constitution

Name
This Society shall be known as the “Singapore Buddhist Free Clinic” (hereinafter referred to as the “Clinic”)
Place of Business
Its place of business shall be at “No. 48 Lorong 23, Geylang, Singapore 388376” or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies. The Clinic shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
Objects
The Clinic’s objects are:
1. providing quality Traditional Chinese Medicine and consultation services and counselling services to relieve the sufferings of patients, their families and caregivers regardless of race, language and religion in Singapore;
2. promoting, conducting and engaging in research using Traditional Chinese Medicine to treat terminal diseases, and collect and disseminate information relating to Traditional Chinese Medicine and exchange of such information with other bodies having similar objects.
3. nothing shall be done for commercial reasons or for profit.
Principle of Objects
1. The Clinic’s objects principle is to embody and enshrine Buddha's teaching compassion and wisdom in the building of a gracious and harmonious society by involving the public and authorities in unity.
2. This rule shall be the guiding principle in furthering the objects of the Clinic but shall not be construed as part of the objects of the Clinic.
Membership
1. A duly completed application form must be submitted to the Secretary. Application for membership must be proposed by an existing member and is subjected to the approval of the Board of Directors.
2. Membership of the Clinic shall be open to:
  1. Individual members
    Singapore Citizens or Singapore Permanent Residents who are above 21 years old and interested in furthering the objects of the Clinic.
  2. Non-individual members
    any Singapore registered organisation interested in furthering the objects of the Clinic.
3. Subscription shall be payable annually. It may be revised by the Board of Directors subject to the approval by the General Meeting.
4. Upon payment of the subscription within one (1) month of approval of membership, every new member shall be furnished with a copy of the Constitution.
5. Non-individual members shall appoint an individual to represent it and to vote on its behalf at meetings of the Clinic; and may appoint an alternate to replace its appointed representative at any meeting of the Clinic if the appointed representative is unable to attend.
6. Each Non-individual member shall notify the name of the representative appointed by it and of any alternate to the secretary of the Clinic (‘Secretary’). If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation. The representative appointed shall be subject to the approval of the Board of Directors.
7. If any member fails to pay the subscription within fourteen (14) days after the Secretariat sends notice in writing to the last known address of the member as recorded in the membership records, the Board of Directors may terminate the membership without further notice.
8. A member may resign from membership at any time by a letter addressed to the Secretary of the Clinic, but is liable for overdue subscriptions at the time of resignation.
9. The Board of Directors may at its absolute discretion terminate or not renew the membership of any member for failing to observe the rules of the Constitution, or whose conduct, in the opinion of the Board of Directors, renders him/her or it unfit for membership. An expelled member will be notified in writing and is not entitled to any refund of subscription and remains liable for all overdue subscriptions at the time of being expelled.
10. A member expelled under Clause 5.9 may appeal within a month from the date of his/her expulsion to the General Meeting of members against the decision of the Executive Committee. The decision of the General Meeting shall be final.
Board of Directors
1. The management of the Clinic shall be entrusted to a Board of Directors consisting of eleven (11) to thirteen (13) members elected by balloting at the Annual General Meeting every two (2) years. Both individual members and/or representatives of non-individual members qualify for election.
  1. The newly elected Board of Directors will elect a President, a Vice President, a Secretary, an Vice Secretary, a Treasurer and a Vice Treasurer from among themselves.
  2. The rest of elected members shall hold office as designated by the President.
2. Term of office of Directors
  1. Term of office of all directors is ten (10) consecutive years, and directors who have served for ten (10) years can stand for re-election after a lapse of two (2) years.
  2. Treasurer and Vice Treasurer can be re-elected for up to two (2) terms [four (4) years], can be re-elected as Treasurer or Vice Treasurer after a lapse of two (2) years.
  3. Directors who have been in office for more than ten (10) consecutive years and have made special contributions to SBFC must be approved by the General Meeting before they can stand for election, and subsequent reappointment must also be approved by the General Meeting.
3. The proceedings of the Board of Directors shall not be invalidated by any vacancy or failure to appoint or any defect in the appointment of a member of the Board of Directors.
4. No person shall be entitled to act as a member of the Board of Directors whether on a first or on any subsequent entry into office until after signing an acceptance and consent to act as director form.
5. All members of the Board of Directors shall be honorary, there will be no drawing of directors’ fees.
6. Any changes in the Board of Directors shall be notified to the Registrar of Societies and the Commissioner of Charities within two (2) weeks of change.
7. Whenever a member of the Board of Directors is in any way, directly or indirectly, has an interest in a transaction or project or other matter to be discussed at a meeting, the member shall disclose the nature of his/her interest before the discussion on the matter begins. The member concerned should offer to withdraw from the meeting and not participate in the discussion or vote on the matter. The Board of Directors shall decide if this should be accepted.
