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					                  THE COMPANIES ORDINANCE (CHAPTER 32)


                                  ________________


                           Association Limited by Guarantee
                             and not having a Share Capital
                                  ________________


                          NEW ARTICLES OF ASSOCIATION
           (As adopted by Special Resolution passed on 5th October 2006)


                                           OF


        GUANGZHOU XUDI THE XU CLANSMEN’S ASSOCIATION LIMITED
                     廣州許地許氏宗親會有限公司



                                   _______________




                                   INTERPRETATION


1.   In these presents, unless there be something in the subject or context inconsistent
     therewith, the following words and expressions shall have the following meaning:-


     "Association" means GUANGZHOU XUDI THE XU CLANSMEN’S ASSOCIATION
     LIMITED 廣州許地許氏宗親會有限公司.


     "Executive Committee" means the Executive Committee of the Association (as
     defined in Article 44) for the time being and is equivalent to the board of directors of
     a company incorporated and registered pursuant to the Companies Ordinance,
     Chapter 32 of the Laws of Hong Kong.


     "Executive Committee Members" means and includes all Founder Members and
     persons appointed or to be appointed to the Executive Committee and are


                                         - 1 -
equivalent to directors of a company incorporated and registered pursuant to the
Companies Ordinance, Chapter 32 of the Laws of Hong Kong and "Executive
Committee Member" shall mean any one of them.


"Founder Members" means the persons described in Article 12.


"month" means calendar month.


"Ordinance" means the Companies Ordinance, Chapter 32 of the Laws of Hong
Kong, and includes every other ordinance incorporated therewith or substituted
therefor; and in the case of any such substitution the references in these Articles to
the provisions of the Ordinance shall be read as reference to the provisions
substituted therefor in the new Ordinance.


"PRC" means the People’s Republic of China (i.e., including Taiwan, the Hong
Kong Special Administrative Region and the Macau Special Administrative Region).


"PRC Mainland" means the People’s Republic of China excluding Taiwan, the Hong
Kong Special Administrative Region and the Macau Special Administrative Region.


"these Articles" means these Articles of Association in their present form or as
altered from time to time.


"in writing" and "written" includes printing, lithograph and other modes of
representing or reproducing words in a visible form.


Words importing the singular number only shall include the plural number and vice
versa.


Words importing the masculine gender only shall include the feminine and neuter
genders.


Unless the context otherwise requires, words or expressions contained in these
Articles shall bear the same meaning as in the Ordinance or any statutory
modification thereof in force at the date at which these Articles become binding on

                                   - 2 -
     the Association.




                                        PURPOSE


2.   The Association is established for the objects and purposes expressed in the
     Memorandum of Association.




                                      MEMBERSHIP


3.   The maximum number of Members of the Association unless otherwise varied by the
     Association in general meeting shall be 2,000.


4.   Membership of the Association shall consist of Founder Members, Full Member
     (Non-PRC Mainland) and Full Member (PRC Mainland), Honorary Members and
     Associate Members (Non-PRC Mainland) and Associate Members (PRC Mainland).
     The Executive Committee shall in their absolute discretion determine whether or not
     a person applying for Membership shall be admitted as a Member of the Association
     and shall not be obliged to inform a rejected applicant of the reason for his rejection.


5.   Every person except Honorary Member shall, on being admitted to Membership of
     the Association, pay such admission fee as may be prescribed by the regulations
     promulgated from time to time by the Executive Committee and shall pay an annual
     subscription for each year following the year of admission to Membership.


6.   Any Member may withdraw from Membership by giving notice in writing to the
     Association and his Membership shall terminate upon expiry of the last day of the
     month in which the notice of withdrawal is given but he shall be liable for payment of
     all his debts due to the Association and the return of whatsoever document or
     certificate issued to him by the Association, if any.


7.   The rights of a Member shall be personal and shall not be transferable and shall
     cease upon his death.



                                          - 3 -
8.     Every Member shall be bound to further to the best of his ability the objects and
       influence of the Association and shall observe all bye-laws of the Association, if any,
       made pursuant to its powers.


