By-Laws of the Co-operative of SCDF Employees Limited

  1. Name, Address, and Area of Operation
    • 1.1 The Society shall be called the Co-operative of SCDF Employees Limited.
    • 1.2 The registered address of the Society shall be at Central Fire Station, 62 Hill Street, Singapore 179367. Every change of address shall be notified to the Registrar and to any non-members who may be creditors of the Society.
    • 1.3 The area of operation of the Society shall be in Singapore.
  2. Interpretation
    • 2.1 In these By-Laws, unless the context otherwise requires
      • "Act" means the Co-operative Societies Act (Cap 62 ) or any amendment thereto for the time being in force in Singapore;
      • "Allowance" means the remuneration paid to an officer of the Society in consideration of his voluntary services rendered to the Society on a regular basis pursuant to section 64 of the Act;
      • "Board" or "Board of Directors" means the governing body which is responsible for the management of the affairs of the Society;
      • "By-Laws" means the By-Laws of the Society;
      • "Central Co-operative Fund" means the fund established under section 71 of the Act;
      • "Dividend" means a portion of the net surplus of the Society distributed among the members in proportion to the paid-up share capital held by them in the Society;
      • "Employee" means a person who is a full-time paid staff of the Society;
      • "Honorarium" means a portion of the net surplus of the Society distributed among some or all of the members of the Board in consideration of their services which would not otherwise be remunerated;
      • "Manager" means the most senior executive employed by the Board to run the affairs of the Society;
      • "Member" means any person duly admitted to the membership of the Society in accordance with the By-laws;
      • "Net Surplus" means the remaining portion of the surplus after provisions have been made for the Reserve Fund, the Central Co-operative Fund in accordance with sections 70 and 71 of the Act;
      • "Officer" includes a Chairman, Vice-Chairman, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, member of Board of Directors, Employee, Internal Auditor or any other person empowered under the Act, the Rules or the By-laws to give directives with regard to the business of the Society or to supervise such business;
      • "Patronage Refund" means a portion of the net surplus of the Society distributed among the members in proportion to the volumes of business done by them with the Society from which the surplus of the Society was derived;
      • "Registrar" means the Registrar of Co-operative Societies and the Assistant Registrars of Co-operative Societies appointed under section 3 of the Act and includes a person exercising such powers of the Registrar as may have been conferred upon him under that section;
      • "Rules" means the Co-operative Societies Rules or any rules made under the Act for the time being in force in Singapore;
      • "Society" means the Co-operative of SCDF Employees Limited;
      • "Surplus" means the economic results of the Society as shown in the audited financial statement of the Society after provisions have been made for depreciation and bad debts;
      • "Words" importing the masculine gender shall include the feminine gender and words importing the singular shall include the plural.
  3. Objects
    • 3.1 The objects of the Society shall be
      • to generate sufficient surplus to finance future growth and to provide the resources needed to achieve the other objectives of the Society;
      • to grow the business at a rate that is both challenging and manageable, leading the market with innovation and adaptability;
      • to provide fire and life safety products and services to the general population and businesses at an affordable cost;
      • to provide jobs for retired SCDF officers who are also members of the Society;
      • to establish and operate such Co-operative schemes, ventures and projects subject to the approval of the Registrar.
    • 3.2 In furtherance of these objects, the Society shall be at liberty
      • to enter into contracts with members and non-members for the purchase, produce, manufacture, processing, packaging, storage, packing, transportation, display, distribution or sale of consumer goods and services and to arrange for the registration, grant or use of any trade mark, patent right, licence or permit in relation thereto;
      • to appoint or to act as representatives and agents for the purpose of carrying on the business of the Society;
      • to invest the funds of the Society in the purchase, subscription or otherwise in the acquiring and holding of trustee securities;
      • to raise funds by obtaining loans from the members and non-members subject to the Act and the By-laws;
      • to invest and deal with the fund of Society in such manner as may be decided by the Board subject to the provisions of the Act;
      • to purchase, lease, rent, hire, hold, develop, mortgage, sell or otherwise acquire, deal with or dispose of such movable or immovable properties or any portion thereof as may be required for use as shops, offices or for any other purposes of the Society for the conduct of its business and the welfare of the Co-operative movement with the previous sanction of the Registrar;
      • to do all other things as may be necessary, incidental or conducive to the attainment of any of the objects of the Society subject to the prior approval of the Registrar.
