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THE COMPANIES ACT (CAP. 50)
REPUBLIC OF SINGAPORE
___________________________
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
___________________________
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
THE ORDER OF FRIARS MINOR (SINGAPORE) LTD. (Registration no. 201016236M )
____________________________________________
Incorporated on the 2nd day of August 2010
____________________________________________
THE COMPANIES ACT
(CHAPTER 50)
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COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
**********************************
MEMORANDUM OF ASSOCIATION
OF
THE ORDER OF FRIARS MINOR (SINGAPORE) LTD.
===================================================== Name 1. The name of the company is THE ORDER OF FRIARS
MINOR (SINGAPORE) LTD. (hereinafter called the "Company").
Registered office 2. The registered office of the Company is situated in the
Republic of Singapore.
Objects 3. The objects of the Company are as follows:-
(a) to instruct, promote and perform acts of love, understanding and tolerance amongst all persons, following after the example of Francis of Assisi and Jesus Christ;
(b) to promote and demonstrate high moral standards in
private and public life;
(c) to provide spiritual, physical and charitable relief to the poor, sick, needy, aged and infirm;
(d) to foster and promote the Franciscan way of life,
especially its principles of universal love, almsgiving, peace, mutual respect, mercy and understanding and to provide education and formation in the Franciscan way of life;
(e) to comply with and observe the canon law of the Roman
Catholic Church, and the rules, constitutions and statutes of the Order of Friars Minor, as amended from time to time, unless the same are contrary to applicable laws; and
(f) to carry out such lawful instructions as are given to it by
its ecclesiastical and religious superiors of the Roman Catholic Church.
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Powers 4. For the purpose of carrying out the aforesaid objects, the Company shall have:
(a) full capacity to carry on or undertake any business or
activity, do any act or enter into any transaction; and (b) full rights, powers and privileges including without
limitation the following:- To take any gift of property
(1) to take any gift, transfers or other assurances of any property, real and personal, now belonging to or held in trust for or hereafter to be acquired by or on behalf of the Company, provided that in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with the same in such manner as is allowed by law having regard to such trusts and that not more than 30% of any gifts or bequests of such property shall be used for administration purposes.
To receive donations
(2) to accept subscriptions and donations (including real or personal property) and devises and bequests for and on behalf of the Company.
To acquire any lands, buildings or other property
(3) to purchase, lease, exchange, hire and otherwise acquire any property, real and personal, for and on behalf of the Company and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Company and to sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Company; provided that in case the Company shall take or hold any property which may be subject to any trusts the Company shall only deal with the same in such manner as is allowed by law having regard to such trusts and that not more than 30% of any gifts or bequests of such property shall be used for administration purposes.
To deal with property (4) to convey, assign, transfer, mortgage, charge, grant
leases, accept surrenders of leases, grant easements and other rights and execute any assurance whatsoever affecting land belonging to the Company and to contract to do any such things, including without limitation to license or otherwise permit the use of land belonging to the Company by the Church of St Mary of the Angels.
(5) to deal in all respects with property, real and
personal, belonging to the Company, either solely or jointly with any other corporation or person as fully and effectually as if it were the absolute owner thereof both at law and in equity and to execute any instrument intended to give effect to any such dealing.
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To appoint, employ, train, remove or suspend personnel
(6) to appoint, employ, remove or suspend all classes of persons as may be necessary or convenient for the purposes of the Company, to train such persons and to pay to them and to other persons in return for services rendered to the Company salaries, wages, gratuities and pension.
To enter into any arrangements with any entity
(7) to enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise and institutions, orders, universities and other entities as may seem conducive to the Company's objects or any of them and to obtain from any such entity any rights, privileges and concessions which the Company may think it desirable to obtain; and to carry out exercise and comply with any such arrangements, rights, privileges and concessions.
To charge fees (8) to charge fees for the provision of and in connection
with any of the objects of the Company. To buy, sell and deal in apparatus
(9) to buy, sell and deal in all kinds of apparatus and all kinds of provisions whatsoever required by the Company.
To contribute to other institutions
(10) to contribute or donate to such other educational, charitable, cultural and/or social welfare institutions / purposes (including without limitation, the overseas missions of the Order of Friars Minor Singapore) as shall appear at any time conducive to, or expedient for the Company.
To establish and support associations calculated to benefit employees
(11) to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit members or former members of the Custody of St. Anthony or the dependants or relations of any such persons; and to grant pensions and allowances; and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object.
To construct, improve, maintain and develop houses, buildings and grounds
(12) to construct, improve, maintain, develop, work, manage, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Company's interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof.
To invest and deal with money
(13) to invest and deal with the moneys of the Company not immediately required in such manner as the Board of Directors of the Company thinks fit.
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To borrow or raise money (14) to borrow or raise or secure the payment of money in such manner as the Company may think fit and secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company in any way and charged upon all or any of the Company's property (both present and future), and to purchase, redeem or pay off such securities.
