Memorandum and Articles of Association of Singapore Institute of ...

Memorandum and 

Memorandum and 

of 

Articles of 

Association of 

Association of 

Singapore Institute 

Singapore Institute 

of Directors 

of Directors

SINGAPORE INSTITUTE OF DIRECTORS 

INDEX TO THE MEMORANDUM OF ASSOCIATION 

CLAUSE SUBJECT PAGE 

1. Name 2 

2. Registered Office 2 

3. Objects 2 

4. Application of the Income and 4 

Assets of the Institute 

5. Amendments to the Memorandum 6 

and Articles of Association 

6. Licence under Section 29 of the 6 

Companies Act 

(Cap. 50, Singapore Statutes) 

7. Liability of members 6 

8. Winding-up 6 

9. Application of assets on winding-up 7 

10. Accounts 7 

1

THE COMPANIES ACT, CAP 50 

COMPANY LIMITED BY GUARANTEE 

MEMORANDUM OF ASSOCIATION OF 


1. NAME 

The name of the Company is “SINGAPORE INSTITUTE OF 

DIRECTORS” (hereinafter referred to as “the Institute”) 

2. REGISTERED OFFICE 

The registered office of the Institue is and shall be situated in the 

Republic of Singapore. 

3. OBJECTS 

The objects for which the Institute is established are: 

3.1 as the national association of directors of all corporations, to be 

concerned with and be interested in the promotion and development 

of professional excellence, enterprise and integrity in company 

directors, to ascertain and notify the law and practice relating to 

matters connected with corporate and unincorporated bodies and 

the duties and responsibilities of company directors, to improve 

2

their knowledge and skill with respect to their rights, duties and 

responsibilities, to inculcate the highest standards of ethics 

amongst such directors and generally, to stimulate, inspire and 

guide corporations in Singapore to attain best practice standards 

in corporate governance; 

3.2 to be a forum of exchange on issues relevant to corporate 

governance, to advance the interest of the members of the Institute, 

to provide facilities and services of all kinds for use by members 

of the Institute; 

3.3 to collect, collate, compile, print, publish and distribute by sale, 

loan or otherwise, books, publications, treatises and works 

of interest or benefits to the members of the Institute or which may 

assist in the attainment or advancement of any of the objects of the 

Institute; 

3.4 to create, administer and support and to assist in the creation, 

administration and support of bursaries, chairs, exhibitions, 

fellowships, lectureships, prizes and scholarships for the 

advancement or encouragement of learning and study tenable at 

any school, technical college, university or other place of 

learning or otherwise; 

3.5 to undertake, administer and support or assist in undertaking, 

administering and supporting organisations, projects, research, 

schemes and campaigns which may assist in the attainment or 

advancement of any of the objects of the Institue; 

3.6 to enter into arrangements, agreements and to affiliate, liaise and 

cooperate with other national bodies and appropriate 

organisations locally and overseas which subscribe to similar 

objectives, aims and aspirations of the Institute and 

3

3.7 generally to do all such things as may appear to be incidental or 

conducive to the attainment of the above objects. 

The provisions of the Third Schedule to the Companies Act (Cap. 50, 

Singapore Statutes) shall not apply and the foregoing provisions of this 

Clause 3 shall be read and construed without reference to the provisions 

of that Schedule. 

4. APPLICATION OF THE INCOME AND ASSETS OF 

THE INSTITUTE 

To further the attainment of the objects specified in Clause 3, the 

Institute has all the powers of a natural person except that :- 

4.1 the Institute shall not subscribe to or support with its funds or 

amalgamate with any association or organisation which does not 

prohibit the distribution of its income and property among its 

members; 

4.2 the Institute shall not support with its funds any political 

organisation or any activity or endeavour to impose on or 

procure to be observed by its members or others any regulation 

or restrictions, which if it were an object of the Institute, would 

make it a trade within the meaning of the Trade Unions Act 

(Cap. 333 Singapore Statutes); 

4.3 the income and property of the Institute shall be applied solely 

towards the promotion of the objects of the Institute as set forth 

in this Memorandum of Association; and no portion thereof shall 

be paid or transferred, directly or indirectly, by way of dividend, 

bonus or otherwise to the members of the Institute. 

4

PROVIDED ALWAYS that nothing herein contained shall 

prevent the payment in good faith of reasonable and proper 

renumeration to any officer or employee of the Institute or to any 

member of the Institute in return for any services actually 

rendered to the Institute or for goods supplied in the ordinary and 

usual business nor prevent the payment of interest on any loan 

advanced by members of the Institute, the payment of reasonable 

and proper rent for premises demised or let by any member of the 

Institute; but so that no member of the Governing Council shall 

be appointed to any salaried office of the Institute or to any office 

of the Institute paid by fees and that no renumeration or other 

benefit in money or money’s worth shall be given by the Institute 

to any member of the Governing Council except repayment of 

out-of-pocket expenses and interest on money lent, or in respect 

of services actually rendered or reasonable and proper rent for 

premises demised or let to the Institute as aforesaid AND 

PROVIDED FURTHER that the provision last aforesaid shall not 

apply to any payment to any firm or corporation of which a 

member of the Governing Council may be a member and such 

member of the Governing Council shall not be bound to account 

for any share of the payment or profits he may receive in respect 

of any or all of such payment. 

5

5. AMENDMENTS TO THE MEMORANDUM & 

ARTICLES OF ASSOCIATION 

No addition or alteration or amendment shall be made to or in the 

regulations contained in the Memorandum and Articles of Association for 

the time being in force unless the same shall have been previously 

submitted to and approved by the Minister for the time being charged 

with the reponsibility of regulating companies (hereinafter “the Minister”). 

6. LICENCE UNDER SECTION 29 OF THE COMPANIES 

ACT (CAP. 50, SINGAPORE STATUTES) 

The above clauses 4 and 5 of this Memorandum contain conditions on 

which the licence pursuant to Section 29 of the Companies Act (Cap. 50, 

Singapore Statutes) is granted to the Institute by the Minister. 

7. LIABILITY OF MEMBERS 

The liability of the members of the Institute is limited. 

