• Hole 6, Seletar Country Club
  • Hole 8, Changi Course, National Service Resort & Country Club
  • Hole 10, Garden Course, Tanah Merah Country Club

Constitution

CONSTITUTION OF SINGAPORE GOLF ASSOCIATION

NAME
1. The Association shall be called “SINGAPORE GOLF ASSOCIATION”.


DEFINITION

2.
(a) In these Rules except where the context otherwise requires:

‘Rules’ means the rules of this Constitution currently in force;

‘Association’ means the Singapore Golf Association;

‘Constitution’ means this Constitution as amended from time to time;

‘Members’ means the members of the Association and includes all the categories of members set out under Rule 5 for the time being and “Member” means any one of them;

‘Governing Council’ means the council for the time being of the Association appointed to establish the overall policies of the Association;

‘Executive Board’ means the committee for the time being of the Association appointed to govern the affairs of the Association and implement the policies laid down by the Governing Council; and

‘Board Observer’ means such person who may be nominated by the President of the Executive Board to have the right to attend and speak at selected meetings of the Executive Board at the discretion of the Executive Board and to receive all notices, minutes, consents, resolutions and all other materials and information that is provided by the Association to the members of the Executive Board with respect to the selected meetings of the Executive Board at the same time that such materials and information are given to the members of the Executive Board, provided always that such person shall not be counted in the quorum and shall not have voting rights at any and all meetings of the Executive Board, and further provided always that the President of the Executive Board shall have the right to request the removal at any time from office of such person nominated by it as Board Observer, the right to nominate a substitute Board Observer and the right at any time and from time to time to determine the period during which such person shall hold the position of Board Observer.

(b) In these Rules, unless the context otherwise requires, words importing the singular include the plural and vice-versa and words importing a gender include every gender and references to persons include bodies corporate or unincorporate and any other entity.

(c) References in these Rules to statutes shall be construed as references to modifications or re-enactments thereof from time to time in force.


OBJECTS

3. The objects of the Association shall be:

(a) To encourage, promote and develop the sport of golf in Singapore.

(b) To keep abreast of golf developments and to promote golf excellence in Singapore, including promoting golf championships, competitions and tournaments in Singapore. Other than permitted in these Rules, such promotion of golf championships, competitions and tournaments shall not extend to Members’ Championships. To fix the conditions of participation and play therein, and to offer, procure, give or contribute towards the prizes and awards therefor.

(c) To promote representative matches against other countries and to encourage participation in Open or other Amateur Championships of other countries.

(d) To work as far as possible in cooperation with and to maintain and cultivate any relations that the Association has with similar associations of other countries.

(e) To uphold the Rules of Golf and the Rules of Amateur Status as approved by the R&A and the Local Rules of Members.

(f) To uphold and maintain the integrity and reliability of the SGA Handicap System that is used by Members.

(g) To provide the means through which disputes and differences concerning golf in Singapore may be settled.

(h) To obtain affiliation with International Golf societies and other organisations established for the promotion of sport.

(i) To borrow or raise funds for the furtherance of the objects of the Association on such terms and on such security as may be thought fit and in particular by charging any of the Association’s property.

To administer or invest funds for the purposes of the Association in any investment approved by the Governing Council, with power from time to time to vary such investments and to place money on deposit with banks.

(j) To form and promote any company or body for the purpose of taking over the functions of organising, arranging and promoting the Singapore Open Championship and to purchase, subscribe or otherwise acquire and hold shares and other securities in such company or body and to lend money, indemnify or guarantee the performance of contracts, obligations or otherwise assist such company or body.

(k) To form, incorporate and promote a company known as SGA Golf Club Pte Ltd (“SGA Golf Club Pte Ltd”) or such other name as is approved by the Accounting and Corporate Regulatory Authority and to appoint the board of directors of the same. SGA Golf Club Pte Ltd shall carry on the business stated in the objects of its memorandum of association and in particular, the business of providing social, recreational, sporting and competition activities and facilities for golf (“Club Activities and Facilities”) to all persons, corporate or natural, as may be approved by the board of directors of SGA Golf Club Pte Ltd (or whatever name it may subsequently be changed to).