To make, draw, accept endorse, discount negotiable instruments
(15) to make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
To take or hold mortgages, liens and charges
(16) to take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Company's property of whatsoever kind sold by the Company or any money due to the Company from purchasers and others;
To make appeals for purpose of procuring contributions
(17) to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Company in the shape of donations, annual subscriptions or otherwise.
To print and publish books, journals etc.
(18) to print and publish any newspapers, periodicals, books, journals, papers, monographs or leaflets that the Company may think desirable for the promotion of its objects.
To purchase or otherwise acquire property
(19) to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Company decides to amalgamate.
To transfer property of the Company
(20) to transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more of the companies, institutions, societies or associations with which the Company decides to amalgamate.
To enter into partnerships, joint ventures and other arrangements
(21) to establish or join in the establishment or promotion of other companies, trusts, institutions, societies or associations and to amalgamate or enter into partnerships, joint ventures or other arrangements with other individuals, companies, trusts, institutions, societies or associations for the purpose of the Company.
To grant, apply for and deal with rights
(22) to sell, grant, apply for and deal with licences or patents for inventions and other rights.
To establish colleges, schools, divisions/ departments
(23) to establish such colleges, schools, divisions/ departments or other organisational sections or units necessary to promote the purposes of the Company.
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To acquire land and erect buildings suitable for staff residential purposes
(24) to acquire by grant, gift, purchase, lease or otherwise, land (whether improved or not) suitable for staff residential purposes and erect on lands owned or occupied by the Company, whether acquired for that purpose or not, buildings suitable for such purposes.
To give guarantees (25) to give guarantees for the performance of contracts
or obligations by the Company or the members thereof.
To provide training (26) to provide training programmes for persons
preparing to serve as religious brothers, nuns and priests.
General (27) to do all such things as are incidental or conducive
to the attainment of the Company's objects. PROVIDED ALWAYS that nothing herein contained shall be deemed to empower the Company to carry on the business of banking or insurance. FURTHER PROVIDED that the Company shall not support with its funds any objects or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which, if an object of the Company, would make it a Trade Union.
PROVIDED ALWAYS that where the Company is required at law to obtain any licences or approvals, the Company shall not carry out any object herein without first obtaining such licence or approval.
Application of income 5. The income and property of the Company, whensoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company.
Restriction on alteration 6. No addition, alteration or amendment shall be made to or
in the provisions of the Memorandum or Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by two-thirds of the members of the Company voting at a General Meeting and the Provincial Minister for the time being of the Franciscan Province of the Holy Spirit and if required, the Commissioner of Charities. If the office of Provincial Minister is vacant or for any other reason the Provincial Minister is not capable of acting, the addition, alteration or amendments must be submitted to and approved by the Provincial Vicar for the time being of the Franciscan Province of the Holy Spirit.
Liability of members 7. The liability of the members is limited.
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Guarantee 8. Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being wound up during the time he is a member, or within one year afterwards for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same, and for adjusting the rights of the contributors amongst themselves, such amount as may be required, not exceeding the sum of one dollar.
Distribution of assets 9. If upon the winding-up or dissolution of the Company,
there remains, after the satisfaction of all of its debts and liabilities any monies or property whatsoever, the same shall not be paid to or distributed among the members, but subject to applicable laws and requirements of any regulatory authorities, shall, in accordance with the canon law of the Roman Catholic Church, be given or transferred to the legal superior of the Order of Friars Minor Singapore, who shall use the monies or property in accordance with the objects of the Company.
Subscriber(s) I/We, the person/several persons whose name(s), address(es)
and description(s) are subscribed, am/are desirous of being formed into a Company in pursuance of this Memorandum of Association.
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NAME(S), ADDRESS(ES) AND DESCRIPTION(S) OF SUBSCRIBER(S)
MICHAEL EDWARD D’CRUZ 5 Bukit Batok East Avenue 2 Singapore 659918 Custos CLIFFORD MATTHAIS AUGUSTINE 5 Bukit Batok East Avenue 2 Singapore 659918 Custody Bursar JOHN WONG WAI LONG 5 Bukit Batok East Avenue 2 Singapore 659918 Member PAUL SMITH Franciscan Provincial Office, 47 Victoria Street, Waverley NSW 2024, Australia Provincial Minister
Dated this day of 2010. Witness to the above signatures:-
Name: Carmen Chow
Title: Foreign Lawyer
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NAME(S), ADDRESS(ES) AND DESCRIPTION(S) OF SUBSCRIBER(S)
GERARD VICTOR 5 Bukit Batok East Avenue 2 Singapore 659918 Member
Dated this day of 2010. Witness to the above signatures:-
Name: []
Title: []
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NAME(S), ADDRESS(ES) AND DESCRIPTION(S) OF SUBSCRIBER(S)
JIVAN DANIEL LOUIS 30-12-4 Villa Angkasa, Taman Sentul Bahagia, Sentul Pasar, 51100 Kuala Lumpur, Malaysia Secretary
Dated this day of 2010. Witness to the above signatures:-
Name:
Title:
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THE COMPANIES ACT (CHAPTER 50)
ARTICLES OF ASSOCIATION
OF
THE ORDER OF FRIARS MINOR (SINGAPORE) LTD.
