THE COMPANIES ORDINANCE
(CHAPTER 32)
____________________________
Company Limited by Guarantee
And Not Having a Share
Capital
____________________________
MEMORANDUM OF ASSOCIATION
of
Hong Kong Adult Blood Cancer
Group Limited
(心血會有限公司)
____________________________
1. The
name of the Company is "Hong Kong Adult Blood Cancer Group Limited (心血會有限公司)", hereinafter referred as the “Association”.
2. The
Registered Office of the Association will be situate in the Hong Kong Special
Administrative Region of The People’s Republic of China (“the HKSAR”).
3. The objects for which the Association is established are:-
(a)
To take
over the assets and liabilities of Hong Kong Adult Blood Cancer Group (心血會).
(b)
To promote,
encourage and educate the public in elevating their knowledge about the causes
and treatment of blood cancers such as leukemia and lymphoma
(“the illnesses”) and their awareness of the problems faced by patients suffering from the illnesses.
(c)
To propose to and encourage government and the relevant
authorities for providing better medical care for patients of the illnesses.
(d)
To
promote, encourage and support policies and strategies that enhance the
knowledge and concern of government, the relevant authorities and the public
for patients of the illnesses.
(e)
To
promote, encourage and support the provision of a caring environment for
patients suffering from the illnesses.
(f)
To
encourage and assist academic research into and campaigns in relation to the
illnesses.
(g)
To
assist patients suffering from the illnesses and their family members in
understanding the treatment of the illnesses.
(h)
To
foster communication between patients of the illnesses and their families.
(i)
To
promote and develop the spirit of mutual support among patients suffering from the illnesses.
(j)
To
organize, plan, formulate, promote and implement any programme, activity or
scheme in furtherance of the objects of the Association.
(k)
To
publicize the programmes, activities and schemes of the Association by means of
printing and publishing advertisements, newsletters, books, periodicals,
leaflets or pamphlets and other materials, exhibit and distribute literature,
stationery, or similar items.
(l)
To
establish and support or aid in the establishment and support of charitable
associations and institutions in furtherance of the objects of the Association.
(m) To admit any persons to be members of
the Association on such terms and to confer on them such rights and privileges
in accordance with the regulations of the Association for the time being.
(n) To
solicit, accept, and receive donations, subscriptions, gifts, bequests and
endowments and to hold fund-raising projects for all or any of the purposes
herein provided.
(o) To
make donations to or to support and subscribe to or otherwise aid any charity
or other charitable institutions or charitable objects of a public character in
the HKSAR or elsewhere.
(p) To
purchase, take on lease or in exchange, hire or otherwise acquire any real and
personal estate which may be deemed necessary or convenient for any of the
purposes of the Association and to construct, maintain, and alter any houses,
buildings, or works necessary or convenient for the purposes of the
Association.
(q) To
lend or advance money on market terms upon the security of land for buildings
or upon such other securities or otherwise in such manner for the promotion of
the objects of the Association as may from time to time be determined.
(r) To
invest the money of the Association not immediately required upon such
securities or otherwise in such manner as may from time to time be determined.
(s) To
undertake and execute any trusts the undertaking whereof may seem desirable
either gratuitously or otherwise.
(t) To
do all such other lawful things as are, incidental or conducive to the
attainment of all or any of the objects set out above.
Provided
that: -
(i) In
case the Association shall take or hold any property which may be subject to
any trusts, the Association shall only deal with or invest the same in such
manner as allowed by law, having regard to such trusts.
(ii) The
powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32)
are hereby excluded.
(iii) The
powers of the Association shall not extend to the regulation of relations
between workers and employers or organizations of workers and organizations of
employers.
4. The liability of the members is
limited.
5. Every
member of the Association undertakes to contribute to the assets of the
Association, in the event of its being wound up while he is a member, or within
one year after he ceases to be a member, for payment of the debts and
liabilities of the Association contracted before he ceases to be a member, and
of the costs, charges and expenses of winding up, and for the adjustment of the
rights of the contributories among themselves, such amount as may be required
not exceeding HK$20.
6.
(a) The
income and properties of the Association, howsoever derived, should be applied
solely towards the promotion of the objects of the Association as set forth in
this Memorandum of Association.