8. WINDING-UP 

Every member of the Institute undertakes to contribute to the assets of the 

Institute in the event of its being wound up while he is a member or 

within one year afterwards for payment of debts and liabilities of the 

Institute contracted before he ceased to be a member and of the costs and 

expenses of winding-up and for the adjustment of the right of the 

contributories among themselves such amount as may be required not 

exceeding SINGAPORE DOLLARS TEN Only. 

6

9. APPLICATION OF ASSETS ON WINDING-UP 

If upon the winding-up or dissolution of the Institute there remains after 

satisfaction of all its debts and liabilities any property whatsoever, the 

same shall not be paid to or be distributed among the members of the 

Institute, but shall be given or transferred to some other institution having 

objects similar to the objects of the Institute, such institution or 

institutions to be determined by the members of the Institute at or before 

the time of dissolution and, in default, by such judge of the High Court of 

the Republic of Singapore as may have or have acquired jurisdiction in 

the matter, and if and so far as effect cannot be given to this provision, 

then to some charitable object. 

10. ACCOUNTS 

True accounts shall be kept of the sums of moneys received and 

expended by the Institute and the matters in respect of which such 

receipts and expenditure take place, and of the property credits 

and liabilities of the Institute. Subject to any reasonable restriction as to 

the time and manner of inspection of the same which may be imposed 

in accordance with the regulations of the Institute for the time being, they 

shall be open to inspection by the members of the Institute. Once at least 

in every year, the accounts of the Institute shall be examined and 

the correctness of the balance sheet ascertained by one or more 

properly qualified auditor or auditors who shall report to the members 

of the Institute in accordance with the provisions of the Companies 

Act (Cap. 50, Singapore Statutes). 

7

We the several persons whose names and addresses are subscribed are 

desirous of being formed in a Company limited by Guarantee not having a 

share capital in pursuance of this Memorandum of Association. 

Names, Addresses and Descriptions of Subscribers 

Name Address Occupation Signature 

CHEW HENG CHING 65 Branksome Road Company Director Signed 

Singapore 439596 

KEITH TAY AH KEE 21 Derbyshire Road Company Director Signed 

#12-23 


ANDREW ANG 56 Cornwall Gardens Advocate & Solicitor Signed 


SITOH YIH PIN 6 Fernwood Terrace Certified Public Signed 

Singapore 458539 Accountant 

TENG CHEONG KWEE 15 Eastwood Terrace Administrator Signed 


ABDUL AZIZ 10-P Napier Road Company Director Signed 

MAHMOOD Singapore 258504 

MARGARET TAY 79A Lorong N Practising Chartered Signed 

MUI KIANG Telok Kurau Secretary 


Dated this 16 th of July 1998. 

Witness to the above signatures: 

Ng Poh Keng Jocelyn 

Advocate & Solicitor 

Republic of Singapore 

8


INDEX TO THE ARTICLES OF ASSOCIATION 

SUBJECT ARTICLE PAGE 

Table “A” Excluded 1 11 

Interpretation 2 11 

Members 3 - 6 14 

Annual General Meetings and 

Extraordinary General Meetings 

7 - 12 15 

Proceedings at General Meetings 13 - 23 16 

Votes of Members 24 - 31 18 

Constitution of the Governing Council 32 - 39 21 

Election of the Governing Council 40 - 42 25 

Powers and Duties of the Governing Council 

and of the Executive Director 

43 - 47 26 

9

Interests and Appointments of the 

Members of the Governing Council 

48 - 49 28 

Proceedings of the Governing Council 50 - 59 29 

Remuneration of the Governing Council 60 31 

Delegation of the Governing 

Council’s Powers 

61 31 

Minutes 62 32 

The Secretary 63 32 

The Seal 64 32 

Accounts 65 33 

Notices 66 - 69 33 

Indemnity 70 34 

10

THE COMPANIES ACT, CAP 50 


ARTICLES OF ASSOCIATION OF 


(Incorporating Amendments Approved at Extraordinary General Meeting on 15 October 2010) 

TABLE “A” EXCLUDED 

1. The regulations in Table “A” in the Fourth Schedule to the Companies 

Act, Cap. 50 shall not apply to the Institute, except so far as the same are 

repeated or contained in these Articles. 

INTERPRETATION 

2. In these Articles: 

“Act” means the Companies Act (Cap. 50, Singapore Statutes), including 

any statutory modification or re-enactment thereof for the time being in 

force; 

“Articles” means the Articles of Association of the Institute as originally 

framed or as altered from time to time by Special Resolution; 

“Auditor” means the person or firm appointed as Auditor or Auditors by the 

Members at a General Meeting; 

“Bye-laws” means the bye-laws of the Institute as promulgated, amended 

or modified by the Governing Council from time to time under these 

Articles; 

“Chairman” means the Chairman of the Institute; 

“Clear Days”, in relation to a period of a notice, means that period excluding 

the day when the notice is given or deemed to be given and the day for 

which it is given or on which it is to take effect; 

11

“Corporation” means any body corporate constituted under the laws of the 

Republic of Singapore or of any foreign country; 

“Firm” means a sole proprietorship or partnership carrying on business as 

a professional practice; 

“First Vice-Chairman” means the person from time to time appointed as the 

First Vice-Chairman of the Institute; 

“General Meeting” means a general meeting of the Institute; 

“Governing Council” means the Governing Council of the Institute elected 

or otherwise constituted in the manner prescribed by these Articles; 

“Institute” means “SINGAPORE INSTITUTE OF DIRECTORS” 

incorporated under the Act; 

“Member” includes persons, Firm, Organisation or a Nominee of a Firm 

or Organisation who is admitted as a Member of the Institute, Honorary 

Fellow, Fellow, Ordinary Member or Associate Member or such other 

categories of Members determined by the Governing Council from time 

to time; 

“Memorandum” means the Memorandum of Association of the Institute; 

“Nominee” refers to either Principal Nominee or Supplementary Nominee 

or both of them, as the context shall require; 

“Office” means the registered office of the Institute; 

“Organisation” means any Corporation or lawfully constituted association, 

society or other body or group of persons; 

“Principal Nominee” means the person nominated by a Corporate Member 

from time to time to be its Principal Nominee; 

“Register” means the register of Members; 

“Seal” means the common seal of the Institute; 

