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The Companies Ordinance (Chapter 32), a Company Limited by Guarantee and not having any Share Capital
Articles of Association of China Amateur Radio Study Club Limited
Preliminary
- In these Articles, unless there is something in the subject or context inconsistent therewith, the interpretation shall be as follows:
- "The Club" means China Amateur Radio Study Club Limited (中華業餘無線電研究會有限公司).
- "The Ordinance" means the Companies Ordinance, Chapter 32.
- "Member" means a member of the Club.
- "Council of Directors" means the Directors of the Club for the time being.
- "Executive Directors" means those Directors elected to serve as Chairman, Vice-chairman, Head of General Affairs Section, Head of Research Section, Head of Finance Section and Head of Social Section.
- "Chairman" means the Chairman of the Council of Directors of the Club for the time being.
- "Vice-chairman" means the Vice-chairman of the Council of Directors of the Club for the time being.
- "General Meeting" has the meaning assigned to it by the Ordinance.
- "Extraordinary General Meeting" has the meaning assigned to it by the Ordinance.
- "Special Resolution" and "Extraordinary Resolution" have the meanings assigned to them respectively by the Ordinance.
- "The Registered Office" means the Registered Office for the time being of the Club.
- "Seal" means the Common Seal of the Club.
- "In writing" or "Written" shall include handwritten, printed, lithographed, typewritten or partly one and partly another.
Membership
- The number of members with which the Club proposes to be registered is unlimited.
- The following persons shall be entitled to be Members of the Club, viz:
- The subscribers to the Memorandum of Association, and every person who was at the date of incorporation of the Club a member of the unincorporated body known as The China Amateur Radio Study Club, Hong Kong referred to in paragraph 3 of the Memorandum of Association.
- All such persons interested in the technology field concerning radio, electronic and computer as shall have been elected or admitted to be members by The Council of Directors in accordance with the Articles hereinafter contained and paid the prescribed fees.
- Any one who wishes to apply for membership shall sign and deliver to the Council of Directors an application which must be countersigned by a member proposing him and he shall be admitted or rejected by the Council of Directors after having considered his application.
- The Annual Membership subscription is HK$100.00. Annual subscriptions shall be paid every year in advance and is due on 1st January.
- Any member who, with the approval of the Council of Directors, has made a donation to the Club as listed below shall be exempted from payment of the annual subscription and shall be conferred with the following titles according to the amount donated by him:
- Members donating a sum of HK$1,000.00 or members as recommended by the Council of Directors shall be conferred with the title of "Life Member".
- Members or any person with good social standing as recommended by members donating a sum of HK$5,000.00 or members is recommended by the Council of Directors shall be conferred with the title of "Honorary Life Director".
- Members or any person with good social standing as recommended by members donating a sum of HK$10,000.00 or members is recommended by the Council of Directors shall be conferred with the title of "Honorary Life Chairman".
- Each member shall
- have a right to elect and to be elected a Director as herein provided.
- have the right to attend General Meetings and make proposals and vote thereat.
- enjoy any right and benefit of the club.
- Each member shall be bound to adhere to these Articles and any Resolutions to protect the reputation of the Club and to pay his necessary subscription, and in the event of failure to pay the subscription within three months after notice has been given, the defaulting member's privilege enjoying the right and benefit of the Club shall forthwith cease.
- Any member who acts in a way that is prejudicial to or jeopardizes the interest of the Club shall be liable to be expelled from the Club after due investigation by the Council of Directors and proof to their satisfaction being offered, provided that the member shall have 7 days' notice of the proposed expulsion and be entitled to make personal representation before the Council of Directors Meeting in which decision regarding the proposed expulsion is to be taken or to given in writing an explanation or defence which he may think fit. It shall be necessary for the Club to assign in writing a reason or reasons for such expulsion to the member concerned.
- Any member who shall, though whatever cause, cease to be a member, shall nevertheless remain liable for payment to the Club of all moneys which at the time of his ceasing to be a member are due from him to the Club, and no subscription or donation or any part or portion thereof shall be returned to him in any event.
General Meetings
- The first General Meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Club, and at such place, as the Council of Directors may determine.
- A General Meeting shall be held once in every calendar year at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as may be prescribed by the Club in General Meeting, or at such time and place as may be appointed by the Council of Directors.
- The above mentioned General Meetings shall be called Ordinary General Meetings; all other General Meetings shall be called Extraordinary General Meetings.
- Any six Director may, whatever they think fit, convene an Extraordinary General Meeting, and Extra-ordinary General Meetings shall also be convened on such requisition, or by the written request of at lease 50% of the total members, or, in default, may be convened by such requisitionists as provided by Section 113 of the Ordinance.
Notice of General Meetings
- Subject to Articles hereof and to the provisions of Section 116(2) of the Ordinance relating to special resolutions, seven days' notice at the least (exclusive of the day on which the notice is served or deemed to be 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 Club in General Meeting, to such persons as are, under the regulations of the Club entitled to receive such notices from the Club 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.
