CONSTITUTION OF SINGAPORE FASHION COUNCIL
(FORMERLY KNOWN AS TEXTILE AND FASHION FEDERATION (SINGAPORE))
Approved by the Registry of Societies on 28 April 2020
1. This Federation shall be known as the Singapore Fashion Council (formerly known as Textile and Fashion Federation (Singapore)) or such other name as approved by Council and the Registrar of Societies.
PLACE OF BUSINESS
2. The Federation’s registered office and place of business shall be at 250 Orchard Road #02-01 Singapore 238905 or such other address as may subsequently be decided upon by Council and approved by the Registrar.
3. The Federation shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
DEFINITIONS AND INTERPRETATION
4. In this Constitution:
“Annual General Meeting” shall mean the General Meeting referred to in Rule 28.
“Applicant” shall mean a Person, Firm, Company, Foreign Company, society or any other legal entity who or which is applying to be a Member.
“Application” shall mean an application to be a Member.
“Application Fee” shall mean a non-refundable administrative fee if any, that is payable when a Membership Application Form is submitted.
“Appointed Councillors” shall mean councillors appointed pursuant to Rule 39 and Rule 51.2.23.
“Auditor” shall mean the auditor of the Federation.
“Authorised Representative” shall mean a senior management officer, partner or sole-proprietor, as the case may be, appointed in writing by a Member and approved by the Federation to be its authorized representative in all dealings with the Federation and at all proceedings of the Federation including at any General Meeting, In the case of a Member who is an individual that Member shall be the Authorised Representative.
“Committee” shall mean any committee that is formed by Council to carry out certain specified tasks or duties assigned by Council.
“Company” shall mean a company incorporated in Singapore under the Companies Act (Cap. 50).
“Constitution” means this Constitution with amendments approved by the Registrar from time to time.
“Co-Trustee” shall mean a Person who is appointed in the capacity as a trustee.
“Council” and “the Council” shall mean the governing body of the Federation referred to in Rules 37, 38 and 39.
“Council Member” or “Councillor” shall mean a Member who is elected or appointed to Council.
“Council Meeting” shall mean a meeting of Council.
“Court” shall mean any court in Singapore.
“Election Year” shall mean the year after the first anniversary of the date of the Annual General Meeting at which Council Members were last elected.
“Entrance Fee” shall mean the one-time fee payable by an applicant to become a member.
“Executive Committee” shall comprise office-bearers pursuant to Rule 44 and Rule 53.
“Existing Executive Committee” shall mean the elected and appointed members under adopted Constitution dated 27 June 2014.
“Federation” shall mean the society registered under the Societies Act (Cap. 311) known as the Singapore Fashion Council (formerly known as Textile and Fashion Federation (Singapore)) or such other name as it may adopt from time to time with the approval of the relevant authorities.
“Financial Year” shall mean the financial year commencing on the 1st day of April in a year and ending on the 31st day of March in the following year.
“Firm” shall mean any of the following and shall be admitted as Member only in the legally registered business name of the Firm:
(a) A Person carrying on business as a sole proprietorship registered in Singapore; or
(b) Two or more Persons, carrying on business in a partnership or limited liability partnership registered in Singapore.
“Foreign Company” shall mean a company corporation or organization which is incorporated in any jurisdiction outside of Singapore.
“General Meeting” shall mean a meeting of the Members and shall include an Annual General Meeting.
“Immovable Properties” shall mean all immovable properties, including all leasehold property.
“Investments” shall mean any and all assets of whatever nature that are acquired by the Federation.
“Member” shall mean any member of the Federation, regardless of whether the member is an Ordinary or Associate Member.
“Notice of Meeting” shall mean the notice in writing that issued by the Federation to inform and notify the Members of the appointed date and time of the General Meeting.
“Notice Period” shall mean the period of time that has to elapse between the service of the Notice of Meeting and the holding of the General Meeting referred to in that Notice of Meeting.
“Ordinary Resolution” shall mean a resolution that has been approved or consented to by more than 50% of the Ordinary Members, who were present and voting, at a duly convened General Meeting.
“Person” shall mean a natural person.
“Proxy” shall have the meaning in Rule 36.
“Registrar” means the Registrar of Societies appointed under the Societies Act (Cap. 311).
“Requisition” shall mean a request made in writing by the Ordinary Members for a General Meeting to be convened.
“Requisitioning Member” shall mean an Ordinary Member who has signed a Requisition.
“Rules” shall mean the numbered rules in this Constitution.
“Society” shall mean one registered under the Society Act (Cap. 311) or the law of any country.