(l) To invest any funds of the Association in the purchase, subscription or acquisition of shares or any other securities in SGA Golf Club Pte Ltd. The shares and other securities of SGA Golf Club Pte Ltd shall be held by trustees or a corporate trustee company (the “Custodian Trustee”). The Custodian Trustee shall be entitled to act in all dealings concerning the shares and other securities of SGA Golf Club Pte Ltd in accordance with the directions of the Governing Council as evidenced by copies of resolutions passed at the meetings of the Governing Council.

(m) To do all other things which the Association considers necessary or desirable in the interests of its Members.


POWERS IN RELATION TO SGA GOLF CLUB PTE LTD

4. The Association shall have the power to enable and/or empower SGA Golf Club Pte Ltd to:

(a) register the business name “SGA Golf Club” (“SGA Golf Club”) through which the Club Activities and Facilities shall be offered to members of the public (whether local or foreign) and to change the said business name as and when the board of directors of SGA Golf Club Pte Ltd shall decide;

(b) promote and enter into, either in its own name or in its business name, any advertising or promotional agreements in relation to the SGA Golf Club and membership in the same;

(c) enter into, either in its own name or in its business name, membership agreements with any persons, corporate or natural, as may be approved by the board of directors of SGA Golf Club Pte Ltd, such membership agreements to be non-assignable and non-transferable and subject to the rules and regulations and bye-laws of the SGA Golf Club;

(d) negotiate and enter into, either in its own name or in its business name, any contracts, licence arrangements, transactions or any other agreements that are in connection with or auxiliary to the general business of SGA Golf Club Pte Ltd or in furtherance of the business or management of the SGA Golf Club with any persons, corporations, associations, societies or clubs;

(e) amend, vary, modify or terminate any such contract, membership agreement, licence arrangement, transaction or any other agreement for any reason whatsoever;

(f) form, make, amend, vary, modify, repeal and re-enact any rules and regulations or bye-laws pertaining to the management, running of and membership in the SGA Golf Club;

(g) enforce all the rules and regulations and bye-laws of the SGA Golf Club as may be in force at the relevant time, which acts of enforcement shall include the censure of any member of the SGA Golf Club and the termination of any membership agreement therein;

(h) promote, arrange and organise golf matches, competitions and tournaments and other social activities for the SGA Golf Club and its members;

(i) borrow, secure, raise and administer funds for the purposes of or in connection with the furtherance of the objects of SGA Golf Club Pte Ltd;

(j) commence any legal proceedings against any persons, corporations, societies and associations and defend any actions, suits or complaints brought or made against it or the SGA Golf Club and appeal any judgements made in connection therewith;

(k) invest in or carry on any other trade or business whatsoever, which may, in the opinion of the board of directors of SGA Golf Club Pte Ltd, be advantageously or conveniently carried on by SGA Golf Club Pte Ltd; and

(l) do all such things:

(i) as contained in the objects stated in the memorandum of association of SGA Golf Club Pte Ltd;

(ii) that SGA Golf Club Pte Ltd is empowered to do in its articles of association; and

(iii) that are incidental or for which the board of directors of SGA Golf Club Pte Ltd may think conducive to the attainment of the objects of SGA Golf Club Pte Ltd.

(m) The Executive Board may, subject to the approval of the Governing Council, exercise all powers and do all things necessary to direct the management of SGA Golf Club Pte Ltd and generally, deal with such affairs of the same as it may deem desirable.


MEMBERSHIP AND PATRONS

5. Membership of the Association shall be of three categories:

(a) Ordinary Member: A golf club in Singapore which possesses a golf course of not less than nine (9) holes shall be entitled to be a Member and shall be referred to as an “Ordinary Member”. An Ordinary Member shall be represented in the Association by the representative(s) it appoints to the Governing Council in accordance with these Rules. All the representatives of the Ordinary Members on the Governing Council shall be eligible to vote at all meetings of the Association and be eligible for appointment to the Executive Board.