--------------------------
GOVERNANCE DOCUMENTS 1. (1) These Articles are principles of fundamental and continuing significance to the
governance of the Company. The Board of Directors may from time to time set forth or revise regulations, policies and procedures consistent with these Articles and with the law for the furtherance of the Company’s objectives and for the good government of the Company. The said regulations, policies and procedures shall be filed in the office of the Company Secretary.
(2) The regulations in Table A in the Fourth Schedule to the Act shall not apply to
the Company except in so far as the same are repeated or contained in these Articles.
INTERPRETATION 2. In these Articles unless the subject or context otherwise requires, the words standing in
the first column of the table below shall bear the meanings set opposite to them respectively in the second column thereof:-
WORDS MEANINGS Act - Companies Act (Chapter 50) and includes any
statutory modification or re-enactment thereof or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
Articles - these Articles of Association as originally framed or
as altered from time to time by special resolutions. Board of Directors - the directors of the Company. Company - The Order of Friars Minor (Singapore) Ltd. by
whatever name from time to time called. Company Secretary - a member of the Company appointed or elected to
perform the duties of company secretary and other such duties as the Company may determine from time to time.
the Custody - the Custody of St. Anthony of Padua (Malaysia,
Singapore and Brunei)
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Custody Councillors - the four canonically elected Councillors of the Custody from time to time.
Custos - the canonically elected Custos (superior) of the
Custody from time to time. Director - a member of the Board of Directors. member - a member of the Company. the Office - the registered office for the time being of the
Company. Order of Friars Minor - the recognized pontifical religious institute (Ordo
Fratrum Minorum) of the Roman Catholic Church with headquarters in Rome.
Provincial Minister - the canonically elected Provincial Minister of the
Franciscan Province of the Holy Spirit from time to time.
Provincial Vicar - the canonically elected Provincial Vicar of the
Franciscan Province of the Holy Spirit from time to time.
Seal - the common seal of the Company.
Words importing the masculine gender only shall include the feminine gender.
Words importing the singular number only shall include the plural number, and vice versa.
Words importing persons shall include individuals, corporations (wherever incorporated), unincorporated associations, trusts and partnerships. The headings are inserted for convenience only and shall not affect the construction of the Articles. Any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be modified, consolidated or re-enacted.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
Subject as aforesaid, any words or expressions defined in the Act shall, unless the context otherwise requires, bear the same meanings in these Articles.
MEMBERS 3. The number of members with which the Company proposes to be registered is six (6).
4. (1) The subscribers to the Memorandum of Association shall be members of the
Company. The six (6) members shall be persons who from time to time hold the following offices:-
(a) the Provincial Minister;
(b) the Custos; and
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(c) the Custody Councillors.
(2) Any persons holding the offices set out in Article 4(1) above shall be automatically
admitted to membership of the Company. 5. There shall be no entrance fees or subscription fees payable by the members. 6. Only persons who are above the age of 21 years may be members of the Company. 7. Except as required by law, no person shall be recognized by the Company as holding a
membership upon any trust and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any membership.
8. Every member shall be bound to further, to the best of his ability, the objects, interests,
and influence of the Company and shall observe all regulations, policies and procedures of the Company made by the Board of Directors for the regulation and management of the affairs of the Company, the Memorandum of Association of the Company and these Articles as well as the statutes of the Company. A copy of the Memorandum of Association of the Company and these Articles shall be furnished to every member.
9. (1) The privileges of a member shall not be transferable and shall cease if:
(a) he dies; (b) he makes a general assignment, arrangement or composition with or
for the benefit of his creditors; (c) he institutes or has instituted against him a proceeding seeking a
judgement of bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, and such proceeding:
(i) results in a judgement of insolvency or bankruptcy; or (ii) is not dismissed, discharged, stayed or restrained in each case
within thirty (30) days of the institution or presentation thereof;
(d) a secured party takes possession of all or substantially all his assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all his assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;
(e) he causes or is subject to any event which, under the applicable laws
of any jurisdiction, has an analogous effect to any of the events specified in (b) to (d) above (inclusive);
(f) he becomes of unsound mind or if in Singapore or elsewhere an order
shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs; or
(g) he ceases to hold the offices set out in Article 4(1) or if he is removed
from the offices set out in Article 4(1)(a) to (c) above in accordance with
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the canon law of the Roman Catholic Church, and the rules, constitutions and statutes of the Order of Friars Minor
(2) A member may also terminate his membership with the Company by resigning
his office in accordance with cannon law.
