Corporate Governance
As a non-profit organisation, the SPMA still holds itself to the highest standards of corporate governance. Our Constitution directs the Governing Council of the SPMA as well as the rights and duties of our members. Our Code of Ethics holds all members accountable for actions their actions which may disadvantage the pest management industry.
Code of Ethics
As a member of the Singapore Pest Management Association, we pledge to do our best to fulfil the following responsibilities:
To uphold at all times the Objects of this Association;
To hold our industry in high esteem and strive to enhance its prestige;
To promote high ethical standards within this profession;
To keep the interests of clients always uppermost;
To provide pest management services safely and efficiently, with due consideration for the environment, by following good practices;
To practise fairness, frankness and honesty in all advertisements and transactions with the community;
To promote the advancement of knowledge and improvement of techniques used in pest management through co-operation and an interchange of ideas with fellow members for common benefit; and
To respect the reputation and practice of other pest management companies and to inform the Association, without any hesitation, of any illegal or unethical conduct.
The Constitution
Revised and amended by EGM on 23rd May, 2017 and approved by the Registrar of Societies on 26th March, 2018.
ARTICLE I
1.0 NAME
1.1 The name of the Association shall be known as the “Singapore Pest Management Association” (hereinafter referred to as “SPMA”).
ARTICLE II
2.0 PLACE OF BUSINESS
2.1 The place of business of SPMA shall be at “111 North Bridge Road, #21-01 Peninsula Plaza, Singapore 179098″ or at such other address as shall be decided upon by the Governing Council from time to time, subject to the approval of the Registrar of Societies. SPMA shall carry out its activities only in places and premises which have the prior approval from the relevant authorities, where necessary.
ARTICLE III
3.0 OBJECTS
The objects of SPMA shall be:
3.1 As the national association of the pest management industry, to be concerned with and to promote professional excellence and the highest standard of ethics amongst its members operating in the Republic of Singapore;
3.2 To stimulate, inspire and guide its members to improve the knowledge and skills of their employees through training, research, lectures, examinations, seminars, conventions, publications and attaining best practice standards with due concern for the environment;
3.3 To maintain a Roll of Members (hereinafter referred to as “the Roll”) stating the details of their experience, specialised knowledge and qualifications;
3.4 To be a forum of exchange on issues relevant to professional pest management and to advance the interest of its members by providing facilities and services for use by its members;
3.5 To enter into arrangements, agreements and affiliations with the Government, other national bodies and appropriate organisations both locally and overseas which subscribe to similar objects, aims and aspirations as SPMA;
3.6 To resolve differences between members wherever possible and to act as arbitrator in disputes with third parties whenever required;
3.7 To uphold the reputation and practice of the pest management industry and to expose without hesitation, any illegal or unethical conduct of any company, firm or person directly or indirectly engaged in pest management;
3.8 To collect authenticated trade statistics from members relating to turnover, employees and other relevant data as approved by the Governing Council, and to collate, compile and distribute these trade statistics so as to attain or advance any of the Objects of SPMA; and
3.9 To do all such lawful things as are incidental or conducive to the attainment of the above Objects or any of them.
ARTICLE IV
4.0 MEMBERSHIP
4.1 Membership shall be opened to companies, firms or persons directly or indirectly engaged in pest management. The Governing Council shall have the sole discretion to decide on an applicant’s suitability.
4.2 There are six (6) categories of Membership:
4.2.1 Ordinary Membership
Ordinary Membership shall be opened to companies or firms in the Republic of Singapore, which have been directly engaged in pest management for at least one year. All applicants upon approval shall be granted Provisional Ordinary Membership status for the duration of one (1) year, or such extended period as the Governing Council may at its discretion decide.
Ordinary Membership shall be confirmed at the end of one (1) year or the extended period, provided there are no adverse reports lodged against the applicant for non-compliance with the Objects as declared in this Constitution and the Code of Ethics of SPMA members, and the applicant has a verified record of satisfactory attendance at SPMA activities.