(b) Subject
to Sub-clauses (d) and (e) below, no portion of the income and properties of
the Association shall be paid or transferred directly or indirectly, by way of
dividend, bonus, or otherwise howsoever, to the members of the Association.
(c) No
member of the Board of Executives or Governing Body of the Association shall be
appointed to any salaried office of the Association, or any office of the
Association paid by fees and no remuneration or other benefit in money or
money's worth (except as provided in Sub-clause (e) below) shall be given by
the Association to any member of the Board of Executives or Governing body.
(d) Nothing
herein shall prevent the payment, in good faith, by the Association of
reasonable and proper remuneration to any officer or servant of the
Association, or to any member of the Association not being a member of the
Board of Executives or Governing Body of the Association in return for any
service actually rendered to the Association.
(e) Nothing
herein shall prevent the repayment, in good faith, by the Association to any
member of its Board of Executives or Governing Body of out-of-pocket expenses.
7. If
upon the winding up or dissolution of the Association there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the
same shall not be paid to or distributed among the members of the Association,
but shall be given or transferred to some other institution or institutions,
having objects similar to the objects of the Association, and which shall
prohibit the distribution of its or their income and property amongst its or
their members to an extent at least as great as is imposed on the Association
under or by virtue of Clause 6 hereof, such institution or institutions to be determined
by the members of the Association at or before the time of dissolution and in
default thereof by a Judge of the High Court of the HKSAR having jurisdiction
in regard to charitable funds, and if and so far as effect cannot be given to
the aforesaid provision then to some charitable object.
8. True
accounts shall be kept of the sums of money received and expended by the
Association, and the matters in respect of which such receipt and expenditure
take place, and of the property, credits and liabilities of the Association,
and, subject to any reasonable restrictions as to the time and manner of
inspecting the same which may be imposed in accordance with the regulations of
the Association for the time being, shall be open to the inspection of the members. Once at least in every year, the accounts of
the Association shall be examined and the correctness of the balance sheet
ascertained by one or more Certified Public Accountants.
WE, the several persons whose names, addresses and
descriptions are hereto subscribed, are desirous of being formed into a company
in pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of Subscribers
HO YIN MING (賀賢銘)
<Address hidden>
Student
WONG YUEN CHI (黃遠志)
<Address hidden>
Social Worker
Dated
the 27th day of April 2005.
WITNESS
TO the above signatures:
(Sd.) Ng Kin Yuen
Solicitor, Hong
Kong SAR
THE COMPANIES ORDINANCE (CHAPTER 32)
____________________________
Company Limited by Guarantee
And Not Having a Share Capital
____________________________
ARTICLES OF ASSOCIATION
of
Hong
Kong Adult Blood Cancer Group Limited
(心血會有限公司)
_____________________________
Preliminary
1. In these
Articles:-
(a)
“the Association” means Hong Kong Adult Blood
Cancer Group Limited (心血會有限公司).
(b)
“the illnesses” means blood cancers such as leukemia
and lymphoma.
(c)
"Member" means such person who has been admitted a member
of the Association in accordance with Article 6 hereof.
(d)
"Ordinance" means the Companies Ordinance, Chapter 32.
(e)
“Seal” means the common seal of the Association.
(f)
“Secretary” means any person appointed to perform the duties of the
secretary of the Association.
Expressions
referring to writing shall, unless the contrary intention appears, be construed
as including references to printing, lithography, photography, and other modes
of representing or reproducing words in a visible form.
These
Articles shall be construed with reference to the provisions of the Ordinance
and terms used in these Articles shall be taken as having the same respective
meanings as they have when used in the Ordinance.
Objects
2. The
Association is established for the objects set out in the Memorandum of
Association.
Membership
3. The
number of members which the Association proposes to be registered is unlimited.
4. Subject
to the full discretion of the Board of Executives to the admission of any class
of membership, the members of the Association shall include formal members,
associate members and honorary members.
Qualifications, Rights and Obligations of Members
5. (I) Formal Members
(1)
Qualifications
A person who is suffering or has suffered from the illnesses, including rehabilitated patients, can be
admitted as a formal member.
(2)
Obligations
(a)
He should abide by the Memorandum and Articles of Association and
regulations and by-laws and resolutions of the Association.
(b)
He should promote the objects of the Association.
(c)
He should support the work organized by the Association.
