Note: This is a draft constitution for brainstorming only. NDCA does not exist yet.
In these Rules, unless the context otherwise requires, “Board of Management” or “Board” means the Board of Management constituted under Clause 10 of these Rules.
“President” means the President of the NeuroDivergent Community Alliance (NDCA).
“Vice President” means the Vice-President of the NDCA.
“Honorary Secretary” means the Honorary Secretary of the NDCA.
“Honorary Treasurer” means the Honorary Treasurer of the NDCA.
“Assistant Honorary Treasurer” means the Assistant Honorary Treasurer of the NDCA.
The Organisation shall be known as the NeuroDivergent Community Alliance abbreviated and hereinafter referred to as the “NDCA”.
2. PLACE OF BUSINESS
The place of business of the NDCA shall be Paya Lebar Central Square, 60 Paya Lebar Road, #07-54 Singapore 409051 or at any other place as decided by the Board of Management from time to time subject to the approval of the Registrar of Societies.
The objectives of the NDCA shall be:
a) To strategically enhance the self-reliance, resilience and mental well-being of autistic people throughout all stages of their lives,
b) To strategically invest in and cultivate autistic people to realise their full potential throughout all stages of their lives,
c) To strategically support autistic people to live a wholesome, purposeful and authentic life supportive of their neurological differences and fulfilling their personal aspirations while benefiting the rest of our society,
d) To strategically facilitate the meaningful, equal and strategic participation of autistic people in mainstream society as and when they are ready to do so,
e) To strategically promote acceptance of autistic culture and identity among both autistic and non-autistic people,
f) To do such other things that are incidental or conducive to the attainment of the above objectives as the General Meeting of Members of the Board of Management may from time to time decide, NDCA shall:
i) provide safe spaces and opportunities for autistic people to interact with each other as well as other stakeholders in the autism community;
ii) facilitate and implement strategic solutions that address existing gaps in supporting autistic people;
iii) facilitate and conduct strategic research aimed at improving the welfare of autistic people;
iv) work with stakeholders worldwide to advance strategic initiatives that benefit both the autistic community as well as other communities and causes;
v) provide consultative services on matters relating to autistic people for other stakeholders for both organisations and individuals;
vi) partner with like-minded individuals and organisations to run initiatives, events and businesses that help to raise funds for NDCA’s operations.
(a) The Organisation may, on the recommendation of the Board, nominate suitable persons to be Patrons and Vice Patrons of the Organisation.
(b) The appointment of a Patron-in-chief and/or Patron(s) shall be from amongst persons who have achieved eminence or distinguished themselves in the medical, academic, business or professional community or in public life, or have rendered distinguished services to the autism/disability community or the nation.
(a) The membership of NDCA shall consist of:
i. Individual Membership
ii. Non-Profit Membership
iii. Corporate Membership
iv. Honorary Members
(b) Individual Membership is open to all people aged 13 years and above. Members between ages 13 to 17 do not have voting rights; they are only able to join NDCA with their caregiver’s explicit approval and if their caregiver is also an NDCA member.
(c) Non-profit Membership is open to all non-profit organisations, including but not limited to educational institutions, government organisations, charities, trusts and foundations. Social enterprises may be considered non-profit if they operate at or near break-even.
(d) Corporate Membership is open to all organisations that do not qualify for Non-profit Membership.
(e) Honorary Membership may be conferred by the Board of Management on individuals and organisations who have made substantial contributions to support autistic people strategically.
(f) Membership eligibility is not automatic. Organisations and individuals who may pose a threat to the well-being of autistics, such as by having a history of criminal, harmful, unethical, controversial or suspicious conduct, will be barred from membership.
6. APPLICATION FOR MEMBERSHIP
(a) An application for Membership shall be made in the prescribed form duly completed and forwarded to the NDCA representative in charge of membership.
(b) The Board of Management of the NDCA may approve or reject any application for membership at its sole discretion, provided that any subscription fee so paid in advance shall be refunded to the unsuccessful applicant.
(c) All members shall, upon admission in the membership of the NDCA, be deemed to be bound by these rules and the by-laws made thereunder.
7. SUBSCRIPTION FEES
(a) The Board of Management shall have the power to set, review and revise the rates of the annual subscription fee with the consent of the General Meeting of Members.
