Statute Details
- Title: Legal Profession (General Meetings) By-laws
- Act Code: LPA1966-BY1
- Type: Subsidiary legislation (SL)
- Authorising Act: Legal Profession Act (Cap. 161), section 70
- Current status: Current version as at 27 Mar 2026
- Legislative history (key amendments):
- 15 Oct 2018: Amended by S 691/2018
- 31 May 2010: Revised edition (2010 RevEd)
- 23 Jul 2004: Amended by S 442/2004
- 25 Mar 1992: Revised edition (1990 RevEd)
- Original citation: G.N. No. S 14/1976
- Key provisions (from extract): By-laws 2–17 (notably By-law 5, By-law 16, By-law 17)
What Is This Legislation About?
The Legal Profession (General Meetings) By-laws set out the procedural rules for how the Law Society of Singapore conducts its general meetings. In practical terms, the By-laws govern the “how” of decision-making: how members are notified, what constitutes a quorum, who chairs, how motions are proposed and debated, and how minutes are recorded and circulated.
Although the By-laws are procedural, they are legally significant. General meetings are where members may consider business, adopt resolutions, and approve reports and accounts (particularly at annual general meetings). If the meeting is not convened or conducted in accordance with the By-laws, there is a risk that decisions could be challenged. The By-laws therefore aim to provide a clear, predictable framework that supports valid governance and fair participation by members.
The scope of the By-laws is limited to general meetings of the Society. They do not attempt to regulate the substantive content of resolutions. Instead, they focus on meeting mechanics—notice, voting-related debate rules, amendments, closure, adjournment, and post-meeting documentation.
What Are the Key Provisions?
Notice of general meetings (By-law 2): The Secretary of the Law Society must give written notice by circular to every member of the Society present in Singapore at least 10 days before the meeting. The notice must specify the time, date, place, and the business to be transacted. This is the baseline requirement for ensuring members can prepare and attend.
For annual general meetings, the notice must be accompanied by the report and accounts referred to in section 67(3) of the Legal Profession Act. Importantly, the 2018 amendments modernised the notice regime by allowing electronic communications. The report and accounts may be given using electronic communications to the member’s current address designated or notified for this purpose.
There is also a “website access” mechanism. Where the documents are published on the Society’s website and remain accessible to the member throughout a period beginning at least 14 days before the meeting and ending with the conclusion of the meeting, and the member is notified at least 14 days before the meeting of the publication, the website address, and where/how to access the documents, the documents are treated as given or sent by electronic communications. The By-laws also include a safeguard: proceedings are not invalidated if the documents were accessible for only part of the period, provided the failure is wholly attributable to circumstances where it would not be reasonable to have expected the Society to prevent or avoid.
Quorum and adjournment (By-law 3): For general meetings other than annual general meetings, 50 practitioner members personally present constitute a quorum. If a quorum is not present within half an hour from the appointed time, the meeting stands adjourned to the same day of the following week at the same time and place (or such other time/place as the President determines). At the adjourned meeting, members present within half an hour form the quorum. This structure reduces the risk of meetings being indefinitely stalled due to attendance issues.
By-law 3(2) provides that no alterations to the agenda may be made during the postponement period. This protects members from being surprised by new business after the meeting has been adjourned. By-law 3(3) requires that notice of the adjourned meeting be given to all members at least 5 days prior to the meeting.
Chairman (By-law 4): The President of the Society is the chairman of any general meeting. If the President is absent, the Vice-President chairs. If both are absent, the meeting elects a chairman from among members present. This ensures continuity of authority and prevents procedural uncertainty.
Notice of motions and amendment rules (By-laws 5–9): By-law 5 establishes a two-stage notice process for motions. Unless the general meeting otherwise decides, notice of all motions to be discussed must be given to the Secretary at least 10 days before the meeting, and the Secretary must then give notice of the motion to all members at least 5 days before the meeting. This is a key fairness mechanism: it gives members time to consider proposals before debate.
By-law 6 requires that every motion have a proposer and a seconder, and it prohibits discussion until the motion is seconded. By-law 7 provides the basic debate sequence: once moved and seconded, the proposer may speak, after which the motion is open for discussion and amendment.
By-law 8 governs amendments: an amendment must be moved and seconded and is discussed in accordance with By-law 7. By-law 9 allows the chairman to require that the proposer submit the motion or amendment in writing. This can be important for clarity where complex resolutions are proposed.