GENERAL MEETINGS 10. The Company shall hold a General Meeting in every calendar year as its Annual General
Meeting at such time and place as may be determined by the Board of Directors and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting shall be held within eighteen months of its incorporation.
11. All General Meetings other than Annual General Meetings shall be called Extraordinary
General Meetings. 12. An Extraordinary General Meeting may be called by the Provincial Minister or the Custos. 13. (1) Any General Meeting at which it is proposed to pass a special resolution or a
resolution of which special notice has been given to the Company, shall be called by twenty-one (21) days’ notice in writing at the least and any other General Meeting by fourteen (14) days’ notice in writing at the least shall be given in the manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of General Meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened in such manner as such persons may approve. Provided that a General Meeting, notwithstanding that it has been called by a shorter notice than that specified above, shall be deemed to have been duly called if it is so agreed:-
(a) In the case of an Annual General Meeting, by all the members entitled to
attend and vote thereat; and
(b) In the case of an Extraordinary General Meeting, by that number or
majority in number of the members having a right to attend and vote
thereat as is required by the Act.
(2) The notice shall be exclusive of the day on which it is served or deemed to be
served and of the day for which it is given and shall specify the place, day and hour of the meeting and in case of special business, the general nature of the business.
(3) The notice convening a meeting to consider a special resolution shall specify the
intention to propose the resolution as a special resolution. (4) Notice of every General Meeting shall be sent by the Company Secretary to all
voting members of the Company.
(5) Every notice calling a General Meeting shall specify the place and the day and hour of the meeting and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be a member of the Company.
(6) In case of an Annual General Meeting, the notice shall also specify the meeting
as such.
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(7) In the case of any General Meeting at which business other than routine business
is to be transacted, the notice shall specify the general nature of such business. 14. The accidental omission to give notice of a meeting or a non-receipt of such notice by any
person entitled to receive notice thereof shall not invalidate any resolution passed or proceeding had at any meeting.
PROCEEDINGS AT GENERAL MEETINGS 15. (1) All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the income and expenditure account and balance sheet and the reports of the Board of Directors and of the auditors and the appointment of and the fixing of the remuneration of the auditors.
(2) A member wishing to bring before the Annual General Meeting any special
business shall give notice thereof in writing to the Company Secretary not less than twenty-one (21) days before the day of such meeting and if so given, notice thereof shall be included in the notice convening the Annual General Meeting. Save as aforesaid no special business shall be considered at the Annual General Meeting unless it be deemed a matter of urgency by the members assembled or be expressly authorised by these Articles.
16. No business shall be transacted at any General Meeting unless a quorum of members is
present at the time when the meeting proceeds to business. For all purposes the quorum shall be at least four (4) members personally present. In the event that at the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned for half an hour from the time appointed for the meeting. If after half an hour from the time appointed for the meeting a quorum is still not present, those members present shall be considered a quorum provided that such an adjourned meeting without the necessary quorum shall not have the powers to amend the Memorandum of Association of the Company and these Articles.
17. The Custos shall preside as Chairman at every General Meeting of the Company, but if he
is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present may elect one (1) of their number to preside at the meeting, or may decide to adjourn the meeting in accordance with Article 18 below.
18. The Chairman 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 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
19. Subject to Article 58 below, 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, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least one member present in person or by proxy and unless a poll is so demanded a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect on the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.
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20. Subject to the provisions of Article 19, if a poll be demanded in the manner aforesaid it
shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
21. No poll shall be demanded on the election of a Chairman at a meeting, or on any question
of adjournment. 22. In case of an equality of votes whether on a show of hands or on a poll, the resolution
shall be considered not to be passed. 23. The demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which a poll has been demanded. 24. Proper minutes shall be made of all proceedings of the meetings of the Company and all
business transacted at such meetings, and any such minutes of any meeting, if purported to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall (save for manifest error) be sufficient evidence without any further proof of the facts therein stated.
25. Subject to the provisions of the Act and Article 58 below, a resolution in writing signed by
all the members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held. Any such resolution in writing may consist of two or more documents in like form each signed by one or more members.
VOTES OF MEMBERS 26. Subject as hereinafter provided every member who is present in person or by proxy shall
have one vote and on a poll every such member shall have one vote. 27. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.
28. Votes may be given on a poll either personally or by proxy. A proxy need not be a member
of the Company. A proxy shall be entitled to vote on a show of hands or by poll. On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
29. The instrument appointing a proxy shall be in writing under the hands of the appointor. 30. The instrument appointing a proxy shall be in the following form with such variations if any
as circumstances require or in such other form as the Board of Directors may accept: “THE ORDER OF FRIARS MINOR (SINGAPORE) LTD.