Disqualification of Directorship
The Board of Directors shall have the power to remove any Board Member before the expiration of his/her period of office and may appoint another person in his/her place, if he or she:
1. becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or
2. becomes incapable by reason of mental disorder, illness, injury, or incapable of managing and administering his or her own affairs as determined by the Board of Directors or certified by doctor; or,
3. is frequently absent without the permission of the Board of Directors from meetings and the Board of Directors resolved that his or her office be vacated; or
4. is directly or indirectly interested in any contract with the Clinic and fails to declare the nature of his or her interest; or
5. notifies to the Board of Directors a wish to resign; or
6. is convicted, whether in Singapore or elsewhere, of any offence involving dishonesty or fraud or moral turpitude; or
7. directly or indirectly misconducts or mismanages the administration of any charity.
Meetings and proceedings of the Board of Directors
1. The Board of Directors shall hold at least three (3) ordinary meetings each year. A meeting may be called at any time by the President or the Secretary or by any two members of the Board of Directors. A notice of such meeting in writing specifying the matters to be transacted must be given to the members of the Board at least seven (7) days before the meeting.
2. Board meetings may be held in person or via video conference. Meeting is presided over by the President. If the President does not appear within fifteen (15) minutes after the designated time, the Vice President or the Secretary shall preside over the meeting sequentially. If the above three persons are absent, one of the present Directors may be elected to preside over the meeting.
3. No business shall be transacted unless there is a quorum. In the event of there being no quorum present at the meeting, the meeting shall be held half an hour later at the same place and should the number then present be still insufficient to form a quorum, those present shall be considered a quorum.
4. Every matter shall be determined by a majority of votes of the members of the Board of Directors present and vote on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
5. All minutes for the purpose of the proceedings at the meetings of the Board of Directors and any sub-committee shall be kept at the Secretariat.
6. The Board of Directors may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule which is inconsistent with this Constitution shall be made.
7. The Board of Directors may appoint one or more sub-committees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Board of Directors would be more conveniently undertaken or carried out by a sub-committee provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Board of Directors.
Receipts and Payments
1. Funds of the Clinic, including all donations, contributions and bequests, shall be deposited into one or more accounts operated by the Board of Directors in the name of the Clinic at such banks as the Board of Directors shall from time to time decide. Cheque withdrawals from the banks or electronic bank transfers shall be signed by any two of the following: President, Secretary, Treasurer and Vice Treasurer.
  9.2. The funds belonging to the Clinic shall be applied only in furthering the objects. The income and property of the Clinic whensoever derived shall be applied towards the promotion of the objects of the Clinic 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 Clinic or to any of them or to any person claiming through any of them.
General Meetings
1. The supreme authority of the Clinic is vested in a General Meeting of the members. The Clinic shall hold its Annual General Meeting within six (6) months of the financial year at such date, time and place as the Board of Directors shall decide. All general meetings other than Annual General Meeting shall be called Extraordinary General Meetings. General meetings can be held via video conference or email under special circumstances.
2. All members of the Clinic with no overdue subscriptions shall be entitled to attend and vote at the meeting.
3. The Board of Directors shall present at each Annual General Meeting the report and accounts of the Clinic for the previous financial year ended on 31st March.
4. An Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% 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 Board of Directors. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted.
5. The Extraordinary General Meeting shall be convened within two months from receiving members’ request in writing. If the Board of Directors does not within two 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 Fourteen (14) days' notice to members setting forth the business to be transacted and simultaneously posting the agenda on the Clinic's notice board.
Notice of General Meetings
1. The Secretary shall give at least fourteen (14) days’ notice of an Annual General Meeting and ten (10) days’ notice of an Extraordinary General Meeting to all members of the Clinic in writing with agenda stated therein via ordinary post to the last known address of the members as recorded in the membership records.
2. The accidental omissions to give notice of a meeting to, or the non-receipt of the notice of a meeting by, any person entitled to receive the notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
1. The businesses to be transacted at an Annual General Meeting shall include the approval of the minutes of the previous Annual General Meeting, adoption of annual report, audited financial statements, report of the auditors, election of Board members and appointment of auditors, sales or purchase or mortgage of immovable properties. To table any proposal in the Annual General Meeting, at least ten (10) members need to jointly submit the details in writing to the Secretary at least seven (7) days before the scheduled date of the Annual General Meeting.
2. No business shall be transacted at any General Meeting unless a quorum of members is present at the time appointed for the meeting:
  1. For Annual General Meeting or Extraordinary General Meeting called by the Board of Directors, if the quorum is not present, the meeting shall be adjourned for half an hour and should the members then present in person or by representative be insufficient to form a quorum, those members present in person or by representative shall be considered a quorum, but they shall have no power to amend any part of the existing Constitution or sell or mortgage the immovable property of the Clinic.
  2. For Extraordinary General Meeting convened on the requisition of members as stipulated in Rule 10.4, if a quorum is not present at the time appointed
3. The President of the Board of Directors shall chair every general meeting of the Clinic. If The President is not present within fifteen (15) minutes after the time appointed for holding the meeting, the Vice President will chair the meeting or if the Vice President is not present, the Secretary shall preside at the meeting. If none of the aforesaid persons are present in the meeting, then the members present shall elect one of their number to be the chairman of the meeting.
