Constitution of Singapore Urological Association

1) NAME

1.1 This Association shall be known as the Singapore Urological Association (this “Association”).

2) PLACE OF BUSINESS

2.1 Its place of business shall be at the Department of Urology, Singapore General Hospital, Outram Road, Singapore 169608, or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies. The Association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

3) OBJECTS

The object of the Association shall be to promote and advance the speciality of Urology in Singapore (the “Object“).

4) MEMBERSHIP

4.1 Membership of the Association shall belong to one of the following five (5) categories:

4.1.1 Honorary Member;
4.1.2 Full Member;
4.1.3 Associate Member;
4.1.4 Affiliate Member;
4.1.5International Member.

5) ELIGIBILITY

Honorary Membership

5.1.1 Subject to Rule 5.1.4 below, Honorary Member membership shall be by invitation of the Executive Committee to the following persons only:
(a) men or women of distinction;
(b) a person who has made outstanding contributions to the progress of Urology both in Singapore and abroad; or
(c) a person who has, in the opinion of this Association, rendered valuable services to this Association.

5.1.2 An Honorary Member shall not be required to pay any Subscription Fee (as defined below).

5.1.3 An Honorary Member shall have no rights whatsoever in relation to this Association and its operation, administration and management, including but not limited to the right to be informed of this Association’s meetings, to vote and to hold office in this Association.

5.1.4 Prior to granting Honorary Membership to an individual who has already indicated his/ her in-principle acceptance of such membership, the Executive Committee shall first obtain approval by agreement of the majority of the voting Members present at an Annual General Meeting.

Full Membership

5.2.1 Full Member membership is open to any registered medical practitioners who is accredited as an Urologist by the Specialist Accreditation Board of the Ministry of Health of Singapore.

5.2.2 A person wishing to join this Association as a Full Member shall submit his/her particulars to the Honorary Secretary. Each applicant shall be proposed and seconded by two (2) existing Full Members, each of who has been a Full Member for not less than three (3) consecutive years. The application should be sent to the Honorary Secretary. The Executive Committee shall decide on the application for Full Member membership.

Associate Membership

5.3.1 Associate Member membership is open to residents or urologists-in-training in a Urology residency or training program in Singapore.

5.3.2 A person wishing to join this Association as an Associate Member shall submit his/ her particulars to the Honorary Secretary. Each applicant shall be proposed and seconded by two (2) existing Full Members. The Executive Committee shall decide on the application for Associate Member membership.

5.3.3 An Associate Member shall have no rights whatsoever in relation to this Association and its operation, administration and management, including but not limited to the right to be informed of this Association’s meetings, to vote and to hold office in this Association.

Affiliate Membership

5.4.1 Affiliate Member membership is open to researchers, scientists and nurses.

5.4.2 A person wishing to join this Association as an Affiliate Member shall submit his/her particulars to the Honorary Secretary. Each applicant shall be proposed and seconded by two (2) existing Full Members. The Executive Committee shall decide on the application for Affiliate Member membership.

5.4.3 An Affiliate Member shall have no right whatsoever in relation to this Association and its operation, administration and management, including but not limited to the right to be informed of this Association’s meetings, to vote and to hold office in this Association.

International Membership

5.5.1 International Member membership is open to certified urologists practising outside of Singapore.

5.5.2 A person wishing to join this Association as an International Member shall submit his/her particulars to the Honorary Secretary. Each applicant shall be (i) proposed by an existing Full Member and (ii) endorsed by a letter from the national urological association of the country of the said applicant confirming his/her status as an accredited urologist of the said association. The Executive Committee shall decide on the application for International Member membership.

5.5.3 An International Member shall have no rights whatsoever in relation to this Association and its operation, administration and management, including but not limited to the right to be informed of this Association’s meetings, to vote and to hold office in this Association.

6) ENTRANCE FEE, SUBSCRIPTION AND OTHER DUES

6.1 There shall be no entrance fee payable for all Members.

6.2 Save for Honorary Members who are not required to pay any subscription fee, all other Members shall pay an annual subscription fee to this Association, the amounts of which the Executive Committee shall at its sole discretion determine from time to time (the “Annual Fees”). The Annual Fees and the Lifetime Fee (as defined below) shall be posted on this Association’s notice board and this Association’s website (https://sua.sg/ or such other website address as may be adopted by this Association as its official website).