I, __________ of __________ being a member of The Order of Friars Minor (Singapore) Ltd. hereby appoint __________, of __________ or failing him, __________ of __________, as my proxy to vote for me on my behalf at the (annual or extraordinary, or adjourned as the case may be) General Meeting of the Company to be held on the __________ day of __________ 20__, and at any adjournment thereof.
Signed this __________ day of __________ 20__.”
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The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
31. The instrument appointing a proxy shall be deposited at the registered office of the
Company, or at such other place within Singapore as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
32. An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid
as well for any adjournment of the meeting as for the meeting to which it relates.
33. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument, if no intimation in writing of such death, unsoundness of mind or revocation, has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
BOARD OF DIRECTORS 34. (1) There shall be a Board of Directors of the Company, whose responsibilities are
to facilitate the administration of the Company and to organize and supervise daily activities of the Company.
(2) A Director shall stand in a fiduciary relation to the Company and shall perform
his duties as a Director in good faith in the best interests of the Company and with care, skill and diligence. In the absence of any breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Company.
(3) The Board of Directors shall consist of the persons who from time to time hold
the following offices:-
(a) the Provincial Minister;
(b) the Custos; and
(c) the Custody Councillors.
For the avoidance of doubt, other than the above persons, no other person shall be appointed or otherwise act as a Director.
(4) A Director who is in any way either directly or indirectly interested in a contract
or proposed contract with the Company or holds any office or property which might create duties or interest in conflict with his duties as a Director, shall declare the nature of his interest at a meeting of the Board of Directors in accordance with section 156 of the Act. Such a Director shall not be entitled to vote in respect of any contract or arrangement in which he is interested and he shall not be taken into account in ascertaining whether a quorum is present.
(5) Any persons holding the offices set out in Article 34(3) above shall be
automatically appointed as Directors of the Company and any persons ceasing to hold the said offices shall automatically cease to be Directors of the Company.
35. If any Director:-
(1) dies;
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(2) resigns his office by writing under his hand delivered to the Company, subject
to Section 145 of the Act; (3) shall become prohibited by law from acting as a director; (4) becomes of unsound mind or if an order shall be made by any competent court
on the ground of his mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person to exercise powers with respect to his property or affairs;
(5) is adjudged a bankrupt or compounds with his creditors generally; (6) has been convicted of an offence punishable by imprisonment for a term of not
less three months; (7) ceases to be a Director by virtue of any of the provisions of the Act or these
Articles; (8) ceases to be a member of the Custody or otherwise leaves the Custody; or
(9) ceases to hold the offices referred to in Article 34(3) above,
his seat shall become vacant.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS 36. (1) In furtherance of the objects of the Company, the Board of Directors may, subject
to the right of veto of the Provincial Minister in Article 58, exercise all such powers and do all such acts and things as may be necessary to establish, promote and maintain the Company including:-
(a) prescribe the powers, authorities, duties and functions of any
appointments for the Company; (b) create and establish any institutions, subsidiaries or other units and
prescribe the powers, authorities, duties and functions thereof; (c) appoint such committees comprising Directors or other suitable
persons as it thinks fit to assist and advise the Board of Directors in carrying out its functions and the exercise of its powers. A committee so appointed shall have, and may exercise and discharge, such powers, authorities, duties and functions as the Board of Directors may determine; and
(d) create and establish any such regulations, policies and procedures as
may be necessary.
(2) In the event of any regulation, policy or procedure being inconsistent with the provisions of the Memorandum and Articles; the provisions of the Memorandum and Articles shall prevail and that regulation, policy or procedure shall to the extent of the inconsistency be void.
37. The Directors shall, subject to the right of veto of the Provincial Minister in Article 58,
have power to make, alter or revoke by-laws for carrying on or administering the business
and affairs of the Company, which by-laws shall be binding on all members. In particular
and without prejudice to the generality to the foregoing, the Directors may make by-laws
relating to:-
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(1) the conduct of members in relation to one another, and to the Company’s employees;
(2) the procedure at General Meetings and meetings of the Directors and sub-
committees in so far as such procedure is not regulated by these Articles; and
(3) generally all such matters as are commonly the subject matter of the
Company’s rules.
Provided Always that the by-laws from time to time in force shall not be repugnant to the Memorandum of Association or these Articles and that without a special resolution, no by-law shall have any validity or effect which would amount to or involve such an alteration of or addition to these Articles as could only legally be made by special resolution. If required, a copy of such by-laws shall be submitted to the Commissioner of Charities.
38. The business of the Company shall be managed by or under the direction of the Board
of Directors, who may authorize the payment of all expenses incurred in promoting the incorporation of the Company. The Directors may exercise all the powers of an Company except any power that this Act or the Memorandum of Association and these Articles require to be exercised in general meeting.
39. The Board of Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Board of Directors thinks fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Board of Directors or any of the Directors to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.
40. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments,
and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, indorsed, or otherwise executed, as the case may be, in such manner as the Board of Directors shall from time to time by resolution determine.