(d)
He should pay the membership fee punctually.
(e)
He should attend general meetings.
(3)
Rights
(a)
He has the right to attend general meetings.
(b)
He has the right to propose, elect, stand for election, vote and
recall at general meetings.
(c)
He has the right to attend the meetings of the Board of Executives
with approval of the Board of Executives.
(II)
Associate Members
(1)
Qualifications
A family member of a person who is suffering or has suffered from the illnesses, other patients who are suffering or have
suffered from cancer and any person who subscribes to the objects of the
Association can be admitted as associate members of the Association provided
that they accept the objects of the Association.
(2)
Obligations
(a)
He should abide by the Memorandum and Articles of Association and
regulations and by-laws and resolutions of the Association.
(b)
He should promote the objects of the Association.
(c)
He should support the work organized by the Association.
(d)
He should pay the membership fee punctually.
(3)
Rights
(a)
He has the right to attend
general meetings but has no right to propose, elect, stand for election, vote
and recall at general meetings.
(b) He
has the right to attend the meetings of the Board of Executives with approval
of the Board of Executives.
(III)
Honorary Members
(1)
Qualifications
Honorary consultants, doctors and other related persons invited by
the Board of Executives can be admitted as honorary members, who are not
required to pay any membership fee.
(2)
Obligations
(a) He
should abide by the Memorandum and Articles of Association and regulations and
by-laws and resolutions of the Association.
(b) He
should promote the objects of the Association.
(c)
He should support the work organized by the Association.
(d)
He should provide advice for the Executives so as to promote the
objects of the Association as and when required.
(3)
Rights
(a) He
has the right to attend general meetings but has no right to propose, elect,
stand for election, vote and recall at general meetings.
(b)
He has the right to attend the meetings of the Board of Executives
with approval of the Board of Executives.
6. When
any person desires to be admitted to membership of the Association, he must
sign and deliver to the Association an application for admission framed in the
form to be approved by the Board of Executives.
No person shall be admitted as a member of the Association unless he is
approved by the Board of Executives whose decision shall be final and conclusive.
7. The
rights and privileges of each and every member shall be personal and shall not
be transferable by his own act or by operation of law. Every member must be willing to help and
share the responsibility of the projects and activities of the Association.
8. Any
member may withdraw from the Association by giving notice in writing to the
Association of his intention to do so, and upon the expiration of the notice,
he shall cease to be a member.
9. Any
person who shall by any means cease to be a member shall nevertheless remain
liable for and shall pay to the Association all moneys (if any) which at the
time of his ceasing to be a member may be due from him to the Association.
10. Every
member shall be bound to further to the best of his ability the objects and
influence of the Association, and shall observe all by-laws of the Association
made pursuant to the powers in that behalf hereinafter contained.
11. Any
member who fails to observe any regulations or by-laws of the Association may
be excluded from the Association by resolution of the Board of Executives in a
meeting in which not less than two-thirds of the total number of the Executives
shall be present. Such member shall be
informed of the meeting by one month's notice, and he may attend the meeting,
but shall not be present at the voting or take part in the proceedings
otherwise than as the Board of Executives may allow.
12. A
member so excluded shall cease to be a member of the Association and all his
rights and privileges in the Association shall be forfeited.
General Meetings
13. The
Association shall in or about April each year hold a general meeting as its
annual general meeting in addition to any other meetings in that year, and
shall specify the meeting, as such in the notices calling it, and not more than
15 months after the holding of the last preceding general meeting. Provided that so long as the Association
holds its first annual general meeting within 18 months of its incorporation,
it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at
such time and place as the Board of Executives shall appoint.
14. All general meetings other than annual general meetings
shall be called extraordinary general meetings.
15. An extraordinary general meeting may be convened by the
Chairman of the Board of Executives or the Chairman of the Committee of
Consultants, and extraordinary general meetings shall also be convened on the
requisition of one half of Executives or one half of the members of the
Committee of Consultants or upon the written request of at least 15 formal
members.