9.     Any Member who shall fail to observe any regulations or bye-laws of the Association
       may be excluded from Membership of the Association by resolution of a majority of
       the Executive Committee and voting at a special meeting of the Executive Committee
       at which a quorum is present. Such Member shall have one month's notice of the
       meeting sent to him, and he may attend the meeting and make representations
       thereat, but shall not be present at the voting otherwise than as the Executive
       Committee may allow. A Member excluded from the Association by such meeting
       may, within one month of receiving the notice of exclusion, appeal from the decision
       of the Executive Committee to an extraordinary general meeting of the Association
       which shall thereupon be convened by the Executive Committee accordingly.


10.    A majority of not less than three-fourths of the Members present at such last
       mentioned meeting shall have power to confirm or annul the exclusion or to annul it
       subject to the performance of any condition which the meeting may think fit to
       impose.




11.    A Member so excluded shall cease to be a Member of the Association and shall
       have no claim to a return of any money paid by him to the Association by way of
       subscription or otherwise.




                                    FOUNDER MEMBERS


12.   (a)     Xu Xi-shen, Eugene Hui Ting-wan, Hui Kin-kwok, Humphrey Hui Kin-fun, Xu
              Xi-hui, Fernando Hui Yung-chi, Cyrus Hui Kwok-wah and Danny Hui Tze-ho
              shall be the Founder Members of the Association.


       (b)    The rights and privileges of every Founder Member shall be personal and
              shall not be transferable by his own act and shall cease upon his death or
              upon his ceasing from any cause to be a Founder Member.

                                          - 4 -
                      FULL MEMBER (NON-PRC MAINLAND)


13.   A Full Member (Non-PRC Mainland) shall mean a person related to the late Xu Bai
      Ting (許拜庭) by blood and normally resident outside the PRC Mainland whose
      candidature for Full Member (Non-PRC Mainland) has been approved by the
      Executive Committee pursuant to these Articles and whose Membership has not
      ceased for any reason.




                         FULL MEMBER (PRC MAINLAND)


14.   A Full Member (PRC Mainland) shall mean a person related to the late Xu Bai Ting
      (許拜庭) by blood and normally resident in the PRC Mainland whose candidature
      for Full Member (PRC Mainland) has been approved by the Executive Committee
      pursuant to these Articles and whose Membership has not ceased for any reason.




                               HONORARY MEMBERS


15.   The Executive Committee may from time to time nominate and invite any person to
      act as an Honorary Member of the Association for life or any other period. An
      Honorary Member shall not be entitled to vote at general meetings of the
      Association nor to receive any such notices of meetings. No admission fee and no
      annual subscription shall be payable by the Honorary Member.




                  ASSOCIATE MEMBERS (NON-PRC MAINLAND)


16.   An Associate Member (Non-PRC Mainland) shall mean a person who is the issue
      of female descendant of the late Xu Bai Ting (許拜庭) by blood and normally
      resident outside the PRC Mainland whose candidature for Associate Member (Non-
      PRC Mainland) has been approved by the Executive Committee pursuant to these
      Articles and whose Membership has not ceased for any reason.       An Associate

                                      - 5 -
      Member (Non-PRC Mainland) shall not have the right to vote at general meetings
      of the Association nor to receive any such notices of meetings.




                       ASSOCIATE MEMBERS (PRC MAINLAND)


17.   An Associate Member (PRC Mainland) shall mean a person who is the issue of
      female descendant of the late Xu Bai Ting (許拜庭) by blood and normally resident
      in the PRC Mainland whose candidature for Associate Member (PRC Mainland)
      has been approved by the Executive Committee pursuant to these Articles and
      whose Membership has not ceased for any reason. An Associate Member (PRC
      Mainland) shall not have the right to vote at general meetings of the Association nor
      to receive any such notices of meetings.




                                   GENERAL MEETINGS


18.   The Association shall in each year hold a general meeting as its annual general
      meeting in addition to any other meetings in that year, and shall specify the meeting
      as such in the notices calling it; and not more than 15 months shall elapse between
      the date of one annual general meeting of the Association and that of the next.
      Provided that so long as the Association holds its first annual general meeting within
      18 months of its incorporation, it needs not hold it in the year of its incorporation or in
      the following year. The annual general meeting shall be held at such time and place
      as the Executive Committee shall appoint.


