About the Institution of Railway Signal Engineers

The IRSE (Singaporean Section) is governed by our constitution. It can be downloaded here.

CONSTITUTION OF INSTITUTION OF RAILWAY SIGNAL ENGINEERS

(SINGAPOREAN SECTION)

 1)      Name

a)      The name of the Association shall be “Institution of Railway Signal Engineers (Singaporean Section)”, hereunder referred to as the “Association”.

2)      Objects

The Objectives for which the Association is established are:

a)      To foster the interests and objectives of the "Institution of Railway Signal Engineers" hereunder referred to as the “Institution” in Singapore;

b)      To encourage and promote meetings between the Members of the Association for the purpose of discussion, the presentation of papers or otherwise carrying into effect the objectives of the "Association”;

c)      To arrange visits by Members to railway organizations or installations of interest; and

d)      To promote and encourage any other form of activity for the advancement of the science and practice of railway signalling and/or communications.

3)      Place of Business

a)      The place of business of the Association shall be at “95 Sengkang East Avenue, SBS Transit, Singapore 545051”, or such other address as may  subsequently be decided by the Committee and approved by the Registrar of Societies.  The Association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities when necessary. 

4)      Definitions

a)      In this Constitution, unless stated otherwise:

                                 i.            "Committee" means the Committee of Management in the Association.

                               ii.            "Financial Year" means the year ending on 30th June.

                              iii.            "General Meeting" means an Annual or Special General Meeting of Members convened in accordance with Article 10.

                             iv.            "Member" means a Member of the Association.

                               v.            "Ordinary Member of the Committee" means a Member of the Committee who is not an Officer of the Association under Article 17.

5)      Application for Membership

a)      A person shall not be admitted to membership unless:

                                 i.            he is a holder of a class of membership in the Institution;

                               ii.            he is nominated as provided in sub-clause (b);

                              iii.            his admission as a Member is approved by the Committee; and

                             iv.            he makes payment of the annual subscription as provided in sub-clause (e).

b)      A nomination of a person for membership of the Association:

                                 i.            shall be made in writing in the form set out in Appendix I; and

                               ii.            shall be lodged with the Secretary of the Association.

c)      As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Committee.

d)      Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination.

e)      Upon a nomination being approved by the Committee, the Secretary shall, with as little delay as possible, notify the nominee in writing that he is approved for membership of the Association and request payment of the annual subscription within the period of 28 days after receipt of the notification.

f)        The Secretary shall, upon receipt of payment of the amounts referred to in sub‑clause (e) within the period referred to in that sub-clause, enter the nominee's name in the Register of Members kept by him and, upon the name being so entered, the nominee becomes a Member of the Association.

g)      A right, privilege, or obligation of a person by reason of his membership of the Association:

                                 i.            Cannot be transferred or transmitted to another person;

                               ii.            terminates upon the cessation of his membership whether by death or resignation or otherwise.

h)      All Members of the Association who are at least 21 years of age shall have the right to vote and to hold office in the Association.

i)        A Member ceasing to be a member of the Institution shall cease to be a Member of the Association.

6)      Entrance Fee and Annual Subscription

a)      The annual subscription is payable in advance on or before the lst day of January in each year and the sum shall be as set by the Committee of Management from time to time.

7)      Register of Members

a)      The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, address and date of entry of the name of each Member and the register shall be available for inspection by Members of the Association at the address of business of the Association.

8)      Resignation and Expulsion of Members

a)      A Member of the Association who has paid all moneys due and payable by him to the Association may resign from the Association by first giving one month's notice in writing to the Secretary of his intention to resign and upon the expiration of that period of notice, the Member shall cease to be a Member.

b)      Upon the expiration of a notice given under sub-clause (a), the Secretary shall make in the Register of Members an entry recording the date on which the Member by whom the notice was given, ceased to be a Member.

c)      Subject to this Constitution, the Committee may by resolution:

                                 i.            expel a Member from the Association;

                               ii.            suspend a Member from membership of the Association for a specified period; or

                              iii.            fine a member in accordance with the Regulations, if the Committee is of the opinion that the Member:

1)      has refused or neglected to comply with this Constitution; or

2)      has been guilty of conduct unbecoming a Member or prejudicial to the interests of the Association.

d)      A resolution of the Committee under sub‑clause (c):

                                 i.            does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the Member of a notice under sub‑clause (e) confirms the resolution in accordance with this Article; and

                               ii.            where the Member exercises a right of appeal to the Association under sub‑clause (e) does not take effect unless the Association confirms the resolution in accordance with this Article.

e)      Where the committee passes a resolution under sub-clause c), the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing:

                                 i.            setting out the resolution of the Committee and the grounds on which it is based;

                               ii.            stating that the Member may address the Committee at a Meeting to be held not earlier than 14 and not later than 28 days after service of the notice;

                              iii.            stating the date, place and time of that Meeting;

                             iv.            informing the Member that he may do one or more of the following:

1)      Attend that Meeting either in person or by teleconference.

2)      Give to the Committee before the date of that Meeting a written statement seeking the revocation of the resolution;

3)      Not later than 24 hours before the date of the Meeting, lodge with the Secretary a notice to the effect that he wishes to appeal to the Association in General Meeting against the resolution.

f)        At a meeting of the Committee held in accordance with sub‑clause (e)(ii), the Committee: 

                                 i.            shall give to the Member an opportunity to be heard;

                               ii.            shall give due consideration to any written statement submitted by the Member; and

                              iii.            shall by resolution determine whether to confirm or to revoke the resolution.

g)      Where the Secretary receives a notice under sub‑clause (e)(iv)(3), he shall notify the Committee and the Committee shall place the matter on the agenda for the next General Meeting of the Association to be held after the date on which the Secretary received the notice.

h)      At a General Meeting of the Association, matters arising under sub‑clause (g) will be handled as follows:

                                 i.            a separate session of the Members of the Association shall be convened to address the question of the appeal;

 

                               ii.            the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;

 

                              iii.            the Member shall be given an opportunity to be heard; and

 

                             iv.            the Members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

i)        If at the General Meeting:

                                 i.            two‑thirds of the Members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and

                               ii.            in any other case, the resolution is revoked.

9)      Annual General Meeting

a)      The Association shall in each calendar year convene an Annual General Meeting of its Members.

b)      The Annual General Meeting shall be held on such day as the Committee determines, but not later than 3 months after the closing of the financial year.

c)      The Annual General Meeting shall be specified as such in the notice convening it.

d)      The ordinary business of the Annual General Meeting shall be:

                                 i.            to confirm the Minutes of the last preceding Annual General Meeting and of any Special General Meeting held since that Meeting;

                               ii.            to receive from the Committee reports upon the transactions of the Association during the last preceding Financial Year, and

                              iii.            to elect officers of the Association and the Ordinary Members of the Committee.

e)      The Annual General Meeting may transact special business of which notice is given in accordance with this Constitution.

f)        The Annual General Meeting shall be in addition to or held in conjunction with any other Special General Meetings that may be held in the same year.

10)  Special General Meetings

a)      The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association and, where, but for this sub‑clause, more than 15 months would lapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

b)      The Committee shall, at the request of Members representing not less than 5% of the total number of Members or 30 members, whichever is the lesser, convene a Special General Meeting of the Association.

c)      Any request for a Special General Meeting shall state the objects of the Meeting and shall be signed by the Members making the request and be sent to the address of the Secretary.  The request may consist of several documents in a like form, each signed by one or more of the Members making the request.

d)      If the Committee does not cause a Special General Meeting to be held within two months after the date that a request for a Special General Meeting per sub-clause 10 (b) is sent to the address of the Secretary, the Members making the request or any of them, may convene a Special General Meeting to be held not later than three months after the date that the request was made.

e)      A Special General Meeting convened by Members in pursuance of this Constitution shall be convened in the same manner, as nearly as possible, as that in which those Meetings are convened by the Committee.