(b) Associate Member: Any club or organisation (whether a body corporate or an unincorporated association) registered or incorporated in Singapore that:

(i) does not possess a golf course;

(ii) has at least 100 members who are individuals; and

(iii) provides supervision of golf activities, peer review, reasonable and regular opportunities for members to play golf with each other and the review of members’ handicap by fellow club members,

shall upon being admitted as a Member, be referred to as an “Associate Member”.

Save as otherwise expressly provided in these Rules, an Associate Member shall not be represented on the Governing Council and shall not be eligible to vote at any meeting of the Association or be eligible for appointment to the Executive Board.

An Associate Member shall not, without the Association’s consent, organise any events using the name “SGA” or “Singapore Golf Association” or any other name(s), marks or intellectual property which is owned and/or controlled by the Association (“Association’s Marks”). An Associate Member shall not use any of the Association’s Marks in any manner which may bring the Association to disrepute or denigrate or be detrimental to the reputation or standing of the Association.

Associate Members may elect a separate committee and Chairman to represent them. Any such elected Chairman of the Associate Members may, at the discretion of the President of the Executive Board (as defined below) sit on the Executive Board as a Board Observer.

(c) Affiliate Member: Any body, society, organisation or commercial entity registered or incorporated in Singapore who is committed to furthering the interest of the sport of golf shall upon being admitted as a Member be referred to as an “Affiliate Member”.

Save as otherwise expressly provided in these Rules, an Affiliate Member shall not be represented on the Governing Council and shall not be eligible to vote at any meeting of the Association or be eligible for appointment to the Executive Board.

An Affiliate Member shall not, without the Association’s consent, organise any events using the name “SGA” or “Singapore Golf Association” or any other name(s), marks or intellectual property which is owned and/or controlled by the Association (“Association’s Marks”). An Affiliate Member shall not use any of the Association’s Marks in any manner which may bring the Association to disrepute or denigrate or be detrimental to the reputation or standing of the Association.

Affiliate Members may elect a separate committee and Chairman to represent them. Any such elected Chairman of the Affiliate Members may, at the discretion of the President of the Executive Board sit on the Executive Board as a Board Observer.

(d) Members are expected to support and promote the services and activities of the Association.

(e) Any person recommended by the President of the Executive Board as a person who supports and desires to assist in the promotion of the objects of the Association may be invited by the Governing Council to be a patron (“Patron”). Any such Patron shall be entitled to be present at all meetings of the Association but shall not be counted in the quorum nor be entitled to vote or to hold office in the Executive Board.


GOVERNING COUNCIL

6. (a) The Association shall be governed by the Governing Council. The Governing Council shall comprise representatives from Ordinary Members. Each Ordinary Member is entitled to appoint one (1) representative to the Governing Council who shall be the highest ranking officer (by whatever name called) of that Ordinary Member.

(b) A Governing Council member shall cease to hold office if he, being the highest ranking officer of the Ordinary Member he represents, retires or for any reason resigns from office as its highest ranking officer.

(c) In the event that a member of the Governing Council retires or for any reason resigns from office as the highest ranking officer of the Ordinary Member he represents, he will forthwith be replaced on the Governing Council by his successor in such office upon written notice of such succession being furnished by the aforesaid Ordinary Member to the Association.

In the event of any other casual vacancy arising in the Governing Council, the vacancy will be filled by the affected Ordinary Member.

(d) The Governing Council shall exercise all necessary powers in respect of the overall policy of the Association and may, from time to time, give such directions to the Executive Board as it may decide.

(e) The Chairman of the Governing Council shall be elected by members of the Governing Council from amongst the members of the Governing Council at the Annual General Meeting and shall hold office until the next Annual General Meeting. The Chairman shall be eligible for re-election.


PROCEEDINGS OF THE GOVERNING COUNCIL

7. (a) The Governing Council shall meet as and when necessary (but in any case not less than two (2) times a year) at such place and time and regulate their meetings as they think fit. All meetings shall be convened by the Chairman of the Governing Council. Such meeting may be also convened at the request of a majority of the Governing Council Members.

