1. In these presents the words standing in the
first column of the table next hereinafter contained shall bear the meaning
set opposite to them respectively in the second column thereof, if not inconsistent
with the object or context. In addition the marginal notes hereto shall not
affect the construction thereof.
And
words importing the singular number only shall include the plural number and
vice versa.
Words
importing the masculine gender only shall include the feminine gender.
The
Articles of Association and Bye-Laws shall together form the Rules of the Association.
Subject as aforesaid any words or expressions
defined in the Ordinance or any statutory modification thereof for the time
being in force shall, if not inconsistent with the subject or the context, bear
the same meaning in these presents.
|
Committee to investigate into misconduct
of member
|
12. If any Member violates any of these presents
or any rules or by-laws of the Association for the time being in force
or damages Association property or if his conduct shall in the opinion
of any three Members of the Committee (who shall certify the same in writing
to the Committee) be injurious to the character or interests of the Association
or be derogatory to such Member's station in Association, it shall be
the duty of the Committee to invite the Member complained of by letter
to give an explanation of his conduct and to appear before a meeting of
the Committee convened to consider his case.
|
|
Member to be called upon to resign if explanation
unsatisfactory
|
13. If the Committee is not satisfied with
the explanation of his conduct offered by the Member complained of or
if no explanation is offered they shall call upon such member to resign,
and should he not do so within two weeks, his name shall, subject to Article
15 hereof, be erased from the list of members and he shall thereupon cease
to be a member of the Association, provided always that the decision calling
upon him to resign shall be supported by at least two-thirds of the members
of the Committee present at such meetings.
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|
Convening of Extraordinary General Meeting to review
|
14. The Committee shall on the written request
of the Member affected by their decision under the preceding Article convene
an Extraordinary General Meeting of the Association for the purpose of
reviewing their decision provided that the request shall be signed by
at least eight other Members of the Association and deposited with the
Secretary within fourteen days following the decision of the Committee
under the preceding Article calling upon such Member to resign.
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|
Suspension in grave case
|
15. The Committee may, if they consider the
case sufficiently grave, without giving him the option of his resigning
immediately by written notice to the Member suspend him from the benefits
of the Association pending the investigation of his conduct by the Committee.
|
|
Power to reconsider expulsion suspension
of members
|
16. The Committee may in all cases reconsider
their own determination upon being requested so to do by notice in writing
signed by any eight Members of the Association.
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|
Insolvency of Member
|
17. Any Member who is adjudicated a bankrupt, or who compounds with his
creditors under the provisions of any Act or Ordinance relating to bankruptcy,
who in the opnion (sic)of the Committee shall have left either
Hong Kong to escape trial, or shall be dismissed from the public service
with disgrace, shall ipso facto cease to be a Member of the Association
and shall forfeit all right to the use of, or upon, any property of the
Association, but it shall be lawful for the Member, after enquiry to restore
his name to the books of the Association and the Member so re-admitted
shall not be called upon to pay any entrance fee.
(Amended on 16 Dec 1983)
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Member of Committee not to act in certain
circumstances
|
18. A member of the Committee shall not act
as a member of the Committee at any meeting at which his own conduct is
in question, or at any meeting held to investigate any case in which he
is a complainant.
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The Committee
|
|
First Committee
|
19. The first members of the Committee
shall be:--
|
| |
DR. CHAN SIU HUNG
|
（陳 銚 鴻）
|
| |
MR. SZE CHO CHEUNG, MICHAEL, J.P.
|
（施 祖 祥）
|
| |
MR. DEREK KAM FUK IP
|
（葉 錦 福）
|
| |
MR. HENRY LAU WING
|
（劉 永）
|
| |
MR. PETER KIMPTON WONG
|
（黃 錦 堂）
|
| |
MR. PETER TSANG TING PO
|
（曾 登 保）
|
| |
MR. MAXIMO ANTHONY CHENG
|
（鄭 治 平）
|
| |
MR. VINCENT WING SANG LO
|
（羅 榮 生）
|
| |
MR. CARY TAI CHING YEUNG
|
（楊 大 楨）
|
| |
MR. FREDERICK LAM WAI KUEN
|
（林 偉 權）
|
| |
20. The Committee shall consist of not less than eight but not more than
seventeen members of whom four shall be office-bearers viz. the President,
Vice President, Hon. Secretary and Hon. Treasurer, and the immediate past
President shall be an Ex-Officio member of the Committee, provided that
any member of the Committee shall not be less than 18 years of age.
