Incorporated on the 3rd April 2008
Last amended 30th May 2011
THE COMPANIES ORDINANCE (CHAPTER 32)
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
HONG KONG SOCIETY OF MEDICAL PROFESSIONAL LIMITED
1. The name of the Company is “HONG KONG SOCIETY OF MEDICAL PROFESSIONALS LIMITED~香港醫療專業人士協會有限公司(hereinafter called “the Society").
2. The registered office of the Society will be situated in Hong Kong.
3. The objects for which the Society is established are :
(a) To be a political neutral platform for medical professionals in promoting a strong and positive public image in Hong Kong as one of the core groups with civic responsibility striving for a harmonious society
(b) To provide a forum for medical professionals to care for the needy, under-privileged, social deprived and the poor.
(c) To promote, foster, develop and assist medical, nursing and allied health professionals in the study of and the acquisition, dissemination and application of knowledge and information in the field of medicine and health.
(d) To stimulate and build public interest in the importance of attaining a healthy and prosperous society.
(e) To promote fraternity and fellowship among medical professionals.
(t) To act as a consultative organization to various government and non-government bodies in areas of medical and health issues.
(g) To establish a close liaison with medical and health organizations having similar interest and aims in China and other countries.
(h) To promote better opportunity for medical professionals working in China.
4. The subsidiary objects which are subordinate and ancillary to, and intended for carrying out the main objects as set out in the preceding clause are :
(a) To promote and encourage co-operation among individuals and organizations interested in the development of medical professionals.
(b) To promote and extend the interests and influence of all or any organizations concerned with the development of medical professionals; and to speak as required on any subject related to the development of medical professionals.
(c) To raise money by all lawful means and to solicit, receive and enlist financial and other aid from individuals, trusts, companies, corporations, associations, societies, institutions, and other organisations or authorities and from Governments, Departments of State and public bodies and to conduct fund-raising campaigns.
(d) To adopt such means of making known the activities of the Society and whether by publicity and/or educational activities
with its objects as the Society may think fit.
(e) To invest and deal with the moneys of the Society not immediately required, upon such investments and securities and in such manner allowed by law as may from time to time be determined.
(t) To acquire by purchase, lease or otherwise, lands, buildings, tenements or herediraments, and to build and construct buildings, and to maintain the same and to lease or let out buildings. Offices, or premises not immediately required for use by the Society, and to furnish, alter, enlarge, repair, uphold and maintain such buildings and premises, and generally to purchase, take on lease or in exchange, hire or otherwise acquire, property and any rights or privileges which the Society think necessary or covenant for the purposes of the Society.
(g) To grant sell convey assign surrender exchange partition yield up mortgage demise reassign transfer or otherwise dispose of any land buildings messuages tenements mortgages debenture stocks funds shares or securities furniture or any goods and
chattels whatsoever which are for the time being vested in or belonging to the Society upon such terms as the Society may deem fit.
(h) To construct maintain improve alter and develop by demolition and reconstruction all or any part of the property land building or buildings of the Society and to develop and turn to account any land acquired by the Society or in which it is interested and in particular by laying out and preparing the same for building purposes erecting constructing altering pulling down demolishing rebuilding decorating maintaining keeping in repair fitting up and improving any building and by paving draining letting on building lease or building agreement and by advancing money to and entering into contracts and agreement of all kinds with developers land investment companies land mortgage companies banks financiers builders
owners tenants and others.
(i) To borrow or raise any money required for the purposes of the Society upon such securities as may be determined and in such manner as the Society shall think fit.
(j) To enter into any agreement with the Government or authority whether local or otherwise that may seem conducive to the objects of the Society or any of them or to obtain from any such government or authority any rights privileges and concessions which the Society may think desirable to obtain and to carry put exercise and comply with any such arrangements rights and concessions.
(k) To do all such other lawful things as are incidental or conducive to the attainment of the above objects.
*Provided that :-
(i) In case the Society shall take or hold any property which may be subject to any trusts, the Society shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The objects of the Society shall not extend to the regulation of relations between workers and employers or organization of workers and organization of employers.