4.2.2 Life Membership
There will be no further intake of Life Membership.
All companies holding Life Membership will be converted to Ordinary Membership and an individual employed by the Company will be appointed as Life Member.
4.2.3 Associate Membership
Associate Membership shall be opened to companies, firms, institutions or organisations whose business or work is connected with pest management in the Republic of Singapore.
4.2.4 Honorary Membership
The Governing Council may honour any person, including but not limited to ex-Ministers for the Environment and ex-Presidents of the Association, by making him or her an Honorary Member, on the basis of his or her distinguished character and who by reason of his or her position, experience or eminence had made a significant contribution to the growth and development of SPMA or the pest management industry.
4.2.5 Individual Membership
Individual Membership shall be opened to persons whose work or profession is connected with pest management in the Republic of Singapore, including but not limited to persons such as entomologists, chemists, zoologists, public health inspectors and students.
4.2.6 Affiliate Membership
Affiliate Membership shall be opened to companies, firms, persons or organisations whose business, work or profession is related to pest management outside the Republic of Singapore.
4.3 Membership Application Rules:
4.3.1 All applications for membership shall be submitted on the prescribed application form, enclosing the full Entrance Fee, and duly proposed and seconded by existing members.
4.3.2 Upon approval by the Governing Council, the Hon. Secretary shall notify the applicant in writing and the applicant shall then be registered in the Roll. Applicant for Ordinary Membership shall be registered as Provisional Ordinary Member for one (1) year. Thereafter, upon confirmation, the applicant shall be registered as an Ordinary Member.
4.3.3 The Governing Council may disapprove any application for membership without assigning any reasons.
4.3.4 In the event of an application being rejected, the Hon. Secretary shall notify the applicant accordingly within two (2) weeks of the decision, together with a refund of the Entrance Fee. An unsuccessful applicant may re-apply after expiry of six (6) months from the date of the decision.
ARTICLE V
5.0 RIGHTS AND DUTIES OF MEMBERS
5.1
5.1.1 Ordinary Member
An Ordinary Member shall submit the names of a maximum of two (2) representatives who must be in its employment. However, only one (1) representative shall have the right to attend, stand for elections, nominate or second a candidate and vote at General Meetings. The alternate representative shall represent the first in his or her absence.
A Provisional Ordinary Member shall have the same Rights and Duties as an Ordinary Member.
5.1.2 Life Member
A Life Member shall have the right to attend, stand for elections, nominate or second a candidate and vote at General Meetings.
5.1.3 Associate Member
An Associate Member shall have the right to attend the General Meetings but shall not serve on the Governing Council as an Office Bearer and shall have no voting rights at General Meetings.
5.1.4 Honorary Member
An Honorary Member shall have the right to attend the General Meetings but shall not serve on the Governing Council as an Office Bearer and shall have no voting rights at General Meetings.
5.1.5 Individual Member
An Individual Member shall have the right to attend the General Meetings but shall not serve on the Governing Council as an Office Bearer and shall have no voting rights at General Meetings.
5.1.6 Affiliate Member
An Affiliate Member shall have the right to attend the General Meetings but shall not serve on the Governing Council as an Office Bearer and shall have no voting rights at General Meetings.
5.2 General Rights and Duties:
5.2.1 All members shall abide by the provisions of the Constitution and not act in any way inconsistent with the Objects of SPMA. They shall conduct their business, work or profession in a manner that will bring credit to the pest management industry.
5.2.2 A member shall notify SPMA in writing of any changes in its particulars, within one (1) month after the official change, enclosing where appropriate, an extract copy of the company’s profile from the Registrar of Companies and Businesses.
5.2.3 Any member who wishes to resign shall notify the Secretary in writing giving a calendar month’s notice.
5.2.4 No member shall issue any press release or communiqué with any outside party in the name of SPMA, except for the President or a representative duly appointed by the Governing Council to do so.