19.   All general meetings other than annual general meetings shall be called extraordinary
      general meetings.


20.   The Executive Committee may, whenever they think fit, convene an extraordinary
      general meeting; an extraordinary general meeting shall also be convened on such
      requisition, or, in default, may be convened by such requisitionists, as provided by
      section 113 of the Ordinance. If at any time there are not within Hong Kong sufficient
      Executive Committee Members capable of acting to form a quorum, any Executive
      Committee Member or any 2 Members of the Association may convene an

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      extraordinary general meeting in the same manner as nearly as possible as that in
      which meetings may be convened by the Executive Committee.




                           NOTICE OF GENERAL MEETINGS


21.   An annual general meeting and a meeting called for the passing of a special
      resolution shall be called by 21 days' notice in writing at the least, and a meeting of
      the Association other than an annual general meeting or a meeting for the passing of
      a special resolution shall be called by 14 day's notice in writing at the least. The
      notice shall be exclusive of the day on which it is served or deemed to be served and
      of the day on which it is given, and shall specify the place, the day and the hour of
      meeting and, in case of special business, the general nature of that business, and
      shall be given, in manner hereinafter mentioned or in such other manner, if any, as
      may be prescribed by the Association in general meeting, to such persons as are,
      under the Articles of the Association, entitled to receive such notices from the
      Association.


      Provided that a meeting of the Association shall, notwithstanding that it is called by
      shorter notice than that specified in this Article be deemed to have been duly called if
      it is so agreed:-


      (a)    in the case of a meeting called as the annual general meeting, by all the
             Members entitled to attend and vote thereat; and


      (b)    in the case of any other meeting, by a majority in number of the Members
             having a right to attend and vote at the meeting, being a majority together
             representing not less than 95 per cent of the total voting rights of all the
             Members entitled to attend and vote at the meeting.


22.   The accidental omission to give notice of a meeting to, or the non-receipt of notice of
      a meeting by, any person entitled to receive notice shall not invalidate the
      proceedings at that meeting.




                                          - 7 -
                        PROCEEDINGS AT GENERAL MEETING


23.   All business shall be deemed special that is transacted at an extraordinary general
      meeting, and also all that is transacted at an annual general meeting with the
      exception of the consideration of the accounts, balance sheets, and the reports of the
      Executive Committee and auditors, the election of Executive Committee Members
      and officers in the place of those retiring and the appointment of, and the fixing of the
      remuneration of, the auditors.


24.   No business shall be transacted at any general meeting unless a quorum of
      Members is present at the time when the meeting proceeds to business and
      continues to be present until the conclusion of the meeting; save as herein otherwise
      provided, two Members who are entitled to attend and vote at the meeting present in
      person or by proxy shall be a quorum.


25.   If within half an hour from the time appointed for the meeting a quorum is not
      present, the meeting if convened upon the requisition of Members, shall be
      dissolved; in any other case it shall stand adjourned to the same day in the next
      week, at the same time and place, or to such other day and at such other time and
      place as the Executive Committee may determine, and if at the adjourned meeting a
      quorum is not present within half an hour from the time appointed for the meeting the
      Members present shall be a quorum.


26.   The Chairman of the Executive Committee, or in his absence, the Vice-Chairman of
      the Executive Committee shall preside as chairman at every general meeting of the
      Association, or if both the Chairman and the Vice-Chairman shall not be present
      within 15 minutes after the time appointed for the holding of the meeting or are
      unwilling to act or have given notice to the Association of their intention not to attend
      the meeting, the Executive Committee Members present shall elect one of their
      number to be chairman of the meeting.


27.   If at any meeting no Executive Committee Member is willing to act as chairman or if
      no Executive Committee Member is present within 15 minutes after the time

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      appointed for holding the meeting, the Members present shall choose one of their
      number to be chairman of the meeting.


28.   The Chairman may, with the consent of any meeting at which a quorum is present
      (and shall if so directed by the meeting), adjourn the meeting from time to time and
      from place to place, but no business shall be transacted at any adjourned meeting
      other than the business left unfinished at the meeting from which the adjournment
      took place.   When a meeting is adjourned for 30 days or more, notice of the
      adjourned meeting shall be given as in the case of an original meeting. Save as
      aforesaid it shall not be necessary to give any notice of an adjournment or of the
      business to be transacted at an adjourned meeting.