“Subscription Fee” shall mean the fee payable by a Member.
“Subscription Payment Date” shall mean the date for payment of subscription as determined by the Federation.
“Trustee” shall mean the trustee or trustees for the Federation appointed at any duly convened Council Meeting.
“Voting Member” shall mean a Member who has the right to vote in any General Meeting.
5. Further, unless the context otherwise requires or permits:
5.1 References in the singular shall include the plural and vice versa;
5.2 Words denoting any gender shall include all genders;
5.3 Any reference to a statutory provision shall include such provision as may from time to time be modified, amended, re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any of the provisions in this Constitution; and
5.4 Any reference to a document includes:
5.4.1. That document, as may be from time to time, modified, amended or supplemented; and
5.4.2. Any document which amends, modifies or supplements that document.
6. The objects for which the Federation is established are:
6.1 To represent and champion the interests of those engaged in the textile, garment, fashion, design and lifestyle industry and all related businesses, industries and activities as Council may determine (herein referred as “the Fashion Industry”).
6.2 To work with government and other public bodies, trade chambers and associations, businesses and other interest groups related to the Fashion Industry to further the interests of the Federation and its members and to promote Singapore as a strategic and innovative hub of the Fashion Industry.
6.3 To encourage and promote the use of best practices, innovation, skills development and international commercial co-operation to advance and develop the ecosystem of the Fashion Industry.
6.4 To act as central advisory, consultative and coordinating body for the Fashion Industry in Singapore and to represent it internationally.
7. In furtherance of the above objects, the Federation may:
7.1 Subscribe or become a member of other relevant trade chambers or associations, where necessary;
7.2 Borrow or raise any money required for the purposes of the Federation upon such terms and in such manner and on such securities as the Federation may determine and in particular by the issue of debentures or debenture stock charge upon all or any of the property of the Federation;
7.3 Acquire any stocks, shares, securities, movable or immovable property and any assets in the name of the Federation as the Federation may from time to time deem fit;
7.4 Sell, improve, manage, develop, exchange, lease, mortgage, dispose of or otherwise deal with all or any part of the property belonging to the Federation;
7.5 Construct upon any premises acquired by the Federation, any building or buildings for the purposes of the Federation and to alter, add to or remove any building upon such premises; and/or
7.6 Engage in commercial ventures and set up companies.
8. The Federation shall have the following categories of Membership:
(a) Ordinary Member; and
(b) Associate Member
9. The criteria for membership are set out in Rules 10 and11. Admission as an Ordinary Member or Associate Member shall be at the sole discretion of Council.
10. Ordinary Member: Companies, branches of foreign companies, partnerships, sole-proprietorships, and firms, engaged in the Fashion Industry and which are registered in Singapore and maintain such registration may be admitted as an Ordinary Member.
11. Associate Member The following may be admitted, at the entire discretion of the Federation as an Associate Member provided, they do not qualify as an Ordinary Member:
11.1 Associate Member (Corporate): Any business entity, society or association whether registered in Singapore or elsewhere and any government institutions and agencies; and
11.2 Associate Member (Individual): Any Person whether residing in Singapore or elsewhere.
All references to Associate Member(s) in this Constitution shall mean to both the above categories.
12. Voting Rights
12.1 Ordinary Members shall have voting rights at General Meetings. Each Ordinary Member shall have one vote which may be exercised by its Authorised Representative or a proxy of the Authorised Representative. A proxy must be the Authorized Representative of the Ordinary Member. A proxy may not represent more than two (2) Ordinary Members at any General Meetings.
12.2 Associate Members shall be entitled to attend General Meetings and be represented by their Authorised Representatives or proxy but shall have no voting right.
13. Representation of Members on Council
13.1 Ordinary Members with an annual revenue turnover of SGD10 million and above shall at Annual General Meeting of Election Year be entitled to elect from amongst their Authorised Representatives 4 Council members.
13.2 Ordinary Members with an annual revenue turnover of less than SGD10 million shall at Annual General Meeting of Election Year be entitled to elect from amongst their Authorised Representatives 3 Council members.
13.3 For the purposes of Rules 13.1 and 13.2, the annual revenue turnover shall be disclosed by the Ordinary Member to the Federation at the time of application for membership and thereafter every two years on renewal of membership.