Speaking rights, closure, and procedural control (By-laws 10–14): By-law 10 limits speaking: except with the chairman’s permission, no member may speak more than once on any question. The mover of an original motion has a right of reply at the close of debate on the motion; similarly, the mover of an amendment may reply at the close of debate on the amendment. Once the question has been put from the chair, no further discussion is allowed.
By-law 11 clarifies that a member moving a motion or amendment is deemed to have spoken on it. A seconder who does not speak at the time may reserve the right to speak later. This balances procedural participation with flexibility for members who may wish to contribute after hearing the debate.
By-law 12 introduces a closure mechanism: a member who has not already participated in the debate may move “That the question be now put” at any time, even if another speaker has the floor. The chairman has absolute discretion to accept or refuse the motion. If accepted, the question is put without amendment or debate. The chairman may also put the question on their own volition if satisfied that adequate discussion has taken place. If an amendment is before the chair, the closure motion is deemed to close the debate on the amendment only. The mover retains the right of reply.
By-law 13 restricts withdrawal: a motion or amendment before the chair cannot be withdrawn except with the chairman’s leave. By-law 14 allows a member to move “That the debate (or meeting) be now adjourned”. Such a motion is open for discussion, but amendments are confined to time or place only. The adjournment motion takes precedence over other business except points of order.
Saving clause and customary procedure (By-laws 15–16): By-law 15 is a “validity saving” provision. Subject to the By-laws, a decision made by a validly constituted meeting is not void merely because there was a departure from the By-laws that was not detected until after the decision. This reduces the likelihood of technical procedural breaches undermining substantive outcomes, provided the meeting was validly constituted.
By-law 16 addresses gaps: any matters not dealt with in these By-laws are governed by the customary procedure at meetings. This is a practical catch-all that allows the chairman to manage unforeseen procedural issues using established meeting practice.
Minutes and circulation (By-law 17): The Secretary must record the minutes of a general meeting and circulate copies to all members within 30 days of the meeting date. This ensures transparency and provides an official record for members and, where relevant, for any subsequent governance or compliance needs.
How Is This Legislation Structured?
The By-laws are structured as a short set of numbered provisions (By-laws 1 to 17). They begin with citation (By-law 1), then proceed in a logical sequence: notice of meetings (By-law 2), quorum and adjournment (By-law 3), chairmanship (By-law 4), motion notice and debate mechanics (By-laws 5–14), and finally procedural safeguards and administrative follow-through (By-laws 15–17).
Notably, the By-laws do not contain “Parts” or “Schedules” in the extract; instead, they operate as a compact procedural code. For practitioners, this means the operative rules are concentrated and can be read as a single procedural framework rather than a multi-part regulatory regime.
Who Does This Legislation Apply To?
The By-laws apply to general meetings of the Law Society of Singapore. They bind the Society’s officers (particularly the Secretary and the President/Vice-President/chairman) and govern the conduct of meetings involving the Society’s members.
In terms of membership participation, the quorum requirement in By-law 3 is framed around practitioner members personally present. The notice provisions in By-law 2 are directed to members of the Society present in Singapore at the time notice is given, and the annual general meeting documentation regime includes both electronic communications and website-access treatment, subject to the notice conditions described.
Why Is This Legislation Important?
For lawyers advising the Law Society or members attending general meetings, these By-laws are important because they directly affect the validity and defensibility of meeting decisions. Procedural fairness—especially around notice of motions, quorum, and speaking rights—helps ensure that members have a meaningful opportunity to participate and that resolutions are adopted through a legitimate process.
The By-laws also provide practical governance tools. The quorum and adjournment rules in By-law 3 reduce the risk of meetings failing due to attendance issues, while the agenda non-alteration rule during postponement protects members from unexpected changes. The motion and amendment framework (By-laws 5–9) clarifies how proposals must be introduced and debated, and the closure and adjournment provisions (By-laws 12 and 14) give the chairman mechanisms to manage time and debate effectively.
From an enforcement and dispute-prevention perspective, the saving clause in By-law 15 is particularly relevant. It signals that not every procedural misstep will invalidate a decision, provided the meeting was validly constituted and the departure was not detected until after the decision. This can be crucial in real-world scenarios where minor procedural irregularities are discovered later.
Finally, the minutes requirement (By-law 17) supports accountability and record-keeping. Timely circulation within 30 days helps members verify what was decided and provides an evidential basis if meeting outcomes are later questioned.
Related Legislation
- Legal Profession Act (Cap. 161) — in particular section 70 (authorising power for these By-laws) and section 67(3) (annual general meeting report and accounts referenced in By-law 2(3))
Source Documents
This article provides an overview of the Legal Profession (General Meetings) By-laws for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.