41. The Board of Directors shall cause minutes to be made:-
(1) of all appointments of officers and employees; (2) of names of members of the Board of Directors present at all meetings of the
Company and of the Board of Directors; and
(3) of all proceedings at all meetings of the Company and of the Board of Directors.
Such minutes shall be signed by the chairman of the meeting at which the proceedings were held within 14 days of the meeting and a copy of the minutes forwarded forthwith to the Provincial Minister.
42. The Directors may delegate any of their powers to committees consisting of such
persons as they think fit. The chairman of any such committee shall be a Director. If at
any meeting the chairman is not present, the members present may choose one of
their number to chair the meeting. Any committee so formed shall in the exercise of the
power so delegated conform to any regulations that may from time to time be imposed
upon them by the Board of Directors.
43. The meetings and proceedings of any such committee consisting of two or more
members shall be governed by the provisions of these Articles regulating the
meetings and proceedings of the Board of Directors, so far as the same are
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applicable and are not superseded by any regulations made by the Directors under
the last preceding Article.
44. The Directors may, at any time, and from time to time, by power of attorney under the
Seal, appoint any person, firm or company whether nominated directly or indirectly by
the Directors to be the attorney or attorneys of the Company for such purposes and
with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles and subject to the right of veto of the
Provincial Minister in Article 58), and for such period and subject to such conditions as
the Directors may from time to time think fit, and any such power of attorney may
contain such powers for the protection or convenience of persons dealing with such
attorney as the Directors may think fit and may also authorise any such attorney to sub-
delegate all or any of the powers, authorities and discretions vested in him.
45. All acts bona fide done by any meeting of Directors or of a committee of Directors or
by any person acting as Director shall as regards all persons dealing in good faith
with the Company, notwithstanding that there was some defect in the appointment of
any such Director or person acting as aforesaid or that they or any of them were or
was disqualified or had vacated office or were not entitled to vote be as valid as if
every such person had been duly appointed and was qualified and had continued to
be a Director and had been entitled to vote.
46. (1) A Director may contract with and be interested in any contract or proposed
contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the Director in any such contract be declared at a meeting of the Board of Directors as required by section 156 of the Act. No Director shall vote as a Director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer of the company or as a holder of shares or other securities.
(2) The Directors shall not be paid any remuneration for services rendered by them
as Directors of the Company. They may be reimbursed for all out-of-pocket expenses, travelling and other expenses properly incurred by them in attending and returning from meetings of the Board of Directors, any of its committees, or any General Meeting of the Company or otherwise in connection with the affairs of the Company.
(3) The Directors may from time to time appoint one or more of their body to be the
holder of any executive office on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.
PROCEEDINGS OF THE BOARD OF DIRECTORS 47. The Board of Directors shall meet regularly for the despatch of business, and shall
regulate its meetings as it thinks fit. The Custos may, and on the request of the Custos, the Company Secretary shall at any time summon a meeting of the Directors by notice served upon the several members of the Board of Directors, but it shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from Singapore.
48. Subject to these Articles, questions arising at any meeting of the Board of Directors shall
be decided by a majority of votes and a determination by a majority of Directors shall for
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all purposes be deemed a determination of the Board of Directors. In case of an equality of votes, the resolution shall be considered not to be passed.
49. The quorum necessary for the transaction of the business of the Board of Directors shall
comprise four (4) Directors appointed at that time. A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretion by or under the regulations of the Company for the time being vested in the Board of Directors generally.
50. A Director who is unable to attend a Board of Directors’ meeting may appoint another
member of the Board of Directors his proxy to vote on his behalf at that meeting. The proxy letter shall be signed by the appointing Director and filed with the Company Secretary.
51. The continuing members of the Board of Directors may act notwithstanding any vacancy
in the Board of Directors, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Board of Directors, the continuing member or members may act for the purpose of summoning a General Meeting of the Company, but for no other purpose.
52. The Custos shall be the Chairman of the Board of Directors. The Custos shall preside as
Chairman at meetings of the Directors, but if he is not present within fifteen (15) minutes after the time appointed for holding the same, the Directors may elect one (1) of their number to preside at the meeting, or may adjourn the meeting as they think fit.
53. All acts done by any meeting of the Board of Directors or of a committee or by any person
acting as a member of the Board of Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board of Directors or person acting as aforesaid, or that the members of the Board of Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board of Directors.
54. The Board of Directors shall cause proper minutes to be made of all proceedings of the
meetings of the Board of Directors and of committees appointed by the Board of Directors and all business transacted at such meetings, and any such minutes of any meeting, if purported to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall (save for manifest error) be sufficient evidence without any further proof of the facts therein stated.