ARTICLE VI
6.0 ENTRANCE FEE AND ANNUAL SUBSCRIPTION
6.1 The Entrance Fee is as follows:
a. Ordinary Membership - Waived
b. Associate Membership - Waived
c. Individual Membership - Waived
d. Individual (Student) Membership - Waived
e. Affiliate Membership - Waived
The General Meeting of members may revise the Entrance Fee from time to time. The Entrance Fee for all approved memberships shall not be refunded or transferred by a member under any circumstances. An Honorary Member shall not be required to pay an Entrance Fee. An applicant for Ordinary Membership must provide evidence of completing at least one year of operations in pest management in order to be eligible for Ordinary Membership.
6.2
6.2.1 The Annual Subscription is as follows:
a. Ordinary Membership $600.00
b. Associate Membership $400.00
c. Individual Membership $400.00
d. Individual (Student) Membership $100.00
e. Affiliate Membership $200.00
The General Meeting of members may revise the Annual Subscription from time to time. The Annual Subscription shall be paid annually in advance. New applicants or a resigned member shall pay on a pro-rata basis for an incomplete year. A Life Member or an Honorary Member shall not be required to pay an Annual Subscription.
6.2.2 A member, who falls into arrears for more than two (2) months with its Annual Subscription or other dues, shall not have any voting rights during General Meetings.
6.2.3 A member, who falls into arrears for more than three (3) months with its Annual Subscription or other dues, shall receive a Notice from the Hon. Treasurer to settle. If the arrears are not settled within two (2) weeks the membership shall be cancelled.
6.2.4 A member who ceased to be a member under Clause 6.2.3 may submit a fresh application for membership after the expiry of a period of two (2) years from the date of cancellation, on condition that all previous debts to the Association are settled in full. The Governing Council shall have the sole discretion to approve or reject such application.
6.3 Any special Subscription, Contribution or Levy for any particular purpose may only be raised from members with the prior approval of a General Meeting.
ARTICLE VII
7.0 SOURCES AND UTILISATION OF FUNDS
7.1 The sources of funds shall come from but are not limited to:
a. Entrance Fees and Annual Subscriptions from SPMA members,
b. Special Subscriptions and Contributions,
c. Dues and Charges levied on activities, and
d. Donations.
7.2 The Governing Council shall approve the manner in which these funds are to be collected.
7.3 SPMA funds shall only be expended solely for the purpose of serving the Objects of SPMA.
7.4 The Hon. Treasurer or the Asst. Hon. Treasurer or any other person duly authorised by the Governing Council shall receive and collect monies or goods, and be responsible for the safe-keeping and proper disposal. They are also responsible for the safe custody and the proper use of all receipts and other supporting documents.
7.5 All cheques shall be signed by either the President or the Hon. Secretary, and countersigned by either the Hon. Treasurer or the Asst. Hon Treasurer.
7.6 The Governing Council may utilize the funds for the total monthly expenditure of up to $10,000. Any total monthly expenditure, single expenditure or project in excess of $10,000 shall be approved by a two-third (2/3) majority vote of the entire governing council.
ARTICLE VIII
8.0 GOVERNING COUNCIL
8.1 The management of SPMA shall be vested in a Governing Council comprising of the following who shall all be elected at alternate Annual General Meetings:
1 President
1 Vice President
1 Hon. Secretary
1 Assistant Hon. Secretary
1 Hon. Treasurer
1 Assistant Hon. Treasurer
13 Councillors
8.2 Names for the above positions shall be proposed and seconded at the Annual General Meeting and election shall follow on a simple majority vote of the voting membership present. All officers shall hold their position for a period of 3 years but may be re-elected to the same or related post for a consecutive term, except the Hon. Treasurer and the Asst. Hon. Treasurer, who shall not hold the same or related post for a third consecutive term.