(b) At all meetings of the Governing Council, a simple majority, (each present personally or by his alternate) of the total number of members which the Governing Council is comprised, shall form a quorum. Each member of the Governing Council present personally or by his alternate shall have one vote.

(c) Every decision shall be decided by a majority of the votes cast by members of the Governing Council present personally or by his alternate, provided that in the case of any question involving the removal of any Member from the Association or an alteration of these Rules, the requisite majority shall be two-thirds of the votes cast. The Chairman of the Governing Council shall have a casting vote in the event of any equality of votes. For the purpose of this Rule, the members of the Governing Council may (unless otherwise required by the Societies Act (Chapter 311) meet together either in person or by telephone, radio, conference television or similar communication equipment or any other form of audio or audio-visual instantaneous communication by which all persons participating in the meeting are able to hear and be heard by all other participants, for the despatch of business and adjourn and otherwise regulate their meetings as they think fit and that the quorum for such teleconference meetings shall be the same as the quorum required by a Governing Council’s meeting provided under these Rules. A resolution passed by such conference shall, notwithstanding that the members of the Governing Council are not present together at one place at the time of the conference, be deemed to have been passed at a meeting of the members of the Governing Council held on the day and at the time at which the conference was held and shall be deemed to have been held at the registered address of the Association, unless otherwise agreed, and all members of the Governing Council participating at that meeting shall be deemed for all purposes of these Rules to be present at that meeting.

(d) A resolution in writing, signed by all of the members of the Governing Council, shall be as valid and effectual as if it had been passed at a meeting of the Governing Council duly convened and held, notwithstanding that such signing may take place at different times or places.

(e) A member of the Governing Council may at any time appoint any other person (who shall not be an employee of that Ordinary Member) to be his alternate to the Governing Council and may at any time remove the alternate so appointed by him. Any notice of appointment, removal or replacement of alternate members of the Governing Council made by any member of the Governing Council shall be in writing under the hand of such member making the same and may be given by letter, facsimile transmission or other electronic means and shall take effect as from the date of appointment, removal or replacement specified in the notice. If an alternate of a member of the Governing Council is appointed for a specific meeting, the notice of the appointment of such alternate member must be received by the Association before the commencement of the meeting in question.

(f) The continuing Governing Council members may act provided there is a quorum, notwithstanding any vacancy in the Governing Council.

(g) The Governing Council may act notwithstanding any vacancy in its body but if and so long as the number of Governing Council members is reduced below the quorum for a Governing Council meeting fixed by these Rules, the continuing Governing Council members may act for the purpose of increasing the number of members to that number, but for no other purpose.


EXECUTIVE BOARD

8. (a) The Governing Council shall appoint an Executive Board comprising:
(i) a President;

(ii) a Vice-President;

(iii) an Honorary Secretary; and

(iv) an Honorary Treasurer,

and up to eight (8) other members. Appointees to the Executive Board may comprise (I) members of the Governing Council or (II) representatives of any one or more Ordinary Members, (III) representatives of the Singapore Ladies Golf Association (SLGA) and (IV) such other persons as the Governing Council may wish to appoint in the interests of the Association, PROVIDED that the Executive Board shall always include two (2) representatives (who are acceptable to the Governing Council) of the SLGA nominated by the SLGA.

(b) A member of the Executive Board shall hold office for a term of two (2) years following his appointment. All members of the Executive Board may serve for a period of up to three (3) consecutive terms from their respective dates of appointment, save for the Honorary Treasurer, who may not be re-appointed to the same post for a consecutive term of office.

(c) In the event of any casual vacancy accruing to a member of the Executive Board during his term of office, the Governing Council shall as soon as practicable appoint one (1) of its members or a representative of any Ordinary Member to fill the vacancy for the balance of the term of such predecessor. In the event of any prolonged absence of the President preventing him from properly discharging and performing his duties owing to the Association, the Vice-President shall act in his place for such period as the Governing Council may determine.