14. A Member shall at all times:
14.1 Be represented in all dealings with the Federation by only its Authorised Representative. Decisions and actions of the Authorised Representative shall be binding on the Member he or she represents. Any act or omission of the Authorised Representative shall be deemed to be the act or omission of the Member represented by the said Authorised Representative; and
14.2 Have the right, except for an Associate Member (Individual):
14.2.1 At any time to revoke the appointment of its Authorised Representative by sending a notice in writing to Council, and such revocation shall only be effective from the date of such receipt by Council; and
14.2.2 To appoint another Person as its Authorised Representative by sending a notice in writing to Council and such new appointment of its Authorised Representative shall only be effective from the date of the notice in writing from Council approving the said new appointment.
15. A Member shall be entitled to enjoy all membership privileges and/or benefits of the Federation in accordance with the applicable terms and conditions provided that at the time that such privileges and/or benefits are to be enjoyed by the Member:
15.1 The Member’s membership has not expired or been terminated or suspended; and /or
15.2 The Member does not owe the Federation any money.
16. The types of membership privileges and/or benefits and the applicable terms and conditions thereto shall be determined by Council. Without prejudice to the generality of the aforesaid, Council shall have the right to do any of the following as it shall deem fit:
16.1 Change, amend, modify, add, remove, withdraw or discontinue any type of membership privileges and/or benefits; and
16.2 Change, amend, modify, add or remove any term and/or condition applicable to any type of membership privileges and/or benefits.
APPLICATION FOR MEMBERSHIP
17. Any Applicant who wishes to become a Member will have to submit an Application to the Federation for consideration and approval at its entire discretion.
18. Council shall determine the relevant Rules in relation to the consideration and approval of any and all Applications.
19 Council shall decide:
19.1 Whether or not to approve an Application;
19.2 Whether the Applicant shall be an Ordinary Member or Associate Member; and
19.3 If the application is for ordinary membership, whether the Applicant has provided satisfactory proof of its annual revenue turnover.
20. Where an Application is approved, the Applicant will be notified in writing by The Federation of the approval of the Application, the applicable Entrance fee and subscription fee payable and the Subscription Payment Date.
21. Where an Application is not approved or rejected for any reason whatsoever, the Federation shall not be obliged to give any reason for its decision.
ENTRANCE FEE, SUBSCRIPTION AND OTHER DUES
22. Members shall pay the Subscription Fee on the Subscription Payment Date without any demand, deduction, set-off or counterclaim.
23. The Entrance Fee and the Subscription Fee and the date for payment shall be determined by Council and may be varied by Council from time to time.
TERMINATION OF MEMBERSHIP
24. A Member may at any time terminate his membership in the Federation by giving to Council one (1) month’s prior notice in writing. For the avoidance of doubt, the effective date of termination of his membership pursuant shall be one (1) month from the date of receipt by Council of the said written notice from the Member.
25. The Federation may at any time terminate the membership of a Member in the Federation by giving to the said Member one (1) month’s prior notice in writing. For the avoidance of doubt, the effective date of termination of the membership of the said Member shall be one (1) month from the date the said written notice is sent to the Member’s last known address.
26. Notwithstanding any other provision in this Constitution, the Federation shall have the right, at its option, to terminate the membership of a Member with immediate effect by giving a notice in writing to such effect to the said Member under any of the following circumstances:
26.1 Where the Member ceases to be part of the Fashion Industry;
26.2 Where the Member is in arrears in payment of three (3) months’ of the Subscription Fee or any other dues or monies;
26.3 Where the Member enters into any form of arrangement or composition with his creditors;
26.4 Where the Member is insolvent or is deemed to be unable to pay his debts when due;
26.5 Where the Member is a Person, he has an order of Court made against him for bankruptcy.
26.6 Where the Member is a Company, it has:
26.6.1 Passed a resolution to wind itself up; or
26.6.2 An order of Court made against it:
(a) For it to be wound up, with the appointment of a liquidator; or
(b) For judicial management, with the appointment of a judicial manager.
26.7 Where the Member is a Foreign Company, it has a receiver, administrator, liquidator or such other person in a similar capacity appointed (whether pursuant to court proceedings or otherwise) to handle any of its assets and/or affairs.
26.8 Where the Member is a Firm:
26.8.1 There is a change of its constitution; or
26.8.2 It has a receiver appointed to handle the affairs of the Firm with a view to the dissolution of the Firm;
26.8.3 It has one (1) or more partners or members of the Firm who:
(a) Has entered into any form of arrangement or composition with his creditors;
(b) Is insolvent or is deemed to be unable to pay his debts when due; or
(c) Has an order of Court made against him for bankruptcy.
26.8.4 Provided that Rules 26.8.1 and 26.8.2 will not apply where:
(a) The change of constitution of the Firm or the appointment of the receiver was occasioned only by the admission, retirement or death of a partner; and
(b) The business of the Firm continues to be carried on under the same name as when the Firm became a Member.
