Certificate of Incorporation No by legalstuff1

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									Certificate of Incorporation No.: 270287




                                           MEMORANDUM



                                               AND



                                ARTICLES OF ASSOCIATION



                                                OF



                              ROTARY CLUB OF HONG KONG



                                           _____________



                           Incorporated the 22nd day of January, 1990



                                           _____________


                               INCORPORATED IN HONG KONG
                                           ______________
No. 270287


編號



                                                        (COPY)

                                    CERTIFICATE OF INCORPORATION
                                             公司註冊證書
                                        _______________________


                                           I HEREBY CERTIFY THAT
                                                 本人茲證明


                                       ROTARY CLUB OF HONG KONG




(the word „Limited‟ being omitted by licence granted by me) (本人已發予許可證將「有限公司」字

樣刪除)

is this day incorporated in Hong Kong under the Companies Ordinance, and that this Company is

limited. 於本日在香港依據公司條例註冊成為有限公司。

Given under my hand this Twenty-second day of January One Thousand Nine Hundred and Ninety.

簽署於一九九零年一月二十二日




                                                                             (Sd.) Mrs. S. Lam

                                                                          p. Registrar General

                                                                      (Registrar of Companies)

                                                                                 Hong Kong.


                                                                                                 
                                                                  香港註冊總署署長暨公司註冊官




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                                                                  (註冊主任林黎小蘭代行)




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                             THE COMPANIES ORDINANCE (Chapter 32)


                                              ____________________

                       Company Limited by Guarantee and not having a Share Capital

                                              ____________________

                                     MEMORANDUM OF ASSOCIATION

                                                           OF

                                       ROTARY CLUB OF HONG KONG

                                                  _______________

1.     The name of the Company is “ROTARY CLUB OF HONG KONG” (hereinafter called “the
       Club”).

2.     The registered office of the Club will be situated in Hong Kong.

3.     The objects for which the Club is established are:-

       (a)     to adopt the objects of Rotary International in encouraging and fostering the ideal of
               service as a basis of worthy enterprise and, in particular, to encourage and foster:-

               i)      the development of acquaintance as an opportunity for service;

               ii)     high ethical standards in business and professions; the recognition of the
                       worthiness of all useful occupations; and the dignifying by each Rotarian‟s
                       occupation as an opportunity to serve society;

               iii)    the application of the ideal of service in each Rotarian‟s personal, business and
                       community life;

               iv)     the advancement of international understanding, goodwill, and peace through a
                       world fellowship of business and professional adults united in the ideal of service;
                       and to comply with the rules of Rotary International.

       (b)     to takeover the assets and liabilities, rights and benefits of the unincorporated body
               known as the Rotary Club of Hong Kong.

       (c)     to further any purpose or purposes which are in law considered to be charitable, in any
               part of the world and particularly in Hong Kong and without prejudice to the generality
               of the foregoing:-

               i)      to make provision for the relief of poverty and suffering; the comfort, relief and
                       protection of the infirm, impotent, aged, sick or poor; the provision of medical
                       and/or surgical attention and/or recuperative treatment to those in need of the
                       same; to prevent or check the spread or incidence of disease or disability; to
                       provide protection and care for children, animals and other creatures who may
                       appear to be in need of the same;


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               ii)     to promote education, religion, teaching, learning, art, science and research, and to
                       do all acts and things calculated to assist in connection with such promotion;

               iii)    to provide such facilities for recreation, sport and other activities whatsoever as
                       shall be or calculated to be beneficial to the community or an appreciable body
                       thereof;

               iv)     to promote or assist in promoting the moral, physical and/or social well-being of
                       the community or an appreciable body thereof; and

               v)      to carry out and perform all and any other acts, works, enterprises or things as are
                       of a charitable nature.

4.     In furtherance of the above objects but not otherwise, the Club shall have the following powers:

       (a)     to apply for, invite, collect and receive from private individuals, associations, companies,
               corporations or authorities, donations, gifts, grants, subscriptions, endowments and other
               assistance;

       (b)     to acquire and hold any real or personal property, and to sell, improve, manage, demise,
               let, mortgage, dispose of, turn to, account or otherwise deal with the same, and to
               construct, maintain or alter any buildings or works;

       (c)     to undertake and execute any trusts necessary for the attainment of any of the objects of
               the Club;

       (d)     to lend, invest and deal with the moneys of the Club not immediately required for its
               purpose in or upon such investments, securities or property as may be thought fit, subject
               nevertheless to such conditions (if any) and such consents (if any) as may for the time
               being be imposed or required by law (and subject also as hereinafter provided);

       (e)     to issue appeals for and collect money and goods in kind, and to organise events or
               entertainments of any kind for the purpose of raising funds for carrying out the objects of
               the Club;

       (f)     to borrow, raise and secure the payment of money for the objects of the Club or for
               making investments for the Club on such terms and on such security as may be thought
               fit including by way of mortgage or other instruments, charging all or any of the property
               and assets of the Club (both present and future) and to issue any securities which the
               Club has power to issue by way of security or indemnity to any person whom the Club
               has agreed or is bound or willing to indemnify, or in satisfaction of, or as security for any
               liability undertaken by it in furtherance of its object as aforesaid;

       (g)     to guarantee the debts and liabilities and the performance of contracts by any persons,
               companies or associations in furtherance of the objects of the Club or for protecting or
               enhancing the investments of the Club;

       (h)     to donate money, provide funds, make gifts in kind and promise gifts to or for others
               whether charitable organisations or not for the purpose of charitable objects being carried
               out or achieved;

       (i)     to subscribe for, take, purchase or otherwise acquire and hold shares, stocks, debentures
               or other securities of any other association or company having objects altogether or in
               part similar to those of the Club or carrying on any enterprise or operation capable of
               being conducted so as directly or indirectly to benefit the Club;


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       (j)     to vest any real or personal property, rights or interest acquired or belonging to the Club
               in any person or company on behalf of or for the benefit of the Club and with or without
               any declaration of trust in favour of the Club;

       (k)     to appoint, employ and remunerate and from time to time if thought fit, to dismiss and
               replace with others such trustees, clerks, servants, agents or other employees as the Club
               may think fit, to hold administer and manage on behalf of the Club all or any part of the
               property and assets of the Club, to subscribe to pension funds for the benefit of such
               employees and servants, or provide pensions or allowances for such employees or
               servants on their retirement, and to make grants to dependants or connections of
               employees or servants;

       (l)     to retain and remunerate lawyers, accountants, surveyors or other professional or non-
               professional advisers or consultants as may be considered expedient;

       (m)     to indemnify so far as the law permits any member of the Board of Directors of the Club
               in respect of any action taken or to be taken or liability incurred or to be incurred by him
               in any action in connection with the furtherance of any objects of the Club;

       (n)     to apply for, promote and obtain any charter, ordinance, enactment or order for enabling
               the Club to carry out any of its objects into effect or for effecting any modification of the
               Memorandum and Articles of Association of the Club or which may seem appropriate
               directly or indirectly to benefit the Club or for any other purpose which may seem
               expedient and to oppose any bills proceedings or applications which may seem
               calculated or likely directly or indirectly to prejudice the interest of the Club;

       (o)     to establish or promote or concur in establishing or promoting any company or
               companies which may seem directly or indirectly calculated to benefit the Club provided
               that by so doing the Club shall not have established or promoted a subsidiary of its own;

       (p)     to undertake and perform all or any of the things herein mentioned in any part of the
               world either as principals, agents, trustees, contractors or otherwise and either alone or
               jointly with others and either by or through agents, sub-contractors, trustees or otherwise;

       (q)     to enter into any arrangements with any governments or authorities or any person or
               company that may seem conducive to the objects of the Club, or any of them, and to
               obtain from any such government, authority, person or company any rights, privileges,
               charters, contracts, licences and concessions which the Club may think is desirable to
               obtain and to carry out, exercise and comply therewith;

       (r)     to pay out of the funds of the Club all expenses which the Club may lawfully pay with
               respect to the formation and registration of the Club;

       (s)     to procure the Club to be registered or recognised in any part of the world; and

       (t)     to do all such other lawful things as are incidental or conducive to the attainment of the
               objects of the Club or any of them, provided that:-

               i)      the objects set forth in any sub-clause of this clause 4 shall not, except when the
                       context expressly so requires, be in any way limited or restricted by reference to or
                       inference from the terms of any other sub-clause;

               ii)     the Club shall not support with its funds any purpose which is not a charitable
                       purpose;



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               iii)    in case the Club shall take or hold any property which may be subject to any trusts,
                       the Club shall only deal with or invest the same in such manner as allowed by law
                       having regard to such trusts;

               iv)     the objects of the Club shall not extend to the regulation of relations between
                       workers and employers or organisations of workers and organisations of
                       employers.

       (u)     The powers conferred by the Seventh Schedule of the Companies Ordinance (Chapter
               32) are to be excluded.

5.     The profits (if any) or other income and property of the Club shall be applied solely towards the
       promotion of the objects of the Club as set forth in this Memorandum of Association, and no
       portion thereof shall be paid or transferred, directly or indirectly, by way of dividend bonus or
       otherwise howsoever by way of profit to the members of the Club, provided that nothing herein
       shall prevent the payment in good faith of reasonable and proper remuneration to any officer or
       servant of the Club or to any member of the Club not being a member of the Board or
       governing body of the Club in return for any services actually rendered to the Club, nor prevent
       the payment of interest at the rate not exceeding two per cent per annum above the prime rate
       established by The Hong Kong and Shanghai Banking Corporation Limited for Hong Kong
       dollar loans , nor the payment of reasonable or proper rent for premises demised or let by any
       member to the Club, but so that Directors and the governing body of the Club shall not be
       entitled to be appointed to any salaried office of the Club or any office of the Club paid by fees
       or receive any remuneration or other benefit in money or money‟s worth except repayment of
       out-of-pocket expenses and interest at the aforesaid rate on money lent, or reasonable and
       proper rent for premises demised or let to the Club provided that the provision last aforesaid
       shall not apply to any payment to any company of which a member of the Board of Directors
       and the governing body may be a member, and in which such member shall not hold more than
       one-hundredth part of the capital, and such member shall not be bound to account for any share
       of profits he may receive in respect of any such payment.

6.     The liability of the members is limited.

7.     Each member of the Club undertakes to contribute to the assets of the Club, in the event of the
       same being wound up while he is a member or within one year after he ceases to be a member,
       for payment of the debts and liabilities of the Club 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 HK$25.00.

