MEMORANDUM AND ARTICLES OF ASSOCIATION HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED

Transcription

1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED Incorporated the 22nd day of December, HONG KONG

2 THE COMPANIES ORDINANCE (CHAPTER 32) Company Limited by Guarantee and not having a Share Capital MEMORANDUM OF ASSOCIATION OF HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED 1. The name of the Company (hereinafter called the Association ) is HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED. 2. The Registered Office of the Association will be situated in Hong Kong. 3. The objects for which the Association is established are :- (1) To cooperate with and promote the best interest of the alumni of the HKU M.Sc in E-Commerce and Internet Computing Programme (hereinafter called the M.Sc Programme), and IT education in general. (2) To stimulate discussion of current business, economic, education and social and especially E-Commerce and Internet Computing issues. (3) To expand personal acquaintance among the graduates and former members of the M.Sc Programme, and to promote business and social relationships among its members. (4) To do all such other lawful things as are incidental or conducive to the attainment of the above objects. 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 employees or organizations of workers and organizations 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, however derived, shall be applied solely towards the promotion of the objects of the Association as set out in this Memorandum of Association. 2

3 (2) Subject to clause (3) 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) Nothing herein shall prevent the payment, in good faith, by the Association:- (a) (b) (c) (d) to any member of its Board of Directors of out-of-pocket expenses; of interest on money lent by any members of the Association or its Board of Directors at a rate to be determined by the Board of Directors from time to time. of reasonable and proper rent for premises demised or let by any member of the Association or of its Board of Directors; 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 Board of Directors is interested. (4) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with clause (3) 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 its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one Hong Kong dollar. 7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, this shall not be paid to or distributed among the members of the Association; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of clause 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 object. 3

4 THE COMPANIES ORDINANCE (CHAPTER 32) Company Limited by Guarantee and not having a Share Capital ARTICLES OF ASSOCIATION OF HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED 1. In these Articles :- Interpretation The Association means the Company registered as HKU M.SC IN E- COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED. Directors means any person for the time being appointed as a member of the Board of Directors of the Association. M.SC in e-commerce and i-computing means a M.SC Programme of the family of M.Sc.(Eng.) and M.Sc. Programmes related to e-commerce and/or internetcomputing in the University of Hong Kong. General Meeting means a general meeting of the members of the Association whether yearly or extraordinary. Member means a member of the Association and includes all classes of members unless specified otherwise in these Articles. The Office means the registered office for the time being of the Association or such place as the Board of Directors may designate from time to time. The Ordinance means the Companies Ordinance, Chapter 32. The Seal means the common seal of the Association. The Secretary means any person or corporation appointed to perform the duties of the secretary of the Association. These Articles means the Articles of Association of the Association for the time being. Words importing the singular members shall include the plural and vice-versa. Words importing the masculine gender shall include the feminine and the neuter gender. Expression referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form. These Articles shall be construed with reference to the provisions of the Ordinance and terms used in these Articles shall be taken as having the same respective meanings as they have when used in the Ordinance. 4

5 Purpose 2. The Association is established for the purpose expressed in the Memorandum of Association. Number of Members 3. For the purposes of registration, the number of members which includes Ordinary Members and Associate Members of the Association is declared not to exceed 5,000. Qualification of Members 4. Members of the Association shall be divided into the following categories, namely Ordinary Members and Associate Members. 5. There are two categories of membership as listed below :- Ordinary Members : Associate Members : Members other than the Associate Members are Ordinary Members. Members who have powers same as the Ordinary Members except that (i) they cannot hold the office of Chairman of the Board of Directors or President and (ii) the number of Director positions to be taken up by Associate members shall not exceed 50% of the total number of Directors of the Association. 6. Ordinary Membership in the Association shall be any one in Hong Kong who qualifies under one or more of the following categories and has paid the requisite membership fee :- (a) Has been admitted to the degree of M.Sc.(Eng.)(ECOM) or M.Sc.(Eng)(ICOM) or M.Sc.(eCom) or M.Sc.(ICOM) or other M.Sc. Programmes majoring in ecommerce and/or internet computing of the University of Hong Kong. (b) (c) Is or has been a teaching member of the HKU Science or Engineering or Business Faculties. all Ordinary Members of the Association admitted before or on 21 June Associate Membership shall be (i) any registered student of the Programmes of M.Sc. in e-commerce and/or i-computing in the University of Hong Kong, or (ii) any member of the HKU Science or Engineering or Business Faculties, and (iii) has paid the requisite membership fee. Admission of Members 5