27. The effect of the resignation by a member or termination of the membership of a Member shall be as follows:
27.1 The said Member shall not be entitled to enjoy any membership privileges or benefits on or after the effective date of termination of his membership; and
27.2 The termination of the membership of the said Member shall not affect his liability to pay to the Federation any Entrance Fee, Subscription Fee and/or debts owed to the Federation that had accrued and/or was in arrears as at the effective date of termination of the membership of the said Member.
27.3 Except as otherwise expressly provided in this Constitution, the Federation shall not be obliged or liable to the said Member to refund any part of the Entrance Fee and/or Subscription Fee which has already been paid.
28. Annual General Meeting: The following provisions shall apply to all Annual General Meetings of the Federation:
28.1 An Annual General Meeting shall be held once every year and within three (3) months after the close of each Financial Year.
28.2 The business to be conducted at an Annual General Meeting shall be as follows:
28.2.1 To receive and consider financial statements of the Federation (whether in draft, approved and/or audited) for the preceding Financial Year.
28.2.2 To elect and appoint in an Election Year:
(a)The members of Council in accordance with Rules 13.1, 13.2 and 39; and
(b)The Auditor; and/or
28.2.3 To consider and decide on any other business or matter that Council shall deem fit, as may have been notified to the Members in the Notice of Meeting and the accompanying agenda.
29. All General Meetings: Subject to any applicable legislation and any provision in this Constitution expressly stating otherwise, the following provisions shall apply to all General Meetings including General Meetings:
29.1 The President shall be the chairman of a General Meeting and in his absence, the Vice-President shall be the Chairman. In the absence of both, the Ordinary Members present at the meeting shall elect a chairman for the meeting from amongst Councillors elected pursuant to Rules 13.1 and 13.2 who are present at the meeting;
29.2 Except as otherwise expressly provided for in this Constitution, a General Meeting may be convened at any time by Council, as it may deem fit, by:
(a) Serving on all the Members a Notice of Meeting and an agenda setting out the matters to be considered at the General Meeting; and
(b) Allowing the required Notice Period to expire before holding the General Meeting.
30. Requisitioned Meeting: Council shall convene a General Meeting within forty-five (45) days from the date of receipt of a Requisition. The procedure for the aforesaid shall be as follows:
30.1 Council shall within 7 days of receipt of a Requisition:
30.1.1 Determine, with or without consultation with one (1) or more of the Requisitioning Members:
(i) The type of resolution that is sought to be passed at the requested General Meeting. No resolution shall be permitted to alter, amend or make additions to the Constitution;
(ii) The required Notice Period for the requested General Meeting; and
(iii) The date, time and venue of the General Meeting.
30.1.2 Issue and serve on all the Members a Notice of Meeting and the agenda of the General Meeting (that is based on the agenda accompanying the Requisition).
30.2 Council shall then only hold the General Meeting after the required Notice Period has expired.
31. Notice Period for General Meeting:
The relevant Notice Period shall be Twenty-one (21) days in all cases.
32.1 No business shall be transacted at any General Meeting unless a quorum is present.
32.2 The quorum required for a General Meeting shall be as follows:
32.2.1 The quorum for all General Meetings at the first instance shall be 20 Authorised Representatives of the Ordinary Members. In the case of a Requisitioned meeting the quorum shall be as aforesaid and all of the Requisitioning Members.
32.2.2 If there is no quorum after half an hour from the scheduled commencement time of the General Meeting, the General Meeting shall proceed with the Members present but the Members shall have no power to alter, amend or make additions to this Constitution or to make any decision relating to the acquisition and/or disposal of any Immovable Property or Investment.
32.2.3 If there is still no quorum, at a Requisitioned meeting the Requisitioned Meeting shall not proceed and may not be adjourned.
33. Unless otherwise expressly required by law or this Constitution, all decisions of the General Meeting shall be made by an Ordinary Resolution.
34. In the event of an equality of votes, the chairman of the General Meeting shall have a second or casting vote.
35. Voting shall generally be done by a show of hands of the Authorised Representatives of the Ordinary Members. Voting shall only be done by way of a ballot if so determined by the Chairman at the General Meeting.
36. Proxy: Any Authorised Representative of an Ordinary Member shall have the right to appoint a proxy to attend and vote at a General Meeting on his behalf. The appointment of a proxy must be in accordance with the terms specified and, in the form, prescribed by the Federation and must be delivered to the Federation not later than 24 hours before the commencement of the General Meeting. An Ordinary Member under Rules 13.1 and 13.2 may only appoint a Proxy who is an Authorised Representative of an Ordinary Member under Rule 13.1 or Rule 13.2, respectively.