(iii) The powers set forth in the Seventh Schedule of the Companies Ordinance (cap.32) are hereby excluded.
5. The income and property of the Society, whenever derived, shall be applied solely towards the promotion of the objects of the Society as set forth in the Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Society. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer of servant of the Society or to any member of the Society, in return for any service actually rendered to the Society, nor prevent the payment of interest at a rate per annum not exceeding 2% above the prime rate prescribed for the time being by The Hong Kong and Shanghai Banking Corporation Limited on Hong Kong dollar loans on money lent or reasonable and proper rent for premises demised or let by any member to the Society, but so that no member of the Council or Governing Body of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Society to any member of such Councilor Governing Body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society provided that the provision last aforesaid shall not apply to any payment to any company of which member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
6. The liability of the members is limited.
7. The Society is and shall remain a non-profit and charitable body within the meaning of the word “charitable" under the law in force from time to time.
8.Every member of the Society undertakes to contribute to the assets of the Society, in the event of its being wound up while he is a member, or within one year after he ceased to be a member, for payment of the debts and liabilities of the Society contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one hundred Hong Kong dollars.
9. If upon the winding up or dissolution of the Society there remains, after the satisfaction of its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, 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 Society under and by virtue of Clause 5 thereof, such institution or institutions to be determined by the members of the Council at or before the time ofthe 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 and so far as effect cannot be given to the aforesaid provision then to some charitable object.
10. True accounts shall be kept of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Society, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being in force, shall be open to the inspection of the member. Once at least in every year the accounts of the Society shall be examined, and the correctness ofthe balance sheet ascertained by one or more properly qualified auditor or auditors.
-THE COMPANIES ORDINANCE (CHAPTER 32)
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
HONG KONG SOCIETY OF MEDICAL PROFESSIONALS LIMITED
(a) In these articles, “the Society" means the company registered as “HONG KONG SOCIETY OF MEDICAL PROFESSIONALS LIMITED香港醫療專業人士協會有限公司 (hereinafter called “the Society")
(b) “The Ordinance" means the Companies Ordinance Chapter 32.
(c) “The Executive Committee" means (hereafter called" The Council") the Executive Committee of the Society.
(d) “The Executive Committee Member" means the member of the Executive Committee elected from the Board of Directors in accordance with the provision of Clause 28 of the Article of Society. (hereafter called “Council Member")
(e) “The Election Committee" means the Election Committee of the Society as constituted in accordance with Article 24
(f) “The Directors" mean the members of the Board of Directors of the Society.
(g) “The Chairmen" means the members ofthe Board of Chairman of the Society
(h) “The Supervisory Director" means the Supervisory Director elected by the Board of Chairman.
(i) “The President" means The President of the Society for the time being.
(j) The Vice President" means The Vice President of the Society for the time being.
(k) “The Secretary-General" means The Secretary General of the Society for the time being.
(I) “The Deputy Secretary-General" means The Deputy Secretary General of the Society
for the time being..
(m) “The Treasurer" means The Treasurer of the Society for the time being.
(n) “The Deputy Treasurer" means The Deputy Treasurer of the Society for the time being.
(o) “The Office" means the registered office of the Society.
(p) “The Seal" means The Common Seal of the Society.
(q) “Month" means Calendar month.
(r) “Annual General Meeting" means the yearly general meeting of the members of the Association and also include the First General Meeting of the members of the Society.
(s) “General Meeting" means a General Meeting of the members of the Society whether annual or extraordinary.
(t) “Extraordinary General Meeting" means a General Meeting of the members of the Society other than the Annual General Meeting specially summoned under Article 48..
(u) “Special Resolution" means Special Resolution having the meaning assigned thereto by section 116 of the Companies Ordinance.
(v) “Member" means member of the above named Society.
(w) Words importing masculine gender shall include feminine gender, unless the context otherwise requires.
(x) Words importing the singular number includes the plural number and vice versa.
(y) When any provision of the Ordinance is referred to, the reference is to such provision as modified by any Ordinance for the time being in force.
(z) Unless the context otherwise requires, words or expressions defined 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 the Society.