- 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 that meeting.
- Regarding the calling of Ordinary General Meeting, 14 days' previous 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 accompanying the Balance Sheet together with the accompanying documents, the report of the Auditors, the documents for the election of the Directors if applicable and all other reports shall be sent by post to those who have the right to attend the meeting.
- A notice to a member may be made either (1) personally, or (2) by post to the address registered with the Club, and such notice shall be considered as served 24 hours after its being posted, or (3) by advertisements in at least two of the Chinese newspapers circulating in Hong Kong (having been duly approved by the Hong Kong Government for the publication of any notice under Fraudulent Transfer of business) and such notice shall be considered to be served the date of the publication thereof.
Proceedings at General Meetings
- All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Ordinary General Meeting, with the exception of the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors and the appointment and fixing of the remuneration of the 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, the quorum for an Ordinary General Meeting and a Meeting of the Council of Directors shall be as follows:
- Ordinary General Meeting - 30 members present.
- Meeting of Council of Directors - 6 members present.
- The quorum for any Extraordinary General Meeting shall be as follows:
- Extraordinary General Meeting convened by Directors - 50 members present.
- Extraordinary General Meeting convened upon requisition of members - 50% of total members present, or in case that the meeting is convened under Section 113 of the Ordinance, the number of such requisitionists as provided by the said section.
- If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
- The Chairman of the Council of Directors shall preside as Chairman at every General Meeting of the Club. If there is no such Chairman, of if he is not present or is unwilling to act as Chairman the Vice-chairman of the Council shall preside but if such Vice-chairman also is not present or unwilling to act as Chairman, the Directors present shall choose one of their number to be Chairman.
- After a General Meeting has lasted for two hours, the Chairman may with the consent of 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 adkournment 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 give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
- At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hand) demanded by at least one member present in person or by proxy 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, and an entry to that effect in the book of the proceedings of the Club, 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.
- If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
- In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. If disorder results in any meeting, the Chairman may adjourn the meeting for 15 minutes and if such disorder continues after the adjournment, the Chairman may dissolve the meeting.
Votes of Members and Procedures
- Every member shall have one vote.
- No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Club have been paid.
- On a poll votes may be given either personally or by proxy.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing. A proxy should be a member of the Club.
- The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Club not less than forty-eight 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.
- An instrument appointing a proxy may be in the following form, or any other form which the Council of Directors shall approve:
[Form omitted] - The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
Council of Directors and Their Powers and Duties
- The management of business and affairs of the Club including its moneys and properties shall be vested in the Directors who in addition to the powers and authorities by these Articles expressly conferred upon them may exercise all such powers and do all such acts and things as may be exercised and done by the Club and are not by the Articles or by the Ordinance expressly directed or required to be exercised and done by the Club in General Meeting. No alteration or amendment to the Articles of Association shall invalidate any prior act of the Council of Directors which would have been valid if that alteration or amendment has not been made.
- The Council of Directors shall consist of eleven Directors elected by and from amongst the member of the Club at the General Meeting. 6 Executive Directors shall be chosen by and from amongst the members of the Council.
- The first Council of Directors shall be determined by the Subscribers to the Memorandum of Association.
- The term of office of Directors shall be 2 years but shall be eligible for re-election. In case of any vacancy of Directors during the terms, such vacancy or vacancies shall be filled up by the Council of Directors, but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.
- A member is not eligible for election as Directors unless he has become a member for two full years at least.
- The Executive Directors shall from among themselves appoint a Chairman, a Vice-chairman, Head of General Affairs Section, Head of Research Section, Head of Finance Section and Head of Social Affairs Section.
- The Council of Directors may appoint any committee or sub-committees and decide on their respective activities and scope of authority. The composition and powers of any such committee can be varied or withdrawn in part or wholly at the discretion of the Council of Directors.
- The Council of Directors may invite any person as Advisors with the title of Honorary Members as the Council considers expeditent.
- The Chairman of the Council of Directors shall act as the representative of the Club in all its internal and external affairs and shall carry into effect all resolutions duly passed.
- The Vice-chairman shall assist the Chairman in the despatch of all business and affairs of the Club and deputise for him in his absence.
- The Head of the General Affairs Section shall be responsible for putting into effect all the decisions and policies of the Council of Directors and of the Executive Directors, and generally to supervise internal affairs and safe keeping of all statutory records of the club.
- The Head of the Research Section shall be responsible for research and study activities, acquisition of the necessary apparatus and equipment, conducting of all training courses and seminars.
- The Head of Finance Secton shall be responsible for all receipts and payments together with all financial matters. Monies in hand in excess of HK$1,000.00 at any time must be immediately deposited into the Club's banking account.
- The Head of Social Affairs Section shall be responsible for organising all social functions and activities.