Notice of General Meetings
16. An annual general meeting and a meeting called for the
passing of a special resolution shall be called by 21 days’ notice in writing
at least, and a meeting of the Association other than an annual general meeting
or a meeting for the passing of a special resolution shall be called by 14
days’ notice in writing at least. The
notice shall be exclusive of the day on which it is served or deemed to be served
and of the day for which it is given, and shall specify the place, the day and
the hour of meeting and, in case of special business, the general nature of
that business and shall be given, in manner hereinafter mentioned or in such
other manner, if any, as may be prescribed by the Association in general
meeting, to such persons as are, under the Articles of the Association,
entitled to receive such notices from the Association:
Provided that a meeting of the Association shall, notwithstanding
that it is called by shorter notice than that specified in this Article be
deemed to have been duly called if it is so agreed -
(a) in the case of a meeting called as the annual general
meeting, by all the members entitled to attend and vote at the meeting; and
(b) in the case of any other meeting, by a majority in number
of the members having a right to attend and vote at the meeting, being a
majority together representing not less than 95 per cent of the total voting
rights of all the members entitled to attend and vote at that meeting.
17. The
accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any member shall not invalidate the proceedings at any
meeting.
Proceedings at General Meetings
18.
All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted at an annual
general meeting, with the exception of the consideration of the accounts,
balance sheets, and the reports of the Executives and auditors, the election of
Executives in the place of those retiring and the appointment of, and the
fixing of the remuneration of, the auditors.
19.
No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
business. Save as herein otherwise
provided, 15 formal members present in person shall be a quorum.
20.
If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting shall be dissolved and it shall stand adjourned
to the next 14 days from the date thereof, at the same time and place or to
such other day and at such other time and place as the Executives may
determine, provided that 7 days’ notice in writing shall be sent to such
persons as are, under the Articles of the Association, entitled to receive such
notices from the Association. If at the
adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a quorum.
21.
At any meeting, all motion shall only be passed by half of votes of
the formal members present thereat.
22. The
Chairman of the Board of Executives, or in his absence, any Executive shall
preside as Chairman at every general meeting of the Association.
23. If
there is no Chairman or any Executive, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or if
he is unwilling to act as Chairman, the members present shall choose one of
their formal member to be Chairman.
24. The Chairman may, with the consent of any meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place; when a meeting is adjourned
for 30 days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
25. At any general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded :
(a) by the Chairman; or
(b) at least 2 formal members present in person or by proxy; or
(c) by any formal member or formal members present in person or
by proxy and representing not less than one-tenth of the total voting rights of
all the formal members having the right to vote at the meeting.
Unless a poll be so demanded, a
declaration by the Chairman that a resolution has, on a show of hands, been
carried, or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in the book containing the minutes of proceedings of the
Association shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of, or against, that resolution.
The
demand for a poll may be withdrawn.
26. Except as provided in Article 25, if a poll is duly demanded
it shall be taken in such manner as the Chairman directs, and the result of the
poll shall be deemed to be the resolution of the meeting at which the poll was
demanded.
27. In
the case of an equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting at which the shows of hands take place or at which the
poll is demanded, shall be entitled to a second or casting vote.
28. A
poll demanded on the election of a Chairman, or on a question of adjournment,
shall be taken forthwith. A poll
demanded on any other question shall be taken at such time as the Chairman of
the meeting directs, and any business other than that upon which a poll has
been demanded may be proceeded with pending the taking of the poll.
Votes of Members
29. Each
formal member shall have only one vote (whether on a show of hands or on a
poll).
30. On a poll, votes may be given either
personally or by proxy.
31. The
instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorized in writing. A proxy need not be a member of the
Association.
Election of Executives
32. Election
of Executives shall be held at an annual general meeting.
33. No person other than an Executive retiring at the meeting as
specified under Article 58 shall unless recommended by the Board of Executives
be eligible for election to the office of Executive at the annual general
meeting unless, not less than 30 nor more than 60 days before the date
appointed for the meeting, there shall have been left at the registered office
of the Association notice in writing, signed by a member duly qualified to
attend and vote at the meeting for which such notice is given, of his intention
to propose such person for election, and also notice in writing signed by that
person of his willingness to be elected.
34.
Introduction of the candidates, together with the written notice as
specified under Article 16, shall be sent to the
members of the Association 21 days prior to the date of the annual
general meeting.
35.
A ballot paper shall be distributed to the formal members at the annual general
meeting and shall be collected thereafter.
The ballot papers shall be accounted under the monition of at least one
honorary member.
36.
