1 NAME

This society shall be known as the Think Centre (hereinafter referred to as the "Centre").

2 PREAMBLE

2.1 The Centre is an independent, multi-partisan political non-governmental organisation that aims to examine issues related to political awareness and development, democracy, human rights, rule of law, socio-economic issues and civil society.

2.2 The Centre's activities shall include research, release of publications, organising events, training, consultation and networking.

3 PLACE OF BUSINESS

The Centre's place of business shall be at "47 Kew Heights Singapore 465927" or such other address as may subsequently be decided upon by the Executive Committee and approved by the Registrar of Societies.

4 OBJECTIVES

The objectives of the Centre are:

a) Facilitate communication within a multi-partisan political and civil society platform that will include individuals, non-governmental organisations and political parties with similar objectives;

b) Cultivate awareness, appreciation and understanding of civil, socio-economic and political perspectives, realities and alternatives; and

c) Foster a sense of duty to participate in the nation's political process and civil society.

5 MEMBERSHIP

5.1 Ordinary membership shall be opened to all those who are eighteen (18) years of age or above and a citizen of Singapore.

5.2 Only Ordinary members shall have the right to:

a) Vote, on terms equal to that of any other member, on all resolutions at General Meetings;

b) Elect members into the Executive Committee;

c) Be nominated and elected into the Executive Committee;

d) Vote to approve new membership at General Meetings;

e) Vote to terminate any existing membership at General Meetings;

f) Petition, in accordance with Article 13.3, for the convening of Extraordinary General Meetings to discuss any matter concerning the Centre; and

g) Inspect any document of the Centre in accordance with Article 20.1-20.4.

5.3 Associate membership shall be opened to all those who are sixteen (16) years of age or above and a citizen of Singapore.

5.4 Associate members shall have no voting rights and shall not be eligible to hold office in the Executive Committee, but they will have the right to participate in activities organised by the Centre.

6 APPLICATION FOR MEMBERSHIP

6.1 A person wishing to join the Centre should submit his particulars to the Executive Secretary on a prescribed form.

6.2 A new member must be proposed and seconded by existing members of the Centre. The Executive Committee will decide on the membership within one (1) month, taking into consideration any objection raised.

6.3 A copy of the Constitution shall be furnished to every approved member upon payment of the first annual subscription fees.

7 SUBSCRIPTION FEES

7.1 Annual subscriptions are payable as follows:

a) For all Ordinary members, the annual subscriptions payable is Singapore Dollars Thirty Only (S$30.00);

b) For all Associate members, the annual subscriptions payable is Singapore Dollars Twenty Only (S$20.00);

c) For student and retiree members above fifty-five (55) years of age, the annual subscriptions payable shall be reduce by half.

7.2 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, he shall be informed immediately by the Treasurer. If he fails to settle his arrears within four (4) weeks of their becoming due, the Executive Committee may order that he be denied the privileges of membership until he settles his account. If he falls into arrears for more three (3) months, he will automatically cease to be a member and the Executive Committee may take legal action against him provided that they are satisfied that the member has received due notice of his debts.

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

8 RESIGNATION OF MEMBER

Any member may resign his membership by giving to the Executive Secretary one month's notice in writing to that effect, provided that any member giving such notice shall be liable to pay his subscription up to and including the current year in which such notice is given.

9 EXECUTIVE COMMITTEE

9.1 The administration of the Centre shall be entrusted to an Executive Committee consisting of the following to be elected at alternate Annual General Meetings:

a) a President;

b) an Executive Secretary;

c) a Treasurer; and

d) a Deputy President, a Deputy Executive Secretary or an Assistant Treasurer if two (2) members of the Centre or more contest any one (1) of the above posts.

9.2 The Executive Committee may also co-opt up to six (6) Executive Committee Members from among the Ordinary membership.

9.3 An Executive Committee Meeting shall be held at least once a month after giving seven (7) days' notice to Executive Committee Members. At least half (1/2) of the members of the Executive Committee must be present for its proceedings to be valid.

9.4 Any member of the Executive Committee absenting himself for three (3) meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Executive Committee and a successor may be co-opted by the Executive Committee to serve until the next Annual General Meeting. Any changes to the Executive Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.

9.5 The duty of the Executive Committee is to organise and supervise the daily activities of the Centre. 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.

9.6 The Executive Committee has the power to adopt and/or amend a set of Bylaws of the Centre.

10 OTHER COMMITTEES

Any other committees appointed by the Executive Committee is accountable to the Executive Committee and shall only have powers delegated to it by the Executive Committee.