6.3 A Member (excluding Honorary Members who are not required to pay any Annual Fee) may at any time, by written notice to the Executive Committee, elect to pay a one-off fee, the amount of which shall be determined by the Executive Committee at its sole discretion from time to time, in full and final settlement of all Annual Fees that he/ she would otherwise be obliged to pay under Rule 6.2 above (the “Lifetime Fee”). Upon such a Member’s payment of his/ her Lifetime Fee, the Member shall not be required to pay any further Annual Fee

6.4 A Member may elect to apply for the waiver of the payment of his/ her Annual Fee (if applicable) if he/ she is absent from Singapore on an overseas posting for a period of not less than three (3) months (the “Absent Member”). Reinstatement of membership should commence within two (2) months of his/ her return. During the Absent Member’s absence from Singapore, he/ she will be classified under the category of ‘Absent Membership’.

6.5 The Executive Committee may (but is not obliged) from time to time review the Annual Fees and the Lifetime Fee (collectively, the “Subscription Fees”) and propose changes. Any changes to the Subscription Fees shall be, as soon as practicable, posted on this Association’s notice board and/or this Association’s website (https://sua.sg/ or such other website address as may be adopted by this Association as its official website).

6.6 The Annual Fees are payable in advance and due on the first day of January of each year. If a Member falls into arrears with his/her subscription or other dues, he/she shall be informed as soon as practicable by the Treasurer. If he/she fails to settle his arrears within six (6) months of their becoming due, the President may order that he/she be denied the privileges of membership until he/she settles his/her account. If the errant Member fails to settle his/her arrears for more than twelve (12) months, he/she will automatically cease to be a Member and the Executive Committee may (but is not obliged to) take legal action against him/her provided that they are satisfied that he/she has received due notice of his/her debts. Reinstatement of such an errant Member shall be subject to the full discretion and final approval of the Executive Committee after full payment of all outstanding arrears.

6.7 Any additional fund required for special purposes may only be raised from Members with the approval of the Full Members at a General Meeting.

6.8 The income and property of this Association whensoever derived shall be applied towards the promotion of the objects of this Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of this Association, or to any of them or to any person claiming through any of them.

7) TERMINATION OF MEMBERSHIP

7.1 The Executive Committee may in its full and final discretion (acting reasonably) terminate the membership of any Member on any of the following grounds:

7.1.1 The Member has been convicted of a professional misconduct offence;

7.1.2 The Member conducts himself/ herself in any form or manner, whether in writing, speech or behaviour that is, in the reasonable view of the Executive Committee, prejudicial or injurious to the reputation or good standing of this Association;

7.1.3 The Member fails to pay his/ her Annual Fee for three (3) consecutive years;

7.1.4 The Member leaves Singapore permanently; or.

7.1.5 The Member commits any material or persistent breach of any of the provisions contained in this Constitution.

8) SUPREME AUTHORITY AND GENERAL MEETINGS

8.1 The supreme authority of this Association is vested in a General Meeting of the Full Members.

8.2 An Annual General Meeting shall be held by this Association within three (3) months from the close of its financial year.

8.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 33% of the total voting membership or thirty (30) voting Members, whichever is the lesser, and may be called at any time by order of the Executive Committee. The notice in writing shall be given to the Honorary Secretary in setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within twenty-one (21) days from receiving this request to convene the Extraordinary General Meeting.

8.4 If the Executive Committee does not within two (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 ten (10) days’ notice to voting Members, setting forth the business to be transacted, and simultaneously posting the agenda on this Association’s notice board.