2. The Society is established for the purposes expressed in the Memorandum of Association. The Application of the powers in the Seventh Schedule to the Ordinance is excluded.
3. For the purpose of registration the number of Members admitted by the Society is declared to be one thousand.
4. The Secretary General shall keep a register of all members of the Society in which will be recorded such particulars as the Council may from time to time prescribe.
5. The members ofthe Society shall be individual and divided into:
(a) Ordinary Members. Any qualified medical practitioner, registered dentist, registered nurse, registered pharmacists, registered allied health practitioner, registered medical social worker and other registered medical professional residing in Hong Kong.
(b) Any person, local or overseas with an interest in the field of medicine and health, proposed by ordinary member and passed in a council meeting shall become an associate member. Such members are entitled to all rights/benefits of the Society except the power of voting and holding office as Directors.Associate Members.
6. Every candidate for membership of the Society shall be proposed by ordinary members of the Society. Application for admission must be made in writing signed by the candidate, the proposer and addressed to the Secretary General and shall be in such form as the Council shall decide from time to time. Such application shall be considered by the Council which may approve or reject the same without assigning any reason thereof. Upon such application being approved by the Council and upon payment of the fees and subscriptions the applicant shall become a Member.
7. The subscribers to the Memorandum of Association of the Society shall become Members on the incorporation of the association.
(a) The admission fee for an Ordinary Member is HK$300.00 and an Associate member
is HK$100.00. The amount of annual fee of each term shall be decided from time to
time by the Council.
9. If any member should fail to pay his annual subscription or other sums which may be due from him to the Society for a period of six months after the same has become due notice shall be sent to him calling his attention thereto and if he does not pay the account within one month following he shall cease to be a member of the Society. But if at any time he shall give to the Secretary General a satisfactory explanation he may at the discretion of Council and upon payment of arrears be readmitted into membership.
10. A member may resign by giving one month’s notice in writing to the Secretary General of his intention so to do and upon the expiration of the notice he shall cease to be a member. He shall be liable for the payment of subscription for the current year in which he resigns.
11. When a member ceases to be a member of the Society either by resignation or otherwise, the Society shall not return any subscription paid by such member before he ceases to be a member.
12. A member of the society is entitled to vote at election of Director and to be elected as a Director.
DISQUALIFICATION OF MEMBER
13. Any Member (include members of the Board of Directors) violates any of these Articles or Bye-laws of the Society or if the Member’s conduct is such likely to be injurious to the interests of the Society, or who shall become bankrupt, or who shall become of unsound mind shall be expelled from the Society upon a resolution passed byatleast3/4ofthose present atthe meeting ofthe BoardofDirectors.
14. A Member who has had his membership terminated by the Board of Directors may within 7 days after notice of such termination appeal to the Board of Chairman. The decision ofthe Board of Chairman is final and conclusive.
THE DIRECTORS AND THE EXECUTIVE COMMITTEE
15. The affairs of the Society shall be managed by the Directors which shall be the governing body of the Society. If not contrary to or inconsistent with the provisions of the Memorandum and Articles of Association, the Directors shall have the authority to do all such acts as may appear to it to be necessary or desirable for the purpose of carrying the objects of the society.
16. The number of Directors shall not be less than ten persons and shall not be more than one hundred.
17. The Board shall meet at least two times annually.
18. Executive Committee Members shall comprise not less than ten and no more than fifty of the followings:
(a) the President.
(b) the 1st Vice President and 2nd Vice President.
(c) the Secretary General.
(d) not more than three Deputy Secretary Generals.
(e) the Treasurer.
(f) the Deputy Treasurer.
(g) at least one other Executive Member.
(h) the Supervisory Director.
(i) the ex-officio Director19. The number of Directors and Executive Committee members shall be decided by the Election Committee.
20. Subject to Article 16 the Council may co-opt any directors to be an Executive Committee Member.
21. Each term of office of a Director and Executive Committee Member shall be for two
years and that Directors and council members are eligible for re-election upon
expiration of the term.
22. A member of the Council shall vacate office:
(a) if he ceases to be a member of the Society for any reason.
