Singapore legislation
Section 20
Section 20
Alteration of constitution
(1)
Unless otherwise provided in this Act (including the Companies Act 1967 as applied by this Act), the constitution of a VCC may not be altered unless the alteration has been approved —
by ordinary resolution, or by a resolution passed by such majority of the members as may be prescribed; or
if the constitution so requires, by a resolution passed by a majority specified in the constitution of the votes cast by the members of the VCC who are entitled to vote on the resolution and who vote in person or by proxy at a general meeting of the VCC.
(2)
Subsection (1) does not apply to an alteration of any of the following in the constitution of a VCC, if (and only if) the constitution provides that the directors of the VCC may so alter the constitution without the approval of its members:
an alteration for the purpose of forming a sub‑fund;
an alteration to reflect any appointment or change of the manager of the VCC;
an alteration that does not prejudice the interests of any member, and does not release to any material extent the manager or any director from any responsibility to the members;
an alteration that is necessary for the purpose of complying with any order of court, law, direction of a public authority, code of conduct or other quasi‑legislation;
the removal of an obsolete provision or the correction of any manifest error.
(3)
Subject to this Act, any alteration to the constitution under subsection (1) is treated as part of the original constitution starting on the date of the resolution approving the alteration or such later date as may be specified in the resolution.
(4)
Subject to section 5, section 26(2), (2A), (3), (5), (6) and (7) of the Companies Act 1967 applies in relation to a resolution, an order of the Court or any other document affecting the constitution of a VCC, as it applies in relation to a resolution, an order of Court or any other document affecting the constitution of a company.
(5)
The VCC must, within 14 days after the making of any alteration under subsection (2), lodge with the Registrar —
a copy of the constitution as altered; and
any documentary evidence of the directors’ decision to make the alteration.
(6)
If default is made in complying with subsection (5), the VCC and every officer of the VCC who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.