Constitution

PREAMBLE

This Society is an association for engineers and working professionals in AI-related roles in Singapore.  The Association will drive an active and vibrant community of AI certified engineers, technologists and practitioners to proactively harness the economics and scientific potentials of AI for the betterment of humanity.

Our members include but are not limited to AI and machine learning engineers, AI and data scientists, data engineers and data analysts.

Our focus areas include but are not limited to AI algorithm applications and development, data engineering, AI projects implementation strategy, AI DevOps and AI ethics and governance.

1. DEFINITIONS

1.1. In this Constitution, unless the context otherwise requires, the singular includes the plural and vice versa and references to one gender include both genders.

2. NAME

This Society shall be known as the “AI Professionals Association” or its acronym “AIP”, hereinafter referred to as the “Society”.

3. PLACE OF BUSINESS

Its place of business shall be at “No 60 Paya Lebar Road, Paya Lebar Square #05-
16, Singapore 409051” or such other address as may subsequently be decided upon by the Committee and approved by the Registrar of Societies.  The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

4. OBJECTS

4.1. The objects of the Society, functioning as a professional body, shall be:

  (a) To foster professionalism in the community of engineers, researchers and professionals practising and building data science and artificial intelligence applications (“AI”);

  (b) To encourage and support the professional development and certification of members; and

  (c) To build a community of practice that develops and promotes good standards for AI project implementation.

4.2. In furtherance of the above objects, the Society shall do all that is necessary, subjected to such consents as may be required by the law, and expedient to give effect to the objects of the Society, which may include any of the following:

  (a) To act as trustees, governors or managers of any intellectual property licensed to, assigned to or held upon trust by the Society for the objects of the Society.

  (b) To enter into any arrangement and provide licenses for intellectual property rights deposited into the Society’s repository.

  (c) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society as may be thought expedient with a view to the promotion of its objects.

  (d) To raise money for the purpose of the Society on such terms and on such security as may be thought fit and in particular making reasonable charges upon all or any of the property of the Society.

  (e) To invest the moneys of the Society not immediately required for its purposes in or upon such investments, securities or property as may be thought fit.

  (f) Undertaking from time to time any additional activities which support and further the objects of the Society.

5. MEMBERSHIP

5.1. ELIGIBILITY

5.1.1. Membership is open to any person who shares the Society’s objects and pays the annual membership fee.

5.1.2. The membership of the Society shall comprise the following categories:

  (a) Individual Membership – A person who is twenty-one (21) years of age and above. Each Individual member who is resident in Singapore shall have a right to vote and to hold office.

  (b) Student Membership – Persons who are pursuing full-time courses in approved education institutions in Singapore. Such members shall not have a right to vote or to hold office.

  (c) Overseas Membership – Persons who are not resident in Singapore. Such members shall not have a right to vote or to hold office.

  (d) Honorary Membership – Persons who have made a significant contribution to the Society may, on the recommendation of the Committee and with their consent, be conferred Honorary Membership at a General Meeting. Honorary Members shall have none of the obligations of membership in the Society, but shall be entitled to all the privileges except those of making motions, of voting and of holding office.

  (e) Corporate Membership – Companies registered in Singapore that are invited to join the Society upon the approval of the Committee. Corporate members shall have none of the obligations of membership in the Society, but shall be entitled to all the privileges except those of making motions, of voting and of holding office.

5.1.3. Persons who are below sixteen (16) years of age shall not be accepted as members without the written consent of their parent or guardian.

5.1.4. Membership shall be non-transferable.

5.2. APPLICATION FOR MEMBERSHIP

5.2.1. The prospective member shall submit to the Society an application for membership together with the relevant membership fee.

5.2.2. The Committee shall have the power to accept or reject any application or renewal for membership without assigning any reason.

5.3. MEMBERS’ OBLIGATIONS AND RESPONSIBILITIES

5.3.1. Every member shall be bound by and submit to the Constitution and Operational Procedures of the Society.

5.3.2. Every member shall observe and abide by the Society’s Code of Ethics.

5.4. SUSPENSION AND EXPULSION OF MEMBERS

The Committee may expel a member by a simple majority vote of the Committee if the member has conducted himself by word or act in a manner, which in the opinion of the Committee, is prejudicial to the interests of the Society and/or injurious to its reputation. Such member shall be given the opportunity to present his case in person before the Committee.

6. MEMBERSHIP FEES

Membership fees for all categories of members shall be determined by the General Meeting from time to time and any change in the membership fees shall not apply retroactively.