  4. Membership
    • 4.1 Membership of the Society shall be open to all employees in SCDF and its affiliated organizations. There shall be two broad categories of membership.
      • Ordinary Membership applicable for full time employed staff .i.e. Uniformed Officers and Civilian Staff.
      • Associate Membership applicable for its affiliated organizations specified in By-Law 4.16.1.
    • 4.2 Every person, applying for membership, shall
      • be 16 years of age or above;
      • be citizens of or residents in Singapore;
      • be of good character;
      • not be legally or mentally disabled;
      • not be undischarged bankrupts; and
      • not be convicted of an offence punishable with imprisonment.
    • 4.3 Application for membership shall be submitted on a form prescribed by the Board and shall be accompanied by the payment of shares and entrance fee specified in By-Laws 7.3 and 7.4, provided that such payment shall be refunded where an application for membership has been rejected.
    • 4.4 The Board shall have power to approve or reject any application without assigning any reason therefor provided that an applicant so rejected may appeal in writing to a general meeting of the Society. For the admission to membership by a general meeting, a majority of two-thirds of those present and voting shall be necessary. The election or rejection of any application shall be notified to such applicant without delay.
    • 4.5 Once the application is approved, every member shall pay the following dues:
      • Entrance fee of S$10.00; and
      • Payment for at least 20 shares subject to By-Laws 7.3.
    • 4.6 Every member who has been elected to the membership of the Society shall, on payment of the obligatory dues stipulated in By-laws 4.5, be deemed to have acquired all the rights, duties and liabilities of a member of the Society as laid down in the By-Laws unless otherwise so restricted.
    • 4.7 Every member shall, on admission, be provided with a copy of the By-Laws free of charge. Extra copies of the By-Laws may be obtained on payment of such amount as the Board may prescribe from time to time.
    • 4.8.1 Statement of Accounts shall be sent to every member at least once a year.
    • 4.8.2 A member is required to write in formally regarding any query about his accounts with the Society. To encourage a member to keep his own accounts, only queries pertaining to his past two-year's accounts from the date of query will be answered.
    • 4.9 Every member may in writing nominate one or more persons in the presence of at least two witnesses to whom sums due to him shall be paid on his death.
    • 4.10 Every member shall keep the Secretary informed of any change in his address. All notices posted or sent to his last known address shall be deemed to have been duly served.
    • 4.11 Every member shall, unless otherwise disqualified or restricted under the Act or the By-Laws, have the right to -
      • exercise such voting power specified in the By-Laws;
      • avail himself of all services of the Society;
      • stand for election to office;
      • be co-opted to hold office in the Society;
      • participate at a general meeting; and
      • enjoy all other rights provided under the By-Laws.
    • 4.12 The liability of a member, present or past, shall not exceed the nominal value of the shares held by him. The liability of a past member for the debts of the Society as they existed on the date on which he ceased to be a member shall not continue for a period of more than two years reckoned from that date.
    • 4.13 Membership shall cease by:
      • resignation subject to By-law 4.14;
      • becoming ineligible for membership in accordance with By-Law 4.1;
      • insanity;
      • permanent removal of residence beyond Singapore;
      • expulsion subject to By-law 4.15;
      • conviction of an offence punishable with imprisonment;
      • bankruptcy; or
      • death.
    • 4.14 Any member who is not liable to the Society may resign from the Society on giving 6 months' notice of resignation in writing. The Board may accept a shorter notice of resignation at its discretion. The date of cessation of membership by resignation shall be upon the expiry of the 6 months' notice or such shorter notice accepted by the Board, as the case may be. During the period of notice, such member shall not be eligible to vote or to incur fresh liabilities with the Society.
    • 4.15 A member who contravenes any of the provisions of the Act, the Rules or the By-laws or acts in any way detrimental to the interests of the society may be expelled by the Board, provided that he is given a reasonable opportunity to show cause as to why he should not be expelled. An expelled member may appeal in writing to the next general meeting, which may reverse the decision of the Board if not less than two-thirds of the members present and voting so decide.
