The Constitution

CONSTITUTION OF
BREAST CANCER FOUNDATION
(Registered as a Society Government Gazette No. 3559)

(Including amendments passed at the Annual General Meeting held on 27 May 2021 and approved by Registry of Societies with effect from 13 July 2021 .)

CONSTITUTION OF BREAST CANCER FOUNDATION

NAME
1 This Society shall be known as the “Breast Cancer Foundation”, hereinafter referred to as the “Society”.

PLACE OF BUSINESS
2 Its place of business shall be at “5 Stadium Walk #04-03 Kallang Leisure Park Singapore 397693” or such other address as may be subsequently decided upon by its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

OBJECTS
3.1 Its objects are:

a To increase awareness of the public to the incidence of breast cancer and the importance of early detection;
b To provide patients and the public with information on standards of medical care that they can expect for the detection and treatment of breast cancer.
c To work closely with various cancer support groups and to centralize and optimize efforts against breast cancer and at eradicating breast cancer as a threatening disease in Singapore;
d To provide improved support and medical facilities for breast cancer patients and their families;
e To implement schemes to help breast cancer patients and their families who require financial support for their treatment;
f To financially support research in the prevention and cure for breast cancer; In furtherance of the above objects, the Society may

i) establish centres for the provision of support and medical facilities,
ii) co-ordinate with medical organisations to provide training for medical staff to handle breast cancer patients more effectively;
iii) liaise with government departments and employers in the private sector with regard to providing financial support and savings / insurance programs to breast cancer patients;
iv) undertake any other activities as are incidental or conducive to the attainment of the above objectives.

MEMBERSHIP QUALIFICATION AND RIGHTS
4.1 Membership is open to all persons who are interested in the above objects of the society. “Person” shall mean an individual, corporation, society, firm, company or association, or any other legal or commercial entity or undertaking. Individual members must be above 18 years of age.

4.2 Each member shall have the right to vote and to hold office in the Society. In the case of a member who is not an individual, such right shall be exercised by his duly approved representative.

4.3 The Committee may appoint distinguished persons to serve as Patrons to the Society. Patrons shall have no rights to vote and hold office in the Society.

APPLICATION FOR MEMBERSHIP
5.1 A person wishing to join the Society should submit his particulars to the Secretary on a prescribed form.

5.2 The Committee will decide on the application for membership.

5.3 A copy of the Constitution shall be furnished to every approved member.

ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES
6.1 There shall be no subscriptions payable by members. The funds of the Society shall be derived from free-will offerings.

6.2 Any additional fund required for special purposes may only be raised from members with the consent of the general meeting of the members.

SUPREME AUTHORITY AND GENERAL MEETINGS
7.1 The supreme authority of the Society is vested in a General Meeting of the members presided over by the President.

*7.2 An Annual General Meeting shall be held within 6 months from the end of the financial year.

7.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership or 30 voting members, whichever is the lesser, and may be called at any time by order of the Committee. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within 2 months from receiving this request to convene the Extraordinary General Meeting.

7.4 If the Committee does not within 2 months after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving 10 days’ notice to voting memberssetting forth the business to be transacted and simultaneously posting the agenda on the Society’s notice board.

7.5 At least 2 weeks’ notice shall be given of an Annual General Meeting and at least 10 days’ notice of any Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The particulars of the agenda shall be posted on the Society’s notice board 4 days in advance of the meeting.

7.6 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.

7.7 The following points will be considered at the Annual General Meeting:

a The previous financial year’s accounts and annual report of the
Committee.
b Where applicable, the election of office-bearers and Honorary Auditors for the following term.

7.8 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Secretary one week before the meeting is due to be held.

7.9 At least 25% of the total voting membership or 30 voting members, whichever is the lesser, present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum.*

*Amended by resolution passed at the Annual General Meeting held on 23 July 2013 and approved with effect from 05 Dec 2013.

7.10 In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour 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 amend any of the existing Constitution.
^7.11 All future general meetings may be held by means of audio, audio and visual, or electronic communication.

MANAGEMENT AND COMMITTEE
*8.1 The Administration of the Society shall be entrusted to a Committee consisting of the following to be elected at each alternate Annual General Meeting:

  • A President
  • A Vice President
  • A Secretary
  • An Assistant Secretary
  • A Treasurer
  • An Assistant Treasurer
  • Up to 6 Ordinary Committee Members
  • The term of office of the Committee is 2 years.

*8.2 Names for the above offices shall be proposed and seconded at the AnnualGeneral Meeting and election will follow on a simple majority vote of the members. All office-bearers may be re-elected to the same or related post for a consecutive term of office.

8.3 Election will be either by show of hands or, subject to the agreement of the majority of the voting members present, by a secret ballot. In the event of a tie, the Chairman of the meeting shall have a casting vote.

**8.4A The Committee has the power to appoint new Committee Members either to fill a vacancy arising from the resignation of any Committee Member(s) or as additional Committee Member(s) up to the maximum permitted under Rule 8.1. Such new Committee Member(s) shall hold office until the AGM at which the
term of office of the Committee shall expire.

* Amended by resolution passed at the Annual General Meeting held on 25 August 2017 and approved on 1st December 2017.

**New – Addition made by resolution passed at the Annual General Meeting held on 26 July 2010 and approved with effect from 20 May 2011.

^ Amended by resolution passed at the Annual General Meeting held on 17 September 2020 and approved by the Registry of Societies with effect from 08 December 2020.

*8.4 A Committee Meeting shall be held at least once every quarter after giving seven days’ notice to Committee Members. The President may call a Committee Meeting at any time by giving five days’ notice. At least ½ of the Committee Members must be present for its proceedings to be valid.

