THE HONG KONG COMPANIES ORDINANCE. Company Limited by Guarantee and not having a Share Capital

Transcription

1 THE HONG KONG COMPANIES ORDINANCE Company Limited by Guarantee and not having a Share Capital MEMORANDUM OF ASSOCIATION OF HONG KONG SHOOTING ASSOCIATION 香 港 射 擊 聯 合 總 會 1. The name of the Company is the HONG KONG SHOOTING ASSOCIATION 香 港 射 擊 聯 合 總 會 (hereinafter called the Association ). 2. The Registered Office of the Association will be situated in Hong Kong. 3. The objects for which the Association is established are:- (a) To act as the governing body of all shooting discipline under the rules of the International Shooting Sport Federation (ISSF) and the International Olympic Committee (IOC). (b) To select teams from the public to represent Hong Kong in international competitions in the International Shooting Sport Federation (ISSF) and the International Olympic Committee (IOC). (c) To be affiliated to the Sports Federation & Olympic Committee (SF&OC) of Hong Kong. (d) To promote the sport of shooting under the ISSF and IOC rules and regulations in every way in which the Council of the Association (hereinafter called the Council ) shall think proper and to take all such steps as shall be deemed necessary or advisable for preventing infringements of the rules and laws of the sport, or other improper methods or practices in such sport and for protecting it from abuses. (e) To make, adopt, vary and publish rules, regulations, by-1aws and conditions for the regulation of the said sport or otherwise, and to take all such steps as shall be deemed necessary or advisable for enforcing such rules, regulations, by-laws and conditions. (f) To provide for the affiliation of associations and clubs for the sport of shooting. (g) To promote, provide for, regulate and manage in all or any of the required details or arrangements, including any arrangements for the benefit of associations or clubs, shooting competitions, contests and matches, inter-port, international or otherwise, and in Hong Kong or elsewhere, and to do or provide for all or any such matters and things as may be considered necessary for or ancillary to the comfort, conduct, conveyance, convenience or benefit of shooters, or of any other persons concerned or engaged in such competitions, contests or matches. - Page 1 of 25 -

2 (h) To acquire all such cups, shields, and other prizes as may be approved by the Council and to provide for the proper custody, insurance, protection, exhibition, awarding, distribution or other dealing with all or any such cups, shields, or prizes as aforesaid. (i) (j) To provide by rules, regulations and by-1aws, or otherwise, for deciding and settling all differences that may arise between associations, clubs, or any other persons who are members of or alleged to be members of or are employed or engaged by such associations or clubs, or any other persons in reference to due compliance with the laws of the sports, or the rules, regulations or by-laws of the Association, or in reference to contracts, or to any other matter of dispute or difference arising between such associations, clubs or persons, or any of them, and whether this Association is concerned in such dispute or difference or not, and to make such provisions for enforcing any award or decision as the Council shall deem proper. To co-operate with or assist any shooting association or club in any way which the Council shall think proper and to enter into or adopt any agreement or arrangement with such association or club. (k) To adopt and carry out all such rules and regulations, by-laws, agreements and arrangements of the shooting associations and clubs as are now in existence, and to comply with the same unless and until the same shall have been duly varied in accordance with the terms thereof, or with the regulations for the time being of the Association. (l) To diffuse among its members information on all matters affecting the sport of shooting and to print, publish, issue and circulate such papers, periodicals, books, circulars and other literary undertakings as may seem conducive to any of these objects. (m) To encourage the provision of or to provide shooting ranges and training places for the sport of shooting and to encourage the provision of or to provide for instructions in respect thereof. (n) Subject to Clause 9 below, to subscribe for, become a member of and co-operate with any other association whether incorporated or not whose objects are altogether or in-part similar to those of the Association. (o) To buy, prepare, make, supply, sell and deal in all kinds of equipment, accessories, supplies, and all apparatus used in connection with the sport of shooting, and all kinds of liquors, provisions and refreshments required or used by the shooters or members of shooting associations or clubs who are members of the Association or other persons frequenting the grounds, pavilion or premises of the Association or the premises of shooting associations or clubs which are members of the Association. (p) To acquire, lay out, improve, hold, use or turn to account in any way shooting ranges with all such pavilions, buildings, erections and easements, and all necessary fittings and accessories as the Council shall deem advisable. (q) To promote the purposes and activities of the Association as may be determined by the Council from time to time. - Page 2 of 25 -