37. The general management and supervision of the Federation shall be entrusted to Council.
38. Each Council Member must be an Authorised Representative of a Member. For the avoidance of doubt, no Associate Member shall have the right to nominate a candidate as a Council Member.
NUMBER AND TERM OF COUNCILLORS
39. Council shall comprise not more than 12 Council members of whom up to 7 shall be Authorised Representatives elected at an Annual General Meeting in accordance with Rule 13 and not more than 5 shall be appointed by Council during its term.
40. All elected Councillors shall hold office for a term of 2 years.
41. All Appointed Councillors shall hold office till the end of the term of Council unless otherwise determined by Council.
NOMINATION AND ELECTION OF COUNCILLORS
42. Unless otherwise expressly stated in this Constitution, each of the nominee for Council Members under Rules 13.1 and 13.2 shall be separately elected at a duly convened Annual General Meeting in an Election Year. If there are insufficient nominees standing for election to fill the positions under Rule 13, the nominees standing for election shall be returned unopposed without the need for a vote to be taken and shall be deemed elected.
43. The procedure for election of Council Members at an Annual General Meeting in an Election Year shall be as follows:
43.1 At least 21 days before an Annual General Meeting in an Election Year the Hon. Secretary shall inform the Members in writing:
43.1.1 Nominations of candidates of Ordinary Members for election as Councillors is invited and that each nomination must be signed by a proposer seconder and the candidate, all of whom must be Authorised Representatives of Ordinary Members;
43.1.2 The number of positions in Council that may be filled by the Authorised Representatives of Ordinary Members;
43.1.3 How to obtain and submit the prescribed nomination form; and
43.1.4 The closing date for nominations shall be at least 10 days before the date fixed for the annual general meeting.
43.2 Each Ordinary Member may nominate more than one candidate for election.
43.3 Within 4 days after the close of nominations, the Hon. Secretary shall notify all Members by posting on the Federation’s official website the names of all eligible candidates validly nominated.
43.4 All Ordinary Members shall be entitled to vote for any of the candidates referred to in Rule 43.3. The candidates with the highest number of votes at the Annual General Meeting will be elected to Council until all the positions are filled. Voting shall be by show of hands unless the chairman of the meeting decides that voting shall be by ballot. For the avoidance of doubt, all Ordinary Members shall have the right to vote for nominees for Council under both Rule 13.1 and Rule 13.2.
43.5 In the event the number of nominees does not exceed the number of positions in Council set out in Rule 13, all the nominees shall be deemed elected unopposed.
OFFICE BEARERS AND COUNCILLORS
44. The Federation shall have the following office bearers;
(a) A President;
(b) A Vice President;
(c) A Hon. Secretary; and
(d) A Hon. Treasurer.
The office bearers shall jointly form the Executive Committee.
45. Within 7 days of Councillors being elected at a General Meeting, the elected Councillors shall hold their first council meeting to elect, from amongst the elected Councillors, the President. The meeting shall be convened by the secretariat of the Federation. The quorum for this meeting shall be at least two thirds of the elected Councillors and the election shall be by a simple majority. At the same Council meeting the elected President shall choose from amongst the Councillors the Vice-President, the Hon Secretary and the Hon Treasurer with the agreement of those so chosen who shall be deemed elected to those positions.
46. An Hon Treasurer may hold office for only 2 consecutive terms.
47. A Council Member, whether elected or appointed, shall automatically vacate his office if:
47.1 He is not to act as an officer of any registered society by virtue of the provisions in the Societies Act (Cap. 311);
47.2 He dies, becomes a lunatic or is of an unsound mind;
47.3 During his term of office, he or the organization he represents ceases to be a Member;
47.4 He absents himself from three (3) consecutive meetings of Council:
(a) Without special leave of absence by Council; and
(b) A resolution is passed by the majority of Council at a duly convened Council Meeting to the effect that he has by virtue of such absence vacated his office.
47.5 He submits a notice of resignation in writing to Council; or
47.6 By an Ordinary Resolution passed at a duly convened General Meeting that he is removed from office.
48. These provisions shall apply if there are any vacancies in Council:
48.1 Council may act notwithstanding any vacancy in its number if the total number of Council Members at that time is not less than 4 elected Councillors of whom at least 3 must be the officers mentioned in Rule 44.
48.2 If there is a vacancy in the office of the President, Council shall appoint the Vice-President to be the President. If the Vice-President declines the appointment, Council shall elect a President from amongst its elected Councillors.