(b) The income and property of the NDCA whensoever derived shall be applied towards the promotion of the objectives of the NDCA as outlined in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the NDCA or any of them or to any person claiming through any of them.
8. RIGHTS AND LIABILITIES OF MEMBERS
(a) All Individual Members who are not disqualified by a failure of payment or suspended from membership under any provision of these Rules shall have the right to attend, speak and vote at any General Meeting of Members.
(b) All Individual Members who are entitled to participate in a General Meeting of Members shall, unless otherwise disqualified from holding office, be eligible for nomination and election or appointment to any office in the Board of Management.
(c) Notwithstanding any provision to the contrary, the Board of Management shall have power in their absolute discretion to admit, suspend or expel any member from NDCA with a majority vote. The President, Vice-President and Secretary shall have power to temporarily suspend such members until the vote to decide on their membership status can be held.
(d) A suspended member shall not be entitled to any of the benefits of membership or use or enjoy the facilities and amenities of the NDCA during the period of suspension, which shall not affect his obligation to pay an annual subscription.
(e) A member shall, upon expulsion, forfeit all his rights and interests in the NDCA.
(f) Members who are expelled will also be barred from future membership in NDCA and related organisations.
Any Ordinary or Associate Member desiring to resign from the membership of the NDCA shall give a month’s notice in writing to the Board of Management. No member shall be entitled to a refund on any subscription fee paid in advance.
10. BOARD OF MANAGEMENT
(a) The NDCA shall be managed by a Board of Management to be elected at every third Annual General Meeting of members from among the Individual Members of the NDCA provided that at any one time:
i. the members of the Board should not be current NDCA staff (excluding volunteers)
ii. the members of the Board should not be related to each other or to the staff of the NDCA
iii. majority of the Board members shall comprise either autistics or their caregivers/family.
(b) The Board of Management shall comprise:
i. A President
ii. One Vice-President
iii. An Honorary Secretary
iv. An Honorary Treasurer
v. Assistant Honorary Treasurer
vi. Any number of Committee Members as determined by the Board of Management, with priority given to competent autistic persons and family members of autistic people
i. No person shall be nominated as a member of the Board of Management unless written notice of such nomination supported by written acceptance by the nominee shall have been given by an Individual Member not less than two weeks before the election at the every third Annual General Meeting.
Such notice shall, except in the case of existing members of the Board of Management, contain biographical details of the nominee and a statement as to the relationship of the nominee to the autism community as well as their purpose of standing for nomination.
ii. The scrutineers who shall be appointed at the every third Annual General Meeting to conduct the election of the Board of Management, shall ensure that the Board members declared elected comply with Rule 10 (a) above.
(d) Office bearers, by virtue of their agreement to stand for election, undertakes that they have no conflict of interest between their outside activities and their service to the NDCA. Any such conflicts must be explicitly declared to the best of their knowledge, or they will face immediate disqualification when discovered.
(e) Representatives from key government and non-profit organisations, professionals with strategic knowledge and skills, or distinguished individuals who have advanced the welfare of autistic people, may be invited to serve on the Board of Management as advisors. They shall have no voting rights.
(f) Members of the Board shall hold office for a term of three years. All retiring members of the Board shall be eligible for re-election.
i. The Board shall meet at least once every three months and whenever the President or three voting members, one of whom shall be an office-bearer of the Board, deem it necessary.
ii. The notice and agenda for a meeting shall be given not less than seven days in advance. The President may call a meeting of the Board at any time by giving three days’ notice.
iii. The quorum for all meetings of the Board shall not be less than one-third of the Board appointments, two of whom shall be office-bearers. The President or in his/her absence, the Vice President or either of the two other office-bearer in order of preference shall preside at all meetings of the Board.
iv. The Board shall decide on any matter by a majority of votes among the persons present and voting. When necessary such decisions can be done via e-mail exchanges or online video conferencing. The results shall be recorded and filed for a minimum period of 5 years.
(h) In the event of any vacancy arising in the Board of Management from any cause whatsoever, the Board of Management may co-opt any member of the NDCA to fill the vacancy, provided that the Board shall not be precluded from holding any meeting or acting in any manner merely because of any vacancy in its membership.
