This Association shall be known as the “Association of Financial Advisers (Singapore)”, hereinafter referred to as the Associaton”.

1. PLACE OF BUSINESS
   
   Its place of business shall be at “24 Raffles Place, #14-02 Clifford Centre, Singapore 048621” or such other address as may subsequently be decided upon by the Executive 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.
   
   
2. OBJECTS
   
   2.1 The objects of the Association shall be: -
   
   2.1.1 to represent MAS licensed Financial Advisers (Firms) who provide advice on and sales of Financial Products (Exempt Financial Advisers Companies are excluded);
   
   2.1.2 to provide forum for the members to develop opinions, recommendations and programs, all of which will contribute to the further development of the financial services industry for the benefit of the public in Singapore;
   
   2.1.3 to endeavor to advance the interests of its members and of the institution of the Financial Advisers (Firm) in the following ways:
   
   (a) By taking steps as a group towards increasing the efficiency and professionalism of the Financial Advisers' Representatives recruited by members.
   
   (b) By co-operating with organizations engaged in developing more effective training on relevant sales and marketing,
   
   (c) By supporting those principles of prudent financial advice and sales which guarantee to the public the highest professional service; by taking no unfair advantage of competitors, and by not making or allowing to be made any incomplete, unfair or misleading statement concerning the contracts of standing of any company; by encouraging member firms to provide objective and fair advice and recommendations; by supporting the concept of 'Independence' and assisting member firms to achieve the standards of 'Independence' as laid down by the Financial Adviser Act and its Regulations; by endeavoring to develop knowledge, ability and character commensurate with the responsibilities of Financial Advisers (Firm) management and by refusing to countenance those practices by any Financial Adviser's Representative, which, in the expressed opinion of the majority of the membership, may immediately secure business but ultimately destroy public confidence.
   
   (d) By encouraging every Financial Adviser's Representative to upgrade his/her profession so as to further enhance professionalism in the industry.
   
   (e) To examine any proposed legislation by the Monetary Authority of Singapore (hereinafter called the "MAS") affecting the industry and in particular the Financial Advisers (Firms) and to promote and support and assist the implementation of such legislation.
   
   (f) To organize conferences or seminars locally or abroad for its members and for the general public in relation to matters pertaining to financial services.
   
   (g) To conduct courses relating to the advice on and sale of financial products.
   
   (h) To receive and hear complaints, disputes and claims made in relation to members of the Association; to set up or form such committees or bodies that may be appropriate to whom reference may be made of such complaints, disputes and claims and to facilitate the settling of such complaints, disputes and claims.
   
   (i) To do all such lawful things as are incidental or necessary to the achievement of the above objects or any of them.
   
   
3. MEMBERSHIP
   
   3.1 Ordinary Membership of the Association shall only be open to MAS licensed Financial Advisers (Firms) who have fulfilled the requirements as laid down by Monetary Authority of Singapore (MAS) or any other authority whereby the members of the Association are under its jurisdiction and who must fulfill the requirements of the Association's Constitution and by laws. Ordinary Members shall have the right to vote and to hold office in the Association.
   
   3.2 For the purposes of administration and management each member shall appoint two (2) persons who hold directorship or senior executive positions within the member’s company to represent itself in the Association (hereinafter called “recognized nominees”).
   
   3.3 A candidate for membership shall submit an application on the Association's prescribed form as well as documentary evidence that it has been licensed by MAS as a Financial Advisers (Firm).
   
   3.4 Membership in this Association shall automatically cease if any member retires, changes his vocational activity so as to be ineligible for membership, or no longer maintains his business or residence within the territorial limits of this Associations.
   
   3.5 Associate Membership in the Association shall comprise other professional firms who provide related services to our Ordinary Members e.g. legal, accounting, tax planning, investment advisers and any other category which may be defined by the Association that qualify under this category of membership from time to time. An Associate member of this Association shall pay annual membership dues as set forth in Article 4.2 and shall be entitled to all privileges of the Association except the right to vote and to hold office in the Association.
   
   3.6 Each application for membership shall be considered by the Membership Committee, which shall investigate the applicant’s qualifications for membership and report to the Executive Committee.
   
