PART II
ESTABLISHMENT, INCORPORATION AND CONSTITUTION OF BOARD
Establishment and incorporation of Singapore Examinations and Assessment Board
3.  There is hereby established a body to be known as the Singapore Examinations and Assessment Board which shall be a body corporate with perpetual succession and shall, by that name, be capable of —
(a)suing and being sued;
(b)acquiring, owning, holding and developing, or disposing of property, both movable and immovable; and
(c)doing and suffering such other acts or things as bodies corporate may lawfully do and suffer.
Common seal
4.—(1)  The Board shall have a common seal and such seal may from time to time be broken, changed, altered or made anew as the Board thinks fit.
(2)  All deeds and other documents requiring the seal of the Board shall be sealed with the common seal of the Board.
(3)  All instruments to which the common seal is affixed shall be signed by any 2 members generally or specially authorised by the Board for the purpose or by one member and the chief executive.
(4)  The Board may, by resolution or otherwise in writing, appoint any officer of the Board or any other agent either generally or in any particular case to execute or sign on behalf of the Board any agreement or other instrument not under seal in relation to any matter coming within the powers of the Board.
(5)  All courts, judges and persons acting judicially shall take judicial notice of the common seal of the Board affixed to any document and shall presume that it was duly affixed.
Membership of Board
5.—(1)  The Board shall consist of —
(a)a Chairman; and
(b)not less than 6 but not more than 9 other members,
all of whom shall be appointed by the Minister.
(2)  The Minister may appoint the chief executive to be a member.
Chairman may delegate functions
6.  The Chairman may, in writing, authorise any member to exercise any power or perform any function conferred on the Chairman by or under this Act.
Term of office of members
7.—(1)  A member shall hold office on such conditions and for such term, not exceeding 3 years, as the Minister shall specify in his appointment, and may from time to time be re-appointed.
(2)  Any member may, at any time, by notice in writing to the Minister resign from his office.
(3)  The Minister may, at any time, revoke the appointment of any member without assigning any reason.
(4)  If a member dies or resigns or has his appointment revoked, the Minister may appoint any person to fill the vacancy for the residue of the term for which the vacating member was appointed.
(5)  The Board shall pay to the Chairman and other members, out of the funds of the Board, such salaries, fees and allowances as the Minister may, from time to time, determine.
Temporary Chairman, etc.
8.  The Minister may appoint any person to be a temporary Chairman or temporary member during the temporary incapacity from illness or otherwise, or during the temporary absence from Singapore, of the Chairman or any member, as the case may be.
Meetings and proceedings of Board
9.—(1)  At all meetings of the Board, a simple majority of the members shall form a quorum.
(2)  The Chairman shall preside at all meetings of the Board and, in the absence of the Chairman, the members present shall elect one of their number to preside.
(3)  Meetings of the Board shall be held at such times and places as the Chairman may determine.
(4)  All questions arising at any meeting shall be decided by a majority of votes of the members present and voting.
(5)  At any meeting of the Board, the Chairman shall have a deliberative vote and, in the case of an equality of votes, the Chairman or, in his absence, the member presiding shall have a casting vote.
(6)  The validity of any proceedings of the Board shall not be affected by any vacancy amongst its members or by any defect in the appointment of any member.
(7)  Subject to the provisions of this Act, the Board may regulate its own proceedings.
Disclosure of interest by members
10.—(1)  A member who is in any way, directly or indirectly, interested in a transaction or project of the Board shall disclose the nature of his interest at a meeting of the Board.
(2)  The disclosure by a member of his interest shall be recorded in the minutes of the Board and that member shall not take part in any deliberation of the Board with respect to the transaction or project.
(3)  For the purpose of determining whether there is a quorum, a member shall be treated as being present at a meeting notwithstanding that, under subsection (2), he cannot vote or has withdrawn from the meeting.