8.5 At least two (2) weeks’ notice shall be given of an Annual General Meeting and at least fourteen (14) days’ notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Honorary Secretary to all voting Members. The particulars of the agenda shall be posted on this Association’s notice board at least four (4) days in advance of the meeting provided that the following points shall be considered at the Annual General Meeting:

8.5.1 The previous financial year’s accounts and annual report of the Executive Committee; and

8.5.2 Where applicable, the election of Office Bearers and Honorary Auditors for the following term.

8.6 Unless otherwise stated in this Constitution, a Full Member may appoint a proxy to attend, speak and vote on his/ her behalf at a General Meeting, and such a Full Member shall be deemed to be present at the General Meeting. Save that the proxy to be appointed shall be the President, the Executive Committee shall at its sole discretion determine the proxy appointment procedure from time to time.

8.7 At least 33% of the total voting membership or thirty (30) voting Members, whichever is the lesser, present at a General Meeting shall form a quorum. Proxies shall be counted towards the quorum.

8.8 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 part of the existing Constitution.

8.9 Any agenda, notice and information to be provided to the Members of this Association, whether by posting on this Association’s notice board or otherwise, shall be deemed fulfilled by the provision of the required agenda, notice and information to the Members if transmitted by way of electronic mail, mobile messages or if posted on this Association’s website (https://sua.sg/ or such other website address as may be adopted by this Association as its official website).

8.10 For the avoidance of doubt, Rules 8.3 to 8.5 above are subject to Rule 16 below.

8.11 In addition to in-person physical meetings, General Meetings may also be held by means of a conference telephone or a video conference telephone or virtual teleconferencing or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for the Full Member to be in the physical presence of another Full Member (“Virtual Meeting”). The technology adopted at a Virtual Meeting shall provide the Members entitled to attend the same a reasonable opportunity to participate.

8.12 The Executive Committee may, in exceptional circumstances, decide to hold General Meetings as Virtual Meetings in their entirety or as a hybrid meetings where there is a combination of in-person physical attendance as well as virtual attendance. A Virtual Meeting is deemed to be held at the place agreed upon by the Full Members attending the meeting, provided that at least one (1) of the Full Members present at the meeting was at that place for the duration of the meeting.

8.13 All Full Members participating in any Virtual Meeting are deemed to be physically present at the meeting and shall be counted in the quorum for such meeting. In addition, all votes passed and business transacted in a Virtual Meeting shall be deemed to be as effective as a vote passed or business transacted at a General Meeting in person of the Full Members duly convened and held. For the avoidance of doubt, proxies shall be counted towards the quorum of Virtual Meetings and be entitled to vote.

8.14 In addition to the requirements set out in Rule 8.5 above, notices for Virtual Meetings shall contain the necessary details for those entitled to attend on how to access and participate in the meeting and provide the means to access the materials to be discussed during the meeting, including attendance and voting by proxy and electronic voting.

9) MANAGEMENT AND EXECUTIVE COMMITTEE

9.1 The administration of this Association shall be entrusted to an executive committee consisting of the following to be elected at alternate Annual General Meeting (the “Executive Committee”):

9.1.1 A President;

9.1.2 A Vice President;

9.1.3 An Honorary Secretary;

9.1.4 A Treasurer; and

9.1.5 Seven (7) Ordinary Executive Committee Members.

9.2 Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the Full Members held biennially. All office-bearers, except the President and the Treasurer may be re-elected to the same or related post for a consecutive term of office. The term of office of the Executive Committee is two (2) years.

9.3 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, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favour of one of themselves.

9.4 A meeting of the Executive Committee (the “Executive Committee Meeting”) shall be held at least once every three (3) months after giving not less than seven (7) days’ notice to all members of the Executive Committee (the “Executive Committee Members”). The President may call an Executive Committee Meeting at any time by giving five (5) days’ notice. The President (or in his/her absence, the Vice-President) shall be the Chairman of all Executive Committee Meetings. At least 50% of the Executive Committee Members present at an Executive Committee Meeting shall form a quorum.

9.5 Any Executive Committee Member absenting himself/herself from three (3) Executive Committee Meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Executive Committee and a successor may be co-opted by the Executive Committee to serve until the next Annual General Meeting. Any changes in the Executive Committee shall, within two (2) weeks of change, be notified to the Registrar of Societies and any government or regulatory body having jurisdiction over this Association, including the Ministry of Health Sector Administrators.