8.     If upon the winding up or dissolution of the Club there remains, after the satisfaction of all
       debts and liabilities, any property whatsoever, the same shall not be paid to or distributed
       among the members of the Club, but shall be given or transferred to some other institution or
       institutions established for charitable purposes only, 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 Club under or by virtue of Clause 5 hereof, such institution or institutions to be
       determined by the members of the Club at or before the time of dissolution and in default
       thereof by a judge of the High Court of Hong Kong Special Administrative Region having
       jurisdiction in regard to charitable funds, and if so far as effect cannot be given to such
       provision, then to some charitable object or objects and in such manner as the members of the
       Club shall determine.

We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous
  of being formed into a Company in pursuance of this Memorandum of Association:-



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                               Names, Addresses and Descriptions of Subscribers



           (Sd.) DOMINIQUE E. VESSIGAULT
                 15th Floor, Monticello,
                 48 Kennedy Road,
                 Hong Kong.

                   Company Director



           (Sd.) ARTHUR WING-HUNG CHOA (蔡永熊)
                 25E Robinson Road,
                 2nd Floor,
                 Hong Kong.

                   Architect


       Dated the 15th day of November, 1989.
   Witness to the above signatures:


                                                                  (Sd.) Victor Lap-Lik Chu
                                                                           Solicitor,
                                                                          Hong Kong
                                                                  31st Floor, Jardine House,
                                                                     1 Connaught Place,
                                                                         Hong Kong.




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                                THE COMPANIES ORDINANCE (Chapter 32)


                                                __________________


                       Company Limited by Guarantee and not having a Share Capital


                                                __________________


                                        ARTICLES OF ASSOCIATION

                                                           OF

                                      ROTARY CLUB OF HONG KONG


                                                 _________________

                                                  PRELIMINARY

1.     The Regulations contained in Table C in the First Schedule to the Companies Ordinance shall
       not apply to the Club.

2.     (a)     These Articles shall be construed with reference to the provisions of the Companies
               Ordinance (Chapter 32) or any statutory modification thereof (“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 so far as the meanings are not modified by these
               Articles.

       (b)     In these Articles, unless the context otherwise clearly requires, the following words shall
               have the following meanings:-


               “attendance” or “presence” at a general or board meeting of the Club shall include
               attendance by phone or other electronic means;

               “By-Laws” shall mean the By-Laws of the Club;

               “convention of RI” shall mean the annual international meeting of RI;

               “Council on Legislation” shall mean the legislative body of RI;

               “Director” shall mean a member of the Board of Directors of the Club;

               “district assembly” shall mean a meeting of incoming club presidents, secretaries and
               other club leaders (designated by the RI Board) in a district;

               “district conference” shall mean a meeting held annually in each district to further the
               program of Rotary through fellowship, inspirational addresses, and the discussion of
               matters relating to the club and district affairs;




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               “District Governor” shall mean the officer of RI in the district, functioning under the
               general control and supervision of the Board of RI;

               “Interact Club” shall mean a club which is organised, sponsored and supervised by a
               Rotary Club or Clubs composing of students at the secondary school or pre-university
               level or young people between the ages of 14 to 18;

               “International Assembly” shall mean the International Assembly held annually for the
               purpose of conference and planning cooperatively the work and activities of RI for the
               ensuing year;

               “locality of the Club” shall mean the Hong Kong Special Administrative Region of the
               People‟s Republic of China, and in particular its central business districts;

               “mail”, “mailing”, “ballot-by-mail” and “writing” shall include utilization of electronic
               mail (e-mail) and internet technology and record-keeping;

               “member” shall mean a member, other than an honorary member, of the Club;

               “Ordinance” shall mean the Companies Ordinance, Chapter 32;

               “President” shall mean the president of the Club as appointed from time to time;

               “regional conference” shall mean a meeting that brings together Rotarians of a particular
               region to develop and promote acquaintance and understanding and to provide a forum
               for exchange of ideas and discussion of Rotary topics;

               “RI”, or “Rotary International” shall mean the association of Rotary Clubs throughout
               the world;

               “Rotaract Club” shall mean a club which is organised, sponsored and counselled by a
               Rotary Club or Clubs composed of young adults between the ages of 18 and 28 inclusive,
               who are residing, employed or studying within the locality of the sponsoring Rotary Club
               or within immediately adjacent territory in which there is no Rotaract Club;

               “Rotary Club” shall mean a member club of the Rotary International;

               “Rotary Institute” shall mean a instructional, motivational, and fellowship meeting for
               past, current, and incoming District Governors and other Rotary International officers
               from certain districts which comprise a zone, area, or region;

               “Secretary” shall mean the secretary of the Club as appointed from time to time;

               “Sergeant-at-arms” shall mean the sergeant-at-arms of the Club as appointed from time
               to time.

               “the Board” shall mean the Board of Directors for the time being of the Club.

               “the Club” shall mean “Rotary Club of Hong Kong”;

               “these Articles” shall mean these Articles of Association as altered from time to time by
               special resolution;

               “Treasurer” shall mean the treasurer of the Club as appointed from time to time; and


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               “Vice-President” shall mean a vice-president of the Club as appointed from time to time;

               “year” shall mean the twelve-month period which begins on 1st day of July;

               Words importing the singular number only shall include the plural, and the converse
               shall also apply.

               Words importing males shall include females and words importing individuals shall
               include corporations and firms.

3.     The Club is established for the purposes expressed in the Memorandum of Association.

                                                   MEMBERSHIP

4.     Number of Members

       (a)     For the purpose of registration, the number of the members of the Club is declared not to
               exceed 300, but the Board may from time to time register an increase of members.

       (b)     The subscribers to the Memorandum of Association and such other persons as the Board
               shall admit to membership shall be members of the Club until they cease to be members
               as hereinafter provided. No such person shall become a member until his name has been
               entered in the register of members of the Club.

       (c)     The existing members of the Rotary Club of Hong Kong shall automatically be admitted
               as the first members of the Club having the same status in the Club as they have in the
               Rotary Club of Hong Kong.

5.     (a)     New Member

               No person other than the subscribers to the Memorandum of Association shall be
               admitted to membership of the Club until after he has applied in writing to the Club to
               become a member and then only upon the Board resolving to admit him to membership
               of the Club. Forthwith upon a new member being admitted his name shall be entered in
               the Register of Members.

       (b)     General Qualifications

               The Club shall be composed of adult persons of good character and good business and
               professional reputation.

       (c)     Kinds

               The Club shall have two kinds of membership, namely: active and honorary.

       (d)     Active Membership

               The Club shall be composed of active members who are adult persons of good character
               and good business and professional reputation:-

               i)      engaged as a proprietor, partner, corporate officer, or manager of any worthy and
                       recognised business or profession; or




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               ii)     hold an important position in any worthy and recognised business or profession or
                       any branch or agency thereof and have executive capacity with discretionary
                       authority; or

               iii)    having retired from any position listed in sub-subsection (i) or (ii) of this
                       subsection (d) and having their places of business or residence located in the
                       locality of the Club or the surrounding area.

               An active member moving from the locality of the Club or the surrounding area may
               retain membership in the Club where the member‟s board grants such permission and the
               said active member continues to stay active in the same classification. If a member
               retires, or a member with three (3) or more years of service changes residence or place of
               business so that the member no longer meets the foregoing locality requirements, the
               Club may continue the member‟s membership without change of classification.

       (e)     Transferring or Former Rotarian

               A member may propose to active membership a transferring member or former member
               of a Rotary Club, if the proposed member is terminating or has terminated such
               membership in the former club due to no longer being engaged in the formerly assigned
               classification of business or profession within the locality of the former club or the
               surrounding area. The transferring or former member of a club being proposed to active
               membership under this section may also be proposed by the former club.

       (f)     Dual Membership

               No person shall simultaneously hold active membership in this Club and another Rotary
               Club. No person shall simultaneously be a member and an honorary member in the Club.
               No person shall simultaneously hold active membership in this the Club and membership
               in a Rotaract Club.

       (g)     Honorary Membership

               i)      Eligibility for Honorary Membership

                       Persons who have distinguished themselves by meritorious service in the
                       furtherance of Rotary ideals may be elected to Honorary Membership in the Club.
                       The term of such membership shall be as determined by the Board . Persons may
                       hold Honorary Membership in more than one Rotary Club.

               ii)     Rights and Privileges

                       Honorary members shall be exempt from the payment of admission fees and dues,
                       shall have no vote and shall not be eligible to hold any office in the Club. Such
                       members shall not hold classifications, but shall be entitled to attend all meetings
                       and enjoy all the other privileges of the Club. No Honorary Member of the Club is
                       entitled to any rights and privileges in any other Rotary Club, except for the right
                       to visit other clubs without being the guest of a Rotarian.

       (h)     Holders of Public Office

               Persons elected or appointed to public office for a specified time shall not be eligible to
               active membership in the Club under the classification of such office. This restriction
               shall not apply to persons holding positions or offices in schools, colleges or other
               institutions of learning or to persons who are elected or appointed to the judiciary.

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               Members who are elected or appointed to public office for a specified period may
               continue as such members in their existing classifications during the period in which they
               hold such office.

       (i)     Rotary International Employment

               The Club may retain in its membership any member employed by RI including the Club.

       (j)     Existing Titles

               Senior active, past service and additional active members at the time these revised
               regulations are adopted will be active members continuing on the same terms and
               conditions as they had before under their previous title.

       (k)     Classifications

               i)      General Provisions

                       a.    Principal Activity

                             Each member shall be classified in accordance with the member‟s business or
                             profession. The classification shall be that which describes the principal and
                             recognised activity of the firm, company or institution with which the
                             member is connected or that which describes the member‟s principal and
                             recognised business or professional activity.

                       b.    Correction or Adjustment

                             If the circumstances warrant, the Board may correct or adjust the
                             classification of any member. Notice of a proposed correction or adjustment
                             shall be provided to the member and the member shall be allowed a hearing
                             thereon.

               ii)     Limitations

                       The Club shall not elect a person to active membership from a classification if the
                       Club already has five (5) or more members from that classification, unless the
                       Club has more than fifty (50) members, in which case, the Club may elect a person
                       to active membership in a classification so long as it will not result in the
                       classification making up more than 10% of the Club‟s active membership.
                       However no member of the Club will lose his membership on adoption of these
                       restrictions even if the limits are exceeded. Members who are retired shall not be
                       included in the total number of members from a classification. If a member
                       changes classification, the Club may continue the member‟s membership under the
                       new classification notwithstanding these limitations.

