of the Company are exclusively charitable within the meaning of the law of Singapore, and the Company shall not pursue any object that is not charitable. No object of the Company shall be carried out or construed so as to enable the Company to engage, otherwise than in an ancillary manner, in any trade or business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"42f6442d-b6f1-4d7a-a45d-9e9c28d7e369","order":21,"text":"In furtherance of the above objects, but not otherwise, the Company shall have the powers conferred on companies by the Companies Act 1967, including, without limitation, the powers to acquire, hold and dispose of property; to receive gifts, grants, donations and subscriptions; to open and operate bank accounts; to invest the moneys of the Company not immediately required; to borrow and raise money in such manner as the Company thinks fit; to employ and remunerate staff; and to do all such other lawful things as are incidental or conducive to the attainment of the objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61cffd23-7b78-4522-b41b-602a3c6c3664","order":22,"text":"Provided that the Company shall not support with its funds, or endeavour to impose on or procure to be observed by its members or others, any regulation or restriction which, if an object of the Company, would make it a trade union.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75093e61-296d-4232-b19b-8cd8485e24cf","order":23,"text":"5. APPLICATION OF INCOME AND PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"127b99bd-3d6d-4b1c-88ea-f561283633be","order":24,"text":"The income and property of the Company, from wherever derived, shall be applied solely towards the promotion of the objects of the Company as set out in this Constitution, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7e66db4-3dbe-4c81-949a-947e36b68621","order":25,"text":"Nothing in this Constitution shall prevent the payment, in good faith, of: (a) reasonable and proper remuneration to any officer or employee of the Company (not being a member of the Board of Directors) for services actually rendered to the Company; (b) interest at a reasonable rate on money lent to the Company by any member; (c) reasonable and proper rent for premises demised or let to the Company by any member; and (d) out-of-pocket expenses properly incurred by any member of the Board of Directors in connection with the affairs of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be9fe1b1-fb06-4cc8-bfce-d9cf02915dd1","order":26,"text":"6. RESTRICTIONS ON BENEFITS TO DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S06"},{"id":"3017178a-5e47-4539-be3a-52398ad1daf4","order":27,"text":"Save as expressly permitted by the clause on the application of income and property, no member of the Board of Directors shall be appointed to any salaried office of the Company, or to any office of the Company paid by fees, and no remuneration or other benefit in money or money's worth shall be given by the Company to any member of the Board of Directors, except repayment of out-of-pocket expenses, in accordance with the requirements applicable to registered charities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"1ce1deb1-8eac-4ab9-af9c-4d3f9f5fb0a3","order":28,"text":"7. MEMBERSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"946afdb1-d314-4b77-bfa7-dbeaec8a3d8a","order":29,"text":"The subscribers to this Constitution and such other persons as are admitted to membership in accordance with this Constitution, and whose names are entered in the register of members, are members of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"428f5822-9f97-4357-85c5-3e13f8827545","order":30,"text":"Admission to membership shall be by resolution of the Board of Directors. The Board may, in its absolute discretion and without assigning any reason, decline to admit any person to membership. Membership is not transferable and shall cease upon the death of a member, upon resignation by written notice to the Company, or upon removal by the members or the Board in accordance with this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6271d9e3-cde7-42eb-a7f6-af5b3f81dc57","order":31,"text":"The Company shall keep a register of members at its registered office and shall enter therein the particulars required by the Companies Act 1967. No person shall be recognised by the Company as holding any membership upon any trust.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9b595ca-2b15-46ae-b1c0-0b8aa391fdd9","order":32,"text":"The Company may admit such classes of membership (including ordinary, founding, honorary or associate members) as the Board may from time to time determine, with such rights and obligations as the Board may prescribe by bye-laws, provided that only ordinary members shall be entitled to vote at general meetings unless otherwise resolved by the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54d26a63-75e7-4661-a621-bfd33e9ac21e","order":33,"text":"8. SUBSCRIPTIONS AND FEES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"d096a65d-c3bb-4cd1-8e0e-a71a9db87b5c","order":34,"text":"The members shall pay such entrance fees and annual or periodic subscriptions, if any, as the members may from time to time determine in general meeting. A member whose subscription is in arrears for such period as the Board may prescribe may, after written notice, be suspended from the rights and privileges of membership until the arrears are paid, and the Board may treat continued default as a ground for cessation of membership.