The 7 candidates with the highest number of votes shall be elected as
Executives. According to the number of
votes, other candidates may be appointed as alternate Executives who will fill
up the vacated office of an Executive.
Executives
37.
The number of the Executives to be elected at the annual general
meeting shall not be more than 7. The
elected Executives may appoint not more than 4 formal or associate members to
join the Board of Executives.
38.
The former Executives shall hand over the work and relevant documents
to the newly elected Executives within 14 days after the end of the annual
general meeting.
39. The
Board of Executives shall convene a meeting within 14 days after the end of the
annual general meeting and shall appoint the Chairman, Vice Chairman
(Internal), Vice Chairman (External) and Treasurer and such other officers as
the Board may, from time to time, think fit.
The name list of the Executives and their respective posts shall be sent
to the members of the Association by post.
40. No salary, remuneration or allowance shall be paid to the
Executives as such but they shall be reimbursed expenses properly incurred by
them in connection with the business of the Association.
41. Members
of the staff of the Association shall be employed on such terms and paid such
remuneration as the Executives shall from time to time determine.
42. The
Board of Executives shall cause minutes to be made in books provided for the purpose:-
(a) of
all appointments of officers made by the Board of Executives;
(b) of
the names of the Executives present at each meeting of the Board of Executives;
(d) of all resolutions and proceedings at all meetings of the
Association, and of the Board of Executives.
43. All
acts done by any meeting of the Board of Executives or by any person acting as
an Executive, shall, notwithstanding that it be afterwards discovered that
there was some defect in the appointment of any such Executives or persons
acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such person had been duly appointed and was qualified to be an
Executive.
Disqualification of Executives
44. The
office of an Executive shall be vacated if that Executive:-
(a) becomes
bankrupt or makes any arrangement or composition with his creditors generally;
or
(b) becomes
prohibited from being an Executive by reason of any disqualification order made
under Part IVA of the Ordinance; or
(c) becomes
of unsound mind; or
(d) resigns
his office by notice in writing to the Association given in accordance with
section 157D(3)(a) of the Ordinance; or
(e) is directly or indirectly interested in any contract with
the Association and, if his interest in the contract is material, fails to
declare the nature of his interest in manner required by section 162 of the
Ordinance; or
(f) is disqualified from membership.
45. Without
limiting the generality of the foregoing, the Board of Executives may, by a
resolution passed to that effect by a three-quarter majority, dismiss any
Executive if and when:-
(a) full and detailed reasons with proof thereof are available
to show that the conduct of that Executive is grossly detrimental or injurious
to the Association or its interest; or
(b)
that Executive is continuously ill or residing abroad or for any
other reasons has been absent in four consecutive meetings of the Board of
Executives provided that on such occasion, the Board of Executives shall first
request the Executive to resign and only if he does not do so will the Board of
Executives remove him from office.
46. The
members in General Meeting may also, by a resolution passed to that effect by a
three-quarter majority, dismiss any Executive or all Executives on any of the
grounds set out in the preceding Article.
Proceedings of Executives
47. The
Executives may meet together for the dispatch of business, adjourn, and
otherwise regulate their meetings, as they think fit, provided that the Board
of Executives shall at least convene a meeting every two months. The Chairman of the Board of Executives may,
and the Secretary on the requisition of half of Executives shall, at any time
summon a meeting of the Executives.
Questions arising at any meeting shall be decided by a majority of
votes, and in case of an equality of votes, the Chairman shall have a second or
casting vote. It shall not be necessary
to give notice of a meeting of Executives to any Executive for the time being
absent from Hong Kong.
48. The
quorum necessary for the transaction of the business of the Board of Executives
should be half of Executives.
49. The
continuing Executives may act notwithstanding any vacancy in their body, but,
if and so long as their number is reduced below the number fixed by or pursuant
to the regulations of the Association as the necessary quorum of Executives,
the continuing Executives may act for the purpose of increasing the number of
Executives to that number, or of summoning a general meeting, but for no other
purpose.
50. The
Board of Executives may elect a Chairman of their meetings and determine the
period for which he is to hold office, provided that the Chairman of the Board
of Executives shall not hold office for three consecutive years. If no Chairman is elected, or if at any
meeting the Chairman is not present
within fifteen minutes after the time appointed for holding the same, the
Executives present may choose one of their members to be Chairman of the
meeting.