       (l)     Attendance

               i)       General Provisions

                       Each member should attend the Club‟s regular meetings. A member shall be
                       counted as attending a regular meeting if the member is present for at least 60% of
                       the meetings, or is present and is called away unexpectedly and subsequently
                       produces evidence to the satisfaction of the Board that such action was reasonable,
                       or makes up for an absence in any of the following ways:-

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                               (a)14 Days Before or After the Meeting

                               If, within fourteen (14) days before or after the regular time for that
                               meeting, the member:-

                               (1a.) attends at least 60% of the regular meetings of another Rotary Club,
                                     Rotary Community Corporation or of a provisional club; or

                               (2b.)attends a regular meeting of a Rotaract or Interact Club, Rotary
                                    Community Corporation or of a provisional Rotaract or Interact Club;
                                    or

                               (3) attends a convention of RI, a Council on Legislation, an International
                                   Assembly, a Rotary institute for past and present officers of RI, a
                                   Rotary institute for past, present, and incoming officers of RI, or any
                                   other meeting convened with the approval of the board of directors of
                                   RI or the president of RI acting on behalf of the board of directors of
                                   RI, a Rotary multizone conference, a meeting of a committee of RI, a
                                   Rotary district conference, a Rotary district assembly, any district
                                   meeting held by direction of the board of directors of RI, any district
                                   committee meeting held by direction of the District Governor, or a
                                   regularly announced intercity meeting of Rotary clubs; or

                               (4) is present at the usual time and place of a regular meeting of another
                                   Rotary Club for the purpose of attending such meeting, but that club is
                                   not meeting at that time or place; or

                               (5) attends and participates in a club service project or a club-sponsored
                                   community event or meeting authorised by the Board; or

                               (6) attends a board meeting or, if authorised by the Board, a meeting of a
                                   service committee to which the member is assigned.

                               When a member is outside the member‟s country of residence for more than
                               fourteen (14) days, the time restriction shall not be imposed so that the
                               member may attend meetings in another country at any time during the
                               travel period, and each such attendance shall count as a valid make-up for
                               any regular meeting missed during the member‟s time abroad.

                       b.ii) At the Time of the Meeting

                               If, at the time of the meeting, the member is:-

                               (1) travelling with reasonable directness to or from one of the meetings
                                   specified in sub-subsection (i)(c)a(3) of this subsection (l); or

                               (2) serving as an officer or a member of a committee of RI, or a trustee of
                                   The Rotary Foundation; or

                               (3) serving as the special representative of the District Governor in the
                                   formation of a new club; or

                               (4) on Rotary business in the employ of RI; or


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                               (5) directly and actively engaged in a district-sponsored or a RI or Rotary
                                   Foundation-sponsored service project in a remote area where making
                                   up attendance is impossible; or

                               (6) engaged in Rotary business duly authorised by the Board which
                                   precludes attendance at the meeting.

                       c.      Extended Absence on Outposted Assignment

                               If the member, while working within the member‟s own country of
                               residence for an extended period on an outposted assignment and with the
                               mutual agreement of the member‟s Rotary Club and a designated Rotary
                               Club, attends meetings of the designated club.

               ivii) Excused Absences

                       A member‟s absence shall be excused if:-

                       a.      the absence complies with the conditions and under circumstances approved
                               by the Board. The Board may excuse a member‟s absence for reasons which
                               it considers to be good and sufficient.

                       b.      the aggregate of the member‟s years of age and years of membership in one
                               or more clubs is 85 years or more and the member has notified the Club‟s
                               Secretary in writing of the member‟s desire to be excused from attendance
                               and the Board has approved.

               c.iii) RI Officers‟ Absences

                       A member‟s absence shall be excused if the member is a current officer of RI.

               d.iv) Attendance Records

                       Any member whose absences are excused under the provisions of sub-subsection
                       (ivi)(b) of this subsection (l) of this Article shall not be included in the
                       membership figure used to compute the Club‟s attendance nor shall such absences
                       or attendances be used for that purpose.

       (m)     By payment of an admission fee and dues, a member accepts the principles of the Club as
               expressed in its objects and submits to and agrees to comply with and be bound by these
               Articles and By-Laws of the Club, and on these conditions alone is entitled to the
               privileges of the Club. Each member shall be subject to the terms of these Articles and
               By-Laws regardless of whether such member has received copies of them.

       (n)     Arbitration

               Should any dispute, other than as to a decision of the Board, arise between any current or
               former member(s), and the Club, any club officer or the Board, on any account
               whatsoever which cannot be settled under the procedure already provided for such
               purpose, the dispute shall be settled, upon a request to the Secretary by any of the
               disputants, by arbitration. The procedure utilized for such arbitration shall be as
               provided in Article 6(f)(iii) and (v).

               .


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       (o)     Mandatory RI Subscription

               Unless, in accordance with the By-Laws of RI, this the Club is excused by the board of
               directors of RI from complying with the provisions of this Article, each member shall,
               for the duration of membership, subscribe to the official magazine or to the magazine
               approved and prescribed for the Club by the board of directors of RI. The subscription
               shall be paid in six (6) month periods for the duration of membership in the Club and to
               the end of any six (6) month period during which membership may terminate.

       (p)     Admission Fee and Dues

               Every member shall pay an admission fee and annual dues as prescribed by the By-Laws
               Board except that any transferring or former member of another Rotary Club who is
               accepted into membership of the Club pursuant to Article 5(e) shall not be required to
               pay a second admission fee.

                                        DURATION OF MEMBERSHIP

6.     (a)     Period

               Membership shall continue during the existence of the Club unless terminated as
               hereinafter provided.

       (b)     Automatic Termination

               i) Membership Qualifications

                       Membership shall automatically terminate when a member no longer meets the
                       membership qualifications, except that:-

                       a.      the Board may grant a member moving from the locality of the Club or the
                               surrounding area a special leave of absence not to exceed one (1) year to
                               enable the member to visit and become known to a Rotary Club in the new
                               community if the member is still active in the same classification and
                               continues to meet all other conditions of club membership;

                       b.      the Board may allow a member moving from the locality of the Club or the
                               surrounding area to retain membership if the member remains active in the
                               same classification and continues to meet all other conditions of club
                               membership; and

                       c.      a member whose classification is lost without default of the member may
                               retain such classification and be granted a special leave of absence not to
                               exceed one (1) year to enable the member to obtain new employment in the
                               current or a new classification. Such member must continue to meet all
                               other conditions of club membership. Termination of membership would
                               take effect only at the end of the period of leave granted to the member.

                ii)    How to Rejoin

                       When the membership of a member has been terminated as provided in sub-
                       subsection (b)(i) of this subsection (b), such person may make new application for
                       membership, under the same or another classification. A second admission fee
                       shall not be required.


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               iii)    Termination of Honorary Membership

                       Honorary membership shall automatically terminate at the end of the term for such
                       membership as determined by the Board.However, the Board may extend an
                       honorary membership for an additional period as it thinks fit. The Board may
                       revoke an honorary membership at any time.

       (c)     Termination – Non-Payment of Dues

               i)      Process

                       Any member failing to pay dues within thirty (30) days after the prescribed time
                       shall be notified in writing by the Secretary at the member‟s last known address. If
                       the dues are not paid on or before ten (10) days of the date of notification,
                       membership may terminate, subject to the discretion of the Board.

               ii)     Reinstatement

                       The Board may reinstate the former member to membership upon the former
                       member‟s petition and payment of all indebtedness to the Club. However, no
                       former member may be reinstated to active membership if the former member‟s
                       classification has been filled.

       (d)     Termination – Non-Attendance

               i)      Attendance Percentages

                       A member must:-

                       a.    attend or make up at least 60% of the Club‟s lub the Club‟s regular meetings
                             in each half of the year;

                       b.    attend at least 30% of the Club‟s regular meetings in each half of the year.

                       If a member fails to attend as required, the member‟s membership shall be subject
                       to termination unless the Board consents to such non-attendance for good cause.

               ii)     Consecutive Absences

                       Unless otherwise excused by the Board for good and sufficient reason or as
                       permitted under these Articles, each member who fails to attend or make up four
                       (4) consecutive regular meetings, shall be informed by the Board that the
                       member‟s non-attendance may be considered a request to terminate membership in
                       the Club. Thereafter, the Board, by a majority vote, may terminate the member‟s
                       membership.

        (e)    Termination - Other Causes

               i)      Good Cause

                       The Board may terminate the membership of any member who ceases to have the
                       qualifications for membership in the Club or for any good cause by a vote of not
                       less than two-thirds (2/3) of the Board members, at a meeting called for that
                       purpose.


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               ii)     Notice

                       Prior to taking any action under sub-subsection (i) of this subsection (e), the
                       member shall be given at least ten (10) days‟ written notice of such pending action
                       and an opportunity to submit a written answer to the Board. The member shall
                       have the right to appear before the Board to state the member‟s case. Notice shall
                       be by personal delivery or by registered letter to the member‟s last known address.

               iii)    Filling Classification

                       When the Board has terminated the membership of a member as provided for in
                       this section, the Club shall not elect a new member under the former member‟s
                       classification until the time for hearing any appeal has expired and the decision of
                       the Club or of the arbitrators has been announced.

       (f)     Right to Appeal or Arbitrate Termination

                i) Notice

                       Within seven (7) days after the date of the Board‟s decision to terminate
                       membership, the Secretary shall give written notice of the decision to the member.
                       Within fourteen (14) days after the date of the notice, the member may give
                       written notice to the Secretary of the intention either to appeal to the Club or to
                       arbitrate as provided in Article 5(n).

               ii)     Date for Hearing of Appeal

                       In the event of an appeal, the Board shall set a date for the hearing of the appeal at
                       a regular club meeting to be held within twenty-one (21) days after receipt of the
                       notice of appeal. At least five (5) days‟ written notice of the meeting and its
                       special business shall be given to every member. Only members shall be present
                       when the appeal is heard.

               iii)    Arbitration

                       In the event of a request for arbitration, each party shall appoint an arbitrator and
                       the arbitrators shall appoint an umpire. Only a member of a Rotary club may be
                       appointed as umpire or as arbitrator.

               iv)     Appeal

                       If an appeal is taken, the action of the Club shall be final and binding on all parties
                       and shall not be subject to arbitration.

               v)      Decision of Arbitrators or Umpire

                       If arbitration is requested, the decision reached by the arbitrators, or, if they
                       disagree, by the umpire shall be final and binding on all parties and shall not be
                       subject to appeal.

       (g)     Board Action Final

               Board action shall be final if no appeal to the Club is taken and no arbitration is
               requested.


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       (h)     Resignation

               The resignation of any member from the Club shall be in writing, addressed to the
               President or Secretary. The resignation shall be accepted by the Board if the member has
               no indebtedness to the Club.

       (i)     Forfeiture of Property Interest

               Any person whose club membership has been terminated in any manner shall forfeit all
               interest in any funds or other property belonging to the Club.

                                                  GENERAL MEETINGS

7.     Regular Meetings

       (a)     Day and Time

               The Club shall hold a regular meeting once each week on [a Tuesday at 12:30] in Central
               Hong Kong.

