Memorandum and Articles

THE COMPANIES ORDINANCE (CHAPTER 32)

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HONG KONG COLLEGE OF UROLOGICAL NURSING LIMITED

香港泌尿外科護理學院有限公司

(Company limited by guarantee and not having a share capital)

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MEMORANDUM OF ASSOCIATION

HONG KONG COLLEGE OF UROLOGICAL NURSING LIMITED

香港泌尿外科護理學院有限公司

The name of the Company is "HONG KONG COLLEGE OF UROLOGICAL NURSING LIMITED 香港泌尿外科護理學院有限公司”and hereinafter referred to as the “College”.

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

The objects for which the College is established are:

to promote the interest in and a better understanding on the aspect of urology and urology nursing in Hong Kong;

to represent and promote the interest of the nurse and particular of those practicing in urology nursing;

to consider questions affecting the interests of the urology nursing at large, or the alteration or administration of the urology nursing profession; to initiate and promote legislation with a view to attaining any object of the College; to call for, to support or to oppose legislation or changes in law or practice, and appear in support of any petition to the legislature or any governmental or regulatory bodies; to have dealings with national regional or local societies with common interests and with any other person or persons in support of any of the objects of the College;

to encourage the study of urology nursing; to promote and support the provision of complementary services; to establish and maintain lectures, courses and classes, either independently or with others for members of the College or the public at large, and to provide prizes or other rewards or distinctions; to disseminate professional and other information to members of the College; to establish subscribe and give support to libraries and publications; to compile and make available any materials or documentations for the use of members of the College;

to provide a venue of discussion of problems and issues related to urology and urology nursing;

to improve and set the standard of urological nursing care in Hong Kong;

to provide a means of liaison with nurses in the field of urology nursing in other parts of the world for purpose of collection, exchanging and dissemination information on urology and urology nursing;

to advise and provide information on post-graduate urological nursing training;

to carry out, establish, construct, maintain, improve, manage and superintend, or to assist in carrying out, establishment, construction, maintenance, improvement, management or superintendence of non-profit making schools, hostels, training and recreational centre, libraries, clubs, hospitals, clinics, nurseries, dispensaries and stations for educational and other charitable purposes provided that none of the funds of the College shall be paid to any school, hostel, library, club, hospital, clinic, nursery, dispensary or any centre, whether recreation or otherwise which pays or transfers, directly or indirectly, any part of its income or property by way or dividend, bonus or otherwise howsoever by way of profit to its members;

to make provision for the application of any of the profit funds, moneys or assets of the College to any educational and other charitable purposes whatsoever;

to undertake and administer any trust for charitable purposes;

to accept and receive subscriptions, donations and gifts (of whatever nature or kind) and bequests to the College;

to take any gift or assignment of property whether subject to any special trust or not for any one or more of the objects of the College;

to acquire by purchase or otherwise any lands, buildings, easements or property which may be requisite for the purposes of, or capable of being conveniently used in connection with any of the objects of the College;

to hire and employ all classes of persons necessary for the purposes of the College to pay to them and to other persons in return for services rendered to the College salaries, wages, gratuities and pensions;

to establish, promote or assist in establishing or promotion, and to subscribe to or become a member of or affiliate with, any other bodies whose objects are similar to the objects of the College provided that none of the funds of the College shall be paid to any institution, society, club or other body which pays or transfers, directly or indirectly, any part of its income or property by way of dividend, bonus or otherwise howsoever by way of profit to its members;

to borrow and raise money to give security for any of the above purposes by the issue of open bonds, debentures, bills of exchanges, promissory notes or other obligations or securities of the College or by sale or mortgage or charge upon all or any part of the property of the College;

to open and operate a separate banking account or accounts with any bank or banks for the purposes of the College, and for such purposes to make, give, accept, endorse, transfer, discount and negotiate bills of exchange, promissory notes, cheques or other similar instruments; and/or

to do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

In furtherance of the principal objects or any of them but not the otherwise, the College shall have the power:

to print and publish any newspaper, periodicals, books or leaflets that the College may think desirable for the promotion of its objects;

to organize and hold lectures, discussions, debates, conferences, exhibitions and other meeting;

to invest the moneys of the College not immediately required, upon such security and in such manner as may from time to time be determined;

to raise money by subscription or other lawful means and to apply to any governmental or regulatory department or body for subsidy or aid for the purpose of the above objects, or any of them;

to subscribe to any local or other charities or benevolent objects, and grant donations for any public , general or useful purpose; and/or

to grant, sell convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any lands, messuages, tenements, mortgage, debentures, funds, shares or securities which are for the time being vested in the College for such terms as the College may see fit,

PROVIDED that:-

In case the College shall take or hold any property which may be subject to any trusts, the College will only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

The objects of the College shall not extend to the regulation of relations between workers and employers or organizations of workers and organizations of employers.