9.6 An Executive Committee Member may participate in any Executive Committee Meeting by means of a conference telephone or a video conference telephone or virtual teleconferencing or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for the Executive Committee Member to be in the physical presence of another Executive Committee Member, and participation in the Executive Committee Meeting in this manner shall be deemed to constitute presence in person at such meeting. The Executive Committee Members participating in any such meeting shall be counted in the quorum for such meeting, all votes passed and business transacted in such meeting shall be deemed to be as effective as a vote passed or business transacted at a meeting in person of the Executive Committee Members duly convened and held. An Executive Committee Meeting conducted by means of a conference telephone or a video conference telephone or virtual teleconferencing or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Executive Committee Members attending the meeting, provided that at least one (1) of the Executive Committee Member present at the meeting was at that place for the duration of the meeting.

9.7 Save that Executive Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meetings, the duty of the Executive Committee is to organise and supervise the daily activities of this Association. Without limiting the generality of the aforesaid, the Executive Committee shall have the following powers:

9.7.1 The Executive Committee shall have the power to invest/authorise the expenditure of a sum not exceeding S$15,000.00 per month from this Association’s funds for this Association’s purposes;

9.7.2 The Executive Committee shall sponsor, delegate and appoint representatives to international conferences, congresses and meetings for which purpose the Executive Committee may negotiate with Foundations for sponsorship;

9.7.3 The Executive Committee may its discretion, issue statements to third parties, the press or grant interviews on matters pertaining to this Association; and

9.7.4 The Executive Committee may appoint any Full Member as a member of a sub-committee as may be deemed necessary for the management of this Association and confer to him such powers and duties as the Executive Committee may decide. The Executive Committee may co-opt into the Executive Committee, not more than three (3) Full Members who, in their opinion, may be useful in the management of the Association.

10) OFFICE-BEARERS AND THEIR DUTIES

10.1 Save as provided in this Constitution, the President shall act as Chairman at all General and Executive Committee Meetings. He/she shall also represent this Association in its dealing with outside persons or organisations. The out-going President will remain as an ex-officio in the incoming Executive Committee for a tenure of one (1) year.

10.2 The Vice-President shall assist the President and deputize for him in his absence.

10.3 The Honorary Secretary shall keep all records, except financial, of this Association and shall be responsible for their correctness. He/she will keep Minutes of all General and Executive Committee Meetings. The Honorary Secretary shall also maintain a Register of Membership. He/she shall act as Secretary to the Board of Trustees.

10.4 The Treasurer shall keep all funds and collect and disburse all monies on behalf of this Association and shall keep an account of all monetary transactions and shall be responsible for their correctness. The Treasurer shall be authorised to maintain an amount, as determined by the Executive Committee at its sole discretion from time to time, as petty cash. Any further withdrawals from the SUA Bank Account, whether by way of cheque, electronic transfer or otherwise, shall require the prior approval of the Treasurer and any one of the President, the Vice-President or the Secretary.

10.5 Ordinary Executive Committee Members shall assist in the general administration of this Association and perform duties assigned by the Executive Committee from time to time.

11) TRUSTEES

11.1 If this Association at any time acquires any immovable property, such property shall be vested in the trustees of this Association (the “Board of Trustees”) subject to a declaration of trust. In addition to the aforesaid, the Board of Trustees shall be responsible for the [administration and management of the Singapore Urological Association – General Fund (an account approved by the Ministry of Health under the Ministry’s Health Endowment Fund Decentralised Scheme) which is derived from the meetings organised by this Association.]

11.2 The Board of Trustees shall consist of the following:

11.2.1 Four (4) Full Members to be elected at a General Meeting (the “Independent Officers”);

11.2.2 Three (3) Executive Committee Members, consisting of the President, the Treasurer and the Honorary Secretary (the “Co-Opted Officers”); and

11.2.3 At the discretion of the Independent Officers and Co-Opted Officers, the immediate past President and/or the immediate past Honorary Secretary of this Association.

11.3 Names for the offices of the Independent Officers shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the Full Members. All Independent Officers may be re-elected to the same or related post for a consecutive term of office.