51. A
resolution in writing signed by all the Executives for the time being shall be
as valid and effectual as a resolution duly passed at a meeting of the
Executives duly convened and held, notwithstanding that such signings may take
place at different times or places.
52. An
Executive, notwithstanding his interest, shall be counted in a quorum present
at any meeting in respect to any contract or arrangement in which he has a
financial interest but shall not vote.
Power and Duties of Executives
53. The business and
affairs of the Association shall be managed by the Board of Executives, who may
pay all expenses incurred in promoting and registering the Association and may
exercise all such powers of the Association as are not, by the Ordinance or by
these Articles, required to be exercised by the Association in general meeting,
subject nevertheless to the provisions of the Ordinance or these Articles and
to such regulations, being not inconsistent with the aforesaid provisions, as
may be prescribed by the Association in general meeting; but no regulation made
by the Association in general meeting shall invalidate any prior act of the
Board of Executives which would have been valid if that regulation had not been
made.
54. Without
prejudice to the general powers conferred by the preceding Article and the other
powers conferred by these Articles, it is hereby expressly declared that the
Board of Executives shall have the following powers, that is to say, power:-
(a)
To carry out the resolutions passed at an annual general meeting or
an extraordinary meeting.
(b)
To manage the day to day business of the Association.
(c)
To prepare budget and manage the accounts and all financial matters
of the Association.
(d)
To plan for the development of business of the Association.
(e)
To accept and grant membership of the Association in accordance with
the provisions of the Articles of Association.
(f) To design and implement the various activities and projects of the
Association pertaining to achieving the objects of the Association.
(g) To make suggestion to and report the business and financial
conditions of the Association at the annual general meeting.
(h)
To delegate any of its power to persons or sub-committees responsible
for organizing activities and projects pertaining to the objects of the
Association.
(i)
To employ and dismiss employees of the Association on such terms as
the Executives shall think fit.
(j)
To terminate or suspend any activities or projects of the Association
that are contrary to the objects of the Association.
(k)
To borrow money, and to mortgage or charge its undertaking and
property, or any part thereof, and to issue debentures and other securities,
whether outright or as security for any debt, liability or obligation of the
Association.
55. Without
limiting the generality of the foregoing, it is hereby expressly declared that
the respective powers vested on the Chairman, Vice Chairman, Secretary and
Treasurer are as follows:-
Chairman:
|
(a) To act as a
representative of the Association.
(b) To manage and organize
the business of the Association.
(c) To hold meetings.
(d) To approve membership of
the Association.
(e) To supervise the work of
the Executives.
|
Vice
Chairman:
|
(a) To be responsible for the
internal and external liaison.
(b) To take up the post of
the Chairman in his absence.
|
Secretary:
|
(a) To keep proper custody of
the seal of the Association.
(b) To keep minutes and
Register of Members of the Association.
(c) To manage all the
secretarial work.
|
Treasurer:
|
(a) To prepare monthly income
and expenditure account record.
(b) To assist in compiling
the budget and annual financial report.
|
56. All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments, and all receipts for money paid to the
Association, shall be signed, drawn, accepted, endorsed, or otherwise executed,
as the case may be, in such manner as the Executives shall from time to time by
resolution determine.
Rotation of Executives
57.
Each Executive shall hold office for a term of 1 year and shall
retire from his office at the expiration of such term.
58.
A retiring Executive shall be eligible for re-election.
59.
The Association at the meeting at which an Executive retires in
manner aforesaid may fill the vacated office by electing a person thereto, and
in default the retiring Executive shall, if offering himself for re-election,
be deemed to have been re-elected, unless at such meeting it is expressly
resolved not to fill such vacated office or unless a resolution for the
re-election of such Executive shall have been put to the meeting and lost.
60.
The Association may from time to time by ordinary resolution increase
or reduce the number of Executives.
61.
The Board of Executives shall have power at any time, and from time
to time, to appoint any person to be an Executive, either to fill a casual
vacancy or as an addition to the existing Executives, provided that the total
number of Executives shall not at any time exceed the number fixed in
accordance with these Articles. Any
Executive so appointed shall hold office only until the next following annual
general meeting, and shall then be eligible for re-election.