The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded.

1. The income and property of the College, however derived, shall be applied solely towards the promotion of the objects of the College as set out this Memorandum.

Subject to sub-clauses 5(d) to (e) below, no portion of the income and property of the College shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the College.

No member of the Council of Management or Governing Body of the College shall be appointed to any salaried office of the College, or any office of the College paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in sub-clause 5(e) below) shall be given by the College to any member of the Council of Management or Governing Body.

Nothing herein shall prevent the payment, in good faith, by the College of reasonable and proper remuneration to any officer or servant of the College, or any member of the College not being a member of the Council of Management or Governing Body of the College in return of any services actually rendered to the College.

Nothing herein shall prevent the payment, in good faith by the College:-

to any member of its Council of Management or Governing Body of out-of pocket expenses;

of interest on money lent by any member of the College or its Council of Management or Governing Body at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar loans;

of reasonable and proper rent for premises demised or let by any member of the College or of its Council of Management or Governing Body;

of remuneration of other benefit in money or money’s worth to a body corporate in which a member of the College or of its Council of Management or Governing Body in interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes.

No person shall be bound to account for any benefit he or she may receive in respect of any payment properly paid in accordance with sub-clauses 5(d) and (e) above.

The liability of the members is limited.

Every member of the College undertakes to contribute to the assets of the College in the event of its being wound up while he or she is a member, or within 1 year afterwards, for payment of the debts and liabilities of the College contracted before he or she ceases to be a member, and the costs, charges and expensed of windings up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding Hong Kong Dollars one hundred (HK$100).

If upon the winding up or dissolution of the College there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst members of the College; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the College, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the College under or by virtue of Clause 5 above, such institution or institutions to be determined by members of the College, who have rights to attend and vote at any general meeting of the College, at or before the time 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 this provision cannot be effected, then to some other charitable objects.

THE COMPANIES ORDINANCE (CHAPTER 32)

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HONG KONG COLLEGE OF UROLOGICAL NURSING LIMITED

香港泌尿外科護理學院有限公司

(Company limited by guarantee and not having a share capital)

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ARTICLES OF ASSOCIATION

HONG KONG COLLEGE OF UROLOGICAL NURSING LIMITED

香港泌尿外科護理學院有限公司

INTERPRETATION

In these articles (the “Articles”), the following words and expressions shall have the following meanings:-

“College” means the Hong Kong College of Urological Nursing Limited.

“Council” means the Council of Management or Governing Body of the College constituted and elected by Voting Members to manage the affairs of the College for the time being.

“Councillor” means any person for the time being appointed as a member of the Council and has the meaning of “director” as defined in section 2 of the Ordinance. “Councillors” shall be construed accordingly.

“Election Year” means the calendar year of first annual general meeting of the College and every subsequent alternate calendar year, in which all Councillors shall retire in the annual general meeting of the College of the year.

“Founder Members” means the promoters of the College who subscribed to the Memorandum and Articles of Association of the College and become members of the College upon its incorporation. The “Founder Member” shall be construed accordingly.

“Honorary Secretary” means the Councillor appointed to perform the duties of the secretary of the Council.

“Honorary Treasurer” means the Councillor appointed to perform the duties of treasurer of the College.

“Ordinance” refers to the Companies Ordinance (Cap. 32) (the predecessor ordinance of the Companies Ordinance (Cap. 622)).

“President” means the Councillor appointed to chair the Council and he or she should have the working experience of at least one year in the Council save and except the President of the first Council.

“Register” means the register of members of the College.

“Qualified Nurse” means any registered nurse or enrolled nurse who is currently registered with Nursing Council of Hong Kong.