3 (r) To make all necessary or appropriate arrangements for carrying on the activities of the Association and for this purpose to appoint officers and engage employees. (s) To purchase or otherwise acquire, hold any estate and interest, which shall be considered for the benefit of the Association or calculated to promote or assist in the promotion of any of the objects of the Association. (t) For the purposes of the Association to improve, develop, manage, mortgage, exchange, let or sell any property movable or immovable of the Association, and to turn the same to profit and advantage in any way that the Council may deem advisable. (u) For the purposes of the Association to subscribe, underwrite, purchases, or otherwise, acquire and to hold, dispose of, and deal with, any shares or other securities or commodities or other investments of any nature whatsoever (whether or not income producing), and any options or rights in respect thereof, and to buy and sell foreign exchange. (v) For the purposes of the Association to draw, make, accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments and securities. (w) For the purposes of the Association to enter into, carry on and participate in financial transactions and operations of all kinds, and in particular, without affecting the generality of the foregoing, to conduct transactions in foreign currencies, to enter into interest rate and currency swaps, to buy and sell financial instruments, and derivatives of financial instruments of any kind. (x) For the purposes of the Association to sell, lease, grant licences, easements and other rights over, and in any other manner deal with or dispose of, the undertaking, property, assets, rights and effects of the Association or any part thereof for such consideration as may be thought fit or for no consideration. (y) For the purposes of the Association to give subscriptions or donations to the funds of any charitable, educational or benevolent institution or project, or for any purpose which may be considered likely directly or indirectly to further the interest of the Association. (z) For the purposes of the Association to seek from and make representation to the Government for the tenure of lease of any land, property or building for the use of the Association towards the promotion of its objects and to enter into arrangements with the Government or with any authority, supreme, municipal, local or otherwise that may be conducive to the Association's objects or any of them and to obtain from the Government or any such authority any rights, privileges and concessions which the Association may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, right, privileges and concessions. (aa) For the purposes of the Association to act as trustees for any associations or clubs and as such trustees to hold any real or personal property upon such trusts and with and subject to such powers and provisions as shall be approved by the Council. (bb) For the purposes of the Association to lend or invest any moneys of the Association, or held by - Page 3 of 25 -

4 the Association upon any trust in such manner as shall be approved by the Council. (cc) For the purposes of the Association to borrow moneys on such security as the Council may determine and in particular on the security of mortgages, debentures, charging all or any of the property present and future of the Association. (dd) To administer the funds of the Association and to regulate competitions, matches and exhibitions and to frame rules for the regulation thereof and to take all necessary steps to enforce such rules when made. (ee) To establish and maintain or contribute to any pension or superannuating funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time in the employment of the Association. (ff) To carry on the business of the Association under the absolute control and direction of the Council for the time being thereof. (gg) To do all such other lawful things as are incidental or conducive to the attainment of any of the objects and the exercise of any of the powers of the Association. Provided that : - (i) (ii) In case the Association shall take or hold any property which may be subject to any trusts, the Association will only deal with or invest the same in such manner as allowed by law, having regard to such trusts. The objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers. (iii) The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap. 32) are hereby excluded. 4. (1) The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association. (2) Subject to sub-clauses (4) and (5) below, no portion of the income and property 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. (3) No member of the Council 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 (5) below) shall be given by the Association to any member of the Council. (4) 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 Council of the Association in return for any services - Page 4 of 25 -

5 actually rendered to the Association. (5) Nothing herein shall prevent the payment, in good faith, by the Association: - (a) (b) (c) (d) to any member of its Council of out-of-pocket expenses; of interest on money lent by any member of the Association or its Council at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar loans; of reasonable and proper rent for premises demised or let by any member of the Association or of its Council ; or of remuneration or other benefit in money or money's worth to a body corporate in which a member of the Association or of its Council is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes. (6) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (4) and (5) above. 5. The liability of the members is limited. 6. Every Member of the Association undertakes to contribute to the assets of the Association in the event of the Association being wound up while it/he is a Member, or within one year after it/he ceases to be a Member, for payment of the debts and liabilities of the Association contracted before it/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$1, 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 among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 above, 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 Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds, and if this provision cannot be effected, then to some charitable objects. 8. No addition, alteration, or amendment shall be made to or in this Memorandum of Association or the Articles of Association for the time being in force, unless such alteration has previously been submitted to and approved by the Registrar of Companies in writing. 9. The Association shall not form a subsidiary or hold a controlling interest in another body corporate, unless the formation of such a subsidiary or the holding of such a controlling interest has previously been approved by the Registrar of Companies in writing. - Page 5 of 25 -