62. The Association may by special resolution remove any
Executive before the expiration of his period of office notwithstanding
anything in these Articles or in any agreement between the Association and such
Executive. Such removal shall be without
prejudice to any claim such Executive may have for damages for breach of any
contract of service between him and the Association.
63. The Association may by ordinary resolution appoint another
person in place of an Executive removed from office under the immediately preceding
Article. Without prejudice to the powers
of the Executives under these Articles, the Association in general meeting may
appoint any person to be an alternate Executive either to fill a casual vacancy
or as an additional Executive. The
person appointed to fill such a vacancy shall be subject to retirement at the
same time as if he had become an Executive on the day on which the Executive in
whose place he is appointed was last elected an Executive.
Accounts
64. The
Board of Executives shall cause proper books of account to be kept with respect
to all sums of money received and expended by the Association and the matters
in respect of which the receipt and expenditure takes place, and all sales and
purchases of goods by the Association, and the assets and liabilities of the
Association.
65.
The books of accounts shall be kept at the registered office of the
Association, or, subject to section 121(3) of the Ordinance, at such other
place or places as the Board of Executives may think fit, and shall always be
open to the inspection of the Executives.
66.
The Board of Executives shall from time to time determine whether and
to what extent and at what times and places and under what conditions or
regulations all or any of the accounts and books of the Association shall be
open to the inspection of members who are not Executives, and no member (not
being an Executive) shall have any right of inspecting any account or book or
document of the Association except as conferred by statute or authorized by the
Board of Executives or by the Association in general meeting.
67.
The Board of Executives shall, from time to time in accordance with
sections 122 and 129D of the Ordinance, cause to be prepared and to be laid
before the Association in general meeting an income and expenditure accounts,
balance sheets and reports as are referred to in those sections.
68.
A copy of every balance sheet (including every document required by
law to be annexed to it) which is to be laid before the Association in general
meeting, together with a copy of the Board of Executives’ report and a copy of
the auditor’s report, shall not less than 21 days before the date of the
meeting be sent to every member of the Association. Provided that this Article shall not require
a copy of those documents to be sent to any person of whose address the
Association is not aware.
Audit
69.
Auditors shall be appointed and their duties regulated in accordance
with sections 131, 132, 133, 140, 140A, 140B and 141 of the Ordinance.
Notices
70.
A notice may be served by the Association on any member either by
advertisement in the local press or personally or by sending it by post to such
member in a prepaid cover to him at his last-known address.
71.
Any notice may be served by the Association on any member who has no
address within Hong Kong, and who has not notified the Association of an
address, by exhibition of the same in the registered office of the Association
for a period of 24 hours at the expiration of which such notice shall be deemed
to have been duly served on such member.
72.
Where a notice is sent by post, it shall be deemed to have been
served on the day following that on which the envelope containing the notice is
posted. The service thereof shall for
all purposes be deemed to have been effected by proof that the envelope
containing the same is properly addressed, prepaid and posted.
Winding-up
73.
The provisions of Clause 7 of the Memorandum of Association relating
to the winding-up or dissolution of the Association shall have effect and be
observed as if the same were repeated in these Articles.
Secretary
74. The
Secretary shall be appointed by the Board of Executives for such term, at such
remuneration and upon such conditions as they may think fit; and any Secretary
so appointed may be removed by them.
Alteration of Articles
75. Any alteration, amendment or substitution of these Articles
must first be approved by a special resolution passed to that effect by
three-fourths majority of the members of the Association attending a general
meeting.
The Seal
76. The Board of Executives shall provide for the safe custody
of the seal, which shall only be used by the authority of the Board of
Executives or of a committee of the Board of Executives authorized by the Board
of Executives in that behalf, and every instrument to which the seal shall be
affixed shall be signed by an Executive and shall be countersigned by the
secretary or by a second Executive or by some other person appointed by the
Board of Executives for the purpose.
Funds
77. The funds of the Association shall not be used for any
purpose other than for its objects as set out in the Memorandum of Association.
Names,
Addresses and Descriptions of Subscribers
HO YIN MING (賀賢銘)
<Address hidden>
Student
WONG YUEN CHI (黃遠志)
<Address hidden>
Social Worker
Dated
the 27th day of April 2005.
WITNESS
TO the above signatures:
(Sd.) Ng Kin Yuen
Solicitor, Hong Kong SAR
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