fablab-docs/FabLabSG_Constitution.md

FabLab Federation (Singapore)

Constitution

ARTICLE I. NAME

1. This Society shall be known as the “The FabLab Federation (Singapore)”, hereinafter referred to as the “FabLabSG”.

ARTICLE II. PLACE OF BUSINESS

1. Its place of business shall be at “xxxxxxxxxxxxxxxxxx” or such other address as may subsequently be decided upon by the Management Board and approved by the Registrar of Societies. The FabLabSG shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

ARTICLE III. OBJECTIVES

1. The objectives of the FabLabSG are:

• To develop and sustain a healthy community of 'makers' in Singapore by promoting the FabLab Movement's values:

  • 'Maker' mindset (curiosity, creativity, design, construction, innovation, learning by doing)
  • Sharing and collaboration
  • Sustainability and inclusiveness
  • Social responsibility

• To facilitate the collaboration and integration of the multiple makers communities in Singapore.

• To enable the deployment of digital fabrication resources and their fair sharing accross the cummunity.

• To enable the development and delivery of training and certification in digital design and fabrication technologies, making them available to the general public.

• To design, develop, implement, own and maintain on behalf of the community, the IT infrastructure required for the seamless integration of their digital design and fabrication workflows.

• To articulate the voice of the makers community to provide advocacy, engagement and collaboration with the relevant stakeholders in Singapore and abroad.

• To actively cooperate with, and supplement the activities of existing institutions in Singapore and abroad on matters related to the objects mentioned in the clauses of this Article.

2. FabLabSG shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.

ARTICLE IV. MEMBERSHIP

Section A. Categories of membership and qualification.

1. Corporate Membership: Any legal entity, company, partnership or sole proprietorship formed, founded or incorporated in Singapore; or if formed, founded or incorporated outside Singapore; which has a clear and tangible interest in Singapore and the FabLab Movement.

2. Individual Membership: Any individual no matter his/her nationality, who is at least twenty-one (21) years of age, resident in Singapore or outside Singapore, and who has a clear and tangible interest in Singapore and the FabLab Movement.

3. Junior Membership: Any individual no matter his/her nationality, who is below twenty-one (21) years of age, resident in Singapore or outside Singapore, and who has a clear and tangible interest in Singapore and the FabLab Movement. Junior members shall become Individual members on the day of their 21st birthday.

4. Honorary Membership: Honorary members shall be individuals, companies or institutions elected by the Management Board. All Honorary Members shall be exempted from payment of any membership dues and their term will be determined by the Management Board. Honorary members do not have to be residents in Singapore.

5. Special Membership: Legal entities or individuals, not otherwise qualified for membership, whose relationships with the FabLab Movement are such that their membership in FabLabSG will, in the opinion of the Management Board, contribute towards achievement of the objects of FabLabSG.

Section B. Determination of Membership

1. The acceptability of any applicant for membership, or for change in classification of membership in FabLabSG, shall be determined by the Management Board or by persons appointed to do so under its authority. The Management Board may waive payment in whole or in part of any membership fee on any Member on special circumstances as determined by the Management Board in its sole discretion.

2. Application for membership shall be on a form prescribed by or under the authority of the Management Board containing the name, address, and business activity or occupation of the candidate and shall be sent to the office of FabLabSG.

Section C. Voting Rights

1. Corporate Members shall have full voting rights at any meeting of FabLabSG. Each Corporate Member shall nominate one or more employee(s) of good standing to be its representative(s) in FabLabSG, one of whom is to be named by the Corporate Member to exercise the right of vote. Each Corporate Member is entitled to one vote only.

2. Individual Members shall have full voting rights at any meeting of FabLabSG.

3. Junior, Honorary and Special Members may nominate one or more individuals or employees to be their representative(s) in FabLabSG, none of whom will have any voting rights at General Meetings.

4. Any member with voting right may authorize any other member to vote on his/her behalf at General Meetings of FabLabSG, in accordance with Article VI, Section E.

Section D. Privilege to Hold Office

1. Only members under Article IV Section A 1 and 2 and resident in Singapore may hold elective office in FabLabSG.

Section E. Resignation and Termination

1. In order to resign from a membership, written notice must be given to the Management Board of FabLabSG. If any membership lapses for non-payment of membership dues or other moneys due to FabLabSG or when the member is no longer eligible for membership, resignation will be determined by FabLabSG.