8.3 Notwithstanding the above, the Governing Council shall form Sub-Committees for any approved specific purpose by co-opting members of SPMA.
8.4 Should any vacancies arise in the Governing Council, the Governing Council shall appoint a replacement for the remainder of the term.
ARTICLE IX
9.0 GOVERNING COUNCIL MEETINGS
9.1 Ordinary Governing Council Meetings shall be held at least once in every two (2) months.
9.2 Notice of such Ordinary Governing Council Meetings together with the Minutes of the last meeting, the Agenda and other relevant documents shall be circulated at least seven (7) days before the date fixed for the meeting.
9.3 The President may call meetings of the governing Council at any time by giving three (3) days’ notice.
9.4 The quorum for all Governing Council Meetings shall be half the number of persons serving on the Governing Council.
9.5 Any member of the Governing Council, who is absent from three (3) consecutive meetings without satisfactory reasons shall, upon written notification by the President, cease to be a member of the Governing Council.
ARTICLE X
10.0 DUTIES FOR OFFICE BEARERS
10.1 The President shall act as Chairman at all General and Governing Council Meetings and shall have the casting vote. He shall represent SPMA in its dealings with persons outside SPMA.
10.2 The Vice President shall assist the President and deputise for him or her in the latter’s absence and to succeed him or her in the event of the latter’s position becoming vacant.
10.3 The Hon. Secretary shall be responsible for all correspondence, keeping all records, except financial, of SPMA and also for their accuracy. He or she shall keep the minutes of all General and Governing Council Meetings. He or she shall maintain an up-to-date Roll at all times and shall notify the Registrar of Societies within 2 weeks of any changes in the Governing Council.
10.4 The Asst. Hon. Secretary shall assist the Hon. Secretary and discharge all the duties in the latter’s absence and to succeed him or her in the event of the latter’s position becoming vacant.
10.5 The Hon. Treasurer shall keep all funds, and collect and disburse all monies on behalf of SPMA and shall keep an account of all monetary transactions and shall be responsible for its accuracy. He or she shall not keep more than $200.00 in the form of cash. Money in excess of $200.00 shall be deposited in a bank to be approved by the Governing Council. The Hon. Treasurer shall be responsible for the preparation of documents, financial statements and returns and shall assist the auditors in such matters.
10.6 The Asst. Hon. Treasurer shall assist the Hon. Treasurer and discharge all the duties in the latter’s absence and to succeed him or her in the event of the latter’s position becoming vacant.
10.7 The Councillors shall assist in the general administration of SPMA and perform duties assigned by the Governing Council from time to time.
ARTICLE XI
11.0 POWERS OF GOVERNING COUNCIL
11.1 The Governing Council shall exercise all powers in accordance with the SPMA Constitution.
11.2 The Governing Council shall have the power:
a. To organise the daily activities of and make decision on matters affecting SPMA;
b. To manage the financial affairs of SPMA;
c. To appoint any member of SPMA to hold office vacated until the next Annual General Meeting. Changes in the Governing Council shall be notified to the Registrar of Societies within 2 weeks of the change;
d. To elect or appoint Sub-Committees to assist and to operate in the interest of SPMA, and to co-opt members to serve on these Sub-Committees;
e. To propose amendments to the Constitution;
f. To suspend or expel any member whose conduct has been found to be prejudicial to the general interest of SPMA or who deliberately refuses to observe SPMA’s Constitution, provided that such member has been given an opportunity to present his or her case before the Governing Council. Any member so suspended or expelled may, within thirty (30) days of the Notice of Suspension or Expulsion, refer the case to an Appeals Board to be appointed by the General Meeting of members. The Appeals Board shall comprise of the President, the Hon. Secretary and three (3) other persons from outside the industry. The decision of the Appeals Board shall be final. An expelled member shall be eligible to re-apply for membership after the expiry of a period of two (2) years from the date of expulsion;
g. To engage secretaries, lawyers, advisers, professional persons, clerks, servants, workmen and others and to pay these and other persons salaries, fees, wages, gratuities, allowances or like remuneration in return for services rendered to and on behalf of SPMA; and
h. To act generally on behalf of SPMA in all matters on which the Constitution is silent or otherwise not provided for, but it shall not act contrary to the expressed wishes of the majority of members at a General Meeting.
