1) NAME

The name of the association shall be “Franchising and Licensing Association, (Singapore)”, hereinafter referred to as “FLA”.

2) PLACE OF BUSINESS

The place of business of FLA shall be at “9 Jurong Town Hall Road, #03-16, Jurong Town Hall, Singapore 609431” or such other address as may subsequently be decided upon by the Executive Committee and approved by the Registrar of Societies.

3) OBJECTIVES

The objectives of FLA are:

(1) to upgrade professionalism as well as to self-regulate members in order to enhance and protect the image of franchising, branding and licensing;

(2) to assist members improve their skills and techniques in franchising, branding and licensing;

(3) to enhance the general awareness and understanding by the public of franchising, branding and licensing;

(4) to provide a forum for members to exchange ideas and explore areas for co-operation;

(5) liaison with government departments and other relevant authorities and bodies on matters concerning franchising, branding and licensing;

(6) to establish and maintain affiliations and/or co-operation with relevant organisations globally;

(7) to educate members in protecting, developing and marketing their intellectual property and technology.

4) POWERS

FLA shall engage in any lawful activity which allows it to achieve its objectives including but not limited to the holding of meetings for members and participation and organising and sponsorship of any other activity for the purpose of achieving its objectives.

5) MEMBERSHIP

There shall be four (4) categories of membership:

(1) Ordinary Members

(i) Any company incorporated, or business firm registered in Singapore engaged in:

(a) franchising as a franchisor;

(b) franchising as a master franchisee which has appointed subfranchisees;

(c) licensing (including brand licensing) as a licensor; or

(d) licensing (including brand licensing) as a head licensee which has appointed sub-licensees is eligible to be an Ordinary Member;

provided that it continues to satisfy the following requirements:

(i) have a satisfactory financial conditions subject to such criteria as may be established from time to time by the Executive Committee;

(ii) have franchising and/or licensing relationships and conduct business in a manner that reflects favourably on franchising and licensing;

(iii) complies with the necessary Singapore laws applicable to its business in Singapore.

(ii) Ordinary Members shall have the following rights:

(a) to publicly identify themselves as members of FLA and to use the trade marks of FLA on their stationery and in advertising and promotional materials;

(b) to all membership services of FLA;

(c) to vote for the Committee Members of the Executive Committee and on all issues and matters submitted for a vote by members of FLA;

(d) to hold office in FLA.

(iii) Ordinary Members shall be sub-divided into the following subcategories:

(a) Franchising Ordinary Members which are those Ordinary Members engaged in franchising as a franchisor or as a master franchisee; and

(b) Licensing Ordinary Members which are those Ordinary Members engaged in licensing (including brand licensing) as a licensor or a head licensee entitled to sub-license.

(2) Associate Members

(i) The following categories of companies, or business firms are eligible for Associate membership:

(a) representatives of international franchisors and licensors;

(b) master franchisees who have not appointed any sub-franchisee;

(c) head licensees who have not appointed any sub-licensees;

(d) prospective franchisors and licensors;

(e) providers of services to the franchising and licensing industry; and

(f) franchisees and licensees.

(ii) Associate Members shall have the following rights:

(a) to publicly identify themselves as members of FLA and to use the trade marks of FLA on their stationery and in advertising and promotional materials;

(b) to all membership services of FLA.

(iii) Associate Members do not have the right to:

(a) vote on any issue submitted for a vote;

(b) hold office in FLA.

(3) Honorary Members

Upon a unanimous decision, the Executive Committee may confer Honorary Membership upon individuals, firms, companies or other entities, which in the opinion of the Executive Committee have rendered special service to FLA or which possess particular knowledge, experience, ability or stature, which can be of benefit to

FLA. Honorary Members shall not have to pay annual subscription.

(4) Individual Members

(i) Any person (Singaporean and/or foreigner) who is interested in the franchising and licensing industry and satisfies requirements and conditions subject to criteria as may be established from time to time by the Executive Committee are eligible for Individual Membership.

(ii) Individual Members shall have the following rights:

(a) to publicly identify themselves as members of FLA;

(b) to selected membership services as may be decided by the Executive Committee from time to time

(iii) Individual Members do not have the right to:

(a) vote on any issue submitted for a vote;

(b) hold office in FLA

(5) Application for Membership

(i) A company, business firm or individual wishing to join FLA should submit the necessary particulars to the Honorary Secretary on a prescribed form.

(ii) The Executive Committee will decide on the application for membership, and have sole discretion in accepting or rejecting an application for membership.

(iii) A copy of the Constitution of FLA shall be furnished to every approved member upon payment of the first annual subscription.

(6) Appointed Representative

A member which is a company or business firm (and not an individual) shall appoint a representative in its dealings with FLA. For the avoidance of doubt, the membership vest in the member and not the representative, and all membership services are for the benefit of the member.

6) ANNUAL SUBSCRIPTIONS AND OTHER DUES

Ordinary and Associate Members shall pay an annual subscription to FLA, the amount of which shall be determined by the General Meeting of members from time to time. The Executive Committee may in its absolute discretion declare a discount. Any discounts declared shall apply equally to all members within the class for which the discount has been declared.

(2) All annual subscriptions except that for the year in which a member first joins FLA shall be payable on or before the 1st day of January in each year.

(3) The amount of annual subscription payable by a member in the year in which a member first joins will be pro-rated on a quarterly basis.

(4) Any additional funds required for special purposes may only be raised from members with the consent of the general meeting of members.

(5) Membership will be automatically renewed every year after the second year of membership unless the association is notified in writing prior to the end of the relevant year. Members will have to pay the annual subscription where membership is automatically renewed. If the arrears are not fully paid up within sixty (60) days from the time the same becomes due, the Executive Committee shall review the circumstances and may in its absolute discretion:

(i) undertake to persuade the member to pay its dues in installments

or

(ii) terminate the membership of such member

The income and property of the FLA whensoever derived shall be applied towards the promotion of the objects of the FLA 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 FLA or to any of them or to any person claiming through any of them.

7) RESIGNATION AND EXPULSION

(1) Any Ordinary member who ceases to reside or have its registered office in Singapore shall cease to be a member.

(2) If any member shall be convicted of any criminal offence with a fine in excess of S$5,000.00 and/or custodial sentence in excess of three  (3) months, or adjudged a bankrupt, or make a composition or arrangement with his creditors, he may be expelled.

(3) Any member in breach of the rules and regulations of FLA, or who has performed any act which is contrary to the objectives of FLA, or any act which damages or is apt to damage the honour of FLA, in lieu of expulsion from FLA, may face such disciplinary action as the Executive Committee deems fit to impose. The member may appeal to the General Meeting of members.

(4) The rights and privileges of a member shall not be transferable and shall cease upon that member ceasing from any cause to be a member under the provision of these rules.

(5) A member, upon ceasing to be a member of FLA by expulsion or resignation, shall not be entitled to make any claim upon FLA and its property and funds.

(6) The provision of Rule 9 shall apply in the case of an expulsion or disciplinary action taken under this Rule.

(7) A member expelled under Rule 9 may within one month of the notification of his expulsion, appeal to the General Meeting of members against the decision of the Executive Committee. The decision of the General Meeting shall be final.

8) EXECUTIVE COMMITTEE

(1) The management of the affairs of FLA shall be vested in an Executive Committee (hereinafter referred to as the “Committee”) which shall consist of a President, First Vice-President, Second Vice-President, Third Vice-President, Honorary Secretary, Assistant Honorary Secretary, Honorary Treasurer, up to seven (7) Ordinary Committee Members and the immediately preceding President of the Committee (hereinafter referred to as the “Immediate Past President”). With the exclusion of the Immediate Past President, up to seven (7) Committee Members shall be Franchising Ordinary Members and up to seven (7) Committee Members shall be Licensing Ordinary Members, provided that if fewer than seven members of either category of Ordinary Members shall be nominated for election, the Committee may then comprise of a larger number of members from the other category of Ordinary Members such that the total number of Committee Members Page 6 of 13 (excluding the Immediate Past President) shall be no more than fourteen (14). The Committee may co-opt any Ordinary Member to fill any vacancy arising in the Committee. Any changes in the Executive Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.

(2) The Committee (except for the Immediate Past President who shall be appointed for one term only by virtue of his office and need not be elected) shall be elected by the ordinary members at alternate Annual General Meeting. All office-bearers may be re-elected to the same post for a consecutive term of office. The term of office of the Committee is two years. The President shall not hold the position of President for more than two consecutive terms, and the Honorary Treasurer shall not hold the position of Honorary Treasurer for more than one term.

(3) Any two ordinary members may nominate any ordinary member for election to the Committee at the Annual General Meeting by submitting the nomination form to the Honorary Secretary at least ten (10) days before the annual general meeting. Every ordinary member shall be entitled to vote for as many candidates as there are vacancies to be filled and no more. Subject to the limits set out in Rule 8(1), the candidate or candidates who shall receive the most votes shall be declared elected provided he has received at least thirty percent (30%) of the votes of the number of ordinary members voting at the meeting (by proxy or in person), and in the case of two or more candidates receiving an equal number of votes, the chairman of the meeting shall have a second or casting vote. If the margin between the votes cast for the elected committee member with the lowest number of votes at the election and the person having the next highest vote is ten percent (10%) or less of the total number of votes cast in the election, any ordinary member (including the nominees for the election) shall be entitled to demand for a recount of the votes. If a majority of the members present at the meeting demand for a recount, the recount shall be carried out notwithstanding that the margin is less than ten percent (10%).

(4) The Committee shall elect the office bearers from amongst themselves. A committee meeting shall be held at least four (4) times annually after ten (10) calendar days' notice to committee members. The President may call a committee meeting at any time by giving five (5) calendar days' notice. At least four (4) committee members must be present for its proceedings to be valid. All questions arising before the committee shall be determined by a majority of votes and in the case of an equality of votes, the President shall have a second or casting vote. Any resolution or decision in writing signed by all members of the committee shall be as valid and effectual as if it had been made and reached at a meeting of the committee where all its members are present.

(5) If a Committee Member:

(i) resigns from the employment of the Ordinary Member which herepresents; or

(ii) absents himself from two Committee meetings consecutively without satisfactory explanation; he shall be deemed to have withdrawn from the Committee and a successor may be co-opted by the Committee to serve until the next Annual General Meeting. Any change in the Committee shall be notified to the Registrar of Societies within two weeks of the change.

(6) The duty of the Committee is to organise and supervise the daily activities of the Association. The Committee may not act contrary to the express wishes of the general meeting without prior reference to it and always remains subordinate to the general meeting.

(7) The Committee may appoint any member having special qualification to assist the Committee on any question before it, provided that such member shall not be entitled to vote on any question before the Committee.

(8)  The Committee may from time to time appoint from among the members, such sub-committees as it may deem necessary to expedient and may depute or refer to them such of the powers and duties of the Committee as the Committee may determine. Such subcommittees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.

(9)  The Committee may make by-laws for the FLA which shall not be inconsistent with this Constitution with the exception of the Code of Ethics for regulating the practice, conduct and discipline of the members which shall be subject to the approval of a General Meeting of members.

9) DISCIPLINARY ACTION

(1) An Inquiry Committee shall be appointed by the Committee at the beginning of each term. The Inquiry Committee shall consist of the President and two (2) Committee Members. The quorum for a meeting of the Inquiry Committee shall be two. The Committee may co-opt any Committee Member to fill any casual vacancy arising on the Inquiry Committee.

(2) The inquiry committee shall proceed with investigation and shall issue a notice in writing addressed to the member concerned by post, email or facsimile following the member’s contact information appearing in the register of members upon the happening of the following:

(i) if the Inquiry Committee shall acquire information or is of the opinion that the member is in breach of any of the rules or regulations of FLA;

(ii) if the Inquiry Committee shall acquire any information or is of the opinion that the member has performed any act which is contrary to the objectives of FLA;

(iii) if the Inquiry Committee shall acquire any information or is of the opinion that the member has performed any act which damages or is apt to damage the honour of FLA; or

(iv) if the Inquiry Committee shall acquire any information or is of the opinion that the member has conducted himself in a way which is inconsistent with the standards set by FLA for its members.

(3) In its notice to the errant member, the Inquiry Committee shall invite the errant member to make representations in writing addressed to the Inquiry Committee. Such representations shall be made and received by the Inquiry Committee within one (1) month from the notice, failing which the Inquiry Committee may proceed with its investigations and may disregard any late representations received, if any.

(4) The errant member shall be given the opportunity of being heard, if he so desires, at the investigations conducted by the Inquiry Committee. The errant member shall also have the right to be represented by counsel at such investigations.

(5) The Inquiry Committee shall upon a unanimous decision have the powers to suspend the membership of the errant member temporarily until such time as the investigations are completed or such further times as it deems fit. Any other questions arising before the Inquiry Committee shall be determined by a majority of votes of the Inquiry Committee. Any resolution or decision in writing signed by all the members of the Inquiry Committee shall be valid and effectual as if it had been made and reached at a meeting of the Inquiry Committee where all its members are present.

(6) The Inquiry Committee shall conduct the investigations and present to the Committee its findings and recommendations regarding disciplinary measures to be taken against the errant member within three (3) months of date of the notice of investigation or such further time as the Committee shall in its absolute discretion allow.

(7) For the purpose of carrying out investigations, the Inquiry Committee may require the errant member to attend before the Inquiry Committee and to give all information in relation to any books, documents or papers which may be reasonably required by the Inquiry Committee for the purpose of its investigation.

(8) The Committee shall consider the findings and recommendations of the Inquiry Committee. The errant member shall be given the opportunity of being heard, if he so desires, before the Committee decides on the action to be taken against the member. The errant member shall also have the right to be represented by counsel at all proceedings before the Committee.

(9) The Committee may affirm, rescind or modify the findings and/or recommendations of the Inquiry Committee and may take such disciplinary action as it deems fit against the errant member, including but not limited to the following:

(i) suspending the membership of the errant member;

(ii) expelling the errant member;

(iii) issuing of a warning notice; or

(iv) imposing a monetary penalty.

(10) The Committee may, in its absolute discretion, utilise all or part of the monetary penalty paid by the errant member to pay any aggrieved party by the action of the errant member.

(11) The Committee may order the errant member to pay the costs of the proceedings before itself and the Inquiry Committee.

(12) The Committee may publicise by way of advertisements or otherwise at the expense of the errant member, its findings and the disciplinary action taken against the errant member.

10) SUPREME AUTHORITY AND GENERAL MEETINGS

(1) The supreme authority of FLA shall be vested in a general meeting of the members.

(2) An annual general meeting of the association shall be held in March each year. Twenty-one (21) days’ notice thereof shall be given by the Honorary Secretary to each member by post, email or facsimile following the member’s contact information appearing in the register of members, setting forth the date, venue and agenda of the meeting. The particulars of the agenda shall be posted on the FLA's website twenty-one (21) days in advance of the meeting.

(3) An extraordinary general meeting shall be held at such time as the committee deems necessary. At least seven (7) days' notice shall be given by the Honorary Secretary together with the agenda, to each member by post, email or facsimile following the member’s contact information appearing in the register of members and simultaneously posting the agenda on the FLA's website. Any twenty-five percent (25%) or more voting members may, by notice in writing addressed to the Honorary Secretary, require the Honorary Secretary to call an extraordinary general meeting of FLA. On receipt of such notice the Honorary Secretary shall, within seven (7) days, issue notice of the meeting in accordance with Rule 10(3), setting forth the business that is to be transacted.

(4) At all general meetings, the quorum shall consist of not less than 30% of the total voting membership or 30 voting members of the Association, whichever is the lesser, present at the meeting. In the absence of a quorum at a general meeting, the meeting may 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, but they shall have no power to amend any of the existing rules.

(5) At the Annual General Meeting, the following shall be considered:

(i) The previous financial year's accounts and annual report of the Committee;

(ii) The election of office-bearers and Honorary Auditors for the following term.

(6) Any member who wishes to place an item on the agenda of a general meeting may do so provided he gives notice to the Honorary Secretary one (1) week before the meeting is due to be held.

(7) The President shall be entitled to take the Chair at all meetings of FLA and of the Committee. If the President is not present or is not willing to take the Chair, the Vice-President shall take the Chair. If the Vice-President is not present or is not willing to take the Chair, then the voting members present shall elect one of the Committee Members to take the Chair.

(8) Proper minutes shall be kept at every meeting of FLA. The Honorary Secretary of FLA shall keep proper minutes of each meeting which shall be entered in a book provided for that purpose. The minutes shall be approved by FLA at its next meeting.

(9) Voting:

(i) At all meetings of FLA and of the Committee each Ordinary Member of FLA or each member of the Committee, as the case may be, shall have one vote.

(ii) Where an Ordinary Member is a corporation or a business firm, its vote may be given by its authorised representative provided always that a corporation or business firm shall have one vote as in the case of any other Ordinary Member.

(iii) Votes may be given either personally or by proxy. Proxies (who shall be voting members of FLA) shall be appointed in writing signed by the appointer and appointee. The appointment of a proxy shall be notified to the Honorary Secretary not less than forty-eight (48) hours before the meeting.

(iv) All resolutions of FLA except as otherwise provided shall be adopted upon a vote of the majority of the Ordinary Members present. Voting shall take place by secret ballot if a ballot is called for by not less than three (3) Ordinary Members.

(v) Unless otherwise provided for in this Constitution, questions at any meeting of FLA shall be decided by a majority of votes, and, in the case of equality of votes, the chairman of the meeting shall have a second or casting vote.

11) DUTIES OF OFFICE-BEARERS

(1) President:

The President shall act as chairman at all general and Committee meetings and shall represent FLA in its dealings with outside persons.

(2) First Vice-President:

The First Vice-President shall assist the President and shall stand in for him in his absence.

(3) Second Vice-President

The Second Vice-President shall assist the President and shall stand in for the President in the absence of the President and the First Vice-President.

(4) Third Vice-President:

The Third Vice-President shall assist the President and shall stand in for the President in the absence of the President, First Vice-President and Second Vice-President.

(5) Honorary Secretary:

The Honorary Secretary shall keep all records, except financial, of FLA 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.

(6) Assistant Honorary Secretary:

The Assistant Honorary Secretary shall assist the Honorary Secretary and shall stand in for him in his absence.

(7) Honorary Treasurer:

The The Honorary Treasurer shall keep all funds and collect and disburse all moneys on behalf of FLA and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorised to expend up to $500.00 per month for petty expenses on behalf of FLA. He will not keep more than $500.00 in the form of cash and money in excess of this will be deposited in a bank to be named by the Committee. All cheques issued by FLA shall be signed by two signatories, with a compulsory signatory being either the President or the Honorary Treasurer; and the other signatory being one of the other office bearers (such office bearers being the President, First Vice-President, Second Vice-President, Third Vice-President, Honorary Treasurer or Honorary Secretary), provided always that the two signatories shall be different individuals.

(8) Ordinary Committee Members:

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

12) AUDIT AND FINANCIAL YEAR

(1) Two (2) voting members, not being members of the Committee, shall be elected as Honorary Auditors at each Annual General Meeting and will hold office for a term of one year only and shall not be re-elected for a consecutive term. They:

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

(ii) May be required by the President to audit FLA's accounts for any period within their tenure of office at any date and make a report

(2) Alternatively, a firm of public accountants may be appointed by the Annual General Meeting to audit the accounts of FLA. The firm of public accounts may be re-appointed year after year.

(3) The financial year shall be from 1st January to 31st December.

13) AMENDMENTS TO RULES

These Rules may be amended by a vote of more than fifty percent (50%) of the voting members present at a general meeting of FLA provided always that any proposed amendment is circulated to all members at least twentyone (21) days prior to the date of the meeting at which the amendment is to be voted upon. The amendments shall not come into force without the prior sanction of the Registrar of Societies.

14) INTERPRETATION OF RULES

In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in the rules, the Committee shall have the 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 disputes arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with the rules in the Constitution. Should members fail to resolve the matter, they may bring the matter to a court of law for settlement.

16) PROHIBITIONS

(1) Gambling of any kind, whether for stakes or not, is forbidden on FLA's premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

(2) The funds of FLA shall not be used to pay the fines of members who have been convicted in Court.

(3) FLA 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.

(4) FLA shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendations to, 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 which adversely affects consumer interests.

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

(6) FLA shall not indulge in any political activity or allow its fund and/or premises to be used for political purposes.

(7) FLA shall not raise funds from the public for whatever purposes without the prior approval in writing of the Director, Criminal Investigation Department and other relevant authorities.

17) DISSOLUTION

(1) FLA shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the voting members of FLA for the time being resident in Singapore, expressed either in person or by proxy, at a general meeting convened for the purpose. Notice to members shall be given at least twenty-one (21) days prior to the date of the general meeting at which the motion for dissolution is to be voted upon.

(2) In the event of FLA being dissolved as provided above, all debts and liabilities legally incurred on behalf of FLA shall be fully discharged, and the remaining funds donated to the Community Chest of Singapore and/or other approved charitable organisations in Singapore which the meeting dissolving FLA shall nominate.

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

18) VISITOR AND GUEST

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