“Seal” means the common seal of the College.

“Secretary” means any person or body corporate appointed by the Council to perform the duties of the secretary of the College.

“Voting Member” means a member of the College who is a duly registered member either as a Full Member or a Fellow Member of the College for the time being and “Voting Members” shall be construed accordingly. Voting Members shall have rights to attend and vote at any general meeting of the College. A Voting Member must possess recognized local nursing qualification.

Expressions referring to writing shall, unless the contrary intention appears, be construed as written or printed or partly written and partly printed; and including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Words importing the masculine gender includes the feminine gender unless the context otherwise requires.

Words importing the singular number includes the plural number and vice versa.

The headings are for convenience only and shall not affect the construction of these Articles of Association.

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

PURPOSE

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

MEMBERSHIP

The number of members with which the College proposes to be registered is one thousand (1,000).

The Founder Members and such other persons as the Council shall admit to membership in accordance with these Articles and the bye-laws of the College shall be the members of the College.

Membership of the College shall be classified into four classes, namely Full Members, Fellow Members, Associate Members and Honorary Fellows:

Full Members

Any Qualified Nurse who has the interest in urology nursing may apply for full membership in the College.

A Full Member shall have the rights and obligations of a Voting Member.

Fellow Members

The Founder Members who are Registered Nurses shall automatically become Fellow Members.

Any Registered Nurse who has made significant contribution to the nursing profession can apply for the membership and who is approved by Council to be made a Fellow Member.

Fellow Members shall have the same rights and obligations as Full Members.

Associate Members

Any of the following persons may apply for associate membership in the College:-

nursing student on pre-registration course(s) approved by the Nursing Council of Hong Kong; or

overseas registered nurse registered outside Hong Kong.

Associate Member is not a Voting Member and hence shall not have any right as a Voting Member. He or she shall neither have the right to vote at any general meeting of the College nor take part in the management of the affairs of the College.

Honorary Fellows

Any person who has made significant contribution to the urology nursing and who is recommended by the Council to be made Honorary Fellow.

Honorary Fellow is not a Voting Member and hence shall not have any right as a Voting Member. He or she shall neither have the right to vote at any general meeting of the College nor take part in the management of the affairs of the College.

Honorary Fellow is not required to pay any annual membership fee of the College.

Save and except the Founder Members and Honorary Fellows, application for membership shall be made in writing, signed by the applicant and shall be in such form as may be prescribed by the Council from time to time. Once the application is approved by the Council and upon payment of the prescribed Fees, the applicant will be admitted as a member of the College. The Council shall have full discretion as to the admission of any applicant to membership of any class and may refuse admission without assigning any reason therefor.

Each member, so long as it remains a member of the College, shall be deemed to have undertaken to the College strictly to observe the highest standards of ethical conduct and practice and comply with any code of conduct, rules and practice directions from time to time prescribed and issued by the Council.

A member shall cease to be a member of the College and his or her name shall be removed from the Register accordingly if:-

he or she resigns his or her membership by notice in writing to the College; or

he or she fails to pay any of the fees or any amount payable by him or her to the College for twenty-eight (28) days after such have become due unless the College shall resolve to extend the period for payment either before or after its expiry and payment is made within such extended period; or

he or she is expelled from the College by the Council under its power in that behalf hereinafter contained; or

he or she has been convicted of an offence of such a nature that its commission by a member would in the opinion of the Council be damaging, impairing, debasing or disreputable to the College; or

he or she has been guilty of conduct of such a nature or has behaved in such a manner that its commission by a member would be in the opinion of the Council be damaging, impairing, debasing or disreputable to the College, the Council and/or the members of the College; or

he or she has in the opinion of the Council made, published or otherwise issued any detrimental or derogatory statements against the College, the Council or any of the members of the College; or

he or she has contravened any of the Articles of the Association and/or any resolutions passed by the Council; or

he or she fails to maintain the qualification required for membership of the College; or

he or she has in the opinion of the Council taken or assumed the name, designation or character of the Council or the College for the purpose of thereby doing or procuring to be done any act which he or she would not be entitled to do or procure to be done of his or her own authority, or for any other unlawful purpose.

