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Constitution of the
Obesity and Metabolic Surgery Society of Singapore

Article 1. Name

The Society shall be called the “Obesity and Metabolic Surgery Society of Singapore, hereinafter referred to as the “Society”.

Article 2. Place of Business

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

Article 3. Purposes

The purposes of the Society are: 1. To promote the advancement of knowledge, and maintain standards, in the clinical area of the diagnosis and the treatment of the disease of obesity and metabolic disorders, with particular emphasis on the use of surgical procedures; 2. To promote and foster research in the basic and clinical sciences related to the disease of obesity and metabolic syndrome, and its treatment; 3. To provide guidelines to relevant professional associations and colleges, as well as governments, on the training of clinicians and the practice of obesity and metabolic surgery in Singapore; 4. To facilitate contact between persons interested in this and related fields; And 5. To disseminate widely all information and new knowledge obtained.

These scientific and educational objectives are to be met by holding meetings and organising publications or by any other means deemed to be appropriate, with the approval of relevant authorities where necessary.

Article 4. Incorporation

The Society must not be carried on for the purpose of profit or gain of any member of the Society (Member). The Society shall be affiliated to the International Federation for the Surgery of Obesity and Metabolic Disorders.

Article 5. Membership

Section 1

Membership will be open to all individuals in basic or medical sciences who have exhibited an interest in and have contributed to the purposes of the Society. The Society shall consist of Regular and Associate Memberships:

  • Regular Membership is open to registered medical practitioners. Any prospective member should submit his/her particulars on a prescribed form, with a proposer and seconder who shall be members of the Society. Having been approved by the Executive Council and paid their dues, he/she will be elected to the membership of the Society. The names of the accepted Regular Members are reported at the Annual General Meeting. Regular Members shall have the right to vote and hold office. All bariatric surgeon members are automatically members of the International Federation for the Surgery of Obesity and Metabolic Disorders (IFSO) and are subject to all rules and regulations of IFSO and the IFSO Asia Pacific Chapter (IFSOAPC) including membership dues and journal subscription.

  • Associate Membership is open to allied health professionals, shall be elected as a member of the Society by the same procedure for Regular Members. They will pay a reduced level of dues as determined by the Executive Council and are non-voting members. Associate Members do not have the right to hold office.

Section 2

Membership may be withdrawn from any category for reasons such as proven professional, financial, legal or ethical misdemeanour by simple majority decision of the Executive Council. A member, whose membership is withdrawn, may within one month of the notification of the withdrawal, appeal to the General Meeting of members against the decision of the Executive Council. The decision of the General Meeting shall be final.

Article 6. Entrance Fees, Subscriptions and Other Dues

Section 1

The subscription for the Members shall be set by the Executive Council and approved by the General Meeting.

Section 2

There will be no entrance fee payable for all members.

Section 3

An annual subscription is payable no later than two weeks before the IFSO subscription deadline.

Section 4

The Treasurer shall remind those members whose dues are in arrears. Suspension of members’ privileges (including voting rights and IFSO membership) may be imposed if these arrears are not paid by the IFSO subscription deadline. Privileges will only be reinstituted after these arrears are paid in full.

Section 5

Any additional funds required for special purposes may only be raised from members with the consent of the General Meeting.

Section 6

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

Article 7. General Meetings

Section 1:

The supreme authority of the Society is vested in the General Meeting of the members.

Section 2:

An Annual General Meeting shall be held within 3 months after the close of the financial year. The President shall chair the General Meetings.

Section 3:

At other times, an Extraordinary General Meeting must be called by the President at the request in writing of no less than 25% of the total voting membership. 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 two months from receiving this request.

Section 4:

If the Executive Council does not within two months after receipt of the request, convene the Extraordinary General meeting, the members who submitted the request shall convene the Extraordinary General Meeting by giving 10 days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Society’s notice board.

Section 5:

At least two weeks notice shall be given of the Annual General Meeting and at least 10 days’ notice of an Extraordinary General Meeting. Notice of these meetings, stating the date, time and place of meeting, and the agenda, shall be sent by the Secretary to all voting members.

Section 6:

Unless stated otherwise in this Constitution, voting by proxy shall not be allowed at all General Meetings.

Section 7:

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

  • The previous year’s accounts and annual report of the Executive Council.

  • The President’s Report.

  • The election and approval of new members to the society.

  • The approval of IFSO subscriptions for the next calendar year.

  • Where applicable, the election of office bearers and Honorary Auditor for the following term.

Any member who wishes to place an item on the agenda may do so by giving notice to the Secretary 1 week before the due date of the meeting.

Section 8:

At least 25% of the total voting members present at a General Meeting shall constitute a quorum. Proxies shall not be counted as part of the quorum.

Section 9:

In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for 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.

Section 10:

Meetings of this Society shall be conducted according to the procedures designated by the Executive Council, not inconsistent with this Constitution, and always subject to the Societies Act and Regulations.