11)  Notice of Meeting

a)      The Secretary of the Association shall at least 14 days before the date fixed for holding a General Meeting of the Association, cause to be sent to each Member of the Association at his address appearing in the Register of Members, a notice by pre‑paid post or electronic means, stating the place, date and time of the Meeting and the nature of the business to be transacted at the Meeting.

b)      No business other than that set out in the notice convening the Meeting shall be transacted at the Meeting.

c)      A Member desiring to bring any business before a Meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next General Meeting after the receipt of the notice.

12)  Proceedings at Meetings

a)      All business that is transacted at a Special General Meeting and all business that is transacted at the Annual General Meeting with the exception of that specially referred to in this Constitution as being the ordinary business of the Annual General Meeting shall be deemed to be special business.

b)      No item of business shall be transacted at a General Meeting unless a quorum of Members, entitled under this Constitution to vote is present during the time when the Meeting is considering that item.

c)      30 voting Members or 25% of the voting Members, whichever is the lesser, personally present (being Members entitled under this Constitution to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.

d)      If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present the Meeting shall be dissolved.

13)  Leadership of Meeting

a)      The Chairman or in his absence, the Vice‑Chairman, shall preside as Chairman at each General Meeting of the Association.

b)      If the Chairman and the Vice‑Chairman are absent from a General Meeting, the Members present shall elect one of their number to preside as Chairman at the Meeting.

c)      The Chairman of a General Meeting at which a quorum is present may, with the consent of the Meeting adjourn the Meeting from time to time and place to place, but no business shall be transacted at an adjourned Meeting other than the business left unfinished at the Meeting at which the adjournment took place.

d)      Where a Meeting is adjourned for 14 days or more, a like notice of the adjourned Meeting shall be given as in the case of the General Meeting.

e)      Except as provided in sub‑clauses (c) and (d), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned Meeting.

14)  Rules for Voting

a)      A question arising at a General Meeting of the Association shall be determined on a show of hands. Unless a poll is demanded before or on the declaration of the show of hands, a declaration by the Chairman that a resolution has, on a show of hands, been carried (either carried unanimously or lost), and an entry to that effect in the Minute Book of the Association is evidence (without proof of the number or proportion of the votes in favour of, or against) of that resolution.

b)      Upon any question arising at a General Meeting of the Association, a Member has one vote only.

c)      All votes shall be given personally or by proxy.

d)      In the case of an equality of voting on a question, the Chairman of the Meeting is entitled to exercise a second or casting vote.

e)      If at a General Meeting a poll on any question is demanded by not less than three Members, it shall be taken at that Meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the Meeting on that question.

f)        A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the Meeting as the Chairman may direct.

g)      A Member is not entitled to vote at any General Meeting unless all moneys due and payable by him to the Association have been paid.

h)      Each Member shall be entitled to appoint another Member as his proxy by notice given to the Secretary no later than 24 hours before the time of the Meeting in respect of which the proxy is appointed.

i)        The notice appointing the proxy shall be in the form set out in Appendix II.

15)  Supreme Authority

a)      The supreme authority of the Association is vested in a General Meeting of the members.

16)  Committee of Management

a)      The affairs of the Association shall be managed by a Committee of Management constituted as provided in Article17.

b)      The Committee:

                                 i.            shall control and manage the business and affairs of the Associations;

                               ii.            may, subject to this Constitution, exercise all such powers and functions as may exercised by the Association other that those powers and functions that are required by this Constitution to be exercised by General Meetings of the Members of the Association; and

                              iii.            subject to this Constitution, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

c)      The duty of the Committee is to organise and supervise the daily activities of the Association. The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General meetings.

17)  Officers of the Association

a)      The Officers of the Association shall be:

                                 i.            a Chairman

                               ii.            a Vice-Chairman

                              iii.            a Secretary

                             iv.            a Treasurer

The Chairman and Vice-Chairman shall be "Fellows" or "Members" of the Institution.

All other Office Bearers shall hold membership in any membership class of the Institution.