29.   At any general meeting a resolution put to the vote of the meeting shall be decided
      on a show of hands unless a poll is (before or on the declaration of the result of the
      show of hands) demanded:-


      (a)    by the Chairman; or


      (b)    by at least 2 Members present in person or by proxy; or


      (c)    by any Member or Members present in person or by proxy and representing
             not less than one-tenth of the total voting rights of all the Members having the
             right to vote at the meeting.


      Unless a poll be so demanded a declaration by the Chairman that a resolution has
      on a show of hands been carried or carried unanimously, or by a particular majority,
      or lost and an entry to that effect in the book containing the minutes of proceedings
      of the Association shall be conclusive evidence of the fact without proof of the
      number or proportion of the votes recorded in favour of or against such resolution.


      The demand for a poll may be withdrawn.


30.   Except as provided in Article 32, if a poll is duly demanded it shall be taken in such
      manner as the Chairman directs, and the result of the poll shall be deemed to be the
      resolution of the meeting at which the poll was demand.

                                             - 9 -
31.   In the case of an equality of votes, whether on a show of hands or on a poll, the
      Chairman of the meeting at which the show of hands takes place or at which the poll
      is demanded, shall be entitled to a second or casting vote.


32.   A poll demanded on the election of a chairman, or on a question of adjournment,
      shall be taken forthwith. A poll demanded on any other question shall be taken at
      such time as the Chairman of the meeting directs, and any business other than that
      upon which a poll has been demanded may be proceeded with pending the taking of
      the poll.


33.   Subject to the provision of the Ordinance, a resolution in writing signed by all the
      Members for the time being entitled to receive notice of and to attend and vote at
      general meetings shall be as valid and effective as if the same had been passed at a
      general meeting of the Association duly convened and held. A written notice of
      confirmation of such resolution in writing sent by or on behalf of a Member shall be
      deemed to be his signatures to such resolution in writing for the purposes of this
      Article. Such resolution in writing may consist of several documents, and each such
      document shall be certified in advance by the Secretary to contain the correct version
      of the proposed resolution.




                                    VOTES OF MEMBERS


34.   Every Full Member shall have one vote.


35.   A Full Member of unsound mind, or in respect of whom an order has been made by
      any court having jurisdiction in lunacy, may vote, whether on a show of hands or on
      a poll, by his committee, receiver, curator bonis or other person in the nature of a
      committee, receiver or curator bonis appointed by that court, and any such
      committee, receiver, curator bonis or other person may, in a poll, vote by proxy.


36.   No Full Member shall be entitled to vote at any general meeting unless all moneys
      payable by him to the Association in his capacity as Full Member, and which have
      been outstanding for more than 1 month after they fell due for payment, have been

                                         - 10 -
      paid.


37.   On a poll votes may be given either personally or by proxy.




                                          PROXY


38.   A Full Member shall be entitled to appoint a proxy to attend and where appropriate,
      to vote at any general meeting of the Association on his behalf.


39.   The instrument appointing a proxy shall be in writing under the hand of the appointor
      or of his attorney duly authorized in writing. A proxy need not be a Member of the
      Association.


40.   The instrument appointing a proxy and the power of attorney or other authority, if
      any, under which it is signed or a notarially certified copy of that power or authority
      shall be deposited at the registered office of the Association or at such other place as
      is specified for that purpose in the notice convening the meeting, not less than 48
      hours before the time for holding the meeting or adjourned meeting at which the
      person named in the instrument proposes to vote, or, in the case of a poll, not less
      than 24 hours before the time appointed for the taking of the poll, and in default the
      instrument of proxy shall not be treated as valid.


41.   A vote given in accordance with the terms of an instrument of proxy shall be valid
      notwithstanding the previous death or insanity of the principal or revocation of the
      proxy or of the authority under which the proxy was executed provided that no
      intimation in writing of such death, insanity or revocation as aforesaid shall have
      been received by the Association at its registered office before the commencement of
      the meeting or adjourned meeting at which the proxy is used.




                                      MANAGEMENT


42.   The management and control of the affairs, administration and business of the
      Association shall be vested in the Executive Committee which may pay all the

                                         - 11 -
      expenses incurred in the formation and registration of the Association and may
      exercise all such powers and do all such acts and things as the Association is by its
      Memorandum and these Articles or otherwise authorised to exercise or do and are
      not hereby or by any ordinance required to be exercised or done by the Association
      in general meetings but subject nevertheless to the provision of the Ordinance and of
      these Articles and to any regulations (not being inconsistent with these Articles) from
      time to time made by the Association in general meeting; Provided that no such
      regulation shall invalidate any prior act of the Executive Committee which would have
      been valid if such regulation had not been made.