Article 8. Executive Council

Section 1:

An Executive Council will consist of: President, President-Elect, Secretary, Treasurer and 1 Elected Member. All candidates for election to office must be a fully paid up voting member of the Society

Section 2:

Each Council Member will serve for a period of one term of two years, starting from the next calendar year following the AGM in which he or she is elected. All Executive Council Members may be re-elected for one further term after which he or she must stand down for a minimum of one term before being eligible for renomination, save for the position of President-elect who will be expected to complete one term as President. In line with this, the President of the society may only serve for one term in the role of the President. The Secretary or Treasurer shall call for nominations for the Executive Council Members not less than one week prior to the Annual General Meeting.

Section 3:

Election of Executive Council shall be done at the Annual General Meeting. Each office bearer shall be elected by a simple majority vote of the members at the Annual General Meeting. In the event of a tie, the Chairman of the meeting shall exercise his/her casting vote.

Section 4:

The Executive Council may appoint any voting member of the Society to serve an unexpired term of a member of the Executive Council that may fall vacant. Any changes in the Executive Council shall be notified to the Registrar of Societies within two (2) weeks of the change.

Section 5:

The general business of the Society will be administered by the Executive Council. All issues required to be determined by the General Meeting of member shall be decided by a simple majority vote. In the event of any tie, the Chairman of the meeting shall exercise his/her casting vote.

Section 6:

The Executive Council shall meet as frequently as circumstances permit, and always at the time of the Annual General Meeting of the Society. Any meeting of the Executive Council shall require the presence of a majority of the Council Members. Discussions at meetings that do not meet this criterion must be reported to the full Executive Council for further action. Any decisions required to be made must be approved by a simple majority vote of the full Executive Council. In the event of any tied vote, the President shall have the deciding vote.

Section 7:

The duty of the Executive Council is to organise and supervise the daily activities of the Society. The Executive Council 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.

Article 9. Duties of Officers

Section 1:

The President is the Chief Executive Officer of the Society and is responsible for the standing of the Society, for the organisation of the Annual General Meeting and for the maintenance and development of the wider activities of the Society. The President shall chair all meetings of the Society and Executive Council.

Section 2:

The President-Elect will assist the President and assume the responsibilities of the President on any occasion when the absence or incapacity of the President precludes him or her from discharging those responsibilities. The same will be the case in the event of the death or long-term disability of the President. Assumption of this responsibility will not deprive the President-Elect of the subsequent full term of office as President.

Section 3:

The Secretary shall be responsible for:

  • recording all the proceedings of the meetings of the Executive Council and of the Annual General Meeting;

  • maintaining the records and documents of the Society;

  • editing a regular Newsletter to be sent out to the membership;

  • holding and dealing appropriately with forms of application for membership; and

  • maintaining an up-to-date list of the names and addresses of the membership.

Section 4:

  • The Treasurer shall be responsible for:

  • handling the dues of registered members;

  • keeping an account of all the financial transactions of the Society;

  • causing the monies and any other valuable assets of the Society to be held in safe deposit in a manner as approved by the Executive Council; and

  • providing a statement of accounts for approval at the Annual General Meeting.

Section 5:

  • The Elected Member shall assist in the general administration of the Society and perform duties assigned by the Executive Council from time to time.

Article 10. Amendments to Constitution

The Society 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 seventy-five percent (75%) of the voting members present at the General Meeting.

Article 11. Audit and Financial Year

Section 1:

One voting member, not being member of the Executive Council, shall be elected an Honorary Auditor at the Annual General meeting and shall hold office for two years. The accounts of the Society shall be audited by a firm of Certified Public Accountants if the gross income of the Society exceeds $500,000 in the financial year, in accordance with Section 4 of the Societies Regulations.

Section 2:

The Honorary Auditor: 

  • Will be required to audit each year's accounts and present a report upon them to the Annual General Meeting.

  • May be required by the President to audit the Society's accounts for any period within their tenure of office at any date and make a report to the Executive Council.

Section 3:

The financial year shall be from 1 st April to 31 st March.

Article 12. Interpretation

In the event of any question or matter pertaining to the day-to-day administration, which is not expressly provided in this constitution, the Executive Council shall have power to use its own discretion. The decision of the Executive Council shall be final unless it is reversed by the General Meeting of members.

Article 13. Dispute

In the event of any dispute arising amongst members, they shall attempt to resolve the matter at the General Meeting in accordance to the constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

Article 14. Prohibitions

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

Section 2:

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

Section 3:

The Society 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.

Section 4:

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

Section 5:

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

Section 6:

The Society 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.

Article 15. Visitors and Guests

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.

Article 16: Dissolution

Section 1:

The Society shall not be dissolved, except with the consent of not less than three-fifths (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.

Section 2:

The Society shall not be dissolved, except with the consent of not less than three-fifths (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.

Section 3:

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

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