    • 4.16.1 Associate Membership shall include individuals from the following groups:
      • Civil Defence National Servicemen (Full Time)
      • Civil Defence Operationally-Ready National Servicemen
      • Retired/Resigned SCDF Personnel
      • Civil Defence Volunteers
      • Civil Defence Association of National Servicemen (CDANS)/Civil Defence Executive Committee (CDEC) /National Fire Prevention Council (NFPC)
      • National Civil Defence Cadet Corps (NCDCC)
    • 4.16.2 Members retaining their membership under this By-Law shall make arrangement themselves for the prompt payment of all their dues to the Society.
    • 4.16.3 Such members shall not be permitted to:
      • exercise such voting power as specified in the By-Laws; and
      • stand for election to office.
    • 4.17 If an ordinary member retires or resigns from his employment, he may, with the permission of the Board of Directors, provided that he is free from liabilities as a borrower, remain as an associate member as specified in By-Law 4.16.1. He shall continue with his dues subject to By-laws 4.5.
  5. General Meeting
    • 5.1 The supreme authority of the Society shall be vested in the general meeting of members.
    • 5.2 There shall be 2 types of general meetings, Annual General Meeting and Extra-Ordinary General Meeting.
    • 5.3 Annual General Meeting shall be convened by the Board and shall be held as soon as practicable but not later than 6 months after the end of the financial year, unless the approval of the Registrar has, within the said period of 6 months, been obtained to extend that period.
    • 5.4 An Extra-Ordinary General Meeting shall be convened by the Board whenever it thinks fit, or on receipt of a requisition for such a meeting signed by at least 100 members or 20% of the total membership, whichever is the less, stating the objects of the meeting.
    • 5.5 If the Board fails to convene a meeting in accordance with By-law 5.4 within one month of receiving the requisition for the meeting, the members making the requisition shall have power to convene the meeting themselves by notice to all members of the Society stating the objects of the meeting and the fact that the Board has failed to convene the meeting.
    • 5.6 The Registrar or his representative may at any time convene a Special General Meeting and may also direct what matters shall be discussed at the meeting.
    • 5.7 Notice of every general meeting shall be sent to each member entitled to attend the meeting and to the Registrar at least 7 clear days and, in the case of a proposed amendment to the By-laws, at least 15 clear days, prior to the date of the general meeting. The notice shall state the matters for discussions and the resolutions to be proposed and no other subject shall be discussed without the consent of the majority of the members present and voting at such general meeting.
    • 5.8 The functions of the Annual General Meeting shall be:
      • to confirm the minutes of the last Annual General Meeting and any other intervening general meeting;
      • to consider the auditor's report, the report of the Board and any report made by the Registrar or his representative;
      • to approve the audited financial statements;
      • to consider and resolve the manner in which any available net surplus shall be distributed or invested subject to the provisions of the Act and the By-laws;
      • to consider and adopt any amendments to the By-Laws;
      • to elect members of the Board;
      • to consider and determine the maximum amount the Society may borrow subject to the provisions of the Act and By-Law 8.10;
      • to write off bad debts subject to the approval of the Registrar;
      • to elect two internal auditors, if necessary;
      • to appoint the external auditors;
      • to authorise the payment of allowance or honorarium subject to By-Law 6.19.1 and 6.19.2;
      • to transact any other general business of the Society of which due notice has been given to the members.
    • 5.9.1 No business shall be transacted at any general meeting unless a quorum of members is present. The quorum necessary for such transaction shall be 20% of all members qualified to vote or 50 such members, whichever is less.
    • 5.9.2 If, within 30 minutes after the time fixed for a general meeting, the members present are not sufficient to form a quorum, such meeting shall be considered as dissolved if convened on the requisition of the members; in all other cases, it shall be postponed to a date at least 7 days and not more than 14 days later, at the same time and place, and the business to be transacted at such postponed meeting shall be the same as, and no other than, that proposed for the original date of the meeting. If a quorum is not present at the postponed meeting within 30 minutes from the time fixed for the meeting, the members present shall form a quorum, except that a general meeting with such reduced quorum shall not have the power to amend the By-Laws and that any resolution passed at the meeting shall not be valid unless it is passed with a majority of two-thirds of the members present.