(d) The Governing Council may appoint such other office bearers from amongst its Governing Council members or representatives of any Ordinary Member as it may think fit and define the duties of such office bearers.

(e) The Executive Board shall take instructions and directions of the Governing Council as given from time to time and shall exercise all powers necessary to administer and manage the daily operational affairs and routine businesses of the Association (including, without limitation, employing a general manager and the general staff of the Association and approving their respective terms of employment), save for those powers which are expressly required by the Societies Act (Chapter 311) or by these Rules to be exercised by the Governing Council.

(f) In addition to the elected Chairman of the Affiliate Members and the elected Chairman of the Associate Members, the President of the Executive Board shall, in his discretion, be entitled to co-opt additional representatives from the Members to be Board Observers.

(g) The majority of the Board should be Singaporeans and preferably, the Board member should not be an immediate family member related by blood or marriage to any other Board member. (In any event, not more than half of the Board shall be family members related by blood or marriage.)

(h) The Board member has the duty to declare any business, commercial and/or personal interests that may directly relate to the Sport or management of the Association at the earliest possible opportunity to the Board upon his appointment and subsequently as and when they arise.

(i) Any changes in the Executive Board shall be notified to the Registrar of Societies and the Commissioner of Charities within two weeks of the change.


PROCEEDINGS OF THE EXECUTIVE BOARD

9. (a) The Executive Board may meet as often as necessary (but in any case not less than four (4) times a year) at such place and time and regulate their meetings as they think fit for the despatch of business and shall, upon the request of the Governing Council, take instructions therefrom and report thereto on such business as the Governing Council may direct. All meetings may be convened by the President or Vice-President. Such meetings may also be convened at the request of a majority of the Executive Board members.

(b) At all meetings of the Executive Board, four (4) Executive Board members, each present personally at the meeting, shall form a quorum.

(c) Every decision shall be decided by a majority of the votes cast. The President shall have a casting vote at all meetings of the Executive Board. For the purpose of this Rule, the members of the Executive Board may (unless otherwise required by the Societies Act (Chapter 311) meet together either in person or by telephone, radio, conference television or similar communication equipment or any other form of audio or audio-visual instantaneous communication by which all persons participating in the meeting are able to hear and be heard by all other participants, for the despatch of business and adjourn and otherwise regulate their meetings as they think fit and that the quorum for such teleconference meetings shall be the same as the quorum required by a Executive Board’s meeting provided under these Rules. A resolution passed by such conference shall, notwithstanding that the members of the Executive Board are not present together at one place at the time of the conference, be deemed to have been passed at a meeting of the members of the Executive Board held on the day and at the time at which the conference was held and shall be deemed to have been held at the registered address of the Association, unless otherwise agreed, and all members of the Executive Board participating at that meeting shall be deemed for all purposes of these Rules to be present at that meeting.

(d) A resolution in writing signed by all the members of the Executive Board shall be as effective as a resolution passed at an Executive Board meeting duly convened and held, notwithstanding that such signing may take place at different times or places.

(e) The continuing Executive Board members may act provided there is a quorum, notwithstanding any vacancy in the Executive Board.

(f) The Executive Board may act notwithstanding any vacancy in its body but if and so long as the number of Executive Board members is reduced below the quorum for an Executive Board meeting fixed by these Rules, the continuing Executive Board members may act for the purpose of increasing the number of members to that number, but for no other purpose.

(g) The Executive Board may appoint a Sub-Committee or Sub-Committees as it thinks fit and may delegate to any Sub-Committee such part of its duties and powers as it deems fit. An Executive Board member shall, ex-officio, be a member of every Sub-Committee so appointed.


TRUSTEE

10. (a) There shall not be more than four (4) and not less than two (2) trustees of the Association.

(b) Each trustee shall be a member of the Governing Council.

(c) The trustees shall be appointed by the Governing Council and any property of the Association (other than (i) the shares and other securities of SGA Golf Club Pte Ltd which shall be held by the Custodian Trustee as stipulated under Rule 3(m); and (ii) cash which shall be under the control of the Honorary Treasurer) shall be vested in them to be dealt with by them as the Governing Council shall from time to time direct by resolution (of which an entry in the minute book shall be conclusive evidence).