2. Representatives of Corporate Members will no longer represent the company member when (a) the voting representative advises FabLabSG accordingly or (b) FabLabSG is advised that the individual is no longer an employee of the member company.

3. The Management Board may terminate a membership or representation for cause such as having been convicted in court of law of an offense touching on moral turpitude or bankruptcy.

ARTICLE V. MEMBERSHIP FEES

1. A member joining the FabLabSG shall pay an entrance fee to the FabLabSG at such rate or rates as the Management Board may from time to time decide, either generally or in a specific case.

2. An annual membership fee shall be paid by each member at the time the application for membership is received and approved by the Management Board.

3. If a member falls into arrears with his subscription or other dues, he/she shall be informed immediately by the Honorary Treasurer. If he/she fails to settle his/her arrears within four weeks of their becoming due, the Management Board may order that he/she be denied privileges of membership (including without limit, the right to vote at the General Meetings of the FabLabSG) until he/she settles his/her account. If he/she falls into arrears for more than three months, he/she will automatically cease to be a member unless otherwise resolved by the Management Board.

4. An entity or individual who ceases to be a member for any reasons whatsoever shall not be entitled to claim a refund in whole or in part of any entrance fee or membership fee in respect of the unexpired portion of the year. The member shall be liable for all the arrears of his/her subscription fees.

5. The income and property of the FabLabSG whenever derived shall be applied towards the promotion of the objects of the FabLabSG 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 the FabLabSG or to any of them or to any person claiming through any of them. Members and Management Board Members shall be entitled to reimburse of all expenses incurred for or on behalf of FabLabSG.

ARTICLE VI. SUPREME AUTHORITY AND GENERAL MEETINGS

Section A. Supreme Authority

1. The supreme authority of the FabLabSG is vested in a General Meeting of the members.

Section B. Annual General Meeting

1. The Annual General Meeting (AGM) shall be held not later than the 30th day of June each year and at least two weeks' notice will be given to the members and representatives eligible to vote.

2. The new Management Board elected shall take office immediately and shall be responsible for all activities of the FabLabSG until the conclusion of the following AGM.

3. The following businesses will be considered at the Annual General Meeting:

   • Presentation by the Management Board of an annual report of activities held during the preceding year, and the financial statements for the preceding financial year,
   • The election of the Management Board Members (if applicable),
   • The appointment of two Internal Auditors for the following year,
   • The appointment of Trustees (if applicable),
   • The appointment of a Legal Adviser (if applicable),
   • Other businesses detailed in the agenda included in the notice of the meeting.

4. The Honorary Secretary shall notify every member at least two weeks before the AGM including the particulars of the agenda.

5. Any member who wishes to add to the agenda any relevant new item which can only be discussed at the AGM may do so by giving notice to the Honorary Secretary at least ten days before the AGM is scheduled to be held.

6. The report, financial statements and additions to the agenda which can only be discussed at the AGM shall be circulated to all members at least five days before the AGM.

Section C. Extraordinary General Meetings

1. At any time for any special purpose, an Extraordinary General Meeting (EGM) must be called by the Honorary Secretary on the request in writing of not less than fifteen (15) voting members, and may be called at any time by order of the Management Board. The EGM shall be convened within two months from receiving this request to convene the EGM.

2. The written requisition stating the purpose for which the EGM is required shall be lodged with the Honorary Secretary of the FabLabSG.

3. The Honorary Secretary shall notify every member at least fourteen days before the EGM including the particulars of the agenda.

4. If the Management Board does not within two (2) months after the date of the receipt of the written request proceed to convene an EGM, the members who requested for the EGM shall convene the EGM by giving ten (10) days' notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the FabLabSG's notice board.

Section D. Quorum

1. The quorum for the Annual General Meeting and Extraordinary General Meeting shall be fifteen (15) voting members. 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.

2. The meeting shall then proceed with the business on the agenda but it shall not have power to amend any part of the existing Constitution or to dissolve the FabLabSG.