(Amended on 14 Jul 2000)
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Power of the Committee
|
|
Management
|
21. The management of the affairs, administration
and business of the Association shall be vested in
the Committee who may pay all the expenses incurred in the formation and
registration of the Association and may exercise all such powers and do
all such acts and things as the Association is by its Memorandum and these
presents or otherwise authorised to exercise or do and are not hereby
or by the Ordinance required to be exercised or done by the Association
in general meeting but subject nevertheless to the provisions of the Ordinance
and of these presents and to any regulations (not being inconsistent with
these presents) from time to time made by the Association in general meeting;
provided that no such regulation shall invalidate any prior act of the
Committee which would have been valid if such regulation had not been
made.
|
| |
22. The Committee may make Rules for regulating the affairs of the Association
which shall be binding on all members, and may from time to time revoke,
alter or replace any such Rules. In particular and without prejudice
to the generality of the foregoing words the Committee may make such Rules
in regard to all or any of the following matters:--
|
| |
(a)
As to the rights and privileges
(so far as not provided for by these presents) which shall be (accorded
to members of the Association and as to the particulars to be supplied
by candidates for membership.
|
| |
(b)
As to the organisation,
management and conduct of social events arranged by the Association.
|
| |
(c)
As to the nomination of
a person as Honorary Patron under Article 53 hereof and as to the privileges
and advantages to be accorded to any person so nominated at General Meetings
or otherwise.
|
| |
(d)
As to the arrangements for
reciprocal concessions or other matters with other Clubs or Associations.
|
| |
(e)
As to the entrance fees
and annual subscriptions for Members.
|
| |
(f)
As to the rights and liabilities
of persons becoming Special Patrons of the Association as provided in
Article 54 hereof and the requirements therefor.
(g)
As to any other matter as
to the operation of the Association not already provided for by the Memorandum
and Articles of Association thereof for the time being in force, provided
always:-
(1)
that no Rules shall be inconsistent
with or shall affect or repeal anything contained in the Memorandum and
Articles of Association of the Association.
(2)
that any Rules may be cancelled
modified or amended by Special Resolution of the Association.
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|
Vacancy
|
23. The Committee shall have power at any time,
and from time to time, to appoint any Member to be an office-bearer or
a Committee member, either to fill a casual vacancy or as an addition to
the existing office-bearers and Committee members (as the case may be),
but so that the total number of members of the Committee (including
the office-bearers) shall not at any time exceed the number fixed
in accordance with these Presents. Any office-bearer or Committee member
so appointed shall hold office only until the next election of office-bearers
and Committee members at the Annual General Meeting.
23A. The Association may by ordinary resolution appoint another Member
in place of an office-bearer or a Committee member removed from office
in accordance with the Ordinance. Without prejudice to the powers of
the Committee under Article 23, the Association in general meeting may appoint
any Member to be an office-bearer or a Committee member either to fill
a casual vacancy or as an addition to the existing office-bearers and
Committee members (as the case may be), but so that the total number of members
of the Committee (including the office-bearers) shall not at any time exceed
the number fixed in accordance with these Presents. Any office-bearer or
Committee member so appointed shall hold office only until the next election
of office-bearers and Committee members at the Annual General Meeting.
(Amended on 15 Jul 2005)
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|
Staff
|
24. The Committee may appoint or employ such
other officers and servants of the Association at such remuneration and
upon such conditions as they see fit.
|
|
Duties of Office-bearers
|
| |
25. The office-bearers of the Committee shall
use their best endeavour to promote the interests of the Association and
in particular:-
|
| |
The President shall preside all meetings of
the Committee and the Association and present a report of the activities
of the Association at the Annual General Meeting.
|
| |
The Vice-President shall preside at meetings
otherwise chaired by the President in his absence and serve out the remaining
term of the President should he resign or otherwise unable to continue
as President.
|
| |
The Hon. Secretary shall keep proper minutes
in accordance with the Ordinance and in particular Article 55 hereof and
maintain up-to-date records of membership and correspondence.
|
| |
The Hon. Treasurer shall keep proper books of account in accordance with the
Ordinance and in particular Articles 56-59 hereof and present an audited
account of the Association at the Annual General Meeting. The Hon. Treasurer
shall receive all subscriptions and all other moneys cominginto the Association.
His receipt shall be the only sufficient discharge and he shall pay into
a Bank to be named by the Committee all money received by him.
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|
Proceedings of the Committee
|
|
Meetings of the Committee
|
26. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and business as they may think fit. Meetings of the Committee may be convened on request of the President or by the requisition in writing signed by three members of the Committee stating the objects for which such meetings are to be convened and forwarded to the Hon. Secretary.
