1.1 This association shall be known as the “Outdoor Learning and Adventure Education OLAE”, hereinafter referred to as “OLAE”.
2. PLACE OF BUSINESS
2.1 Its place of business shall be at 10 Anson Road, #10-11 International Plaza, Singapore 079903 or such other address as may subsequently be decided upon by the Committee and approved by the Registry of Societies. The OLAE shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
3.1 The OLAE's Objectives are:
3.1.1 To represent both the individual OLAE practitioner as well as the OLAE service providers who design and provide outdoor learning and adventure education programs.
To provide leadership, representation and advocacy for the development of the outdoor learning and adventure education industry in Singapore.
3.1.2 Strategic Communication
To act as a representative body for OLAE members and work with Outdoor Learning and Adventure Education related organisations, relevant government bodies and international organisations on matters pertaining to the industry.
3.1.3 Membership Services
To provide professional services and benefits to OLAE members in order to support them in their professional development; as well as enabling them to have the accreditation and recognition to promote employment and engagement of their services.
3.1.4 Education & Outreach
To conduct joint promotional and public awareness programs to enhance our members’ standing in the education sector. We also acquaint the public with the industry and the services our members are able to provide.
To promote responsible, equitable and sustainable use of natural outdoor environments.
To contribute to the body of knowledge in the realm of outdoor learning and adventure education.
3.1.5 Standards & Accreditation
To establish and maintain industry standards and guiding principles.
To constantly work at elevating the OLAE profession by refining the values and priorities for OLAE members.
To provide direction for members, influence legislation and implement a framework to objectively maintain OLAE excellence.
To facilitate the professionalism and provide benchmark for capabilities of the OLAE industry for sustainable growth as a profession.
3.1.6 Sustainable Business Environment and Career Developmen
To provide a sustainable business environment by enhancing productivity, driving growth and capitalising on new technologies for members.
To develop viable career pathways for individual practitioner members and continue to attract and retain talent in the OLAE industry.
3.2 In furtherance of the above objects, the OLAE may have power to do all such things as are necessary, incidental or conducive to the attainment of the objectives of the OLAE.
3.3 Rules of the OLAE may be determined by the EXCO for the proper advancement, management and administration of the OLAE. Such rules must be consistent with this Constitution and any policies implemented by the EXCO.
4. MEMBERSHIP QUALIFICATION AND RIGHTS
4.1 Membership of the OLAE shall comprise the following:
4.1.1 PROFESSIONAL MEMBERS
Defined as Organisational Members which have undergone the OLAE accreditation process. Such members have voting rights at AGMs/EGMs e.g. to approve changes to the Constitution, to elect office-bearers etc.
It is possible for two companies from the same group of companies to be Professional Members, as long as the joining criteria are met.
4.1.2 ORGANISATIONAL MEMBERS
Defined as any Singapore-registered company involved in providing Outdoor Learning and Adventure Education programmes or services. Such members have voting rights at AGMs/EGMs e.g. to approve changes to the Constitution, to elect office-bearers etc. It is possible for two companies from the same group of companies to be Organisational Members, as long as the joining criteria are met.
4.1.3 EDUCATIONAL/GOVERNMENT/PUBLIC INSTITUTION MEMBERS
Defined as representing a Singapore-recognised educational institution. Such members have voting rights at AGMs/EGMs e.g. to approve changes to the Constitution, to elect office-bearers etc.
4.1.4 PRACTITIONER MEMBERS
Defined as follows:
Minimum age 18
- Have written endorsement from any OLAE Organisational Member.
- Have current First Aid certification
- Have professional liability insurance
Such members’ voting rights at AGMs/EGMs are limited only to elect a Practitioner Member to the EXCO and to approve changes to the Constitution, to elect office-bearers etc.
4.1.5 ASSOCIATE MEMBERS
Defined as follows:
- Minimum age 16
- Has an interest in outdoor pursuits, learning and adventure education or student of a Tertiary level. Membership subject to Approval by EXCO.
4.2 VOTING RIGHTS
4.2.1 Voting Right At AGM/EGM is defined by the member's right to vote for changes in constitution.
Members of Professional, Organisational, Educational and Practitioners also has the voting right to elect respective category of members into the Exco. Member needs be at least 21 years of age at the time of the vote. Voters representing the above categories must be of minimum age of 21 years old.
4.3 Members are required to adhere to and hold in high esteem the OLAE’s Code of Conduct/Ethics, Constitution and any other articles of OLAE.
4.4 Members must observe professional respect and courtesy towards other members.
4.5 At the discretion of the EXCO, Members may be expelled if found in contravention of any of the articles of the OLAE. Members thus expelled will have no recourse to claim for any losses from the OLAE, other members or the EXCO.
5. APPLICATION OF MEMBERSHIP
5.1 A person or organisation wishing to join the OLAE should submit the relevant particulars to the Membership Committee on a prescribed form.
5.2 The EXCO shall decide on the application for membership.
6. ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES
6.1 ORGANISATIONAL MEMBERS
The membership fee is $500 per annum.
