Date : 21 Aug 2019
Dear LSCOBA members,
We refer to our announcements made on 29 July 2019 and 7 August 2019 and would like to further update you on the status of the members’ request (the “Requisition”) to convene an extraordinary general meeting (the “EGM”).
NO INTENTION TO DELAY
First of all, we would like to update the members that since we received the Requisition, we have convened two physical committee meetings at school, one on 2 August 2019 as mentioned and another one on 17 August 2019, and various telephone conferences to discuss issues, logistics and preparations in relation to the EGM.
We sincerely hope that our members can understand that the Committee have no intention to delay the convention of the EGM. While the Committee understand the time sensitivity of the Requisition, the EGM by requisition is unprecedented in the history of LSCOBA and would cost significant time and financial resources of the LSCOBA to convene. In order to protect the best interests of the LSCOBA and the members as a whole, the Committee are obligated to carry out the proper procedures with prudence and we will not allow any flaws that would affect the proper procedures in handling such matters. We will continue to work diligently to ensure that the EGM and the five proposed ordinary resolutions (the “Proposed Resolutions”) to be considered therein would be proper, legitimate and valid.
WHAT TOOK THE COMMITTEE SO LONG TO CONVENE THE PROPOSED EGM?
We have received queries from our members as to the time spent by the Committee on convening the EGM, the Committee would like to highlight to our members the following two areas of concern with regards to the Requisition, in which significant time was spent in the past 3 weeks:
A) The incompleteness of the Requisition submitted
1) As mentioned in our previous announcements, albeit we requested the members to provide their contact numbers and class years, NONE of the 57 individuals provided their contact numbers and class years, making the verification process more difficult for the Committee. The Committee had to check their names and details against our membership database one by one, upon checking against the database, we found that most of their contact details are outdated and could not be contacted.
2) As at 18 August 2019, amongst the 53 valid members (out of the 57 individuals signed, 4 were non-members) who have signed the Requisition (the “Requisitionists”), we had been able to contact 52 of them by phone to verify their signing of the Requisition and received only 10 original signatures. We would like to reiterate that as part of the verification process and for proper record keeping, it is the Committee’s duty owed to our members to collect all the original signing pages before we can issue the notice for the EGM. We have already reminded the Requisitionists over the phone as soon as we were able to contact them and urge them to submit the original signature pages as soon as possible.
B) Multiple mistakes in the Proposed Resolutions
1) The Committee noted that some of the Proposed Resolutions are unclear, referred to the wrong articles in the Articles of Association (the “Articles”) of the LSCOBA and contained inadvertent errors and typos.
For example: In one of the Proposed Resolutions, there are obvious misinterpretations of Article 13 and Article 14 of the Articles, making the respective Proposed Resolution wrong and unenforceable.
2) The Committee are coordinating with the Requisitionists to clarify the intentions, contents and wordings of the Proposed Resolutions, but please note that it is our duty to check with all 53 Requisitionists and without any authorized representatives amongst the Requisitionists, the Committee would have to arrange a mechanism to clarify the intention of every Requisitionist separately, which in our opinion is very time consuming.
3) The Committee would also seek legal advice on the legality, enforceability and validity of the Proposed Resolutions and we shall keep the members informed.
PREPARATION WORK STARTED
While we are waiting for the original signatures and clarification on the Proposed Resolutions, we have already begun the preparation work for the EGM, including convening various Committee meetings and discussions on the EGM as abovementioned, preparing the relevant documents and seeking quotations from printers for printing services. Subject to receiving the original signatures and the clarifications mentioned, the Committee shall confirm the date and venue of the EGM as soon as possible.
COSTS FOR CONVENING THE EGM
As mentioned, we have already started liaising with the printers to obtain fee quotations on printing various documents relating to the EGM, including the EGM notice, proxy forms and other members’ materials. The expected costs for convening the EGM would be approximately HK$60,000.
We hope that the above would provide our members an update on the matters relating to the EGM, explain the difficulties faced by the Committee and the time spent in convening the EGM. We will continue to keep you posted on this matter.
Herman Bo (1989)
President, LSCOBA 2019-2020