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|
Quorum
|
27. The quorum necessary for the transaction
of the business of the Committee shall be eight members of the Committee
personally present.
|
|
How question to be decided
|
28. Questions arising at any meeting shall
be decided by a majority on a show of hands and in case of an equality
of votes the President shall have a second or casting vote.
|
|
Company may act notwithstanding vacancy
|
29. The continuing members of the Committee
may act notwithstanding any vacancy in that 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 members, the continuing
members of the Committee may act for the purpose of (a) admitting persons
to membership of the Association (b) filling up vacancies in their body,
or (c) summoning a General Meeting of the Association but for no other
purpose.
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|
Business transacted by circulation of papers
|
30. The Committee may, if they think fit, transact
any of their business by the circulation of papers, and a resolution in
writing signed by a majority of the members thereof shall be valid and
effectual as if it had been passed at a meeting of the Committee.
|
|
Committee not to receive remuneration
|
31. A member of the Committee may not receive
any salary from the Association but he shall be indemnified out of the
funds of the Association in respect of travelling and other expenditure
properly incurred in and about the affairs of the Association.
|
|
Quorum competent to transact business
|
32. Except as provided in Article 29 a meeting
of the members of the Committee for the time being at which a quorum is
present shall be competent to exercise all the authorities, powers and
discretions by or under the regulations of the Association for the time
being vested in the Committee generally.
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|
Sub-Committee
|
33. (a) The Committee may, from time to time,
appoint such Sub-Committees as it considers necessary for securing the
efficient discharge of their functions, and may delegate to any Sub-Committees
any of their powers and duties PROVIDED that no delegation made hereunder
shall preclude the Committee from exercising or performing or resuming
at any time any of the powers and duties so delegated.
|
| |
(b) Any Member may be appointed a member of
any such Sub-Committee notwithstanding that he is not a member of the
Committee.
|
| |
(c) Any Sub-Committee so appointed shall, in
the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Committee.
|
|
Act of Committee or Sub-Committee not invalidated
by defect in appointment
|
34. All acts done in good faith by any meeting
of the Committee or a Sub-Committee or by any person acting as a member
of the Committee or Sub-Committee, shall notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any
such member of the Committee, or Sub-Committee or person acting as aforesaid,
or that they or any of them were disqualified, be as valid as if every
such person had been duly appointed or was qualified to be a member of
the Committee or Sub-Committee.
|
|
Disqualification
|
35. The office of a member of the Committee
shall be vacated if:
(a)
He becomes bankrupt or makes
a composition or scheme or arrangement with his creditors;
(b)
He is found lunatic or becomes
of unsound mind;
(c)
He resigns his office by
notice in writing to the Association;
(d)
He is directly or indirectly
interested in any contract with the Association and fails to disclose
the nature of his interest in manner required by Section 162 of the Ordinance.
|
|
Members of Committee cannot vote on matters
in which personally interested
|
36. Subject to the provisions of the Memorandum of Association
a member of the Committee shall not vote in respect of any contract in
which he has an interest or any matter arising therefrom unless the same
is disclosed by him and approved by the Committee failing which his vote
shall not be counted. However his attendance shall be counted towards
the quorum under Article 27 above.
(Amended on 16 Dec 1983)
|
|
Meetings
|
|
Annual Meetings
|
37. A General Meeting shall be held once in
every calendar year at such time (not being more than fifteen months after
the holding of the last preceding General Meeting) and place as may be
prescribed by the Committee.
|
|
Definition of General Meetings
|
38. The abovementioned General Meeting shall
be called the Annual General Meeting, all other General Meetings shall
be called Extraordinary General Meetings.
|
| |
39. The Committee may, whenever they think
fit, convene an Extra-ordinary General Meeting, and Extraordinary General
Meeting shall also be convened on the requisition of not less than 50
Members.
|
|
Notice of General Meetings
|
|
Notice of Meetings
|
40. Subject to the provision of sub-section
(2) of Section 116 of the Ordinance relating
to special resolutions ten days' notice at the least (exclusive of the
day on which the notice is served, but inclusive of the day for which
notice is given) specifying the place, the day and the hour of the meeting,
and in the case of special business the general nature of that business
shall be given to such persons as are under the regulations of the Association,
entitled to receive such notice of a meeting from the Hon. Secretary.
|
|
Omission of notice shall not invalidate
meeting
|
41. 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
|
|
Business at Annual General Meeting
|
42. All business shall be deemed special that
is transacted at an Extraordinary General Meeting and all that is transacted
at an Annual General Meeting, with the exception of the consideration
of the accounts, balance sheet, and the reports of the President and auditors,
the election of office-bearers and members of the Committee and the appointment
of the auditors.