(b) if he shall be absent without leave for 3 consecutive council meetings.
ELECTION OF DIRECTORS AND EXECUTIVE COMMITTEE MEMBERS
23. The fITst Directors of the Society shall be nominated in writing by the subscribers to the Memorandum and Articles of Association. Thereafter Directors shall be elected by members of the society present in person every two years.
24. One month before the Annual General Meeting for election of Directors, not less than five and not more than ten executive committee members of the current term shall be appointed by the council to form the Election Committee. The Election Committee shall have full power to prescribe the election rules, procedures and to deal with and determine all matters relating to the election.
25. Each Member shall be entitled to one vote to elect the Director.
26. Every member who has nominated by at least three directors and three ordinary members may become a candidate of election.
27. The voting process shall be supervised by two members of the Society present in person who shall also be Election Committee Members.
28. The Directors shall elect among themselves the Executive Committee Members. The Council shall then elect among themselves one President, two Vice Presidents, one Treasurer and one Deputy Treasurer.
29. The Council shall through the nomination of the President elect the Secretary General, the Deputy Secretary General and the convener ofthe various subcommittees.
30. Council Member shall be elected by the Directors attending the meeting for the election by simple majority. In the event of an equality of vote, a second election will be conducted immediately. Ifthere is still a tie in votes again, the decision shall be made by drawing lots.
31. The Board of Directors may invite a person of distinction residents in Hong Kong as Honorary Patron of the Society.
EMERITUS CHAIRMAN, HONORARY CHAIRMAN, HONORARY CONSULTANT, HONORARY ADVISERS AND HONORARY DIRECTORS.
32. The Council may invite persons of high standing both local and overseas or who have made significant contribution to the Society to be nominated as Emeritus Chairman, Honorary Chairman, Emeritus Advisers, Honorary Advisers and Honorary Directors of the Society. The nominees shall be passed in a Board meeting and subsequently endorsed in the minutes of the Annual General Meeting. The Emeritus Chairman, Honorary Chairman, Emeritus Advisers, Honorary Advisors and Honorary Director shall be entitled to attend meetings of the Board of Directors, take part in the discussions, but shall not have the right to vote. Each person can only hold one honorary position at any time.
33.The amount of donation required to be contributed by each of the Emeritus or Honorary officers shall be decided by the Council
THE BOARD OF CHAIRMAN.
34. The Council may invite persons of high standing in Hong Kong or who have made significant contribution to the Society to be nominated as Chairman ofthe Society.
35. The first members of the Board of Chairman shall be nominated by the Subscribers to the Articles of Association.
36. To consider the appeal lodged by the members.
37. The Board of Chairman shall be entitled to attend any meeting of the Board of Directors and to vote there at.
38. Members of the Board of Chairman shall receive no remuneration, salary, allowance, profits, interest, payment in kind or advantage in whatever manner, save and except for the reimbursement of disbursement or out-of-pocket expenses that may be incurred by them in connection with the Society.
39. The Supervisory Director is elected among members of the Board of Chairman to supervise the duty of the Council and in the event that the President resigns, become insane, bankrupt or otherwise incapable to carry out the duties as the President of the council; he can convene a Board of Directors meeting to consider the same. He can also exercise this power if 30%of the voting members or more than 50% of the members of the Board request the holding of the general meeting of the members. The term of the Supervisory Director is 2 years.
40. The Supervisory Director is automatically a council member without election.
41. The President may at the end of the term be nominated by the Council as Chairman of the Society. The nominees shall be passed in a Board meeting and subsequently endorsed in the minutes ofthe Annual General Meeting.
DUTIES OF EXECUTIVE COMMITTEE MEMBERS
42. The Executive Committee shall:
(a) To be able to delegate specific of its powers to sub-committees consisting of members of the Society. All sub-committees shall be chaired by Directors of the Society.
(b) Have the power to fill casual vacancies occurring among the members of the Council until the next General Meeting.
(c) To hold not less than 4 meetings each year or at any time when the President considers it is necessary to do so. A quorum of the meeting shall be at least 5 council members.