(i) Any member of the Board of Management who absents himself/herself from two consecutive meetings thereof without prior excuse in writing to the Honorary Secretary or sufficient reason acceptable to the Board of Management shall cease to be a member of the Board of Management with effect from the date of such second meeting.
(j) Any changes in the Board of Management shall be notified to the Registrar of Societies and the Commissioner of Charities within two (2) weeks of the change.
(k) The Board of Management may expel or suspend from the membership of the NDCA any member whose conduct is in the opinion of the Board prejudicial to the reputation of the NDCA or the members of the NDCA.
(l) The Board of Management shall have the power to manage and administer the funds of the NDCA.
(m) The Board of Management shall be empowered to establish such funds or schemes as may be necessary and expedient to provide financial or other assistance to members.
(n) The NDCA shall raise, cause to be raised and receive such donations that it deems necessary for the effective promotion and the carrying out of all of its activities.
(o) All funds received by the NDCA shall be deposited at any Bank approved by the Board of Management either in current, savings or fixed deposit accounts.
i. Whenever a member of the Board of Management in any way, directly or indirectly, has an interest in a transaction or project or other matter to be discussed at a meeting, the member concerned shall disclose the nature of his or her interest before the discussion on the matter begins.
ii. The member concerned should not participate in the discussion or vote on the matter and should also offer to withdraw from the meeting and the Board of Management shall decide if this should be accepted.
(q) The Board of Management may from time to time appoint a paid officer or officers to carry out such duties as the Board may determine, save that nothing shall be construed as the Board or any member of the Board abdicating the responsibilities or which the Board and/or its members have been elected/co-opted into.
(r) In the event of any issues arising out of any point which is not expressly provided for in the constitution, the Board of Management shall have powers to use their discretion to resolve such issues. The decision of the Board of Management shall be final unless it is reversed at a General Meeting of members.
11. ACQUISITION AND DISPOSAL OF PROPERTY
(a) The Board of Management shall have the power to purchase or acquire movable or immovable property or other assets for the NDCA without having to obtain the sanction of a General Meeting of Members and shall have the power to invest any funds of the NDCA not immediately required for any such purposes upon the security of any investments for the time being authorised by law for the investment of trust funds with full power to sell, realise, vary or otherwise deal with such movable property and investments.
(b) The Board of Management shall have the power to sell, realise, vary or otherwise deal with the movable property and investment of the NDCA but the NDCA shall not make investments in the share market and no immovable property of the NDCA or any part thereof shall be sold, assigned, transferred, conveyed, mortgaged or otherwise disposed of without a resolution authorising or sanctioning such a sale, mortgage or other transaction being first passed at a General Meeting of Members of the NDCA.
(c) The investments, which shall exclude fixed deposit accounts and immovable property of the NDCA shall be held by a corporate Trustee Company as Custodian Trustee, registered under the Trustee Companies Ordinance of the Republic of Singapore (hereinafter called the “Custodian Trustee”). The Custodian Trustee shall act in a “Nominee” capacity and shall be indemnified by the NDCA for any liability which may result from holding property as trustee for the NDCA. The Custodian shall be entitled to act in all dealings with the property following the wishes of the Board of Management as evidenced by true copies of resolutions passed at General Meetings, such true copies to be certified as correct by the President or a Vice- President and the Honorary Secretary.
(d) The Registrar of Societies and the Commissioner of Charities shall be notified of the address of the NDCA immovable property, name of Trustee Company and subsequent changes.