       (b)     Change of Meeting

               For good cause, the Board may change a regular meeting to any day during the period
               commencing with the day following the preceding meeting and ending with the day
               preceding the next regular meeting, or to a different hour of the regular day, or to a
               different place.

       (c)     Cancellation

               The Board shall cancel a regular meeting if it falls on a legal holiday or may cancel a
               meeting in case of the death of a Club member, or of an epidemic or of a disaster
               affecting the whole community, or of an armed conflict in the community which
               endangers the lives of the Club‟s members. The Board may cancel not more than four (4)
               regular meetings in a year for causes not otherwise specified herein provided that the
               Club does not fail to meet for more than three (3) consecutive meetings.

       (d)     Notice

               Due notice of any changes in or cancelling of the regular meeting shall be given to all
               members of the Club provided that no such meeting shall be held and no notice of
               cancellation shall be required if at 10am on the day of the meeting a typhoon signal No. 8
               or above is hoisted to indicate an imminent threat of a typhoon, or a black rainstorm
               warning is hoisted.

       (e)     All members excepting an honorary member (or member excused by the Board of
               Directors of the Club, pursuant to Section 5(l)(ii) of the Articles of Association) in good
               standing in the Club, on the day of the regular meeting, must be counted as present or
               absent, and attendance must be evidenced by the member‟s being present for at least 60%
               of the time devoted to the regular meeting, either at the Club or at any other Rotary Club.

8.     Annual Meeting

       (a)     A general meeting of the Club shall be held in not later than 31 December of each
               calendar year at such time and place as the Board shall appoint for the business described
               in Article 11. In default of a general meeting being so held a general meeting may be

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               convened by any two (2) members in the same manner as nearly as possible as that in
               which general meetings are to be convened by the Board. The aforesaid general meeting
               shall be called “Annual General Meeting”; all other general meetings shall be called
               “Extraordinary General Meeting”. A general meeting generally shall be held at a regular
               meeting.

       (b)     [i)     At a regular meeting not less than one (1) month prior to the Annual General
                       Meeting the presiding officer shall announce the date of the Annual General
                       Meeting and ask for nominations for the election of officers to be made in writing
                       to the Secretary, containing the candidate‟s consent to stand, no later than one (1)
                       week before the meeting for the election of the Secretary, Treasurer and other
                       functional or general board positions (as determined by the Board) to take office
                       from the following 1st day of July. This call for nomination shall be reported to
                       members through the weekly newsletter or other means.

               ii)     At a convenient time before or after this request, the President shall invite all the
                       past Presidents of the Club to meet as a nominating committee for the President-
                       Elect to take office as President on the 1st day of July of the year after next, whose
                       decision shall be conveyed to the Secretary after the nominee‟s consent is
                       obtained.

               iii)    If the Secretary receives an insufficient number of nominations to fulfil all the
                       vacant positions he shall consult with the Board to complete the nominations.

               iv)     On the date of the Annual General Meeting the nominations duly made shall be
                       placed on a ballot in alphabetical order for each functional office and for other
                       directors as a group. The candidates, Secretary, Treasurer and other functionally
                       named board positions receiving a majority of votes shall be declared elected for
                       their respective offices. The candidates for other director positions shall be
                       declared elected according to the number of votes.

        v)      Nominations for office will not be valid for members of the Club who have served
                already in the same position for three (3) years, or sat on the Board for a continuous
                period of five (5) years.

9.     Extraordinary General Meeting

       (a)     The Board may, whenever they think fit, convene an Extraordinary General Meeting, and
               an Extraordinary General Meeting shall also be convened on such requisition, or in
               default may be convened by such requisitions, 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, any Director or any two (2) members of the Club may
               convene an Extraordinary General Meeting in the same manner as nearly as possible as
               that in which meetings may be convened by the Board.

       (b)     In the case of an Extraordinary General Meeting called in pursuance of a requisition,
               unless such meeting shall have been called by the Directors, no business other than that
               stated in the requisition as the objects of the meeting shall be transacted.

10.    Notice of Meeting

       (a)      Subject to the provisions of the Ordinance relating to Special Resolutions, the notice
                period for a meeting is twenty-one (21) days‟ notice in writing at the least, provided
                however that a meeting of the Club other than an Annual General Meeting or a meeting
                for the passing of a Special Resolution shall be called by fourteen (14) days‟ notice in

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                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 (exclusive of the day
                on which the notice is served or deemed to be served, but inclusive of the day for which
                notice is given), specifying the place, the day, and the hour of meeting, and in case of
                special business the general nature of such business, and shall be given to the members
                in manner hereinafter mentioned, or in such other manner (if any) as may be prescribed
                by the Club in general meeting; but (subject as hereinafter provided) the accidental
                omission to give notice to any member, or the non-receipt by any member of such
                notice, shall not invalidate any resolution passed or proceedings at any general meeting.

       (b)     Notwithstanding the provisions of the last preceding Article, with the written consent of
               all the members entitled to receive notice of some particular meeting or of such
               proportion of them as is prescribed by the Ordinance, that meeting may be convened by
               such shorter notice, and in such manner as those members may think fit.

                                PROCEEDINGS AT GENERAL MEETING

11.    Business

       The business of any Annual General Meeting shall be to receive and consider the accounts and
       balance sheets, the reports of the Board and the auditors, and any other documents required by
       law to be attached or annexed to the balance sheets, to elect Directors in place of those retiring,
       and to elect and fix the remuneration of the auditors. All other business transacted at an Annual
       General Meeting, and all business transacted at an Extraordinary General Meeting, shall be
       deemed special.

12.    Quorum

       (a)     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; and such quorum shall be one-third (1/3) of the
               active members resident in Hong Kong who are not excused from attendance, and in any
               event, not less than twenty (20) members, present in person or by a proxy entitled to vote
               thereat. If one person is the proxy entitled to vote for more than one (1) member he shall
               be counted for the purpose of determining whether a quorum is present as the number of
               members entitled to vote save that there shall not be a quorum unless there are present at
               least two (2) persons being members and/or proxy holders entitled to vote thereat.

       (b)     If within half an hour from the time appointed for a general meeting a quorum be 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 later day and at such time and place as the Board may by notice to
               the members specify and if at such adjourned meeting a quorum be not present within
               half an hour from the time appointed for, the meeting shall be dissolved.

13.    Chairman

       The President of the Club or (if he is not present) his proxy shall preside as Chairman at every
       general meeting of the Club. If there be no such Chairman, or if at any meeting he be not
       present within fifteen (15) minutes after the time appointed for holding the Meeting, or is
       unwilling to act as Chairman, the members present shall choose one of the Directors present to
       be Chairman; or if no Director be present and willing to take the chair the members present
       shall choose one of their member to be Chairman.

14.    Adjournment

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       The Chairman may, with the consent of any general 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 adjournment
       or of the business to be transacted at an adjourned meeting.

15.    Voting

       At any general meeting, a resolution put to the vote of the meeting shall be decided in the first
       instance by a show of hands; and unless a poll be (on or before the declaration of the result of
       the show of hands) directed by the Chairman or demanded by any member present in person or
       by proxy entitled to vote, a declaration by the Chairman that a resolution has been carried or
       not carried, or carried or not carried by a particular majority, and an entry to that effect in the
       Minute Book of the Club, shall be conclusive evidence of the facts, without proof of the
       number or proportion of the votes recorded in favour of or against such resolution. The
       direction or demand for a poll may be withdrawn.

16.    Request for Polling

       If a poll be directed or demanded in the manner above mentioned it shall (subject to the
       provisions of Article 18 hereof) be taken at such time and in such manner as the Chairman may
       appoint and the result of such poll shall be deemed to be the resolution of the meeting at which
       the poll was directed or demanded. The Chairman may adjourn the meeting to some place and
       time fixed by him for the purpose of declaring the result of the poll.

17.    Casting Vote

       In the case of an equality of votes at any general meeting, whether upon a show of hands or on
       a poll, the Chairman shall be entitled to a second or casting vote. In case of any dispute as to
       the admission or rejection of any vote the Chairman shall determine the same, and such
       determination shall be final and conclusive.




18.    Poll

       (a)     A poll demanded upon the election of a Chairman or upon a question of adjournment
               shall be taken forthwith. Any business other than that upon which a poll has been
               demanded may be proceeded with pending the taking of the poll.

       (b)     If any votes shall be counted which ought not to have been counted, or might have been
               rejected, the error shall not vitiate the resolution unless it is pointed out at the same
               meeting or at any adjournment thereof, and not in those cases unless it shall, in the
               opinion of the Chairman of the meeting, be of sufficient magnitude to vitiate the
               resolution.

       (c)     Subject to the provisions of the Ordinance, a resolution in writing signed by all the
               members of the Club for the time being entitled to vote at general meetings of the Club,
               shall be as effective for all purposes as an ordinary resolution passed at a general meeting
               of the Club duly convened, held and constituted.


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                                              VOTES OF MEMBERS

19.    Upon a show of hands, every member present in person or by proxy shall have one (1) vote,
       and upon a poll every person present shall be entitled to one (1) vote for each member he
       represents by a proxy entitling him to vote and if he be a member who has not given a proxy
       entitling another person to vote he shall be entitled to his vote as a member.

20.    (a)     If any member be a person of unsound mind he may vote by his committee, receiver,
               curator bonis, or other legal curator and such last-mentioned persons may give their votes
               either personally or by proxy.

       (b)     No objection shall be raised as to the admissibility of any vote except at the meeting or
               adjourned meeting at which the vote objected to is or may be given or tendered and every
               vote not disallowed at such meeting shall be valid for all purposes. Any such objection
               shall be referred to the Chairman of the meeting whose decision shall be final and
               conclusive.

       (c)     On a poll, votes may be given either personally or by proxy and a person entitled to more
               than one (1) vote need not use all his votes or cast all the votes he uses in the same way.

21.    The instrument appointing a proxy shall be in writing in the form prescribed by Article 23
       hereof and under the hand of the appointor.

22.    (a)     The instrument appointing a proxy shall be deposited at the registered office of the Club
               not less than forty-eight (48) hours before the time fixed for holding the first meeting or
               adjourned meeting at which the person named in such instrument is authorised to vote,
               and in default the instrument of proxy shall not be treated as valid. The instrument
               appointing a proxy shall be deemed to confer authority to demand or join in demanding a
               poll.

       (b)     An instrument appointing a proxy shall bear the date of its execution and shall be for a
               fixed period of validity and shall state on its face the period for which it is valid which
               shall not exceed two (2) years commencing not earlier than the date of execution and not
               later than two (2) years after the date of execution.

       (c)     An instrument appointing a proxy shall not give the proxy holder any right to vote
               pursuant to that instrument of proxy until such instrument of proxy has been deposited
               with the Club.