i. To elect or appoint Advisor(s) with the goals of the Advisor(s) providing guidance, unique industry insight and fostering professional relationships as well as working with institutions & agencies. The Advisor(s) must be nominated by the current Governing Council and have served a minimum of three (3) full terms on the Governing Council whilst holding positions as an office bearer. Following his or her appointment, an Advisor must attend meetings with the Governing Council at least once per quarter. The Governing Council reserves the right to terminate the appointment of Advisor should he or she be deemed unfit to be an Advisor in any way, whether directly or indirectly, in the Governing Council. There shall not be more than three (3) Advisor appointments in each Council with their duties & responsibilities clearly defined. The Advisor need not remain in the pest management industry to qualify as an Advisor.
ARTICLE XII
12.0 GENERAL MEETINGS
12.1 The supreme authority of SPMA is vested in a General Meeting of the members presided over by the President.
12.2 One quarter (1/4) of the total voting membership of SPMA present at a General Meeting shall form a quorum. In the event of there being no quorum, the General Meeting shall be adjourned for half an hour. Should the number then be insufficient to form a quorum, those present shall be considered to form a quorum, but they shall have no power to alter, amend, or make additions to any of the existing rules.
12.3 General Meetings shall be called by the Hon. Secretary and shall be either:
a. The Annual General Meeting (hereinafter referred to as “the AGM”), or
b. The Extraordinary General Meeting (hereinafter referred to as “the EGM”).
12.4 ANNUAL GENERAL MEETING
12.4.1 An AGM shall be held in September. The meeting shall be opened only to members whose names appear in the Roll.
12.4.2 The Hon. Secretary shall send to members fourteen (14) days prior to the date fixed for the AGM, the Notice convening the AGM together with the Agenda, Minutes of the preceding General Meeting, Statement of Accounts and Annual Report for the preceding financial year.
12.4.3 The meeting shall transact the following business:
o Receive the Annual Report of the Governing Council.
o Adopt the Accounts of the preceding financial year.
o Elect the Governing Council for the next three (3) years, when election falls due.
o Review the appointment of the Auditor.
o Transact any other business of which notice in writing had been given to the Hon. Secretary at least seven (7) days before the AGM is due to take place.
12.5 EXTRAORDINARY GENERAL MEETING
12.5.1 The EGM shall be called by the Hon. Secretary, at the request of the Governing Council or at the written request of one-fifth (1/5) of the members.
12.5.2 If the Governing Council does not within two months after the date of receipt of the written request proceed to convene an EGM, the members who requested for the EGM shall convene the EGM by giving ten (10) days’ notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on SPMA’s notice board.
12.5.3 The Hon. Secretary shall send the Notice of the EGM to members not less than seven (7) days before the date fixed for such a meeting, stating the business of the meeting.
12.5.4 No business shall be dealt with by the EGM other than that for which it was specifically convened.
12.5.5 Should the President or Vice President be absent at the EGM, one of the voting members present shall be elected to preside at that meeting only.
ARTICLE XIII
13.0 FINANCIAL YEAR
13.1 The financial year shall be from 1st July to 30th June of the following year.
ARTICLE XIV
14.0 AUDIT
14.1 A firm of Certified Public Accountants shall be appointed as Auditors at each AGM for a term of one (1) year and shall be eligible for reappointment.
14.2 It will be required to audit each year’s accounts and present a report upon them to the AGM. It may be required by the President to audit SPMA’s accounts for any period within their tenure of office at any date and make a report to the governing Council.