12. DUTIES AND POWERS OF THE BOARD OF MANAGEMENT
Subject to the over-riding power of the General Meeting of Members, the Board of
(a) Be responsible for the execution of all matters decided upon at the General Meeting; and shall appoint/employ an Executive Director, Executive Officers and any other staff as it shall consider appropriate to constitute the Secretariat and other departments of the NDCA;
(b) Have the power to appoint sub-committees, if and when the necessity arises or to delegate any part of its duties to a member of the Board of Management;
(c) Give directions to and receive and approve reports from sub-committees and other officials if any;
(d) To recommend such people as it deems fit to become Patrons or Vice-Patrons of the NDCA;
(e) Approve applications for membership;
(f) Raise funds for the NDCA with the approval of the Registrar of Societies and other relevant authorities;
(g) Approve expenditure from the funds of the NDCA;
(h) Select representatives to attend any local, regional or international events;
(i) Establish and define the boundaries of District Committees and define and control the duties, powers and obligations of such District Committees;
(j) Make, alter and rescind by resolution working by-laws and rules to control and regulate:
i. The administration of District Committees of the NDCA;
ii. Meeting procedures to be adopted by District Committees;
iii. All other matters specified or involved in the aims and objectives of the NDCA or these rules; provided however that any such by-laws shall be subject to and shall not conflict with the provisions of these rules;
(k) Carry out all the functions and powers in any district where no properly constituted District Committee exists or in respect of which the powers of the District Committee have been suspended by the Board of Management;
(l) Institute or carry out or defend legal proceedings when necessary including the recovery of any debts due to the NDCA;
(m) Carry out and enforce any of the other aims, objectives and interests of the NDCA;
13. DUTIES OF OFFICE BEARERS
The President shall:
i. Preside at all General Meetings of the NDCA and all meetings of the Board of Management and preside at all other functions of the NDCA and represent NDCA at all formal and informal functions to which NDCA’s President is invited. In his absence, the Vice President or Honorary Secretary will be
deputised to chair the meetings or attend the functions to which NDCA is invited;
ii. Be responsible for the proper conduct of the business and affairs of the NDCA.
The Vice-President shall deputise for the President in the latter’s absence.
(c) Honorary Secretary
The Honorary Secretary shall:
i. Arrange and attend all meetings;
ii. Record the minutes of such meetings; and
iii. Keep in custody all official records and documents and the Register of Members.
(d) Honorary Treasurer
The Honorary Treasurer shall:
i. Collect all monies on the authority of the Board of Management;
ii. Keep proper books of accounts and be responsible for all funds of the NDCA.
iii. Keep a petty cash account of which the sum will be determined by the Board and money over the amount shall be deposited with the NDCA’S bankers; and
iv. Present a Statement of Accounts as often as is required by the Board of Management.
(e) Assistant Honorary Treasurer
The Assistant Honorary Treasurer shall deputise for the Honorary Treasurer in the latter’s absence and assist the Honorary Treasurer in carrying out his/her duties.
(f) Executive Director
i. There shall be an Executive Director of the NDCA who shall be appointed/employed by the Board of Management and, subject to the instructions of the Board of Management, shall be responsible for the efficient conduct of the NDCA and for such other duties as may be assigned to him/her;
ii. The Executive Director shall attend all meetings of the NDCA;
iii. The staff of the NDCA shall be appointed/employed by the Executive Director acting on behalf of the Board of Management and following the rules approved by the NDCA;
iv. The Executive Director shall be accountable and responsible to the Board of Management and through it to the NDCA at all times and shall carry out its directive;
v. Be responsible for all staff of the NDCA;
vi. Transact all business of the NDCA as directed by the Board of Management
vii. Attend to and conduct any correspondence on behalf of the NDCA;
viii. Report to the Board of Management any infringement of the Rules and by-laws;
ix. Prepare or cause to be prepared the Annual Report for submission to the Annual General Meeting.
14. GENERAL MEETING
The supreme authority of the NDCA shall be vested in a General Meeting of members. In between General Meetings of Members, the NDCA shall be administered by the Board of Management.
15. ANNUAL GENERAL MEETING
(a) The Annual General Meeting of the NDCA shall be held no later than 15 months from the date of the last Annual General Meeting. The exact time, date and place shall be determined by the Board of Management.
i. At least four weeks’ notice in writing specifying the place, date and time of the Annual General Meeting shall be given.
ii. The notice shall specify that motions to be put before the Meeting shall be submitted to the Honorary Secretary at least fourteen days before the date for the Meetings. The Agenda for the Meeting, the Board’s Annual Report and the Accounts (duly audited) for the preceding financial year, shall be forwarded to the members at least seven days before the date of the meeting.
(c) The business to be transacted at the General Meeting shall be;
i. To receive and approve the Annual Reports and Accounts of the NDCA of the preceding financial year;
ii. To elect or appoint members of the Board of Management and Auditors for the next term (once in three years); and
iv. To transact any other business of which fourteen days’ notice in writing shall be given to the Honorary Secretary.