       (d)     An instrument of proxy may name more than one (1) person as the holder of the proxy
               but if it does so it must specify in descending order the order of priority of the persons
               named as proxy holders and only one (1) such person shall be entitled to vote at any
               meeting pursuant to any one form of proxy. Where more than one (1) person is named as
               proxy holder in an instrument of proxy the person entitled to vote pursuant to that proxy
               shall be the person present at that meeting who is the highest in order of priority of the
               persons named as proxy holders on that instrument of proxy.

       (e)     A person named as a proxy holder in more than one (1) instrument of proxy may be
               present at any meeting as the proxy for more than one (1) member and shall, on a poll,
               have one (1) vote for each proxy held by him and in respect of which he is entitled to
               vote pursuant to the other provisions of this Article.

       (f)     A proxy need not be a member of the Club.

23.    (a)     An instrument appointing proxy shall be in the following form :

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               “I,                of                       being a member of the Club hereby appoint
               the following, namely (here insert name(s) of proxy holders and, if more than one, list in
               descending order of priority) as my proxy to vote for me and on my behalf at General
               Meetings of the Club during the period of validity of this instrument of proxy and in
               accordance with the Articles of Association of the Club. The period of validity of this
               instrument of proxy commences on the [      ] day of [ ] and expires on the [ ] day of [
                           ].

               As witness my hand this           [         ] day of [         ]”.

       (b)     A vote cast by proxy shall not be invalidated by the previous death or insanity of the
               principal 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 death,
               insanity or revocation shall have been received by the Club at its registered office at least
               one (1) hour before the commencement of the meeting or adjourned meeting or the time
               appointed for the taking of the poll at which the vote is cast.

24.    A person who is entitled to vote at a general meeting pursuant to an instrument of proxy shall
       have the like right to demand a poll and to requisition and convene a meeting as the member
       appointing him.

                                            BOARD OF DIRECTORS

25.    The Board of Directors shall be the governing body of the Club and shall generally manage and
       conduct the affairs and business of the Club.

26.    The number of Directors shall be not more than fifteen (15) unless otherwise decided by a
       general meeting to be a number no less than two (2).

27.    The Board shall consist of the following officers and directors:-

       (a) President
       (b) President-Elect
       (b)(c) Immediate Past President
       (c)(d) One or more Vice Presidents
       (d)(e) Secretary
       (e)(f) Treasurer
       (f)(g) Directors

       [All of whom shall be Directors]

28.    The Board may designate certain board members with functional titles and/or as chairman of
       committees to carry out work of importance to the Club whose members may include interested
       members; examples are Club Service Committee, Vocational Services Committee, International
       Service Committee, Community Service Committee, or Youth Activities Committee.

29.    A Director shall not be a body corporate and must be a member of the Club and of good
       standing. The President-Elect shall endeavour to attend the district President-Elect training
       seminar and the district assembly unless excused by the governor-elect. If so excused, the
       President-Elect shall send a designated club representative who shall report back to the
       President-Elect of the Club.




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30.    The Board shall have power at any time, and from time to time to appoint any member of the
       Club to be a Director to fill a casual vacancy. Any Director so appointed shall hold office until
       the next following Ordinary General Meeting, and shall then be eligible for re-election.

31.    No Director shall be entitled to any remuneration but the Directors shall be entitled to be paid
       their reasonable travelling and other expenses incurred in consequence of their attendance at
       Board Meetings and otherwise in the execution of their duties as Directors.

                                            POWER OF DIRECTORS

32.    Subject to Article 33, tThe business of the Club shall be managed by the Board, who shall pay
       all expenses incurred in the promotion, formation, establishment and registration of the Club,
       and may exercise all such powers of the Club and do on behalf of the Club all such acts as are
       not by the Ordinance or by these Articles required to be exercised by the Club in general
       meeting, subject, nevertheless, to any regulations of these Articles, to the provisions of the
       Ordinance, and to such regulations not being inconsistent with the aforesaid regulations or
       provisions, as may be prescribed by the Club in general meeting; but no regulation made by the
       Club in general meeting shall invalidate any prior act of the Board which would have been
       valid if such regulation had not been made.

33.    Subject to Article 32, Tthe Board may appoint any member or members (whether a Director or
       not) to be a member or members of any Committee (provided that such Committee shall have
       at least one member who is a Director) and may delegate such Committee such of the powers of
       the Board as it thinks fit and upon such terms as it thinks fit and in particular, but without
       limiting the generality of the foregoing, the Board may appoint a Committee with advisory
       and/or executive powers to invest the funds of the Club and a Committee with advisory and/or
       executive powers to distribute the funds of the Club in accordance with its objects and the
       Board may provide for the expenses of any member of any such Committee incurred in relation
       to his functions as such member to be reimbursed to such member out of the funds of the Club.

34.    The Board may from time to time and at any time by power of attorney or otherwise appoint
       any company, firm or person or any fluctuating body of persons, whether nominated directly or
       indirectly by the Board, to be the attorney or attorneys of the Club for such purposes and with
       such powers authorities and discretions (not exceeding those vested in or exercisable by the
       Board under these Articles) and for such period and subject to such conditions as they may
       think fit, and any such power of attorney may contain such provisions for the protection and
       convenience of persons dealing with any such attorney as the Board may think fit, and may also
       authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions
       vested in him.

35. 34. Subject to the provisions of the Ordinance, the Board may exercise all the powers of the Club
      to borrow money, to give guarantees and to mortgage or charge the undertaking, property and
      assets of the Club or any part thereof and issue debentures and other securities, whether out-
      right or as collateral security for any debt, liability or obligation of the Club.

36. 35. The office of a Director shall be vacated if the Director:-

       (a)     becomes bankrupt or insolvent or compounds with his creditors;

       (b)     becomes of unsound mind;

       (c)     be convicted of any indictable offence;

       (d)     becomes prohibited from being a Director by reason of any provisions of the Ordinance;


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       (e)     is otherwise prohibited by law from being a Director;

       (f)     resigns his office by notice in writing delivered to the registered office of the Club;

       (g)     is removed pursuant to Article 46 47; or

       (h)     absents himself from the meeting of the Board during a continuous period of six (6)
               months without special leave of absences from the Board and it passes a resolution that
               he has by reason of such absence vacated office; but any act done in good faith by a
               Director whose office is vacated as aforesaid shall be valid unless, prior to the doing of
               such act, written notice shall have been served upon the Club or any entry shall have
               been made in the Directors‟ Minutes Book stating that such Director has ceased to be a
               Director of the Club.

37. 36. (a)    A Director:-

               i)      subject to Clause 5 of the Memorandum of Association of the Club may enter into
                       contracts or arrangements or have dealings with the Club, and shall not be
                       disqualified from office thereby, nor shall he be liable to account to the Club for
                       any profit arising out of any such contract, arrangement or dealing to which he is a
                       party or in which he is interested by reason of his being at the same time a Director
                       of the Club;

               ii)     shall not be entitled to vote as a Director in regard to any contract, arrangement or
                       dealing in which he is interested or upon any matter arising thereout, and if he
                       shall so vote his vote shall not be counted, and he shall not be reckoned in
                       estimating a quorum when any such contract, arrangement or dealing is under
                       consideration;

               Provided that in any such case the Director concerned discloses to the Board Meeting at
               which any such contract, arrangement or dealing is first taken into consideration, or an
               earlier Board Meeting, the nature of his interest therein, or if such interest is
               subsequently acquired, provided that he discloses the fact that he has acquired such
               interest at the next Board Meeting held after such interest is acquired.

       (b)     A general notice given by a Director to the effect that he is a member of a specified
               company or firm, or is a beneficiary under any trust and is to be regarded as interested in
               any contract, arrangement or dealing which may, after the date of the notice, be entered
               into or made with that company or firm or the trustee of such trust, shall, for the purposes
               of this Article, be deemed to be a sufficient disclosure of interest by a Director in relation
               to any contract, arrangement or dealing so entered into or made.

38. 37. The continuing Directors may act notwithstanding any vacancy in their body but if and so long
      as the number of Directors is reduced below the number fixed by or pursuant to these Articles
      as the necessary quorum of Directors, the continuing Directors may act for the purpose of
      increasing the number of Directors to fill up such vacancy or of summoning a general meeting
      of the Club, but for no other purpose.

                                           DIRECTORS AND OFFICERS

39. 38. Authority

       The Board shall have general control over all officers and committees and, for good cause,
       may declare any office vacant. The decision of the Board in all Club matters is final, subject

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       only to an appeal to the Club. However, as to a decision to terminate membership, pursuant to
       Article 5(g), a member may either appeal to the Club or request arbitration. If appealed, a
       decision of the Board shall be reversed only by a two-thirds (2/3) vote of the members present
       at a regular meeting specified by the Board, provided a quorum is present and notice of the
       appeal has been given by the Secretary to each member at least five (5) days prior to the
       meeting. If an appeal is taken, the action taken by the Club shall be final.

40. 39. Officers

       The Club‟s officers shall be a President, a President-Elect and one or more Vice-Presidents, all
       of whom shall be members of the Board, and a Secretary, a Treasurer, and a Sergeant-at-arms
       who may or may not be members of the Board [as the By-Laws shall provide].

41. 40. Each officer shall be elected [as provided in the By-Laws]. Except for the President, each
      officer shall take office on the 1st day of July immediately following election and shall serve
      for the term of office or until removed or a a successor shall has been duly elected and
      qualified.
       The President shall be elected [as provided in the By-Laws]not more than two (2) years but not
       less than eighteen (18) months prior to the day of taking office. The President shall serve as
       President-Elect for the year immediately preceding the year as President. The President shall
       take office on the 1st day of July and shall serve for the period of one (1) year or until a
       successor shall has been duly elected and qualified.

                                       RETIREMENT OF DIRECTORS

42. 41. On the 30th day of June every year, all the members of the Board of Directors for the time
      being shall retire from office. The President and the Vice-President shall be elected in
      accordance with Article 43 42 while the retiring President shall be automatically re-elected as
      Past President with a seat on the Board for the coming year.

43. 42. At the Ordinary General Meeting in the year of incorporation and at the Ordinary General
      Meeting in every subsequent year, the members shall elect the Directors to take office in place
      of the retiring Directors in the coming Rotary year which starts from 1st day of July.
      Nomination procedures for election of Directors shall be in accordance with the By-Laws of the
      Club.

44. 43. A retiring Director shall be eligible for re-election but no elected Director shall serve in the
      same office for more than three (3) successive years, or shall sit on the Board for a continuous
      period of more than five (5) years.

                               VARIATION OF NUMBER OF DIRECTORS

45. 44. A general meeting may from time to time by ordinary resolution increase or reduce the
      number of Directors to a number not less than two (2).