43.   No salary, remuneration or allowance shall be paid to the members of the Executive
      Committee, or the members of any committee appointed by the Executive
      Committee, but Executive Committee or any committee members may be re-
      imbursed for direct out-of-pocket expenses incurred in performing duties for the
      Association.




                                   EXECUTIVE COMMITTEE


44.   Unless the Association shall otherwise determine by ordinary resolution in general
      meeting, the number of Executive Committee Members shall not be less than 2 or
      more than 11. All Founder Members shall be Executive Committee Members until
      they are disqualified pursuant to Article 50 or pass away or they retire in accordance
      with Article 51(a).   Other Executive Committee Members shall be Full Members
      being either:-


      (a)    elected at the Annual General Meeting who shall hold office in accordance
             with Article 52; or


      (b)    co-opted by the Executive Committee in accordance with Article 54.




                                   BORROWING POWERS


45.   The Executive Committee may exercise all the powers of the Association to borrow

                                         - 12 -
      money, and to mortgage or charge its undertaking and property, or any part thereof,
      as security for any debt, liability or obligation of the Association as they in their
      discretion shall consider necessary or desirable for the proper and convenient
      administration of the Association's finances and affairs.




              POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE


46.   The Executive Committee may from time to time and at any time by power of
      attorney appoint any person or body of persons or body corporate whether
      nominated directly or indirectly by the Executive Committee, to be the attorney or
      attorneys of the Association for such purposes and with such powers, authorities and
      discretions (not exceeding those vested in or exercisable by the Executive
      Committee under these Articles) and for such period and subject to such conditions
      as they may think fit, and any such powers of attorney may contain such provisions
      for the protection and convenience of persons dealing with any such attorney as the
      Executive Committee may think fit and may also authorize any such attorney to
      delegate all or any of the powers, authorities and discretions vested in him.


47.   All cheques, promissory notes, draft, bills of exchange and other negotiable
      instruments, and all receipts for moneys paid to the Association, shall be signed,
      drawn, accepted, endorsed, or otherwise executed, as the case may be, in such
      manner as the Executive Committee shall from time to time by resolution determine.


48.   Without prejudice to the powers conferred by the preceding Articles and the other
      powers conferred by these Articles, it is hereby expressly declared that the Executive
      Committee shall have the following powers, that is to say, power:-


      (a)    to purchase or otherwise acquire for the Association or sell or otherwise
             dispose of any real or movable property, rights or privileges which the
             Association is authorised to acquire at such price and generally on such
             terms and conditions as they shall think fit;


      (b)    to engage, suspend or dismiss the employees of the Association, and to fix
             and vary their salaries or emoluments;

                                         - 13 -
      (c)   to institute, conduct, defend, compromise or abandon any legal proceedings
            by or against the Association or its officers or otherwise concerning the affairs
            of the Association, and also to compound and allow time for payment or
            satisfaction of any debts due and of any claims or demands by or against the
            Association;


      (d)   to make and give receipts, releases and other discharges for moneys payable
            to the Association, and for claims and demands of the Association;


      (e)   to invest, lend or otherwise deal with any of the moneys or property of the
            Association in such manner as they think fit having regard to the
            Association's Memorandum of Association and from time to time to vary or
            realise any such investment;


      (f)   to enter into all such negotiations and contracts and rescind and vary all such
            contracts and execute and do all such acts, deeds and things in the name
            and on behalf of the Association as they may consider expedient for, or in
            relation to, any of the matters aforesaid, or otherwise for the purposes of the
            Association;


      (g)   to sell, improve, manage, exchange, lease, let mortgage or turn to account all
            or any part of the land, property, rights and privileges of the Association;


      (h)   from time to time to make, vary or repeal rules and bye-laws for the
            regulation of the business of the Association, its officers and servants.