6 We, the several person whose names, addresses and descriptions are hereto subscribed, are hereto subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association. Names, Addresses and Descriptions of Subscribers (Sd.) Mr Alfred K.C. Fung Hon. Secretary for and on behalf of the Hong Kong Gun Club 10½ Miles Route Twisk New Territories Corporation (Sd.) Mr Paul A. Simpson Hon. Secretary for and on behalf of the Hong Kong Rifle Association 1006 Queen Elizabeth Stadium Oi Kwan Road Hong Kong Corporation Dated the 30th day of March, WITNESS to the above signatures: (Sd.) WILLIAM H.C. TSUI Solicitor 3/F., Fung House Connaught Road Central Hong Kong Dated the day of Page 6 of 25 -

7 THE HONG KONG COMPANIES ORDINANCE Company Limited by Guarantee and not having a Share Capital ARTICLES OF ASSOCIATION OF HONG KONG SHOOTING ASSOCIATION 香 港 射 擊 聯 合 總 會 Preliminary 1. The regulations in Table C in the First Schedule to the Companies Ordinance (Cap. 32) shall not apply to the Association. Interpretation 2. In the interpretation of these articles:- (a) "The Association'' means "HONG KONG SHOOTING ASSOCIATION 香 港 射 擊 聯 合 總 會 ''. (b) The Ordinance'' means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. (c) "The Rules'' means the existing Rules, Regulations, Bye-Laws and Standing Orders of the Association together with such amendments as may from time to time be made or adopted by the Council or the Association. (d) "The Council'' means the Council of the Association for the time being as constituted in accordance with these Articles and Rules and also includes any Committee or Commission thereof having power to act on behalf of the Council in accordance with these Articles and the Rules. (e) Member means a duly registered member of the Association for the time being and in accordance with these Articles. (f) Member Club means a non-profit shooting association or club legally constituted in Hong Kong which is operated and controlled by its members and participating in shooting ISSF events and maintaining at least 3 permanent and distinct ISSF regulation ranges suitable for selection shoots (i.e. 10 meters, 25 meters, 50 meters and/or a clay target range) and which has been admitted as a Member of the Association. (g) Disciplinary Club means a non-profit shooting association or club legally constituted in Hong Kong which is operated and controlled by its members and recognised as one of the Hong Kong Disciplined Services qualified to carry arms for duty and which has been admitted as a Member of the Association. (h) Individual Member means a Member of the Association who is engaged in the sport of shooting under the ISSF and is registered as a member of Clay Target Section or Rifle & Pistol - Page 7 of 25 -

8 Section, as the case may be, of the Association, with the approval of the Council. (i) (j) Clay Target Individual Member means an Individual Member engaged in the sport of shooting under the ISSF and is duly registered as a member of Clay Target Section of the Association, with the approval of the Council. Rifle & Pistol Individual Member means an Individual Member engaged in the sport of shooting under the ISSF and is duly registered as a member of Rifle & Pistol Section of the Association, with the approval of the Council. (k) Associate Club means a shooting association or club legally constituted in Hong Kong participating in the sport of shooting ISSF events and maintaining at least one permanent and distinct ISSF regulation range suitable for selection shoots (i.e. 10 meters, 25 meters, 50 meters and/or a clay target range) and which has been admitted as a Member of the Association. (l) Affiliate Club means a shooting association or club legally constituted in Hong Kong and which has been admitted as a Member of the Association. (m) Junior Member means a person who on the 31st of December immediately preceding that year has not attained the age of 18 years and who has been admitted as a Member of the Association. (n) "Annual General Meeting'' means the yearly general meeting of the Association and also includes the first general meeting of the Association. (o) "Extraordinary General Meeting'' means a general meeting of the Association specially summoned under these Articles which is not an Annual General Meeting. (p) "General Meeting'' means a general meeting of the Association whether annual or extraordinary. (q) "Council Members'' means members of the Council of the Association. (r) ''Special resolution'' shall have the meaning assigned thereto by the Ordinance. (s) Registered Address means the registered address for the time being of the Association. (t) The Seal means the common seal of the Association. (u) Month means calendar month. (v) ISSF means the International Shooting Sport Federation or any successor body being the world governing body of the sport of shooting. (w) Subscriber means any person who has subscribed to the Memorandum of Association of the Association. - Page 8 of 25 -

