1. Names & Place Of Business
The Society shall be known as the FINNISH BUSINESS COUNCIL and is hereinafter referred to as “FBC”.
The registered place of business of the FBC shall be at 101 Thomson Road #21-03, United Square, Singapore 307591 or at such other address as from time to time may be determined by the Board and approved by the Registrar of Societies.
The objective of the FBC is to promote trade between Finland, Singapore andother South East Asian countries by creating networking opportunities, enabling information exchange and sharing best practises.
(a) There shall be the following categories of members:
· Corporate Members – Cat A (more than 5 employees in Singapore)
· Corporate Members – Cat B (5 or fewer employees in Singapore)
· Individual Members
· Honorary Members
The term “Member” used hereinafter shall refer to an applicant who had signed the application form and was elected as a Member in accordance with Article 4. The term “Member” shall include representatives duly appointed by Corporate Members to vote at General Meetings.
(b) Corporate Membership shall be open to all firms and companies incorporated, registered or represented in Singapore and in other South-East Asian countriesin which there is a direct or indirect Finnish business interest. All the staff of a Cat A corporate member can join the activities of FBC. No more than5 staff of a Cat B corporate member can join the activities of FBC.
(c) Individual Membership shall be open to any persons, resident in Singapore, 21 years of age or above, who is engaged in business or a profession in Singapore, but whose company does not qualify for Corporate membership. The membership is only dedicated to the person registered.
(d) Honorary Membership
The General Meeting may on the recommendation of the Board elect as Honorary Members persons who have made significant contributions to promote trade between Finland and South East Asian countries. An Honorary Member shall enjoy all rights and privileges of Membership except that they shall not be qualified to be officers or Members of the Board or to veto at General
(e) Admission of Membership, whether Corporate, Individual or Honorary shall be at the absolute discretion of the Board and the Board’s decision as to an applicant’s qualification for Membership under Clauses 3(b), (c) and (d) shall be final and conclusive.
(f) Only Corporate Members shall be entitled through their duly appointed representatives to vote at General Meetings. Corporate Members may have one or more executives participating in all the FBC meetings.
(g) Visiting businessmen from Finland may participate in the General Meetings as visitors.
4. Definition Of Members
(a) Application for election as a Member shall be made in such form as may be determined by the Board.
(b) All applications for Membership shall be scrutinized by the Board and all applications shall be elected by the Board by a majority vote.
(c) Upon election, the name and address of the Member shall be entered in the Register of Members and the fact of his election shall be communicated to him by the Secretary or FBC.
(d) The new Member elected shall also be furnished with a copy of these Rules and a request to remit to the FBC within one (1) month from the date of such request the amount of his first subscription. Upon payment of his first subscription, he shall become a member of the FBC and be entitled to all the benefits and privileges of Membership and be bound by these Rules.
(e) If such subscription is not paid within one (1) month from the date of such request as aforesaid, the election of such candidate shall be void, unless he shall satisfy the Board that the delay in payment was due to either absence from Singapore or other sufficient cause.
5. Annual Subscription
(a) The annual subscription payable by all categories of Members is to be determined by the Annual General Meeting (AGM).
(b) All annual subscriptions (except the first subscription) of a new Member as provided by Article 4(d) shall be payable by the end of April, following the Annual General Meeting.
(c) All annual subscriptions shall be paid to FBC. Cheques shall be made payable to the “Finnish Business Council”.
(d) If any Member shall fail to pay his annual subscription on or before the first day of the second month next after it has become due, notice shall be sent to him calling his attention thereto, and if he shall not pay the amount within one (1) month from the posting of such notice, the Board may in its absolute discretion deny the Member all the benefits and privileges of membership until the default is rectified.
6. Resignation, Suspension And Expulsion
(a) A Member may at any time by giving fourteen (14) days’ notice in writing to the Secretary resign his membership, but shall continue to be liable for any subscription or other sum due and unpaid at the date of his resignation.
(b) If any Member were to persistently violate these Rules or if his conduct in or out of the FBC shall in the opinion of the Board be injurious to the character or interest of the FBC or be derogatory to such Member’s station in society, the Board shall after enquiry and notice given, suspend a Member whose conduct is in question from all his privileges for a period not exceeding six (6) months or expel such Members. Where the Board intends to exercise its powers of suspension or expulsion, the Member in question shall be given notice of the nature of complaints against him and such a Member shall also be given reasonable opportunity to explain his conduct verbally or in writing.