46. 45. A general meeting shall have power, at any time and from time to time by ordinary resolution,
      to appoint any person to be a Director of the Club, either to fill a casual vacancy or as an
      addition to the Board, but so that the total number of Directors shall not at any time exceed the
      maximum number fixed as hereinbefore mentioned.

47. 46. A general meeting may remove any Director by special resolution notwithstanding any
      provision of these Articles or of any agreement between the Club and such Director, and
      appoint another person in place of a Director so removed. (In default of such appointment, the
      vacancy may be filled by the Directors as a casual vacancy).

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                                       PROCEEDINGS OF DIRECTORS

48. 47. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate
      their meetings as they think fit, and determine the quorum necessary for the transaction of
      business. Until otherwise determined, a majority of Directors shall constitute a quorum. A
      meeting of the Directors at which a quorum is present shall be competent to exercise all powers
      and discretions for the time being exercisable by the Directors. Questions arising at any
      meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman
      shall have a second or casting vote. Any Director may, and on the requisition of a Director, the
      Secretary of the Club shall, at any time, summon a Board meeting by notice served upon the
      members of the Board.

49. 48. Regular meetings of the Board shall be held once each month. Special meetings of the Board
      shall be called by the President, whenever deemed necessary, or upon the request of two (2)
      members of the Board, due notice having been given. At any meeting of Directors, the
      Directors present shall choose one of their members to be Chairman of such meeting.

50. 49. A resolution in writing signed by all the Directors for the time being shall be as effective for
      all purposes as a resolution of the Board passed at a meeting duly convened, held and
      constituted. A cable, telex, electronic or facsimile message of confirmation of such resolution in
      writing sent by a Director shall be deemed to be his signature to such resolution in writing for
      the purpose of this Article and such resolution in writing may in such circumstances consist of
      more than one document.

51. 50. The regulations herein contained for the meetings and proceedings of Directors shall, so far as
      not altered by any regulations made by the Board, apply also to the meetings and proceedings
      of any Committee appointed pursuant to Article 33.

52. 51. All acts done by any meeting of the Board or of a Committee appointed or apparently pursuant
      to Article 33 or by any persons acting as Directors or members of such a Committee shall as
      regards all persons dealing in good faith with the Club, notwithstanding that it be afterwards
      discovered that there was some defect in the appointment or continuance in office of any such
      Directors or persons acting as aforesaid, or that they or any of them were disqualified or had
      vacated office or were not entitled to vote be as valid as if every such person had been duly
      appointed and was qualified and had continued to be a Director or member as aforesaid and
      had been entitled to vote.

                                                      MINUTES

53. 52. The Directors shall cause Minutes to be made in books provided for the purpose:-

       (a)     of all appointments of officers or committees made by the Directors;

       (b)     of the names of the Directors present at each meeting of the Board and of Committees or
               Directors appointed pursuant to Article 33;

       (c)     of all resolutions and proceedings at all meetings of the Club and the Board and of
               Committees appointed pursuant to Article 33.

       and every Director and Committee member present at any meeting of the Directors or
       Committees shall sign his name in a book kept for that purpose.

                                                      THE SEAL


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53.    (a)     The Board shall forthwith procure a Common Seal to be made for the Club, and shall
               adopt such Seal and provide for the safe custody thereof. The Seal shall not be affixed to
               any instrument except by the authority of a resolution of the Board and every instrument
               to which the Seal shall be affixed shall be signed by a Director and counter-signed by the
               Secretary or by a second Director.

       (b)     The Club may exercise all the powers conferred by Section 35 of the Ordinance and such
               powers shall be in the hands of the Board.

                                             SIGNING OF CHEQUES

54.    All cheques and other negotiable instruments issued or required to be signed, endorsed or
       accepted or otherwise negotiated by the Club shall be signed by any two (2) of the Directors
       jointly.

55.    The Board may from time to time set aside any part of the net profits of the Club to a reserve
       fund, and may apply the same either by employing it in the business of the Club or by investing
       it in such manner as they shall think fit and the income arising from such reserve fund may be
       applied for the purpose of maintaining the property of the Club, replacing wasting assets,
       meeting contingencies, forming an insurance fund, or for any other purpose for which the net
       profits of the Club may lawfully be used. The Board may also without placing the same to
       reserve carry forward any profits.

                                                     ACCOUNTS

56.    The Board shall cause proper and true books of account to be kept of all sums of money
       received and expended by the Club, and the matters in respect of which such receipt and
       expenditure takes place; of all sales and purchases of goods by the Club; and of the property,
       assets, credits, and liabilities of the Club and of all other matters necessary for showing the true
       state and condition of the Club. Proper books shall not be deemed to be kept if there are not
       kept such books of account as are necessary to give a true and fair view of the state of the
       Club‟s affairs and to explain its transactions.
57.    The books of account shall be kept at the registered office of the Club, 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.

58.    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 Club or any
       of them shall be open to the inspection of 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
       Club except as conferred by statute or authorised by the Directors or by the Club in general
       meeting.

59.    The Board 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 Club in general meetings such income and
       expenditure accounts, balance sheets and reports as are referred to in those sections.

60.    A copy of every balance sheet (including every document required by law to be annexed
       thereto) which is to be laid before the Club in general meetings, together with a copy of the
       Directors‟ report and a copy of the auditors‟ report, shall not less than twenty-one (21) days
       before the date of the meeting be sent to every member of, and every holder of debentures of,
       the Club and to all persons other than members or holders of debentures of the Club, being
       persons entitled to receive notices of general meetings of the Club under the provisions of the
       Ordinance or of these Articles. Provided that this Article shall not require a copy of those


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       documents to be sent to any person whose address the Club is not aware or to more than one of
       the joint holders of any debentures.

                                                     AUDITORS

61.    Auditors shall be appointed and their duties regulated in the manner provided by the Ordinance.

       (These two clauses should be under the “Accounts” section above.)
                      (This is a repeat to Clause 59, therefore suggest to delete)
                                              NOTICES

60. 62. A notice may be served by the Club upon any member either personally or by sending it
      through the post addressed to such member at his address as recorded in the Register of
      Members or at such other address as the member may from time to time notify in writing to the
      Club of the service of notices.

61. 63. A member shall not be entitled to have a notice served on him at any address not within Hong
      Kong.

62. 64. Any notice sent by post shall be deemed to have been served at the expiration of 24 hours after
      the same shall have been posted; and in proving such service it shall be sufficient to prove that
      the envelope containing the notice was properly addressed, stamped and posted.

                                           DISCOVERY OF SECRETS

63. 65. No member shall be entitled to require or receive any information concerning the finances or
      operation of the Club beyond such information as to the accounts and business of the Club as is
      by these laid before the Club in general meetings, and no member shall be entitled to the
      inspection of any of the books, papers, correspondences, or documents of the Club except in-
      so-far as such inspection is authorised by these Articles or by the Ordinance.

      ACCEPTANCE OF OBJECT AND COMPLIANCE WITH ARTICLES AND BY-LAWS

64. 66. A member, by payment of his admission fee and dues, thereby accepts the principles of Rotary
      as expressed in its Objects and submits himself to and agrees to comply with and be bound by
      these Articles and By-Laws of this the Club, and on these conditions alone is entitled to the
      privileges of the club. No member shall be absolved from the observance of these Articles and
      By-Laws on the plea that he has not received a copy of them.

                   COMMUNITY, NATIONAL AND INTERNATIONAL AFFAIRS

65. 67. Proper Subjects

       The merits of any public question involving the general welfare of the community, the nation
       and the world are of concern to the members of the Club and shall be proper subjects of fair and
       informed study and discussion at a Club meeting for the enlightenment of its members in
       forming their individual opinions. However, the Club shall not express an opinion on any
       pending controversial public measure.

66. 68. No Endorsements

       The Club shall not endorse or recommend any candidate for public office and shall not discuss
       at any Club meeting the merits or demerits of any such candidate.


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67. 69. Non-Political

       (a)     Resolutions and Opinions

               The Club shall neither adopt nor circulate resolutions or opinions, and shall not take
               action dealing with world affairs or international policies of a political nature.

       (b)     Appeals

               The Club shall not direct appeals to clubs, peoples or governments, or circulate letters,
               speeches, or proposed plans for the solution of specific international problems of a
               political nature.

68. 70. Recognising Rotary‟s Beginning

       The week of the anniversary of Rotary‟s founding (23rd February) shall be known as World
       Understanding and Peace Week. During this week, the Club will celebrate Rotary service,
       reflect upon past achievements and focus on programs of peace, understanding and goodwill in
       the community and throughout the world.

                                                      BY-LAWS

69. 71. The Club shall adopt By-Laws not inconsistent with the constitution and by-laws of RI, with
      the rules of procedure for an administrative territorial unit where established by RI, the
      Ordinance and with these Articles, embodying additional provisions for the governance of the
      Club. Such By-Laws may be amended from time to time by the Board who shall notify the
      members of the Club prior to implementation and permit questions to be raised, or objections
      made, at a regular Club meeting as therein provided.

                                                    WINDING UP

70. 72. If the Club shall be wound up, the provisions of Clauses 7 and 8 of the Memorandum of
      Association relating to the winding-up or dissolution of the Club shall have effect and be
      observed as if the same were repeated in these Articles.

                                                INTERPRETATION

71. 73. In interpreting these Articles reference may be made to the constitution of RI to which the
      Club is affiliated.

                                                    INDEMNITY

72. 74. Subject to the provisions of section 165 of the Ordinance, Eevery Director, auditor, Secretary,
      every member of a Committee appointed pursuant to Article 33 and other officer for the time
      being of the Club shall be indemnified out of the assets of the Club company against any
      liability incurred by him in the proper and reasonable discharge of his duties in relation to the
      company Club in defending any proceedings, whether civil or criminal, in which judgment is
      given in his favour or in which he is acquitted or in connexion with any application under
      section 358 of the Ordinance in which relief is granted to him by court provided that none of
      the funds and assets of the Club shall be applied either directly or indirectly in payment of the
      whole or part of any fine or penalty imposed upon any person by sentence or order of a Court
      or Justice.

                                                  AMENDMENTS


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73. 75. Time

       Subject to Articles 76 and 77, Tthe Memorandum and Articles of Association may be amended
       only by the Council on Legislation in the same manner as is established in the by-laws of RI for
       the amendment of its by-laws.