9 (x) Words importing the singular number only shall include the plural and the converse shall also apply and words importing the masculine gender only shall include the feminine gender and the neuter gender; and words importing persons shall include companies or corporations. (y) Where any provision of the Ordinance is referred to, the reference is to such provision as modified by any Ordinance for the time being in force. (z) Secretary General means any person appointed by the Council 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. Unless the context otherwise requires, words or expressions contained in these Articles shall be construed with reference to the provisions of the Ordinance or any statutory modification thereof in force at the date at which these Articles become binding on the Association, and shall be taken as having the same respective meanings as they have when used in the Ordinance. Members 3. For the purposes of registration, the membership of the Association is declared to be limited to ten thousand (10,000). There shall not be more than three (3) Member Clubs, six (6) Disciplinary Clubs and two (2) Associate Clubs at any one time. The Council may, however, from time to time register an increase of Members. 4. The membership of the Association shall comprise the following categories:- (a) (b) (c) (d) (e) (f) (g) Member Club Disciplinary Club Clay Target Individual Member Rifle & Pistol Individual Member Associate Club Affiliate Club Junior Member and such other categories of membership as the Council may from time to time determine. 5. Every Member Club has full right to attend and vote at the General Meeting by its representatives. The number of representatives to be appointed by each Member Club shall not be more than three (3). Each representative shall have one (1) vote at the General Meeting. Every Member Club also has a right to nominate three (3) candidates for the election of the posts of Council. 6. Every Disciplinary Club has full right to attend and vote at the General Meeting by its representative. The number of representative to be appointed by each Disciplinary Club shall not be more than one (1). Each representative shall have one (1) vote at the General Meeting. Every Disciplinary Club also has a right to nominate one (1) candidate for the election of the posts of Council in accordance with the procedures set out in Articles 50 to 57 below. - Page 9 of 25 -

10 7. Clay Target Individual Members collectively have full right to attend and vote at the General Meeting by their representatives. The number of representatives to be appointed by Clay Target Individual Members collectively shall not be more than two (2). Each representative shall have one (1) vote at the General Meeting. Clay Target Individual Members collectively also have a right to nominate their candidates for the election of the posts of Council in accordance with the procedures set out in Articles 58 to 65 below. 8. Rifle & Pistol Individual Members collectively have full right to attend and vote at the General Meeting by their representatives. The number of representatives to be appointed by Rifle & Pistol Individual Members collectively shall not be more than two (2). Each representative shall have one (1) vote at the General Meeting. Rifle & Pistol Individual Members collectively also have a right to nominate their candidates for the election of the posts of Council in accordance with the procedures set out in Articles 66 to 73 below. 9. Every Associate Club has the full right to attend and vote at the General Meeting by its representative. The number of representative to be appointed by each Associate Club shall not be more than one (1). Each representative shall have one (1) vote at the General Meeting. Every Associate Club also has a right to nominate one (1) candidate for the election of the posts of Council in accordance with the procedures set out in Articles 74 to 81 below. 10. Every Affiliate Club has the right to attend the General Meeting by its representative but has no right to vote at the General Meeting or to nominate candidates for the election of the posts of Council. The number of representative to be appointed by each Affiliate Club shall not be more than one (1). 11. Junior Members do not have the right to attend the General Meeting or to vote at the General Meeting or to nominate candidates for the election of the posts of Council. 12. An application for membership of the Association shall be decided by a majority of two-thirds of the Council Members. 13. Member Clubs, Disciplinary Clubs, Clay Target Individual Members, Rifle & Pistol Individual Members, Associate Clubs, Affiliate Clubs or Junior Members, as the case may be, shall be admitted to membership of the Association in accordance with the qualifications decided by the Association in general meeting and shall pay to the Association the entrance fee and/or subscription fee as are determined from time to time by the Council. In determining the subscription fee, the Council shall ensure that the level of subscription will be adjusted from time to time as may be required by financial situation of the Association. 14. The Council shall have the absolute right to accept or reject any applications for membership of the Association. 15. Individual Members shall be nominated by Member Clubs and shall be admitted to membership of the Association in accordance with the qualifications decided by the Association in General Meeting. 16. (a) The Council may invite any individual to become an honorary member of the Association - Page 10 of 25 -