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8278304-101d-4ff2-b608-22f43c932bcb","order":35,"text":"All subscriptions, fees, donations and other moneys received by the Company shall be applied solely towards the objects of the Company in accordance with this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"047456c1-4e4b-41f2-b35d-b9a83d468607","order":36,"text":"9. CESSATION AND EXPULSION OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"53d0f9f4-4190-4825-a01b-ca05cc5e9e60","order":37,"text":"A member shall cease to be a member upon death; upon resignation by notice in writing delivered to the secretary; upon failing to pay any subscription due after due notice; or upon expulsion in accordance with this clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fcbe053-c567-43d6-bf92-b84d68427ba2","order":38,"text":"The Board may, by a resolution passed by not less than two-thirds of the directors present and voting at a meeting convened for the purpose, suspend or expel any member whose conduct, in the opinion of the Board, is or is likely to be injurious to the character, objects or interests of the Company, or who has wilfully contravened this Constitution or any bye-law. No member shall be expelled or suspended without first being given written notice of the grounds and a reasonable opportunity to be heard by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"524790c8-c1fe-4a91-a6fb-70e920a3f313","order":39,"text":"A member who is suspended or expelled shall remain liable for any subscription or other sum owing to the Company up to the date of cessation, and shall not be entitled to any refund of subscriptions or to any interest in the property of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85644795-8585-4b54-b310-81248add4404","order":40,"text":"10. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"a7728ef9-24fb-4d84-8612-accc798d075b","order":41,"text":"The Company shall hold an annual general meeting in each calendar year in accordance with the Companies Act 1967. All general meetings other than annual general meetings are extraordinary general meetings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18f8242e-b177-4580-bd67-208d37b4b368","order":42,"text":"An annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than fourteen (14) days' notice in writing, and any other general meeting by not less than fourteen (14) days' notice in writing, or such longer period as is provided in this Constitution. A meeting may be called by shorter notice with the consent of the members to the extent permitted by the Companies Act 1967.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc537e6d-086a-426e-87a6-c1f1809af178","order":43,"text":"Notice of every general meeting shall be given to all members, to the auditor (if any) and to every member of the Board of Directors. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. [Quorum for general meetings] members present in person or by proxy shall be a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f7c80ec-f5a3-4244-bf59-e42a6ee87138","order":44,"text":"The chairperson of the Board of Directors shall preside as chairperson at every general meeting. At any general meeting a resolution put to the vote shall be decided on a show of hands unless a poll is demanded. On a show of hands every member present in person has one vote, and on a poll every member has one vote. In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ed924e1-9195-4428-b0f0-a5e32a15246e","order":45,"text":"A member may appoint a proxy to attend and vote in his or her stead. The instrument appointing a proxy shall be in writing and deposited at the registered office not less than forty-eight (48) hours before the time appointed for holding the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b10e6a85-e986-4800-8571-592117239257","order":46,"text":"To the extent permitted by the Companies Act 1967, a general meeting may be held by means of any technology that allows all persons participating to communicate simultaneously and instantaneously, and a member so participating shall be deemed present and entitled to vote. A resolution in writing signed or assented to by all members entitled to vote shall be as valid and effectual as if it had been passed at a general meeting duly convened and held, save where the Act requires a matter to be transacted only at a meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"68b21197-7ced-4532-ba8f-964c09fc2674","order":47,"text":"11. BOARD OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"375f44c3-98d7-472f-95f1-304bb1cad573","order":48,"text":"The business and affairs of the Company shall be managed by the Board of Directors (the "Board"), who may exercise all the powers of the Company that are