   3.7 All members shall be admitted by a majority vote of the Executive Committee.
   
   3.8 A copy of the constitution shall be furnished to every approved member upon payment of the entrance fee.
   
   3.9 Any member may resign from the Association provided that all his indebtedness has been paid. The resignation shall be submitted in writing to the Executive Committee, and shall become effective when accepted by the Executive Committee.
   
   3.10 In applying for membership to the Association, each applicant must sign a declaration, which reads " We do not compromise our status through business relation or activities with exclusive or exempt financial advisers companies or their representatives directly or indirectly."
   
   3.11 Members are not to sign any exclusive Agreement or Memorandum of Understanding with any particular exempt financial advisers company limiting or preventing them from doing business with more than one exempt Financial Advisers Company.
   
   3.12 Members besides meeting the criteria mentioned above, should at all times uphold the Objects of the Association so as to alleviate the status of the Association.
   
   
4. ENTRANCE FEES, SUBCRIPTIONS AND OTHER DUES
   
   4.1 A one time Registration fee of $200 and an annual Subscription Fee of $500 is payable by Ordinary Members within 4 weeks of election to membership in default of which membership may be cancelled by order of the Executive Committee.
   
   4.2 A one time Registration fee of $200 and an annual Subscription Fee of $250 is payable by Associate Members within 4 weeks of approval to membership in default of which membership may be cancelled by order of the Executive Committee.
   
   4.3 A one time registration fee and annual subscriptions are payable by members as determined by the Executive Committee from time to time.
   
   4.4 Any additional fund required for special purposes may only be raised from members with the consent of the General Meeting of members.
   
   
5. RIGHTS OF ORDINARY MEMBERS
   
   Ordinary Members of the Association shall have the following rights:
   
   5.1. To participate through their recognized nominees in meetings and propound any ideas which are in no way inconsistent with the Objects of the Association.
   
   5.2. To utilize any services that may be provided by the Association.
   
   5.3. To have one vote in a General Meeting in the form of either one of the recognized nominees.
   
   5.4. To be elected as a member of the Executive Committee in the form of either one of the recognized nominees.
   
   5.5. To be elected as a member of any sub-committees formed by the Executive Committee. If one of the recognized nominee has been elected into the Executive Committee the alternate nominee can serve in the sub-committee but both nominees cannot sit in the Executive Committee.
   
   
6. DISCIPLINE
   
   6.1. Any member being three (3) months in arrears in payment of dues shall automatically stand suspended, and shall be so notified in writing by the Honorary Secretary. Such member, upon payment of arrears, may, by two-thirds vote of the entire Executive Committee, be reinstated.
   
   6.2. Any member charged with conduct unbecoming of a member of this Association, and against whom such charges are sustained, after due and proper hearing before the Executive Committee, may be expelled from membership by a two-thirds vote of the entire Executive Committee. Such member may appeal to the General Meeting of Members against the Executive Committee’s decision. The decision of the General Meeting shall be final.
   
   6.3. Any person whose membership in this Association has been terminated in any manner shall forfeit all interest in the funds and property of the Association, and all rights to the use of the name, emblem or other insignia of this Association.
   
   
7. SUPREME AUTHORITY
   
   7.1. The supreme authority of the Association is vested in a General Meeting of the members presided over by the President.
   
   
8. ANNUAL GENERAL MEETNG
   
   8.1 The Annual General Meeting of the Association shall be held in July at such time and place as the Executive Committee may determine for the following purposes:
   
   8.1.1 To receive the annual report of the Executive Committee and pass the accounts for the preceding financial year.
   
   8.1.2 To elect members of the Executive Committee (once every 2 years).
   
   8.1.3 To appoint auditors for the ensuing year.
   
   8.1.4 To transact any other business of which seven (7) clear days notice has been given in writing to the Honorary Secretary.



9. EXTRAORDINARY GENERAL MEETING
   
   9.1. The Executive Committee shall call an Extraordinary General Meeting (hereinafter referred to as “EOGM”) whenever the Executive Committee considers it necessary and shall be bound to do so on receipt of a requisition signed by not less than 50% of the total voting membership who shall state in writing thereon the purpose for which they desire the meeting to be called. The EOGM shall be convened within two months from receiving this request to convene the EOGM.
   
   9.2. If the Executive Committee does not within two months after the date of the receipt of the written request proceed to convene an EOGM the members who requested for the EOGM shall convene the EOGM by giving ten (10) days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Association’s notice board.
   