Any member who shall comply with any provision of the Memorandum of Association or the Articles of the Association or of any lawful rule, regulations or by-laws made by the Council or any other competent authority or whose conduct in any respect shall be in the opinion of the Council derogatory to the character or prejudicial to the interest of the College may be removed as a member of the College by a resolution of the Council to that effect passed by a majority of the Councillors holding office as such at the date of the resolution.

Any member who has withdrawn or has been expelled from the College shall forfeit all rights in and claims upon the College and its property. Such member shall automatically cease to hold any office in the College which he or she is holding immediately before he or she ceases to be a member.

The Council shall have the final right in determining the admission of the members of the College and any applicant who is aggrieved by the decision of the Council shall have no right to appeal to such decision which is final and conclusive.

RIGHTS, PRIVILEGES AND DUTIES OF MEMBERS

The rights and privileges of a member shall be personal to itself and shall not be capable of being transferred or assigned by its own act or by operation of law, and shall cease upon its ceasing to be a member.

All members shall have right to:-
1. participate in all activities, programs and functions organized, supported or arranged by the College; and
2. enjoy all privileges and benefits as a member of the College; and
3. receive notices of and attend all general meetings of the College; and

assist in the development and promotion of the College.

Subject to otherwise provided for in these Articles, Voting Members but not the others have right to:-

nominate and elect other Voting Member or Voting Members as Councillor or Councillors; and

be nominated and elected as Councillor to hold office of the College; and

speak and vote at all general meetings of the College.

The obligations of each member shall be as follows:-

to abide by the rules as set out in the Memorandum of the College and the Articles of the College and any disciplinary regulations and by-laws made thereunder;

to obey all resolutions of the College;

to comply with all the public welfare of the College;

to assist in the promotion and extension of the objects of the College;

to pay fees and to contribute to the expenditure of the Association, and to participate in fund-raising campaigns for the promotion of the College’s objects; and

to fulfil his or her obligation as stipulated in Clause 7 of the Memorandum of the College.

SUBSCRIPTION FEES

Every member shall pay:

upon admission by the College, an annual subscription fee as may be determined by the Council from time to time and to be endorsed by way of a special resolution of the College ; and/or

any other general or specific contributions as the Council may from time to time determine and for which it may be liable in accordance with these Articles or any rules made in pursuance hereof

(collectively, the “Fees”).

The amounts of the Fees upon incorporation of the College shall be fixed and determined by the Founder Members or a majority of them.

All Fees, once paid, are non-refundable and shall be payable in advance at such time and in such manner as the Council may from time to time determine.

GENERAL MEETING

The College 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 fifteen (15) months shall elapse between the date of one annual general meeting of the College and that of the next. Provided that so long as the College holds its first annual general meeting within eighteen (18) months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting of the College shall be held at such time and place as the Councillors shall appoint.

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

The Councillors may, whenever they think fit, convene an extraordinary general meeting of the College, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 113 of the Ordinance. If at any time there are not within Hong Kong sufficient Councillors capable of acting to form a quorum, any Councillors or any two (2) Voting Members may convene an extraordinary general meeting of the College in the same manner as nearly as possible as that in which meetings may be convened by the Councillors.

NOTICE OF GENERAL MEETING

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

PROVIDED that a meeting of the College 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:-

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

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

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 any meeting of the College.

PROCEEDINGS AT GENERAL MEETINGS

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

No business shall be transacted at any general meeting of the College unless a quorum of Voting Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, at least eight (8) Voting Members or such numbers of the Voting Members having ten per cent (10%) of voting right at any general meeting of the College, whichever the number is larger, for the time being personally present or by proxy shall be a quorum.

If within half an hour from the time appointed for a general meeting of the College a quorum is not present, the meeting of convened upon the requisition of Voting Members, shall be dissolved; and in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Voting Members present shall be a quorum.

The President shall preside as chairperson at every general meeting of the College or if there is no President or if he or she is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act or is absent from Hong Kong or has given notice to the College of his intention not to attend the meeting, the Councillors present shall elect one of their number to be chairperson of the meeting.

If at any general meeting of the College no Councillor is willing to act as chairperson or if no Councillor is present within fifteen (15) minutes after the time appointed for holding the meeting, the Voting Members present shall choose one of them to be chairperson of the meeting.