11 without any payment for such honorary membership. Every honorary member shall be entitled to all the privileges and shall abide by all the Rules of the Association during his life or for a period as specified by the Council in the invitation without payment of entrance fee or annual subscription. (b) Each honorary member shall have neither the right to attend nor the right to vote at General Meeting. 17. If the Council shall pass a resolution at a meeting (of which due notice, including notice of the intention to propose such resolution, shall have been given) that any Member ought to cease to be a Member and if such resolution shall be carried by a majority consisting of two-thirds of the Council Members present at the meeting, such resolution shall take effect as from the conclusion of such meeting or from such other time as such resolution may specify and from the time at which such resolution takes effect such Member shall cease to be a Member provided that at least seven (7) days before the meeting at which such resolution is passed, the Member concerned shall have had notice thereof, and of the intended resolution for his expulsion, and that he shall at such meeting and before the passing of such resolution have an opportunity of giving orally or in writing any explanation in defence he may think fit. 18. The application for membership of the Association shall be made in writing or in such prescribed form as determined by the Council from time to time together with the payment of an entrance fee and the application shall be submitted to the Council for approval. No application for admission to membership of the Association shall be processed without advance payment of the entrance fee. 19. When an applicant has been admitted as a Member of the Association, the Secretary General shall forthwith send to the applicant a request for payment of annual subscription and upon payment of the annual subscription, the applicant shall become a Member of the Association. Nevertheless, if such payment is not made within one month after the date of admission, the Council may in their discretion cancel such admission. 20. The Secretary General shall give notice in writing to any applicant whose application for membership of the Association has been unsuccessful and shall forthwith refund to the unsuccessful applicant the advance payment of entrance fee received from the applicant. 21. All annual subscriptions shall become due and payable in advance on or before the first day of January every year. 22. Any Member may resign from the Association by giving to the Secretary General notice in writing of its or his intention so to do and sending the said notice to the Registered Address of the Association. 23. Any Member whose annual subscription shall remain unpaid for a period of 90 days shall cease to be a Member of the Association and shall forfeit all rights in the Association, but the membership may be reinstated by the Council upon full payment of the outstanding subscription and subject to the Council's full discretion. General Meetings 24. The Association shall in each year hold a general meeting as its Annual General Meeting in addition - Page 11 of 25 -

12 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 shall elapse between the date of the last preceding Annual General Meeting and that of the next. Provided that 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 determined by the Council. 25. The general meeting referred to in Article 24 shall be called Annual General Meeting and all other meetings of the Association shall be called Extraordinary General Meeting. 26. The Council may, whenever they think fit, convene an Extraordinary General Meeting. An Extraordinary General Meeting shall also be convened on such requisition, or in default by such requisitionists, as provided by Section 113 of the Ordinance. 27. Each Member Club shall appoint not more than three (3) representatives to attend and to vote at the General Meeting. 28. Each Disciplinary Club shall appoint not more than one (1) representative to attend and to vote at the General Meeting. 29. Clay Target Individual Members collectively shall appoint not more than two (2) representatives from the Clay Target Section of the Association to attend and to vote at the General Meeting. 30. Rifle & Pistol Individual Members collectively shall appoint not more than two (2) representatives from the Rifle & Pistol Section of the Association to attend and to vote at the General Meeting. 31. Each Associate Club shall appoint not more than one (1) representative to attend and to vote at the General Meeting. 32. Each Affiliate Club shall appoint not more than one (1) representative to attend the General Meeting. Such representative has no right to vote at the General Meeting. Notice of General Meetings 33. An Annual General Meeting and a meeting for the passing of a special resolution shall be called by 21 days notice in writing at the 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 the least. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held, and shall specify the place, the day and the hour of the 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 the General Meeting, to such persons as are, under the Rules or 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:- - Page 12 of 25 -

13 (a) (b) 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 in the case of any meeting other than an Annual General 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 the meeting. 34. The accidental omission by the Association to give notice of a General Meeting to or the non-receipt of notice of a General Meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting. Proceedings at General Meetings 35. 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 sheets and the report of the Council and auditors, the election of the Council Members in place of those retiring and the appointment of and the fixing of the remuneration of the auditors and of any proposed alteration to the Rules and Regulations of the Association of which due notice shall have been given. 36. No business shall be transacted at any General Meeting unless eight (8) representatives from the Members of the Association are present at the time when the meeting proceeds to business and continue to be present until the conclusion of the meeting; save as herein otherwise provided, eight (8) representatives present in person or by proxy shall form a quorum. The presence of a representative from each class of Members entitled to attend and vote at the General Meeting is not required to form a quorum. Unless otherwise stated, all resolutions to be passed at the General Meeting shall be passed by at least two-thirds of the representatives present at the General Meeting. 37. If within half an hour from the time appointed for the General Meeting a quorum is not present, such meeting, if convened upon the requisition 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, or to such other day and at such other time and place as the Council Members may determine, and 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. 38. The Chairman of the Council shall preside as chairman at every General Meeting, or if the Chairman of the Council is not present or is unwilling to act as chairman, the Council Members present shall elect one of their number to be chairman of the meeting. 39. The chairman of any meeting 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 (10) 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. - Page 13 of 25 -