8.5 Any member of the Committee absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Committee and a successor may be co-opted by the Committee to serve until the next Annual General Meeting. Any changes in the Committee shall be notified to the Registrar of Societies and the Commissioner of Charities within two weeks of the change.

**8.6 The duty of the Committee is to oversee and manage the Society. The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meetings.

8.7 The Committee has power to authorize the expenditure of a sum not exceeding the approved budget from the Society’s funds for the Society’s purposes.

**8.8 Notwithstanding anything to the contrary in this Constitution, no person may be reelected or appointed to the office of Treasurer if he has served for 4 consecutive years in the same office without at least a two-year lapse in time since last holding that office.

DUTIES OF OFFICE-BEARERS
9.1 The President shall chair all General and Committee meetings. He shall also represent the Society in its dealings with outside persons.

9.2 The Vice-President shall assist the President and deputise for him in his absence.

**9.2A In the event that the office of the President is vacated prior to the expiration of the current term of the Committee, the Vice-President shall, upon the approval or endorsement of the Committee, automatically assume the office of President for the remainder the current term of the Committee.

**9.2B In the event that any other office holder shall vacate his position as Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer prior to the expiration of the current term of the Committee, so that he becomes an Ordinary Committee Member, the Committee may appoint another Ordinary Committee Member to assume the vacant office.

• Amended by resolution passed at the Annual General Meeting held on 23 July 2013 and approved with effect from 05 Dec 2013.

•• Amended by resolution passed at the Annual General Meeting held on 25 August 2017 and approved on 1’1 December 2017.

9.3 The Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. He will keep minutes of all General and Committee meetings. He shall maintain an up-to-date Register of Members at all times.

9.4 The Assistant Secretary shall assist the Secretary and deputise for him in his absence.

*9.5 The Treasurer shall keep all funds and collect and disburse all monies on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for correctness. He is authorised to expend up to $2,500 for petty expenses on behalf of this Society. He will not keep more than $1,000 in the form of cash and money in excess of this will be deposited in a bank to be named by the Committee. The Committee may by resolution approve the mandate for authorised signatories for bank transactions.

9.6 The Assistant Treasurer shall assist the Treasurer and deputise for him in his absence.

9.7 Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

AUDIT AND FINANCIAL YEAR
# 10.1 A firm of Certified Public Accountants registered with Accounting and Corporate Regulatory Authority shall be appointed as Auditors at each Annual General Meeting for a term of 1 year and shall be eligible for reappointment.

10.2 They:
a Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting.
b May be required by the President to audit the Society’s accounts for any period within their tenure of office at any date an make a report to the Committee.

^ 10.3 The financial year shall be from 1st January to 31st December.

* Amended by resolution passed at the Annual General Meeting held on 23 July 2013 and approved with effect from 05 Dec 2013.

^ Amended by resolution passed at the Annual General Meeting held on 17 September 2020 and approved by the Registry of Societies with effect from 08 December 2020.

# Amended by resolution passed at the Annual General Meeting held on 27 May 2021 and approved by the Registry of Societies with effect from 13 July 2021.

TRUSTEES
11.1 If the Society at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

11.2 The trustees of the Society shall:
a Not be more than 4 and not less than 2 in number.
b Be elected by a General Meeting of members.
c Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

11.3 The office of the trustee shall be vacated:

a If the trustee dies or becomes a lunatic or of unsound mind.
b If he is absent from the Republic of Singapore for a period of more than one year.
c If he is guilty of misconduct of such a kind as to render ii undesirable
that he continues as a trustee.
d If he submits notice of resignation from his trusteeship.

11.4 Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Society’s premises at least two weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies and the Commissioner of Charities.

11.5 The address of each immovable properties, name of each trustee and any subsequent change must be notified to the Registrar of Societies and theCommissioner of Charities.

VISITORS AND GUESTS
12.1 Visitors and guests may be admitted into the premises of the Society but they shall not be admitted into the privileges of the Society. All visitors and guests shall abide by the Society’s rules and regulations.

PROHIBITIONS
13.1 Gambling of any kind, whether for stakes or not, is forbidden on the Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

13.2 The funds of the Society shall not be used to pay the fines of members who have been convicted in Court.

13.3 The Society shall not engage in any trade union activity as defined in any written law relating to trade unions for the lime being in force in Singapore.

13.4 The Society shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or service which adversely
affect consumer interests.

13.5 The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

13.6 The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its office-bearers, Committee or members unless with the prior approval of the relevant authorities.

13.7 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Head, Licensing Division, Singapore Police Force and other relevant authorities.

*13.8 The Society shall not make any loan or donation to third parties.

AMENDMENTS TO CONSTITUTION
14 No alteration or additional/deletion to this Constitution shall be made except at a general meeting and with the consent of two/thirds of the voting members present at the General Meeting, and they shall not come into force without the prior sanction of the Registrar of Society and the Commissioner of Charities.

• New-Addition made by resolution passed at the Annual General Meeting held on 23 July 2013 and approved with effect from 05 Dec 2013.

INTERPRETATION
15 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

DISPUTES
16 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

DISSOLUTION
17.1 The Society shall not be dissolved, except with the consent of not less than 3/5 of the total voting membership of the Society for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.

17.2 In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be donated to a charity or charities in Singapore registered under the Charities Act as the General Meeting of members may determine.

17.3 A Certificate of Dissolution shall be given within seven days of the dissolution to the Registrar of Societies and the Commissioner of Charities.

END