The Chairman shall be a member, ex officio, of all Committees.

b)      The provisions of Article 17 so far as they are applicable and with the necessary modifications apply to and in relation to the election of persons to any of the Offices mentioned in sub‑clause (a).

c)      Each Officer of the Association shall hold Office until the next Annual General Meeting after the date of his election but is eligible for re‑election.

d)      In the event of a casual vacancy in any Offices referred to in sub‑clause (a), the Committee may appoint one of its members to the vacant Office and the member so appointed may continue in Office up to and including the conclusion of the next Annual General Meeting following the date of his appointment.

e)      The Committee shall consist of:

                                 i.            the Officers of the Association; and

                               ii.            four Ordinary Members ‑ half of whom shall be elected at each Annual General Meeting of the Association for a two year term. The remaining half shall be elected at the following Annual General Meeting. Retiring Committee members shall be eligible for re‑election.

f)        Each Ordinary Member of the Committee shall, subject to this Constitution, hold Office until the second Annual General Meeting after the date of his election but is eligible for re-election.

g)      In the event of a casual vacancy occurring in the Office of an Ordinary Member of the Committee, the Committee may appoint a Member of the Association to fill the vacancy and the Member so appointed shall hold office, subject to this Constitution, until the conclusion of the Annual General Meeting at which the vacating Committee member would have stood for re‑election.

18)  Election of Officers and Vacancy

a)      Nominations of candidates for election as Officers of the Association or as Ordinary Members of the Committee:

                                 i.            shall be made in writing, signed by two Members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

                               ii.            shall be delivered to the Secretary of the Association not less than 14 days before the date fixed for the holding of the Annual General Meeting.

b)      If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected unless further nominations are received at the Annual General Meeting.

c)      If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

d)      If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

e)      The ballot for the election of Officers and Ordinary Members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.

f)        A nomination of a candidate for election under this Article is not valid if that candidate has been nominated for another Office for election at the same election.

g)      For the purposes of this Constitution, the Office of an Officer of the Association or of an Ordinary Member of the Committee becomes vacant if the Officer or member

                                 i.            ceases to be a Member of the Association; or

                               ii.            resigns his Office by notice in writing given to the Secretary; or

                              iii.            is expelled from Office by the General Meeting of Members.

19)  Proceedings of Committee

a)      The Committee shall meet at least 2 times in each year at such place, or by teleconference, and at such times as the Committee may determine.

b)      Special Meetings of the Committee may be convened by the Chairman or by any four of the members of the Committee.

c)      Notice shall be given to members of the Committee of any Special Meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such Meeting.

d)      Any five members of the Committee constitute a quorum for the transaction of the business of meeting of the Committee.

e)      No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the place and time and date determined by the Officers unless the Meeting was a Special Meeting in which case it lapses.

f)        At meetings of the Committee:

                                 i.            the Chairman or in his absence the Vice‑Chairman shall preside; or

                               ii.            if the Chairman and the Vice-Chairman are absent, one of the  remaining  members of the Committee may be chosen by the Members present to preside.

g)      Questions arising at a Meeting of the Committee or of any Sub‑Committee appointed by the Committee shall be determined on a show of hands or if demanded by a Member by a poll taken in such manner as the person presiding at the Meeting may determine.

h)      Each Committee Member present at a Meeting of the Committee or of any Sub‑Committee appointed by the Committee (including the person presiding at the Meeting) is entitled to one vote and in the event of an equality of votes on any question the person presiding may exercise a second or casting vote.

i)        Written or electronically delivered notice of each Committee Meeting shall be served on each member of the Committee by delivering it to him at least seven days before the date of the Meeting.

j)        Subject to sub‑clause (d) the Committee may act notwithstanding any vacancy on the Committee.

k)      A Committee member may nominate any Member to be a proxy at a Committee Meeting with entitlement to vote.

l)        Any Committee member desiring another Member to vote for him as proxy shall notify the Secretary in writing prior to the Meeting concerned, stating the name of the proxy and the date of the Meeting at which the proxy shall be entitled to vote.

m)    Any Committee member, so desiring, shall be entitled to have his views on any subject on the agenda for the Meeting, read to the Committee by the Secretary, or his proxy, if one has been appointed.

n)      The Committee shall be empowered to appoint Sub‑Committees when required and shall be empowered to co-opt any Member to serve on such Committee.