12

“Second Vice-Chairman” means the person from time to time appointed as 

the Second Vice-Chairman of the Institute; 

“Secretary” means the Secretary of the Institute or any other person 

appointed to perform or discharge the duties of a company secretary 

pursuant to Section 171 of the Act and may include a joint, assistant or 

deputy secretary; 

“Special Resolution” means a resolution passed by a majority of not less 

than three-fourths of such Members as, being entitled so to do, vote in 

person or where proxies are allowed, by proxy, at a General Meeting of 

which not less than twenty-one (21) Clear Days’ written notice specifying 

the intention to propose the resolution as a special resolution has been duly 

given; 

“Supplementary Nominee” means the person/s nominated by a Corporate 

Member from time to time to be its Supplementary Nominee; 

“Treasurer” means the Treasurer of the Institute; 

“Vice-Chairman” means the Vice-Chairman of the Institute; 

Words importing the singular number only shall include the plural number 

and vice versa; 

Words importing the masculine gender only shall include the feminine 

gender; 

Words importing persons shall include corporations and expressions 

referring to writing shall, unless the contrary intention appears, be 

construed as including references to printing, lithography, photography and 

other modes of representing or reproducing words in a visible form; 

Unless the context otherwise requires, words or expressions contained 

in these Articles bear the same meaning as in the Act but excluding any 

statutory modification thereof not in force when these Articles became 

binding on the Institute. 

13

MEMBERS 

3. For the purpose of registration, the number of Members of the Institute is 

declared to exceed fifty (50). 

4.1. Members of the Institute shall comprise the Principal Nominee and 

Supplementary Nominee/s nominated by Corporate Members to be 

members of the Institute from time to time and such other individuals 

who satisfy the qualifications and criteria for membership determined by 

the Governing Council from time to time in any rules or Bye-laws of the 

Institute. The Governing Council shall be vested with the power from time 

to time to determine and to make changes to the classifications, categories 

or divisions of membership either generally or in any particular case. 

4.2 The Governing Council shall be vested with the power by a majority of 

not less than three fourths (3/4) of the Governing Council to terminate the 

membership of any Member under such circumstances to be determined by 

the Governing Council. 

5. A Firm or Organisation shall be entitled to nominate any number of 

Nominees as is approved by the Governing Council for that Firm or 

Organisation provided always that :- 

5.1 the Firm or Organisation in its conventional or corporate name 

shall enjoy no voting rights or other privileges of membership so 

accorded to its Nominees as such; 

5.2 each Nominee of a Firm or Organisation nominated for membership 

of the Institute shall satisfy the criteria set for the relevant class, 

division or category of membership by the Governing Council 

before being admitted as a Member of the Institute; and 

5.3 until payment by the Firm or Organisation of the entrance fees, 

subscriptions and other monies so determined by the Governing 

Council to be applicable for the class, division or category of 

membership to which the Nominee will be admitted, the Nominee 

of that Firm or Organisation shall remain personally liable for all 

such entrance fees, subscriptions and other monies payable if the 

Nominee wishes to be admitted or remain as a Member of the 

Institute. 

14

6. The Governing Council may from time to time prescribe and require 

Members to satisfy qualifying conditions which may include but shall not 

be limited to compliance with a code of ethics and continuing education 

requirements if they so wish to remain on the Register. 

ANNUAL GENERAL MEETINGS AND EXTRAORDINARY 

GENERAL MEETINGS 

7. The Annual General Meeting of the Institute shall be held once in every 

calendar year and not more than fifteen (15) months after the holding 

of the last preceding Annual General Meeting. The first Annual General 

Meeting of the Institute shall be held within eighteen (18) months from its 

incorporation. All other General Meetings of the Institute shall be called 

Extraordinary General Meetings. General Meetings of the Institute shall be 

held at such time and place as the Governing Council shall determine. 

8. At least Fourteen (14) Clear Days’ notice of an Annual General Meeting 

shall be given and an Extraordinary General Meeting called for the passing 

of a Special Resolution shall be called by giving at least twenty-one (21) 

Clear Days’ notice. All other General Meetings shall be called by giving at 

least fourteen (14) Clear Days’ notice. 

9. The Governing Council may, where it deems fit, and shall upon a requisition 

made in writing by not less than ten percent (10%) of its Members proceed 

to convene an Extraordinary General Meeting on a date not later than two 

(2) months after receipt of the requisition. 

10. Any requisition made by Members shall express the purpose or purposes 

for which it is desired that the meeting be called and shall be left at the 

Office. It shall be signed by the requisitionists and may consist of several 

documents in like form each signed by one or more requisitionists. 

11. The notice of the Annual General Meeting shall also be given to all members 

of the Governing Council and the Auditor. 

12. The accidental omission to give notice of a meeting to, or the non-receipt of 

the notice of a meeting by any person entitled to receive such notice shall 

not invalidate the proceedings at that meeting. 

15

PROCEEDINGS AT GENERAL MEETINGS 

13. No business shall be transacted at any General Meeting unless a quorum is 

present. Ten (10) persons entitled to vote upon the business to be transacted, 

each being a Member or a proxy for a Member, when the General Meeting 

proceeds to business shall be a quorum. 

14. If such a quorum is not present within half an hour from the time appointed 

for the meeting, the meeting shall be adjourned for thirty (30) minutes and 

should the number then present be insufficient to form a quorum, those 

present shall be considered a quorum but they shall have no power to alter 

or amend the Memorandum and Articles. 

15. The Chairman of the Governing Council shall preside as chairman over 

all meetings of the Institute. In his absence, the First Vice-Chairman shall 

preside. In the absence of the Chairman and First Vice-Chairman, the 

Second Vice-Chairman shall preside. In the absence of the Chairman and 

both the Vice-Chairmen, some other member of the Governing Council 

shall preside as chairman of the General Meeting. However if all members 

of the Governing Council shall decline to act as chairman of the General 

Meeting within fifteen (15) minutes after the time appointed for holding the 

General Meeting, the Members present shall elect one (1) of their number 

to be chairman of that General Meeting. 