(d) The trustees shall be indemnified against risk and expense out of the property of the Association.

(e) The trustees shall hold office until they resign or cease to be members of the Governing Council. The office of the trustee and the Custodian Trustee (if the Custodian Trustee is an individual) shall be vacated if such trustee:

(i) dies or becomes a lunatic or of unsound mind;

(ii) is absent from the Republic of Singapore for a period of more than one year; or

(iii) is guilty of misconduct of such a kind to render it undesirable that he continues as a trustee.

(f) The trustees and Custodian Trustee (whether the Custodian Trustee be an individual or a corporate trustee company) may also be removed from office by the Governing Council on a majority vote.

(g) Where by reason of any cessation of office or for any reason whatsoever it appears necessary to the Governing Council that a new trustee(s) or new Custodian Trustee(s) shall be appointed or if the Governing Council shall deem it expedient to appoint an additional trustee(s) or additional Custodian Trustee(s), the Chairman of the Governing Council shall appoint the new or additional trustee(s) or Custodian Trustee(s) and the Governing Council shall by resolution approve such appointment. For this purpose, the Chairman of the Governing Council is hereby nominated as the person to appoint new or additional trustee(s) and Custodian Trustee(s) of the Association within the meaning of Section 37 of the Trustees Act, Cap. 337 and he shall by deed duly appoint the person or persons so approved by the Governing Council as the new or additional trustee(s) and Custodian Trustee(s). The Trustees Act, Cap 337, shall apply to such appointment. Any statement of fact in any such deed of appointment shall, in favour of a person dealing bona fide and for value with the Association, be conclusive evidence of the fact so stated.

(h) The Association shall notify the Registrar of Societies and the Commissioner of Charities of the address of its immovable properties, if any, names of trustees and their subsequent changes.

(i) The Custodian Trustee shall act in a “nominee” capacity and shall, upon carrying out the directions of the Governing Council, be in no way responsible to the Association for the management of the SGA Golf Club Pte Ltd shares and shall be indemnified by the Association for any liability which may result from holding such shares as trustee for the Association.


GENERAL MEETINGS

11. (a) The Annual General Meeting of the Association shall be held each year by 31st July at such time and place as the Governing Council shall determine for the following purposes:

(i) To receive, read and confirm the reports of the Executive Board and the Annual Report and Accounts for the preceding financial year;

(ii) To read and confirm the reports of the board of directors of SGA Golf Club Pte Ltd and the Annual Report and the Accounts of SGA Golf Club Pte Ltd for the preceding year duly audited;

(iii) To elect the Chairman of the Governing Council for the ensuing year;

(iv) To appoint office bearers to the Executive Board for the year ensuing the retirement of the members thereof;

(v) To appoint any approved firm of certified accountants to be the Association’s auditors at the Annual General Meeting, such appointed auditors to be required to audit each year’s accounts and present a report to the next Annual General Meeting;

Such appointed auditors may be required by the President of the Executive Board to audit the Association’s accounts at any time for any period within their tenure of office and report to the Chairman of the Governing Council;

Such appointed auditors shall be changed at least once in every five (5) years.

(vi) To confirm the Minutes of the previous Annual and/or any Special General Meeting (as defined below); and

(vii) To review or discuss any matter of which seven (7) clear days’ notice has been given in writing to the Honorary Secretary of the Executive Board.

(b) Any other General Meeting (apart from the Annual General Meeting) shall be a Special General Meeting and shall be held whenever convened by the Honorary Secretary at the instance of the Chairman of the Governing Council or on the request in writing of not less than five (5) members of the Governing Council. Seven (7) days’ notice of such meetings shall be given by the Honorary Secretary to all Ordinary Members.

Twenty-one (21) days’ notice shall be given by the Honorary Secretary to all Ordinary Members of any Annual General Meeting. Not less than seven (7) days’ notice in writing of any matter to be discussed at such Annual General Meeting shall be given by the Ordinary Members to the Honorary Secretary.

