DanceSport Asia Limited
(proposed as a Company Limited by Guarantee (“CLG”) under the Laws of Singapore)
A group of initiators Meeting at Budapest, Hungary, on June 7, 2019, propose the captioned incorporation.
They do so
·partly in response to a November, 2018 Resolution of the World DanceSport Federation (“WDSF”) Presidium calling on members of the unincorporated “DanceSport Asia” group “to regularize its affairs by incorporating under Singapore Law and to concurrently adopt as part of the incorporation process, a functioning democratic procedure that is real and effective and that is governed by the rule of law,” and
·partly in response to current developments in DanceSport in Asia and in the world.
Their goal is to regularize cooperation in the promotion of DanceSport in Asia according to the World DanceSport Federation’s governing documents and policies, and with the goal of being recognized as a WDSF Continental Association within the meaning of the Statutes of the World DanceSport Federation (WDSF).
The structure of this document is based on the current legal statutes of the recognized WDSF Continental Association for the European area, DanceSport Europe, in order to reflect a legal model which has worked for the WDSF’s Continental Association project. However, the content of this document is based on the perceived wishes of Asian DanceSport.
Asian DanceSport Federation Limited
(proposed as a Company Limited by Guarantee (“CLG”) under the Laws of Singapore)
I. General Provisions
Article 1 Legal Status, Name and Registered Address
The name of the entity shall be “DanceSport Asia Limited”, also known as “DSA”.
DSA shall be incorporated and subsist as a company limited by guarantee (“CLG”) under the laws of Singapore, and its registered and records address and legal seat shall be at a place or places in Singapore as determined by its Executive Committee.
Article 2 Purposes
1.To operate benevolently on a non-profit basis as a CLG under the laws of Singapore.
2.To regularize cooperation in promoting WDSF DanceSport in Asia according to WDSF’s governing documents and policies.
3.To seek, obtain and retain recognition as a WDSF Continental Association within the meaning of the WDSF Statutes.
4.To function as a WDSF Continental Association so as to develop and strengthen WDSF DanceSport in Asia in accordance with WDSF’s governing documents and policies, including to enter into hosting agreements with WDSF in order to organize DanceSport competitions and events in Asia under the authority of WDSF and in accordance with WDSF’s governing documents and policies
5.To respect and abide by the WDSF’s governing documents and policies and to conduct DSA’s affairs in a manner consistent with WDSF’s governing documents and policies
6.To advise and assist its Members with their work in their own countries.
7.To support Olympism. The IOC Charter states that “Olympism is a philosophy of life, existing and combining in a balanced whole the qualities of body, will and mind. Blending sport with culture and education, Olympism us seeks to create a way of life based on the joy found in effort the educational value of good example and respect for universal fundamental ethical principles.”
The DSA shall aim, within the spirit of the Olympic Charter and in accordance with WDSF’s Statutes and governing documents and policies, to promote, spread and encourage the development of DanceSport as part of the Olympic Movement in Asia, and to pursue the goals of Olympism and the goals of the Olympic Movement through its commitment to DanceSport, so as to contribute to the harmonious lives and development of Asian peoples.
8.Subject to WDSF’s decisions to seek recognition of the Olympic Council of Asia(OCA) and do all things incidental to WDSF’s representation of DanceSport in and to the Olympic Movement, including to help WDSF Member bodies obtain and retain official recognition by their respective countries’ National Olympic Committees.
9.To promote sporting friendship and cooperation amongst its members in all matters affecting WDSF’s interests, including by promoting opportunities for meetings, conferences, and other social functions.
10.To promote WDSF’s policies in Asia, and under the authority of the WDSF.
11.To grant and organize certain WDSF DanceSport Championships as approved by WDSF, and to arrange and promote WDSF Dancesport competitions, exhibitions, congresses, lectures, seminars and training camps to train competitors.
12.To recognize merit in WDSF DanceSport in Asia.
Article 3 Resources and financial year
DSA shall raise funds to finance its activities by levying membership fees and exploiting any commercial rights that it controls, in particular rights in connection with events that it hosts with the agreement of WDSF. DSA may also accept donations and contributions of any kind.
DSA’s financial year shall be the calendar year.
Article 4 Membership
Members of DSA shall fall into one of the following classifications:
1. Full members
DanceSport bodies representing countries(regions) belonging to Asia (as that geographic expression is defined from time to time by WDSF), which are recognized as full Members by the WDSF, may apply for Full Membership in DSA.
2. Associate Members
DanceSport bodies representing countries(regions) belonging to Asia (as that geographic expression is defined from time to time by WDSF), which are recognized as Associate Members by the WDSF, may apply for Associate Membership in DSA.
3. Provisional/Observer Members
DanceSport bodies representing countries(regions) belonging to Asia (as that geographic expression is defined from time to time by WDSF), may apply for Provisional/Observer Membership in DSA.
Members of DSA may not be affiliated to any other DanceSport body, Ballroom Bodies or any body without the recognition of WDSF with the same purpose in the sense of these Bylaws.
Article 5 Admission and Termination of Membership
Applications for membership must be submitted to the Executive Committee and shall be decided by the Executive Committee at its discretion.
No reason need be given when refusing an application. If an application is rejected, the unsuccessful applicant is entitled to require the Executive Committee to present its application to the next DSA general assembly, which may admit any applicant by a two-thirds (2/3) majority vote.
The application must include:
1. Evidence of the applicant’s incorporation and governing documents
2. a list of the applicant’s members, addresses and contact details;
3. the names and addresses of the applicant’s governing committee; and
4. the following statements: “we agree to abide by DSA’s Statutes and other Rules and Regulations, and to abide by decisions of DSA’s general assembly and Executive Committee.”
The Executive Committee may require the applicant to answer questions and provide further financial and other information, including proof to the satisfaction of the Executive Committee that the applicant’s existence and activities do not conflict or compete with the activities of an existing member of DSA or WDSF.
A member may resign from DSA at any time by delivering a letter of resignation to the Executive Committee, who may accept or decline to accept such resignation. Such resignation does not affect the member’s financial obligations for the current calendar year.
A member may be expelled by a two-thirds (2/3) majority vote of the general assembly. A motion to expel a member is not in order unless the proposer has given the member at least one month's notice of the proposer's motion to expel to be included in the agenda of the general meeting, by registered letter or by email. A decision by the general assembly to expel a member is final.
Where a Full Member, Provisional Member or Associate Member loses the equivalent status within the WDSF, that entity automatically and immediately loses its status as a Member of DSA and may only be re-admitted to DSA upon re-admission to the WDSF.
Article 6 Disputes
DSA shall not act as a court of appeal or an arbitrator.
In view of the composition of DSA and the resultant difficulties in settling disputes judicially where problems arise between members or between members and DSA, members and other persons subject to these Bylaws waive the right to take such disputes to before state courts and upon recognition as a WDSF Continental Association disputes between members or between members and DSA shall be submitted to the WDSF Disciplinary Council, provided always that if the WDSF Disciplinary declines to accept jurisdiction regarding a dispute then that dispute shall be submitted to arbitration under the laws of Singapore.
Article 7 Membership Fees
Members are required to pay an annual membership fee.
The amount of the annual membership fee shall be decided or amended by simple majority of the general assembly.
The membership fee for any year is due on January 1st of that year.
If a Member fails, refuses or neglects to pay its Membership fees by March 31st of any year, then its Membership shall cease fully and finally on the following day, that is, April 1st.
Membership fees may not be set off by a member against any other debt or claim.
III. Governing Bodies of DSA
DSA’s governing bodies are the general assembly and the Executive Committee.
Article 8 General Assembly
The general assembly is the highest, the principal and original governing body of DSA and consists of the members’ delegates. Each full member and associate member is entitled to send two delegates to the general assembly.
Convocation, Motions and Agenda
The Executive Committee shall convene an annual general assembly and other general assemblies by electronic mail (email) according to the requirements of Singapore law, provided always that the Executive Committee shall communicate the date and venue for the annual general assembly by notice in writing to all members by e-mail at least four (4) months before the meeting of the general assembly, and that Motions for the agenda of the annual general assembly must be in writing and must be received by the Executive Committee by e-mail not later than three (3) months before the date of annual general assembly. Motions should be accompanied by a brief background statement by the proposer explaining the reason for the proposed intended effect of the Motion.
The Executive Committee shall communicate the final agenda and motions on notice for the meeting of the annual general assembly by sending e-mail at least two (2) months before the meeting to notify all members of the internet address of an internet web site where the said agenda and motions have been posted.
Procedure in the General Assembly
Each member with an entitlement to vote must provide one of its delegates with written power of attorney, which constitutes the authority to vote. Only one delegate per member may vote.
A delegate must be a member of the body he or she represents as a delegate and must be a natural person of at least 18 years of age and legally capable of managing all of his or her personal and business affairs.
Assignment of votes by proxy is permitted, but only in the following written form:
<-- beginning of form -->
DSA FORM of PROXY
FOR THE MEETING OF THE MEMBERS OF DSA SCHEDULED TO BE HELD ON (DATE OF MEETING) AT (PLACE OF MEETING).
The undersigned signatory of (NAME OF THE MEMBER) hereby appoints (PROXY HOLDER’S NAME), or in his absence (ALTERNATE PROXY HOLDER’S NAME) as the proxy holder for and on behalf of (NAME OF DSA MEMBER) to attend, act and vote for and on behalf of (NAME OF DSA MEMBER) at the above meeting and at any adjournments thereof, to the same extent and with the same powers as if the authorized Delegate of (NAME OF DSA MEMBER) were present at the said meeting, or any adjournment thereof.
Signature of Authorized Signatory
<-- end of form -->
Proxies are not valid and may not be used unless they are assigned to a duly authorized delegate to the assembly, completed and signed in this form, and delivered to the Board at least twelve (12) hours before the scheduled time of the assembly, provided always that if the Board is not satisfied with any form of proxy submitted to it, then the Board shall submit the proxy for the approval of the assembly as the first order of business of the assembly after ascertainment of members present, and the decision of the assembly on the question shall be final.
No delegate may represent more than two further members by proxy in addition to his or her own member body.
Honorary members may serve as delegates. Honorary members may receive and vote proxies.
An ordinary general assembly must be held in every financial year, not later than end of October.
Without limitation, the general assembly has the following indefeasible tasks:
1. Approval of the minutes of the last general assembly
2. Election of the Executive Committee
3. Appointment of the financial controller
4. Establishing and modifying the statutes
5. Approval of the annual financial statements
6. Approval of the financial budget
7. Fixing and modifying the annual membership fee
8. Discharge and release of the Executive Committee
9. Liquidation of DSA
The general assembly is chaired by any member of DSA Executive Committee, or alternatively a delegate may be elected by the meeting for the whole or any part of the assembly.
The general assembly is duly constituted if at least one quarter (1/4) of the voting members (in terms of number of votes) is represented by delegates or proxy. If the general meeting is not duly constituted then a new general meeting may be convened with the same agenda, and that general meeting will be duly constituted regardless of the number of the members represented.
In order to ensure a fair and democratic process and the efficient conduct of business, the proceedings of the general assembly shall be governed by the following Rules of Order:
a.motions may be made by any Delegate or Executive Committee Member;
b.the following take precedence over all other matters before the Meeting, in the following order: Points of Order (i.e. questions or objections regarding the proper order to be followed in the Meeting, including motions to close debate on any question), Points of Privilege (i.e. questions or objections touching on the privileges of a Delegate or a Member), and Points of Information (i.e. questions seeking further and better information and explanation of any matter before the Meeting);
c.every member of the Executive Committee may speak at the general assembly, and in the event of a dispute, the following is the order of precedence for speaking and proposing motions:
i. the chair;
ii. Executive Committee Members in order of their respective ages;
iii. Delegates; and
d. the chairman shall recognize delegates in order of their request to speak;
e. subject to the vote of the Meeting, the chairman may impose time limits on debate and on proposers making and speaking to motions, and may impose equal time limits on any speaker wishing to speak to any matter;
f. motions may only be tabled, amended, withdrawn or otherwise disposed of by vote of the Meeting as required in these statutes, called by asking "who is in favor of this motion?";
g. debate may only be closed by majority vote of the general assembly on a Point of Order; and
h. the current edition of Robert’s Rules of Order or any other Rules of Order adopted by the general assembly on Points of Order,
provided always that in the event of a dispute over any Rule of Order, the general assembly may submit the dispute to the ruling of the chair, whose decision shall be final.
Except as otherwise provided in these statutes, the decision is made by the simple majority (out of the sum of the given yes votes or no votes or in case of person elections with several candidates the most votes for one candidate).
Decisions to amend these statutes require three (3) months' written notice to the general secretary and a two-thirds (2/3) majority vote (the sum of the given yes votes is at least two times as high as the sum of no votes).
Voting shall be by a show of hands, unless any Delegate present requests a secret ballot, in which case voting shall be by secret ballot, and the ballots shall be counted and confirmed by at least three (3) scrutineers who are elected at the beginning of the general assembly. The scrutineers shall publicly present their count of the secret ballots on each such vote, by oral announcement and written report to the chair and the general assembly.
Minutes must be taken in writing at every general assembly and verified by two (2) members of the Executive Committee forthwith after any adjournment thereof. They must be transcribed within one (1) month and signed by two (2) Members of the Executive Committee. A copy shall be sent to all members by e-mail without delay and in any event within two (2) months of the end of the meeting.
Notwithstanding any other provision to the contrary in these statutes, the Executive Committee may submit urgent motions to the general meeting without prior notice, with the approval of a two-thirds (2/3) majority vote.
Article 9 Executive Committee
The Executive Committee shall consist of:
- the president
-the vice presidents
- the general secretary
- the treasurer
- the Communications Director
-the ordinary executive committee members
The president is the chief political representative of DSA and has the duty and authority to lead and to try to build consensus within DSA. The president is also the Chief Executive Officer of DSA and has full authority to manage the day-to-day business and sport affairs of DSA.
The general secretary is in charge of DSA's office and its World Wide Web site, and acts according to the president’s instructions.
The treasurer is the Chief Financial Officer of DSA and has the duty and full authority to manage the day-to-day financial and accounting affairs of DSA according to modern Management Principles. The treasurer has the duty to report to the general assembly and the Executive Committee regarding the accounts and financial affairs of DSA.
The Sport Director is responsible for the continuous development of the sports affairs of DSA according to Modern Sports Principles and modern Management Principles. The Vice-President for Sport has the duty to report to the General Meeting and the Executive Committee regarding DSA's sports affairs.
The Vice President for Marketing is responsible to seek financial support or sponsorship for the development of DanceSport under the umbrella of the DSA.
The Vice-President for Development is responsible for the continuous development of the DSA and its constant adaptation to new circumstances and opportunities.
The Vice-President for Membership is responsible for the communication with members and for increase of DSA membership.
The Vice-President for Legal Affairs is responsible for the legal affairs under the umbrella of DSA.
The Communications Director is responsible for the DSA’s external communications systems, according to the latest developments in communications technologies, doctrines and research.
The ordinary members are responsible to undertake various functional activities as directed by the president.
The Executive Committee shall administer DSA’s affairs as a committee by majority vote. Any officers or leaders of any kind appointed by the Executive Committee shall report to the whole Executive Committee and shall be subject at all times to the decision of the whole Executive Committee.
The term of the Executive Committee and other office bearers is four years. If a member of the Executive Committee leaves, any Executive Committee member may propose a successor, who may only be appointed by the Executive Committee and whose appointment must either by approved or rejected by the next general assembly.
The members of the Executive Committee are not ordinarily remunerated in respect of their work for the Executive Committee. However, members of the Executive Committee are entitled to a reimbursement of expenses properly incurred in connection with their work for the Executive Committee. Notwithstanding the foregoing, where a member of the Executive Committee invests significant effort in a particular project, the Executive Committee may decide to compensate such member in connection with such project, subject to Singapore law and subject to the requirement that such compensation shall not unduly disadvantage DSA by incurring a new or increased tax or other statutory liability.
The work of the Executive Committee may be conducted by correspondence by email or e-mail. Meetings of the Executive Committee shall only be held if more than half the members are able to attend. Such meetings may be held by using means of remote telecommunication (teleconference, video-conference etc). Travelling expenses for such meetings will be paid as far as possible from DSA’s funds.
Decisions of the Executive Committee require a simple majority. Each member of the Executive Committee has one vote. The president has the casting vote in the case where no majority is found. Decisions of the Executive Committee can be taken by circular.
The Executive Committee may adopt its own operating policies in order to ensure the more democratic, collegiate and efficient conduct of DSA's affairs.
Article 10 Powers and duties of the Executive Committee
When the general assembly is not in session, the Executive Committee possesses all of the powers which are not specifically reserved to another organ by law or under these statutes, and is empowered to make any decision which is not specifically reserved to other organs under these statutes, including taking action against members, athletes or other persons who violate or may violate the statutes or the rules, or harm or may harm DSA and/or WDSF.
The Executive Committee has the duty and the authority to manage and conduct the affairs of
DSA according to modern sports principles and modern management principles. The Executive Committee has the following powers and duties, in particular:
1. to keep accounts;
2. to prepare the budget;
3. to implement the Statutes and the decisions of the general assembly;
4. to conduct the management of DSA and supervise the same to the extent delegated.
The Executive Committee represents DSA towards third parties. DSA is bound by the signature of the Chairman and another member of the Executive Committee or, in the absence of the Chairman, by the signature of two other members of the Executive Committees.
The Executive Committee shall coordinate its activities and closely cooperate with the WDSF Presidium. In particular, the Executive Committee shall report on its activities in writing twice per calendar year to the WDSF Presidium and on an annual basis to the WDSF General Meeting.
Article 11 Controllers of the annual financial statement
The general assembly appoints the financial controllers of DSA, which may be individuals or a company.
The financial controllers have the following duties, in particular:
1. to review the annual financial statements
2. to present a report to the general assembly of the financial statements
The term of the financial controllers is four years.
IV. Final provisions
Article 12 Liability
The liability of the Members and Executive Committee members shall be according to Singapore law.
Article 13 Liquidation of DSA
The liquidation of DSA may only be decided and conducted according to Singapore law, provided always that if DSA loses recognition as a Continental Association by WDSF (within the meaning set out in the WDSF Statutes) after having obtained the same and does not recover such recognition within a period of twelve months, DSA shall be automatically dissolved and the Executive Committee shall take all measures necessary in order to effect its liquidation.
Article 14 Official language
The official language of DSA is English.
In any question of interpretation of the Statutes and any of its Rules and Regulations, the English version shall be binding.
Article 15 Effective Date
These Statutes come into effect according to Singapore law on 25 Aug 2019.
V. Temporary Management Arrangements After Incorporation
Article 16 First Board of Directors
Notwithstanding any other provisions of these Statutes, the first Executive Committee shall be the authorized signatories to the documents required for DSA’s incorporation as described in these Statutes.
After incorporation the Executive Committee may elect officers and perform other acts according to Singapore law, provided always that the term of the first Executive Committee shall end at the close of the DSA’s first general assembly.