11 ELECTIONS

11.1 Election to the offices stipulated in Article 9.1 shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members.

11.2 All office-bearers may be re-elected to the same or related post for a consecutive term of office. The Treasurer and Assistant Treasurer may be re-elected to the same or related post for no more than two (2) consecutive term of office. The term of office of the Executive Committee is two (2) years.

11.3 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, 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) withdrew in favour of one of themselves.

12 DUTIES OF OFFICE-BEARERS

12.1 The President shall preside over all General and Executive Committee Meetings and represent the Centre in its dealing with external bodies.

12.2 The Deputy President shall assist the President and deputise for him in his absence.

12.3 The Executive Secretary shall keep all records, except financial, of the Centre 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.

12.4 The Deputy Executive Secretary shall assist the Executive Secretary and deputise for him in his absence.

12.5 The Treasurer shall keep all funds in a bank to be decided by the Executive Committee and collect and disburse all moneys on behalf of the Centre and shall keep an account of all monetary transactions and shall be responsible for their correctness. Cheques, etc. for withdrawals from the Centre's bank account will be signed by the Treasurer and either the President or the Deputy President or the Executive Secretary. He shall present the previous financial year's accounts at the Annual General Meeting.

12.6 The Assistant Treasurer shall assist the Treasurer and deputise for him in his absence.

12.7 The Ordinary Executive Committee Members shall assist in the general administration of the Centre and perform duties assigned by the Executive Committee from time to time.

13 SUPREME AUTHORITY AND GENERAL MEETINGS

13.1 The supreme authority of the Centre is vested in a General Meeting of the members presided over by the President.

13.2 An Annual General Meeting shall be held in June every year.

13.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of more than half (1/2) of the total voting membership or fifty (50) voting members, which ever is the lesser, and may be called at anytime by order of the Executive Committee. The notice in writing shall be given to the Executive Secretary setting forth the business to be transacted. The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene the Extraordinary General Meeting.

13.4 If the Executive Committee does not within two (2) 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 (10) days' notice to voting members setting forth the business to be transacted.

13.5 At least two (2) weeks' notice shall be given of an Annual General Meeting and at least ten (10) days notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Executive Secretary to all voting members. The particulars of the agenda shall be sent to voting members four (4) days in advance of the meeting.

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

13.7 The following points will be considered at the Annual General Meeting: a) the previous year's financial accounts and minutes of General Meetings held and annual report of the Executive Committee; and b) where applicable, the election of office-bearers and the Honorary Auditors for the following term.

13.8 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Executive Secretary at least one (1) week before the meeting is due to be held.

13.9 At least 25% 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.

13.10 In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for one (1) 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.

14 AUDIT AND FINANCIAL YEAR

14.1 Two voting members, not being members of the Executive Committee, shall be elected as Honorary Auditors at alternate Annual General Meetings and will hold office for a term of two years only and shall not be re-elected for a consecutive term.

14.2 They: a) will be required to audit each year's accounts and present a report upon them to the Annual General Meeting; and b) may be required by the President to audit the Centre's accounts for any period within their tenure of office at any date and make a report to the Executive Committee.

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

15 VISITORS AND GUESTS

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

16 PROHIBITIONS

16.1 Gambling of any kind is forbidden on the Centre's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

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

16.3 The Centre 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.

16.4 The Centre 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.

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

16.6 The Centre 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.

16.7 The Centre is not a political party. Its members may contest in but the Centre and/or its members shall not allow the Centre's funds to be used to support any individual or political party in national, Presidential or Parliamentary elections or for any other political purpose that does not fall within the ambit of the Constitution's Preamble.

16.8 Only members may use the Centre as a channel of expression on matters of a political nature.

17 AMENDMENTS TO CONSTITUTION

No alteration or addition/deletion to this Constitution shall be made except at a General Meeting and with the consent of two-thirds (2/3) of the voting membership present at the General Meeting, and they shall not come into force without the prior sanction of the Registrar of Societies.

18 INTERPRETATION

In the event of any question or matter pertaining to the day-to-day administration of the Centre which is not expressly provided for in this Constitution, or is open to differing interpretations, the Executive Committee shall have 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.

19 DISPUTES

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.

20 DISCLOSURE OF INFORMATION

20.1 Members may inspect documents relating to the members' rolls and personal particulars only for the purpose of convening an Extraordinary General Meeting as stipulated in Article 13.3.

20.2 Members may inspect all other documents upon a written request.

20.3 An application under this Part must be made to the Executive Secretary who shall then arrange for the inspection within two (2) weeks of application.

20.4 A nominal fee, to be determined by the Executive Secretary, may be levied for services rendered.

21 DISSOLUTION

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

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

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