Section E. Voting Procedures

1. Each Member with a right to vote shall be entitled to a single vote on any resolution.

2. Each Member with a right to vote shall be entitled to attend and vote at General Meetings in person or in their absence, by proxy, provided that:

   a) a member does not appoint more than one proxy for any one General Meeting, and

   b) no person present at the General Meeting may hold more than 5 proxies on behalf of Members.

   c) Only members who are not resident in Singapore shall be allow to vote by proxy.

3. The instrument appointing a proxy shall be in a form approved by the Management Board.

4. Voting at General Meetings shall be by show of hands of the members present and voting or, subject to the agreement of the majority of the voting members present, by a secret ballot.

5. Resolutions shall pass by a simple majority of the members present and voting except where a greater majority is stipulated pursuant to Article XII (Amendments to Constitution) and Article XVII (Dissolution).

ARTICLE VII. MANAGEMENT AND COMMITTEE

1. The administration of the FabLabSG shall be entrusted to a Management Board consisting of the following to be elected at alternate Annual General Meetings:

   • The Honorary President
   • The Honorary Vice President
   • The Honorary Secretary
   • The Honorary Assistant Secretary
   • The Honorary Treasurer
   • The Honorary Assistant Treasurer
   • 3 other members

2. Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a qualified quorum and 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. The term of office of the Management Board is two years.

3. In the event of a tie, when electing a new Management Board 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) withdraws in favour of one of themselves.

4. A Management Board Meeting shall be held at least once every three months after giving seven days' notice to Management Board members. The Honorary President may call a Management Board Meeting at any time by giving five days' notice. At least half of the current Management Board members must be present for its proceedings to be valid.

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

ARTICLE VIII. POWERS AND DUTIES OF OFFICE-BEARERS

1. The Management Board shall oversee and define the strategies of the FabLabSG for properly carrying out the objects of the FabLabSG in accordance with the Constitution.

2. The Management Board shall have the full power to make, alter, add or reject by-laws and rules regulating the affairs of the FabLabSG on matters not inconsistent with the Constitution. Such by-laws or rules so made, added to, altered or rejected shall come into operation at such time as is fixed by the Management Board.

3. The Management Board shall have power to authorize the expenditure of such sums as it may deem fit from the FabLabSG's funds for the FabLabSG's purposes. The Management Board may not act contrary to decisions made at General Meetings without first referring such matters to a General Meeting of members for approval.

4. The Honorary President shall:

   a) be the spokesperson for FabLabSG,

   b) communicate from time to time with the other bodies for the purpose of obtaining and transmitting information on all matters likely to prove beneficial or of interest to members and to the Society.

5. The Honorary President or, in the absence of the Honorary President, the Honorary Vice President shall preside at all meetings of the Management Board and of FabLabSG. In the absence of both a member of the Management Board shall preside.

6. The Honorary Vice President shall assist the Honorary President and deputise for him/her in his/her absence for the duties as enumerated herein.

7. The Honorary Secretary shall keep all records, except financial, of the FabLabSG and shall be responsible for their correctness. He/she will keep minutes of all General and Management meetings. He/she shall maintain an up-to-date Register of Members at all times.

8. The Honorary Assistant Secretary shall assist the Honorary Secretary in and where necessary the duties as enumerated herein. In the absence of the Honorary Secretary, the Honorary Assistant Secretary shall perform such of the duties of the Honorary Secretary as may be directed by the Management Board.

9. The Honorary Treasurer shall:

   a) retain all funds collected, and disburse all monies on behalf of the FabLabSG and shall keep an account of all monetary transactions, and shall be responsible for their correctness;

   b) Issue and sign receipts, vouchers and other related documents for money received on behalf of the FabLabSG;

   c) Render such financial reports or statements to be submitted at each Management Board Meeting and an Annual Statement of Income and Expenditure and Balance Sheet as at 31st December and 30th June each year for submission to the Annual General Meeting;

   d) Deposit all money and other valuables belonging to the FabLabSG in such bank or banks as may be designated or approved by the Management Board except a certain sum in cash the amount of which shall be fixed by the Management Board from time to time to meet petty cash expenses on behalf of FabLabSG.

10. The Honorary Assistant Treasurer shall assist the Honorary Treasurer in and where necessary the duties as enumerated herein. In the absence of the Honorary Treasurer, the Honorary Assistant Treasurer shall perform such of the duties of the Honorary Treasurer as may be directed by the Management Board.