The chairperson may, with the consent of any general meeting of the College at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

At any general meeting of the College 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-

by the chairperson; or

by at least two Voting Members present in person or by proxy; or

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

Unless a poll is so demanded, a declaration by the chairperson 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 College, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

The demand for a poll may be withdrawn.

Except as provided in Article 33 , if a poll is duly demanded it shall be taken in such manner as the chairperson directs and the results of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of voted, whether on a show of hands or on a poll, the chairperson 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.

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

VOTES OF MEMBERS AND PROXY

Only Voting Members shall have rights to vote at any general meeting of the College.

Every Voting Member shall have one (1) vote at any general meeting of the College.

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

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

The College shall have the power to permit the use of voting by proxy at any general meeting other than the annual general meeting of the College.

All Voting Members entitled to attend and vote in the general meeting of the College shall have the right to appoint proxy.

A proxy must be a Voting Member of the College.

Proxy forms shall be sent to all Voting Members entitled to attend and vote in the general meeting of the College.

Proxy forms, other instrument appointing a proxy, 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 College or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, not less than twenty-four (24) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

Any Voting Member entitled to attend and vote in general meetings of the College wishing to appoint a proxy must sign and complete and name his proxy in the proxy form.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

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 College at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Proxy votes shall not be transferable.

Every instrument of proxy shall, as nearly as circumstances will admit, be in the following form or to the effect following, or in such other form as the Council may from time to time determine:-

“The Hong Kong College of Urological Nursing Limited

I/We of

, being a member/members of the above named College entitled to vote at any general meeting of the College, hereby appoint of or failing him or her

of ,

as my/our proxy to attend/to attend and vote for me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) general meeting of the College to be held on the day of , and at any adjournment thereof.

Signed this day of .”

*Strike out whichever is not applicable

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit;-

“The Hong Kong College of Urological Nursing Limited

I/We, of

, being a member/members of the above named College entitled to vote at any general meeting of the College, hereby appoint of or failing him or her

of ,

Signed this day of .”

The form is to be used *in favour of/against the resolution.

Unless otherwise instructed, the proxy will vote as he or she thinks fit.

*Strike out whichever is not desired or not applicable.

THE COUNCIL

The management of the affairs, administration and business of the College shall be vested in the Council which may direct any committee to be organized where appropriate and necessary for the attainment and fulfilment of the objects of the College, pay all the expenses incurred in the promoting and registering the College and may exercise all such powers of the College as are not, by the Ordinance or by these Articles, required to be exercised by the College in general meeting, subject nevertheless to the provisions of the Ordinance or these Articles and to such regulations, being not inconsistent with these provisions, as may be prescribed by the College in general meeting; but no regulation made by the College in general meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made.

The Council shall be responsible for organizing the scientific and social programmes and transacting all business of the College in pursuance of its objects.

1. The number and the names of the first Councillors shall be determined in writing by the Founder Members or a majority of them. The first Councillors shall hold office until the forthcoming Election Year.

Upon the expiry of the term of the first Councillors, the Councillors shall be elected by Voting Members by ordinary resolution.

Councillors must be Full Member or Fellow Member.

1. The elected Councillors at annual general meetings of the College shall, within fourteen (14) days from their being elected as such, elect among themselves the following office bearers:-
  1. President,
  2. Honorary Secretary,
  3. Honorary Treasurer, and
  4. Chairperson of committees, if any.

Unless and until otherwise determined by an ordinary resolution of the College, the number of Councillors shall not be less than six (6) but shall not be more than ten (10) or as may be prescribed by the College in general meeting. Vacancies occurring during the year shall be filled by co-option by remaining Councillors.

Subject to his or her consent the outgoing President shall be appointed an ex-officio member of the Council. An ex-officio member of the Council who is not elected by Voting Members in general meeting of the College shall neither have executive power of function nor voting power as a Councillor in Council meeting. The ex-officio member shall not be counted as quorum in any Council meeting.

Only present and past Councillors who have served on the Council for at least one year shall be eligible for election as President save and except the President of the first Council.

The President shall preside as President at every Council meeting and all other meetings of the College and shall normally be the spokesperson of the Council.

The Honorary Secretary shall responsible for all correspondence of the College and shall keep records and minutes of all meetings of the College, Council and its committees.