49.   The Executive Committee shall cause minutes to be made in books provided for the
      purpose:-


      (a)   of all appointments of officers made by the Executive Committee;


      (b)   of the names of the Executive Committee present at each meeting of the
            Executive Committee and of any sub-committee;



                                        - 14 -
      (c)   of all resolutions and proceedings at all meetings of the Association, and of
            the Executive Committee, and of sub-committees,


      and every Executive Committee Member present at any meeting of Executive
      Committee or other committees shall sign his name in a book to be kept for that
      purpose.




                 DISQUALIFICATION OF EXECUTIVE COMMITTEE


50.   The Office of Executive Committee shall be vacated if the Executive Committee
      Member:-


      (a)   becomes bankrupt or makes any arrangement or composition with his
            creditors generally; or


      (b)   becomes prohibited from being an Executive Committee Member by reason
            of any order made under the Ordinance or under any amendment or re-
            enactment thereof; or


      (c)   becomes of unsound mind; or


      (d)   resigns his office by notice in writing to the Association given in accordance
            with section 157D(3)(a) of the Ordinance provided that there are at least 2
            continuing Executive Committee Members; or


      (e)   shall for more than 6 months have been absent without permission of the
            Executive Committee from meetings of the Executive Committee held during
            that period; or


      (f)   shall be removed as an Executive Committee Member in accordance with
            Article 55.




                  RETIREMENT OF THE EXECUTIVE COMMITTEE

                                       - 15 -
51.   (a)   The Founder Members shall hold office until the       conclusion of the annual
            general meeting of the Association to be held in 2011 following the adoption
            of these Articles.


      (b)   A retiring Founder Member (unless his office is vacated in accordance with
            Article 50 or by his death) shall retain office until the close of the meeting at
            which he retires or when a resolution is passed at that meeting not to fill the
            vacancy or to appoint another person in his place or the resolution to re-
            appoint him is put before the meeting and lost.


      (c)   A retiring Founder Member shall be eligible for re-election for a term of not
            more than 5 years expiring at the conclusion of the annual general meeting of
            the Association held in 2016 or in the fifth year following the year of his re-
            election.


      (d)   In the event that a Founder Member ceases to be an Executive Committee
            Member prior to the expiration of his term, the Founder Members may co-opt
            any person from Full Members to replace him for the remaining unexpired
            term of office of Executive Committee Member. Any Executive Committee
            Member so co-opted shall retire on expiration of his term but be eligible for
            re-election pursuant to Article 52(b).


52.   (a)   All elected or co-opted Executive Committee Members (i.e., the Full
            Members) shall hold office until the conclusion of the annual general meeting
            of the Association to be held in 2007 following the adoption of these Articles.


      (b)   A retiring Executive Committee Member (Full Member) shall be eligible for
            re-election for a term of 1 year expiring at the conclusion of the next annual
            general meeting of the Association.


      (c)   In the event that an Executive Committee Member (Full Member) ceases to
            be an Executive Committee Member prior to the expiration of his term, the
            Executive Committee may co-opt any person from Full Members to replace
            him for the remaining unexpired term of office of Executive Committee

                                        - 16 -
             Member. Any Executive Committee Member so co-opted on expiration of his
             term shall retire but be eligible for re-election pursuant to paragraph (b)
             above.




               ELECTION OF MEMBERS OF EXECUTIVE COMMITTEE


53.   The Association may from time to time by ordinary resolution increase or reduce the
      number of the Executive Committee Members.


54.   The Executive Committee shall have power at any time, and from time to time, to co-
      opt any person from Full Members to be an Executive Committee Member, to fill a
      casual vacancy, but so that the total number of Executive Committee shall not at any
      time exceed the number fixed in accordance with these Articles.


55.   The Association may by ordinary resolution remove any member of the Executive
      Committee before the expiration of his term of office notwithstanding anything in
      these Articles or in any agreement between the Association and such Executive
      Committee Member. An Executive Committee Member so removed shall not be
      entitled to any claim for damages for loss of office or for breach of any contract of
      service between him and the Association.




                      PROCEEDINGS OF EXECUTIVE COMMITTEE


56.   The Executive Committee may meet together for the despatch of business, adjourn,
      and otherwise, regulate their meetings, as they think fit. Questions arising at any
      meeting shall be decided by a majority of votes. In the case of an equality of votes
      the chairman of the meeting shall have a second or casting vote. An Executive
      Committee Member may, and the Secretary on the requisition of the Executive
      Committee Member shall, at any time summon a meeting of the Executive
      Committee.