16. The chairman of the General Meeting may, with the consent of the General 

Meeting at which a quorum is present (and shall, if so directed by the 

General Meeting), adjourn the General Meeting from time to time and from 

place to place, but no business shall be transacted at an adjourned General 

Meeting other than business which might properly have been transacted at 

the General Meeting had the General Meeting not been adjourned. When a 

General Meeting is adjourned for fourteen (14) days or more, at least seven 

(7) Clear Days’ notice shall be given specifying the time and place of the 

adjourned General Meeting and the general nature of the business to be 

transacted. It shall not be necessary to give any such notice otherwise. 

17. A resolution put to the vote of a General Meeting shall be decided by a 

simple majority of those Members who are 

(a) 

(b) 

(c) 

present in person; 

voting; and 

who have not abstained 

16

on a show of hands unless before, or on the declaration of the result of the 

show of hands, a poll is duly demanded. Subject to the provisions of the Act, 

a poll may be demanded: 

17.1 by the chairman of the General Meeting; or 

17.2 by at least five (5) Members present at the General Meeting and 

having the right to vote at the General Meeting; or 

17.3 by one (1) Member or Members present in person representing 

not less than one-tenth (1/10) of the total voting rights of all the 

Members having the right to vote at the General Meeting. 

A demand by a person as proxy for a Member shall be the same as 

a demand by the Member 

17.4 A resolution put to the vote of a General Meeting at which a poll 

has been duly demanded shall be decided by a simple majority of 

these Members voting in person or by proxy. 

17.5 The fact that a resolution has been proposed by the Governing 

Council shall not in itself be grounds to deny any Member of the 

Governing Council a right to vote on that resolution on the basis of 

any conflict of interest. 

18. Unless a poll is duly demanded, a declaration by the chairman of the 

General Meeting that a resolution has been carried, or carried unanimously 

or by a particular majority, or lost, or not carried by a particular majority 

and an entry to that effect in the minutes of that General Meeting shall be 

conclusive evidence of the fact without proof of the number or proportion 

of the votes recorded in favour of or against the resolution. 

19. The demand for a poll may, before the poll is taken, be withdrawn but only 

with the consent of the chairman of the General Meeting and a demand 

so withdrawn shall not be taken to have invalidated the result of a show of 

hands declared before the demand was made. 

20. A poll shall be taken as the chairman of the General Meeting directs and 

he may appoint scrutineers (who need not be Members) and fix a time and 

place for declaring the result of the poll. The result of the poll shall be 

deemed to be the resolution of the General Meeting at which the poll was 

demanded. 

17

21. In the case of an equality of votes, whether on a show of hands or on a poll, 

the chairman of the General Meeting shall be entitled to a casting vote in 

addition to any other vote he may have. 

22. A poll demanded on the election of the Chairman for the purposes of 

Article 15 or on a question of adjournment shall be taken forthwith. A poll 

demanded on any other question shall be taken either forthwith or at such 

other time and place as the chairman of the General Meeting directs, not 

being more than thirty (30) days after the poll is demanded. The demand 

for a poll shall not prevent the continuance of a meeting for the transaction 

of any business other than the question on which the poll was demanded. If 

a poll is demanded before the declaration of the result of a show of hands 

and the demand is duly withdrawn, the meeting shall continue as if the 

demand had not been made. 

23. No notice need be given of a poll not taken forthwith if the time and 

place at which it is to be taken are announced at the meeting at which it is 

demanded. In any other case at least seven (7) Clear Days’ notice shall be 

given specifying the time and place at which the poll is to be taken. 

23A. Written minutes of any General Meeting of the Institute signed by the 

chairman of that General Meeting shall be sufficient evidence thereof and 

due observance of all necessary formalities shall also be thereupon deemed 

to have taken place at that General Meeting. 

VOTES OF MEMBERS 

24 A Member shall not be entitled to vote at any General Meeting of the 

Institute unless all moneys presently owing by him and demanded by the 

Institute has been paid. 

25. A Member entitled to attend and vote at a meeting of the Institute shall be 

entitled to appoint another person as his proxy to attend and vote instead 

of the Member at the meeting and a proxy appointed to attend and vote 

instead of a Member shall have the same right as the Member to speak at the 

meeting, provided that :- 

25.1 a proxy shall not be entitled to vote except on a poll; 

25.2 a Member shall not be entitled to appoint more than one (1) proxy 

to attend and vote at the same General Meeting; and. 

18

25.3 a Member may be the proxy for any number of other Members of 

the Institute. 

26. On a show of hands, every Member present in person shall have one (1) 

vote. On a poll, every Member present in person or by proxy shall have one 

(1) vote. 

27. No objection shall be raised to the qualification of any voter except at the 

General Meeting or adjourned General Meeting at which the vote objected 

to is tendered and every vote not disallowed at the General Meeting shall be 

valid. Any objection made in due time shall be referred to the chairman of 

that General Meeting whose decision shall be final and conclusive. 

28. An instrument appointing a proxy shall be in writing, executed by or on 

behalf of the appointer and shall be in the following form (or in a form as 

near thereto as circumstances may allow or in any other form which is usual 

or which the Governing Council may approve) : 


I/We of being 

a Member/Members of the Institute, hereby appoint 


or failing him 


as my/our proxy to 

vote in my/our name[s] and on my/our behalf at the Annual/Extraordinary 

General Meeting of the Institute to be held on 

and at any adjournment thereof. 

Signed on . 

29. Where it is desired to afford Members an opportunity to instruct the proxy 

as to how he shall act, the instrument appointing a proxy shall be in the 

following form (or in a form as near thereto as circumstances allow or in any 

other form which is usual or which the Governing Council may approve): 

19


I/We of being 

a Member/Members of the Institute, hereby appoint 


or failing him 


as my/our proxy 

to vote in my/our name[s] and on my/our behalf at the Annual/Extraordinary 

General Meeting of the Institute to be held on 

and at any adjournment thereof. 

This form is to be used in respect of the resolutions mentioned below as 

follows: 

Resolution No. 1 +for +against + Abstain 

Resolution No. 2 +for +against + Abstain 

+ strike out whichever is not desired. 

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain 

from voting. 

Signed on . 