(c) Every member of the Governing Council shall be entitled to attend and vote at all General Meetings.

(d) At any General Meeting, a simple majority of the total number of members of the Governing Council each present personally or by his alternate shall form a quorum. Each member of the Governing Council present personally or by his alternate shall have one vote.

Every resolution shall be decided by a majority of the votes cast, provided that in the case of any question involving the removal of any Member from the Association or an alteration of these Rules, the requisite majority shall be two-thirds of the votes cast. The Chairman of the Governing Council shall have a casting vote.

(e) The business of the Annual General Meeting shall be conducted in the following order:

(i) To record the attendance and credentials of the members of the Governing Council or their respective alternates who are present.

(ii) To confirm the Minutes of the previous Annual and/or any Special General Meeting.

(iii) To read and confirm the reports of the Executive Board and the Annual Report and the Financial Statement for the preceding year duly audited.

(iv) To elect the Chairman of the Governing Council for the ensuing year.

(v) To appoint office bearers to the Executive Board for the ensuing year.

(vi) To appoint any approved firm of certified accountants to be the Association’s auditors at the Annual General Meeting, such appointed auditors to be required to audit each year’s accounts and present a report to the Annual General Meeting, and when required by the President of the Executive Board, to audit the Association’s accounts at any time for any period within their tenure of office and report to the Chairman of the Governing Council.

(vii) To read and confirm the reports of the board of directors of SGA Golf Club Pte Ltd and the Annual Report and the Financial Statement of SGA Golf Club Pte Ltd for the preceding year duly audited.

(viii) To consider any further business duly brought before the meeting.


FINANCIAL YEAR

12. The financial year shall be from 1st April to 31st March.


SUBSCRIPTIONS

13. (a) The Association shall, in its absolute discretion, determine:

(i) whether an entrance fee is to be charged; and

(ii) if an entrance fee is to be charged, the amount of the same (which may be changed from time to time).

(b) Every Member shall pay annual subscriptions, the amount of and criteria for which shall be determined by the Governing Council and which may be changed from time to time by the same. The annual subscriptions shall be payable in advance not later than 30th April in each year. Until such change is brought into effect, the annual subscriptions applicable to and payable by each Member shall be as previously notified.

A club which becomes a Member of the Association pursuant to Rule 15 after the month of April in any year shall pay a proportionate part of its annual subscription fee for that financial year.

In the event that:

(i) any Member has failed to pay any applicable entrance fee payable when due and payable; or

(ii) any Member’s annual subscription is unpaid for three (3) months (or such other period as the Governing Council may from time to time decide),

and fourteen (14) days have elapsed after a written reminder has been given to the defaulting Member’s last known address, the defaulting Member may be struck off the Register of Members at the sole and absolute discretion of the Governing Council. Pending the Governing Council’s decision, the Executive Board may, in its absolute discretion, vary the rights and benefits of the defaulting Member. The Executive Board shall notify the Governing Council of its decision in relation to the variation of the rights and benefits of the defaulting Member as soon as reasonably practicable. Any defaulting Member who has been struck off the Register of Members or has its rights and benefits varied may be reinstated or rights and benefits reinstated (as the case may be) by the Governing Council in its sole and absolute discretion upon the defaulting Member furnishing a satisfactory explanation to the Governing Council and payment of all arrears and such other payments as prescribed by the Governing Council.


CHAIRMAN

14. (a) At all meetings of the Governing Council, including General Meetings, the Chairman of the Governing Council shall take the chair and in his absence, the members of the Governing Council shall elect one person from amongst those present to be the chairperson.

(b) At all meetings of the Executive Board, the President shall take the chair and in his absence the Vice-President shall take the chair. In the event that both are absent, a chairperson shall be elected from among those present.


APPLICATION FOR MEMBERSHIP

15. (a) A club wishing to join the Association as an Ordinary Member shall supply in writing to the Honorary Secretary full particulars of the club and its golf course. The application shall be considered by the Governing Council and if approved by the Governing Council such club shall thereupon become an Ordinary Member, subject to confirmation at the ensuing General Meeting.