14 40. At any General Meeting a resolution put to the vote of the meeting, with the exception of the election of the Council Members which may, if directed by the chairman of the meeting, be done in such manner as the chairman may decide, 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 by the chairman or by any member present in person or by proxy and entitled to vote and a declaration by the chairman that a resolution has, on a show of hands or in such manner as decided upon by the chairman, been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book of the 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. 41. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote. 42. An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll, and the same right to speak at the meeting as the appointor has in respect of the relevant membership. 43. No Member which has not paid its subscription shall be allowed to have any representatives at the General Meeting. 44. (a) At any General Meeting of the Association each representative present shall have one vote each. (b) If any votes are given or counted at a General Meeting which shall afterwards be discovered to be improperly given or counted, the same shall not affect the validity of any resolution or thing passed or done at the said General Meeting unless the objection to such votes be taken at the same meeting or unless the chairman shall then and there decide that the error is of sufficient magnitude to affect the validity of such resolution or thing. Proxies 45. A Member may attend by proxy any General Meeting which he is entitled to attend in person and, on a poll but not otherwise, vote by proxy on any resolution at any such meeting on which he would, if present in person, otherwise be entitled to vote. A proxy must be a Member or a representative of a Member having the right to attend and/or vote at the General Meeting. 46. An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the Council may approve and shall be signed by the appointor or his attorney. 47. An instrument appointing a proxy (and, where it is signed on behalf of the appointor by an attorney, and failing previous registration with the Association, the power of attorney or a certified copy thereof) must be delivered to the Registered Address at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting. An instrument of proxy shall not be treated as valid until such delivery shall have been effected. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An - Page 14 of 25 -

15 instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates. 48. A vote cast by proxy shall not be invalidated by the previous insanity of the appointor or by the revocation of the appointment of the proxy or of the authority under which the appointment was made provided that no intimation in writing of such insanity or revocation shall have been received at the Registered Address at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting, or in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, at least forty-eight (48) hours before the time appointed for the taking of the poll at which the vote is cast. 49. Anything which under these Articles a Member may do by proxy may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and, subject to any rule of law applicable thereto, to the instrument under which such attorney is appointed. Meetings of Disciplinary Clubs called by the Association 50. Every year, a meeting of Disciplinary Clubs shall be called by the Secretary General of the Association to collectively elect two (2) representatives from among the Disciplinary Clubs to fill the posts of Council. 51. The meeting for Disciplinary Clubs shall be held prior to the date of the Annual General Meeting and shall be called by the Secretary General of the Association by giving the Disciplinary Clubs no less than 14 days notice in writing prior to the meeting. Notice shall be given in accordance with Articles 115 and 116 below. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held, specifying the place, the day and the hour of the meeting and in case of special business, the general nature of that business 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 Rules or Articles of the Association, entitled to receive such notices from the Association. Provided that a meeting of the Disciplinary Clubs 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 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 ninety-five (95) per cent of the total voting rights of all the members entitled to attend and vote at the meeting. 52. The accidental omission by the Association to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive such notice shall not invalidate the proceedings at that meeting. 53. Each Disciplinary Club may nominate candidates for the election of the posts of Council. Notice shall be given in writing to the Secretary General of the Association of the names of the candidates together with the written consent from the candidates so nominated not less than forty-eight (48) hours before the meeting at which the election is to take place. 54. The number of representative to be appointed by each Disciplinary Club to attend the meeting shall not be more than one (1). The Association may fix the quorum for attending the meeting and until - Page 15 of 25 -

16 otherwise provided, two (2) representatives from among Disciplinary Clubs shall form a quorum. 55. Disciplinary Club may attend the meeting by proxy in the same manner as provided at Articles 45 to 49 above. 56. The proceedings of the meeting shall be in the same manner as provided at Articles 35 to 44 above insofar as they are applicable. The Chairman of the Council, or another Council Member appointed by the Council in the absence of the Chairman of the Council, shall preside as the chairman of the meeting. 57. If the total number of candidates nominated by the Disciplinary Clubs is more than two (2), the election of the two (2) candidates to be appointed to fill the posts of Council shall be by way of a simple majority ballot to be conducted by the representatives present at the meeting. In the event of a tie, a second simple majority ballot shall be conducted. In the event of a tie from the second ballot, the chairman presiding at the meeting shall have a casting vote. Clay Target Individual Members Meetings of Individual Members called by the Association 58. Every year, a meeting of Clay Target Individual Members shall be called by the Secretary General of the Association to collectively elect two (2) representatives from the Clay Target Section of the Association:- (a) (b) to attend and to vote at the General Meeting; and to fill the posts of Council. 59. The meeting for Clay Target Individual Members shall be held prior to the date of the Annual General Meeting and shall be called by the Secretary General of the Association by giving the Clay Target Individual Members no less than 14 days notice in writing prior to the meeting. Notice shall be given in accordance with Articles 115 and 116 below. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held, specifying the place, the day and the hour of the meeting and in case of special business, the general nature of that business 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 Rules or 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 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 ninety-five (95) per cent of the total voting rights of all the members entitled to attend and vote at the meeting. 60. The accidental omission by the Association to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive such notice shall not invalidate the proceedings at that meeting. 61. Clay Target Individual Members may nominate candidates to attend and to vote at the General - Page 16 of 25 -