6 8. The Board of Directors may from time to time prescribe, repeal, alter and / or add to any form of application for admission to or of nomination for membership. 9. Any person shall be deemed to have applied for admission to membership of the Association when he or she has completed and submitted the appropriate form to the Association. Notwithstanding of the above, the Board of Directors has the absolute right to reject any application for membership. 6

7 10. As a condition precedent to membership, every member shall pay an admission subscription fee to the Association. The amount of admission subscription payable shall be such amount as approved by the Board of Directors at the Executive Committee meeting before the first general meeting and thereafter by ordinary resolution at a general meeting of the Members from time to time. Retirement of Members 11. A member may resign by notice in writing to the Association which shall take effect upon the filing thereof with the Secretary but he shall be liable for payment of his subscription fee for the current year in which he resigns. 12. A member who has resigned in good standing may reapply for membership subject to the payment of the entrance fee and the condition stated in Article 9 hereof. 13. Membership in the Association shall terminate on the death, resignation or removal of the member. Rights of Members 14. Ordinary Members shall be entitled to hold elected and to appoint offices and positions of the Association. 15. The Board of Directors shall have the right to elect the Chairman subject to approval by the majority of the members attending the meeting. 16. Ordinary Members shall have the right to propose resolution and to vote at all the meetings of the Association. 17. Every member; including Ordinary Members and Associate Members is entitled to receive notice of all General Meetings. They are also entitled to attend and speak at general meetings. However, only Ordinary Members have right to vote at the meetings. The Associate Members have no right to vote at the meetings. The Associate Members have the right to apply for transfer to Ordinary Members when they satisfied the qualification for membership. 18. Every member shall have the right to participate in all activities organized and sponsored by the Association. 19. The rights and privileges of a member shall be personal to himself and is not transferable by the act of the member or by operation of law and shall cease upon the member s death or upon ceasing from any reason to be a member under the provisions of these Articles. General Meetings 20. The Association shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Association and that of the 7

8 next. Provided that so long as the Association holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Directors shall appoint. 21. Fifteen (15) or more members may, by written request to the Board of Directors, delivered to the registered office address of the Association, request the convening of a meeting of the Association. The written request must set out all the proposed resolutions; such meeting shall be held not later than four weeks after receipt of the written request by the Board of Directors. 22. All general meetings other than annual general meetings shall be called extraordinary general meetings. 23. The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 113 of the Ordinance. If at any time there are not within Hong Kong sufficient Directors capable of acting to form a quorum of a Directors Meeting to convene the extraordinary general meeting, any Directors or any ten members of the Association may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. Notice of General Meetings 24. An annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 days notice in writing at the least, and a meeting of the Association other than an annual general meetings 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 it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons as are, under the articles of the Association, entitled to receive such notices from the Association. Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed (a) (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 other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95 per cent of the total voting rights of all the members entitled to attend and vote at that meeting. 25. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 8