(b) All clubs/organisations wishing to join the Association as an Associate or Affiliate Member shall supply in writing to the Honorary Secretary full particulars of the club/organisation.

(c) Membership to the Association as an Associate or Affiliate Member shall be considered by and be at the sole discretion and approval of the Executive Board. Upon approval, such club/organisation shall thereupon, become an Associate or Affiliate Member, subject to confirmation at the ensuing General Meeting.

(d) Where a Member acts in any way perceived by the Governing Council as being prejudicial to the interests of the Association or its Members, the Governing Council may impose such penalty as it may deem fit, including, without limitation, expulsion from the Association.


RESIGNATION

16. (a) Any Member wishing to withdraw from the Association shall give notice thereof in writing to the Honorary Secretary on or before 30th November in any year otherwise the said Member shall be liable to pay its subscription for the ensuing year.

(b) Any Member having discharged all his liabilities to the Association and wishing to rejoin is entitled to make a fresh application and the Governing Council or the Association may in its sole and absolute discretion waive in whole or in part any applicable entrance fees.


ALTERATION OF RULES

17. The Association shall not amend its Constitution without the prior approval in writing of the Registrar of Societies and the Commissioner of Charities. No alteration or addition/deletion to this Constitution shall be passed except at a general meeting and with the consent of two thirds (2/3) of the voting members present at the General Meeting. Twenty one (21) days’ notice of any such meeting specifying the proposed amendment shall be given to all Ordinary Members.


BYE-LAWS

18. Subject to a resolution passed by a majority of two-thirds of the total number of Governing Council members present and voting at any Annual or Special General Meeting, the Governing Council may make, alter or repeal bye-laws not inconsistent with these Rules for regulating and carrying out the objects of the Association.


COMMUNICATIONS

19. (a) All proceedings of the Governing Council, the Executive Board, the General Meeting or any other meeting of the Association or any of its committees shall be confidential and all members or representatives attending such proceedings shall not disclose to any third party the outcome of or any and all other information arising from, relating to or in connection with such proceedings without the prior approval of the Governing Council.

(b) Only the President of the Executive Board or such other person authorised by the Executive Board or the Governing Council, shall be entitled to make press releases or any statements to the press concerning the Association.


DISSOLUTION

20. (a) The Association shall not be dissolved except with the consent of not less
than three-fifths of the persons eligible to attend General Meetings in accordance with Rule 11(c) hereof, expressed, either in person or by proxy at a General Meeting convened for the purpose or by resolution in writing in accordance with these Rules.

(b) 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 shall be shall be distributed to other charities or Institutions of a Public Character (IPCs) approved under the Charities Act.

(c) A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies and notice of such dissolution shall be given to the Commissioner of Charities, within seven (7) days of the dissolution.


INTERPRETATION

21. Any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution shall be settled by the Executive Board subject to ratification of the same by a simple majority of the Governing Council.

22. For the avoidance of doubt, the officers of the Association shall be the members of the Executive Board and shall not include any member of the Governing Council unless that member of the Governing Council is also a member of the Executive Board. In addition, no member of the Governing Council shall, only by reason of his seat on the Governing Council, be considered to be managing or assisting in the management of the Association.


NOTICES

23. All correspondence shall be in writing and may be made by fax or letter. Each communication or document to be delivered to any Member of the Association or member of the Governing Council or member of the Executive Board shall be sent to that member or the Association at the fax number or address from time to time notified by that member or the Association. All correspondence shall be deemed to have been received, if sent by fax, on the day of despatch or any other case, when left at the designated address or two (2) days after being sent by prepaid post addressed to that address.


INDEMNITY

24. Every member of the Executive Board for the time being acting in relation to any of the affairs of the Association shall be indemnified out of the assets of the Association from and against all liability which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the proper execution of their duty in respect of their respective office, except such (if any) as they shall incur or sustain by or through their own wilful misconduct, default, negligence or breach of duty respectively.

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