57.   Unless and until otherwise determined by the Executive Committee, two Executive
      Committee Members shall constitute a quorum.

                                        - 17 -
58.   The continuing Executive Committee may act notwithstanding any vacancy in their
      body, but, if and so long as their number is reduced below the number fixed by or
      pursuant to the Articles of the Association as the necessary quorum of the Executive
      Committee, the continuing Executive Committee Member may act for the purpose of
      increasing the number of the Executive Committee to that number, or of summoning
      a general meeting of the Association, but for no other purpose.


59.   The Executive Committee may elect amongst themselves a Chairman of the
      Executive Committee, a Vice-Chairman, Secretary, Treasurer or other officers on
      such terms and conditions as the Executive Committee may determine.                 The
      Chairman of the Executive Committee or in his absence the Vice-Chairman shall act
      as Chairman at all meetings of the Executive Committee and of the Association, but
      if no such Chairman and Vice-Chairman of the Executive Committee is elected or if
      at any meeting the Chairman and the Vice-Chairman is not present within 15 minutes
      after the time appointed for holding the same, the Executive Committee present may
      choose one of their number to be chairman of the meeting.


60.   A resolution in writing, signed by all the Executive Committee Members for the time
      being entitled to receive notice of a meeting of the Executive Committee, shall be as
      valid and effectual as if it had been passed at a meeting of the Executive Committee
      duly convened and held. A written notification or confirmation of such resolution in
      writing sent by the Executive Committee Member or sent by mail, telex, telegram,
      cable, facsimile, e-mail, or other means of electronic communication device as the
      case may be by such Executive Committee Member shall be deemed to be his
      signature to such resolution in writing for the purposes of this Article. Such resolution
      in writing may consist of several documents, each signed by one or more the
      Executive Committee Members.


61.   All acts done by any meeting of the Executive Committee or by any person acting as
      an Executive Committee Member, shall notwithstanding that it be afterwards
      discovered that there was some defect in the appointment of any Executive
      Committee Member or person acting as aforesaid, be as valid as if every such
      person had been duly appointed and was qualified to be an Executive Committee
      Member.

                                         - 18 -
                                  SUB-COMMITTEES


62.   The Executive Committee may delegate any of their powers to sub-committees
      consisting of two or more individuals appointed (but at least one member of every
      sub-committee must be an Executive Committee Member). Any sub-committee so
      formed shall in the exercise of the powers so delegated conform to any regulations
      that may be imposed on it by the Executive Committee.


63.   The provisions contained in these Articles relating to proceedings of Executive
      Committee's meetings shall mutatis mutandis apply to every meeting of the sub-
      committees, but so that the quorum thereof shall be two members of the sub-
      committees.




                                      SECRETARY


64.   The Secretary shall be appointed by the Executive Committee for such term, at such
      remuneration and upon such conditions as they may think fit; and any Secretary so
      appointed may be removed by them.




                                       RESERVES


65.   Any surplus funds of the Association, after deducting all the necessary expenditures,
      overheads and other operation costs incurred during the course of activities of the
      Association, shall be transferred to a reserve which shall only be used for activities
      and matters stipulated under the objects of the Association as set out in the
      Memorandum of Association and in these Articles and shall not be employed for any
      other purpose.




                                       THE SEAL



                                        - 19 -
66.   (a)    The Executive Committee shall provide for the safe custody of the Common
             Seal of the Association. The Seal of the Association shall not be affixed to
             any instrument except by the authority of a resolution of the Executive
             Committee and one Executive Committee Member shall sign every instrument
             to which the Seal of the Association is so affixed.


      (b)    The Association shall be entitled to exercise the powers conferred by Section
             35 of the Ordinance or any amendment or re-enactment thereof to use an
             official seal in any country or place outside Hong Kong.




                                        ACCOUNTS


67.   The Executive Committee shall cause true accounts to be kept of all sums of money
      received and expended by the Association, and the matters in respect of which such
      receipt and expenditure takes place, and of the assets, credits and liabilities of the
      Association. 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 affairs
      of the Association and to explain its transactions.