   
10. GENERAL MEETING AND QUORUM
    
    10.1 Notice of every General Meeting stating the date, time and place of such General Meeting shall be sent by the Honorary Secretary to all voting members fourteen (14) clear days before the date of the meeting by post or circular and the particulars of the agenda shall be posted on the Association’s notice board four (4) days in advance of the meeting.
    
    10.2 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.
    
    10.3 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 10.4 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Honorary Secretary one (1) week before the meeting is due to be held.
    10.5 In any General Meeting, at least ¼ 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. 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.
    
    10.6 In the case of the EOGM called by not less than 50% of the voting members, 75% of those members who requisitioned for the EOGM must be present to form a quorum. Proxies shall not be constituted as part of the quorum. In the absence of the quorum, the EOGM will be abandoned.
    
    10.7 The President or, in his absence, the Vice-President, or in the absence of the President or the Vice-President, a member of the Executive Committee, to be elected by the Executive Committee, shall take the Chair.
    
    10.8 The Chairman shall have the power to exclude a member from the meeting if the latter misbehaves or disrupts the meeting. At all General Meetings, the Chairman shall have a casting vote.
    
    
11. 11. EXECUTIVE COMMITTEE
    
    11.1 The administration of the Association shall be entrusted to an Executive Committee who shall be elected from the recognized nominees of members of the Association at alternate Annual General Meetings which shall consist of the following:
    
    11.1.1 A President
    
    11.1.2 A Vice-President
    
    11.1.3 An Honorary Secretary
    
    11.1.4 An Honorary Assistant Secretary
    
    11.1.5 An Honorary Treasurer
    
    11.1.6 Six (6) Ordinary Committee members, and
    
    11.1.7 Immediate Past President
    11.2 All the members of the Executive Committee except the Immediate Past President
    
    11.2.1 Shall be elected by members at alternative Annual General Meeting;
    
    11.2.1 Shall be elected by members at alternative Annual General Meeting;
    
    11.2.2 Shall hold office for 2 years, unless they vacate office before then, and shall be eligible for election at the next Annual General Meeting, except that the Honorary Treasurer shall not be re-elected to the same post for a consecutive term;
    
    11.2.3 The President can hold office for only 2 consecutive terms.
    
    11.2.4 Candidate for the position of Vice President must have served in the current Executive Committee for at least one (1) full term.
    
    11.2.5 Candidate for the position of President must have served the current Executive Committee for two (2) consecutive terms, the last term must be the position of Vice President. In the event of unavailability of the Vice President, the current Hon Secretary shall be the next candidate for the position of President.
    
    11.2.6 In the event of the unavailability of the Vice President or the Hon Secretary, the candidate for the position of President shall be open to any of the current Executive Committee member who has served for at least one (1) full term.
    
    11.2.7 In the event of the unavailability of any of the above candidate for the positions of President and Vice President, the candidate may come from the general ordinary membership.
    
    11.2.8 Shall be an active member in good standing.
    
    11.3 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 members. 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.
    
    11.4 The outgoing President who has held office for a term immediately preceding the election of new office bearers and who is not seeking re-election to another position, shall sit in the new Executive Committee for a further term as the Immediate Past President. The Immediate Past President shall assume the role of an adviser and shall have no right to vote in the Association. If the outgoing President is re-elected as a member in the new Executive Committee, then the Immediate Past President position shall remain vacant.
    
    11.5 Should any member of the Executive Committee vacate office during his term of office, whether by resignation or upon his dismiss, the Executive Committee may, at its sole discretion, by appointment, fill the resulting vacancy and such appointee shall hold office until the conclusion of the term of office of the Executive Committee. Any change in the Executive Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.
    
    11.6 Any member of the Executive Committee who is directly or indirectly interested in any contract or other matters to be entered into by the Association shall as soon as it becomes practical, disclose the fact. The recognized nominees of that member shall not be present or otherwise participate at the meeting during the time when the contract or matter is being considered.
    
    
12. MEETING OF THE EXECUTIVE COMMITTEE
    
    12.1 The Executive Committee shall meet as and when necessary but in any case not less than once in every two (2) months. The Executive Committee may also meet at other times at the discretion of the President or of the Honorary Secretary, or on the requisition of not less than five (5) members of the Executive Committee.
    
    12.2 At all Executive Committee meetings, the President or, in his absence, a Vice-President or in the absence of the President or Vice-President, a member elected from among those present, shall take the Chair. The Chairman of the meeting shall have a casting vote.
    
