CONSTITUTION OF FEDERATION FOR ASIAN CULTURAL PROMOTION
NAME AND PLACE OF BUSINESS
1. The name of the organization (hereinafter called the Federation) shall be "FEDERATION FOR ASIAN CULTURAL PROMOTION" or “FACP”.
2. The place of business of the Federation shall be located at “2nd Floor, 22 Gemmill Lane, Singapore 069257" or at such address as may be approved by the Executive Committee from time to time and approved by the Registrar of Societies. The Federation shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
3. The Federation shall be a non-stock (any asset other than money) and non-profit organization.
4. The Federation shall not be affiliated with any political body, party or organization and shall not be involved in any form of political activity.
Likewise it shall underscore the importance of developing a healthy artistic environment for the arts to thrive and for it to become an integral part of community life and to find means to raise funds to support and finance its objectives.
5. The objectives for which the Federation is established are as follows-:
a. To give assistance and support to promoters, impresarios, companies and other performing arts organizations and professional artists especially those in the field of the performing arts from the different member-cities with diverse Asian artistic heritage with the ultimate objective of promoting culture and the performing arts throughout the world.
b. To gather and provide regularly to members information pertaining to cultural and performing arts activities, artists and their performance occurring either within the cities or regions in the Asian/Oceanic area or elsewhere.
c. To develop and foster closer links among Federation members and to provide a forum for discussion and interaction to ensure mutually beneficial cooperation among them.
d. To solicit and receive contributions, subscriptions, fees and sponsorships, and other forms of income to defray the cost of the activities of the Federation and in general, to raise funds for the Federation.
e. To negotiate and /or enter into agreements and/or contracts with airline companies hotels, travel operators and other entities for the benefit of some or all the categories of members of the Federation.
f. To establish strong media linkage to publicize the objectives of the Federation as well as performing activities, conferences, events and projects which the Federation may decide to support or sponsor.
g. To secure membership of the Federation in any matter relating to copyright, licenses rights or interests of all kinds whatsoever relating to performing activities and other events (including all kinds of the broadcasting, filming, all kinds of recordings of these performing activities and events) in countries where events of the Federation shall take place.
h. To establish, promote and maintain affiliation with clubs, associations, societies or other organizations with purposes consistent with the objectives of the Federation and whom the Federation consider as friends.
i. To print, publish, distribute and sell or otherwise dispose of tickets, programmes, books, magazines, periodicals, and other publications and, if desirable, to have them protected under relevant copyright laws, subject to the approval of the relevant authorities, where necessary.
j. To subscribe to, or become member of any organization whose objectives are in consonance in whole or in part with the objectives of the Federation, provided that no subscription or membership fee shall be paid to any organization except on the authority of the Executive Committee.
k. To do all such other lawful things as are incidental or conducive to the attainment of the above objectives or any of them.
6. The income and properties of the Federation shall be solely applied towards the promotion and attainment of the objectives herein.
7. The number of members of the Federation either individual member or corporate member shall be unlimited provided that such members the qualifications specified herein.
8. For the attainment of the objectives listed above the Federation shall organize an international conference each year to promote awareness of and discussion on topics of interest in the international arts community and to provide its members an opportunity to network among themselves and with others with similar interests.
9. The venue shall be decided by the Executive Committee and may be any city in the Asia / Oceania region. The Federation shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.
10. There shall be three categories of membership:-
a. ORDINARY MEMBERSHIP – Ordinary Membership may be granted to an individual or corporation who is interested or involved in the performing arts in any manner, regardless of nationality or who maintains an office in any city in the Asia/Oceania region for the principal purpose of carrying out such activities, subject to the following-:
(i) such member or corporation seeking membership must be nominated by an existing member from the same region or city or by the chairperson of the Board of Governors, whose nomination may be from any region or city;
(ii) the prescribed membership fee must be paid; and
(iii) the nomination must be approved by the Executive Committee.
(iv) each corporation shall have one representative
(v) such a member shall have voting rights and can hold office
b. ASSOCIATE MEMBERSHIP (OBSERVER STATUS) – Associate membership may be granted to an individual or corporation of any nationality and from any region or city who is interested or involved in the performing arts and express such interest by paying the prescribed fees for and attending the Federation’s annual conference. Associate members shall have no voting rights and cannot hold office.
c. HONORARY MEMBERSHIP – Honorary membership may be conferred by the Executive Committee to any individual or corporation who has rendered exceptional or outstanding service or financial contribution to the Federation. Honorary members shall not have the right to vote or hold office.
BOARD OF GOVERNORS
a. The Board of Governors shall be composed of a minimum of thirty members and a maximum of fifty members who shall be elected at the Annual General meeting of FACP as provided herein.
Before acceptance as a member of the Board his or her name shall be proposed and seconded by existing members from the same region or city and election will follow on a simple majority vote of the members.
