1.1 This Society shall be known as the “Cocoa Association of Asia”, hereinafter referred to as the “Association”.
Place of Business
2.1 Its place of business shall be at “ c/o ADM Cocoa Pte Ltd, 342 Jalan Boon Lay, Singapore 619527” or such other address as may subsequently be decided upon by the Council 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.
Mission and Objectives
3.1 Its Mission is:
To represent the interests of the cocoa industry within Asia.
3.2 Its Objects are:
||To promote interaction among all those involved in the cocoa trade in Asia through the exchange of ideas, information and knowledge.
||To promote the interests of the cocoa industry in Asia through active participation in trade discussions within the industry, dialogues with government authorities and making representation on behalf of the industry.
||To promote a sustainable growth of the cocoa industry by formulating the appropriate strategies, policies and measures.
||To serve as a channel of communication between the industry and government agencies, trade bodies and international trade forums affecting the cocoa industry.
||To assist and work in close consultation with the relevant authority in formulating quality standards for cocoa and cocoa products.
|| To assist and encourage research and development of cocoa and cocoa related products.
||To introduce and reform and undertake any arrangements with a view to promoting and protecting commercial and other useful objects connected with the trade.
|| To develop for members a standardized Cocoa contract for the Asian Cocoa trade.
|| To serve as an arbitration centre for trade disputes in the cocoa industry.
3.3 The Association shall carry out its objects and activities in accordance with the prevailing laws in Singapore. It shall not engage in activities outside Singapore which are not in accordance with the laws of the foreign country.
Membership Qualification and Rights
4.1 Ordinary Member: Membership is open to Companies or other form of legal entities registered in Asia and involved in the trading or processing of cocoa beans and or chocolate manufacturing.
All members shall have one vote each.
The subscription fee is S$2000/= per annum.
4.2 Associate Membership: Membership is open to all Companies or other form of registered legal entities that provide services to the cocoa and chocolate industry. Associate Members shall not be eligible to vote nor hold office.
The subscription fee is S$1000/= per annum.
4.3 Honorary Membership: The Association may confer Honorary Membership to any individual or organization that it sees fit.
Honorary Members shall not be eligible to vote nor hold office.
Association Application for Membership and Dues
5.1 A company wishing to join the Association should submit his particulars to the Secretary on a prescribed form.
5.2 A new member must be proposed and seconded by existing members. The name will then be posted on the notice board in the Association’s premises for one week at the end of which time the Council will decide on membership, taking into consideration any objection raised.
5.3 A copy of the Constitution shall be furnished to every approved member.
5.4 There shall be no entrance fee payable for all members.
5.5 The annual subscriptions shall be determined by the General Meeting on recommendation from the Council from time to time.
5.6 Annual subscriptions are payable in advance within the first month of the year. If a member falls into arrears with his
subscription or other dues, it shall be informed immediately by the Treasurer. If it fails to settle his arrears within eight weeks of their becoming due, the Chairman may order that his name be posted on the Association's notice board and that it be denied the privileges of membership until he settles his account. If it falls into arrears for more than three months, he will automatically cease to be a member and the Council may take legal action against him provided that they are satisfied that he has received due notice of his debts.
5.7 Any additional fund required for special purposes may only be raised from members with the unanimous consent of the general meeting of the members.
Supreme authority and General Meetings
6.1 The supreme authority of the Association is vested in a General Meeting of the members presided over by the Chairman.
6.2 An Annual General Meeting shall be held in January.
6.3 At other times, an Extraordinary General Meeting must be called by the Chairman on the request in writing of not less than 25% of the total voting membership or 30 voting members, whichever is the lesser, and may be called at anytime by order of the Council. 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 to convene the Extraordinary General Meeting.
6.4 If the Council 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 ten days' notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Association's notice board.
6.5 At least two weeks' notice shall be given of an Annual General Meeting and at least ten days' notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The particulars of the agenda shall be posted on the Association's notice board four days in advance of the meeting.