55. A resolution in writing signed by all the members of the Board of Directors for the time
being entitled to receive notice of a meeting of the Board of Directors and constituting a quorum shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Board of Directors. A telegram, cablegram, telex, facsimile communication, radio message or electronic mail addressed to or received by the Company and purporting to be signed by a Director shall for the purposes of this Article be deemed to be a writing signed by such Director.
56. (1) Without limiting the discretion of the Directors to regulate their meetings under
Article 47, the meetings of the Board of Directors may, if the Directors think fit,
be conducted by means of telephone conference or other methods of
simultaneous communication by electronic, telegraphic or other similar means
by which all persons participating in the meeting are able to hear and be heard
by all the other participants without the need for physical presence. The
minutes of such a meeting signed by the Chairman of the meeting shall be
conclusive evidence of any resolution of any meeting so conducted.
(2) The Directors participating in any such meeting shall be counted in the quorum
for such meeting and, subject to there being a requisite quorum under these
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Articles, all resolutions agreed by the Board of Directors in such meeting shall,
notwithstanding the Directors are not present together in one place at the time
of the conference, be deemed to be as effective as a resolution passed at a
meeting in person of the Board of Directors duly convened and held. A
meeting conducted by means of a telephone conference or a video conference
telephone or similar communications equipment as aforesaid is deemed to be
held at the place agreed upon by the Directors attending the meeting, provided
that at least one of the Directors present at the meeting was at that place for
the duration of the meeting.
(3) The provisions of these Articles relating to proceedings of Directors apply so far
as they are capable of application and mutatis mutandis to such conferences.
57. In the case of a meeting which is not held in person, the fact that a Director is taking part in the meeting must be made known to all the other Directors taking part, and no Director may disconnect or cease to take part in the meeting unless he makes known to all other Directors taking part that he is ceasing to take part in the meeting.
PROVINCIAL MINISTER 58. (1) Notwithstanding any other Article, the Provincial Minister may in his absolute
discretion exercise a right of veto in respect of any resolution made by the Company and over any act, determination or decision of the Board of Directors.
(2) In the event that the Provincial Minister exercises his right of veto under Article
58(1), the resolution, act, determination or decision will be deemed to be invalid and have no effect.
59. Anything required or authorised to be done by the Provincial Minister under these
Articles may, if the office is vacant or for any other reason the Provincial Minister is not capable of acting, be done by the Provincial Vicar.
COMPANY SECRETARY 60. (1) The Company shall have a Company Secretary who shall be appointed by the
Board of Directors for such term and upon such terms and conditions as to remuneration or otherwise as it may think fit and any person so appointed may be removed by it.
(2) Anything required or authorised to be done by or to the Company Secretary
may, if the office is vacant or there is for any other reason no Company Secretary capable of acting, be done by or to any Assistant Company Secretary, or if there is no such Assistant Company Secretary, by or to any officer of the Company authorised generally or specially in that behalf of the Board of Directors.
61. A provision of the Act or these Articles requiring or authorising a thing to be done by or to
a Director and the Secretary shall not be satisfied by its being done by or to the same person acting as Director and as or in place of the Secretary. A provision of the Act or these Articles requiring or authorising a thing to be done by or to the Secretary shall be satisfied by its being done by or to one or more of the Joint Secretaries if any for the time being appointed by the Board of Directors.
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SEAL 62. The Directors shall provide for the safe custody of the seal which shall only be used by the
authority of the Directors or of a committee of the Board of Directors authorised by the Board of Directors in that behalf, and every instrument to which the seal is affixed shall be signed by a member of the Board of Directors and shall be countersigned by the Company Secretary or by a second member of the Board of Directors or by some other person appointed by the Board of Directors for that purpose.
63. The Company may exercise all the powers conferred by the Act to have an official seal
for use abroad and such official seal shall be affixed by the authority and in the presence
of and the instruments sealed therewith shall be signed by such persons as the Board of
Directors shall from time to time by writing under the Seal appoint.
ACCOUNTS 64. The Board of Directors shall cause proper books and other records to be kept with respect
to:
(1) all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place;
(2) all sales and purchases by the Company; and (3) the assets and liabilities of the Company, as are necessary to comply with the provisions of the Act.
65. Proper books shall not be deemed to be kept if there are not kept such books of account
as are necessary to give a true and fair view of the state of the affairs of the Company and to explain its transactions.
66. The books of account shall be kept at the office or at such other place or places within
Singapore as the Board of Directors shall think fit and shall always be open to the inspection of the Directors.
67. The Company in general meeting may from time to time (subject to the provisions of the
Act) impose reasonable restrictions as to the time and manner of the inspection by the members, other than Directors, of the accounts and books of the Company or any of them and subject to such restrictions the accounts and books of the Company shall be open to the inspection of such members at all reasonable times during business hours.
68. At the Annual General Meeting in every year the Directors shall lay before the Company a
proper Income and Expenditure Account for the period since the last preceding account (or in the case of the first account since the incorporation of the Company) made up to a date not more than six months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Directors and the auditors and copies of such accounts, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than fourteen clear days from the day of the meeting be sent to all persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.