7. The Board
(a) The Board of five (5) Board Members comprising the Chairman, Deputy Chairman, Secretary, Treasurer and a Board Member and up to four (4) alternate Board Members shall, subject to Article 7(e), be elected annually at an Annual General Meeting. Members of the Embassy of Finland whose names appear on the official Diplomatic List published by the Government of Singapore will not be eligible for appointment to the Board. Nevertheless, they may become members of the Council should they wish to do so. The Board shall invite them to attend its meeting whenever it will be considered that their advice might be of any assistance.
(b) The Annual General Meeting shall each year elect five (5) Board Members and up to four (4) alternate Board Members from duly appointed representative of Corporate Members. A minimum of four (4) Board Members are to be elected from the duly appointed representatives of Corporate Members.
(c) The five Board Members will choose in their first Board meeting, a Chairman, Deputy Chairman, Secretary, Treasurer and a Board Member.
(d) A Member shall hold office on the Board (whether in the same or different capacity) for a period of not more that five (5) consecutive years, and such Member shall not be eligible for re-election until they have been out of office for a minimum period of one year.
(e) In the event of a vacancy on the Board, the vacancy shall be filled by the alternate Board Members who stands first in accordance with the order of priority under Article 7(f) and if there is more than one vacancy, the vacancies shall be filled by the next succeeding alternate Board Member or Members as the case may be, in the order of priority under Article 7(f), following which the vacancies shall be filled by the next succeeding temporary alternate Board Member as the case may be, in the order of appointment pursuant to Article 7(i).
(f) Names of the Board Members shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of theMembers. Voting for the five (5) Board Members and up to four (4) Alternate Board Members shall be conducted concurrently. Any Corporate Member or Individual Member can submit candidate names for the Board, preferably no later than two (2) months before the scheduled Annual General Meeting. The Chairman will present a final candidate list at the Annual General Meeting. The five names which receive the highest number of votes shall be the five Board members whilst the following four names which receive the next highest number of votes shall be the alternate Board Members. In the case of two or more candidates receiving an equal number of votes, the election shall be determined by ballot. For the purposes of voting the five Board members and up to four alternative Board Members, each Corporate Member shall be entitled to a total of nine (9) votes.
(g) Of the up to four Alternate Board Members, the candidate receiving the highest number of votes shall be placed first and the other candidates shall be placed in descending order in accordance with the number of votes received by them.
(h) Where the number of alternate Board Members is less than two (2), the Board may appoint up to two (2) temporary additional alternate Board Members. Such board appointed temporary alternate Board Members shall automatically vacate office at the next Annual General Meeting (unless they are elected as permanent members of the Board at such Annual General Meeting).
(i) The Board shall meet at least eight (8) times every year and four (4) elected Members of the Board shall form a quorum. In the event of equality of votes, the Chairman if present or in his absence, the Deputy Chairman shall have a casting vote. The Board shall decide all questions by a simple majority. Unless agreed otherwise by the Board from time to time, seven (7) days’ notice is required before the holding of any Board meetings.
(j) The Board may not act contrary to decision made at General Meetings without first referring such matters to a General Meeting for approval.
(k) The Board shall have power to authorize the expenditure of such sums as it may deem fit from the FBC’s fund for the purposes of promoting and furthering the objective of the FBC.
(l) The Board shall have power to appoint, pay and dismiss such officers as it may deem necessary.
8. Sub Committee
(a) The Board may also from time to time appoint from amongst members such other sub-Committees as they may deem necessary expedient and may depute or refer to them such of the powers and duties of the Board as the Board may determine. All sub-Committees shall periodically report their proceedings to the Board and shall conduct their business in accordance with the directions
of the Board.
(b) In the event of any Member ceasing to be a Member of the Board, he shall automatically ceased to be a Member of the sub-Committee and another Member ofthe Board shall be appointed in his place.
9. Annual General Meetings
(a) The management of the FBC is vested in a general meeting of the members presided over by the Chairman. The Annual General Meetings shall be held in the month of March each year upon a date and at a time to be fixed by the Board for the following purposes:
· to decide the annual subscriptions payable by both the Corporate and Individual Members
· to receive from the Board a Report of Activities, a Balance Sheet and Statement of Accounts for the preceding financial year and a Budget for the current financial year
· to elect members of the Board comprised in Article 7 for the following year
· to appoint auditors for the ensuing year
· to decide on any resolution which may be duly submitted to the meeting as hereinafter provided
· to transact any other business
(b) Any Member desirous of moving any resolution at the Annual General Meeting shall give notice in writing to the Chairman not less than one week before the date of such meeting.
(c) The Board may at any time for any special purpose call an Extraordinary General Meeting and shall do so forthwith upon the requisition in writing of at least (5) Members stating the purpose for which the meeting is required.