20)  Secretary/Treasurer

a)      The Secretary of the Association shall keep Minutes of the resolutions and proceedings of each General Meeting and each Committee Meeting in books provided for that purpose together with a record of the names of persons present at Committee Meetings.

b)      The Treasurer of the Association:

                                 i.            shall collect and receive all moneys due to the Association and make all payments authorized by the Association; and

                               ii.            shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with activities of the Association; and

                              iii.            shall give a financial report at each Committee Meeting.

c)      The accounts and books referred to in sub‑clause (b) shall be available for inspection by Members.

 21)  Audit and Financial Year

a)      Two voting members, not being members of the Committee, shall be elected as Honorary Auditors at each Annual General Meeting and will hold office for the term of one year only and shall not be re-elected for a consecutive term.

b)      They

                                 i.            will be required to audit each year’s account ad present a report upon them  to the Annual General Meeting;

                               ii.            May be required by the Chairman to audit the Association’s account for any period within their tenure of office and make a report to the Committee

c)      The financial year shall be from 1st July to 30th June.

22)  Removal of Committee Member

a)      The Association in General Meeting may by resolution remove any member of the Committee before the expiration of his term of Office and appoint another Member in his stead to hold Office until the expiration of the term of the first‑mentioned member.

b)      Where the member to whom a proposed resolution referred to in sub‑clause (a) makes representation in writing to the Secretary or Chairman of the Association (not exceeding a reasonable length) and (b) requests that such representation be notified to the Members of the Association, the Secretary or the Chairman may send a copy of the representations to each Member of the Association or if they are not so sent the member may require that they be read out at the Meeting.

23)  Changes in Committee

a)      Any changes in the Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.

24)  Cheques

a)      All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two Committee Members.

25)  Prohibitions

a)      Gambling of any kind is forbidden on the Association’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

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

c)      The Association shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.

d)      The Association shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose to or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services which adversely affect consumer interests.

e)      The Association shall not indulge in any political activity or allow its fund and/or premises to be used for political purposes.

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

g)      The Society shall not raise funds from the public for whatever purpose without the prior approval in writing of the Head, Licensing Division, Singapore Police Force and other relevant authorities.

26)  Alteration of Constitution and Statement of Purposes

a)      This Constitution and the statement of purposes of the Association shall not be altered except by a two thirds vote of the membership, and subject to prior approval by the Institution and shall not come into force without the prior sanction of the Registrar of Societies.

27)  Notices

a)      A notice may be served by or on behalf of the Association upon any Member either personally, electronically or by sending it by post to the Member at his address shown in the Register of Members.

b)      Where a document is properly addressed pre-paid and posted to a person as a letter, the document shall, unless the evidence to the contrary is proved, be deemed to have been given to the person at the time which the letter would have been delivered in the ordinary course of post.

28)  Winding Up or Cancellation

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

b)      In the event of the winding up or the disillusion of the Association, any assets of the Association shall be donated to the Institution.

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

29)  Custody of Records

a)      Except as otherwise provided in this Constitution, the Secretary/Treasurer shall keep in his custody or under his control all books, documents, records and securities of the Association.

30)  Funds

a)      The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.

b)      An Auditor shall be appointed by the Committee and the Auditor shall report on the books and accounts kept by the Treasurer, prior to the Annual General Meeting.

31)  Trustees

a)      If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

b)      The trustees of the Association shall:

                                 i.            Not be more than four (4) and not less than two (2) in number.

                               ii.            Be elected by a General Meeting of members.

                              iii.            Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

c)      The office of the trustee shall be vacated:

                                 i.            If the trustee dies or becomes a lunatic or of unsound mind.

                               ii.            If he is absent from the Republic of Singapore for a period of more than one (1) year.

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

                             iv.            if he submits notice of resignation from his  trusteeship.

d)      Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Association’s premises at least two (2) weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies.

e)      The address of each immovable property, name of each trustee and any subsequent change must be notified to the Registrar of Societies.

32)  Visitors and Guests

a)      Visitors and guests may be admitted into the premises of the Association but they shall not be admitted into the privileges of the Association. All visitors and guests shall abide by the Association’s rules and regulations.

33)  Interpretation

a)      In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

34)  Disputes

a)      In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.