9 Proceedings at General Meetings 26. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Directors and auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors. 27. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save as otherwise provided, two (2) members present in person or by proxy shall be a quorum. 28. If within half an hour from the time appointed for the meeting a quorum is not present, the 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 Directors 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, but they shall have no power to alter, amend or make additions to the existing Memorandum and Articles of Association. 29. The Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Association, or if there is no such Chairman, or if he shall not be present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act or is absent from Hong Kong or has given notice to the Association of his intention not to attend the meeting, the Directors present shall elect one of their member to be chairman of the meeting. 30. If at any meeting no Director is willing to act as chairman or if no Director is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be chairman of the meeting. 31. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as previously stated it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 32. At any general meeting a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded - (a) (b) by the chairman of that meeting; or by at least 2 members present in person or by proxy. 9

10 Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn. 33. Except as provided in Article 32, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 34. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 35. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. Votes of Members 36. Every Ordinary Member or Associate Member shall have one vote. The number of Director positions to be taken up by Associate Members shall not exceed 50% of the total number of Directors of the Association. 37. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands, or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, in a poll, vote by proxy. 38. No member shall be entitled to vote at any general meeting unless all moneys payable by him to the Association in his capacity as member, and which have been outstanding for more than 1 month after falling due for payment, have been paid. 39. On a poll, votes may be given either personally or by proxy. 40. The instrument appointing a proxy shall be in writing under the hand of the appointer or of this attorney duly authorized in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a member of the Association. 41. The use of proxies at the Annual General Meeting, or any meeting, may be used provided that the proxy form which is to be attached to the notice of the meeting be sent to all members accompanied by specific resolutions for which the absent 10

11 member using a proxy could vote. Executed proxies should be returned to the Secretary of the Association for confirmation of their membership at least 48 hours before the meeting. For the purpose of quorum of any meeting, a proxy shall qualify as attendance. 42. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit - HKU M.SC IN E-COMMERCE AND INTERNET COMPUTING ALUMNI ASSOCIATION LIMITED I/We, of, being a member/members of the above named Association, hereby appoint of or failing him of, as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the Association to be held on the day of 20, and at any adjournment thereof. Signed this day of The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 44. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at the office before the commencement of the meeting or adjourned meeting at which the proxy is used. Directors 45. The management of the affairs of the Association shall be vested in the Board of Directors. 46. The number of the Directors shall consist of not less than five (5) nor more than twenty (20). 47. The first Members of the Board of Directors shall be determined and appointed in writing by all the subscribers to the Memorandum and shall hold office until the conclusion of the first Annual General Meeting. The first Chairman of the Board of Directors and Chartered President shall be a Director of the Association. 48. The Chairman of the Board of Directors may be elected amongst the Directors. The immediate past President and the Current President will also be a Director. 49. The other members of the Board of Directors shall be elected by Members of the Association entitled to vote at Annual General Meetings and shall hold office 11

12 until the conclusion of the following Annual General Meeting. All retiring members of the Board of Directors shall be eligible for re-election. Powers and Duties of Directors and Officers 50. The business of the Association shall be managed by the Board of Directors and the Officers which consist of a President, three or more vice-presidents, a Secretary and a Treasurer who may pay all expenses incurred in promoting and registering the Association, and may exercise all such powers of the Association as are not, by the Ordinance or by these Articles, required to be exercised by the Association in general meeting, subject nevertheless to the provisions of the Ordinance or these Articles and to such regulations, being not inconsistent with these provisions, as may be prescribed by the Association in general meeting; but no regulation made by the Association in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. 51. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by authorized persons duly authorized and appointed by the Board of Directors from time to time. 52. The Directors shall cause minutes to be made in books provided for the purpose- (a) of all appointments of officers made by the Directors; (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; (c) of all resolutions and proceedings at all meetings of the Association, and of the Directors, and of committees of Directors, and every Director present at any meeting of Directors or committee of Directors shall sign his name in a book to be kept for that purpose. 53. The Board of Directors shall be the policy-making body of the Association and continuously observe activities of the Association to ensure adherence to approve policies. 54. The Chairman of the Board of Directors shall preside at all meetings of the Directors and perform the usual duties incumbent upon such a position. In his absence, an Acting Chairman, who shall be elected by the Board of Directors amongst themselves, as necessary, shall so act. 55. Any Directors shall have access to the books, records and mailing list of the Association. The Board of Directors at its discretion may request a financial statement from the Treasurer and may request an accounting from any Officer and shall have power to approve or reject the actions or recommendations of any Officer or Committee. 56. Without prejudice to the general powers conferred by the Articles hereof, the Board of Directors shall have power:- 12