11.4 The term of office of each Board of Trustee is two (2) years. The Chairman of the Board of Trustees shall hold office for a period not exceeding two (2) terms.

11.5 Election of the Independent Officers will be either by show of hands or, subject to the agreement of the majority of the voting Full Members present, by a secret ballot. In the event of a tie, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favour of one of themselves.

11.6 Co-Opted Officers shall have no right to vote on any resolutions tabled and business transacted during any meetings of the Board of Trustees.

11.7 Without the prior approval of the General Meeting of Full Members, the Board of Trustees shall not affect any sale or mortgage of property of this Association. The office of the trustee shall be vacated:

11.7.1 If the trustee dies or becomes of unsound mind;

11.7.2 In the case of an Independent Officer, if he/she is no longer a Full Member;

11.7.3 In the case of a Co-Opted Officer, if he/she is no longer, as the case may be, the President, the Vice-President or the Honorary Secretary;

11.7.4 If the trustee is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee; and

11.7.5 If the trustee submits his/her notice of resignation from his/her trusteeship.

12) AUDIT

12.1 Two (2) voting Full Members, not being Executive Committee Members, shall be elected as Honorary Auditors at alternate Annual General Meeting and will hold office for a term of two (2) years only and shall not be re-elected for a consecutive term. The accounts of this Association shall be audited by a firm of Public Accountants and Chartered Accountants if the gross income or expenditure of this Association exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.

12.2 They:

12.2.1 Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting; and

12.2.2 May be required by the President to audit this Association’s accounts for any period within their tenure of office at any date and make a report to the Executive Committee.

13) PROHIBITIONS

13.1 No Member shall, except with the prior approval of the Executive Committee, communicate with any third parties, including the press, or release statements or grant interviews on behalf of this Association.

13.2 The funds of this Association shall not be used to pay the fines of Members who have been convicted in a court of law.

13.3 This Association shall not, and 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 prize or any discount, allowance or rebate relating to any goods or services, which adversely affects consumer interest.

13.4 This Association shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.

13.5 This Association shall not hold any lottery, whether confined to its Members or not in the name of this Association or its office-bearers, committee of members unless prior written approval has been obtained from the relevant authorities.

13.6 This Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

13.7 Gambling of any kind and the playing of paikow or mahjong, whether for stakes, monies or otherwise, is forbidden on this Association’s premises. The introduction of materials for gambling or drug taking and of bad character into this Association’s premises is prohibited.

13.8 This Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the Registrar of Societies, the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities.

14) VISITORS AND GUESTS

14.1 Visitors and guests may be admitted into the premises of this Association but they shall not be admitted into the privileges of this Association. All visitors and guests shall abide by this Association’s rules and regulations.

15) INTERPRETATION

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

16) AMENDMENT OF CONSTITUTION

16.1 This Association shall not amend its Constitution without the prior approval in writing of the Registrar of Societies and the Commissioner of Charities.

16.2 Notwithstanding any other provisions in this Constitution, no alteration or addition/deletion to this Constitution shall be passed except:

16.2.1 At a General Meeting to determine the proposed amendments to the Constitution of this Association (the “Proposed Constitution Amendments”);

16.2.2 With the consent of two-thirds (2/3) of the voting Full Members present at the General Meeting;

16.2.3 The Proposed Constitution Amendments were submitted to the Executive Committee by the proposer and seconder of the same at least eight (8) weeks before the General Meeting;

16.2.4 The Executive Committee and the Board of Trustees approve the Proposed Constitution Amendments; and

16.2.5 At least four (4) weeks’ notice shall be given to the voting Members of the General Meeting.

17) DISPUTES

17.1 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.

18) DISSOLUTION

18.1 This Association shall not dissolve except with the consent of not less than two-thirds (2/3) of this Association for the time being resident in Singapore, expressed either in person or by proxy at a General Meeting convened for the purpose.

18.2 In the event of this Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of this Association shall be fully discharged, and the remaining funds donated to charitable organisations which are registered under the Charities Act 1994 as the Full Members of this Association may determine at a General Meeting.

18.3 A certificate of dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies and the Commissioner of Charities.