|
|
Election of office-bearers and members
of the Committee
|
43. The office-bearers and the Committee members shall be elected at
the Annual General Meeting from the members of the Association. A
candidate for election must be proposed by one and seconded by another
member and the nomination shall be received by the Returning Officer not
less than two clear days before the Annual General Meeting. Every
member of the Association present at the meeting shall be entitled to
vote for as many candidates as there are vacancies to be filled. Candidates
up to the number of vacancies who shall receive most votes shall be declared
elected and in the case of two or more candidates receiving an equal number
of votes, a second or subsequent ballots shall be held until a candidate
receives most votes.
(Amended on 16 Dec 1983)
|
| |
44. The Immediate Past President of the Association
shall be an Ex-Officio member of the Committee.
|
| |
45. The Committee shall at such meeting deciding
the time, place and agenda of the next Annual General Meeting, appoint
a Returning Officer to preside the election of office-bearers and members
of the Committee herein contained.
|
|
Returning Officer
|
46. The Returning Officer shall ensure that the election of office-bearers
and members of the Committee is carried out in accordance with the Memorandum
and Articles of the Association. For the purpose of the first Annual
General Meeting only the Immediate Past President and Returning Officer
of the Association shall be Mr. Peter TSANG Ting Po (曾 登 保).
|
|
Quorum
|
47. No business shall be transacted at any
General Meeting unless a quorum of Members who are entitled to vote thereat
is present at the time when the meeting proceeds to business, and such
quorum shall consist of not less than 50 Members of the Association for
the time being.
|
|
Adjournment if not requisite quorum
|
48. If within half an hour from the time appointed
for the meeting a quorum is not present, the meeting if convened upon
the request of Members, shall be dissolved, in any other case it shall
stand adjourned to the same day in the next week at the same time and
place, and if at the adjourned meeting a quorum is not present all Members
present who are entitled to vote thereat shall be a quorum.
|
|
Adjournment
|
49. The President 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 ten days or more, notice of the adjourned meeting shall be given in
the manner provided by Article 40 hereof. 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.
|
|
Resolution to be decided by a show of hands
|
50. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, and a declaration by the President
that a resolution has been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book 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.
|
|
Vote of Members
|
51. Every Member personally present shall have
one vote.
|
|
President has casting vote
|
52. In the case of an equality of votes the
President of the meetings shall be entitled to a second or casting vote.
|
|
Honorary Patrons and Special Patrons
|
|
Honorary Patrons
|
53. The Committee shall have power to invite without payment of entrance
fee or subscription a person of distinction resident in Hong Kong as Honorary
Patron of the Association and the Principal for the time being of La Salle
College shall be Ex-Officio Honorary Patron.
(Amended on 16 Dec 1983)
|
|
Special Patrons
|
54. The Committee shall have power each year to canvass for and invite
up to twelve persons resident in Hong Kong to subscribe such sum as the
Committee shall in each year decide and such persons shall become Special
Patrons of the Association for such year. Special Patrons shall have
none of the rights or liabilities of a member of the Association.
(Amended on 16 Dec 1983)
|
|
Minutes and Accounts
|
|
Keeping of Minutes
|
55. The Committee shall cause proper minutes
to be made in books provided for the purpose:-
(a)
of all the appointments
of Sub-Committees made by the Committee;
(b)
of the names of the members
present at each meeting of the Committee and of any Sub-Committees thereof;
(c)
of all the resolutions and
proceedings at all meetings of the Association and of the Committee and
of Sub-Committees of the Committee.
|
|
Accounts
|
56. The Committee 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 the assets and liabilities of the Association.
|
|
Keeping of Accounts
|
57. The books of account shall be kept at the
Registered Office of the Association or at such other place or places
as the Committee think fit, and shall always be open to the inspection
of the members of the Committee.
|
|
Inspection of Accounts
|
58. The Committee shall from time to time determine
at what times and places and under what conditions or regulations the
accounts and books of the Association or any of them shall be open to
the inspection of Members not being members of the Committee and no Member
(not being a member of the Committee) shall have any right of inspecting
any account or book or document of the Association except as conferred
by Statute or by the Memorandum of Association or authorised by the Committee
or by the Association in General Meeting.
|
|
Presentation of balance sheet and income
and expenditure accounts
|
59. The Committee shall from time to time in
accordance with Section 122 of the Ordinance cause to be prepared and
to be laid before the Association in Annual General Meeting such. income
and expenditure accounts, balance sheets and reports and are referred
to in that section.