not, by the Companies Act 1967 or by this Constitution, required to be exercised by the Company in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82dd9bf3-9eef-4ffc-a197-6fbb619625ed","order":49,"text":"The number of directors shall be not less than [Minimum number of directors] and not more than [Maximum number of directors]. At least one director shall be ordinarily resident in Singapore. The first directors of the Company are the persons named in this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a34830f-ab2c-4450-ba7c-2d2c60b9f397","order":50,"text":"So long as the Company is a registered charity, the Board shall comprise at least three (3) members, of whom at least two (2) shall be ordinarily resident in Singapore, and the offices of chairperson, treasurer and secretary shall not be held by the same person, in accordance with the requirements applicable to registered charities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"ba3195c4-04f6-475f-9236-fecf711dc817","order":51,"text":"A director need not be a member of the Company. The members may by ordinary resolution appoint any person to be a director and may by ordinary resolution remove any director before the expiration of his or her period of office. The Board may at any time appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, subject to the maximum number.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6b7336b-3cd0-4ddf-b079-3a3a62ff86ea","order":52,"text":"The office of a director shall be vacated if the director becomes disqualified from acting as a director under the Companies Act 1967, resigns by notice in writing, becomes of unsound mind, or is absent from meetings of the Board for a continuous period of [Director absence period before vacating office] without leave of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2fc398ff-42b9-4f38-9c4d-fcfebc94c046","order":53,"text":"No member of the Board who has served for a maximum of [Maximum consecutive years on the Board] consecutive years shall be re-appointed until a lapse of at least one year, in accordance with good governance practice for registered charities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"fd8f7db5-51f0-482b-8a18-d215c496a118","order":54,"text":"The members may, by ordinary resolution and on the recommendation of the Board, appoint one or more patrons, honorary advisers or honorary members in recognition of distinguished service or support. Such persons shall have no right to vote at, and shall not be counted in the quorum of, meetings of the members or of the Board unless they are otherwise duly appointed directors or voting members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24cdf9bc-1dc5-4b20-81fd-b0dc14ea20e0","order":55,"text":"12. DISQUALIFICATION OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"c0af93af-cabc-42fd-b4e0-4c7f82e426b5","order":56,"text":"The office of a director shall be vacated, and a person shall be disqualified from being appointed or continuing as a director, if he or she is disqualified from acting as a director under the Companies Act 1967; becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or is found to be of unsound mind or otherwise incapable of managing his or her affairs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4573957c-7471-44b9-9966-01e23c54d5e4","order":57,"text":"In addition, for so long as the Company is a registered charity, a person shall be disqualified from being or acting as a member of the Board if he or she is disqualified under the Charities Act 1994, including where the person has been convicted of an offence involving dishonesty or deception, is an undischarged bankrupt, or has been removed from a position of trust in a charity by the Commissioner of Charities. Where any director becomes so disqualified, the Board shall remove the director and notify the Commissioner of Charities as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"1b09971e-71a3-411b-a933-1b033a1228f5","order":58,"text":"13. PROCEEDINGS OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"2d5c21ac-5209-4164-ad76-0bf7751a4c20","order":59,"text":"The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes, and in the case of an equality of votes the chairperson shall have a second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e4cc0d32-8759-4e13-a958-0d9943e67021","order":60,"text":"The quorum necessary for the transaction of the business of the Board shall be [Quorum for Board meetings] directors. A resolution in writing signed by all the directors for the time being shall be as valid and effectual as if it had been passed at a duly convened meeting of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb269d00-ea04-4d7c-9e61-5fb9fa0236bc","order":61,"text":"A director who is in any way, directly or indirectly, interested in a transaction or proposed transaction with the Company shall declare the nature of his or her interest in accordance with the Companies Act 1967, and shall not vote in respect of that matter nor be counted in the quorum for that part of the meeting. The Company shall maintain a register of directors' interests, and the Board shall