(d) The President or in his absence the Vice-President or in the absence of them a person elected by the meeting shall preside. The Chairman of the meeting shall have one casting vote when a majority cannot be reached for a voting session.
(e) Cause minutes to be made in books provided for the purpose of
(1) all appointments of officers made by the Council
(2) the names ofthe council members present at each meeting;
(3) all resolutions and proceedings at all meetings of the Society, and of Executive committees, and every member of the council shall sign his name in a book to be kept for that purpose
(f) To implement the resolutions passed by the General and Extraordinary General Meetings.
(g) To prepare the budget.
(h) To attend to the daily affairs of the Society.
(i) To decide on the employment, discharge, and salaries of the Employees.
(j) To make recommendations to the General Meeting
(a) The President shall represent the Society, direct the various officers in their work, take overall charge of the work of the Council and preside over all the meetings.
(b) The Vice-Presidents shall assist the President in his work and shall act for him when he is absent, on leave or has vacated his office.
(c) The Secretary General shall attend to all the secretarial work, keep the seals and documents under safe custody, compile the agenda and record the minutes of meetings. He shall keep the Register of Members of the society, conduct the correspondence of the Society, co-ordinate the work of different subcommittees and promote the affairs of the Society. He shall give notice of all meetings of the Executive Committee and General Meeting of the Society.
(d) The Deputy Secretary General shall assist the Secretary General in the performance of his duty prescribed in Article 43(c).
(e) The Treasurer shall take charge of the financial matters of the Society. He shall compile the montWy statement of accounts to the Executive Committee for inspection and approval. He shall direct the collection of subscription. He shall also compile the annual statement of accounts which shall be submitted to the Auditor for audit within a reasonable time before the General Meeting to which it shall be presented for adoption. Valid cheques of the Society shall be signed by any two of the Executive Committee members. Apart from the recurrent expenditure, monthly extraordinary expenses totalling less than $5,000.00.may be authorized by the President, but if the sum exceeds $5,000.00, approval from the Executive Committee shall be obtained before the money may be used.
(f) The Deputy Treasurer shall assist the Treasurer in the performance of his duty prescribed in Article 43(e).
44. The General Meeting of the Society shall be held at such time not being more than 6 months after the incorporation ofthe Society, and at such place as the Board shall decide.
45. The Annual General Meeting shall be held once in every calendar year at such time (not being more than fifteen months after holding of the last preceding Annual General Meeting) and place as may be appointed by the Board.
46. The above General Meeting shall be called “Annual General Meeting", all other General Meetings shall be called “Extraordinary General Meetings".
47. The business of the Annual General Meeting shall include:
(i) adoption ofthe minutes ofthe previous meeting
(ii) report ofthe President
(iii) presentation ofthe audited account for the year by the Treasurer
(iv) appointment of Auditors for the ensuring year
(v) any other business
48. An Extraordinary General Meeting shall be convened by a requisition of members representing not less than 1/20 of the total voting strengths of all of the members having a right to vote on the day upon which the meeting is convened or whenever the Council thinks fit. The Council shall take steps to this end within 7 days of the Secretary General receiving the requisition and send a notice to members at least 14 days before the EGM. The requisition shall clearly set out the object of the proposed meeting which shall be held within 28 days of receiving the requisition. If the Council fails to take the necessary action within the prescribed time, the requisitions may themselves convoke a meeting and for this purpose shall have access to such records of the Society as will enable them to convoke the meeting.
NOTICE OF GENERAL MEETINGS
49. In case of annual general meeting and a meeting to pass a special resolution, 21 days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Society in general meeting, to such persons as are, under the regulations ofthe Society, entitled to receive notices of the Society; but, with the consent of all the members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit, in the case of other general meetings, 14 days’ notice shall be given.
50. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
51. All business shall be deemed special that is transacted at any extraordinary meeting and all that is transacted at an annual meeting, with the exception of the consideration of the accounts, balance sheets and the reports of the Council and Auditors, the election of the Directors in place ofthose retiring, and the fixing ofthe remuneration ofthe Auditors. 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. Save as herein otherwise provided, 20 members present in person shall be a quorum
52. 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, and if at the adjourned meeting a quorum is not present within half an hour form the time appointed for the meeting the members present shall be quorum.