68.   The books of account shall be kept at the registered office of the Association, or,
      subject to section 121(3) of the Ordinance, at such other place or places as the
      Executive Committee shall think fit, and shall always be open to the inspection of the
      Executive Committee.


69.   The Executive Committee shall from time to time determine whether and to what
      extent and at what times and places and under what conditions or regulations the
      accounts and books of the Association or any of them shall be open to the inspection
      of Members not being the Executive Committee Members, and no Member (not
      being an Executive Committee Member) shall have any right of inspecting any
      account or book or document of the Association except as conferred by statute or
      authorized by the Executive Committee or by the Association in general meeting.


70.   The Executive Committee shall from time to time in accordance with sections 122,
      124 and 129D of the Ordinance, cause to be prepared and to be laid before the

                                          - 20 -
      Association in general meeting such income and expenditure accounts, balance
      sheets, group accounts (if any) and reports as are referred to in those sections.


71.   A copy of every balance sheet (including every document required by law to be
      annexed thereto) which is to be laid before the Association in general meeting,
      together with a copy of the Executive Committee's report and a copy of the auditor's
      report, shall not less than 21 days before the date of the meeting be sent to every
      Member of the Association:


      Provided that this Article shall not require a copy of those documents to be sent to
      any person of whose address the Association is not aware.




                                              AUDIT


72.   Once at least in every year the accounts of the Association shall be examined, and
      the correctness of the income and expenditure account and balance sheet
      ascertained by one or more Auditor or Auditors. The appointment and duties of such
      Auditor or Auditors shall be in accordance with the provisions of the Ordinance or
      any other statute which may be in force in relation to such matters.


73.   If any casual vacancy occurs in the office of Auditors, the Executive Committee may
      fill up the same, but while any such vacancy continues the surviving or continuing
      Auditor or Auditors, if any, may act.


74.   Every account of the Association when audited and approved by a general meeting
      shall be conclusive, except as regards any error discovered therein within three
      months next after the approval thereof, whenever any such error is discovered within
      that period, the account shall forthwith be corrected, and thenceforth shall be
      conclusive.




                                          NOTICE


75.   A Notice may be served by the Association on any Member either personally or by

                                          - 21 -
      sending it by post to such Member in a prepaid cover to him at his address
      registered with the Association or by e-mail to any member if so agreed by him to his
      e-mail address registered with the Association.


76.   Where a notice is sent by post it shall be deemed to have been served in the case of
      an address in Hong Kong on the day following that on which the cover containing it
      was posted and in the case of any address outside Hong Kong on the 7th day after
      the day on which the cover containing the notice is posted, and service thereof shall
      for all purposes be sufficiently proved by proof that the cover containing the same
      was properly addressed, prepaid and posted. In the case a notice is sent by e-mail,
      it shall be deemed to have been served upon its despatch and no non-delivery
      notice is given to the sender within 24 hours after despatch.




                                       INDEMNITY


77.   Every Executive Committee Member, agent, auditor, secretary and other officers for
      the time being of the Association shall be indemnified out of the assets of the
      Association against any liability incurred by him in relation to the Association in
      defending any proceedings, whether civil or criminal, in which judgment is given in
      his favour or in which he is acquitted or in connection with any application under
      section 358 of the Ordinance in which relief is granted to him by the court.


78.   The provisions of Clause 7 of the Memorandum of Association relating to the
      winding-up or dissolution of the Association shall have effect and be observed as if
      the same were repeated in these Articles.




                                         - 22 -
Names, Addresses and Descriptions of Subscribers




         Eugene Hui Ting Wah (許定華)

         Room 1029 Beverley Commercial Centre

         87-105 Chatham Road

         Tsimshatsui

         Kowloon HONG KONG

         Director

         (Sd.)Eugene Hui Ting Wah

         __________________________




         Nelson Young (楊乃舜)

         Suite 534-5 Star House

         Salisbury Road

         Tsimshatsui

           Kowloon HONG KONG

           Director

         (Sd.)Nelson Young

         __________________________




                                      - 23 -
Dated the 3rd day of November 1990.


WITNESS to the above signatures:




                                       (sd.) Edward C.K. FUNG
                                       Solicitor,
                                       Hong Kong
                                       6th Floor, Asia Standard Tower,
                                       59-65 Queen’s Road Central,
                                       Hong Kong.




                                      - 24 -

				
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