adopt and review a conflict-of-interest policy governing the disclosure and management of actual, potential and perceived conflicts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ed84b51-3701-45cb-b198-d3f479561c1e","order":62,"text":"A meeting of the Board may be held by means of any technology that allows all participating directors to communicate simultaneously and instantaneously, and a director so participating shall be deemed present at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc08a816-1838-4404-9735-66d263370ccd","order":63,"text":"The Board shall cause proper minutes to be kept of all general meetings of the Company and of all meetings of the Board, and such minutes, if purporting to be signed by the chairperson, shall be evidence of the matters stated therein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35030b50-78c8-436d-81d4-5a4233aaa901","order":64,"text":"14. COMMITTEES AND DELEGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"615c3d98-eafe-4015-b59c-e4e51c552273","order":65,"text":"The Board may delegate any of its powers to one or more committees consisting of such persons (whether or not directors) as it thinks fit, and may from time to time revoke such delegation or discharge any such committee. Every committee shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board and shall report its proceedings to the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5b95c5e-eb36-4b9e-ad9e-2c6f6bcaf285","order":66,"text":"The Board may appoint, and at its discretion remove or suspend, such managers, officers, employees and agents for permanent, temporary or special services as it considers necessary, and may determine their duties and remuneration, subject always to the clause on the application of income and property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91012ba3-5691-48ce-84df-b61a0b104562","order":67,"text":"15. OFFICE-BEARERS, SECRETARY AND SEAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"20980664-73a0-4f4a-9edf-ea1668c8ae58","order":68,"text":"The Board shall appoint from among its members a chairperson, a treasurer and a secretary, and may appoint such other office-bearers as it considers necessary. The Company shall have a company secretary appointed in accordance with the Companies Act 1967, and at least one such secretary shall be ordinarily resident in Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7911bfd3-706b-4b92-8ddb-741c5b50d473","order":69,"text":"The Board shall provide for the safe custody of any common seal of the Company. The seal shall be used only by the authority of the Board, and every instrument to which the seal is affixed shall be signed by one director and countersigned by the secretary or by a second director or other person appointed by the Board for the purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f520e0e3-c587-499a-9e47-371bfcbd3f04","order":70,"text":"16. ACCOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S16"},{"id":"70384e2a-6b1c-43a7-b5ac-337cf2d1b952","order":71,"text":"The Board shall cause proper accounting and other records to be kept, and shall distribute copies of the financial statements and other documents as required by the Companies Act 1967. The financial year of the Company shall end on [Financial year-end date] in each year, or on such other date as the Board may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa1dc5e5-1f1d-4927-b902-a47f9797c65a","order":72,"text":"The financial statements of the Company shall be prepared in accordance with the applicable financial reporting standards and laid before the Company at its annual general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"833d4b32-ef48-486c-8cea-ab14b6a12412","order":73,"text":"Every member and director shall have the right to inspect the registers, minute books and accounting records of the Company to the extent provided by the Companies Act 1967 and any bye-laws, at such reasonable times as the Board may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b86c32a-4817-44c9-8a99-269a0e60888a","order":74,"text":"17. FINANCIAL MANAGEMENT, BANKING AND BORROWING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"2cec37e2-1e93-4cc6-9b0b-ecbd335e8209","order":75,"text":"All moneys of the Company shall be paid into such bank account or accounts in the name of the Company as the Board may direct. The Board shall determine the persons authorised to operate such accounts and to sign cheques, instructions and other financial instruments, and shall require that payments above such threshold as the Board may set be authorised by not fewer than two authorised signatories.