17 Meeting and for the election of the posts of Council. Any nominated candidate has to be endorsed by at least one other Clay Target Individual Member. Notice shall be given in writing to the Secretary General of the Association of the names of the candidates together with written consent from the candidates so nominated not less than forty-eight (48) hours before the meeting at which the election is to take place. 62. The Association may fix the quorum for attending the meeting and until otherwise provided, two (2) Clay Target Individual Members shall form a quorum. 63. Clay Target Individual Members may attend the meeting by proxy in the same manner as provided at Articles 45 to 49 above. 64. The proceedings of the meeting shall be in the same manner as provided at Articles 35 to 44 above insofar as they are applicable. The Chairman of the Council, or another Council Member appointed by the Council in the absence of the Chairman of the Council, shall preside as the chairman of the meeting. 65. If the total number of candidates nominated by the Clay Target Section of the Association is more than two (2), the election of the two (2) candidates to be appointed to attend and vote at the General Meeting and to fill the posts of Council shall be by way of a simple majority ballot to be conducted by the representatives present at the meeting. In the event of a tie, a second simple majority ballot shall be conducted. In the event of a tie from the second ballot, the chairman presiding at the meeting shall have a casting vote. Rifle & Pistol Individual Members 66. Every year, a meeting of Rifle & Pistol Individual Members shall be called by the Secretary General of the Association to collectively elect two (2) representatives from the Rifle & Pistol Section of the Association:- (a) (b) to attend and to vote at the General Meeting; and to fill the posts of Council. 67. The meeting for Rifle & Pistol Individual Members shall be held prior to the date of the Annual General Meeting and shall be called by the Secretary General of the Association by giving the Rifle & Pistol Individual Members no less than 14 days notice in writing prior to the meeting. Notice shall be given in accordance with Articles 115 and 116 below. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held, specifying the place, the day and the hour of the meeting and in case of special business, the general nature of that business 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 Rules or 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 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 ninety-five (95) per cent of the total voting rights of all the members entitled to attend and vote at the meeting. - Page 17 of 25 -

18 68. The accidental omission by the Association to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive such notice shall not invalidate the proceedings at that meeting. 69. Rifle & Pistol Individual Members may nominate candidates to attend and to vote at the General Meeting and for the election of the posts of Council. Any nominated candidate has to be endorsed by at least one other Rifle & Pistol Individual Member. Notice shall be given in writing to the Secretary General of the Association of the names of the candidates together with the written consent from candidates so nominated not less than forty-eight (48) hours before the meeting at which the election is to take place. 70. The Association may fix the quorum for attending the meeting and until otherwise provided, two (2) Rifle & Pistol Individual Members shall form a quorum. 71. Rifle & Pistol Individual Members may attend the meeting by proxy in the same manner as provided at Articles 45 to 49 above. 72. The proceedings of the meeting shall be in the same manner as provided at Articles 35 to 44 above insofar as they are applicable. The Chairman of the Council, or another Council Member appointed by the Council in the absence of the Chairman of the Council, shall preside as the chairman of the meeting. 73. If the total number of candidates nominated by the Rifle & Pistol Section of the Association is more than two (2), the election of the two (2) candidates to be appointed to attend and vote at the General Meeting and to fill the posts of Council shall be by way of a simple majority ballot to be conducted by the representatives present at the meeting. In the event of a tie, a second simple majority ballot shall be conducted. In the event of a tie from the second ballot, the chairman presiding at the meeting shall have a casting vote. Meetings of Associate Clubs called by the Association 74. Every year, a meeting of Associate Clubs shall be called by the Secretary General of the Association to collectively elect one (1) representative from among the Associate Clubs to fill the post of Council. 75. The meeting for Associate Clubs shall be held prior to the date of the Annual General Meeting and shall be called by the Secretary General of the Association by giving the Associate Clubs no less than 14 days notice in writing prior to the meeting. Notice shall be given in accordance with Articles 115 and 116 below. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting is to be held, specifying the place, the day and the hour of the meeting and in case of special business, the general nature of that business 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 Rules or 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 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 ninety-five (95) per cent of the total voting rights of all the members entitled to attend and vote at the meeting. - Page 18 of 25 -