48.3 When there is a vacancy in the office of the Vice-President, the Hon Secretary or the Hon Treasurer, the President may appoint any elected Councillor to fill the vacancy.
PRECEEDINGS AND POWERS OF COUNCIL
49. Proceedings of Council
49.1 The following shall apply to the proceedings of any Council Meeting:
49.1.1 The President shall be the chairman of Council and shall have a casting vote.
49.1.2 Unless otherwise expressly provided in this Constitution, a decision of Council shall be made by way of a resolution that has been passed by a majority, of Councillors who are present and voting at Council Meeting.
49.1.3 Council shall hold not less than three (3) Council Meetings in a year.
49.1.4 Any Council Member may call a Council Meeting by giving three (3) days’ notice in writing to all the other Council Members.
50.1 No business shall be transacted at any Council Meeting unless a quorum is present. The quorum required for a Council Meeting shall be as follows:
50.1.1 The quorum for all meetings of Council at the first instance shall be four (4) Council Members with voting right. Meetings may be conducted by electronic means as provided in the Constitution.
50.1.2 If there is still no quorum after half an hour from the scheduled commencement time of the adjourned Council Meeting, the number of Council Members who are present at that time shall constitute a quorum for the said adjourned Council Meeting. The Constitution may not be amended or any decisions made to sell and/or purchase any Immovable Property and/or Investment at such a meeting.
50.2 In the event of an equality of votes, the chairman of Council Meeting shall have a second or casting vote.
50.3 Except as otherwise expressly provided in this Constitution, Council is free to determine the rules that are to apply to its proceedings.
50.4The decisions of Council shall be valid and binding on the Federation.
51. Powers of Council
51.1 The management of all of the affairs and funds of the Federation shall be vested in Council and Council shall have the power to do all such acts and things that may be exercised or done by the Federation that is not expressly directed or required to be done by a General Meeting according to any legislation, law or provision of this Constitution.
51.2 Without prejudice to the generality of the aforesaid, Council shall have the following powers:
51.2.1 To create:
(a) An advisory board, whether temporary or permanent, to provide advice and assistance to Council; and
(b) Any positions or offices in such an advisory board which may be filled by any number of Persons who are not Members;
51.2.2 To invite and appoint any Persons to fill the positions or offices of the advisory board and to remove any such Persons from such positions or offices.
51.2.3 To appoint committees or sub-committees, whether temporary or permanent, for whatever purposes as Council may deem fit or to remove any such committee or sub-committee.
51.2.4 To delegate any of its powers to any committee or sub-committee subject to such conditions as Council may deem fit, or to remove or withdraw such delegated powers.
51.2.5 To make, vary and repeal any rules or by-laws of any committee or sub-committee as Council may deem fit.
51.2.6 To make, vary and repeal any rules or by-laws for the regulation of the affairs of:
51.2.7 The Federation;
(a) The officers or servants of the Federation;
(b) The Members; or
(c) Any of its advisory board, departments, sections or sub-committees of the Federation.
(d) To pay the costs, charges and expenses which are preliminary and incidental to the formation, establishment and registration of the Federation.
51.2.8 To purchase all articles and things which may from time to time be required by the Federation and to pay for the same in cash or otherwise as Council deems fit.
51.2.9 To purchase, lease or otherwise acquire any land, building, houses or other immovable property in Singapore as may be required or deemed expedient by Council for the purposes of the Federation.
51.2.10 To enter into contracts and to cause the Federation to perform all covenants, conditions and agreements contained in or reserved by any deed or contract to which the Federation may be a party or which may have been assigned to the Federation.
51.2.11 To insure and keep insured, on such terms as may be deemed fit by Council, all or any of the buildings, articles or other property of the Federation against loss or consequential loss of revenue or other income by fire or theft.
51.2.12 To execute all deeds, agreements, contracts, receipts and other documents that may be necessary or expedient for the purposes of the Federation.
51.2.13 To commence, institute, prosecute, defend, compromise or submit to arbitration all such claims, action and suits in the name of the Federation as Council may deem necessary or expedient.
51.2.14 To make and give receipts, releases and other discharges for money paid to the Federation for any claims and demands of the Federation.
51.2.15 To determine the manner in which bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents are to be signed or executed by or on behalf of the Federation.
51.2.16 To execute, in the name and on behalf of the Federation, in favour of any Council Member or any other person who may incur or be about to incur any personal liability for the benefit of the Federation, such charge or mortgage of the Federation’s property (whether present or future) on such terms (even where such mortgage contains a power of sale) to be agreed upon as Council shall deem fit.