    • 5.10.1 Every member shall have one vote irrespective of the number of shares hold. Except as otherwise provided in the Act or in these By-laws, a question referred to the members present at a general meeting shall be decided by a majority of votes. In the case of an equality of votes, the motion shall be held to be lost. The Chairman shall have no casting vote. In the case of election of officers, voting shall be by secret ballot.
    • 5.10.2 Where it is provided in the Act or in the By-Laws that a resolution shall be passed by not less than a prescribed majority of the members present and voting at a general meeting, the resolution shall be deemed to be passed if not less than the prescribed majority of the total number of votes are cast in favour of the resolution.
    • 5.10.3 In the case of amendment of the By-laws, a resolution to amend the By-Laws shall be passed either
      • by not less than three-quarters of the total number of votes at the disposal of the members present and voting at a general meeting duly summoned; or
      • if a referendum is held, by not less than three quarters of the votes returned, provided that the voting papers have been sent to all members and that the number of returned votes is not less than one-third of the total votes entitlement or 500, whichever is the less, and the returned votes are examined and counted under the supervision of the Registrar.
    • 5.10.4 No By-Law or amendment to a By-Law of the Society shall be valid until it has been registered by the Registrar. A member of the Society shall not, without his consent in writing having been first obtained, be bound by any amendment of the By-Laws registered after he became a member, if and so far as that amendment requires him to take or to subscribe for more shares than the number held by him at the date of registration of the amendment, or to pay upon the shares so held any sum exceeding the amount unpaid upon him at that date, or in any way increases his liability to contribute to the share capital of the Society.
    • 5.11.1 Minutes of the general meeting shall be entered in the minutes book and shall contain
      • the number of members present at the meeting and the name of the Chairman who presided;
      • the time the meeting commenced and ended; and
      • all resolutions and decisions made at the meeting.
    • 5.11.2 The minutes of each meeting shall be read or shall be taken as read if previously circulated at the next meeting and shall, if confirmed or after amendment, be signed by the Chairman of that meeting and the Secretary, and when so signed shall be evidence of anything contained therein.
  6. Board of Directors
    • 6.1 The control of the affairs of the Society shall be entrusted to a Board of Directors consisting of not less than 11 and not more than 15 members.
    • 6.2 All members of the Board of Directors shall be elected at the Annual General Meeting of the Society for a term of two years. Elected Directors shall retire biennially. Retiring Directors shall be eligible to re-election unless otherwise restricted in the By-Laws.
    • 6.3 No person shall be eligible for membership of the Board of Directors or remain a member of the Board if:
      • he is under 21 years of age;
      • he is not a citizen of Singapore except with the approval of the Registrar;
      • he is an undischarged bankrupt;
      • he has been convicted of an offence involving dishonesty or moral turpitude and has been sentenced to imprisonment;
      • he has been convicted of an offence under the Act;
      • he has been dismissed as an employee of a Co-operative society;
      • he has been found to have previously misused or mismanaged funds of a Co-operative Society; or
      • he becomes ineligible under any of the By-laws.
    • 6.4 A member of the Board shall cease to hold office if:
      • he becomes ineligible for membership of the Board in accordance with By-law 6.3;
      • he passes away;
      • he becomes legally or mentally unsound;
      • he gives notice of resignation to the Board;
      • he is removed by a General Meeting; or
      • he fails to be present at three consecutive meetings of the Board without satisfactory reasons acceptable to the Board.
    • 6.5 A member of the Board, who resigns under By-Law 6.4shall not be eligible for election to the Board until after an interval of not less than one year.
    • 6.6 A member of the Board who ceases to be a member under By-law 6.4 and shall not be eligible for election until after an interval of not less than two years.
    • 6.7 If, during the term of office of the Board, a vacancy occurs in the Board, the Board of Directors may, and if the number of members falls below five, shall co-opt a member of the Society to serve on the Board until the expiry of the remaining term of office.
    • 6.8 The Board of Directors shall, immediately after their election and in any case not later than seven days from the date of the general meeting, meet and elect from among themselves, a Chairman, a Vice- Chairman, an Honorary Secretary and an Honorary Treasurer and such other officers as it deem fit. The offices of the Honorary Secretary and Honorary Treasurer may be held by one and the same person.