30. The instrument appointing a proxy and any authority under which it is 

executed or a copy of such authority certified notarially or in some other 

way approved by the Governing Council may : 

30.1 be deposited at the Office or such other place as is specified in 

the notice convening the General Meeting or in any instrument of 

proxy sent out by the Institute in relation to the General Meeting 

not less than forty-eight (48) hours before the time for holding 

the General Meeting or adjourned General Meeting at which the 

person named in the instrument proposes to vote; or 

20

30.2 in the case of a poll taken more than forty-eight (48) hours after 

it is demanded, be deposited as aforesaid after the poll has been 

demanded and not less than twenty-four (24) hours before the time 

appointed for the taking of the poll; or 

30.2 where the poll is not taken forthwith but is taken not more than 

forty-eight (48) hours after it was demanded, be delivered at the 

General Meeting at which the poll was demanded to the Chairman 

or to the Secretary or to any member of the Governing Council; 

and an instrument of proxy which is not deposited or delivered in a manner 

so permitted shall be invalid. 

Provided that duly completed proxy forms shall nonetheless be in writing 

and duly deposited by hand or by post to the Institute. Proxy forms shall not 

be delivered to the Institute by electronic means and if so delivered, shall 

be deemed invalid. 

31. A vote given or poll demanded by a proxy shall be valid notwithstanding the 

previous determination of the authority of the person voting or demanding 

a poll unless notice of the determination was received by the Institute at 

the Office or at such other place at which the instrument of proxy was duly 

deposited before the commencement of the meeting or adjourned meeting 

at which the vote is given or the poll demanded or (in the case of a poll 

taken otherwise than on the same day as the meeting or adjourned meeting) 

the time appointed for taking the poll. 

CONSTITUTION OF THE GOVERNING COUNCIL 

32. The members of the Governing Council shall be the directors of the 

Institute in accordance with the Act. The affairs of the Institute shall be 

managed by the Governing Council which shall consist of not less than five 

(5) Members but not more than twenty (20) Members. 

Provided that every Member must satisfy the criteria of having been a 

Member of the Institute for a period of not less than six (6) months before 

he/she may be elected to be a Member of the Governing Council. 

21

33. The first members of the Governing Council were the following persons 

holding such office as is indicated herein :- 

Name 

CHEW HENG CHING 

KEITH TAY AH KEE 

ANDREW ANG 

SITOH YIH PIN 

TENG CHEONG KWEE 

Office 

President 

Vice-President 

Treasurer 

Council Member 

Council Member 

The Governing Council shall be entitled to appoint such persons as they 

may think fit to fill the vacancies in the Governing Council. 

34. The Governing Council on being elected in accordance with the Articles 

herein shall elect office bearers in accordance with the following provisions: 

34.1 The office bearers shall be drawn from among themselves. 

34.2 The office bearers shall be: 

(a) 

one (1) Chairman, provided that the same person must 

not be appointed for more than three (3) consecutive 

years. However, a majority of not less than three-fourths 

of the Governing Council may, at the end of such three 

(3) year-period, appoint such person for a further period 

of up to three (3) consecutive years; 

(b) (i) one (1) First Vice-Chairman, provided that the same 

person must not be appointed for more than three (3) 

consecutive years. However, a majority of not less than 

three-fourths of the Governing Council may, at the end 

of such three (3) year-period, appoint such person for a 

further period of up to three (3) consecutive years; 

22

(b) (ii) one (1) Second Vice-Chairman, provided that the same 

person must not be appointed for more than three (3) 

consecutive years. However, a majority of not less than 

three-fourths of the Governing Council may, at the end 

of such three (3) year-period, appoint such person for a 

further period of up to three (3) consecutive years 

(c) 

(d) 

(e) 

one (1) Treasurer, provided that the same person must 

not be appointed for more than three (3) consecutive 

years; and 

such other office as the Governing Council may from 

time to time establish by a majority of not less than threefourths 

of the Governing Council. 

Upon any position in the Governing Council, except for 

that of the Chairman and Treasurer, becoming vacant for 

any reason whatsoever, the Governing Council may by 

a majority of not less than three-fourths decide to leave 

that position vacant till the following Annual General 

Meeting. 

34.3 For the purposes of Article 34, any person appointed to the office 

of Chairman, First Vice-Chairman, Second Vice-Chairman or 

Treasurer for less than a year shall nevertheless be regarded as 

having occupied that office for a full year. 

34.4 The Chairman, the First Vice-Chairman, the Second Vice- 

Chairman and the Treasurer shall be Singapore citizens. 

34.5 The Governing Council may by a majority of not less than 

three fourths of the Governing Council prescribe the scope of 

appointment of each office under Article 34.2 as well as any terms 

of reference for the undertaking of such scope save that the same 

not be inconsistent with any other expressed provision in these 

Articles. 

35. Any casual vacancy in the Governing Council may be filled by the remaining 

members of the Governing Council, provided that the appointment of such 

member or members shall terminate at the following Annual General 

Meeting. 

23

36. At the Annual General Meeting of the Institute held each year, at least onethird 

of the Governing Council, or if the number is not a multiple of three 

(3), then the number nearest one-third, shall retire each year from office 

provided always that all members of the Governing Council shall retire 

from office at least once in every three (3) years. A retiring member of the 

Governing Council shall be eligible for re-election and shall retain office 

until the close of the meeting at which he retires. 

37. The members of the Governing Council shall endeavour to agree among 

themselves who shall retire each year, failing which, those to retire shall be 

those have been longest in office since their last election, but as between 

persons who became members of the Governing Council on the same day, 

those to retire shall be determined by lot, provided that the first members of 

the Governing Council shall all retire at the first Annual General Meeting 

of the Institute and they shall each be eligible for re-election. 

38. The office of any member of the Governing Council shall be deemed 

vacated with that member’s consent if - 

38.1 he becomes bankrupt; 

38.2 he is diagnosed by any medical practitioner qualified to practice in 

Singapore to be suffering from any mental disorder and either : 

38.2.1 he is determined to be a person who lacks capacity under 

the provisions of the Mental Capacity Act (Chapter 

177A, Singapore Statutes) ; or 

38.2.2 an order is made by a court having jurisdiction (whether 

in Singapore or elsewhere) in matters concerning mental 

disorder for his detention or for the appointment of a 

receiver, curator bonis or other person to exercise powers 

with respect to his property or affairs; or 

38.3 being a Member at the time of election, he ceases to be a Member; 

38.4 by notice in writing given to the Institute, he resigns from his 

office; 

38.5 he holds any office of profit under the Institute; 

24

38.6 for more than three (3) consecutive months, he has, without 

permission of the Governing Council, been absent from meetings 

of the Governing Council held during that period and the 

Governing Council resolves that his office be vacated; 

38.7 he is disqualified by law from holding office as a director or 

manager of a corporation or is convicted of an offence which is 

likely to bring the Institute into disrepute or 

38.8 he is removed from office by an ordinary resolution of the General 

Meeting of the Institute. 