    12.3 Not less than half the members of the Executive Committee shall form a quorum.
    
    12.4 Any member of the Executive Committee who absents himself from 3 consecutive meetings of the Executive Committee, without providing reasons acceptable to the Executive Committee shall cease to be member of the Executive Committee. A successor may be co-opted by the Executive Committee to serve until the conclusion of the term of office of that Executive Committee. Any changes in the Executive Committee shall be notified to the Registrar of Societies within two (2) weeks of change.
    
    
13. POWER OF EXECUTIVE COMMITTEE
    
    13.1 The Executive Committee may appoint a sub-committee or sub-committees or ad hoc committees to be constituted as the Executive Committee thinks fit and may delegate to such sub-committees or sub-committees or ad hoc committees such part of its duties or powers as the Executive Committee deems fit.
    
    13.2 Four-Fifths (4/5) of the Executive Committee is needed to authorize all necessary expenditure above $1000 up to a limit of $10,000 per month for the purpose of the Association.
    
    13.3 The Executive Committee shall have full power to prescribe by-laws for the regulation of the Association’s affairs in conformity with the Constitution and for the better conduct and management thereof.
    
    13.4 The Executive Committee shall have all such other administrative powers as may be necessary for properly carrying out the objects of the Association in accordance with the Constitution.
    
    13.5 To consider, accept or decline any application or re-application for Membership of the Association.
    
    13.6 To submit for approval by the general membership any constitutional amendments as may be deemed desirable.
    
    13.7 To call for payment of levies of members to meet expenditures as may be deemed necessary from time to time.
    
    13.8 The Executive 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.
    
    
14. DUTIES OF OFFICE BEARERS
    
    14.1 The duties of the office bearers are as follows:
    
    14.1.1. The President shall act as Chairman at all General and Executive Committee meetings. He shall also represent the Association in its dealings with outside persons.
    
    14.1.2. The Vice President shall assist the President and deputize for him in his absence.
    
    14.1.3. The Honorary-Secretary shall keep all records, except financial of the Association and shall be responsible for their correctness. He will keep minutes of all General and Executive Committee meetings. He shall maintain an up-to-date Register of Members at all times.
    
    14.1.4. The Honorary Assistant Secretary shall assist the Secretary and deputize for him in his absence.
    
    14.1.5. The Honorary-Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Association and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorized to expend up to $1,000 per month for petty expenses on behalf of the Association. 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 Executive Committee. Cheques and other related documents for withdrawals from the bank will be signed by the Honorary-Treasurer and countersigned by either the President or the Vice-President or the Honorary-Secretary.
    
    
    14.1.6. The Immediate Past President shall provide continuity in the Executive Committee.
    
    14.1.7. Ordinary Committee members shall assist in the general administration of the Association and perform duties assigned by the Executive Committee from time to time.
    
    
15. AUDIT AND FINANCIAL YEAR
    
    15.1 A firm of Certified Public Accountants shall be appointed as Honorary Auditors at each Annual General Meeting and shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for reappointment.
    
    15.1.1. They will be required to audit each year’s account and present a report upon them to the Annual General Meeting.
    
    15.1.2. They may be required by the President to audit the Association’s accounts for any period within their tenure of office at any date and make a report to the Executive Committee.
    15.2 The Financial year shall be from 1st May to 30th April.
    
    
16. TRUSTEES
    
    16.1 If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
    
    16.2 The trustees of the Association shall:
    
    16.2.1 Not be more than four (4) and not less than two (2) in number.
    
    16.2.2 Be elected by a General Meeting of members.
    
    16.2.3 Not effected any sale or mortgage of property without the prior approval of the General Meeting of members.
    
    16.3 The Office of the trustees shall be vacated:
    
    16.3.1 If the Trustee dies or become a lunatic or of unsound mind.
    
    16.3.2 If he is absent from the Republic of Singapore for a period of more than a year.
    
    16.3.3 If he is guilty of misconduct of such kind as to render it undesirable that he continues as a trustee.
    
    16.3.4 If he submits notice of resignation from his trusteeship.
    
    16.4 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 Association’s premises at least two week’s 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.
    16.5 The addresses of immovable properties, name of each trustees and any subsequent change must be notified to the Registrar of Societies and/ or any other relevant authority.
    