Members of the Board of Governors shall serve a term of three years. Retiring members of the Board of Governors shall be eligible for re election.
Amended Clause 11b. Board of Governors Members Board of Governors shall serve as individual members not as representative from any region or city. Not more than three members shall be from the same city or region provided the Executive Committee may in its absolute discretion allow the nomination of more than three members from any city or region if it considers there are exceptional circumstances provided further that the voting rights of the members nominated under this clause shall be limited to five.
c. The duly elected members of the Board of Governors shall elect from among them a Chairperson.
d. Notwithstanding the provisions abovementioned regarding the election of members to the Board, the chairperson shall have the authority:-
(i) to appoint a new member from any region or city to be a governor if there is none from that region or city and/or
(ii) to appoint a new member or members to the Board to make up the required number of governors if there is a shortage of nominations.
a. The management and administration of the affairs of the Federation shall be vested in the Executive Committee which may exercise all powers and do all acts authorized by this constitution. The term of office of the Executive Committee shall be three years.
b. The Executive Committee shall be comprised of the following members from the Board of Governors who shall all be elected by the Board of Governors:-
i. The Chairperson of the Executive Committee shall be the Chairperson of the Board of Governors elected under paragraph 11c above.
ii. A minimum of three and a maximum of five Vice-Chairperson
iii. One Secretary
iv. One Treasurer
v. Two ordinary members of the Executive Committee.
c. In the absence of the Chairperson, one of the Vice-Chairpersons (according to seniority) shall assume the position of the Chairperson of the Executive Committee.
d. The Executive Committee shall have the authority as and when it deems necessary to co-opt as adviser or advisers of the Executive Committee, persons who are members or non-members of the Federation who possess specialist knowledge and/or skills that are deemed useful provided that such co-opted person or persons shall have no voting rights in the Executive Committee.
APPOINTMENT OF SUB-COMMITTEES
a. The Executive Committee may from time to time appoint such sub-committees as it considers necessary for securing the efficient discharge of any special function provided that no delegation made hereunder shall preclude the Executive Committee from exercising or performing or resuming at any time any of the powers and duties so delegated.
If there is any conflict between the decision of the sub committee and the Executive Committee, the decision of the Executive Committee shall prevail.
b. The Executive Committee shall appoint a chairperson, a secretary and a minimum of 2 and a maximum of 4 members for each sub-committee.
All appointees must be members of the Federation, provided that such sub-committee may, if necessary, appoint additional members of the sub-committee from among members and non-members, who are specialists for providing advice. Non-members shall have no voting right.
c. Any sub-committee so appointed, in the exercise of the powers so delegated must conform to any rules that may be imposed on it by the Executive Committee.
d. The Executive Committee and sub-committees shall cause proper minutes to be made in books provided for the purpose:-
(i) of the appointment of all subcommittees made by the Executive Committee;
(ii) of the names of the Executive Committee members present at each meeting of the Executive Committee and of the sub-committees
(iii) of all the resolutions and proceedings at all meetings of the Federation and of the Executive Committee and/or sub-committees.
PROFESSIONAL STAFF & FACILITY
14. For the purpose of attaining the above stated objectives of the Federation the Executive Committee may:-
a. in addition to the office bearers appointed under paragraph 12 above retain or employ other officers as well as professional, artistic and technical advisers and a support staff upon such terms which may be deemed necessary to accomplish the objectives of the Federation. The Executive Committee may also pay the said persons reasonable salaries and/or fees and/or give other benefits as it deems proper.
b. lease or otherwise acquire premises which will be used as office for the use of its employees, and subject to the approval of the Executive Committee, for the use of some or all categories of its members;
c. acquire through purchase, rent or otherwise, office equipment and goods for the use of its employees, and subject to the approval of the Federation, for the use of some or all categories of its members, and to sell or otherwise dispose of said equipment and goods.
DUTIES OF OFFICE BEARERS
a. The Chairperson shall chair all General and Executive Committee meetings and shall also represent the Federation in dealings with outside persons.
b. One of the Vice Chairpersons to be decided by the Chairperson shall deputize for him in his absence.
c. The Secretary shall keep all records, except financial, of the Federation and shall be responsible for their correctness. He shall keep minutes of all General and Executive Committee meetings. He shall maintain an up to date Register of members at all times.
d. The Treasurer shall keep all funds and collect and disburse all monies on behalf of the Federation and keep an account of all monetary transactions and shall be responsible for their correctness. He shall deposit all cash in a bank. Cheques for withdrawals from the bank shall be signed by the Treasurer and either the Chairperson or the Secretary.