13 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) To pay the costs, charges and expenses preliminary and incidental to the formation, establishment and registration of the Association; To lease, purchase or otherwise acquire for the Association and property rights and privileges on such terms and conditions as they think fit and do pay for the same either in cash, by debentures or other securities of the Association; To enter into such contracts and do all such acts and things as they may think expedient for the purposes of the businesses of the Association; To exercise all the borrowing powers of the Association not required by the Ordinance or these Articles to be exercised by the Association in General Meeting; To mark, give, accept endorse, transfer and negotiate such bills of exchange or other similar obligations as the Board of Directors may think desirable in carrying on the business of the Association; To define and vary the duties and powers of the officers; To appoint and at their discretion remove or suspend managers, agents secretaries, clerks, servants, workmen or other employees for carrying on the business of the Association; and to determine the powers and duties of such persons and fix their salaries or emoluments and to sanction the payment of the same out of the funds of the Association; To appoint any Association, firm or person or body of persons to be the attorney or attorneys of the Association for such purposes and with such powers, authorities and discretion and for such period and subject to such conditions as they may think fit; To investigate any charge of misconduct against any member of the Association; To call upon any member of the Association for an explanation of any conduct of such member which may in the opinion of the Board of Directors appear to be dishonorable and improper; To invest and deal with the monies of the Association not immediately required upon such investments and securities and in such manner allowed by laws as may from time to time be determined; and To institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers or otherwise concerning the affairs of the Association. Disqualification of Directors 57. The office of a Director shall be vacated if such Director:- 13

14 (a) (b) (c) (d) (e) becomes prohibited from being a Director by reason of any order made under Section 168E, 168F, 168G or 168H of the Ordinance, or becomes bankrupt or suspends payment or compounds with his creditors, or is found lunatic or being of unsound mind as certified by a Registered Medical Practitioner, or resigns office by notice in writing to the Association, or is absent from the meeting of the Directors for twelve consecutive months without the consent of the other Directors. 58. The term of office of a Director shall be one (1) year. At the Annual General meeting of the Association, one-half of the Directors, or if, their number is not an even number, then the number nearest to but not exceeding one-half, shall retire from office. A retiring Director shall be eligible for re-election. 59. The Directors to retire in the Annual General Meeting shall be those who have been longest in office since their last election, but for those persons who become Directors on the same day, the one going to retire shall (unless they otherwise agree among themselves) be determined by lot. 60. The Board of Directors shall appoint a Nominating Committee for Directors at least one month before the Annual General Meeting of the Association. The Committee shall nominate the new Directors whose appointments will be determined at the forthcoming Annual General Meeting by the voting Members. The appointment of any new Director must be approved by the Board of Directors at a Meeting of the Directors prior to extending any invitation to a candidate to serve on the Board of Directors. Newly elected Directors will take the respective offices with effect from the closure of the meeting. Special consideration shall be made to those prospective members who have been most active or influential either as an Officer or as a Member, in the conduct of the Association s affairs. 61. Notification of election of Directors and any changes thereafter shall be transmitted to the Faculty of Engineering at the University of Hong Kong. Proceeding of Directors 62. The quorum necessary for the transaction of the business of the Directors shall be five (5). 63. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and the secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of Directors to any Director who has served notice to the Association that he is not in Hong Kong. 64. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or 14