6.2 EDUCATIONAL/GOVERNMENT/PUBLIC INSTITUTION MEMBERS
The membership fee is $500 per annum.
6.3 PROFESSIONAL MEMBERS
The membership fee is capped at 3,000 per annum.
6.4 PRACTITIONER MEMBERS
The membership fee is capped at $200 per annum.
6.5 ASSOCIATE MEMBERS
The membership fee is $50 per annum.
6.6 The Executive committee shall have the right to adjust all the membership fee categories accordingly or waive any registration fee for new memberships.
6.7 The relevant membership fee is payable within two weeks of approval of membership, in default of which membership may be cancelled by order of the EXCO.
6.8 Annual subscriptions are payable in advance within the first month of the year. If a member falls into arrears with his subscription or other dues, the Treasurer shall inform him immediately. If he fails to settle his arrears within eight (8) weeks of their becoming due, the President may order that the member be denied the privileges of membership until he settles his account. If he fails to settle his arrears for more than three (3) months, he will automatically cease to be a member and the EXCO may take legal action against him provided that they are satisfied that he has received due notice of his debts.
6.9 Any additional fund required for special purposes may only be raised from members with the consent of the general meeting of the members.
6.10 The income and property of the OLAE whensoever derived shall be applied towards the promotion of the objects of the OLAE as set forth 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 OLAE or to any of them or to any person claiming through any of them.
7. SUPREME AUTHORITY AND GENERAL MEETINGS
7.1 The supreme authority of the OLAE is vested in a General Meeting (Annual or Extraordinary) of the members.
7.2 An AGM (AGM) shall be held within three (3) months from the close of its financial year.
7.3 At other times, an Extraordinary General Meeting (EGM) must be called by the President on the request in writing of not less than 30% of the voting membership and supported by 70% of the Executive Committee (EXCO), and may be called at anytime. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The EGM shall be convened within two (2) months from receiving this request to convene the EGM.
7.4 If the EXCO does not within two (2) months after the date of the receipt of the written request proceed to convene an EGM, the members who requested the EGM shall convene the EGM by giving ten (10) days' notice to voting members setting forth the business to be transacted and simultaneously publicising posting the agenda to the OLAE members.
7.5 At least two (2) weeks' notice shall be given of an AGM and at least ten (10) days' notice of an EGM. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The particulars of the agenda shall be sent to members at least four (4) days in advance of the meeting.
7.6 Unless otherwise stated in this Constitution, voting by proxy shall be allowed at all AGMs/EGMs.
7.7 The following points will be considered at the AGM:
7.7.1 The previous financial year's accounts and annual report of the Committee.
7.7.2 Where applicable, the election of office-bearers and Honorary Auditors for the following term.
7.7.3 Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Secretary seven (7) days before the meeting is due to be held.
7.8 At least 30% of the voting membership plus two-thirds of the EXCO must be present at an AGM/EGM to form a quorum.
7.9 In the event of there being no quorum at the commencement of an AGM/EGM, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum and may deliberate and decide on the Agenda items, but they shall have no power to amend any part of the existing Constitution.
8. MANAGEMENT AND COMMITTEE
8.1 The administration of the OLAE shall be entrusted to an EXCO consisting of the following to be elected at each AGM:
8.1.1 The EXCO shall comprise the following:
- 3 x Professional Members
- 2 x Organisational Member
- 1 x Educational/Governmental/Public Institution Member
- 1 x Practitioner Member
For all categories of membership, there shall not be more than one EXCO member belonging to the same company (or group of companies) or institution.
8.1.2 The EXCO members shall elect the following office-bearers:
1. A President
2. A Vice-President
3. A Secretary
4. A Treasurer
5. 3 x Committee members
6. Up to 3 co-opted members (refers to 8.1.4)
8.1.3 The EXCO members may form sub-committees to meet the needs of the association. Such committees shall be headed by elected office bearers. Members of these sub-committee need not be made up of OLAE members. Such committees shall have their own terms of reference and duration of service.
8.1.4 The EXCO members may elect up to 3 co-opted members in the exco. These co-opted member may be an individual practitioner, educational member and / or management representative of the organisation members.
The Co-opted may not need to serve the entire term. Exco may replace a co-opted member during the 2-year term.
Co-opted member shall not hold key appointment as President, Vice-President, Treasurer and Secretary.
There shall not be more than one EXCO and co-opted member belonging to the same company (or group of companies) or institution.
8.1.5 Co-opted members can be proposed as EXCO Member during AGM as fresh terms (i.e. the term they served as Co-opted members will not be considered as their term for EXCO).
8.1.6 Up to 2 Immediate past EXCO members can be proposed as Co-opted members by the new elected EXCO to serve, should the need arises.
8.2 Names for the EXCO shall be proposed and seconded at the AGM and election will follow on a simple majority vote of the members. All office-bearers except the Treasurer may be re-elected to the same or related post for a consecutive term of office, up to a maximum of two terms. unless there is insufficient proposed names for election. The term of office is two years.