The Honorary Treasurer shall be responsible for preparing and keeping books of accounts of and for managing the funds of the College and shall present a financial report at the annual general meeting of the College. This report shall be audited by the auditor or auditors appointed by the College.

The Council shall determine the representative of the College in dealing with outside body.

In the absence of the President for more than 3 months, the Council shall appoint an acting President among the Councillors for a term until the annual general meeting of the College of the forthcoming Election Year.

Each and every Councillor shall serve the College on a voluntary and complimentary basis and shall not receive any remuneration save and except all travelling and other reasonable expenses properly incurred by them in connection with the business of the College.

FUNDING AND BORROWING POWERS

The Council may exercise all the powers of the College to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the College or of any third party as they in their discretion shall consider necessary or desirable for the proper and convenient administration of the College’s finance and affairs.

The College may accept lawful contributions, subsidy, subscription, payment, donations, devises and requests of any funding, movable and immovable properties from any member, company, organization, corporation, body, institution, the government and the general public or where the Council considers appropriate.

POWERS AND DUTIES OF COUNCILLORS

The Council may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Council, to be the attorney or attorneys of the College for such purposed and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Council 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 provisions for the protection and convenience of persons dealing with any such attorney to delegate all or any of the powers, authorities and discretions vested in him or her.

The Council shall have the right to appoint or engage person or persons at such salary as the Council thinks fit to serve as executive staff of the College. They shall be accountable and responsible to the Council which shall determine their terms and conditions of appointment and reference.

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

The Council shall cause minutes to be made in books provided for the purpose:-

of all appointments of officers made by the Council;

of the names of the Councillors present at each meeting of the Council and of any committee of the Council;

of all resolutions and proceedings at all meetings of the College, and of the Council, and of committees of Council;

and every Councillor present at any meeting of the Council or committee of the Council shall sign his or her name in a book to be kept for that purpose.

BY-LAWS

The Councillors may from time to time make, alter and repeal any by-laws they consider necessary or expedient or convenient for the proper conduct and management of the College and any other matter relating to the operation of College not already provided for by the Memorandum and Articles of Association.

Any by-law that enacted, altered or repealed shall have binding effect on all or any class of members specified.

The Councillors must adopt whatever means they consider sufficient to bring all by-laws, alteration and repeals to the notice of the members of the College.

All by-laws, so long as they are in force, are binding on all members of the College.

No by-law may be inconsistent with, or affect or repeal anything contained in, the Memorandum or Articles of Association of the College, or be in breach of any statutory provision.

Any by-law may be set aside, modified or amended by an ordinary resolution of a general meeting of the College.

RESIGNATION AND RETIREMENT OF COUNCILLORS

At the Election Year, all the Councillors shall retire from office at the annual general meeting of the College of the year.

The terms of office of the Councillors elected at annual general meeting of the College shall be two (2) years until the annual general meeting of the College of next Election Year.

Each Councillor shall give at least seven (7) days prior written notice for his or her resignation which shall only be effective upon approval of the Council.

A retiring Councillor shall be eligible for re-election to the office of Councillor.

The College may from time to time by ordinary resolution increase or reduce the number of Councillors, and may also determine in what rotation the increased or reduced number is to go out of office.

The Council shall have power at any time, and from time to time, to appoint any Voting Member to be a Councillor, to fill a casual vacancy. Any Councillor so appointed shall hold office only until annual general meeting of the College of the forthcoming Election Year, but shall be eligible for re-election.

The College may by ordinary resolution remove any Councillor before the expiration of his or her period of office notwithstanding anything in these Articles or in any agreement between the College and such Councillor. Such removal shall be without prejudice to any claim such Councillor may have for damages for breach of any contract of service between him or her and the College.

The College may by ordinary resolution appoint another Voting Member in place of the Councillor removed from office under the immediately preceding Article without prejudice to the powers of the Council under Article 71, the College in general meeting may appoint any person to be a Councillor either to fill a casual vacancy or as an additional Councillor. The person appointed to fill such a vacancy shall be subject to retirement at the annual general meeting of the College of the forthcoming Election Year, but shall be eligible for re-election.