6.6 Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.
6.7 The following points will be considered at the Annual General Meeting:
a) The previous financial year's accounts and annual report of the Council.
b) Where applicable, the election of office-bearers and Honorary Auditors for the following term.
6.8 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the
Secretary one week before the meeting is due to be held.
6.9 At least 50% 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.
6.10 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 or the bylaws.
Management and Committee
7.1 The administration of the Association shall be entrusted to a Council consisting of a Chairman, Vice-Chairman, Secretary and Treasurer to be elected at Annual General Meeting.
7.2 Only one representative from each member may stand for election for the above offices. 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. All office-bearers, except the Treasurer, may be re-elected to the same or related post for a consecutive term of office. The term of office of the Council is two years.
7.3 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.
7.4 A Council Meeting shall be held at least once every three months after giving seven days' notice to Council Members. The Chairman may call a Council Meeting at any time by giving five days' notice. At least ½ of the Council Members must be present for its proceedings to be valid.
7.5 Any member of the Council absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Council and a successor may be co-opted by the Council to serve until the next Annual General Meeting. Any changes in the Council shall be notified to the Registrar of Societies within two weeks of the change.
7.6 The duty of the Council is to organise and supervise the day-to-day activities of the Association. The Council 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.
7.7 The Council has power to form sub-committees when it deems fit and may appoint from suitable representatives of the members as members of the sub committees. Decisions made by the sub-committees shall be endorsed by the Committee.
7.8 The Council has power to authorise the expenditure of -any sum not exceeding the amount decided upon by the General Meeting of members each month from the Association's funds for the Association's purposes.
Duties of Office-Bearers
8.1 The Chairman shall chair all General and Council meetings. He shall also represent the Association in its dealings with outside persons.
8.2 The Vice-Chairman shall assist the Chairman and deputise for him in his absence.
8.3 The 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 Council meetings. He shall maintain an up-to-date Register of Members at all times.
8.4 The 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 authorised 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 Council. Cheques, etc. for withdrawals from the bank will be signed by the Treasurer and either the Chairman or the Vice-Chairman or the Secretary.
8.5 Ordinary Council Members shall assist in the general administration of the Association and perform duties assigned by the Council from time to time.
Audit and Financial Year
9.1 Two(2) voting members, not being members of the Council shall be elected as Auditors at each Annual General Meeting and will hold office for a term of one year only and shall not be re-elected for a consecutive term.
a) Will be required to audit each year's accounts and present a report upon them to the Annual General Meeting.
b) May be required by the Chairman to audit the Association's accounts for any period within their tenure of office at any date and make a report to the Council.
9.3 The financial year shall be from 1st January to 31st December.
10.1 If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
10.2 The trustees of the Association shall:
a) Not be more than four and not less than two in number.
b) Be elected by a General Meeting of members.
c) Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.
10.3 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.
10.4 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 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.
10.5 The address of each immovable properties, name of each trustee and any subsequent change must be notified to the Registrar of Societies.
Visitors and Guests
11.1 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.
12.1 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 Association's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.
12.2 The funds of the Association shall not be used to pay the fines of members who have been convicted in court of law.
12.3 The Association shall not engage in any trade union activity as defined in any written law relating to trade unions for the timebeing in force in Singapore.
12.4 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 service which adversely affect consumer interests.
12.5 The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
12.6 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office-bearers, Council or members unless with the prior approval of the relevant authorities.
12.7 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.
Amendments to Constitution
13.1 No alteration or addition/deletion to this Constitution or the bylaws of the Association shall be made except at a general meeting and with the consent of two-thirds of the voting members present at the General Meeting. Amendments to this Constitution shall not come into force without the prior sanction of the Registrar of Societies.
14.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Council shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting
15.1 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.
16.1 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.
16.2 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.
16.3 A Certificate of Dissolution shall be given within seven days of the dissolution to the Registrar of Societies.