74. 76. Who May Propose Amending Name and Locality of the Club
       Amendments to the Club‟s Memorandum and Articles of Association, may be proposed only by
       a club, by a district conference, by the general council or the conference of RI in Great Britain
       and Ireland, by the Council on Legislation, or by the Board of Directors of RI. Subject to
       Article 77, the name and locality of the Club shall be amended at any regular meeting of the
       Club, a quorum being present by the affirmative vote of a majority of members present and
       voting, provided that notice of such proposed amendments shall have been mailed to each
       member at least ten (10) days before such meeting, and provided further, that such amendment
       shall be submitted to the board of directors of RI for its approval and shall become effective
       only when so approved.

75,     Procedure
       Any proposal to amend these Articles shall be delivered to the General Secretary of RI not later
       than the 1st day of May in the Rotary year preceding that in which the Council on Legislation is
       to meet. The General Secretary of RI shall mail a copy of all duty proposed amendments to all
       members of the Council on Legislation and to the Secretary of each club not later than one
       hundred twenty (120) days prior to the date the Council shall be convened.

       The council shall consider and act upon each duly proposed amendment transmitted to the
       council and any duly proffered amendment thereof.

76. 77. Prior to making any addition, alteration or amendments to the Memorandum and Articles of
      Association of the Club, the written consent of the Registrar of Companies has to be obtained.




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                              Names, Addresses and Descriptions of Subscribers



                     (Sd.)    DOMINIQUE E. VESSIGAULT
                              15th Floor, Monticello
                              48 Kennedy Road
                              Hong Kong

                              Company Director




                     (Sd.)    ARTHUR WING-HUNG CHOA (蔡永熊)
                              25E Robinson Road
                              2nd Floor
                              Hong Kong

                              Architect



         Dated the 15th day of November, 1989.


         Witness to the above signatures :



                                                           (Sd.)   Victor Lap-Lik Chu
                                                                   Solicitor
                                                                   Hong Kong
                                                                   31st Floor, Jardine House
                                                                   1 Connaught Place
                                                                   Hong Kong




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                        BY-LAWS OF THE ROTARY CLUB OF HONG KONG

                           ARTICLE I - ELECTION OF DIRECTORS AND OFFICERS

SECTION 1

[(a)     At a regular meeting not less than one (1) month prior to the Annual General Meeting the
         presiding officer shall ask for nominations to be made in writing to the Secretary within one
         (1) week for the Secretary, Treasurer and members of the Board of Directors.

(b)      Immediately after the same meeting unless some other time be arranged the President shall
         meet with the Past Presidents of this Club and shall compose a nominating committee for
         President and Vice-President.

(c)      No member shall be nominated for any office without his prior knowledge and consent; and in
         the nominee is willing to serve as a committee chairman if subsequently named by the Board.

(d)      No elected officer or director shall serve in the same office more than three (3) successive
         years, or sit on the Board for more than five (5) continuous years.

(e)      If the Secretary receives an insufficient number of nominations to fill the offices as stated in
         (a) hereof, he shall at once call a special meeting of the Board of Directors to complete such
         nominations.
        (f) At the Annual General Meeting the presiding officer shall ask for the reports of the
            nominating committee and of the Secretary as provided in this section above. The
            nomination duly made shall be placed on a ballot in alphabetical order for each
            office. The candidates for President, Vice President, Secretary and Treasurer
            receiving a majority of the votes cast shall be declared elected to their respective
            offices. The remaining candidates for Directors up to (15 in total) receiving the
            highest number of votes shall be declared elected.

SECTION 2

The officers and Directors, so elected, together with the immediate past President shall constitute the
Board of Directors. Within one (1) week after their election the Board of Directors-Elect shall meet
and elect some member of the Club to act as Sergeant-at-arms, who may or may not be a member of
the Board of Directors-Elect as the Board of Directors-Elect shall determine.

The President elected in such balloting shall serve as a member of the Board as President-Elect for the
year commencing on the 1st day of July next following the election, and shall assume office as
President on the 1st day of July immediately following his year of service on the Board as President-
Elect.

SECTION 3

A vacancy in the Board of Directors or any office shall be filled by action of the remaining members
of the Board.

SECTION 4

A vacancy in the position of any Officer-Elect or Director-Elect shall be filed by action of the
remaining members of the Board of Directors-Elect.



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                                        ARTICLE II - BOARD OF DIRECTORS

SECTION 1

The governing body of this Club shall be the Board of Directors, elected in accordance with Article I
of these By-Laws.,including the President, Vice-President, President-Elect, Secretary, Treasurer, and
the Immediate Past President.

                                        ARTICLE III - DUTIES OF OFFICERS

SECTION 1 - President

It shall be the duty of the President to preside at meetings of the Club and Board and to perform such
other duties as ordinarily pertain to the office of President.

SECTION 2 - President-Elect

It shall be the duty of the President-Elect to serve as a member of the Board of Directors of the Club
and to perform such other duties as may be prescribed by the President or the Board.

SECTION 3 - Vice President

It shall be the duty of the Vice President to preside at meetings of the Club and Board in the absence
of the President and to perform such other duties as ordinarily pertain to the office of Vice President.

SECTION 4 - Secretary

It shall be the duty of the Secretary to keep the records of membership, record the attendance at
meetings, send out notices of meetings of the Club, Board and committees, record and preserve the
minutes of such meetings, make the required reports to RI, including the semi-annual reports of
membership, which shall be made to the General Secretary of RI on 1st day of January and 1st day of
July of each year and including prorated reports to the General Secretary on 1st day of October and
1st day of April of each active member who has been elected to membership in the Club since the
start of the July or January semi-annual reporting period, the report of changes in membership, which
shall be made to the General Secretary of RI, the monthly report of attendance at the Club meetings
which shall be made to the District Governor immediately within 15 days of the last meeting of the
month, collect and remit to RI subscriptions to The Rotarian, and perform such other duties as usually
pertain to the office of Secretary.

SECTION 5 - Treasurer

It shall be the duty of the Treasurer to have custody of all funds, accounting for the same to the Club
annually and at any other time upon demand by the Board and to perform such other duties as pertain
to the office of Treasurer. Upon his retirement from office the Treasurer shall turn over to the
incoming Treasurer or to the President all funds, books of accounts or any other club property.

SECTION 6 - Sergeant-at-Arms

The duties of the Sergeant-at-arms shall be such as are usually prescribed for such office and such
other duties as may be prescribed by the President or the Board.



                                             ARTICLE IV - MEETINGS

SECTION 1 - Annual Meeting

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An Annual General Meeting of this Club shall be held not later than the 31st day of December in each
year, at which time the election of officers and Directors to serve for the ensuing year shall take place.

SECTION 2

The regular weekly meetings of this Club shall be held on every Tuesday at 12.30 p.m.

Due notice of any changes in or cancelling of the regular meeting shall be given to all members of the
Club provided that no such meeting shall be held and no notice of cancellation shall be required if at
10 a.m. on the day of the meeting a typhoon signal No. 8 or above is hoisted to indicate an imminent
threat of a typhoon or a black rainstorm warning is hoisted.

All members excepting an honorary member (or member excused by the Board of Directors of this
Club, pursuant to Article 5 (l)(vii) of the Memorandum and Articles of Association) in good standing
in this Club, on the day of the regular meeting, must be counted as present or absent, and attendance
must be evidenced by the member's being present for at least 60% of the time devoted to the regular
meeting, either at this Club or at any other Rotary club or as otherwise provided in the standard
Rotary Club constitution, Article VIII, section 1.

SECTION 3

One-third (1/3) of the membership shall constitute a quorum at the annual and regular meetings of this
Club.

SECTION 4

Regular meetings of the Board shall be held once each month. Special meetings of the Board shall be
called by the President, whenever deemed necessary, or upon the request of two (2) members of the
Board, due notice having been given.

SECTION 5

A majority of the Board members shall constitute a quorum of the Board.

                                         ARTICLE V - FEES AND DUES

SECTION 1

The admission fee shall be HK$ 4,500.00 to be paid before the applicant can qualify as a member.

SECTION 2

The membership dues shall be HK$3,300.00 per annum, plus such per capita dues as may be levied
from time to time by Rotary International payable semi-annually on the 1st day of July and of
January, with the understanding that each such semiannual payment shall be applied to each
member‟s subscription to THE ROTARIAN magazine.

In addition, each member must pay a District 3450 Fund $400 per annum and a Club Bulletin fee.
[this is not in standard bylaws]

(all above fees are subject to changes by the Board).

                                     ARTICLE VI - METHOD OF VOTING

The business of this Club shall be transacted by show of hands unless a poll is requested by the
Chairman or a member present in person or by proxy..

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                                          ARTICLE VII - COMMITTEES

SECTION 1

(a)      The President shall, subject to the approval of the Board, appoint the following standing
         committees:
                   Club Service Committee
                   Vocational Service Committee
                   Community Service Committee
                   International Service Committee
                   Youth Activities Committee
(b)      The President shall, subject to the approval of the Board, also appoint such committees on
         particular phases of Club Service, Vocational Service, Community Service, and International
         Service as deemed necessary.
(c)      The Club Service Committee, Vocational Service Committee, Community Service
         Committee, International Service Committee and Youth Activities Committee shall each
         consist of a chairman, who shall be named by the President from the membership of the
         Board, and not less than two (2) other members.
(d)      The President shall be ex officio a member of all committees and, as such, shall have all the
         privileges of membership thereon.

(e)      Each committee shall transact such business as is delegated to it in the By-Laws and such
         additional business as may be referred to it by the President or the Board. Except where
         special authority is given by the Board, such committees shall not take action until a report
         has been made to the Board and approved by the Board.

(f)      The President may appoint one or more committees dealing with various aspects of        youth
         activities, which, depending on their respective responsibilities, may be under any, or all, of
         the Vocational Service, Community Service, or International Service committees. Where
         feasible and practicable in the appointment of such committees, there should be provision for
         continuity of membership, either by appointing one or more members for a second term or by
         appointing one or more members to a two-year term.

SECTION 2 - Club Service Committee

(a)      The chairman of the Club Service Committee shall be responsible for all Club Service
         activities and shall supervise and co-ordinate the work of all committees appointed on
         particular phases of Club Service.

(b)      The Club Service Committee shall consist of the chairman of the Club Service Committee and
         the chairmen of all committees appointed on particular phases of Club Service.

(c)      The President shall, subject to the approval of the Board, appoint the following committees on
         particular phases of Club Service:
                   Attendance Committee
                   Club Bulletin Committee
                   Fellowship Committee
                   Magazine Committee
                   Membership Committee


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                   Membership Development Committee
                   Program Committee
                   Public Relations Committee
         Appoint one (1) member each year to the following committees:
                   Classifications Committee
                   Rotary Information Committee


(d)      The President shall appoint the President-Elect or Vice-President to oversee and coordinate
         the work of the Classifications, Membership, Membership Development and Rotary
         Information committees.
(e)      Where feasible and practicable in the appointment of club committees, there should be
         provision for continuity of membership, either by appointing one or more members for a
         second term or by appointing one or more members to a two-year term.