11. The Honorary Treasurer, Honorary Assistant Treasurer, the Honorary President, Honorary Vice President, the Honorary Secretary or Honorary Assistant Secretary shall be allowed to sign cheques singly up to and including SGD10,000. Over SGD10,000 any officer may sign jointly with one of the other officers. Further, the Honorary Treasurer shall be authorized to negotiate overdraft facilities on behalf of FabLabSG following approval by the Management Board.

ARTICLE IX. FINANCIAL MATTERS

1. Financial Year
   The financial year of the FabLabSG shall end on 31st December each year, to which day the accounts of the FabLabSG shall be balanced.

2. Audit
   The accounts shall as soon as practicable after the end of the financial year be audited annually by two Internal Auditors appointed as auditors at each AGM and if at the moment of the AGM the position of auditor is or are vacant, the Management Board will elect the Internal Auditor(s).The term of office for the Internal Auditors is one year and they shall be eligible for reappointment. The accounts of FabLabSG shall be audited by a firm of Public Accountants and Chartered Accountants if the gross income or expenditure of the Society exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.

3. Annual report
   The Management Board shall draw up a yearly report on the state of the FabLabSG, which shall be presented at the Annual General Meeting.

4. Accounts
   The Management Board shall keep full and proper accounts of all monies received and expended by the FabLabSG and of matters in respect of which such receipts and expenditures take place and of all the properties, credits and liabilities of the FabLabSG.

5. Funds
   The Honorary Treasurer shall take and receive all monies payable to the FabLabSG under this Constitution. All fees and other monies payable to the FabLabSG shall be paid forthwith into a bank account(s) approved by the Management Board. Payments that are certified as correct by the Honorary President or by the Management Board shall be made from the said bank account(s).

ARTICLE X. TRUSTEES

1. If FabLabSG at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

2. The trustees of FabLabSG shall:

   a) Not be more than four and not less than two in number.

   b) Be elected by a General Meeting.

   c) Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

   d) Be elected for a term of four (4) years and reappointed for a maximum period of another four (4) years.

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 it undesirable that he continues as a trustee.

   d) If he submits notice of resignation from his trusteeship.

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 FabLabSG'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.

5. The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies.

ARTICLE XI. VISITORS AND GUESTS

1. Visitors and guests may be admitted into the premises of the FabLabSG but they shall not be admitted into the privileges of the FabLabSG. All visitors and guests shall abide by the FabLabSG rules and regulations.

ARTICLE XII. AMENDMENTS TO CONSTITUTION

1. FabLabSG 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 not less than two-thirds (2/3) of the voting members present and voting representatives voting in person or by proxy at the General Meeting.

ARTICLE XIII. INTERPRETATION

1. In the event of any question or matter arising out of any point which is not expressly provided for in the Constitution, the Management Board shall be entitled to determine such question or matter in its discretion, and the Management Board's decision shall be final and conclusive unless it is reversed at a General Meeting of members.

ARTICLE XIV. NOTIFICATION OF CHANGE OF ADDRESS

1. Any alteration in the place of business of any member shall be notified to the Honorary Secretary. A notice to any member sent by post to his address in the roll of members shall be deemed to be duly delivered.

ARTICLE XV. PROHIBITIONS

1. 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 FabLabSG's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

2. The funds of the FabLabSG shall not be used to pay the fines of members who have been convicted in court of law.

3. The FabLabSG 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.

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

5. The FabLabSG shall not hold any lottery, whether confined to its members or not, in the name of the FabLabSG or its office-bearers, Management Board or members unless with the prior approval of the relevant authorities.

6. The FabLabSG shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary.

ARTICLE XVI. DISSOLUTION

1. The FabLabSG shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the FabLabSG, either in person or by proxy, at a General Meeting convened for the purpose.

2. In the event of the FabLabSG being dissolved as provided above, all debts and liabilities legally incurred on behalf of the FabLabSG shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of members may determine or donated to an approved charity or charities in Singapore.

3. A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

ARTICLE XVII. DEFINITIONS

In these Article and all Regulations made herein unless there be something repugnant in the subject matter or context:

1. “FabLabSG” shall mean The FabLab Federation (Singapore).
2. "FabLab Movement" shall mean the international movement initiated by the FabLab Foundation.