(d) At least fourteen (14) days before the Annual General Meeting or Extraordinary General Meeting, a written notice of such meeting and of the business to be transacted thereat shall be sent to every Member. The Report, Balance Sheet, Statement of Accounts and estimate shall be placed in the registered place of business of the FBC at least fourteen (14) days before such meeting.
(e) At all General Meetings, the Chairman and in his absence, the Deputy Chairman shall take the chair. Every Corporate Member present shall be entitled to one vote upon every motion, and in case of an equality of votes, the Chairman shall have a second or casting vote. Upon a request by a majority of those present, the voting is to be conducted by a secret ballot.
10. Office Bearers
(a) The Chairman or in his absence, the Deputy Chairman shall:
· preside at all General Meetings of the FBC and shall be responsible for the proper conduct of business at such meetings
· have a second or casting vote at all General Meetings
· represent FBC in its dealings with the Governments of Finland and Singapore and other Governmental agencies, the mass media and the public
(b) The Secretary shall:
· keep and maintain all records, except financial records of the FBC
· record the minutes of all meetings and to record all the decisions of the Board relating to matters arising out of the meetings
· keep and maintain the Register of Members
· notify the Registrar of Societies within the prescribed time of any changes in the officer bearers and in the Rules of the FBC
(c) The Treasurer shall:
· receive all subscription fees and all other monies coming to FBC and shall keep the necessary books of all financial transactions
· issue and sign receipts, vouchers and other related documents for monies received on behalf of FBC
· prepare and submit an Annual Statement of Income and Expenditure and Balance Sheet as at 31st March each year for submission to the Annual General Meeting
· pay into a bank to be named by the Board all monies received on behalf of the FBC except such sum which is the opinion of the Board should be retained to meet petty cash expenses of the FBC
· sign all Cheques issued by the FBC together with the Chairman or Deputy Chairman
11. Quorum At General Meeting
In any General Meeting, Annual or Extraordinary, not less that 25% of the Members entitled to receive notice of and vote at such meeting shall form a quorum provided that if within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to the same day one week later, at the same time and place, and if at the adjourned meeting, a quorum is not present within half an hour from the time appointed, the Members present shall constitute a quorum but they will have no power to alter, amend or make additions to any of the existing Rules.
12. Accounts & Audit
(a) The financial year of the FBC shall end on the 31st day of December each year, to which day the accounts of the FBC shall be balanced.
(b) At every Annual General Meeting, two members of FBC not being Members of the Board, shall be elected to serve as auditors and another two such members shall be elected alternate auditors for the ensuing year. The auditors shall audit the accounts of the FBC not less than fourteen (14) days before the Annual General Meeting.
13. Amendments To Rules
(a) No alternations or additions to these Rules shall be made except at a General Meeting or at an Extraordinary General Meeting.
(b) One (1) calendar month’s notice by Member entitled to vote of the intention to propose any new Rules or amendments shall be given to the Board who shall cause the same to be posted at the registered office and shall send notice of the same to every Member entitled to vote at his address in the Members’ Register at least two (2) weeks before the General Meeting.
(c) No new Rules or amendments shall be enforced or applied without the prior written approval of the Registrar of Societies.
The Board shall be the sole authority for the interpretation of these Rules and the decision of the Board upon any question of interpretation or upon any matter affecting the FBC and not provided for by these Rules shall be final and binding on the Members unless altered or reversed by resolution of the Members of the FBC at an Annual General Meeting or at an Extraordinary General Meeting.
(a) The FBC shall be dissolved except with the consent of three quarters (3/4) of the Corporate Members at a General Meeting convened for the said purpose.
(b) In the event of the FBC being dissolved, all debts and liabilities shall be fully discharged and the disposal of the remaining funds shall either be decided by the General Meeting or donated to charitable institutions.
(c) Notice of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.
(a) Gambling of any kind and the playing of paikow or mahjong, whether for stakes or not, is forbidden on the FBC’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
(b) The funds of the FBC shall not be used to pay the fines of members who have been convicted in Court.
(c) The FBC shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any Trade Union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
(d) The FBC shall not hold any lottery, whether confined to its members or not, in the name of the FBC or its officer-bearers, Board or members.
(e) The FBC shall not indulge in any political activity or allow its funds and/or premised to be used for political purposes.
(f) The FBC shall not raise funds from the public for whatever purpose without the written approval of the Registrar of Societies and other relevant authorities.
17. Finnish Supplementary School
Finnish Supplementary School (FSS) is administratively a part of Finnish Business Council. FSS
(i) is a separate sub-entity under the FBC;
(ii) is responsible for all aspects of its operation;
(iii) prepares its financials, and is a line item in FBC’s financials; and
(iv) is responsible for its funding and all regulatory etc. reporting.
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