15 pursuant to the articles of the Association as the necessary quorum for meeting of the Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Association, but for no other purpose. 65. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their members to be chairman of the meeting. 66. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. 67. A committee may elect a chairman of its meetings; if no such chairman is elected, or if any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the members present may choose one of their members to be chairman of the meeting. 68. A committee may meet and adjourn meeting as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting. 69. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director 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 and was qualified to be a Director. 70. A resolution in writing, signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Officers 71. The Officers shall be the administrative body of the Association and shall consist of President, three (3) or more Vice Presidents, Secretary and Treasurer. All Officers shall be elected in the manner as provided in these Articles. Notification of election of such Officers or any changes thereafter shall be transmitted to the Alumni Programmes Office at the Hong Kong University. 72. The President shall preside at all meetings of the Officers of the Association and perform the usual duties encumbent upon such a position. 73. The Association shall have three (3) or more Vice Presidents. Each Vice- President shall carry out such duties and functions as may be delegated to him 15

16 by the President. In the temporary absence of the President, a Vice-President shall be designated by the President to exercise and perform his duties. 74. The Board of Directors may from time to time by resolution appoint or remove a Secretary. In the event that the secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its Board of Directors or officers duly authorized. The first secretary shall be Hongkong Managers and Secretaries Limited who may resign from this office upon giving notice to the Association, and be in its custodian of the records of the Association. The Secretary shall keep records of the minutes of all the meetings regarding the Association, and be in its custodian of the records of the Association, conduct correspondence, and have charge of the mailing list. He shall keep available for inspection by the Association Members copies of the Memorandum and Articles of Association. 75. The Treasurer shall be authorized to collect all monies payable to the Association, shall be charged with keeping of the funds of the Association and from such funds shall make the necessary disbursements. He shall keep the Association s financial accounts and shall enter in detail all receipts and disbursements. He shall be authorised to open one or more accounts in the name of the Association and deposit all fund therein. Such accounts and their purpose must be approved by the Board of Directors. The conduct and signatories of such accounts must be approved by the Chairman upon recommendation of the Treasurer and reported at the next meeting of officers or no later than five days after the accounts(s) have been opened. The Treasurer shall give a report on the status of the financial statement at the Annual General Meeting of the Association. 76. The term of office of each Officer shall be one year. Each Officer is entitled to re-election for further term or terms. 77. Any Officer absenting himself from three meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from his post and a successor may be appointed by the Board of Directors to serve until the next Annual General Meeting. Elections of Officers 78. The Board of Directors shall appoint a Nominating Committee for Officers at least one month before the Annual General Meeting of the Association. Where applicable, the Committee shall nominate a President for the coming year. The nominated President or the continuing President shall recommend to the Nominating Committee a slate of Officers, consisting of two (2) or more Vice Presidents, a Secretary and a Treasurer to serve with him in the forthcoming year. 79. The Nominating Committee shall at a meeting of the Board of Directors called for that purpose approve a list of nominations for the positions of President, Vice-Presidents, Secretary, and Treasurer to serve the Association in the coming 16

17 year. The meeting of Board of Directors to ratify the nominations shall be held at least seven (7) calendar days before the Annual General Meeting. 80. The annual election of Officers shall be held at the Annual General Meeting of the Association. Nothing in these Articles shall prevent the nomination of members for any or all of these positions by any member of the Association when properly made. For such nominations, a member should write to the Nominating Committee suggesting the name of the candidate, and the position for which he is recommending the candidate, together with appropriate information on such an individual. This written notice must be received by the Nominating Committee at least fourteen (14) working days before the Annual General Meeting. Newly elected Officers will take the respective offices with effect from the closure of the meeting. Special Committees 81. The President, with the approval of the Board of Directors, from time to time may appoint such additional or Special Committees as he deems advisable. No committee shall take any action committing the Association without the express authorization of the President and the Board of Directors. Action by any committee shall be upon affirmative vote of a majority of the committee members. The Seal 82. The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf, any every instrument to which the seal shall be affixed shall be signed by a Director and shall be countersigned by the secretary or by a second Director. Accounts 83. The Directors shall cause proper books of account to be kept with respect to- (a) (b) (c) all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place; all sales and purchases of goods by the Association; and the assets and liabilities of the Association. Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of the Association s affairs and to explain its transactions. 84. The books of account shall be kept at the registered office of the Association, or, subject to section 121(3) of the Ordinance, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. 85. The Directors shall from time to time determine whether and to what extent and 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 17