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AUDIT 69. At least once every year the accounts of the Company shall be examined and the
correctness of the Income and Expenditure of Account and balance sheet ascertained by one or more auditors.
70. Auditors who are approved company auditors under the Act shall be appointed and their
duties shall be performed in accordance with the relevant provisions of the Act 71. Every auditor of the Company shall have a right of access at all times to the accounting
and other records of the Company and shall make his report as required by the Act. 72. Subject to the provisions of the Act, all acts done by any person acting as an auditor of
the Company shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.
73. The auditors of the Company shall be entitled to attend any General Meeting and to
receive all notices of and other communications relating to any General Meeting to which any member is entitled and to be heard at any General Meeting on any part of the business of the meeting which concerns them as auditors.
NOTICES 74. A notice, communication and/or document (a “Document”) may be served by the
Company upon any member in any of the following ways:-
(1) personally; (2) by sending it through the post in a prepaid letter, addressed to such member, at
his registered address as appears in the Register of Members; (3) by facsimile to such facsimile number as may be notified to the Company
Secretary; or (4) by electronic mail to such address as may be notified to the Company Secretary.
75. Any Document, if served or sent by post, shall be deemed to have been served or
delivered at the time when the letter containing the same is put into the post, and in proving such service or sending it shall be sufficient to prove that the letter containing the Document was properly addressed and put into the post office as a pre-paid letter. Similarly, any Document, if sent by facsimile or electronic mail, shall be deemed to have been served or delivered at the time as stated on the transmission copy of the facsimile or on the electronic mail, and in proving such service or sending, it shall be sufficient to prove that a transmission copy of the facsimile or a copy of the electronic mail is kept by the Company Secretary.
76. Any Document on behalf of the Company or of the Directors shall be deemed effectual if
it purports to bear the signature of the Company Secretary or other duly authorised officer of the Company, whether such signature is printed or written.
77. When a given number of days' notice or notice extending over any other period is
required to be given the day of service shall not, unless it is otherwise provided or required by these Articles or by the Act, be counted in such number of days or period.
78. Notice of every General Meeting shall be given in manner hereinbefore authorised, to
every member and the auditor for the time being of the Company. No other person shall be entitled to receive notices of General Meetings.
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79. The provisions of Articles 74, 75, 76 and 77 shall apply mutatis mutandis to notices of meetings of the Board of Directors or any committee of Directors.
DISPOSAL AND DISSOLUTION 80. (1) The Company shall not dispose of the whole or substantially the whole of the
Company’s undertaking or property without the prior written consent of the Provincial Minister.
(2) The Company with the prior consent of the Provincial Minister may be dissolved if
it ceases to carry out all its objectives. (3) Clause 9 of the Memorandum of Association of the Company relating to the
winding-up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.
(4) If required, notice of the winding up of the Company shall be given to the
Commissioner of Charities within seven (7) days of the passing of the resolution to wind up the Company.
INDEMNITY 81. Subject to the Act, every member of the Board of Directors, auditor, Company Secretary
and any other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him as such member of the Board of Directors, auditor, Company Secretary and/or officer in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with an application under section 391 of the Act in which relief is granted to him by the Court.
82. Without prejudice to the generality of the foregoing, no Director, Manager, Secretary
or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors or Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, wilful default, breach of duty or breach of trust.
SECRECY
83. No member shall be entitled to require discovery of or any information respecting any detail of the Company's trade or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board of Directors and Directors, it will be inexpedient in the interest of the Members to communicate to the public save as may be required by law.
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Name(s), address(es) and description(s) of subscriber(s)
MICHAEL EDWARD D’CRUZ 5 Bukit Batok East Avenue 2 Singapore 659918 Custos CLIFFORD MATTHAIS AUGUSTINE 5 Bukit Batok East Avenue 2 Singapore 659918 Custody Bursar JOHN WONG WAI LONG 5 Bukit Batok East Avenue 2 Singapore 659918 Member PAUL SMITH Franciscan Provincial Office, 47 Victoria Street, Waverley NSW 2024, Australia Provincial Minister
Dated this day of 2010. Witness to the above signatures:-
Name: Carmen Chow
Title: Foreign Lawyer
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Name(s), address(es) and description(s) of subscriber(s)
GERARD VICTOR 5 Bukit Batok East Avenue 2 Singapore 659918 Member
Dated this day of 2010. Witness to the above signatures:-
Name: []
Title: []
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Name(s), address(es) and description(s) of subscriber(s)
JIVAN DANIEL LOUIS 30-12-4 Villa Angkasa, Taman Sentul Bahagia, Sentul Pasar, 51100 Kuala Lumpur, Malaysia Secretary
Dated this day of 2010. Witness to the above signatures:-
Name:
Title:
