Saint Andrew’s Mission Hospital Ordinance 1934

This Ordinance may be cited as the Saint Andrew’s Mission Hospital Ordinance 1934.

The persons constituting the present Committee of Management of St. Andrew’s Mission Hospital and the persons who for the time being are members of the Board of Management hereinafter constituted and the persons and firms whose names are with their consent inscribed in the register of members mentioned in section 8 hereof shall forever hereafter be one body corporate and politic by the name of Saint Andrew’s Mission Hospital (hereinafter called “the Corporation”) and by the same name shall have perpetual succession and a common seal with power to break, alter and make anew the said seal from time to time at their will and pleasure and by the same name shall and may sue and be sued in all Courts and in all manner of actions and suits and shall have power to do all other matters and things incidental or appertaining to a body corporate.

The Corporation may acquire, purchase, lease, take, hold and enjoy movable and immovable property of every description and, subject as hereinafter provided, may sell, convey, assign, surrender and yield up, mortgage, demise, re‑assign, transfer or otherwise dispose of any movable or immovable property vested in the Corporation upon such terms as to the Corporation may seem fit.

The said piece of land (being Lot 1325 T.S. III) demised to the Trustees by the said indenture together with the buildings erected thereon (which land and buildings are hereinafter called “the Hospital”) are hereby vested in the Corporation for the residue of the term of 999 years now subsisting therein for the purposes of this Ordinance freed from the trusts declared in the said indenture but subject to the terms and conditions therein contained and all chattels, moneys, bonds, securities and property belonging to Saint Andrew’s Mission Hospital or any trustees on its behalf are hereby vested in the Corporation but as to the bonds or securities specified in the First Schedule hereto upon and for the trusts and purpose more particularly specified in the First Schedule hereto.

The objects and general purposes for which the Corporation is established and incorporated are —

The income of the Corporation shall be applied solely towards the promotion of the objects of the Corporation as set forth in this Ordinance, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profits to the members of the Corporation:Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Corporation or to any member thereof in return for services actually rendered to the Corporation or the payment of interest upon money borrowed from any member of the Corporation, or the payment to the donor of any money or securities or his or her nominee or nominees of any annuity by way of annual interest guaranteed by the Corporation on the amount of such gift during a period not exceeding the life of the donor or such nominee or nominees.

The right of membership is not transferable or transmissible and shall cease upon a member ceasing to be a member by death or otherwise.

Mrs. Charlotte Elizabeth Ferguson-Davie, O.B.E., M.D., who was the founder of the Hospital shall be called the Founder.

Lady Ella Guillemard who since the year 1927 has been a Patron of the Hospital shall be a Patron and other Patrons may be elected from time to time by the Board of Management hereinafter constituted.

The Bishop of Singapore for the time being shall be President of the Corporation and he may from time to time appoint and remove a Vice‑President.

There shall be a Treasurer of the Corporation who may be an honorary or salaried officer. The first Treasurer shall be Richard Vivian Welch and future Treasurers shall be appointed by the Board. The Treasurer may at any time be removed by the Board and he shall perform such functions as shall be assigned to him by the Board.

The Treasurer shall receive subscriptions, donations and legacies to or for the benefit of the Hospital and shall issue receipts for the same.

The name and address of the Treasurer shall be published in the Gazette as soon as possible after his appointment.

There shall be an auditor or auditors of the Corporation. The first auditors shall be Rennie Lowick & Company who shall hold office until the annual meeting to be held in the year 1935. Future auditors shall be appointed with their consent either at a salary or not by the members of the Corporation at the annual meeting in each year and shall hold office for one year. A retiring auditor may be re‑elected, and if a vacancy occurs in the office of auditor between 2 annual meetings a person shall be appointed by the Board to fill the post during the remainder of the year.

There shall be a Chaplain of the Hospital who shall be a clergyman of the Church of England and in priests’ orders and shall be appointed by the Bishop of Singapore and shall perform such religious services and other duties as shall be authorised or directed by the Bishop of Singapore.

The management of the Corporation and of the property and affairs thereof shall be vested in a Board of Management (hereinafter called “the Board”) consisting of the President, the Vice‑President, the Treasurer, 8 nominated members, 2 professional members and at least 7 but not more than 15 elective members.

The nominated members shall be appointed in accordance with the rules in force under this Ordinance, 2 by the Society for the Propagation of the Gospel, 2 by the Singapore Diocesan Association, 2 by the Parochial Church Council of St. Andrew’s Cathedral, one by the Presbyterian Church and one by the Methodist Episcopal Church, and a nominated member shall hold office until his death, resignation or the revocation of his appointment in accordance with the rules.

The following persons shall be the first nominated members, the Reverend Richard Richards and Mrs. Ursula Howard Ker, appointed by the Society for the Propagation of the Gospel, Frank Henry Geake and Gordon Alan Potts by the Singapore Diocesan Association, the Venerable Graham White and Newnham Arthur Worley by the Parochial Church Council of St. Andrew’s Cathedral, the Reverend Stephen Band by the Presbyterian Church, the Reverend Raymond Leroy Archer by the Methodist Episcopal Church.

The professional members of the Board shall be annually elected by the other members of the Board from the Honorary Consultants of the Hospital at the first meeting of the Board after the annual general meeting. Dr. Joseph Sandys English and Dr. John Smith Sloper shall be the first professional members.

The elective members of the Board shall be elected at the annual general meeting of the Corporation from amongst the members of the Corporation but no person shall be eligible for election whilst holding any salaried office under the Corporation. The first elective members of the Board shall be Mrs. Bridget Catherine Handy, Lim Kee Cheok, Christopher Gervase Windle, Lim Teck Kim, Charles Valentine Miles, Dr. Wee Hiap Tock, Miss Alice Florence King, Gordon Henry Bowen, Mrs. Gertrude Lee, Dr. Brian Maurice Johns, Dr. Lim Eng Hae, Mrs. Robina Menzies Thompson, Mrs. Edith Loveridge, Lim Bock Kee and Mrs. Dorothy Mary Roberts.

All elective members of the Board shall hold office till their successors are appointed at the annual general meeting and shall be eligible for re‑election.

Casual vacancies among the elective and professional members of the Board may be filled by the Board.

The medical officers and nursing sisters required for service in the Hospital shall from time to time be appointed by the Bishop from missionary workers selected or approved by the Society for the Propagation of the Gospel and may from time to time be removed by him, and all matters relating to their conditions of service and emoluments shall be determined by the Bishop. They shall nevertheless be subject for the period of their appointment to any general regulations made by the Board for the conduct of the professional duties of the hospital staff:Provided always that the Board may, whenever necessary, with the approval of the Bishop appoint any medical officer or nursing sister to act temporarily until such time as some missionary worker selected or approved by the said Society is available, or with the consent of the said Society may engage any person approved by the Bishop as medical officer or nursing sister for a definite period: Provided that nothing in this Ordinance shall be deemed to exempt any person from the provisions of any Ordinance relating to the registration of medical practitioners, dentists or pharmacists.

Subject to the provisions of the preceding section the Board shall have the entire superintendence and control of the Hospital and of the property and affairs of the Corporation, and shall govern, direct and decide all matters whatsoever connected with the administration of the affairs of the Corporation and the accomplishment of the objects and purposes thereof, and shall have and may exercise all the powers conferred on and vested in the Corporation by this Ordinance, and may make, vary and repeal such standing orders as they may from time to time think fit in relation to any matters within the scope of their authority, including the conduct and transaction of their business, subject nevertheless to the rules in force under this Ordinance.

The Board may delegate all or any of their powers, authorities or discretions to an executive committee consisting of such members of the Board as the Board shall think fit, or may be prescribed by the rules in force under this Ordinance and also may from time to time appoint other committees consisting wholly or partly of members of the Board for any special purposes.

The Board may act notwithstanding any vacancy in its body and all acts done by any meeting of the Board or of a committee of the Board shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of any member or members of the Board attending such meeting, or that they or any of them were disqualified, be as valid as if every person purporting to act as a member of the Board had been duly appointed, and was qualified to be a member of the Board.

A general meeting, to be called the annual general meeting, shall be held annually not later than the month of April in each year and at such meeting a report of all the affairs of the Hospital including the number of in-patients and out-patients treated and a full account of all the receipts and expenditure of the Corporation, together with a balance sheet for the past year, shall be presented by the Board, and there shall be elected the auditor for the ensuing year and elective members of the Board in place of the out‑going members.

The Board may at any time and shall on a requisition signed by not less than 10 members of the Corporation stating the objects of such requisition summon a special meeting of the members of the Corporation to be held not less than 3 weeks and not later than 6 weeks after the receipt of such requisition. If they neglect to do so within 14 days after the receipt of any such requisition, the requisitionists may summon such meeting. The notice convening the meeting shall specify the particular matter or matters to be discussed.

The Board may make rules subject to the approval of the Minister not inconsistent with this Ordinance —

The rules set forth in the Second Schedule hereto shall be the rules of the Corporation until the same shall be repealed or altered in manner hereinafter provided.

The rules or any of them may from time to time be revoked, altered or added to by the Board provided that due notice shall have been given to the members of the Board of the proposed revocation, alteration or addition and that such revocation, alteration or addition is approved by a majority of not less than two‑thirds of the members voting on the question.

No revocation, alteration or addition of the rules set out in the Second Schedule hereto shall come into operation until the same shall have been approved by the Minister and shall have been published in the Gazette.

It shall be lawful for the Board with the sanction of a special general meeting of the members of the Corporation called for the purpose to wind up the affairs of the Corporation in such manner as shall be directed by such special general meeting, or, in default of such direction, as the Board shall think expedient, having due regard to the liabilities of the Corporation for the time being; and on the winding up of the Corporation the investments specified in the First Schedule and any property whatsoever which may remain, after satisfaction of all its debts and liabilities, shall not be paid or distributed amongst the members of the Corporation or any of them, but shall be given and transferred to some missionary association, society or institution of the Church of England within the Diocese of Singapore having objects similar or in part similar to the objects of the Corporation, such association, society or institution to be determined by a majority of three‑fourths of the Board of Management, with the approval of the Society for the Propagation of the Gospel, and in default thereof by the General Division of the High Court.

Nothing in this Ordinance contained shall affect the rights of the Government, all bodies politic and corporate and all others except such as are mentioned in this Ordinance and those claiming by, from or under them.

FIRST SCHEDULESections 4 and 35Particulars of Securities to Hold on Trusts for the Purposes Hereinafter Mentioned(1) $30,000 — Singapore Municipal 5% Loan of 1928 and $12,000 — Singapore Municipal 5% Loan of 1926 representing donations, bequests and subscriptions for the endowment of beds or cots, to be held on trust to apply the income for the maintenance of the object of the respective endowments as specified hereunder:Amount of donation, bequest or subscriptionOrigin of endowment and name of bed or cot endowed$6,000Sum set aside by the Committee of Management of St. Andrew’s Mission Hospital from surplus at the request of the Treasurer (S. J. Vincent) for endowment of Foundation Bed No. 1.$6,000Collected by public subscription as the result of a Flag Day held in 1927, and allocated to the endowment of a bed called C.E. Ferguson-Davie Bed.$6,000Raised by private subscription for the endowment of a bed to be called Ella Guillemard Bed.$6,000Donation by Lady Hyndman Jones for endowment of Hyndman Jones Bed.$12,000Bequest under the will of the late Van der Beck for endowment of Van der Beck Bed No. 1 and Van der Beck Bed No. 2.$2,400Donation by the children of the late Abraham Frankel for endowment of Abraham Frankel Treasure Cot.$3,600Donation by Mrs. Ladds in memory of her late husband Captain Ladds, for many years resident in Singapore, for endowment of Bagot-Hart Cot.________$42,000________ (2) The sum of $2,500 — now represented by $2,500, 5% Municipal Loan of 1926 donated to the St. Andrew’s Mission Hospital by the St. Andrew’s Medical Mission in the year 1923 for the purchase of land as a site for a convalescent home or to be used for the extension or enlargement of the Hospital.

SECOND SCHEDULESections 32 and 34RulesGENERAL MEETINGS OF MEMBERS OF THE CORPORATIONQuorum1. The quorum for a general meeting shall be 10 persons being members or representatives of members of the Corporation.Notice2. An advertisement giving 10 days’ previous notice published in the Gazette and in 2 English and one Chinese daily newspapers published in Singapore shall be sufficient notice of a meeting.Chairman3. The President, or in his absence the Vice-President, shall take the Chair at any general meeting. In the absence of both, some person appointed by the Board shall take the Chair.Votes4. The voting at a general or special meeting shall be by show of hands but 5 members present may demand a poll and if so demanded a poll shall be taken in such manner and at such time and place and either immediately or after an interval or adjournment as the Chairman of the meeting directs.Representative5. A member being a firm, company, corporation or society may authorise a person to act as its representative to attend and vote at a meeting or on a poll and if any question arises whether the person claiming to be such representative is duly authorised the decision of the Chairman of the meeting shall be final. Any partner of a firm may attend and vote personally.Votes on a poll6. On a poll a member may vote by a proxy appointed by an instrument in writing in the usual common form or such form as may be approved by the Chairman of the meeting provided such instrument be delivered to the Chairman of the meeting before the vote is given.Proceedings not invalidated by informality7. The proceedings at any meeting shall not be invalidated by reason of any informality or irregularity in the convening thereof or otherwise, or any want of qualification in any of the persons present or voting thereat.Minutes8. A minute book shall be kept and proper entries made therein of all business transacted at every meeting of the members of the Corporation.BOARD OF MANAGEMENTMeetings of the Board9. The Board may meet for the despatch of business, adjourn, and otherwise regulate their meetings as they may think fit, and 5 members of the Board shall be a quorum. The President or Vice-President or any 3 members of the Board may at any time, and the Secretary shall, upon his or their request in writing, summon a meeting of the Board. Notice of every meeting of the Board, stating the general particulars of all business to be considered at such meeting, shall be sent by post to each member of the Board at least 7 days before such meeting, unless urgent circumstances require shorter notice; but the proceedings of any meeting shall not be invalidated by any irregularity in respect of such notice.President or Vice-President to be Chairman10. At every meeting of the Board the Chair shall be taken by the President, or in his absence by the Vice-President, or in the absence of both by a Chairman to be nominated by the members of the Board present.Medical officer to attend all Board meetings11. It shall be the duty of the medical officer in charge to attend all meetings of the Board.Minutes12. A minute book shall be kept and proper entries made therein of all business transacted at every meeting of the Board.Report to annual general meeting13. The Board shall make a report of their proceedings during the preceding year to the annual general meeting of the Corporation, and shall cause accurate accounts to be kept of all receipts and payments and such accounts shall be made up to 31 December in each year and shall be laid with all proper vouchers before the auditors, so that they may be duly audited one week at least before the annual general meeting.EXECUTIVE COMMITTEEConstitution of Executive Committee14. The Board shall at their first meeting in every year after the annual general meeting appoint an Executive Committee consisting of the President and the Vice‑President and the Treasurer (hereinafter called “the ex officio members”) and not less than 5 or more than 7 other members of the Board.Members to be appointed by the Board15. The Board may from time to time determine which of their members (other than the ex officio members) shall be members of the Executive Committee but so that at least 2 nominated members of the Board and at least 2 elective members of the Board, and one professional member, shall be members of the Executive Committee and subject as aforesaid may from time to time modify, dissolve or reconstitute the Executive Committee and may make such regulations in regard thereto as the Board may think expedient.Powers of Executive Committee16. The Executive Committee shall subject to any regulations from time to time made by the Board be competent to exercise all or any of the powers, authorities and discretions vested in or exercisable by the Board.Meetings of Executive Committee17. The Executive Committee may meet for the despatch of business, adjourn and otherwise regulate their meetings as they may think fit, and until otherwise determined by the Board, 4 shall be a quorum. The Executive Committee may act notwithstanding any vacancy in their body, provided there be a quorum.President or Vice-President to summon meetings18. The President or Vice-President or any 2 members of the Executive Committee may at any time summon a meeting of the Executive Committee.Medical officer to attend all Executive Committee meetings19. It shall be the duty of the medical officer in charge to attend all meetings of the Executive Committee.Other committees20. The Board may at any time appoint such other committees (consisting wholly or partly of members of their own body, or others) as they may think fit, and may prescribe the functions of and delegate any of their powers to any such committee.HONORARY CONSULTANTSHonorary Consultants21. The Board may from time to time invite and appoint any physician, surgeon or other qualified medical practitioner or qualified dentist to act as Honorary Consultant of the Hospital for such period and to perform such duties as the Board shall think fit, and as far as possible there shall always be at least 3 qualified persons acting as Honorary Consultants.MEDICAL COMMITTEEMedical Committee22. The 2 professional members of the Board and the other Honorary Consultants of the Hospital shall constitute a Medical Committee, who shall have power to enquire into any matters of a professional nature relating to the staff of the Hospital, and shall report their findings and recommendations to the Bishop in the case of missionary workers and to the Board in the case of other workers. It shall be the duty of the medical officer in charge to attend all meetings of the Medical Committee.SECRETARYSecretary23. There shall be a Secretary of the Corporation who may be an honorary or salaried officer, and who may or may not be a member of the Board. The first Secretary shall be Mrs. Dorothy Mary Roberts and future Secretaries shall be appointed by the Board. The Secretary shall perform such functions as shall be assigned to him by the Board and may at any time be removed by the Board.REGISTER OF MEMBERS OF THE CORPORATIONRegister of members24. The Treasurer shall keep a register of members and shall enter therein the names and addresses of all members and shall from time to time rectify the register by deleting the names of members who shall from any cause cease to be members.NOMINATED MEMBERS OF BOARD OF MANAGEMENTAppointment of nominated members of the Board25. The appointment or the revocation of the appointment of a nominated member of the Board shall be in writing under the hand of the Appointor or some person duly authorised to sign for the Appointor. Notice in writing of such appointment or revocation shall be given to the Secretary of the Corporation and no appointment or revocation shall take effect until such notice is given.COMMON SEALUse of common seal26. The Board shall procure a common seal and shall provide for the safe custody thereof and the common seal shall not be affixed to any instrument except by the authority of a resolution of the Board or the Executive Committee and in the presence of at least 2 members of the Board and of the Secretary or some other person as the Board or the Executive Committee may appoint and these 2 members and the Secretary or other person aforesaid shall sign every instrument to which the common seal is so affixed in their presence.