8.2.1 In the event where there is not enough proposed members to form the EXCO composition, immediate-past office bearers can be proposed and seconded at AGM to fill up the vacant position. In the event where the number of proposed immediate-office bearers exceed the number vacancy available, a special election will be called for to decide who is to filled up the position.
8.2.2 For professional membership representation in the EXCO composition, immediate past office bearers may stand for EXCO position for up to 1 more term.
8.2.3 In the event where there is insufficient representation for professional members, new elected EXCO members may consider co-opting other organisational member.
8.3 Election will be either by show of hands or, subject to the agreement of the majority of the voting members present, by a secret ballot. In the event of a tie, the Chairman of the meeting shall have a casting vote.
8.4 An EXCO meeting shall be held at least once every three (3) months after giving seven (7) days' notice to EXCO members. The President may call an EXCO meeting at any time by giving five (5) days' notice. A two-thirds majority of the EXCO members must be present for its proceedings to be valid.
8.5 Any EXCO member absenting himself from three (3) meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from the EXCO and a successor may be co-opted by the EXCO to serve until the next AGM. Any changes in the EXCO shall be notified to the Registrar of Societies within two (2) weeks of the change.
8.6 The duty of the EXCO is to organise and supervise the daily activities of the OLAE. The EXCO may not act contrary to the expressed wishes of the AGM/EGM without prior reference to it and shall always remain subordinate to the AGMs/EGMs.
8.7 The EXCO has power to authorise the expenditure of a sum not exceeding $1,000 per month from the OLAE's funds for the OLAE's purposes.
8.8 During AGM election, the following vote counting policy shall be:
8.8.1 Appoint 1 Counting Manager and 2 Counting Agents from the members who are not standing for election.
8.8.2 Appoint 1 outgoing Exco Member who is not standing for re-election as observer, and in the event where this member is not available, the secretary shall appoint an organisation member in attendance. This organisation member shall not be one standing and/or where his company management representative is standing for election or re-election.
9. DUTIES OF OFFICE BEARERS
9.1 The President shall chair all General and EXCO meetings. He shall also represent the OLAE in its dealings with outside persons.
9.2 The Vice-President shall assist the President and deputise for him in his absence.
9.3 The Secretary shall keep all records, except financial, of the OLAE and shall be responsible for their correctness. He will keep minutes of all AGMs/EGMs and EXCO meetings. He shall maintain an up-to-date Register of Members at all times.
9.4 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the OLAE and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorised to expend up to $200 per month for petty expenses on behalf of the OLAE. He will not keep more than $100 in the form of cash and money in excess of this will be deposited in a bank to be named by the EXCO. Cheques, etc. for withdrawals from the bank will be signed by the Treasurer and either the President or the Secretary.
10. AUDIT AND FINANCIAL YEAR
10.1 Two (2) voting members, not being members of the EXCO, shall be elected as Honorary Auditors at eachAGM and will hold office for a term of one year only and shall not be re-elected for a consecutive term. A firm of Certified Public Accountants shall audit the accounts of the OLAE if the gross income or expenditure of the OLAE exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.
10.2.1 Will be required to audit each year's accounts and present a report upon them to the AGM.
10.2.2 May be required by the President to audit the OLAE's accounts for any period within their tenure of office at any date and make a report to the EXCO.
10.3 The financial year shall be from (to be assigned by the Registry of Societies).
11.1 If the OLAE 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 OLAE shall:
11.2.1 Not be more than four (4) and not less than two (2) in number.
11.2.2 Be elected by a AGM/EGM of members.
11.2.3 Not effect any sale or mortgage of property without the prior approval of the AGM/EGM of members.
11.3 The office of the trustee shall be vacated:
11.3.1 If the trustee dies or becomes a lunatic or of unsound mind.
11.3.2 If he is absent from the Republic of Singapore for a period of more than one (1) year.
11.3.3 If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee.
11.3.4 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 OLAE's premises at least two (2) weeks before the AGM/EGM at which the proposal is to be discussed. The result of such AGM/EGM shall then be notified to the Registry 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.
12.1 The funds of the OLAE shall not be used to pay the fines of members who have been convicted in court of law.
12.2 The OLAE 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.
12.3 The OLAE shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
12.4 The OLAE shall not hold any lottery, whether confined to its members or not, in the name of the OLAE or its office-bearers, EXCO or members unless with the prior approval of the relevant authorities.
12.5 The OLAE 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
13.1 The OLAE 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 an AGM/EGM and with the consent of two-thirds of the voting members present at the AGM/EGM.
14.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the EXCO shall have power to use their own discretion. The decision of the EXCO shall be final unless it is reversed at an AGM/EGM of members.
15.1 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an EGM 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.
16.1 The OLAE shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the OLAE for the time being resident in Singapore expressed, either in person or by proxy, at an AGM/EGM convened for the purpose.
16.2 In the event of the OLAE being dissolved as provided above, all debts and liabilities legally incurred on behalf of the OLAE shall be fully discharged, and the remaining funds will be disposed of in such manner as the AGM/EGM 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 Registry of Societies.