39. The Governing Council may act notwithstanding a vacancy in its number 

provided that a quorum as laid down in Article 52 is present at a meeting of 

the Governing Council. 

ELECTION OF THE GOVERNING COUNCIL 

40.1 The Secretary shall give at least thirty (30) Clear Days’ notice before the 

date of the Annual General Meeting of the Institute stating the names of the 

members of the Governing Council who are retiring pursuant to Article 36 

and inviting nominations for the election. 

40.2 Only persons who have been Members of the Institute for a period of not 

less than six (6) months at the date of the Notice of the Annual General 

Meeting given by the Secretary pursuant to Article 40.1 shall be eligible to 

be nominated for election as members of the Governing Council. 

40.3 The elected Governing Council members shall be Fellows or Ordinary 

Members of the Institute. 

41. Each candidate nominated for election to the Governing Council shall 

be proposed by three (3) Members and seconded by another three (3). 

All nominations, to be valid, shall be accompanied by the signature of 

the candidate proposed for election signifying his willingness to serve if 

elected and shall be lodged at the Office not less than twenty (20) Clear 

Days before the Annual General Meeting. 

Each candidate nominated shall also declare in his/her nomination form 

that he/she is not disqualified for membership in the Institute by virtue of 

any of the matters in Article 38 applying to him/her and also declare that 

25

he/she continues to qualify for membership in the Institute based on such 

criterion the Governing Council have from time to time prescribed for such 

category of Membership. 

42. A copy of all nomination proposals certified by the Secretary shall be 

posted in the Office for at least three (3) days before an election is held. 

POWERS AND DUTIES OF THE GOVERNING COUNCIL 

AND OF THE EXECUTIVE DIRECTOR 

43. Subject to the provisions of the Act, the Memorandum and the Articles 

and to any directions given by a Special Resolution of the Members, the 

management of the business and funds of the Institute shall vest in the 

Governing Council. 

44. The Governing Council may make such rules, regulations and Bye-laws 

from time to time and amend or vary such rules, regulations or Bye-laws to 

regulate the affairs of the Institute, provided they are not inconsistent with 

any of these Articles. No rule, regulation or Bye-law made by the Institute 

in a General Meeting shall invalidate any prior act of the Governing Council 

which would have been valid if that rule, regulation or Bye-law had not 

been passed or made. 

45. An Executive Director of the Institute shall be appointed by the Governing 

Council on such terms as the Governing Council shall deem fit, to carry 

out the day to day executive functions and duties of the Institute. The 

Governing Council shall also have the power to terminate the services 

of the incumbent Executive Director and reappoint another person to the 

position of Executive Director. 

45.1. The Governing Council shall be responsible for the general 

and overall matters of the Institute and the Executive 

Director shall be responsible for the day to day management 

and general administration of the Institute in accordance with 

these Articles, principles and policies of the Institute as are laid 

down by the Governing Council from time to time. The Executive 

Director shall be accountable and answerable to the Governing 

Council. 

45.2. Where for any reason no Executive Director is appointed for 

the time being, the Chairman may designate in the interim such 

26

person as he deems fit to be responsible for the scope of work 

which would otherwise have been undertaken by the Executive 

Director on such terms as the Chairman shall deem fit in the 

circumstances. 

46. The Governing Council may, by power of attorney or otherwise, appoint 

any person to be the agent of the Institute for such purposes and on such 

conditions as it may determine, including authority for the agent to delegate 

all or any of his powers. 

47. The Governing Council may appoint from time to time on a salaried 

basis or otherwise, such persons as it deems necessary to assist in the 

proper management and administration of the affairs of the Institute or in 

furtherance of the objects of the Institute. 

47A. The Governing Council may terminate the membership of any Member by 

a decision of a majority of the Governing Council of not less than three 

fourths of the Governing Council if: 

(a) 

(b) 

(c) 

(d) 

the Governing Council decides that any Member does not support 

the objectives of the Institute; or 

the Governing Council decides that any Member has acted in a 

manner detrimental to the interests and/or good name of the Institute. 

such Member’s annual subscription shall remain unpaid for a period 

exceeding three (3) calendar months after it becomes due and 

notice of the default has been given by the Executive Director to the 

Member at any time after the subscription fee is due provided that the 

Governing Council may reinstate all the privileges of membership to 

such a Member on payment of all moneys in arrears if it thinks fit to 

do so; or 

the Member sends a notice in writing to the Executive Director to 

resign his membership provided that in the case of the resignation 

of a Nominee, the Corporate Member concerned shall be entitled to 

nominate a candidate for approval by the Governing Council to take 

the place of that Nominee and provided further that all such Members 

shall continue to be liable for any annual subscription, arrears and for 

all other moneys due by them to the Institute which remains unpaid 

at the date of their resignation; or 

27

(e) 

his membership is otherwise terminated pursuant to any Bye-laws in 

force for the discipline of Members. 

INTERESTS AND APPOINTMENTS OF THE MEMBERS OF 

THE GOVERNING COUNCIL 

48. Subject to the provisions of the Act and the Memorandum and provided 

that he has disclosed to all other members of the Governing Council the 

nature and extent of any of his material interest, a member of the Governing 

Council, notwithstanding his office : 

48.1 may be a party to, or otherwise be interested in, any transaction or 

arrangement with the Institute in which the Institute is otherwise 

interested; 

48.2 may be a director or other officer of, or be employed by, or be 

a party to any transaction or arrangement with, or otherwise be 

interested in, any body corporate promoted by the Institute or in 

which the Institute is otherwise interested; and 

48.3 shall not, by reason of his office, be accountable to the Institute for 

any benefit which he derives from any such office or employment 

from any such transaction or arrangement or from any interest in 

any such body corporate and no such transaction or arrangement 

shall be liable to be avoided on the ground of any such interest or 

benefit. 