(d) In the event of any disputes arising amongst members, they shall table the matter for resolution before an Extraordinary General Meeting to be held following the Constitution. If members fail to resolve the matter at the Extraordinary General Meeting, they may bring the matter before a court of law for resolution.
16. EXTRAORDINARY GENERAL MEETING
(a) An Extraordinary General Meeting may be convened by the Board of Management at its discretion or on receipt of a signed written requisition by one-fifth of the total number of paid-up members or fifteen paid-up members or whichever is the lesser, stating their objectives and reasons for requisitioning such a meeting.
(b) Upon receipt of the requisition, the Board of Management shall call for an Extraordinary General Meeting to be held within twenty-one days from the date of receipt of such requisition.
17. REPRESENTATION AT GENERAL MEETING AND VOTING
i. All Individual Members who are not in arrears of subscriptions or otherwise in default shall be eligible to vote at any General Meeting of the NDCA;
ii. Individual Members shall each have one vote;
(b) At the General Meeting, the President, and in his absence, the Vice-President shall chair the meeting. In the case of any ties, the Chairman shall have a second or casting vote, subject to the provision herein contained on the election of members of the Board.
At least thirty (30) members or 25% of voting members, whichever is lesser, present and entitled to vote shall form a quorum at an Annual General Meeting. Provided that if a quorum is still not present after an adjournment of ten (10) minutes from the time fixed for the meeting, those present and entitled to vote shall constitute a quorum, but they shall not have the power to amend the constitution.
19. FINANCIAL YEAR
The financial year of the NDCA shall close on 31 December each year.
(a) The NDCA shall at each Annual General Meeting appoint one or more auditors approved by the Commissioner of Charities to hold office until the next Annual General Meeting and shall determine the remuneration (if any) to be paid for his/her or their services or may delegate to the Board of Management the power to determine such remuneration.
(b) The auditors shall audit the yearly accounts and submit a report thereon to the General Meeting.
(a) Gambling of any kind, whether for stakes or not, is forbidden on the NDCA’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 NDCA shall not be used to pay the fines of members who have been convicted in Court.
(c) The NDCA shall not attempt to restrict or in any other manner interfere with trade or prices or 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 NDCA shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
(e) The NDCA shall not indulge in or support any controversial parties or causes that are detrimental to the social unity and national security of its host country.
(f) The NDCA shall not hold any lottery, whether confined to its members or not, in the name of the NDCA or its office bearers, Board or members, without having obtained prior approval from the relevant approving authorities.
(g) Notwithstanding any provision to the contrary, the Board of Management shall have power in their absolute discretion to admit or reject any person to the facilities offered by NDCA and at any time withdraw such facilities so granted.
22. AMENDMENT OF RULES
No alterations, amendments or additions to the Rules shall be made except at a General Meeting by a resolution which shall be carried by a two-thirds majority of the total number members present. Such alterations, amendments or additions shall only take effect after approval from the Registrar of Societies and the Commissioner of Charities has been received.
23. INTERPRETATIONS OF RULES
The Board of Management is the sole authority for the interpretation of these Rules and the decisions of the Board upon any question of interpretation or upon any matter affecting the NDCA and not provided for by these Rules shall be final and binding on all members. In all cases not provided for by these Rules, the Board shall act according to their discretion.
24. CESSATION OF CHARITY
If the NDCA ceases to be a registered charity under the Charities Act, all debts and liabilities incurred on behalf of the NDCA shall be fully discharged, and the remaining funds will be donated to an Institution or Institutions of Public Character with similar objectives which is or are registered under the Charities Act as the members of the NDCA may determine at the General Meeting unless otherwise allowed by the Commissioner of Charities.
(a) The NDCA shall not be dissolved except with the consent of three-fifths of all the Individual Members of the NDCA voting on the resolution for dissolution at a General Meeting convened for the purpose.
(b) In the event of the NDCA being dissolved as provided above, all debts and liabilities incurred on behalf of the NDCA shall be fully discharged, and the remaining funds will be donated to an Institution or Institutions of Public Character with similar objectives which is or are registered under the Charities Act as the members of the NDCA may determine at the General Meeting.
(c) The Registrar of Societies and the Commissioner of Charities shall be informed within seven days of the dissolution of the NDCA.