|
|
Copies of balance sheet to be sent to members
|
60. A copy of every balance sheet (including
every document required by law to be annexed thereto) which is to be laid
before the Association in Annual General Meeting together with a copy
of the Auditor's Report shall not less than seven days before the date
of the meeting to be sent to all persons entitled to receive notice of
Annual General Meetings of the Association.
|
|
Cheques
|
| |
61. All cheques shall be signed by two out
of four persons to be designated by the Committee.
|
|
Audit
|
|
Appointment of auditors
|
62. Auditors shall be appointed and their duties
regulated in accordance with the Ordinance.
|
|
The Seal
|
|
Seal
|
63. The Committee may from time to time make
regulations as to the custody and use of the Seal of the Association.
Unless otherwise decided by the Committee the Seal shall be kept at the
Registered Office or at such other place as the Committee shall from time
to time determine. The Seal of the Association shall be affixed to all
instruments requiring to be sealed in the presence of two persons authorised
by the Committee who shall also sign all such instruments.
|
|
Notices
|
|
Service
|
64. A notice may be served by the Association
upon any Member either personally or by sending it through the post in
a prepaid letter addressed to such Member at his registered address appearing
in the Register of Members.
|
|
Proof of Service
|
65. Any notice served by post shall be deemed
to have been served on the day following that on which the letter containing
the same is put into the post and in proving such service it shall be
sufficient to prove that the letter containing the notice was properly
addressed and put into the post-office as a prepaid letter.
|
|
Indemnity
|
|
Indemnification of Committee and Staff
|
66. Every member of the Committee, officer
or other servant of the Association shall be indemnified out of the funds
of the Association against all liability incurred by him as such member
of the Committee, officer or servant in defending any proceedings, whether
civil or criminal, in which judgment is given in his favour, or in which
he is acquitted or in connection with an application under Section 358
of the Ordinance in which relief is granted to him by the Court.
|
|
Winding Up
|
| |
67. Clause 37 of the Memorandum of Association
of the Association relating to the winding up and dissolution of the Association
shall have effect as if the provisions thereof were repeated in these
presents.
|
|
Names, Addresses and Descriptions of Subscribers
|
|
Name
|
Address
|
Description
|
|
Mr. KAM KWONG YEE
（甘
光
儀）
|
*Address withheld for privacy*
|
Company Managing Director
|
|
Mr. VAN KWOK SHSING
（萬
希
程）
|
*Address withheld for privacy*
|
Proprietor, Public Utility and General
Contractors
|
|
The Hon. HILTON CHEONG-LEEN, O.B.E.,
J.P.
（張
有
興）
|
*Address withheld for privacy*
|
Company Managing Director
|
|
Comendador ARNALDO DE O SALES, C.B.E.,
J.P.
（沙
理 士）
|
*Address withheld for privacy*
|
Company Director
|
|
Mr. MAXIMO ANTHONY CHENG
（鄭
治
平）
|
*Address withheld for privacy*
|
Finance Controller
|
|
Mr. MICHAEL SUI HIN CHAN, J.P.
（陳
瑞
顯）
|
*Address withheld for privacy*
|
Accountant
|
|
Dr. PETER TANG HIN YU
（鄧
顯
裕）
|
*Address withheld for privacy*
|
Medical Practitioner
|
|
Mr. PETER TSANG TING PO
（曾
登 保）
|
*Address withheld for privacy*
|
School Principal
|
|
Dr. CHAN SIU HUNG
（陳
銚
鴻）
|
*Address withheld for privacy*
|
Medical Practitioner
|
|
Mr. SZE CHO CHEUNG, MICHAEL, J.P.
（施
祖 祥）
|
*Address withheld for privacy*
|
Civil Servant
|
|
Mr. DEREK KAM FUK IP
（葉
錦
福）
|
*Address withheld for privacy*
|
Merchant
|
|
Mr. HENRY LAU WING
（劉 永）
|
*Address withheld for privacy*
|
School Master
|
|
Mr. PETER KIMPTON WONG
（黃
錦 堂）
|
*Address withheld for privacy*
|
Solicitor
|
|
Mr. CARY TAI CHING YEUNG
（楊
大
楨）
|
*Address withheld for privacy*
|
Solicitor
|
|
Mr. VINCENT WING SANG LO
（羅
榮
生）
|
*Address withheld for privacy*
|
Solicitor
|
|
Mr. FREDERICK LAM WAI KUEN
（林
偉
權）
|
*Address withheld for privacy*
|
School Master
|
Dated the 29th day of May, 1978.
HONG KONG.