49. For the purposes of Article 48: 

49.1 a general notice given to the other members of the Governing 

Council that such a member is to be regarded as having an interest 

of the nature and extent specified in the notice in any transaction 

or arrangement in which a specified person or class of persons is 

interested shall be deemed to be a disclosure that that member of 

the Governing Council has an interest in any such transaction of 

the nature and extent so specified; and 

49.2 an interest of which a member of the Governing Council has no 

knowledge and of which it is unreasonable to expect him to have 

knowledge shall not be treated as an interest of his. 

28

PROCEEDINGS OF THE GOVERNING COUNCIL 

50. Subject to the provisions of these Articles, the Governing Council may 

regulate its proceedings in any manner it deems fit. A member of the 

Governing Council may, and the Secretary shall, at the request of a member 

of the Governing Council, call a meeting of the Governing Council. 

51. Notice of a meeting of the Governing Council shall be given in writing and 

may be given or sent to any member of the Governing Council at his last 

known address or any other address given by him to the Institute for this 

purpose. A member of the Governing Council may waive notice of any 

meeting either prospectively or retrospectively. 

52. The quorum for the transaction of the business of the Governing Council 

may be fixed by the Governing Council and where deemed fit, subsequently 

varied from time to time; but where it has not been so fixed, shall be five (5). 

53. The continuing members of the Governing Council may act notwithstanding 

any vacancies in their number, but, if the number of members of the 

Governing Council is less than the number fixed as the quorum, the 

continuing members of the Governing Council may act only for the purpose 

of filling vacancies or of calling a General Meeting. 

54. Questions arising at a meeting of the Governing Council shall be decided 

by a majority of those present at the meeting. In the case of an equality 

of votes, the Chairman of the Governing Council shall have a second or 

casting vote. 

55. The Chairman shall preside at every meeting of the Governing Council at 

which he is present. However, if he is not present within five (5) minutes 

after the time appointed for the meeting of the Governing Council, the First 

Vice-Chairman shall act as chairman of that meeting of the Governing 

Council. If both the Chairman and First Vice-Chairman are absent, the 

Second Vice-Chairman shall act as the chairman of that meeting of the 

Governing Council. If the Chairman and both Vice-Chairmen are absent, 

any one of the remaining members of the Governing Council as decided by 

a simple majority of the Governing Council shall act as the chairman of that 

meeting of the Governing Council. 

56.1 All acts done by a meeting of the Governing Council, or of a committee 

of members of the Governing Council, or by a person acting as a member 

29

of the Governing Council shall, notwithstanding that it is afterwards 

discovered that there was a defect in this appointment or that any of them 

was disqualified from holding office, or had vacated office, or was not 

entitled to vote, be as valid as if every such person had been duly appointed 

and was qualified and had continued to be a member of the Governing 

Council and had been entitled to vote. 

56.2 Written minutes of any Governing Council Meeting signed by the chairman 

of that Governing Council Meeting shall be sufficient evidence thereof and 

thereupon it shall be also be deemed that due observance of all necessary 

formalities have taken place at that Governing Council Meeting. 

57. A resolution in writing signed or approved by letter or facsimile by a 

majority of the members of the Governing Council entitled to receive 

notice of a meeting of the Governing Council being not less than the 

number fixed as the quorum as stated in Article 52 or of a committee of 

the members of the Governing Council shall be as valid and effectual 

as if it had been passed at a meeting of the Governing Council, or of a 

committee of the Governing Council, as the case may be, duly convened 

and held and may consist of several documents in the like form each 

signed by one (1) or more members of the Governing Council. All such 

resolutions shall be described as “Resolutions of the Governing Council” 

and shall be forwarded or otherwise delivered to the Secretary without 

delay, and shall be kept by him in the Institute’s minute book and submitted 

for information at a meeting of the Governing Council next following 

the receipt thereof by him. A resolution in writing of the Governing 

Council shall be inoperative if it shall purport to authorise or to do any 

act which a meeting of the Governing Council has decided shall not be 

authorised or done until confirmed by a meeting of the Governing Council. 

58. Notwithstanding the other provisions in these Articles, the contemporaneous 

linking together by telephone or by any appropriate video conference 

equipment of a number of the members of the Governing Council being 

not less than the quorum shall be deemed to constitute a meeting of the 

members of the Governing Council wherever they are, so long as : 

58.1 none of the members of the Governing Council is absent from 

the meeting except only such of them who the chairman of 

such meeting had consented before the meeting may be absent 

therefrom; 

30

58.2 at the commencement of the meeting each member of the 

Governing Council acknowledges his presence thereat to all other 

members of the Governing Council taking part; 

58.3 each of the members of the Governing Council taking part is 

able to hear the other members, subject as hereinafter mentioned 

throughout the meeting; 

58.4 the members of the Governing Council present at the 

commencement of the meeting do not leave the meeting by 

disconnecting the telephone or the video conference equipment, 

but the meeting (provided it remains quorate) shall be deemed to 

have been validly conducted notwithstanding that the telephone 

or video conference equipment of any member of the Governing 

Council is accidentally disconnected during the meeting and 

the proceedings thereof shall be deemed to be as valid as if the 

telephone or the video conference equipment had not been 

disconnected; and 

58.5 a minute of the proceedings shall be sufficient evidence thereof 

and of the observance of all necessary formalities if certified by 

any two (2) members of the Governing Council present throughout 

the meeting. 

59. A member of the Governing Council present at a meeting shall not be 

counted in the quorum in relation to a resolution on which he is not entitled 

to vote. 

REMUNERATION OF THE GOVERNING COUNCIL 

60. All appointments of the members of the Governing Council shall be 

honorary and no member shall be entitled to any remuneration whether in 

cash or otherwise. 

DELEGATION OF THE GOVERNING COUNCIL’S POWERS 

61.1 The Governing Council may delegate any of their powers and/or functions 

(not being duties imposed on a member of the Governing Council as a 

director of the Institute by the Act or the general law) to one or more 

committees (including an Executive Committee which shall consist of only 

members of the Governing Council) consisting of one (1) or more members 

of the Governing Council and other Members of the Institute. 