    • 6.9 The Board shall be empowered to appoint a Secretary and a Treasurer or a Secretary or a Treasurer from among the employees of the Society who, in such case, shall not be a member of the Board but shall have the right and duty to attend all meetings of the Board.
    • 6.10 The Board shall have power to appoint Committees or Sub- Committees from among themselves or the employees or members of the Society to be fully responsible for the daily efficient functioning of the Society or for any other purposes, which it may deem, fit.
    • 6.11.1 The Board of Directors shall represent the Society before all competent public authorities and in all dealings and transactions with third persons, with power to institute or defend suits brought in the name of or against the Society and, in general, direct and supervise the business and property of the Society and shall exercise all the necessary powers to ensure the full and proper administration and management of the affairs of the Society, except those powers reserved for the general meeting of members and subject to any restrictions duly laid down in a general meeting or in the By-Laws.
    • 6.11.2 Without limiting the generality of By-law 6.11.1, the duties and powers of the Board of Directors are:
      • to consider and approve or reject applications for membership of the Society;
      • to consider and approve or reject applications for additional shares in the Society;
      • to call for and regularly examine reports from Committees or Sub-Committees or officers or employees which will disclose the true position of the Society, its operations and financial conditions;
      • to appoint Committees or Sub-Committees;
      • to keep members informed of the progress of the Society and encourage interest and a sense of ownership on the part of the members;
      • to prepare and present to the Annual General Meeting of the Society a proposal for the distribution of any net surplus accrued during the preceding financial year, in accordance with the Act and the By-Laws;
      • to make a report to the Annual General Meeting of the work of the Board during the preceding financial year with such recommendations as they deem necessary to maintain or improve the service provided by the Society to members;
      • to consider and take immediate action on matters reported by the Registrar or the auditor;
      • to exercise any or all the powers conferred in these By-laws;
      • to sanction additional expenditure up to a maximum of $10,000 in excess of the approved budget for any one year; and
      • to carry on the business of the Society generally and to frame rules for the conduct of such business as may be necessary.
    • 6.12 A full and correct record shall be kept of all proceedings of the Board in carrying out its duties, and the records shall be available for inspection by the Registrar and by the auditor.
    • 6.13 The Board may appoint, on such terms and conditions as it thinks fit, a manager to administer and manage the affairs of the Society and may employ such other persons as it considers necessary to assist the manager in the discharge of his duties. Where a full-time Manager is appointed, all duties of the Secretary or Treasurer, or both may be delegated to such Manager. Where all duties of the Secretary or Treasurer, or both are so delegated, the Society may operate without electing a Secretary or Treasurer, or both.
    • 6.14 The Board shall meet as often as the business of the Society may require and in any case not less frequently than once in every three months.
    • 6.15 The quorum for a meeting of the Board shall be half of the number of its members. Decisions shall be taken on a simple majority of votes. The Chairman shall have no casting vote. No member of the Board shall vote on any matter in which he is individually interested.
    • 6.16 Minutes of Board meetings shall be recorded by the Honorary Secretary in the minute book and shall include
      • the number and names of those present;
      • the name of the Chairman of the meeting; and
      • a brief record of business done and decisions taken including whether each decision was taken unanimously or by a majority.
    • 6.17 In the conduct of the affairs of the Society, the members of the Board shall exercise the prudence and diligence of ordinary men of business and shall be jointly and severally liable for any loss sustained through failure to exercise such prudence and diligence or through any act which is contrary to the provisions of the Act or the Rules or the By-Laws or the directions of the general meeting.
    • 6.18 Where the Board has appointed a person as a manager or a Committee or Sub-Committee to administer and manage the affairs of the Society, such appointment shall not absolve the Board from its responsibility for the proper direction of the affairs of the Society.
    • 6.19.1 The services of all members of the Board of Directors shall be gratuitous. A member of the Board may receive an honorarium or, if he is an Honorary Secretary or Treasurer, an allowance from the Society, provided that the payment of an honorarium or allowance has to be authorised by a resolution to that effect passed by a general meeting of the Society, and the amount of the honorarium and allowance shall not exceed a sum to be fixed from time to time by the Registrar.
    • 6.19.2 An Honorary Secretary or Treasurer who is in receipt of an allowance shall not be entitled to receive an honorarium as a member or the Board.