18 members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorized by the Directors or by the Association in general meeting. 86. The Directors shall from time to time in accordance with sections 122 and 129D of the Ordinance, cause to be prepared and to be laid before the Association in general meeting such income and expenditure accounts, balance sheets and reports as are referred to in those sections. 87. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Association in general meeting, together with a copy of the Directors report and a copy of the auditor s report, shall not less than 21 days before the date of the meeting be sent to every member of the Association; Provided that this article shall not require a copy of those documents to be sent to any member of whose address the Association is not aware. Audit 88. Auditors shall be appointed and their duties regulated in accordance with the Ordinance. 89. By accepting and maintaining membership in the Association, each member releases and holds harmless the Association, its Board of Directors, employees and agents from and against any claims, demands, or liability whatsoever relating to the application, interpretation, or enforcement of these Articles. Fiscal Year 90. The Treasurer, under the President s supervision, shall cause true accounts to be kept of the amounts received and expended and of the assets, credits and liabilities of the Association. The fiscal year end date shall be determined and fixed from time to time by the Board of Directors. The Treasurer shall give a report on the status of the financial statements at the Annual General Meeting of the Association. Applications of Funds 91. The funds of the Association shall be applied for purposes in connection with the formation, activities, development or dissolution of the Association and for any other purpose which in the opinion of the Board of Directors is beneficial to the Association or instrumental to the furtherance or realization of the Association s objectives. Notices 92. Every member shall register with the Association an address in Hong Kong to which notices can be sent and if any member shall fail to do so, notice may be given to such member by sending the same in any of the manners hereinafter 18

19 mentioned to his last known place of business or residence or, if there is none, by posting the same for three (3) days at the registered office of the Association. 93. A notice may be given by the Association to any member either personally or by sending it by post to him to his registered address. 94. When a notice is sent by post, service of notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the expiration of twenty-four (24) hours after the letter containing the same was posted. Winding up 95. The provisions of Clause 7 of the Memorandum of Association relating to the winding-up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles. Indemnity for Officers 96. The Members of the Board of Directors and the agents and officers for the time being of the Association shall be indemnified out of the funds of the Association against all costs, charges, losses, damages and expenses which they or any of them respectively incur or be put to on account of any contract, act, deed, matter or thing, which shall be made, done entered into or executed by them respectively on behalf of the Association, and shall be reimbursed by the Association all reasonable expenses incurred by them in or about any legal proceedings or arbitrations on account of the Association or otherwise in the execution of their respective offices except as herein otherwise provided, and excepting such costs damages and expenses as shall happen through their respective wilful net. And they or any of them shall not be chargeable for any money which they or he shall not actually receive, nor be answerable for the act, receipt, neglect, or default or any other officer, not for any banker, broker, collector, agent or other persons appointed by the Association with whom or into whose hands and property or monies of the Association shall be deposited, not for the insufficiency of any security upon which any of the monies of the Association shall be invested, nor any loss of damage which may happen except where the same shall happen by or through their or his own wilful act. Amendments 97. These articles may be repealed, amended or re-enacted only by special resolution of the Members. A special resolution to be passed must be adopted by not less than three-fourths of the votes cast by such members present, in person or by proxy, at a General Meeting of which notice of intention to propose the resolution as a special resolution has been duly given. Interpretation 98. Any questions as to the interpretation of these Articles shall be determined by the Board of Directors whose decision on any point shall be final and all matters 19

20 not specially provided for in these Articles shall be left to the decision of the Board of Directors whose ruling shall be conclusive. 20