AUDIT AND FINANCIAL YEAR
a. One voting member, not being member of the Executive Committee shall be elected as Honorary Auditor at the Annual General Meeting and will hold office for three (3) years only. The accounts of the Federation shall be audited by a firm of Certified Public Accountants if the gross income or expenditure of the Federation exceeds S$500,000 in that financial year.
b. The Honorary Auditor:
(i) Will be required to audit each year‘s accounts and present a report upon them to the Annual General Meeting.
(ii) May be required by the President to audit the Federation's accounts for any period within their tenure of office at any date and make a report to the Executive Committee.
c. The financial year shall be from 1st January to 31st December.
a. Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden on the Federation’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
b. The funds of the Federation shall not be used to pay the fines of members who have been convicted in a court of law.
c. The Federation 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.
d. The Federation shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
e. The Federation shall not hold any lottery, whether confined to its members or not, in the name of the Federation or its office bearers, Executive Committee, Board of Governors or members unless with approval of the relevant authorities.
f. The Federation shall not raise funds from the public for whatever purposes without the prior approval in writing if the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities.
MISCONDUCT OF MEMBER
18. Any member whose conduct is, in the opinion of the Executive Committee, detrimental to the interests of the Federation in any manner, may be required to provide an explanation for such conduct. The Executive Committee, shall after considering such explanation decide on whether the conduct of the member warrants his or her expulsion from the Federation and shalt take action accordingly. Any member whose membership has been terminated shall have the right to appeal to the General Meeting within one month of notification of his termination. The decision of the General Meeting shall be final.
ANNUAL GENERAL MEETING
a. The supreme authority of the Federation is vested in a general meeting of the members.
b. An Annual General Meeting of the Federation shall be held once in every calendar year at such time (not being more than 15 months after the holding of the last preceding general meeting) and place as may be decided by the Board of Governors.
c. At other times an Extraordinary General Meeting must be called by the Chairperson on the request in writing of not less than 25% of the total voting membership or 25 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 Secretary setting forth the business that is to be transacted. The Extraordinary Meeting shall be convened within 1 (one) month from receiving this request to convene the Extraordinary Meeting.
d. If the Executive Committee does not within 1 (one) month after the date of receipt of the written request proceed to convene an Extraordinary Meeting, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary Meeting by giving 15 days notice to voting members setting forth the business to be transacted.
e. At least 30 days notice shall be given of an Annual General Meeting and at least 15 (fifteen) days notice of an Extraordinary Meeting. Notice of meeting shall stating the date, time and place of meeting shall be sent by the Secretary to all voting members.
f. The following matters shall be considered at the Annual General Meeting:-
(i) The previous financial year's accounts and annual report of the Executive Committee
(ii) Where applicable, the election of governors to the Board of Governors and the Honorary Auditor for the following term.
g. Any member who wishes to plece an item on the agenda of a General Meeting may do so provided he gives notice to the Secretary 2 (two) weeks before the meeting is due to be held.
h. At least 25% of the total voting membership or 25 voting members, whichever is less, present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of a quorum.
i. In the event of there being no quorum at the commencement of the 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.
a. The Executive Committee shall cause proper books of accounts to be kept in respect of all sums of money received and expanded by the Federation and shall maintain a record of all financial matters and assets and liabilities of the Federation.
b. The books of account shall be kept at the place of business and shall always be open for the inspection of the executive committee members.
c. True accounts shall be kept of all monies received and expended by the Federation and shall be open for inspection of the members subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the rules of the Federation.
a. Every member eligible to Vote under these rules shall do so in the following manner:-
(i) in person if he or she is personally present at the relevant meeting or
(ii) by registered mail or electronic mail or
(iii) by proxy provided that such proxy is given to a member attending the meeting and that member is limited to only one proxy.
b. Except for clauses 22 and 25 any decision requiring voting under this constitution shall be decided by a simple majority. The chairperson of any meeting shall have the authority to decide on the manner of voting e.g. by a show of hands or by ballot.
22. Unless otherwise stated a notice may be served by the Federation on any member either personally or sending it through the post or email to an address or fax number shown in the register of members at least 14 days prior to the meeting.
AMENDMENTS TO CONSTITUTION
23. The Federation shall not amend its Constitution without the prior approval in writing of the Registrar of Societies. No alteration or addition/deletion to this constitution shall be passed except at a general meeting and with the consent of two thirds (2/3) of the voting members present at the General Meeting.
24. In the event of any question or matter pertaining to day to day administration which is not expressly provide 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 members.
25. In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary 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.
a. The Federation shall not be dissolved except with consent of not less than three fifths (3/5) of the total voting membership of the Federation for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose.
b. In the event that the members vote to dissolve the Federation, the general meeting shall empower the members of the Board of Governors in office at the date of the meeting to draft proposals for the distribution of any funds in the Federation’s account after payment of any outstanding debts and liabilities. The Board shall prepare proposals for the distribution of the funds to approved bodies and organizations in Singapore whose objectives are most closely aligned to the objectives of the Federation.
c. A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.