DISQUALIFACTION OF COUNCILLORS

Without prejudice to Article 8, the office of Councillor shall be vacated if the Councillor:-

without the consent of the College in general meeting holds any other office of profit under the College; or

becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or

becomes prohibited from being an Councillor by reason of any disqualification order made under Part IVA of the Ordinance; or

becomes of unsound mind; or

resigns his or her office by notice in writing to the College given in accordance with section 157(3)(a) of the Ordinance; or

shall for more than 6 months have been absent without permission of the Council from meetings of the College held during that period; or

is directly or indirectly interested in any contract (bring a contract of significance in relation to the College’s business or affairs) with the College and, if his or her interest in the contract is material, fails to declare the nature of his or her interest in the manner required by section 162 of the Ordinance;

any Councillor had disclosed any information confidential to the College including but without limitation to personal particulars of the members, contents of the general meetings of the College and matters discussed by the Council, without prior approval of the College. The College reserves its rights of legal actions against such Councillor.

PROVIDED, however, that an Councillor shall not vacate his or her office by reason of being interested in any contract as aforesaid as long as such Councillor declares the nature of his or her interest in manner requires by section 162 of the Ordinance, and provided that he or she has declared the nature of his or her interests in the manner as aforesaid, he or she may vote in respect of any such contract or arrangement in which he or she is interested or upon any matter arising thereout, and if he or she shall so vote his or her vote shall be counted and he or she shall be taken into account in determining a quorum when any such contract or arrangement is under consideration.

PROCEEDINGS OF THE COUNCIL

Council meeting shall be convened either at the request of four (4) Councillors or at the discretion of the President or acting president by giving prior notice in writing to all the Councillors twenty-four (24) hours before the meeting.

The quorum necessary for the transaction of the business of the Council shall be four (4).

The continuing members of the Council 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 College as the necessary quorum of the Council, the continuing members of the Council may act for the purpose of increasing the number of members of the Council to that number or of summoning a general meeting of the College but for no other purpose.

The President or acting President shall preside as chairperson at every meeting of the Council but if at any meeting the President or acting President is not present within twenty (20) minutes after the time appointed for holding the same, the Councillors present may choose one of their members to be chairperson of the meeting.

Question arising at any Council meeting shall be decided by a majority of votes. In case of an equality of votes, the chairperson of the meeting shall be entitled to a second for casting vote.

A Councillor who is in any way, whether directly or indirectly, materially interested in a contract, arrangement or transaction or proposed contract, arrangement or transaction with the College shall declare the nature of this interest at the earliest meeting of the Council at which it is practicable for him or her to do so, in accordance with the Ordinance. A general notice to the Council by a Councillor stating that, by reason of facts specified in the notice, he or she is regarded as interested in contracts, arrangements or transactions or proposed contracts, arrangements or transactions of any description which may subsequently be made or contemplated by the College shall be deemed for the purposes of this Article to be a sufficient declaration of his or her interest, so far as attributable to those facts, in relation to any contract, arrangement or transaction of that description which may subsequently be made or contemplated by the College, but no such general notice shall have effect in relation to any contract, arrangement, or transaction or proposed contract, arrangement or transaction unless it is given before the date on which the question of entering into the same is first taken into consideration on behalf of the College.

A Councillor shall not vote in respect of any contract, arrangement or transaction or proposed contract, arrangement or transaction in which he or she is interested in notwithstanding that he or she may be counted in the quorum at any meeting of the Council at which any such contract, arrangement or transaction or proposed contract, arrangement or transaction shall come before the meeting for consideration provided that he or she has, where relevant, first disclosed his or her interest in accordance with the immediately preceding Article.

If any question shall arise at any meeting as to the materiality of a Councillor’s interest in or significance of a contract, arrangement or transaction or proposed contract, arrangement or transaction or as to the entitlement of any Councillor to vote or form part of a quorum and such question is not resolved by his or her voluntarily agreeing to abstain from voting, such question shall be referred to the chairperson of the meeting and his or her ruling in relation to any other Councillors shall be final and conclusive except in a case where the nature or extent of the interests of the Councillor concerned as known to such Councillor has not been fairly disclosed.

The College may by ordinary resolution suspend or relax the provisions of Articles 81 and 82 to any extent or ratify any transaction not duly authorized by reason of a contravention of these Articles.

The Council may delegate any of their powers to committees consisting of such member or members as they think fit; and committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by Council.