    • 6.20.1 The duties of the Chairman shall include the following:
      • to preside at all meetings of the Board, and if necessary, at the general meetings of the Society;
      • to sign the minutes of all meetings at which such minutes are confirmed in token of their correctness;
      • to exercise general supervision over the officers and employees of the Society;
      • to represent the Society on any Co-operative organisation or for any purposes as the Board may decide;
      • to certify or sign appropriate documents, returns and statements required under the Act, the Rules, the By-Laws or the direction of the Board;
      • to serve on appropriate Committees or Sub-Committees constituted by the Board; and
      • to perform such other duties specified in these By-Laws or entrusted to him by the Board.
    • 6.20.2 In the absence of the Chairman, his duties shall be carried out by the Vice-Chairman or in the absence of both the Chairman and the Vice-Chairman, by any other person elected by a majority of those present at that meeting.
    • 6.21 The duties of the Honorary Secretary shall include the following:
      • to maintain, correctly and up-to-date, all the records, papers and registers of the Society;
      • to keep an inventory of the property belonging to the Society;
      • to sign on behalf of the Board and conduct its correspondence;
      • to summon and attend the general meetings and meetings of the Board and to record the proceedings of such meetings in a minutes book;
      • to have custody of the common seal of the Society;
      • to submit all minutes of meetings and such information, returns and statements required under the Act or called for by the Registrar within the prescribed period; and
      • to conduct the ordinary business of the Society and perform all the duties entrusted to him by the Board or specified in these By-Laws.
    • 6.22 The duties of the Honorary Treasurer shall include the following:
      • to take charge of all financial transactions of the Society including all moneys received by the Society from a bank, members or others and to make disbursements in accordance with the directions of the Board;
      • to prepare or cause to be prepared all receipts, vouchers, financial statements and documents required by the By-Laws or called for by the Board;
      • to be responsible for the proper and punctual keeping of all the accounts and books of accounts of the Society; and
      • to perform all the duties entrusted to him by the Board or specified in these By-laws.
    • 6.23 The duties of the Manager shall include the following:
      • to manage the business and property of the Society;
      • to attend all meetings of the Society and of the Board and to carry out all the instructions of the Board;
      • to record or cause to be recorded the whole of the transactions of the Society in the books prescribed for that purpose; and
      • to perform all or any of the duties of the Secretary or Treasurer as may be entrusted to him by the Board.
    • 6.24 The offices of Chairman and Manager shall not be held by one and the same person.
  7. Funds of the Society
    • 7.1 The funds of the Society shall consist of:
      • Share Capital;
      • Reserve Fund;
      • Common Good Fund;
      • Dividend Equalisation Fund;
      • Donations made by third persons except that no donations from any foreign source, whether offered directly or otherwise, shall be received by the Society without the prior approval of the Registrar; and
      • any other Funds approved by the Registrar.
    • 7.2 The funds of the Society shall be invested:
      • in such investment and securities as are for the time being authorised for the investments of trust funds;
      • with any bank registered under the Banking Act;
      • in the shares of any other Co-operative Society approved for this purpose by the Registrar;
      • in the purchase or leasing of land or buildings or in the construction of buildings necessary for the conduct of its business and the welfare of the co-operative movement, with the previous sanction of the Registrar; or
      • in such other manner as may be approved in writing by the Registrar, either generally or in any particular case.
    • 7.3 The authorised share capital of the Society shall be $500,000 which shall be divided into 500,000 shares of $1/- each. Each member shall hold at least 20 shares. No member, other than a society or trade union, shall hold more than one-fifth of the share capital of the Society.
    • 7.4 The entrance fee shall be of such amount as the Board may determine from time to time.
    • 7.5.1 The Reserve Fund of the Society shall be kept in the form of liquid assets. The Society shall pay into the Reserve Fund at least 20% of the surplus resulting from the operations of the Society during the financial year, provided that when the Reserve Fund has reached an amount that is equal to 10% of its paid-up share capital, the Society may carry 5% of its surplus to the Reserve Fund.