    
17. PROHIBITIONS
    
    17.1 Gambling of any kind, whether for stakes or not, is forbidden on the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
    
    17.2 The funds of the Association shall not be used to pay the fines of members who have been convicted in a court of law.
    
    17.3 The 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.
    
    17.4 The Association 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 services, which adversely affect consumer interests.
    
    17.5 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Executive Committee or members unless with the prior approval of the relevant authorities.
    
    17.6 The Association shall not indulge in any political activity or allows its funds and/ or premises to be used for political purposes.
    
    17.7 The Association 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.
    
    
18. AMENDMENTS TO CONSTITUTION
    
    18.1 No alteration or addition/ 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 a General Meeting, and they shall not come into force without the prior sanction of the Registrar of Societies.
    
    
19. INTERPRETATION
    
    19.1 In the event of any question or matter pertaining to day-to-day administration, which is not expressly provided for this Constitution, the Executive Committee shall have the 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.
    
    
20. DISSOLUTION
    
    20.1 The Association shall not be dissolved, except with the consent of not less than 3/5 of the total voting membership of the Association for the time being resident in Singapore expressed, either in person or by proxy at a General Meeting convened for the purpose.
    
    20.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association 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.
    
    20.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.
    
    
21. VISITORS AND GUESTS
    
    Visitors and guests may be admitted into the premises of the Association but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.
    
    
22. EXEMPTION FROM LIABILITY
    
    22.1 No suit or other legal proceedings shall lie against the Association, any member of the Executive Committee or any other person nominated, appointed or employed in connection, with the administration, implementation and enforcement of the Rules, Regulation, Codes of Conduct, By-laws and Instructions of the Association for any act done in good faith in the performance or intended performance of any duty or in the exercise of any power herein, or for any neglect or default in the performance or exercise in good faith of such duty or power.
    
    22.2 The Association, the Executive Committee and every other person nominated, appointed or employed in connection with the administration, implementation and enforcement of the Rules, Regulations, Codes of Conduct, By-laws and Instructions of the Association shall not be liable to any action for defamation at the suit of any person in respect of any statement made in the course of or in discharge of its or his/ her functions or duties herein whether the statements were made orally or in writing.
    
    
23. FINANCE OF THE ASSOCIATION
    
    23.1 Income of the Associations
    
    The Association shall obtain income from the following sources:
    
    23.1.1 entrance fees and member’s annual subscription;
    
    23.1.2 services as provided by the Association;
    
    23.1.2 donations from members and exempt Financial Advisers Companies;
    
    23.1.3 interests from investments and properties of the Association;
    
    23.1.4 levies as may be prescribed by the Executive Committee;
    
    23.1.5 or any other avenues deemed fit by the Executive Committee.
    23.2 Entrance fees and subscriptions
    
    The Executive Committee shall determine the rates of membership dues, i.e. the entrance fees and subscriptions, as it sees fit, and shall serve advice in writing upon all members of the entrance fees and the subscriptions. This may be modified according to the resolution of the simple majority of the members in General Meetings.
    
    23.3 Remittances of Subscriptions
    
    23.3.1 A member shall remit subscriptions yearly payable in full on 1st May.
    
    23.3.2 A new member shall pay one-half the yearly subscription when they apply for membership after 1st of October.
    
    23.3.3 For services provided by the Association, the Executive Committee may lay down instructions or regulations on collections of fees or costs of services as it sees fit and the members shall pay such fees and/ or costs before using the services.
    
    23.3.4 The Honorary Treasurer shall be responsible for receiving and paying money, preparing and keeping account records, financial documents and property of the Association and shall submit to the Executive Committee monthly financial statements accompanied by supporting evidence if required.
    
    23.3.5 The Executive Committee shall deposit the funds of the Association in a commercial bank in the name of the Association. All cheques shall bear the signatures of the Honorary Treasurer and President or Honorary Treasurer and Vice President or Honorary Treasurer and Honorary Secretary.
    
    23.3.6 The Honorary Treasurer may maintain cash on hand not exceeding S$1000 at any time. Payment other than for regular expenses shall receive prior approval of the Executive Committee.
    
    23.3.7 A Financial Report shall be prepared annually and certified by the Honorary Auditor not later than the 31st day of May of each year.
    
    23.3.8 The financial year of the Association shall end on 30th April.