Certificate of Incorporation No

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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 1 1 (註冊主任林黎小蘭代行) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 2 2 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. 2. 3. The name of the Company is “ROTARY CLUB OF HONG KONG” (hereinafter called “the Club”). The registered office of the Club will be situated in Hong Kong. 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) ii) the development of acquaintance as an opportunity for service; 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; the application of the ideal of service in each Rotarian‟s personal, business and community life; 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. iii) iv) (b) (c) to takeover the assets and liabilities, rights and benefits of the unincorporated body known as the Rotary Club of Hong Kong. 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; D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 3 3 ii) iii) 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; 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; to promote or assist in promoting the moral, physical and/or social well-being of the community or an appreciable body thereof; and to carry out and perform all and any other acts, works, enterprises or things as are of a charitable nature. iv) v) 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; 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; to undertake and execute any trusts necessary for the attainment of any of the objects of the Club; 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); 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; 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; 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; 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; 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; (b) (c) (d) (e) (f) (g) (h) (i) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 4 4 (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; 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; to retain and remunerate lawyers, accountants, surveyors or other professional or nonprofessional advisers or consultants as may be considered expedient; 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; 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; 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; 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; 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; 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; to procure the Club to be registered or recognised in any part of the world; and 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; the Club shall not support with its funds any purpose which is not a charitable purpose; (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) ii) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 5 5 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; 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. iv) (u) 5. The powers conferred by the Seventh Schedule of the Companies Ordinance (Chapter 32) are to be excluded. 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. The liability of the members is limited. 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. 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. 6. 7. 8. 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:- D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 6 6 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 7 7 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. (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. 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; 2. (b) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 8 8 “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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 9 9 “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. 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. 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. 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 (b) (c) 5. (a) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 10 10 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 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. iii) 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 11 11 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:D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 12 12 (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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 13 13 (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. 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. b. 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. 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). . (n) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 14 14 (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; 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 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. b. c. ii) How to Rejoin When the membership of a member has been terminated as provided in subsubsection (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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 15 15 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; attend at least 30% of the Club‟s regular meetings in each half of the year. b. 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 16 16 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 17 17 (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 18 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 18 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. 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 PresidentElect 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. 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. 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. ii) iii) iv) 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. 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. (b) 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 19 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 19 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. 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. (b) 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 20 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 20 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. 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. 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. (b) (c) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 21 21 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. (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. 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. 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. 20. (b) (c) 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. (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. 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. 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. 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. 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. A proxy need not be a member of the Club. An instrument appointing proxy shall be in the following form : 22 22. (b) (c) (d) (e) (f) 23. (a) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 22 “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 (b) [ ] day of [ ]”. 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. 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). 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] 26. 27. 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. 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. 29. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 23 23 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. 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 31. 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. 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. 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. 33. 34. 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 outright 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) (b) (c) (d) becomes bankrupt or insolvent or compounds with his creditors; becomes of unsound mind; be convicted of any indictable offence; becomes prohibited from being a Director by reason of any provisions of the Ordinance; D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 24 24 (e) (f) (g) (h) is otherwise prohibited by law from being a Director; resigns his office by notice in writing delivered to the registered office of the Club; is removed pursuant to Article 46 47; or 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. 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; 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; 37. 36. (a) ii) 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 25 25 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). D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 26 26 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) (b) of all appointments of officers or committees made by the Directors; of the names of the Directors present at each meeting of the Board and of Committees or Directors appointed pursuant to Article 33; of all resolutions and proceedings at all meetings of the Club and the Board and of Committees appointed pursuant to Article 33. (c) 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 27 27 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. 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 (b) 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. 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 55. 56. 57. 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. 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. 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. 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. 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 58. 59. 60. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 28 28 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 inso-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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 29 29 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 30 30 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 31 31 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 32 32 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. 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. 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. 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. 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. (b) (c) (d) (e) (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 PresidentElect. 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 33 33 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 34 34 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.. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 35 35 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. 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. The President shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon. 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. 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. (c) (d) (e) (f) 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. 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. 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 (b) (c) D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 36 36 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. 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. 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. The Magazine Committee shall, wherever feasible, include the editor of the club publication and a local newspaper or advertising member of the club. (e) (f) (g) 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. 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. 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 37 37 (b) (c) (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. 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. 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. 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. 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. 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. 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. Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the Club. 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. 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. (b) (c) (d) (e) (f) (g) (h) (i) (j) SECTION 2 - Vocational Service Committee D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 38 38 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. 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. 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. 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 Rotarysponsored organizations within the community and in cooperating with them in service. (b) (c) (d) 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 coordinate 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 D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 39 39 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 40 40 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 ByLaws, 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 41 41 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. D:\Docstoc\Working\pdf\e398d3de-77e3-44fa-ae35-115d4c614b8c.doc 42 42