FIRST SCHEDULE
Section 5.
Constitution and Proceedings of the Corporation
Constitution of Corporation
1.—(1)  The Corporation shall consist of —
(a)a Chairman;
(b)the chief executive; and
(c)such number of other members, not being less than 5 or more than 7, as the Minister may from time to time determine.
(2)  The Chairman and other members of the Corporation shall be appointed by the Minister.
Appointment of Deputy Chairman
2.—(1)  The Minister may in his discretion appoint any of the members of the Corporation to be the Deputy Chairman of the Corporation.
(2)  The Deputy Chairman so appointed may, subject to such direction as may be given by the Chairman, exercise all or any of the powers exercisable by the Chairman under this Act.
Tenure of office of members of Corporation
3.  A member of the Corporation shall hold office on such conditions and for such term, not exceeding 3 years, as the Minister may determine and shall be eligible for reappointment.
Temporary members
4.  The Minister may appoint any person to be a temporary member of the Corporation during the temporary incapacity from illness or otherwise, or during the temporary absence from Singapore, of any member.
Temporary Chairman or Deputy Chairman
5.  The Minister may appoint any member of the Corporation to be a temporary Chairman or temporary Deputy Chairman during the temporary incapacity from illness or otherwise, or during the temporary absence from Singapore, of the Chairman or Deputy Chairman, as the case may be.
Revocation of appointment
6.  If at any time it appears to the Minister that removal from office of all or any of the members of the Corporation is necessary in the interests of the effective and economical performance of the functions of the Corporation under this Act, or in the public interest, the Minister may remove from office all or so many of those members of the Corporation as he considers necessary in such interests.
Resignation
7.  A member of the Corporation may resign his office at any time by giving not less than one month’s notice to the Minister.
Chairman may delegate function
8.  The Chairman may, in writing, authorise any member of the Corporation to exercise any power or perform any function conferred on the Chairman by this Act.
Vacation of office
9.  The seat of a member of the Corporation shall become vacant —
(a)on his death;
(b)if he, without sufficient cause (the sufficiency thereof to be decided by the Corporation) fails to attend 3 consecutive meetings of the Corporation;
(c)if he becomes in any manner disqualified for membership of the Corporation;
(d)if he resigns his seat; or
(e)if his appointment is revoked.
Filling of vacancies
10.  If a vacancy occurs in the membership of the Corporation, the Minister may, subject to paragraph 1, appoint any person to fill the vacancy and the person so appointed shall hold office for so long as the member in whose place he is appointed would have held office.
Leave of absence
11.  The Minister may grant to the Chairman or any other member of the Corporation such leave of absence as the Minister may think fit.
Disqualification from membership
12.  No person shall be eligible to be appointed or to remain a member of the Corporation who —
(a)is an undischarged bankrupt or has made any arrangement with his creditors;
(b)is incapacitated by physical or mental illness; or
(c)is otherwise unable or unfit to discharge the functions of a member.
Members of Corporation to dispose of interest in any postal or telecommunication enterprise
13.—(1)  Every person appointed to be a member of the Corporation shall, within 3 months after his appointment, sell or dispose of all his shares in any postal or telecommunication enterprise which at the time of his appointment he owns or has an interest in for his own benefit, and it shall not be lawful for any member of the Corporation, whilst he holds office as such, to purchase or acquire an interest in, for his own benefit, any shares in any postal or telecommunication enterprise, and if any member of the Corporation becomes entitled, for his own benefit under any will or succession, to any shares in any postal or telecommunication enterprise, he shall sell or dispose of the same within 3 months after he has become entitled thereto.
(2)  The Minister may waive the requirements of sub-paragraph (1) in any specific case.
(3)  Any member of the Corporation who purchases, takes or retains an interest in any postal or telecommunication enterprise in contravention of this paragraph shall be disqualified from, and be deemed thereupon to have vacated, his office as a member, and the Chairman shall cause an entry to that effect to be made in the minutes of the Corporation as soon as practicable after the fact of any such contravention comes to his knowledge and shall cause a notification of the vacation of office to be published in the Gazette.