7. SUPREME AUTHORITY AND GENERAL MEETINGS

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

7.2. GENERAL MEETING

An Annual General Meeting shall be held within three (3) months from the close of its financial year.

7.3. MEETING NOTICE

At least two (2) weeks’ notice shall be given of an Annual General.  Notice of meeting stating the date, time and place of meeting shall be sent by the Honorary Secretary to all voting members.  The particulars of the agenda shall be posted on the Society’s notice board four (4) days in advance of the meeting.

7.4. QUORUM AND VOTING

7.4.1. Voting by proxy shall not be allowed at all General Meetings.

7.4.2. At least 50% of the total voting membership present at a General Meeting shall form a quorum.

7.4.3. In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, the General Meeting shall be postponed and rescheduled within sixty (60) days from the date of the General Meeting.

7.5. EXTRAORDINARY GENERAL MEETING

7.5.1. At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 50% of the total voting membership may be called at anytime by order of the Committee. The notice in writing shall be given to the Honorary Secretary setting forth the business that is to be transacted.

7.5.2. The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene the Extraordinary General Meeting.

7.5.3. At least ten (10) days’ notice shall be given of an Extraordinary General Meeting.

7.5.4. If the Committee does not proceed to convene an Extraordinary General Meeting within two (2) months after the date of the receipt of the written request, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Society’s notice board.

8. MANAGEMENT AND COMMITTEE

8.1. COMPOSITION

8.1.1. The administration of the Society shall be entrusted to a Committee consisting of the following to be elected at every alternate Annual General Meeting:

  (a) A President

  (b) A Vice President

  (c) An Honorary Secretary

  (d) An Honorary Treasurer

  (e) Up to nine (9) other Committee Members

8.1.2. The Committee may co-opt up to five (5) other members of the Society who in the opinion of the Committee possess skills and knowledge which will assist the Committee in carrying out its duties. Committee members who are co-opted do not have voting rights.

8.2. ELECTION AND TENURE

8.2.1. Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members. All office-bearers, except the Honorary Treasurer may be re-elected to the same or related post for a consecutive term of office.  The term of office of the Committee is two years.

8.2.2. Election will be either by show of hands for members present in the Annual General Meeting, whether in person or teleconferencing with video turned on.

8.2.3. A Committee Meeting shall be held at least once every four (4) months after giving seven (7) days’ notice to Committee Members. The President may call a Committee Meeting at any time by giving five (5) days’ notice.  Majority of the Committee Members must be present for its proceedings to be valid.

8.3. REMOVAL OF COMMITTEE MEMBER

8.3.1. A Committee Member shall cease to hold office immediately:

  (a) If he or she is absent for three (3) meetings consecutively without explanation satisfactory to the majority of the Committee.

  (b) If he or she is guilty of misconduct of such a kind as to render it undesirable that he or she continues as a Committee Member.

  (c) If he or she submits notice of resignation from his or her office.

  (d) If he or she dies or becomes of unsound mind.

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

8.4. DUTIES OF OFFICE-BEARERS

8.4.1. The President shall chair all General and Committee meetings. He or she shall also represent the Society in its dealings with outside persons.

8.4.2. The Vice President shall assist the President and deputise for him in his absence.

8.4.3. The Honorary Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. He will keep minutes of all General and Committee meetings.  He shall maintain an up-to-date Register of Members at all times.

8.4.4. The Honorary Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness.

8.4.5. Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

9. FINANCIAL YEAR

The financial year shall be from (to be assigned by the Registry of Societies).

10. AUDIT

10.1. A firm of Public Accountants and Chartered Accountants shall be appointed as Auditors at each Annual General Meeting for a term of one year and shall be eligible for reappointment.

10.2. They:

  (a) Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting.

  (b) May be required by the President to audit the Society’s accounts for any period within their tenure of office at any date and make a report to the Committee.

11. TRUSTEES

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

11.2. The trustees of the Society shall:

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

  (b) Be elected by a General Meeting of members.

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

11.3. The office of the trustee shall be vacated:

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

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

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

  (d) If he submits notice of resignation from his trusteeship.

11.4. Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given by posting it on the notice board in the Society’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.

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

12. PROHIBITIONS

12.1. Gambling of any kind, excluding the promotion or conduct of a private lottery which has been permitted under the Private Lotteries Act Cap 250, is forbidden on the Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

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

12.3. The Society 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.

12.4. The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

12.5. The Society 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.

12.6. The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities.

13. AMENDMENTS TO CONSTITUTION

The Society shall not amend its Constitution without the prior approval in writing of the Registrar of Societies. 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.

14. INTERPRETATION

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.

15. DISPUTES

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

16. DISSOLUTION

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

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

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