4. The President may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting, otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at the adjourned meeting.
5. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the chair.
6. Unless a poll is so demanded, a declaration by the chair that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of the Clinic shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
7. In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall be entitled to second or casting vote.
Attendances and votes of members
1. Subject to clause 12.7 every member shall have one vote.
2. No vote may be casted by proxy.
3. No objection shall be raised to the qualification of any vote except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive.
Quorum
The following numbers are required to form a quorum:
1. at Board of Directors meetings, one-half (1/2) of the number of members of the Board of Directors for the time being, each being a member or a duly authorised representative of a non-individual member.
2. at Annual General Meetings and Extraordinary General Meeting, at least one-Quarter (1/4) of the total number of voting members of the Clinic or thirty (30 voting) members, whichever is lesser, each being a member or a duly authorised representative of a non-individual member;
3. at all sub-committee meetings, the quorum is one-half (1/2) of the members of the sub-committee.
Trustees
1. Any immovable property acquires by or given to the Clinic shall be vested in the Trustees subject to a declaration of Trust.
2. The trustees shall be elected at a General Meeting from members who are Singapore citizens for the purpose of holding immovable property and other property of the Clinic.
3. Any trustee may at any time resign from his trusteeship by submitting a notice of resignation to the President of the Board of Directors.
4. If a trustee dies or becomes a lunatic or is of unsound mind or migrates overseas permanently or is absent from Singapore for over a year as determined by the Board of Directors, he or she shall be deemed to have resigned from the trusteeship.
5. If a trustee is guilty of misconduct of such kind as to render it undesirable that he or she continues to become a trusteee, a general meeting shall be held to remove him or her from trusteeship.
6. Vacancies in the trusteeship may be filled at a general meeting, but the total number of trustees shall not be less than two (2) nor more than five (5).
7. A notice to remove a trustee from trusteeship or to appoint a new trustee to fill a vacancy shall be posted on the Clinic notice board not less than fourteen (14) days before the date appointed for the meeting. The removal or appointment of trustee at such meeting shall be notified to the Registrar of Societies and Commissioner of Charities.
8. The Clinic’s immovable property shall not be sold, mortgaged by the trustees unless with the approval of the members at Annual General Meeting / Extraordinary General Meeting. The Board of Directors is authorised to lease out the unutilised space.
9. The Board of Directors must inform the Commissioner of Charities or the respective Sector Administrator of the name of the Trustee and the address of each immovable property, as well as any subsequent changes.
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 Clinic'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 Clinic shall not be used to pay the fines of members who have been convicted in court of law.
3. The Clinic 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 Clinic shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
5. The Clinic shall not hold any lottery, whether confined to its members or not, in the name of the Clinic or its office bearers, committee or members unless with the prior approval of the relevant authorities.
6. The Clinic 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.
Alterations to the Constitution
1. The Clinic shall not amend its Constitution without the prior approval in writing of the Registrar of Societies, and the Commissioner of Charities. 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. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
2. No amendments may be made which would have the effect of making the Clinic cease to be a charity at law unless with the approval of the Commissioner of Charities or the respective Sector Administrator.
Indemnity
Every member of the Board of Directors and any sub-committee shall be entitled to be indemnified out of the assets of the Clinic against all loses and liabilities incurred in relation to the execution of such office provided that nothing in this clause shall entitle such member to any indemnity against liability arising through negligence or fraud.
Notices
Any notice to be served on any member of the Clinic shall be in writing and shall be served by the Secretariat via ordinary post at the last known address in Singapore or via email. Any letter or email so sent shall be deemed to have been received.
Settlement of Disputes
Any dispute or difference that may arise as to the meaning or interpretation of these clauses or the byelaws or as to the powers of the officers of the Clinic or the validity of any election or proceeding of the Clinic, must be determined by the Board of Directors, whose decision is final and binding on all members of the Clinic.
Dissolutions
1. The Clinic shall not be dissolved except with the consent of not less than three-fifths (3/5) of the total voting membership of the Clinic for the time being resident in Singapore expressed, either in person or by proxy, at a General Meeting convened for the purpose. Twenty-one (21) days’ notice stating the terms of the resolution to be proposed at the General Meeting shall be given to the members.
2. On the dissolution of the Clinic any assets remaining after the satisfaction of its liabilities shall not be paid or distributed amongst the members of the Clinic but shall be given or transferred to such other charitable institution or institutions registered under the Charities Act (Cap 37) having objects similar to the Clinic as the Board of Directors may determine.
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.

~~ End ~~

SBFC Constitution approved by ROS on 12 May 1969

Number of Amendment	Approved by Registry of Societies (ROS)
First	19 November 1970
Second	4 November 1972
Third	15 February 1976
Forth	15 June 1986
Fifth	21 June 1987
Sixth	19 June 1988
Seventh	25 June 1989
Eighth	8 September 1991
Ninth	4 June 1995
Tenth	2 June 2002
Eleventh	4 June 2004
Twelfth	17 September 2012
Thirteenth	7 March 2017
Fourteenth	9 November 2023