(4)  The fact of any person disqualified under this paragraph having sat on or taken part in any proceedings of the Corporation before the entry as aforesaid has been made in the minutes shall not invalidate any resolution or proceeding of the Corporation.
(5)  In this paragraph “shares in any postal or telecommunication enterprise” means any stock, shares, debentures, debenture stock, bonus or other securities of any company engaged in providing any information communication service, or in the installation, sale or manufacture of any postal or telecommunication equipment, and includes any share or interest in any unincorporated undertaking similarly engaged.
Disclosure of interest by members
14.—(1)  If a member of the Corporation has a pecuniary interest, direct or indirect, in any contract, proposed contract or other matter which is before any meeting of the Corporation, he shall at that meeting declare the nature of his interest and shall not take part in the consideration or discussion of, or vote on any question with respect to that contract or other matter, and if the Chairman or the person presiding at that meeting so directs, he shall withdraw from the meeting during the consideration or discussion.
(2)  For the purpose of determining whether there is a quorum, a member shall be treated as being present at a meeting notwithstanding that, under this paragraph, he cannot vote or has withdrawn from the meeting.
Sealing of documents
15.—(1)  All deeds, documents and other instruments requiring the seal of the Corporation shall be sealed with the common seal of the Corporation in the presence of any two officers of the Corporation duly authorised by the Corporation to act in that behalf and shall be signed by those officers and such signing shall be sufficient evidence that the common seal of the Corporation has been duly and properly affixed and that the seal is the lawful common seal of the Corporation.
(2)  The Corporation may by resolution or otherwise appoint an officer of the Corporation or any other agent, either generally or in a particular case, to execute or sign on behalf of the Corporation any agreement or other instrument not under seal in relation to any matter coming within the powers of the Corporation.
(3)  Section 12 of the Registration of Deeds Act [Cap. 269] shall not apply to any instrument purporting to have been executed under sub-paragraph (1).
Salaries and fees payable to members of Corporation
16.  There shall be paid to the members of the Corporation, out of the funds of the Corporation, such salaries, fees and allowances as the Minister may from time to time determine.
Quorum
17.—(1)  The Corporation shall ordinarily meet for the despatch of business at such times and places as the Chairman may from time to time appoint.
(2)  The quorum at every meeting of the Corporation shall consist of 5 members.
(3)  A decision at a meeting of the Corporation shall be adopted by a simple majority of the members present and voting except that in the case of an equality of votes the Chairman of the meeting shall have a casting vote.
(4)  Where not less than 4 members of the Corporation request the Chairman by notice in writing signed by them to convene a meeting of the Corporation for any purpose specified in the notice, the Chairman shall, within 7 days from the receipt of the notice, convene a meeting for that purpose.
Vacancies
18.  The Corporation may act notwithstanding any vacancy in its membership.
Procedure at meetings
19.  Subject to this Act, the Corporation may make rules regulating its own procedure generally and, in particular, regarding the holding of meetings, the notice to be given of such meetings, the proceedings thereat, the keeping of minutes, the custody, production and inspection of such minutes, and the opening, keeping, closing and auditing of accounts.
Appointment of committees and delegation of powers
20.—(1)  The Corporation may, in its discretion, appoint from among its own members or other persons who are not members of the Corporation such number of committees as it thinks fit consisting of members or other persons or members and other persons for purposes which, in the opinion of the Corporation, would be better regulated and managed by means of such committees.
(2)  The Corporation may, subject to such conditions or restrictions as it thinks fit, delegate to any such committee or the Chairman or the chief executive, all or any of the powers, functions and duties by this Act vested in the Corporation, and a power, function or duty so delegated may be exercised or performed by such committee or the Chairman or the chief executive, as the case may be, in the name and on behalf of the Corporation.
(3)  The Corporation may, subject to such conditions or restrictions as it thinks fit, delegate to any officer or employee thereof all or any of its powers, functions and duties by this Act vested in the Corporation; and any power, function or duty so delegated may be exercised or performed by the officer or employee in the name and on behalf of the Corporation.
(4)  The Corporation may continue to exercise a power conferred upon it, or perform a function or duty under this Act, notwithstanding the delegation of the power, function or duty under this paragraph.