Notice of 2021 Annual General Meeting of the Association

Notice is hereby given under section 40 of the Articles of Association (the “Articles”) of the Association that an annual general meeting (the “Annual General Meeting” or the “AGM”) of the Association will be held on Saturday, 31 July 2021 at 11:00 am at La Salle College, 18 La Salle Road, Kowloon, Hong Kong for the following purposes:—

ORDINARY RESOLUTIONS

1. To receive the audited financial statements for the year ended 31 March 2021 together with the President’s Report;
2. To re-appoint CW CPA, Certified Public Accountants, as the auditors of the Association;
3. To elect the following office-bearers and members of the committee of the Association (the “Committee”) for 2021-2022:—
   1. President;
   1. Vice President;
   1. Honorary Treasurer;
   1. Honorary Secretary; and
   1. 12 members of the Committee;

SPECIAL RESOLUTIONS

• To consider and, if thought fit, pass the following resolutions as special resolutions:
  • Amendments to merge the Memorandum of Association with the Articles of Association – THAT the Memorandum of Association and the Articles of Association be amended in the following manner:
    • Inserting paragraphs 1 to 38 of the Memorandum of Association in their entirety as “Part A – Mandatory Articles” of the Articles of Association, and grouping the existing articles as “Part B – Other Articles” of the Articles of Association;
    • Deleting the remaining contents of the Memorandum of Association in their entirety;
    • Article 2 of “Part B – Other Articles” – deleting the words “the Memorandum and these Articles of Association” and substituting in its place “these Articles of Association”;
    • Article 3 of “Part B – Other Articles” – deleting the words “the Memorandum of Association” and substituting in its place “Part A of these Articles of Association”;
    • Article 21 of “Part B – Other Articles” – deleting the words “its Memorandum and these presents” and substituting in its place “these presents”;
    • Article 22(g) of “Part B – Other Articles” – deleting the words “Memorandum and Articles of Association” in the lead sentence and sub-paragraph (1), and substituting in its place “Articles of Association”;
    • Article 36 of “Part B – Other Articles” – deleting the words “the Memorandum of Association” and substituting in its place “Part A of these Articles of Association”;
    • Article 46 of “Part B – Other Articles” – deleting the words “the Memorandum and Articles of Association” and substituting in its place “the Articles of Association”;
    • Article 58 of “Part B – Other Articles” – deleting the words “the Memorandum of Association” and substituting in its place “Part A of these Articles of Association”; and
    • Deleting Article 67 of “Part B – Other Articles” in its entirety.
  • Amendments to align with other updates to the Companies Ordinance – THAT the Articles of Association be amended in the following manner:
    • Article 1 of “Part B – Other Articles” – deleting the definition of “Special Resolution and Extraordinary Resolution” and substituting the following in its place:
    •  Article 1 of “Part B – Other Articles” – deleting the definition of “The Ordinance” and substituting the following in its place:
    •  Article 35 of “Part B – Other Articles” – deleting the words “Section 162 of the Ordinance” and substituting in its place “Sections 536 to 538 of the Ordinance”;
    • Article 40 of “Part B – Other Articles” – deleting the words “Subject to the provision of subsection (2) of Section 116 of the Ordinance relating to special resolutions”;
    • Article 59 of “Part B – Other Articles” – deleting the words “Section 122 of the Ordinance” and substituting in its place “Sections 429 to 431 of the Ordinance”; and
    • Article 66 of “Part B – Other Articles” – deleting the words “Section 358 of the Ordinance” and substituting in its place “Sections 903 and 904 of the Ordinance”.
  • Amendment to streamline the nomination and election process – THAT the Articles of Association be amended by deleting Article 43 of “Part B – Other Articles” and substituting the following in its place:

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• To transact any other business.

Members’ attention is drawn to section 43 of the Articles which is reproduced below:—

“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.”

Any member who wishes to stand for election at the Annual General Meeting should complete the nomination form attached to this notice and return it to the Returning Officer appointed by the LSCOBA Committee 2020- 2021 on or before Wednesday, 28 July 2021.

Any member entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his proxy to attend and vote in his stead. The proxy form with his membership number will be despatched to each member at his registered address together with this notice. The proxy form shall have no effect unless it is duly completed and signed and the original proxy form being received not less than 48 hours before the time for holding the Annual General Meeting or adjourned meeting (as the case may be). Please refer to the proxy form for details regarding certain important notices with regards to the appointment of proxy, the locations and time of collection of proxy form.

Precautionary Measures for the COVID-19 Pandemic

The following precautionary measures are implemented to protect the safety of the members and the School community in view of the on-going COVID-19 pandemic:—

• Seating at the meeting venue will be arranged to partitioned blocks of twenty seats each and so as to allow for appropriate social distancing. If the capacity of the meeting venue is reached, members may be required to sit or stand at partitioned areas adjacent to the meeting venue with live streaming of the AGM.
• Other than necessary for accessing the meeting venue and designated bathrooms, the attendees of the AGM shall not access any other areas of the School.
• Compulsory body temperature checks will be conducted for every attendee at the entrance of the School; any person with a body temperature of over 37.3 degrees Celsius or who has any flu-like symptoms or is otherwise unwell will not be allowed to enter the School.
• Every attendee will be required to wear a surgical face mask at the School and throughout the AGM; those not wearing face masks may not be allowed to enter the School (please note that no masks will be provided and members should bring and wear their own masks).
• Any person who (a) has travelled outside Hong Kong within 14 days immediately before the AGM (“Recent Travel History”), (b) is subject to quarantine or self-quarantine in relation to COVID-19, or (c) has close contact with any person under quarantine or with Recent Travel History shall not attend the AGM.
• Any person who does not comply with the abovementioned measures, the School and the Association reserve the right to deny such persons to enter the School.
• No refreshment will be served at the AGM.
• The Association reminds members that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Furthermore, the Association would like to remind members that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and the Association strongly recommends that members exercise their right to vote at the AGM by appointing proxy and submit the proxy form as early as possible.
• Subject to the development of the COVID-19 situation, the School and/or the Association have the discretion to implement further precautionary measures in respect of the AGM. The Association will issue further announcement(s) on such measures as and when appropriate ONLY on the Association’s website at www.lscoba.com and through its official email list.

Members are also encouraged to bring their membership cards to the Annual General Meeting to facilitate the conduct of business.

Chan Yik Kan (02)
Honorary Secretary
LSCOBA 2020-2021
Email: [email protected]