51.2.17 To establish, support or aid in the establishment and support of any association, institution, fund or trust that is to benefit employees or ex-employees of the Federation or their dependents on such terms as Council deems fit.
51.2.18 To subscribe, give or guarantee money, on such terms as Council deems fit, for the purposes of the Federation.
51.2.19 To invest and deal with any of the monies of the Federation not immediately required for the purposes of the Federation in such manner and on such terms as Council deems fit, and to vary or realize any such investments from time to time.
51.2.20 To raise or borrow money for the purposes of the Federation and to secure the repayment of such money in such manner and upon such terms and conditions as Council deems fit, including but not limited to issuing of debentures or debenture stock of the Federation which charges the property and assets (whether present or future) of the Federation.
51.2.21 To enter into arrangements, upon such terms and conditions as Council deems fit, with any other associations, registered societies or federations that are formed for the protection and/or better development of the Fashion Industry in Singapore or elsewhere and that have:
(a) The same or similar objectives as the Federation; or
(b) Objectives that is not inconsistent with the objectives of the Federation.
51.2.22 To make or agree to such rules or by-laws, that Council shall deem fit and expedient.
51.2.23 To appoint to Council not more than 5 Authorised Representatives from amongst its Members and such Appointed Councillors shall have no voting right.
DUTIES OF OFFICE BEARERS
52. Except as otherwise expressly provided in this Constitution, the following shall apply to each of the following officers of the Federation:
(a) The President shall be the chairman of all General Meetings and Council Meetings.
(b)The Vice-President shall assist the President;
(c) The Hon. Secretary shall be responsible for the general administration of the Federation and the keeping and of all secretarial records.; and
(d) The Hon. Treasurer shall supervise the financial management, keeping of the accounting records of the Federation and complying with statutory requirements for the preparation and filing of financial statements.
(e)The Vice-President may, as directed or instructed by the President, deputize for the President in his absence.
53. The office bearers per Rule 44 shall constitute the Executive Committee of the Federation and the Executive Committee shall have the responsibility for implementing the decisions of Council. The Executive Committee shall report to Council at Council meetings.
ACCOUNTS & REPORTS
(a) Shall cause proper books of accounts to be kept at the registered office of the Federation or at such other place or places; and
(b) May from time to time direct any Person to be in charge of the safekeeping and custody of the said books of accounts of the Federation.
55. Right of inspection
55.1 Council Members shall have the right to inspect all the accounts, books and documents of the Federation at any time.
55.2 Except as may be permitted by law, or authorized by this Constitution, Council or a General Meeting, no Member shall have the right to inspect any account, book or document of the Federation.
55.3 Council shall from time to time determine whether and to what extent and at what times and places, and under what conditions and regulations the accounts, books and documents of the Federation or any of them shall be open to the inspection of the Members.
56. At each Annual General Meeting, Council shall lay before the Members the finalized or audited financial statements of the Federation for the preceding Financial Year, which shall include:
(a) An income and expenditure account of the Federation; and
(b) A balance sheet containing a summary of the assets and liabilities of the Federation.
ELECTRONIC COMMUNICATIONS AND CIRCULAR RESOLUTIONS
57. All Council meetings and Executive Committee meetings may be conducted by telephone or video conference calls. The quorum for such meeting shall be similar to meeting in person.
58. Decisions of Council and the Executive Committee may be taken by circular resolutions; in which case the minutes or resolution must be signed by majority of its respective members.
AUDIT AND FINANCIAL YEAR
59. A firm of certified public accountants shall be appointed as the Auditor.
60. The Auditor shall be appointed at an Annual General Meeting in an Election Year. Unless otherwise decided at the Annual General Meeting appointing the Auditor, the Auditor shall hold the appointment until the Annual General Meeting in the next Election Year.
61. The Auditor shall be eligible for re-appointment except where such re-appointment shall cause the Auditor to hold such office for more than a period of six (6) consecutive years.
62. The Auditor:
62.1 Shall audit all the accounts of the Federation and of all funds connected with or controlled by the Federation;
62.2 Shall be required to audit each Financial Year’s accounts and present a report upon them to the Annual General Meeting; and
62.3 May be required by the President to audit the Federation’s accounts for any period within the tenure of office of the Auditor at any date and make a report to Council.
63. All Immovable Properties, assets of any type and Investments of the Federation may be vested in the Trustee(s) to hold on trust for the Federation pursuant to a declaration of trust. All Immovable Properties, shall be held on trust for the Federation by either a limited liability Company or Trust Company.