ARTICLE XV
15.0 AMENDMENTS TO THE CONSTITUTION
15.1 Amendments to the Constitution shall be made only at a General Meeting.
15.2 Any member who wishes to propose any amendments(s) to the Constitution shall give two (2) weeks’ written notice to the Hon. Secretary. The Hon. Secretary shall circulate the proposed amendments(s) to the members at least seven (7) days before the General Meeting is due to take place.
15.3 Amendments to the Constitution shall be carried by a two-third (2/3) majority vote of the total voting membership present. They shall only come into force after approval of the Registrar of Societies has been obtained.
ARTICLE XVI
16.0 TRUSTEES
16.1 If SPMA at any time acquires any immovable property, such property shall be vested in three (3) trustees appointed by the General Meeting, subject to a declaration of trust.
16.2 Any trustee may at any time resign his trusteeship. If a trustee dies or becomes a lunatic or is of unsound mind or moves abroad permanently or is absent from the Republic of Singapore for a period of more than one year, he or she shall be deemed to have resigned his or her trusteeship.
16.3 If a trustee becomes unfit to act or is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee, a General Meeting may remove him or her from his or her trusteeship. Vacancies in the trusteeship may be filled at a General Meeting.
16.4 Notice of any proposal to remove a trustee from his or her trusteeship or to appoint a new trustee to fill a vacancy must be given to the Hon. Secretary of SPMA in writing containing such proposal, at least twenty-one (21) days before the meeting is due to take place. The result of such meeting shall then be notified to the Registrar of Societies.
16.5 The Hon. Secretary shall also notify the Registrar of Societies the address of immovable properties, name of trustee and any subsequent changes.
ARTICLE XVII
17.0 INDEMNITY
17.1 Every member of the Governing Council of SPMA shall be entitled to be indemnified out of the assets of SPMA against all losses and liabilities which he or she may sustain or incur in the execution of the duties of his or her office and no member of the Governing Council shall be personally liable for any loss, damage or misfortune which may befall him in the execution of his duties for or on behalf of SPMA.
17.2 All benefits whatsoever and howsoever accruing to any member of the Governing Council as a consequence of article 17.1 shall be due payable to SPMA.
ARTICLE XVIII
18.0 INTERPRETATION
18.1 In the event of any question or matter arising out of any point that is not provided for in the Constitution, the Governing Council shall have the power to use its own discretion.
ARTICLE XIX
19.0 PROHIBITIONS
19.1 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 SPMA’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited. Any other immoral activity is also prohibited on SPMA’s premises.
19.2 The funds of SPMA shall not be used to pay the fines of members who have been convicted in Court.
19.3 SPMA shall not engaged in Trade Union activity as defined in any written law relating to trade unions for the time being in force in the Republic of Singapore.
19.4 SPMA shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, or make any arrangement with its members which has the purpose 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 to be supplied by them.
19.5 SPMA shall not hold any lottery, whether confined to its members or not, in the name of SPMA or its office-bearers, Governing Council or members.
19.6 SPMA shall not indulge in any political activities or allow its funds and/or premises to be used for political purposes.
19.7 SPMA shall not raise funds from the public for whatever purpose without the prior approval in writing from the Head, Licensing Division, Singapore Police Force and other relevant authorities.
ARTICLE XX
20.0 DISSOLUTION
20.1 SPMA shall not be dissolved except with the consent of not less than two-thirds (2/3) of total SPMA voting members for the time being resident in the Republic of Singapore, expressed either in person or by proxy at a General Meeting convened for the purpose of dissolution (hereinafter referred to as “the Dissolution Meeting”).
20.2 In the event of SPMA being dissolved, all debts and liabilities legally incurred on behalf of SPMA shall be fully discharged and any remaining funds shall be distributed as decided by the Dissolution Meeting or donated to charitable institutions.
20.3 Notice of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.