31

61.2 The Governing Council shall prescribe for each committee its terms of 

reference as well as its scope of undertaking and also appoint the chairperson 

of such committee. The Governing Council shall have the power to vary 

in any way the terms of reference and/or scope of undertaking of any of 

the committees and also revoke any appointment of the chairperson of any 

committee. Any committee set up may also be at any time dissolved by the 

Governing Council. 

MINUTES 

62. The Governing Council shall cause minutes to be made in books kept for 

the purpose: 

62.1 of all appointments of officers made by the Governing Council; 

and 

62.2 of all proceedings at meetings of the Institute, and of the Governing 

Council, and of the committees of the Governing Council, 

including the names of the members of the Governing Council 

present at each such meeting. 

THE SECRETARY 

63. A person shall in accordance with the Act be appointed by the Governing 

Council as Secretary for such term and upon such conditions it thinks fit, 

and any person so appointed may be removed by the Governing Council. 

THE SEAL 

64. The Seal shall only be used by the authority of the Governing Council or 

of a committee of the members of the Governing Council authorised by 

the Governing Council. The Governing Council may determine who shall 

sign any instrument to which the Seal is affixed and unless otherwise so 

determined it shall be signed by any two (2) members of the Governing 

Council or by any one (1) member of the Governing Council and the 

Secretary. 

32

ACCOUNTS 

65. No Member shall (as such) have any right to inspect any accounting records 

or other books or documents of the Institute except as conferred by statute 

or authorised by the Governing Council. 

NOTICES 

66. Any notice to be given to or by any person pursuant to these Articles or 

under the Companies Act (Chapter 50, Singapore Statutes) shall be in 

writing and sent by post or sent or served using electronic communication 

means to such electronic communication platform addresses as shall have 

been communicated by any written or electronic means by the Member to 

the Institute from time to time. 

66A. The Singapore address of Members as are stated in the Institute’s 

membership records shall be updated upon receipt of any notice in writing 

or by electronic communication from any Member notifying of any change 

in his/her Singapore address and upon being updated shall be taken to be 

the address of that Member until a further notice in writing or by electronic 

communication is received. 

67. The Institute may give any notice to a Member either personally or by 

sending it by post in a prepaid envelope addressed to the Member at his 

registered address or by leaving it at that address or sending it by electronic 

means to any address for electronic communication as notified by the 

Member to the Institute. A Member whose registered address is not within 

Singapore and who gives to the Institute an address within Singapore at 

which notices may be given to him shall be entitled to have notices given to 

him at that address in Singapore, but otherwise such Member shall not be 

entitled to receive any notice from the Institute at his foreign address. 

68. A Member present, either in person or by proxy, at any meeting of the 

Institute shall be deemed to have received notice of the meeting and, where 

requisited, of the purposes for which it was called. 

33

69. Proof that an envelope containing a notice (which in this Article shall be 

taken to include all documents stated in the Notice to be attachments in 

the Notice) was properly addressed, prepaid and posted shall be conclusive 

evidence that the notice was given by post. Where a notice is sent by post, 

service of the notice shall be deemed to be effected by properly addressing 

pre-paying and posting a letter containing the notice, and to have been 

effected in the case of a notice of a meeting on the day of its posting, and 

in any other case at the time at which the letter would be delivered in the 

ordinary course of post. A notice sent by electronic means to a Member 

shall be deemed to have been duly given if within twenty-four (24) hours 

of the sending of the same, no electronic communication is received by the 

Institute that the notice sent to the Member by electronic means failed to 

reach its intended recipient. It shall be sufficient for the Institute to retain 

as evidence of having sent the notice successfully and immediately by 

electronic means, the written or electronic records of the notice so sent and 

the electronic platform address to which such notice is sent. 

INDEMNITY 

70. Subject to the provisions of the Act but without prejudice to any indemnity 

to which a member of the Governing Council may otherwise be entitled, 

every member of the Governing Council or other officer of the Institute 

or Auditor shall be indemnified out of the assets of the Institute against 

any liability incurred by him in defending any proceedings, whether civil 

or criminal, in which judgment is given in his favour or in which he is 

acquitted or in connection with any application in which relief is granted 

to him by the court from liability for negligence, default, breach of duty or 

breach of trust in relation to the affairs of the Institute. 

34

Names, Addresses and Descriptions of Subscribers 

Name Address Occupation Signature 

CHEW HENG CHING 65 Branksome Road Company Director Signed 


KEITH TAY AH KEE 21 Derbyshire Road Company Director Signed 

#12-23 


ANDREW ANG 56 Cornwall Gardens Advocate & Solicitor Signed 


SITOH YIH PIN 6 Fernwood Terrace Certified Public Signed 

Singapore 458539 Accountant 

TENG CHEONG KWEE 15 Eastwood Terrace Administrator Signed 


ABDUL AZIZ 10-P Napier Road Company Director Signed 

MAHMOOD Singapore 258504 

MARGARET TAY 79A Lorong N Practising Chartered Signed 

MUI KIANG Telok Kurau Secretary 


Dated this 16 th of July 1998. 

Witness to the above signatures: 

Ng Poh Keng Jocelyn 

Advocate & Solicitor 


35

FORM 8 

THE COMPANIES ACT, CAP. 50, 

Section 19(4) 

Company No. 

199803504W 

CERTICATE OF INCORPORATION OF COMPANY LIMITED BY 

GUARANTEE 

This is to certify that SINGAPORE INSTITUTE OF DIRECTORS 

is incorporated under the Companies Act, Cap. 50, on and that the 

Company is a public company limited by guarantee. 

Given under my hand and seal on 18 th July 1998. 

Signed and Sealed. 

Registrar of Companies & Businesses 


THE COMPANIES ACT, CAP. 50 

REPUBLIC OF SINGAPORE 


36

3 Shenton Way #15-08 

Shenton House 


Tel : 65 6227 2838 

Fax : 65 6227 9186 

Website: www.sid.org.sg 

Company Reg. No.: 199803504W 

Incorporating Amendments 

up to 15 October 2010

Memorandum and Articles of Association of Singapore Institute of ...

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