    • 7.5.2 The Reserve Fund shall be indivisible and no member shall be entitled to claim a specific share of it. The Reserve Fund shall be used:
      • to meet unforeseen losses;
      • to provide a margin beyond the liabilities of the Society so to ensure its ability to pay such liabilities in full in the event of dissolution; and
    • 7.6 The Common Good Fund shall be used only for the benefits of the members of the Society and may, with the approval of the Registrar, be devoted to any educational, medical, social or charitable purposes. The Common Good Fund shall be derived from an annual contribution, not exceeding 10% of the net surplus of the Society, subject to the approval of the general meeting. Donations may be accepted to the Common Good Fund, subject to By-Law 7.1.
  8. Financial Matters
    • 8.1 The financial year of the Society shall begin on 1st April and end on 31st March.
    • 8.2 At the close of each financial year, an amount of not less than 20% of the surplus shall be carried to the Reserve Fund subject to By-Law 7.5 and a further amount of not less than 5% of the first $500,000 of the surplus shall be contributed to the Central Co-operative Fund and 20% of any surplus in excess of $500,000 shall be contributed to the Central Co-operative Fund or the Singapore Labour Foundation as the Society may opt under section 71(5) of the Act.
    • 8.3 The remainder shall be distributed in one or more of the following ways at the discretion of the general meeting:
      • by payment of a dividend not exceeding 10% pro rata on the amount of shares held by members as at the end of the financial year for which the net surplus is distributed;
      • by payment of a rebate or patronage refund to members in proportion to the volume of business done by them with the Society from which the surplus of the Society was derived;
      • by payment of honoraria to some or all of the members of the Board in consideration of their services which would not otherwise be remunerated subject to a sum to be fixed from time to time by the Registrar under the Act and By-law 6.19;
      • by a contribution not exceeding 10% of the net surplus to the Common Good Fund;
      • by contribution to a Dividend Equalisation Fund;
      • by contribution not exceeding 10% of the net surplus to a charitable purpose;
    • 8.4 A member whose name appeared in the book of the Society on the last day of the financial year shall be eligible to draw dividend on shares when declared subject always to any restrictions, imposed in these By-laws. Dividend, if unclaimed, shall be credited to the Dividend Unclaimed Account of the member.
    • 8.5 The minimum number of shares prescribed in By-Law 7.3 shall not be withdrawable except on cessation of membership in accordance with By-Law 4.13. Shares in excess of the prescribed minimum may be withdrawable and transferable, subject to the provision of the Act and any limitations laid down in the By-Laws. The value of the shares withdrawn shall not exceed the nominal value of the shares or the book value as shown in the last audited balance sheet, whichever is the less.
    • 8.6 The Board shall open or cause to be opened in the name of the Society such account with any bank registered under the Banking Act to which all monies received shall be deposited.
    • 8.7 All cheques drawn on such account shall have a validity not exceeding 180 days. All cheques shall be signed by the Honorary Treasurer and at least two other officers authorised by the Board. All payments shall be correctly made and properly authorised in accordance with the direction of the Board.
    • 8.8 All payments drawn on such account may also be paid directly to the member's bank account by inter-bank-giro and such payments shall be deemed to be made with the member's consent.
    • 8.9 Receipts shall be issued for all monies paid to the Society. All receipts shall be signed by the Treasurer and one other officer so authorised by the Board.
    • 8.10 The Society shall, with the approval of the Registrar, have power to borrow money to be used in its business from members and non-members provided that the Society shall determine from time to time at a general meeting the maximum liability which it may incur in loans from members and non-members and shall notify the Registrar of the maximum so fixed.
    • 8.11 The Society shall as soon as practicable but not later than 6 months after the close of the financial year, submit to the Registrar 2 certified true copies of the audited financial statements of the Society and the audit report of that year.
    • 8.12 The Board shall from time to time authorise the maximum amount of cash which may be retained by any officer at any one time subject to any limit which the Registrar may impose.
  9. Books, Documents, and Seal of the Society
    • 9.1 The following books and documents shall be kept:
      • Register of Members and Nominees;
      • Register of Shares;
      • Cash Book;
      • Journals and ledgers;
      • Inventory of Society's Assets;
      • Sales Book;
      • Purchases Book;
      • Minutes Books;
      • Register of Member's Liabilities;
      • Copy of the Act, the Rules and the By-Laws;
      • any other books and documents that may be found necessary or prescribed by the Registrar.