64. The trustee or trustees for the Federation shall be appointed at any duly convened Council Meeting and they must be any of the following (“Trustee”):
(a) A limited company;
(b) A trust company; or
(c) The President and Vice-President acting as joint co-trustees until the end of their term of office.
65. The Federation may by an Ordinary Resolution passed at a duly convened Meeting of Council do any of the following:
(a) Appoint the Trustee;
(b) Remove the Trustee or any Co-Trustee and to appoint at the same Council Meeting another Trustee or Co-Trustee to fill the vacancy caused by the said removal; and
(c) Appoint another Trustee or Co-Trustee to fill any vacancy in the position of the Trustee. which may have been caused by the resignation or death of the Trustee or any Co-Trustee, as the case may be.
66. A Trustee automatically vacates his office if:
(a) he resigns or vacates office;
(b) he dies, becomes a lunatic or is of an unsound mind;
(c) he is continuously absent from Singapore for a period of more than one (1) year;
(d) he is found guilty by a Court of an offence or misconduct of such kind as to render it undesirable for him to continue in his office as a Co-Trustee; or
(e) the Trustee is a corporate entity, the Trustee resigns or becomes insolvent.
67. Council shall immediately notify the Registrar, if so required, of:
(a) The appointment of the Trustee, if any
(b) The removal of the Trustee or any of the Co-Trustees; and/or
(c) any change in the Trustee or any of the Co-Trustees.
68. Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act (Cap. 250), is forbidden on the Federation’s premises. The introduction of materials for gambling or drug taking and of bad characters into the Federation’s premises is prohibited.
69. The funds of the Federation shall not be used to pay the fines of Members who have been convicted in Court.
70. The Federation 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.
71. The Federation shall not indulge in any political activity or religious activity or to allow its funds and/or premises to be used for such purposes.
72. The Federation shall not engage in gambling activities.
73. The Federation shall not raise funds from the public for whatever purposes without the prior approval in writing of any relevant authorities, if such approval is required by law.
AMENDMENTS TO CONSTITUTION
74. The Federation shall not amend this Constitution without the prior approval in writing of the Registrar.
75. Without prejudice to any other provision of this Constitution, no alteration or addition/ deletion to this Constitution shall be made except where a resolution of a General Meeting is passed:
(a) At a General Meeting convened for this purpose; and
(b) With the consent of three-fifths (3/5) of the Ordinary Members who are present and voting at the General Meeting.
TRANSITIONS TO PROVISIONS
76. On the date of this amended Constitution being approved by the Registrar of Societies;
76.1 the membership of all Group I and Group II members shall be converted to Ordinary members as follows:
(a) All Group I and Group II members having an annual revenue turnover of S$10million and above shall be Ordinary Members under Rule 13.1, and
(b)All Group I and Group II members having an annual revenue turnover of under S$10million shall be Ordinary Members under Rule 13.2.
76.2 All Group III members shall be Associate Members under Rule 11 as appropriate, provided they do not qualify as Ordinary Members under Rules 13.1 and 13.2. If Group III members qualify as Ordinary Members, then their Group III membership shall be converted to Ordinary Membership by reference to Rules 13.1 and 13.2.
77. Notwithstanding the conversion of membership pursuant to Rule 73, there shall be no change in the membership fee from that paid prior to the coming into effect of this amended Constitution. Provided always that Council shall be entitled to vary the membership fee at any time after June 2021.
78. Upon coming into effect of this amended Constitution, the Existing Executive Committee and the Council shall have the power to give effect to its Rules in accordance with its true intent and meaning. For the avoidance of doubt, the Existing Executive Committee shall remain in office until the election of the Councillors in accordance with this amended Constitution.
79. The Existing Executive Committee in office before this amended Constitution came into effect, shall remain in office and shall carry out their duties in accordance with the Constitution which was in force, prior to this amended Constitution coming into effect.
80. In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, Council shall have power to use its own discretion. The decision of the Council shall be final unless it is reversed at a General Meeting.
81. In the event of any dispute concerning matters of the Federation arising amongst the Members, they shall attempt to resolve the matter at a General Meeting in accordance with this Constitution. Should the Members fail to resolve the matter, they may bring the matter to arbitration but only after a genuine attempt at mediation both conducted under the rules of the Law Society of Singapore’s scheme for mediation or arbitration as appropriate.
82. The Federation shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total Ordinary Members for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for this purpose.
83. In the event of the Federation being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Federation shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of Ordinary Members may determine or donated to an approved charity or charities in Singapore.
84. A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar.