Constitution

In this Constitution and the Bye-Laws made hereunder, unless the context otherwise requires

• “Member” means – Honorary Life, Honorary, Patron (who is qualified under this Constitution), Charter, Charter Polo Playing, Family, Charter Corporate, Regular Corporate, Term, Clubhouse, Regular Individual Member or any other category which may be established by the Members of the Singapore Polo Club under this Constitution, subject to the approval of the Registrar of Societies.
• “Voting Member” means any Member (not recorded on the List of Absent Members) and a Patron (who is qualified under this Constitution) but excludes Family, Visiting, Honorary and Honorary Life Members for purposes of voting. The vote of a Charter or Regular Corporate Member is to be exercised by its Charter or Regular Corporate Nominee(s).
• “Club” means the Singapore Polo Club.
• “Committee” means the Committee of the Club as provided for in this Constitution.
• “Corporation” means an incorporated company, a partnership or a firm constituted in Singapore or elsewhere.
• “General Meeting” means an Annual General Meeting or an Extraordinary General Meeting.
• “Secretary” means the Honorary Secretary.
• “Treasurer” means the Honorary Treasurer.
• “Horse” means “Pony” and vice-versa.
• “Function Night” means an evening when a special social event takes place.
• “Clear days” means a period commencing one day from the date of dispatch of a notice or letter or the posting of them on the Club Notice Board and all notices and letters shall be deemed to have been delivered on the day following dispatch: it shall include the day of the meeting or event in respect of which the letter or notice is issued. [See Rule 46]
• “Club Reserve Fund” means a fund created to protect and further the primary objects of the Club, as set out in Rule 5 of the Constitution, and to ensure the future financial well-being of the Club and governed by Rule 52.
• “Entrance Fee” means an amount determined by the Committee from time to time which is payable to the Club upon application for membership under one of the various categories of membership.
• “Subscriptions” means amounts determined by the Committee from time to time which are payable monthly by Members of the Club.
• “Deposit” means refundable amounts determined by the Committee from time to time that are payable by Members.
• “Registration Fee” means an administrative charge as determined by the Committee from time to time.
• “Transfer Fee” means an amount determined by the Committee from time to time in accordance with this Constitution and which is payable by a Member who wishes to sell his membership.
• Words importing the singular number include the plural number and vice versa and words importing the masculine gender include the feminine gender.

• The Committee shall be the sole authority for the interpretation application and operation of the Constitution and the Bye-Laws made thereunder and as to any question arising therefrom, the decisions of the Committee shall be final and binding on all members.
• In the event of any question or matter arising not being specifically provided for in the Constitution and Bye-Laws, the Committee shall have full power to decide and act thereon, and any such decision shall be final and binding on all Members until altered or rejected by resolution of the Committee or of the Members in a General Meeting, in accordance with the Constitution.
• Paragraph and Section headings and any marginal notes in this Constitution are provided only to assist reference, and shall not be an integral part of the Constitution.

• The Club colours shall be black and red.
• The crest shall be a Merlion on crossed polo sticks with a black and/or red background.

The name of the Club shall be the “Singapore Polo Club” and its registered office shall be situated at 80 Mount Pleasant Road, Singapore 298334 or at such other location as may from time to time be approved by the Committee, and be notified to Members and the Registrar of Societies.

• The main object of the Club shall be to provide facilities for and to organise the playing of Polo in Singapore, and to encourage the playing of that sport in Singapore and elsewhere.
• Provided that there be no inconsistency with or prejudicial to the aforesaid main object, the Club shall also:-
  • Support general equestrian activities in Singapore and elsewhere.
  • Provide facilities for Members and their families and other persons authorized by this Constitution to ride.
  • Provide Clubhouse amenities and make provision for the playing of other sports, as far as may be practicable.

The Committee may appoint any person to be a Patron of the Club. Patrons shall be entitled to use all amenities of the Club without charge. They may introduce Guests and Visiting Members. Honorary Life Members, Charter Polo Playing Members and Charter Members may be appointed Patrons; in which case they retain all the privileges of their previous category of Membership, including where applicable their vote. Otherwise Patrons have no vote or say in the affairs of the Club.

There shall be the following categories of membership:-

• Honorary Life Members
• Honorary Members
• Charter Members
• Charter Polo Playing Members
• Visiting Members
• Family Members
• Charter Corporate Members whose nominees shall be called Charter Corporate Nominee(s)
• Regular Corporate Members whose nominees shall be called Regular Corporate Nominee(s)
• Regular Individual Members
• Term Members
• Clubhouse Members.

• An Honorary Member is a person who has accepted an invitation from the Committee to become an Honorary Member in accordance with its powers under this Constitution, and his membership will last for such period as the Committee may determine.
• Honorary Members shall not pay an entrance fee or a monthly subscription. Honorary Members may introduce guests and enjoy the privileges of a Charter Member but shall not have the right to propose or second any person for membership of the Club nor any voice or vote in the affairs or management of the Club.

• A Member may be elected an Honorary Life Member by resolution of which due notice has been given at the General Meeting of the Club; provided always that no such election shall take place unless the Member has been nominated by the Committee, and the resolution is approved by a majority of Voting Members present personally and, where permitted, by proxy at the meeting.
• Upon Election, an Honorary Life Member shall be entitled to all privileges of a Charter Member except that he shall have no voice or vote in the affairs or management of the Club.
• An Honorary Life Member shall not be called upon to pay a subscription or any special payment for such Honorary Life Membership.

• Membership in this category shall be open to persons who have attained the age of twenty-one years and who are not precluded from membership under this Constitution.
• Every application for election as a Charter Member shall be made on a form provided for the purpose. Such form shall be signed by the applicant, and by his proposer and seconder, who must be Voting Members, and excluding Clubhouse Members.
• The Entrance Fee and deposit in force at the time of application for membership shall be paid to the Club by the Candidate at the time of application and if the candidate is unsuccessful they shall be refunded less any sums owing to the club.
• From the “Date of Nomination”, and for so long as his candidature continues, the candidate shall be liable to pay Subscriptions, at the same rate as Charter Member; provided that if the Candidate is not elected to membership in due course he shall be liable for Subscriptions at the rate payable by a Visiting Member for a period of his candidature.
• A candidate who has been properly nominated shall be entitled to enjoy, subject to the Constitution and Bye-Laws of the Club and to any restriction as the Committee may impose from time to time, the amenities of the Club from the date on which his application for membership is acknowledged by the Secretary, which date shall be known as the “Date of Nomination”; but he shall have no vote nor voice in the affairs or management of the Club and may not introduce Visiting Members or Guests.
• The election shall be by ballot by the Committee or a Sub-Committee formed for that purpose consisting of a minimum of six Voting Members, except that no Clubhouse Member is entitled to be on the Sub-Committee. Ballots shall take place after the expiry of one month and within three months of the said Date of Nomination, and if two members or more of the Committee or Sub-Committee vote against the Candidate his application for membership shall be rejected.
• The Committee, if of the opinion that there has been any irregularity in a ballot, may order a new ballot.
• The result of the election shall be communicated to the Candidate by the Secretary within seven days of the decision having been made.
• A Candidate who has been excluded from admission may re-apply for membership after a period of one year. If he is again excluded, he shall not be eligible again to become a Candidate.

• A Charter member who

   

  • has been awarded a Polo handicap, and

  • has been playing polo regularly at the Club for a minimum of five years

  • owns or leases a pony at the Club, and

  • has made a positive and material contribution to the affairs and well-being of the Club and to the game of Polo at the Club.

   

  may be nominated for election to Charter Polo Playing Member. Only Charter Polo Playing Members shall be entitled to nominate, second and vote for any nominee for Charter Polo Playing Member. Nominations must be proposed by one Charter Polo Playing Member and seconded by another Charter Polo Playing Member on the prescribed nomination forms which shall be delivered to the Honorary Secretary at the Registered Office not less than fourteen (14) days before the date of the Annual General Meeting. Nominations considered by the Committee as satisfying the criteria i. to iv. above shall be posted on the Notice Board in the Clubhouse five (5) days before the date of the Annual General Meeting and shall bear the signature of the nominee as evidence in writing of the nominee’s consent to the nomination. Voting shall be taken as the last item of business at the Annual General Meeting and can only be taken if a minimum of ten (10) Charter Polo Playing Members participate in the voting. A nominee is elected as a Charter Polo Playing Member if a minimum of seven (7) or a two thirds majority of all votes cast are in his favour, whichever is the greater. A nominee so elected shall with immediate effect from the close of the Annual General Meeting be a Charter Polo Playing Member.

• Any Charter Polo Playing Member who ceases to play Polo or to own or lease a pony at the Club, or for any other reason, may apply to the Committee to be transferred to the list of Charter Members..

• All the provisions of Rule 10 shall apply ‘mutatis mutandis” to Regular Individual Members.
• Regular Individual Members shall not be entitled to play polo at the Club or own or keep a horse at the Club.

• The Committee may, on the introduction by a Member (excluding a Clubhouse Member or a Family Member), permit any person temporarily residing in Singapore to become a Visiting Member of the Club for a maximum cumulative period of three months within a twelve month period.
• This category of membership will be confined to overseas residents temporarily visiting Singapore.
• Visiting Members shall have no voice in the affairs or Management of the Club, and shall have no vote. They may not introduce a guest to the Club or propose anyone for any category of membership.
• The Introducer of a Visiting Member shall be liable to the Club for any debt incurred by such Visiting Member; including any subscription incurred and not settled by the Visiting Member.
• All applications for Visiting Membership must be made on an approved form, signed by the applicant and the introducing Member.
• The Committee may at any time withdraw the privileges of the Club from any Visiting Member.
• No person may be introduced as a Visiting Member who has under this Constitution:
  • ceased to be a Member (other than by resignation);
  • been expelled from the Club;
  • been excluded from admission; or
  • had the privileges of the Club withdrawn.
• The Visiting Membership is deemed terminated should, at any time during the term of the Visiting Membership, the Introducer:
  • ceases to be a Member;
  • is suspended or expelled from the Club.

• Any person may be introduced by a Member (except a Visiting Member), as a Guest of the Club, who will then be permitted to use the facilities of the Club according to the Constitution. Members shall, on behalf of their Guests, pay fees as outlined from time to time by the Committee for the use of Club facilities.
• A Guest Book shall be kept, in which shall be entered the names of all Guests, together with names and signatures of Members introducing them and the date of their visit. No person shall be a Guest until his name has been entered in the Guest Book. The introducing member must be present while they have any guests at the Club. No Guest shall be allowed to use the polo, riding facilities and other sporting amenities, or other such parts of the Club premises except on such dates and under such conditions as the Committee may prescribe.
• Guests have no vote or voice in the affairs or the management of the Club and may not introduce other persons as Guests.
• The Committee may at any time withdraw the privileges of the Club from any Guest.
• No person may be introduced as a Guest who has under this Constitution:
  • ceased to be a Member (other than by resignation);
  • been expelled from the Club;
  • been excluded from admission; or
  • had the privileges of the Club withdrawn.

• A Member (except a Visiting Member or a Clubhouse Member) may nominate his spouse (or at the discretion of the Committee, his common law spouse), and/or his children under the age of twenty-one years, as Family Members.
• Family Members may enjoy the amenities of the Club’s premises and facilities as their nominator, subject to the Constitution and the Bye-Laws. They shall not pay an entrance fee or subscription; nor shall they have a vote or voice in the affairs or Management of the Club.
• All debts of Family Members shall be the responsibility of the nominating Member.
• Children nominated as Family Members under this Rule shall cease to be Family Members upon reaching the age of twenty-one years.

• Corporations or Partnerships may apply to the Club to be elected as Charter Corporate Members. On acceptance by the Committee and payment of the Entrance Fee and Deposit in force at the time, such members shall be known as Charter Corporate Members.
• The election of Charter Corporate Members shall be entirely at the discretion of the Committee, who will be empowered to fix limits on the number of such members as it thinks fit.
• The concept of Charter Corporate Membership is to allow a Corporation to apply to gain prompt access for its personnel to the Club. Charter Corporate Members shall be entitled to nominate persons who must at all times be Directors, Partners, and/or employees of the organization, (“Eligible Persons”) up to a maximum of two, who shall, upon their acceptance by the Committee in accordance with the Constitution be entitled to enjoy all the privileges of a Charter Member except as qualified in this Constitution. Upon the election of a Charter Corporate Member the name or names of the person or persons nominated as its Nominee(s) shall be notified by the Corporation to the Secretary as soon as possible. Such Eligible Person(s) shall be known as Charter Corporate Nominee(s).
• A Charter Corporate Member may apply to replace their Nominee(s) by another Eligible Person(s).
• All Nominees, whether original or substitute, of Charter Corporate Members shall be subject to acceptance by the Committee, which is entitled in its absolute discretion to reject any such nomination. All such Nominees shall upon their acceptance by the Committee, pay a registration fee as determined by the Committee from time to time and comply with all the procedures in force at the time covering membership, in accordance with the Constitution and Bye-Laws of the Club.

If the Corporation should, for any reason, not immediately have an “Eligible Person” to become a Charter Corporate Nominee, then the Charter Corporate Member may:-

• Hold the right dormant for an indefinite period.
• Apply to transfer a Charter Corporate Nominee to another person who is not an “Eligible Person” on payment of a fee as determined by the Committee from time to time but not greater than thirty-five per cent of the Entrance Fee for Charter Membership in force at the time of application. Such applications must meet in full all the requirements of the Club’s Rules, and any person so elected shall then become a Charter Member. After such a transfer the Charter Corporate Member relinquishes the right to nominate another Eligible Person as Nominee in place of the transferred Nominee. On the transfer of the remaining Nominee the Charter Corporate Membership ceases.

• All the provisions of Rules 16 and 17 shall apply “mutatis mutandis” to Regular Corporate Members except that Regular Corporate Members may nominate only one Eligible Person to enjoy the privileges of Regular Individual Membership. Such an Eligible Person shall be known as Regular Corporate Nominee.
• A Regular Corporate Nominee shall not be entitled to play polo at the Club or own or keep a horse at the Club.

• Membership in this category shall be open to persons who have attained the age of twenty-one years and who are residing or carrying on business for a period of one to two years in Singapore and who are not otherwise precluded from membership under this Constitution.
• The number of Term Members of the Club at any one time shall not exceed 200 or 75% of the total number of Voting Members, (excluding Term and Clubhouse Members), whichever is the lesser, provided always that the Committee may at its sole discretion reduce the number of Term Members from time to time as it thinks fit.
• A Term Member shall hold membership in the Club for a maximum period of two (2) years.
• A Term Member shall not be entitled to:
  • transfer his membership;
  • own or keep a horse at the Club; or
  • play polo at the Club.

  A Term Member’s rights and privileges and his entitlement to use and enjoy the other facilities of the Club shall be subject at all times to the Committee’s right to withdraw any of such rights and privileges and the entitlement to use and enjoy any of such facilities, at its absolute discretion.

• A Term Member shall be entitled to a vote and voice in the management of the Club as specified in Rule 38 of the Constitution.
• A Term Member shall not be liable for the debts of the Club but shall pay an entrance fee and a subscription of such amount, and shall maintain with the Club a refundable deposit of such amount as the Committee may from time to time in its discretion decide.
• A Term Member must settle his or her account in full as prescribed under Rule 28(a) and (b). If the account is not settled promptly, membership may, not- withstanding any other provision of this Constitution, be terminated forthwith upon written notice by the Committee to be delivered in accordance with Rule 46 or by posting such notice on the Club notice board.
• An application for admission as a Term Member shall be made on a prescribed form and the application shall be proposed by a Full Member and seconded by another Full Member.
• The Committee shall have the absolute discretion to terminate all or any Term Memberships forthwith upon written notice to be delivered in accordance with Rule 46 or by posting such notice on the Club notice board. For the avoidance of doubt, the procedure established in Rules 23a to 23e of the Constitution relating to expulsion, suspension/cessation of membership shall not apply to Term Members.

• Membership in this category shall be open to persons who have attained the age of twenty-one years and who are either resident or carry on business in Singapore and who are not otherwise precluded from membership under this Constitution.
• The number of Clubhouse Members at any one time shall not exceed 1,000 or 75% of the total number of Voting Members (excluding Term and Clubhouse Members), whichever is the lesser, provided always that the Committee may in its sole discretion reduce the number of Clubhouse Members from time to time as it deems fit.
• A Clubhouse Member shall hold membership in the Club for a period of one (1) year. The membership is renewable yearly, upon payment of an entrance fee and at the sole discretion of the Committee.
• A Clubhouse Member and their Guests shall be restricted to the use of the following facilities of the Club:-
  • Jackpot machines;
  • Video games;
  • Bar and restaurant; and
  • such other of the Club’s facilities as the Committee may from time to time decide and at such fees as may be prescribed by the Committee.

  Save as provided above, a Clubhouse Member shall not be entitled to use any facilities of the Club and in addition shall not be entitled to:-

  • transfer his membership;
  • propose and/or second applicants for election to any category of membership;
  • propose and/or second candidates for election to Committee and/or any Office;
  • own or keep a horse at the Club; or
  • play polo at the Club.
• A Clubhouse Member shall be entitled to a vote and voice in the management of the Club as specified in Rule 38 of the Constitution.
• A Clubhouse Member shall not be liable for the debts of the Club but shall pay an entrance fee and a monthly subscription of such amount, and shall maintain with the Club a refundable deposit of such amount as the Committee may from time to time in its discretion decide.
• If granted credit facilities by the Club, a Clubhouse Member must settle his or her account in full as prescribed under Rule 28 (a) and (b). If the account is not settled promptly, membership may, notwithstanding any other provision of this Constitution, be terminated forthwith upon written notice by the Committee to be delivered in accordance with Rule 46 or by posting such notice on the Club notice board.
• An application for admission as a Clubhouse Member shall be made on a form provided for the purpose.
• The Committee shall have the absolute discretion to terminate all or any Clubhouse memberships forthwith upon written notice to be delivered in accordance with Rule 46 or by posting such notice on the Club notice board. For the avoidance of doubt, the procedure established in Rule 23a to 23e of this Constitution relating to suspension, expulsion, cessation and closure of Membership shall not apply to Clubhouse Membership.

A Member may apply to be recorded on the “List of Absent Members” under the following conditions:

• The member concerned must cease to be ordinarily resident in Singapore, i.e. he must expect to be absent from Singapore for a consecutive period of not less than one year and must provide an overseas address which must be kept up-to-date.
• A member on the List of Absent Members shall pay an annual absentee subscription fee of such amount to be determined by the Committee, the first payment of which shall be an amount equivalent to three years of the said annual absentee subscription fee payable in advance and immediately upon admission to the List of Absent Members and thereafter, such annual absentee subscription fee to be paid annually in advance. Any Member on the List of Absent Members not paying the annual absentee subscription fee on its due date will automatically have his name removed from the List of Absent Members. While a member is recorded on the List of Absent Members the monthly subscription pertaining to his membership category shall not be paid.
• Upon admission to the List of Absent Members, a deposit of an amount to be determined by the Committee from time to time must be paid to the Club; such deposit to be refunded less any unpaid subscriptions, costs, charges or damages only upon the member being removed from the List of Absent Members, or upon his termination of membership.
• All applications to be recorded on the List of Absent Members must be made in writing with satisfactory evidence for the absence to the Honorary Secretary and upon approval by the Committee, the member will be admitted to the List of Absent Members.
• No Member keeping a horse at the Club may at anytime be placed upon the List of Absent Members.
• Members recorded on the List of Absent Members have no vote.
• A member, recorded on the List of Absent Members undertakes to inform the Club when he returns to reside in Singapore, the failing of which shall be considered a breach and subject to disciplinary action by the Club. On informing the Club that the Member has returned to Singapore, the Member shall forthwith be removed from the List of Absent Members. A member is deemed to be removed from the List of Absent Members from the time the member has returned to reside in Singapore. Upon the Member’s removal from the List of Absent Members, any unexpired portion of his annual absentee subscription fee and his deposit paid to be included on the List of Absent Members shall be refunded. All privileges and obligations of his membership category shall apply from the time he is removed from the List of Absent Members except that the member is not entitled to vote or give a proxy (where applicable) at a General Meeting for a period of twelve (12) months from the date of removal from the List of Absent Members.
• A Member on the List of Absent Members shall remain on the List of Absent Members so long as he keeps his account in credit. Should a Member on the List of Absent Members be in arrears in any payment including the annual absentee subscription fee for a period exceeding twelve (12) months, he shall be given notice in writing and should payment in full settlement not be received within a further period of three (3) months of the date of notice, he automatically ceases to be a Member of the Club.

• A Register of Members shall be kept and shall contain such particulars as name, category of membership, address, telephone number, medical adviser, family members and such other matters as may be necessary and useful for the proper and efficient administration of this Constitution.
• Each Member shall be responsible for ensuring that the Secretary is informed in writing of any change which ought to be made to the Member’s particulars as given at the time of application for membership and/or recorded from time to time in the Register.

• If any Member shall, in the opinion of the Committee act in any way prejudicial to the interests of the Club or its Members, or shall break any Rule or Bye-Law of the Club, the Committee shall consider the conduct of such Member at a Meeting of the Committee. If at such a Meeting it is considered that there is sufficient evidence to justify calling on the Member to answer any charge made against him, a notice in writing shall be given to the Member calling on him to attend a Meeting not less than seven clear days after the date of the notice for the purpose of answering the charges. At such a Meeting the Member concerned shall be informed of the charges made against him and shall have the right to be heard in his own defense. If, after hearing the Member, a majority of Members of the Committee present at the meeting shall vote for the expulsion of the said Member, he shall thereupon cease to be a Member of the Club.
• The Committee may at the conclusion of such hearings suspend the Member or impose any other lesser penalty. Notice thereof shall thereafter be sent to the Member by the Secretary. If the Member refuses to attend the Meeting in answer to the notice calling upon him to do so the Committee may nevertheless proceed in his absence. No appeal shall lie from the decision of the Committee to any other Meeting or to any Court of Law.
• A person expelled or suspended under Rules 23 or 28 or for any valid reason under this Constitution or whose membership is otherwise terminated under any other provision of this Constitution shall not thereafter be eligible as a candidate for membership of the Club. Nor shall he be allowed to enter the Club’s premises or use the Club’s facilities, whether as a guest or otherwise, without the prior written consent of the Committee. Notification of the decision reached shall be given to the Member concerned by the Secretary, within a period of seven days of the meeting at which it was made.
• Any Member who (1) has resigned; (2) has been adjudicated bankrupt as from the date of such adjudication; (3) becomes an enemy alien; (4) has been expelled; (5) has been convicted of serious criminal offence; (6) leaves the country to escape criminal proceedings, ceases to be a Member.
• A Member on ceasing to be a Member shall forfeit all rights to the Club, its property and its assets.
• The Committee may close the membership of the Club whenever the Committee shall deem it to be necessary. If at any time it appears to the Committee that any sporting or social facility of the Club is over-congested, the Committee may in its discretion restrict the privileges of any newly elected Member in respect of one or more of such facilities.

• In the event of the death of a married Charter, Charter Polo Playing or Regular Individual Member, the legal beneficiary if he/she desires may apply for election as prescribed under Rule 10, for membership in the category held by the deceased member, without having to pay any Entrance Fee or any other such fee or charge to apply for such membership. In the event of the death of a Charter Polo Playing Member the category of membership the beneficiary is entitled to apply for is Charter Member.
• Charter Members, Regular Individual Members, Charter Corporate Members and Regular Corporate Members are entitled to transfer their membership to another person acceptable to the Committee on the following terms and conditions:-
  • The Transferee shall complete an application form for membership in accordance with this Constitution and shall successfully meet all the procedures and requirements of membership.
  • The Transferor shall pay to the Club a Transfer Fee as determined by the Committee from time to time but not greater than a sum equal to 25% of the Entrance Fee applicable at the time of application for transfer of membership.
  • The category of membership applicable to a person who takes over the membership of a member shall be that of the member from whom it was taken over with the exception of Charter Polo Playing Member where it shall be that of Charter Member.
  • The transfer of a Charter or Regular Corporate Nominee, under the relevant provisions of Rule 17, may only be applied for by the Charter or Regular Corporate Member concerned, and cannot take place without its written permission.

A Member may be a part-time employee of the Club at the discretion of the committee provided that they may not serve on Committee or any sub-committee within the Club while they are so employed.

Entrance fees and subscriptions for all categories of membership shall be as determined by the Committee from time to time, and be advised by notice to Members.

• A Member’s account shall be payable by the last day of the calendar month in which it is dispatched or within fourteen clear days of the date of the statement, whichever is the later (in this Constitution described as “The Due Date”).
• Each Member shall keep his account in credit and shall be called upon to pay such deposits as deemed necessary by the Committee in order to achieve this position.
• In the event that a Member’s account is thirty (30) but not exceeding sixty (60) days in arrears, interest at such rates or such late payment fees as the Committee may decide from time to time will be chargeable until full payment of all outstanding sums including interest and/or late payment fees are received by the Club.
• In the event that a Member’s account is sixty (60) but not exceeding ninety (90) days in arrears, a letter shall be sent to the Member requiring payment (including interest) in full within fourteen days of the date of the letter, failing which the name of the Member shall be placed on a Delinquent’s List and posted on the Club’s Notice Board.
• In the event that a Member’s account is ninety (90) but not exceeding one hundred and twenty (120) days in arrears, a second letter shall be sent to the Member requiring payment (including interest) in full within fourteen days of the date of the said letter, failing which the Member shall be suspended or expelled and the name of the Member so suspended or expelled shall be placed on a Defaulter’s List and posted on the Club’s Notice Board.
• A member suspended or expelled from membership may be reinstated at the discretion of the Committee in the light of an acceptable explanation being received and upon full payment of all outstanding monies and interest owing and payable by the Member.
• Should any Member’s account not be in credit the Committee may, after due notification has been given, withdraw the privileges of the Club until credit has been re-established.
• No Member whose name appears on the Delinquent’s List, nor any member of his family, can enter for, or take part in, any Club competition or Interclub competition, or vote at any meeting as long as his account is in debit, or his bill remains unpaid, or his deposit is below the level notified to him by the Committee.
• Notwithstanding any other provisions of the Constitution the Committee has the power at any time to stop any Member’s credit.

• Any Member may resign by giving notice in writing to the Secretary and shall be liable for all arrears and subscriptions up to the date of resignation.
• All resignations will be deemed to take effect on the last day of the month in which the notice is received.

• The Club shall be managed by a Committee, consisting of a President, a Vice-President, a Polo Captain, an Honorary Secretary, an Honorary Treasurer and four other Members, who shall be elected at the Annual General Meeting. At least five of the members of the Committee, including the Polo Captain and President shall be Charter Polo Playing Members or persons who under this Constitution, retain the rights and privileges of that category of membership. A maximum of two other Committee Members may be co-opted in accordance with Rule 31 of this Constitution.
•  
  • Candidates for election to the Committee must be proposed by one Voting Member and seconded by another Voting Member (with the exception that Clubhouse Members are not entitled to propose and/or second any Candidate) on nomination forms which shall be delivered to the Honorary Secretary at the Registered Office not less than seven days before the date of the Annual General Meeting, and particulars of the nomination shall be posted on the Notice Board in the Clubhouse five days before the date of Annual General Meeting. The nomination form for every Candidate proposed for election shall bear the signature of the Candidate at the time the form is delivered to the Honorary Secretary as evidence in writing of the Candidate’s consent to the nomination.
  • A candidate for election to the Committee will not be eligible to be so elected nor may he serve on a Sub-Committee if he, or any company or firm in which he or his spouse (common law spouse) or child is deemed to have an existing direct or beneficial interest, has an existing commercial relationship with the Club, nor may such a relationship with the Club be entered into once a candidate is duly elected and continues to hold office within the Committee or a Sub-Committee.
  • A Nominee of a Charter or Regular Corporate Member cannot be a candidate for election to the Committee.
• Any member of the Committee who is absent from Singapore for a cumulative period of more than three months during his period of office or who fails to attend three consecutive General Committee Meetings without an explanation satisfactory to the Committee may be called upon to resign.
• No Member shall be eligible for election as President or Vice-President unless he has served as a Member of the Committee for not less than a cumulative period of twelve months.
• Only Charter Polo Playing Members and Voting Members with a Club Polo Handicap for the current year shall be entitled to vote for the election of the Polo Captain.
• The Club President, Vice-President and Polo Captain shall not serve for more than three consecutive years, in their respective positions.
• Only a Member who has been a Voting Member of the Club for a minimum period of twelve months may be nominated for election to the Committee or be co-opted to the Committee.
• Where there is a contest for election to the Committee or any Office of the Club, voting shall be by secret ballot, controlled by two scrutineers, elected by the Members, at the General Meeting concerned.
• Particulars of Members elected to the Committee shall be filed with the Registrar of Societies within one month of the date of the Annual General Meeting.

• The Committee is empowered:
  • To control all facilities of the Club and to decide upon the extent to which these facilities should be made available and on what conditions and, in particular, at any time and from time to time by notice to reserve the whole or any part or any of the Club’s buildings, premises or sporting amenities for any purposes whatsoever for such period or periods and subject to such conditions and limitations as to entry, whether by Members or any other person or class of persons and whether upon terms of payment of otherwise, as the Committee may think fit.
  • To have the sole right to make Bye-Laws, and to alter and repeal such Bye-laws, for all matters affecting the affairs of the Club and not dealt with in this Constitution and for the proper control of Polo and of all other facilities and activities in the Club authorised by it; including the introduction of Guests, the conduct of Tournaments, Gymkhanas and other Sports, Games and Entertainment involving the use of the Club name or facilities or Clubhouse amenities, and for the proper control of all matters pertaining to the management of the Club’s grounds and the conduct of Members; provided that no such Bye-Laws shall be inconsistent with this Constitution. All alterations or additions to the said Laws shall be posted on the Club Notice Board and dispatched to Members at least seven clear days before they become effective and shall be binding on all Members unless and until altered or repealed by the Committee or by the Members in General Meeting.
  • To decide all questions relating to the management of the Club and all questions arising out of, or not covered by, any Rule or Bye-Law in accordance with Rule 2b.
  • To control the finances of the Club and to do all such things as may be necessary to achieve the objects of the Club.
  • To operate bank accounts on such conditions as the Committee deems fit and to borrow sums not exceeding 50% of the Members’ funds as reported in the last published Audited Balance Sheet of the Club; provided that the book value of any assets pledged as security for such borrowings shall not exceed the total amount borrowed, except with the approval of Members in General Meeting.
  • To authorize all purchases for use by the Club and all expenditure on any Equestrian, Sporting or other social activity; provided that the Committee shall not be empowered to spend more then S$300,000 in any one year in addition to the ordinary expenditure for the running of the Club and provided that any single item or project which is proposed requiring in excess of S$150,000 each shall be referred for approval to a General Meeting of Members convened in accordance with this Constitution.
  • To determine the charges to Members for all aspects of the Club’s activities and administration.
  • To co-opt to the Committee up to a maximum of two Members who may in the Committee’s opinion be of use in the management of the Club. Any Member so co-opted shall have an equal right in the Committee with Members elected at the Annual General Meeting or subsequently appointed to fill vacancies on the Committee. The Committee shall be empowered to fill vacancies which may occur therein during its tenure of office or in consequence of no election having been made at an Annual General Meeting; provided that any persons appointed by the Committee shall not cause the composition of the Committee or the qualifications of the incumbents of the offices therein to be inconsistent with this Constitution.
  • To appoint and remove the staff of the Club and to fix the amount of their remuneration.
  • To appoint such person or persons or firm, as the Committee may think fit, to be the General Manager of the Club (hereinafter referred to as the General Manager). The General Manager shall, subject to general direction of the Committee and to the policies which the Committee may set, administer and conduct the affairs of the Club and supervise the Club’s clerical staff, and such assistants as may be authorised by the Committee, to help him in the performance of his duties and shall keep the accounts of the Club under the direction of the Treasurer (but always with the right of reference direct to the Committee); and shall prepare the financial statements of the Club at the end of each financial year; which statements shall, after approval by the Treasurer and the Committee and after audit be printed and circulated amongst Voting Members with the notice of the Annual General Meeting.

    The General Manager shall act on behalf of the Secretary as authorised by the Secretary or by the Committee; the latter’s instructions to be over-riding.

  • To invite persons to become Patrons or Honorary Members of the Club.
  • To ensure that all nominations for Charter Polo Playing Membership satisfy the criteria set out in Rule 11a.
  • To select teams to represent the Club in Polo Matches or Tournaments, or in any other Sporting Activities authorised by the Committee.
• The power conferred on the Committee to make appointments to any office or position or to extend any invitation to any person to enter a particular category of membership shall, unless the contrary intention appears, be construed as including a power to dismiss or suspend any person so appointed or to withdraw any invitation so extended at the sole discretion of the Committee.

• The Honorary Secretary shall subject to the directions of the Committee:-
  • be responsible for the general management of the Club and the enforcement of its Constitution and Bye-Laws.
  • assist the Polo Captain and assume his duties in his absence.
  • in the event that a General Manager be appointed in accordance with this Constitution, the said General Manager shall report to the Committee through the Honorary Secretary.
• The Honorary Treasurer shall, subject to the direction of the Committee, be responsible for recording and regularly reporting upon the Club’s income, expenditure, assets and liabilities and for ensuring that appropriate procedures have been established to prevent misappropriation of funds and inaccuracy on record-keeping.

The Committee may appoint Sub-Committees which shall have such powers as may be delegated to them by the Committee in the Minute of Appointment or in the Bye-Laws; provided that the Committee shall always retain the right to amend or repeal these powers and any decisions made in exercise of them and at any time to dissolve a Sub-Committee but no action of the Committee to amend or repeal a decision which a Sub-Committee was duly authorised to make under its terms of reference shall retrospectively cause loss to a person who relied upon the decision.

A Trustee Group comprising the Honorary Treasurer, as Chairman, and four other Members, two of whom shall be Charter Polo Playing Members, shall oversee the funds allocated by the Members of the Club at General Meetings for investment purposes.

The members of the Trustee Group shall be elected at the Annual General Meeting of the Club and shall hold office until conclusion of the next Annual General Meeting. The procedure for election to the Trustee Group shall be in accordance with Rule 30b.

At any meeting of the Trustee Group, four members of the Trustee Group one of whom shall be the Honorary Treasurer, shall form a quorum. Decisions of the Trustee Group shall be by a majority vote. In the event of an equality of votes, the Honorary Treasurer shall have a casting vote in addition to his vote as a member of the Trustee Group.

In the event that there are insufficient regular nominations for election to the Trustee Group or vacancies occur in the group during a term, the Committee shall have the power to co-op until the next Annual General Meeting.

The powers and duties of the Trustee Group shall be decided from time to time by the Members of the Club at General Meetings.

• The Committee shall meet at least once every six weeks and the President shall be Chairman. In the absence of the President the Vice-President shall be Chairman. In his absence the member shall elect a Chairman.
• Five members, three of whom shall be Charter Polo Playing Members, shall form a quorum. Decisions and/or resolutions of the Committee shall be by a majority vote of those Committee members present.
• The Chairman shall, in the event of an equality of votes, having a casting vote in addition to his vote as a member of the Committee.
• A resolution/decision in writing signed by every Committee member shall be as binding and effectual as if passed at a duly convened Committee meeting.
• A third party shall be entitled to rely upon a certified true copy of a resolution of the Committee signed as such by any two of the President, the Vice-President and the Honorary Secretary.

The Committee shall ensure that the financial records and statements of the Club shall be audited annually by a person or firm of accountants approved to audit the accounts of companies under the Companies Act Cap.50 and appointed at the Annual General Meeting or in the event of the resignation of the auditor between Annual General Meetings, appointed by the Committee.

• A notice stating the time and place of, and the business to be transacted at, any General Meeting shall be posted on the Club Notice Board not less than fourteen clear days before the date of the Meeting and sent out, either by post or electronic means, on the same date to Voting Members; provided that the omission to send the notice to one or more Voting Members shall not invalidate the holding of the Meeting.
• The President of the Club shall be the Chairman of any General Meeting and in his absence the Vice-President shall be Chairman. Should both the President and Vice-President be absent the meeting shall elect a Chairman who shall be a Charter Polo Playing Member. The Chairman of the Meeting shall have a casting vote.
• Only Voting Members whose rights have not been suspended under these Rules shall have the right to be heard and to vote at General Meetings.
• At a General Meeting fifty Voting Members or ten per cent of the Voting Membership, which ever shall be the less, shall form a quorum provided that a minimum of ten shall be Charter Polo Playing Members. If after fifteen minutes from the time appointed for the meeting or if at any time after commencement of the Meeting a quorum is not present, the Meeting, if convened by a requisition of Members, shall be dissolved and, in any other case, shall stand adjourned for a period of 30 minutes and thereafter if a quorum shall not be present those Charter Polo Playing Members present provided they be not less than ten in number shall be a quorum and may transact the business for which the Meeting was called; provided that no business shall be transacted other than the business that was unfinished at the Meeting from which the adjournment took place, and provided further that the Members present shall have no power to alter, repeal or make additions to any of the existing Rules; except if a full quorum is present.
• Except as provided in this Constitution, a Resolution at a General Meeting shall be decided by a majority upon a show of hands except that if before or immediately after putting a Resolution to a vote by a show of hands any member demands a poll, the Resolution shall be decided by a majority of votes cast by secret ballot of those Voting Members present at the Meeting personally or, as provided for in this Constitution, by proxy; provided that a contest for election to a position on the Committee shall automatically be determined by secret ballot. In the event of equal votes being cast for or against any motion the Chairman shall have a casting vote.
• The minutes of any General Meeting shall be posted on the Club Notice Board within one month of the date of that General Meeting. Provided there is no objection to the minutes after being displayed for a minimum period of two weeks, the minutes shall be considered as a fair record of what took place. If any objection is received from any Voting Member, the Chairman shall consider the objection(s) and make any correction he considers necessary. The minutes shall again be posted as a fair record of what took place. In any event the minutes of a General Meeting are to be ratified at the next General Meeting.

General Meetings, as provided for in Rule 36, including Annual General Meetings and Extraordinary General Meetings for which, additionally, the following apply.

Annual General Meetings

a. An Annual General Meeting of the Club shall be held each year in the month of March at such time and place as the Committee shall determine for the following purpose:-

• To confirm the minutes of the previous Annual General Meeting.
• To receive the report of the Committee and to receive and adopt the audited financial statements for the preceding financial year.
• To elect the Committee who shall hold office until the conclusion of the next Annual General Meeting.
• To appoint auditors for the ensuing year.
• To consider and vote upon any resolution (excepting an alteration and/or addition to the Constitution, in which case Rule 40 is applicable) for which notice has been given in writing to the Secretary not less than seven clear days before the date of such meeting, provided that such resolution is not inconsistent with this Constitution.
• To consider and vote upon any nominations for Charter Polo Playing Members received in accordance with Rule 11.

b. Upon receipt of a Notice under Rule 37(a) v or 37(f), the Secretary shall send as soon as possible, either by post or electronic means, a copy of such notice to each Voting Member and post such notice and details on the Club Notice Board not less than five clear days before the meeting. If such notice has been received by the Secretary before the Notice of the Annual General Meeting has been posted or issued electronically by him, he shall include such notice(s) in the Notice of the Annual General Meeting.

c. In the case of an Annual General Meeting, the Notice shall be accompanied by a copy of the Annual Report and audited financial statement, provided that the report and accounts are ready at that time. If not, a copy of the Annual Report and audited financial statement shall be mailed or issued by electronic means to each Voting Member not less than seven clear days of the date of the Meeting; provided that the omission to send these documents to one or more Voting Members shall not invalidate the holding of the Meeting.

d. A contest for election to a position on the Committee shall be determined by secret ballot of those Voting Members present at the Meeting personally or, as provided for in this Constitution, by proxy.

e. Should insufficient nominations for election to the Committee have been received in the manner prescribed by this Constitution, and only in that event nominations for election to any unfilled position in the Committee may be received from the floor at the Annual General Meeting; provided that election of a candidate so nominated shall not affect the composition of the Committee or the pre-requisites for office in a manner inconsistent with this Constitution, and provided further that the candidate shall give his consent to the appointment in writing within fourteen days after the date of the Meeting, failing which his election shall be null and void.

Extraordinary General Meetings

f. The Committee may call an Extraordinary General Meeting of Members when any question of urgent importance shall arise, and shall be bound to do so upon receiving a requisition signed by fifty Voting Members or ten per cent of the Voting Membership, whichever may be the less, and the requisition shall state the purpose for which the Meeting is to be called. The Extraordinary General Meeting so requisitioned shall be convened not later than thirty (30) days from the date of receipt of such requisition.

g. If the Committee does not within thirty (30) days after the date of the receipt of the written request, convene the requisitioned Extraordinary General Meeting, the members who requisitioned for the Extraordinary General Meeting may convene the Extraordinary General Meeting by giving fourteen (14) clear days notice to Voting Members setting forth the business to be transacted and on the same date posting the agenda on the Club Notice board.

Every Charter Member, Charter Polo Playing Member, Regular Individual Member, Charter Corporate Nominee, Regular Corporate Nominee and Patron (who is qualified under this Constitution) shall have one vote, every Term Member shall have one tenth (1/10th) of a vote and every Clubhouse Member shall have one twentieth (1/20th) of a vote on any Resolution put to a General meeting except that a Charter Polo Playing Member (including a Patron who under this Constitution retains the rights and privileges of a Charter Polo Playing Member) shall have ten votes and a Regular Individual Member and Regular Corporate Nominee one tenth (1/10th) of a vote in a poll on any resolution covering:

• The election of Members of the Committee and the election of Honorary Life Members.
• Any change or addition to the Constitution.
• The dissolution of the Club.
• The playing of Polo or facilities provided for the playing of the game of Polo.
• Any matter concerning the general riding activities (including Polo) of the Club; including the costs charged therefor.
• Any Resolutions covering the manner in which any subsidy or any other financial assistance received from the Singapore Turf Club, or any other source shall be applied.

The decision as to what constitutes (a) to (f) above shall be at the sole discretion of the Committee.

• A Charter Polo Playing Member (including a Patron who, under this Constitution, retains the rights and privileges of a Charter Polo Playing Member) who is absent from the Republic of Singapore at the time of a General Meeting, may issue a proxy.
• A Proxy issued under this Rule shall be valid only if:-
  • The instrument appointing the proxy shall be delivered to the Secretary not less than twenty-four hours before the scheduled time of commencement of the Meeting for which the person named in such instrument has been appointed.
  • The proxy shall be a Voting Member.
  • The instrument appointing the proxy shall be in the following form, or a form close thereto;-

    The Secretary

     

    The Singapore Polo Club

     

    I (name of Member) of (Address of Member) being a Charter Polo Playing member of Singapore Polo Club hereby appoint (name of proxy) of (address of proxy) who is a Member of the Singapore Polo Club as my proxy to be heard and/or to vote on my behalf at the (Annual/Extra-Ordinary) General Meeting of the Club to be held on the day of 20 as I will be absent from the Republic on that date.

     

    Signature

     

    Date:

• The presence at the General Meeting of a member who has issued a proxy shall “ipso facto” invalidate the proxy as from, but not before, the time of arrival of the Member at the Meeting.
• An invalid proxy vote shall invalidate any motion in respect of which it is voted if the result of the vote including the invalid proxy would change the outcome of the vote.

• No alterations or additions to the Constitution of the Club shall be made except at a General Meeting after at least 14 days’ clear notice of such alterations and additions have been given to members eligible to vote by circular and details posted in the Clubhouse for the same period, in accordance with Rule 36 (a)
• No alterations or additions to the Constitution of the Club shall be valid unless they are:-
  • approved by a majority of not less than two-thirds of the votes cast by Charter Polo Playing Members present personally or by proxy; and
  • also approved by a majority of not less than two-thirds of the overall votes cast by all Voting Members present personally or by proxy (including Charter Polo Playing Members); and
  • filed with and approved in writing by the Registrar of Societies.

Horses and ponies may be kept on the Club premises either at livery or by arrangements determined by the Committee on such terms and conditions that the Committee may decide. The terms and conditions of livery, which shall be set out in the By-Laws of the Club, and the terms and conditions of any other arrangements decided upon by the Committee, shall be a contract between the Member concerned and the Club.

The Committee shall be the sole judge as to whether or not a horse may be brought into or kept at the Club for any purpose.

The Committee shall also be the sole judge as to whether or not a horse may continue to be stabled at the Club premises and furthermore may rule, in its sole discretion, that any horse be removed from the Club for whatever reason.

The Committee shall be empowered to set any additional livery charge it sees fit over and above the regular or previous livery for any horse stabled at the Club premises that is under due notice to be removed from the Club or fails in any way to meet any requirements laid down from time to time by the Committee.

Insofar as they are not inconsistent with local conditions, as determined by the Committee, the Regulations governing the game of Polo shall be those laid down by the Hurlingham Polo Association.

The Polo Captain shall, subject to the Committee’s direction, control the play on practice days and generally shall have the management of the play, of ponies and of players on the field and shall be responsible for the enforcement of all Rules and By-Laws governing the game of Polo.

No Member shall remove Club property or permit such property to be taken away from the Club premises under any pretext whatsoever except with the written permission of the Committee.

The Committee may at any time allow any part of the Club buildings to be used for a Function Night by any Member subject to such conditions as the Committee may prescribe, in which event the requirements and restrictions under Rule 13, restricting the visit of a guest to one occasion a month shall not apply.

• Any Notice required to be dispatched to Members under this Constitution shall be properly dispatched if handed to the addressee personally or if posted to him at his address as recorded in the Register of Members.
• No notice paper, or placard shall be put up in the Clubhouse without the sanction of the Committee.
• Notices given by Members or by third parties shall be properly directed if addressed to the Secretary at the registered office as specified in the Constitution. Any notice sent by AR Registered Post shall be for the account of the Member concerned.

If any Member or Guest shall be injured or suffer an accident on the Club premises the following shall apply :

• If the person is an adult and is conscious he will be expected to indicate where he wishes to go for medical attention.
• If the person concerned is a minor or unconscious any adult member of his family who is with him will be expected to indicate where the injured person should go for medical attention failing which any Committee Member or Club official will endeavour to contact the telephone reference given in regard to medical advice in the Member’s particulars in the Register of Members. If no contact can be made or if the information is not available in the said Register, any Committee Member or Club official present will use his discretion in providing for medical treatment on an emergency basis and this treatment will be for the account of the Member concerned or if a Guest, the Member who introduced him.

Any complaint shall be made in writing to the Secretary who, if he is unable to deal with it, shall submit it to the Committee whose decision shall be final. In no instance shall a servant of the Club be reprimanded directly by a Member other than by a member of the Committee or of a Sub-Committee in connection with a matter within the terms of reference of the Sub-Committee.

• Neither the Club nor any officer, employee or servant thereof shall be liable to any Member or Guest of a Member for any loss of and/or damage to any property due to and/or arising out of any cause whatsoever whilst entering into, being upon, or leaving the Club’s premises nor for any death or injury sustained from whatsoever cause by any Member or Guest of a Member whilst entering into, being upon, or leaving the Club’s premises or whilst riding into, upon, about or away from the Club’s premises any horse or pony kept upon or about the premises of the Club or admitted to the Club’s premises on a temporary basis notwithstanding that such horse or pony may be owned by the Club or privately owned and further notwithstanding such loss and/or damage in property and or such death or injury is sustained or occurs by reason of any negligence and/or default on the part of the Club or any Member, Officer or servant thereof.
• An application for membership of any category or for Guest facilities shall be an undertaking on the part of the applicant to refrain in the event of membership etc., being granted or rejected from taking action against the Club for any compensation or damages.

• Gambling of any kind, the playing of mahjong or pakow whether for stakes or not are forbidden on the Club premises. The introduction of materials for gambling or drug taking and persons of bad character into the premises is prohibited.

  However, with the prior written approval of the relevant authorities and the Registrar of Societies, the Club may :

  • Install and allow Members to use fruit machines.
  • Conduct tombola or bingo sessions provided the conduct of such activities does not in any way cause annoyance and irritation to other Members of the Club and provided that sufficient safeguards or restrictions are incorporated into the By-Laws.
  • The funds of the Club shall not be used to pay the fines of Members who have been convicted in court.
  • The Club shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.
  • The Club shall not hold any lottery, whether confined to its Members or not, in the name of the Club or of its office bearers, Committee or Members without complying with The Private Lotteries Act, Cap 250.
  • The Club shall not indulge in any political activity or allow its funds or its premises to be used for political purposes.

• The Club may be dissolved only by a Resolution of Members at an Extra-Ordinary General Meeting convened in accordance with this Constitution; provided that notwithstanding anything contained in this Constitution :
  • The quorum of such a Meeting shall be three-quarters of all the Voting Members who must be present personally.
  • The Resolution proposing Dissolution shall be supported by not less than ninety-five per cent of the votes of those present personally.
  • In the event of the Club being dissolved as provided herein all debts and liabilities legally incurred on behalf of the Club shall be fully discharged then all remaining funds shall be donated to approved charities in Singapore.
  • Notice of Dissolution shall be given to the Registrar of Societies within seven days of the passing of the Resolution for Dissolution.

• The Trustee Group shall administer the Club Reserve Fund
• The Club Reserve Fund or any part thereof, including accrued interest shall not be utilised for any purpose whatsoever unless specifically approved at a General Meeting of the Club by both (i) and (ii) below:
  • a majority of not less than two-thirds of the votes cast by Charter Polo Playing Members present personally or by proxy
  • a majority of not less than two-thirds of the overall votes cast by all Voting Members present personally or by proxy (including Charter Polo Playing Members).