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd84c0aa-abf2-45db-81c6-3fbab07e16d1","order":76,"text":"The Board shall put in place appropriate internal financial controls and procedures for the proper administration of the Company's funds, including budgeting, reserves, procurement and the safeguarding of assets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e245f98-efff-4558-ba61-3b08dfb7ff40","order":77,"text":"The Board may borrow or raise money for the purposes of the Company, and may secure the repayment of such money in such manner as it thinks fit, provided that any borrowing is consistent with the objects and the non-profit character of the Company and, where the Company is a registered charity, with the requirements applicable to charities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3361e38-fc7a-4675-853b-bc7bdbe5fe2a","order":78,"text":"18. AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S18"},{"id":"abf5e029-c73c-465a-9317-b0bc8335998f","order":79,"text":"Auditors shall be appointed and their duties regulated in accordance with the Companies Act 1967, save where the Company is exempt from audit requirements under that Act. The accounts of the Company shall be examined and the correctness of the financial statements ascertained by the auditor or, where the Company is exempt from audit, in such manner as the Board determines consistent with the law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac9f52f0-cbed-4e54-921f-b13994c83e24","order":80,"text":"19. INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S19"},{"id":"6c545fe2-00cc-477c-907c-f7952aaae441","order":81,"text":"Subject to the provisions of and so far as may be permitted by the Companies Act 1967, every director, secretary and other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted, or in connection with any application under the Act in which relief is granted by the Court in respect of any negligence, default, breach of duty or breach of trust.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7adaf26d-8d01-4306-afab-f3dc89f6c15f","order":82,"text":"To the extent permitted by law, the Company may purchase and maintain insurance for the benefit of any director, officer or employee against any liability incurred by him or her in that capacity, provided that no such indemnity or insurance shall extend to any liability arising from fraud, dishonesty or wilful default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d03a1063-215c-483b-a9eb-e7d18e92ebe6","order":83,"text":"20. RULES AND BYE-LAWS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S20"},{"id":"9befd045-abf1-4e72-8c1e-e3a1cce93f72","order":84,"text":"The Board may from time to time make, alter and repeal such rules and bye-laws as it considers necessary or expedient for the proper conduct and management of the Company, provided that such rules and bye-laws are not inconsistent with this Constitution or the Companies Act 1967. The Board shall adopt means of bringing such rules and bye-laws to the notice of members, who shall be bound by them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ee56220-21e7-4f91-82af-63413d330bd6","order":85,"text":"21. ALTERATION OF CONSTITUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S21"},{"id":"f965eae1-3a49-46cf-956d-b905440ea02b","order":86,"text":"This Constitution may be altered, added to or repealed only by special resolution of the Company passed in accordance with the Companies Act 1967.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5ff67af-73f5-461f-bcd5-ebb18c47fda6","order":87,"text":"Notwithstanding the foregoing, no alteration shall be made to the clause setting out the objects, the clause on application of income and property, or the clause on winding up and dissolution of this Constitution without the prior written consent of the Commissioner of Charities, for so long as the Company is a registered charity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"bfe680f2-08ad-4f38-b973-ac3e0f25dce5","order":88,"text":"22. TAX EXEMPTION AND INSTITUTION OF A PUBLIC CHARACTER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S22"},{"id":"137de0aa-0666-452e-a6f3-68cada06948e","order":89,"text":"For so long as the Company is a registered charity, it shall be entitled to the tax exemptions available to registered charities under the law of Singapore, and the Company shall conduct its affairs so as to maintain its charitable status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"73ccd228-646d-44c8-b1ca-1c96cf102122","order":90,"text":"Where the Company is approved as an Institution of a Public Character (IPC), it shall serve the needs of the community in Singapore as a whole without restriction to a particular group, shall issue tax-deduction receipts only for qualifying donations and in accordance with the conditions of its IPC status, and shall comply with the Charities Act 1994, the Charities (Institutions of a Public Character) Regulations and the Code of Governance for Charities and IPCs. Any breach of these requirements shall be remedied promptly and reported as required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"bdb92559-cc25-4130-bc4e-67e3b29b8fc9","order":91,"text":"23. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S23"},{"id":"02cbd1ee-b6ac-4ab2-af05-f93d650bccfd","order":92,"text":"A notice may be given by the Company to any member either personally, by sending it by post to the member at his or her registered address, or by electronic means to an address notified by the member for that purpose. Any notice sent by post shall be deemed to have been served on the day following that on which it was posted, and any notice sent by electronic means shall be deemed served on the day on which it was sent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74cb89c1-fab0-4691-841f-ca74e2fc436e","order":93,"text":"24. WINDING UP AND DISSOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S24"},{"id":"7a591a25-226e-4302-9466-44b0368d8c43","order":94,"text":"The Company may be wound up or dissolved by special resolution of the Company passed in accordance with the Companies Act 1967, and otherwise in accordance with that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"101995b8-b86a-4f1f-9aeb-c416af23b9d9","order":95,"text":"If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company by this Constitution, such institution or institutions to be determined by the members of the Company at or before the time of dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94fde238-d5fa-40f4-8782-4d36720e42c7","order":96,"text":"For so long as the Company is a registered charity, any property remaining on winding up or dissolution shall be given or transferred to one or more charities registered under the Charities Act 1994 having objects similar to those of the Company, as determined by the members and, where required, with the approval of the Commissioner of Charities; and if and so far as effect cannot be given to this provision, the property shall be applied for some charitable purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64505509-ad71-4b4a-9e29-abcb30eeed22","value":"charity","type":"add","operator":"="}]},{"id":"b34156df-5707-4191-8c7d-d2c436f6c57d","order":97,"text":"25. DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S25"},{"id":"6000bd7b-26da-4491-b8df-727d03d5725f","order":98,"text":"Any dispute arising between members, or between a member and the Company or the Board, concerning the affairs of the Company or the interpretation of this Constitution, shall in the first instance be referred to the Board, which shall seek to resolve the matter amicably. Where the dispute cannot be so resolved, the parties shall endeavour to settle it by mediation in Singapore before resorting to any other proceedings. Nothing in this clause shall prevent any party from seeking urgent relief from the courts of Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a431a354-59b2-4352-9e40-5dc795b982fc","order":99,"text":"26. FINAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S26"},{"id":"665e0602-f2a6-4aed-8ea7-34d4be9e6fd1","order":100,"text":"This Constitution constitutes the entire constitution of the Company and binds the Company and its members. No failure or delay by the Company or the Board in exercising any right or power shall operate as a waiver of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad13a98c-7632-4359-8be4-db71e54cfdec","order":101,"text":"If any provision of this Constitution is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a177c28a-6aa4-4aa1-8a2f-3af6facc8208","order":102,"text":"This Constitution shall be governed by and construed in accordance with the laws of the Republic of Singapore, and the members submit to the jurisdiction of the courts of Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae933c4b-293a-4821-868e-b9eab2eadf0a","order":103,"text":"27. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S27"},{"id":"b1d704fe-3098-43bf-8a5f-fdaeb24b3c3d","order":104,"text":"In this Constitution, unless the context otherwise requires, "the Act" means the Companies Act 1967 and any statutory modification or re-enactment thereof for the time being in force; words importing the singular include the plural and vice versa; words importing one gender include every gender; and expressions referring to writing include any mode of representing or reproducing words in a visible form. Where there is any inconsistency between this Constitution and the Act, the Act shall prevail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"eb417d68-444c-4b53-9a3d-b346117e2e0a","order":105,"text":"NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"b79bfbc4-c57e-4034-8bdd-bb58d83360ca","order":106,"text":"We, the several persons whose names, addresses and descriptions are subscribed below, are desirous of being formed into a company in pursuance of this Constitution, and we respectively agree to be members of the Company and to the guarantee set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"46b64e32-e043-4cdd-ba6a-ea223ee8b4b0","order":107,"text":"First 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____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"63662e0e-46d7-4e91-96e9-1293aa72bba4","order":112,"text":"Second subscriber","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"2ebb54b0-57e5-4503-a35a-d571b893e105","value":"1","type":"remove","operator":"="}]},{"id":"aac926c6-68e4-4eb0-be1f-4dd8f1f252c5","order":113,"text":"Name: [Subscriber 2 full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"2ebb54b0-57e5-4503-a35a-d571b893e105","value":"1","type":"remove","operator":"="}]},{"id":"a5fc1882-7568-4534-9136-d705e216bf80","order":114,"text":"NRIC / Passport / UEN: [Subscriber 2 identification 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