53. The President or failing him one of the Vice Presidents shall preside as chairman at every general meeting of the Society.
54. If neither the President nor any of the Vice Presidents is present within twenty minutes after the time appointed for holding the meeting, the members of the Society present shall choose one ofthe members ofthe Executive Committee to act as chairman.
55. The chairman may, with the consent of any meeting at which a quorum is present (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 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 given any notice of an adjournment or of the business to be transacted at adjourned meeting.
56. If at any meeting no Executive Committee member is willing to act as chairman or if no such member is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one oftheir numbers to be chairman ofthe meeting.
57. At any general meeting a resolution put on 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 at least two members present in person and entitled to vote and, unless a poll is 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, any entry to that effect in the book of the proceedings of the Society, 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.
58. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the results of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
59. If 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.
60. A poll demanded on the election of Directors 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 chairman of the meeting directs.
61.A majority of those present at the meeting shall be sufficient for the passing of any resolution submitted to a General Meeting; save that in the case of a resolution seeking to amend the Constitution or dissolve the Society, a three-fourths majority shall be required. For the avoidance of the doubt, a three-fourths majority shall also be required for any special resolution.
62. Save as hereinafter provided every member shall have one vote.
COMMON SEAL OF THE SOCIETY
63.The Council shall provide for the safe custody of the seal of the Society which shall not be affixed to any instrument except by the authority of a resolution of the Council.
64. The Common Seal will not be affixed to any instrument except by the authority of a resolution of the council and in the presence of the President and the Secretary General or two other members of the Council or by such other person or persons as the Executive Committee shall from time to time appoint for that purpose. Also, anyone of the above persons shall sign every instrument to which the Common Seal is affixed.
65.The Council shall cause proper books of account to be kept:
(a) of the sums of money received and expended by the Society and the matters In respect of which such receipts and expenditure take place;
(b) of the assets and liabilities of the Society; and
(c) ofall other matters necessary for showing the true state and conditions ofthe Society.
66. The books of account shall be kept by the Treasurer at the registered office of the Society or at such other place or places as the Council think fit, and shall always be open to the inspection of the members of the Council. The Council shall from time to time determine to what extent, and at what times and places, and under what conditions or regulations, the accounts and books of the Society or any of them, shall be open to the inspection of members; and no member save and except members of the Council shall have any right of inspecting any account or book of the Society except as conferred by the Ordinance or authorized by the Council or by a resolution of the Society in general meeting.
67. The Council may from time to time in accordance with Section 122 of the Ordinance, cause to be prepared and to be laid before the Society in general meeting such income and expenditure accounts, balance sheets and reports as are referred to in that section.
68. A copy of every balance sheet (including every document required by law to be annexed
thereto) which is to be laid before the Society in general meeting together with a copy of the auditors’ report shall not be less than 21 days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the Society.
69. Auditors shall be appointed and their duties regulated in accordance with sections 131, 140, l40A, l40B and 141 of the Ordinance.
70. Every account of the Executive committee 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.
71. A notice may be given by the Society to any member either personally or by sending it by post to his registered address or electronically to his registered e-mail address.
72. Where a notice is sent by post service of the notice shall be deemed to be effected
by properly addressing prepaying and posting a letter containing the notice.
73. Notice of every general meeting shall be given in the same manner hereinbefore authorized to every member except those members who (having no registered address within Hong Kong) have not supplied to the Society an address within Hong Kong for the giving of notices to them and the auditors for the time being of the meeting. No other person shall be entitled to receive notices of general meetings.
74. The provisions of Clause 9 of the Memorandum of Association relating to the winding up or dissolution of the Society shall have effect and be observed as if the same were repeated in these Articles.
75. The Executive Committee members, agent and officers for the time being of the Society shall be indemnified out of the assets of the Society against any liability incurred by him in relation to the Society in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 358 ofthe Ordinance in which relief is granted to him by the court.
POWER OF INTERPRETATION
76. The power of interpretation of the Memorandum of Association and Articles of Association of the Society shall be vested in the Council.