(f)      The Classification and Rotary Information Committees shall each consist of three (3)
         members, one (1) member of each committee to be appointed each year for a term of three (3)
         years. The first appointments made under this provision shall be as follows: one (1) member
         for a term of one (1) year; one (1) member for a term of two (2) years; one (1) member for a
         term of three (3) years.

(g)      The Magazine Committee shall, wherever feasible, include the editor of the club publication
         and a local newspaper or advertising member of the club.

SECTION 3 – Community Service Committee

(a)      The chairman of the Community Service Committee shall be responsible for all Community
         Service activities and shall supervise and co-ordinate the work of all committees appointed on
         particular phases of Community Service.

(b)      The Community Service Committee shall consist of the chairman of the Community Service
         Committee and the chairmen of all committees appointed on particular phases of Community
         Service.

(c)      The President shall, subject to the approval of the Board, appoint the following committees on
         particular phases of Community Service :

                   Human Development Committee

                   Community Development Committee

                   Environmental Protection Committee

Partners in Service Committee

                                   ARTICLE VIII - DUTIES OF COMMITTEES

SECTION 1 - Club Service Committee

This committee shall devise and carry into effect plans which will guide and assist the members of
this club in discharging their responsibilities in matters relating to Club Service. The chairman of the
Club Service Committee shall be responsible for regular meetings of the committee and shall report to
the Board on all Club Service activities.

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(a)      Attendance Committee. This committee shall devise means for encouraging attendance at all
         Rotary meetings including attendance at district conferences, intercity meetings, regional
         conferences, and international conventions by all club members. This committee shall
         especially encourage attendance at regular meetings of this Club and attendance at regular
         meetings of other clubs when unable to attend meetings of this Club; keep all members
         informed on attendance requirements; promote better incentives for good attendance; and seek
         to ascertain and remove the conditions that contribute to unsatisfactory attendance.

(b)      Classifications Committee. This committee shall as early as possible, but no later than 31st
         day of August of each year, make a classification survey of the community; shall compile
         from the survey a roster of filled and unfilled classifications, applying the classification
         principle, shall review, where necessary, existing classifications represented in the club; and
         shall counsel with the Board on all classification problems.

(c)      Club Bulletin Committee. This committee shall endeavour, through the publishing of a
         weekly Club bulletin, to stimulate interest and improve attendance, announce the program of
         the forthcoming meeting, relate highlights of the previous meeting, promote fellowship,
         contribute to the Rotary education of all members, and report news of the Club, of its
         members and of the worldwide Rotary program.

(d)      Fellowship Committee. This committee shall promote acquaintance and friendship among
         the members, promote participation by members in organised Rotary recreational and social
         activities, and do such work in pursuance of the general object of the Club as may be assigned
         by the President or the Board.

(e)      Magazine Committee. This committee shall stimulate reader interest in The Rotarian and the
         Bulletin ; sponsor a magazine month; arrange for brief monthly reviews of the magazine on
         regular club programs; encourage the use of the magazine in the induction of new members;
         provide a copy of the magazine for non-Rotarian speakers; secure international service and
         other special subscriptions for libraries, hospitals, schools and other reading rooms; send news
         items and photographs to the editor of the magazine and in other ways make the magazine of
         service to the Club members and non-Rotarians.

(f)      Membership Committee. This committee shall consider all proposals for membership from
         the personal side and shall thoroughly investigate the character, business, social and
         community standing, and general eligibility of all persons proposed for membership and shall
         report their decisions on all applications to the Board.

(g)      Membership Development Committee. This committee shall review continually the Club
         roster of filled and unfilled classifications and shall take positive action to initiate and present
         to the Board the names of suitable persons to fill unfilled classifications.

(h)      Program Committee. This committee shall prepare and arrange the programs for the regular
         and special meetings of the Club.

(i)      Public Relations Committee. This committee shall devise and carry into effect, plans (1) to
         give the public general information about Rotary, its history, object, and scope; and (2) to
         secure proper publicity for the Club.

(j)      Rotary Information Committee. This committee shall inform prospective members about the
         privileges and responsibilities of Rotary Club membership;keep members informed about the
         history, objectand activities of Rotary at all levels; and oversee the orientation of new
         members during their first year in the Club.

SECTION 2 - Vocational Service Committee


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This committee shall devise and carry into effect plans which will guide and assist the members of
this Club in discharging their responsibilities in their vocational relationships and in improving the
general standards of practice in their respective vocations. The chairman of this committee shall be
responsible for the Vocational Service activities of the Club and shall supervise and co-ordinate the
work of any committees that may be appointed on particular phases of Vocational Service.

SECTION 3 -Community Service Committee

This committee shall devise and carry into effect plans which will guide and assist the members of
this Club in discharging their responsibilities in their community relationships. The chairman of this
committee shall be responsible for the Community Service activities of the Club and shall supervise
and co-ordinate the work of any committees that may be appointed on particular phases of
Community Service.

(a)      Human Development Committee. This committee shall devise and carry into effect plans
         which will guide and assist the members of this Club in dealing within the community with
         the welfare of human beings of all kinds throughout the whole span of life by providing
         assistance and support to those in need.

(b)      Community Development Committee. This committee shall devise and carry into effect plans
         which will guide and assist the members of this Club in working to make the community a
         better place to live by improving the physical condition of the community and its facilities.

(c)      Environmental Protection Committee. This committee shall devise and carry into effect plans
         which will guide and assist the members of this Club in monitoring and improving the quality
         of the community‟s environment.

(d)      Partners in Service Committee. This committee shall devise and carry into effect plans which
         will guide and assist the members of this Club in building relationships with other Rotary-
         sponsored organizations within the community and in cooperating with them in service.

SECTION 4 - International Service Committee

This committee shall devise and carry into effect plans which will guide and assist the members of
this Club in discharging their responsibilities in matters relating to international service. The
chairman of this committee shall be responsible for the International Service activities of the Club and
shall supervise and co-ordinate the work of any committees that may be appointed on particular
phases of international service.



SECTION 5 – Youth Activities Committee

This committee shall devise and carry into effect plans which will guide and assist the members of
this Club in discharging their responsibilities in matters relating to Youth Activities. The chairman of
this committee shall be responsible for the Youth Activities of the Club and shall supervise and co-
ordinate the work of any committees that may be appointed on particular issuesrelating thereto.

                                      ARTICLE IX - LEAVE OF ABSENCE

Upon written application to the Board, setting forth good and sufficient cause, leave of absence may
be granted excusing a member from attending the meetings of the Club for a specified length of time.

(Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate
to give the Club credit for the member's attendance. Unless the member attends a regular meeting of


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some other club, the excused member must be recorded as absent except that absence authorised
under the provision of Section 5 (l)(ii)) of the Memorandum and Articles of Association is not
computed in the attendance record of the Club.)

                                             ARTICLE X - FINANCES

SECTION 1

The treasurer shall deposit all funds of the Club in some bank to be named by the Board.

SECTION 2

All bills shall be paid only by cheques signed by the treasurer upon vouchers signed by any two [NB ;
two in recommended bylaws] officers. A thorough audit by a certified public accountant or other
qualified person shall be made once each year of all the Clubs financial transactions.

SECTION 3

Officers having charge or control of funds shall give bond as may be required by the board for the
safe custody of the funds of the Club, cost of bond to be borne by the Club.

SECTION 4

The fiscal year of this Club shall extend from 1st day of July to 30th day of June, and for the
collection of members' dues shall be divided into two semi-annual periods extending from 1st day of
July to 31st day of December, and from 1st day of January to 30th day of June. The payment of per
capita dues and magazine subscriptions to RI shall be made on 1st day of July and 1st day of January
of each year on the basis of the membership of the Club on those dates.

(Note: Magazine subscriptions for members joining during a semi-annual period are payable upon
invoice from the secretariat.)

SECTION 5

At the beginning of each fiscal year the Board shall prepare or cause to be prepared a budget of
estimated income and estimated expenditures for the year, which, having been agreed to by the Board,
shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action
of the Board.



                               ARTICLE XI - METHOD OF ELECTING MEMBERS

SECTION 1
The name of a prospective member, proposed by an active member of the Club, shall be submitted to
       the Board in writing, through the Club Secretary. A transferring or former member of another
       Rotary Club may be proposed to active membership by the former Rotary Club. The proposal
       for the time being shall be kept confidential except as otherwise provided in this procedure.


SECTION 2

The Board shall ensure that the proposal meets all the classification and membership requirements of
the Club‟s constitution.


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SECTION 3

The Board shall approve or disapprove the proposal within 30 days of its submission, and shall notify
the proposer, through the Club Secretary, of its decision.

SECTION 4

If the decision of the Board is favourable, the prospective member shall be informed of the purposes
of Rotary and of the privileges and responsibilities of membership, following which the prospective
member shall be requested to sign the membership proposal form and to permit his or her name and
proposed classification to be published to the Club.

SECTION 5

If no written objection to the proposal, stating reasons, is received by the Board from any member
(other than Honorary) of the Club within seven (7) days [NB : 7 days according to recommended
bylaws] following publication of the information of the prospective member, that person, upon
payment of the admission fee (if not Honorary Membership), as prescribed in Article V of these By-
Laws, shall be considered to be elected to membership.

If any such objection has been filed with the Board, it shall vote on this matter at its next meeting. If
approved despite the objection, the proposed member, upon payment of the admission fee (if not
Honorary Membership) shall be considered to be elected to membership.

SECTION 6

Following the election, the President shall arrange for the induction of the new member, the Club
Secretary shall issue a membership card and shall report the new member to RI; and the Rotary
Information Committee shall provide appropriate literature for presentation at the induction and
assign a member to assist in the assimilation of the new member.

                                         ARTICLE XII - RESOLUTIONS



No resolution or motion to commit this Club on any matter shall be considered by the Club until it has
been considered by the Board of Directors. Such resolutions or motions, if offered at a Club meeting,
shall be referred to the Board without discussion.




                                       ARTICLE XIII - ORDER OF BUSINESS
         Meeting called to order.
         Introduction of visiting Rotarians.
         Correspondence and announcements.
         Committee reports if any.
         Any unfinished business.
         Any new business.
         Address or other program features.
         Adjournment.


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                                        ARTICLE XIV – AMENDMENTS

These By-Laws may be amended at any regular meeting, a quorum being present, by a two-thirds
(2/3) vote of all members present, provided that notice of such proposed amendment shall have been
mailed to each member at least ten (10) days before such meeting. No amendment or addition to these
By-Laws can be made which is not in harmony with the Memorandum and Articles of Association of
the Club and with the constitution and By-Laws of RI.




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