    • 9.2 The Society shall keep a copy of the Act, the Rules, the By-Laws and a list of members open to inspection by its members free of charge, at all reasonable time at the registered address of the Society.
    • 9.3 The Society shall have its own common seal of a design approved by the Board. All bonds, contracts and important documents shall be sealed with the seal of the Society. The seal shall not be affixed to any document except with the authority of the Board and such sealing shall be done in the presence of at least three officers authorised by the Board, who shall affix their signatures to every document so sealed.
  10. Auditors
    • 10.1 The books and accounts of the Society shall be audited by an external auditor authorised by the Registrar, once at least in every year. The auditor shall inspect and audit the accounts and other relevant records of the Society and shall forthwith draw the attention of the Registrar and the Society to any irregularity disclosed by the inspection and audit that is, in his opinion, of sufficient importance to justify his so doing.
    • 10.2 The external auditor shall report:
      • whether the financial statements show fairly the financial transactions and the state of affairs of the Society; and
      • such other matters arising from the audit as he considers should be reported.
    • 10.3 The external auditor shall state in his report whether
      • proper accounting and other records have been kept;
      • the receipt, expenditure and investment of monies and the acquisition and disposal of assets by the Society during the year have been in accordance with the Act, the Rules and these By-Laws.
    • 10.4 The external auditor may at any other time report to the Registrar and the Society upon any matters arising out of the performance of the audit.
    • 10.5 The audit of the accounts shall include an examination of and report on overdue debts, if any, and an examination of and report on the valuation of assets and liabilities of the Society.
    • 10.6 An external auditor authorised by the Registrar under the Act shall have the powers prescribed under the Act. The appointment of the external auditor shall not exceed 5 consecutive years unless the prior approval of the Registrar is obtained.
    • 10.7 Two internal auditors shall be elected biennially from among members at the Annual General Meeting of the Society. Internal auditors shall inspect, examine or audit the books of the Society monthly and shall sign them if correct and if they are found to be incorrect to report to the Chairman.
    • 10.8 An internal auditor may be paid an allowance by the Society for the performance of his duties provided that the payment has to be authorised by a resolution to that effect passed by a general meeting of the Society and the amount shall not exceed a sum to be fixed from time to time by the Registrar. An internal auditor shall not be eligible to receive an honorarium.
  11. President and Vice-President
    • 11.1 The Commissioner of SCDF shall be the President of the Society. The Society shall have such number of Vice-Presidents as the President may appoint. The President and Vice-Presidents shall be honorary ex-officio members of the Society and shall perform such functions and exercise such powers as are provided for in these By-Laws. They shall have the right to attend all meetings of the Society and of the Board or Committee or Sub-Committee but shall have no voting power. They shall have no financial responsibility or liability in respect of the debts of the Society.
    • 11.2 The President shall preside at all general meetings when present except those summoned by the Registrar or by any person authorised by the Registrar. In this absence, one of the Vice-Presidents shall take the chair.
    • 11.3 The President shall be empowered to do all that can be done by or in the name of the Society under these By-Laws, including the following:
      • to supervise and give direction to the Board or any officer or employee on any matter as he deems fit;
      • to delegate such power and duties to the Chairman for the proper conduct of the affairs and business of the Society as he deems fit and necessary;
      • to call for any information from the Board or from any officer or employee or Committee or Sub-Committee as he considers necessary and expedient in the interest of the Society;
  12. General
    • 12.1 All disputes touching the business of the Society shall be referred to the Registrar in the manner provided in the Act.
    • 12.2 These By-Laws are supplementary to the provisions of the Act and the Rules. The Society shall be governed by the Act, the Rules and the By-Laws read together. Nothing in these By-laws shall have any power to limit the authority of the Registrar.
    • 12.3 The By-Laws of the Society shall, when registered, bind the Society and the members thereof to the same extent as if they were signed by each member and contained covenants on the part of each member for himself and his personal representatives to observe all the provisions of the By-Laws.
    • 12.4 No act of the Society or the Board or any officer shall be deemed to be invalid by reason only of the existence of any defect in the constitution of the Society or of the Board or of the Committee or Sub-Committee or in the appointment or election of an officer or on the ground that such officer was disqualified for his appointment.