A committee may elect a chairperson of its meetings; if no such chairperson is elected, or if at any meeting the chairperson is not present within twenty minutes after the time appointed for holding the same, the members present may choose one of them to be chairperson of the meetings.

A committee may meet and adjourn as it thinks proper. Questions arising at any committee meeting of the Councillors shall be determined by majority of votes of the members present, and in case of an equality of votes the chairperson shall have a second or casting vote. Provided that the decision of the committee on any matter shall only be by way of recommendation and shall have no effect until it has sanctioned by resolution of the Council.

All acts done by any meeting of the Council or of a committee or by any person acting as a committee member or member of Council, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such members of Council or committee or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been appointed and was qualified to be a member of the Council or committee.

A committee shall have power at any time, and from time to time to appoint a person as an additional member of the committee, such person to be appointed must be a member among members of the Council.

A resolution in writing, signed by all Councillors for the time being entitled to receive notice of meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened held.

SECRETARY

The Secretary shall be appointed by the Council 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.

A provision of the Ordinance or these Articles requiring or authorizing a thing to be done by or to a Councillor and the Secretary shall not be satisfied by its being done by or to the same person acting both as Councillor and as, or in place of, the Secretary.

RESERVES

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

THE SEAL

The Council shall provide for the safe custody of the Seal, which shall only be used by the authority of the Council or a committee of the Council authorised by the Council in that behalf, and every instrument to which the Seal shall be affixed shall be signed by a Councillor and shall be countersigned by the Secretary or by a second Councillor.

ACCOUNTS

The Council shall cause proper books of account to be kept with respect to-

all sums of money received and expended by the College and the matters in respect of which such receipt and expenditure takes places;

all sales and purchases of goods by the College; income from services rendered by the College; and

the assets and liabilities of the College.

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 College’s affairs and to explain its transactions.

The books of accounts shall be kept at the registered office of the College, or, subject to section 121(3) of the Ordinance, at such other place or places as the Council thinks fit, and shall always be open to the inspection of the Councillors.

The Council 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 College or any of them shall be open to the inspection of the Voting Members not being Councillors, and no Voting Member (not being a Councillor) shall have any right of inspecting any account or book or document of the College except as conferred by statute or authorized by the Council or by the College in general meeting.

The Council shall from time to time in accordance with the requirements of the Ordinance, cause to be prepared and to be laid before the College in general meeting such income and expenditure accounts, balance sheets, group accounts (if any and appropriate) and reports as are required by the Ordinance.

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the College in general meeting, together with a copy of the Councillors’ report and a copy of the auditor’s report, shall not less than fourteen (14) days before the date of the meeting be sent to every member and every holder of debentures of the College:-

PROVIDED that this Article shall not require a copy of those documents to be sent to any person of whose address the College is not aware or to more than one of the joint holders of any debentures.

AUDIT

Once at least in every year the accounts of the College 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.

Every account of the College when audited and approved by a general meeting of the College 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.

NOTICES

A notice may be served by the College on any member of the College either personally or by sending it by post in prepaid letter, or any electronic means addressed to such member at his or her registered address as appearing in the Register.

Any member described in the Register by an address not within Hong Kong, who shall from time to time give the College an address in Hong Kong at which notices may be served upon him or her, shall be entitled to have notice served upon him or her at such address.

Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post office or a postal box and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into post office or postal box as a prepaid letter.

Notice of every general meeting of the College shall be given in the manner hereinbefore authorized to every member and the auditors of the College for the time being. No other person shall be entitled to receive notices of the general meetings, except such persons as may be invited by the Council to attend any particular meeting or meetings.

INDEMNITY

Every Councillor, agent, auditor, Secretary and other officers for the time being of the College shall be indemnified out of the assets of the College against any liability incurred by him or her in relation to the College in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connexion with any application under section 358 of the Ordinance in which relief is granted to him or her by the court.

DISSOLUTION

The College shall be dissolved if so requested by not less than four-fifths of the Voting Members, and is approved by votes of not less than four-fifths of the Voting Members at a general meeting of the College convened for the purpose. Upon dissolution of the College, after settlement of all debts and liabilities of the College, any surplus asset shall be dealt with in accordance with Clause 8 of the Memorandum of Association.

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