- All documents and letters to outsiders shall be signed by the Chairman or by any person so authorised by the Council, and all communications and documents relating to the internal affairs of the Club shall be signed by the Head of the General Affairs Section or by any other person so authorised by him.
- The office of a Director shall ipso facto be vacated:
- if he becomes bankrupt or suspends payments or compounds with his creditors;
- if he becomes prohibited from being a Director by virtue of any order made under Section 208 or 260 of the Companies Ordinance;
- if he is found guilty of any criminal offence other than traffic offences;
- if his appointment is terminated by a resolution of any General Meeting;
- if he is absent from Directors Meeting for more than 3 consecutive times and without an explanation to the satisfaction of the Council of Directors.
Proceedings of Directors
- The Directors shall cause minutes to be made in books provided for the purposes:
- of all appointments of officers made by the Directors;
- of the names of the Directors present at each meeting of the Directors;
- of all resolutions and proceedings at all meetings of the Club, and of the Directors; and every Directors present at any meeting of Directors shall sign his name in a book to be kept for that purpose.
- The Directors, may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.
- The Council of Directors shall hold meetings at least once every three months. The Chairman may at any time summon a meeting of the Directors.
- The continuing Directors may act notwithstanding any vacancy in that body, but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Club as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Club, but for no other purpose.
- All acts done by any meeting of the Directors or of the Council of Directors, or by any person acting as a Director, shall, notwithstanding that is be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, ot that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
The Seal
- The Seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Council of Directors. Every instrument to which the Seal of the Club is so affixed, shall be signed by the Chairman or Vice-chairman and countersigned by one of the Executive Directors, or alternatively by such persons as may be appointed by the Directors.
Management of Money and Property
- All moneys of the Club shall be deposited in such bank or banks as directed by the Council of Directors and accounts in respect of dealing with such bank or banks shall be kept for the purpose of auditing. All cheques shall be signed by the Chairman, or Vice-chairman or Head of the General Affairs Section or alternatively by such persons as may be appointed by the Council of Directors. The monthly accounts of the Club shall be submitted to the Council of Directors, and the annual balance sheet shall not be submitted to the General Meeting unless it has been audited by an auditor appointed by the Club in General Meeting.
- Any payment in excess of HK$10,000.00 not being within the budget of the current year, must have the prior approval of the Council of Directors.
- If any loss should be unexpectedly sustained in the exercise of the powers given them to deal with the assets of the Club, the Directors, if they had acted in good faith and had exercised reasonable care, shall not be responsible thereof.
Accounts
- The Directors shall cause proper books to be kept with respect to all sums of money received and expended by the Club and the matters in respect of which such receipts and expenditures take place and the assets and liabilities of the Club.
- The books of account shall be kept at the registered office of the Club, or at such other place or places as the Council of Directors shall think fit and shall be open to inspection by any Directors.
- The Council of Directors may from time to time determine at what times and places and under what conditions or regulations, the accounts and books of the Club or any of them shall be open to the inspection of the members of the Club and no member (not being a member of the Council of Directors) shall have any right of inspecting conferred by statute or by the Memorandum of Association or authorized by the Council of Directors or by the Club in General Meeting.
- A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Club in General Meeting together with a copy of the Auditor's report shall, not less than 14 days before the date of the meeting, be sent to all persons entitled to receive notices to General Meetings of the Club.
Audit
- Auditors shall appointed and their duties regulated in accordance with the provisions of the Ordinance.
Winding Up
- The provisions of Clause 7 of the Memorandum of Association relating to the winding-up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles.
By-laws
- The Council of Directors shall, subject to the provisions of the Ordinance and of these presents and to any regulation from time to time made by the Club in General Meeting (but not so as to under invalid any prior act of the Council of Directors which would have been valid if such regulation had not been made) to make by-laws for the regulation of the Club and its affairs.
Name, Addresses and Descriptions of Subscribers:
(Sd.) Tam Bing Woon (譚炳桓）
[Personal details omitted]
(Sd.) Lau Kwan Ming (劉錕明)
[Personal details omitted]
(Sd.) Chow Tak Kwong (周德光)
[Personal details omitted]
(Sd.) Lau Ho (劉浩)
[Personal details omitted]
(Sd.) Wong Man Ho (黃萬豪)
[Personal details omitted]
(Sd.) Lau Yiu Kit (劉耀傑)
[Personal details omitted]
(Sd.) Chan Kit Hin (陳杰憲)
[Personal details omitted]
(Sd.) Tang Wai Ping (鄧維炳)
[Personal details omitted]
(Sd.) Lok Ho Kwan (駱浩鈞)
[Personal details omitted]
(Sd.) Ho Tak Ming (何滌明)
[Personal details omitted]
(Sd.) To Kee Fung (杜其鋒)
[Personal details omitted]
Dated the 18th day of December, 1984. Witness to the above signatures:
(Sd.) C. T. Chan
Solicitor
9th floor, United Chinese Bank Building, 31-37 Des Voeux Road, Central, Hong Kong Island, Hong Kong