19 76. The accidental omission by the Association to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive such notice shall not invalidate the proceedings at that meeting. 77. Each Associate Club may nominate candidates for the election of the posts of Council. Notice shall be given in writing to the Secretary General of the Association of the names of the candidates together with the written consent from the candidates so nominated not less than forty-eight (48) hours before the meeting at which the election is to take place. 78. The number of representative to be appointed by each Associate Club to attend the meeting shall not be more than one (1). The Association may fix the quorum for attending the meeting and until otherwise provided, two (2) representatives from among Associate Clubs shall form a quorum. 79. Associate Clubs may attend the meeting by proxy in the same manner as provided at Articles 45 to 49 above. 80. The proceedings of the meeting shall be in the same manner as provided at Articles 35 to 44 above insofar as they are applicable. The Chairman of the Council, or another Council Member appointed by the Council in the absence of the Chairman of the Council, shall preside as the chairman of the meeting. 81. If the total number of candidates nominated by the Associate Clubs is more than one (1), the election of the candidate to be appointed to fill the post of Council shall be by way of a simple majority ballot to be conducted by the representatives present at the meeting. In the event of a tie, a second simple majority ballot shall be conducted. In the event of a tie from the second ballot, the chairman presiding at the meeting shall have a casting vote. The Council 82. The Council shall not be less than 6 and more than 17 in number. 83. No Council Member shall receive any remuneration for his services in the capacity of being a Council Member. 84. The Council Members may meet together for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings, as they think fit. 85. Council Members may, at any time, and the Secretary General shall upon the request of a Council Member, convene a meeting of the Council. Any Council Member who is at the time not in Hong Kong shall not during such time be entitled to receive notice of any such meeting. 86. The Chairman, or in his absence a person elected by the Council Members present at the meeting, shall preside at such Council Meetings. 87. Questions or matters arising at any meeting of or for the decision of the Council shall be decided by two-thirds of the Council Members present at the meeting. In case of equality of votes, the Chairman of the Council Meeting shall have a second or casting vote. - Page 19 of 25 -

20 88. (a) The affairs of the Association shall be governed by the Council who may do all such acts and exercise all such powers of the Association as may be required to give effect to the objects as described in the Memorandum of the Association and which are not by statute or by these Articles required to be done or exercised by the Association in General Meeting. (b) All resolutions and decisions of the Council shall be passed and decided by two-thirds of Council Members present at the Council meeting. (c) The Council Members shall be the directors of the Association within the meaning of the Companies Ordinance. 89. Subject as aforesaid the Council shall consist of:- (a) (b) (c) (d) Three (3) appointed representatives from Member Clubs; Two (2) elected representatives from Disciplinary Clubs who shall be elected annually by Disciplinary Clubs at a meeting called by the Secretary General of the Association. Two (2) elected representatives from Clay Target Individual Members who shall be elected annually by Clay Target Individual Members at a meeting called by the Secretary General of the Association. Two (2) elected representatives from Rifle & Pistol Individual Members who shall be elected annually by Rifle & Pistol Individual Members at a meeting called by the Secretary General of the Association. (e) One (1) elected representative from Associate Clubs who shall be elected annually by Associate Clubs at a meeting called by the Secretary General of the Association. 90. Any person may on the invitation of the Council become President of the Association unless otherwise determined by the Council. The post of President will be an honorary post of the Association and the President shall have no voting rights and no executive power or function. 91. The officers of the Council shall consist of a Chairman, a Secretary General, a Treasurer who shall be elected annually by the Council from their number. 92. Members shall not less than seven (7) days before the date of the Annual General Meeting notify the Secretary General of the Association in writing of the names of their respective appointed representatives to serve on the Council and any change made during the current year shall also be notified to the Secretary General of the Association in writing. 93. The Council shall have power, at all times, to appoint any persons who have rendered valuable services to the Association to become Honorary Presidents or Honorary Vice Presidents of the Association. Any person or persons so appointed shall be entitled to such privileges as the Council may from time to time determine but without any payment of any subscription fee or any liability of a Member nor shall such person or persons have any voice in the management of the affairs of the Association or any vote at any of its meetings. No such person shall be re-appointed by the Council after holding office for more than two (2) years except by an ordinary resolution passed at any Annual - Page 20 of 25 -