MEMORANDUM
	AND
	ARTICLES OF ASSOCIATION
	OF
	H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION
	SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED
	港九街坊婦女會孫方中書院家長教師會有限公司
	_____________________________
	Incorporated the      day of           , 2007
	_____________________________
	HONG KONG

************************************* ********************************************************** H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司
File No. 1151739
THE COMPANIES ORDINANCE (CHAPTER 622) ______________________________
SPECIAL RESOLUTION OF H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司 ______________________________      
Passed on the 15th day of July, 2019
 At an Extraordinary General Meeting of the Members of the Association duly convened and held at 4643 Tai Po Road, Tai Po Kau, Tai Po, N.T. on 15th July, 2019 the following resolution was duly passed as a Special Resolution: “THAT the Articles of Association be altered in the following manner: (1) The existing Articles 7.1, 7.2, 7.3, 7.4, 7.5 be deleted in its entirety and be replaced by the following as new Articles 7.1, 7.2, 7.3:  7.1 All members shall pay the membership subscription fee of HK$40.00 annually (except for the Deserved Members who shall no need to pay for the subscription).  Any amendment of annual subscription fee shall be reviewed and passed by the Annual General Meeting.    7.2 All members shall pay the membership subscription fee annually on a family basis.  7.3 All members who fails to pay the annual subscription fee to the Association due to economic difficulties or any other particular reason, can apply for an exemption of payment or an extension of time to pay in writing. (2) By deleting Articles 5, 6.  (3) That Articles No.7 to 10 (both articles inclusive) be re-numbered consecutively as Articles No.5 to 8 (both articles inclusive). (4) By deleting Article 11.  (5) That Articles No.12 to 43 (both articles inclusive) be re-numbered consecutively as Articles No.9 to 40 (both articles inclusive)”
 (Sd.) CHIU SAU YEE, AUDREY
 CHIU SAU YEE, AUDREY CHAIRMAN
C.I. No. 1151739
THE COMPANIES ORDINANCE (Chapter 32) ______________________________
SPECIAL RESOLUTIONS
OF
H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED
______________________________      
Passed on the 11th day of November, 2009
______________________________
At an Extraordinary General Meeting of the Members of the above-named Company duly convened and held at 4643 Tai Po Road, Tai Po Kau, Tai Po, Kowloon on 11 November 2009, the following Special Resolution was duly passed:
“THAT the Memorandum and Articles of Association of the Association be altered in the following manner:
1. By replacing the word “distinguish” by “distinguishing” in Clause 3.2 in the Memorandum of Association.
2. By replacing “The Association is also:” by “For the advancement of education, the Association is also:” in Clause 3.3 in the Memorandum of Association.
3. By inserting “non-profit making” before the word “pastoral” in sub-clause (ii) of Clause 3.3 in the Memorandum of Association.
4. By replacing the phrase “appropriated activities” by “appropriate activities” in subclause (iii) of Clause 3.3 in the Memorandum of Association.
5. By capitalize the word “governing body” in Clause 4.1 to 4.6 in the Memorandum of Association.
6. By inserting the following clause after in Clause 4.6 in the Memorandum of Association.
 4.7 “The powers set forth in the Seventh Schedule to the Companies Ordinance (Cap. 32) are hereby excluded.”
7. By  replacing  the  headline  “Purposes”  by  “Objects”  after  Article  1  in  the  Articles of  Association.
8. By replacing the word “purposes” by “objects” in Article 2 in the Articles of Association.
9. By inserting “not more than” before the word “1,000” in Article 3 in the Articles of Association.
10. By replacing the phrase “such delivery shall have been affected” by “such delivery shall have been effected” in Article 21.10 in the Articles of Association.
11. By replacing the word “business” by “operation” in line 1 of Article 23 and in line 3 of Article 40.1 in the Articles of Association.
12. By replacing the word “purposes” by “objects” in line 2 of Article no. 40.1 in the Articles of Association.
13. By replacing the phrase “and address” by “an address” in Article 42.2(a) in the Articles of Association.
 (Sd.) Wan Tsz Kwong, Stanley
 Chairman
No.    1151739 編號
[COPY] 副 本 COMPANIES ORDINANCE (CHAPTER 32) 香 港 法 例 第 32 章 公  司  條  例
CERTIFICATE OF INCORPORATION 公  司  註  冊  證  書
* * * I hereby certify that 本 人 謹 此 證 明
is this day incorporated in Hong Kong under the Companies Ordinance, 於 本 日 在 香 港 依 據 公 司 條 例 註 冊 成 為
and that this company is limited. 有   限   公   司  。
 Issued by the undersigned on 20 July 2007.   本 證 書 於 二  ○  ○  七 年 七 月 二  十 日 簽 發 。
 (Sd.) Miss Nancy O. S. YAU ................................................................ for Registrar of Companies Hong Kong 香港公司註冊處處長 ( 公司註冊主任 邱愛琛 代行 )
H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司
—  1  —
The Companies Ordinance (Chapter 32) _______________ Company Limited by Guarantee and not having a Share Capital _______________
MEMORANDUM OF ASSOCIATION (As amended by Special Resolutions passed on 11 November 2009)
OF
___________________
H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司
Name
1. The name of the Company is “H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司” (hereinafter called “the Association”).
Registered Office
2. The registered office of the Association will be situated in Hong Kong.
Objects
3. The objects for which the Association is established are:
 3.1 To promote the communications and connections between the teachers and the parents of the H.K. & Kln. Kaifong Women’s Association Sun Fong Chung College (hereinafter called “the College”), the College and the community with a view to develop the quality education for the families and the College.
 3.2 To establish the abilities of the children of distinguishing between right and wrong; creating the correct set of value, building up strong leadership character who shall love their life, willing to assume responsibility and voluntary support for the community.
 3.3 For the advancement of education, the Association is also:
  i. To advance the connections to exchange of experiences between parents; and assist the children to improve the education standard and establish their superior character.
  ii. To arrange non-profit making pastoral activities for the children and parents in respect of acquire the abilities of good communications skills for both directions.
  iii. To  encourage  and  assist  the  children  and  the  parents  to  join  appropriate  activities  for  their comprehension to the College, to establish a sense of belonging with the College.
No Distribution of Profit
4.1 The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects of the Association as set out in this Memorandum of Association.
—  2  —
4.2 Subject to clauses (4.4) and (4.5) below, no portion of the income and property of the Association shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Association.
4.3 No member of the Council of Management or Governing Body of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in clause (4.5) below) shall be given by the Association to any member of the Council of Management or Governing Body.
4.4 Nothing herein shall prevent the payment, in good faith, by the Association of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association not being a member of the Council of Management or Governing Body of the Association in return for any services actually rendered to the Association.
4.5 Nothing herein shall prevent the payment, in good faith, by the Association:
 i. to any member of its Council of Management or Governing Body of out-of-pocket expenses;
 ii. of interest on money lent by any member of the Association 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;
 iii. of reasonable and proper rent for premises demised or let by any member of the Association or of its Council of Management or Governing Body; and
 iv. of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Association or of its Council of Management or Governing Body is 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.
4.6 No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with clauses (4.4) and (4.5) above.
4.7    The powers set forth in the Seventh Schedule to the Companies Ordinance (Cap. 32) are hereby excluded.
Limited Liability
5. The liability of the members of the Association is limited.
Contribution of Members
6. Every member of the Association undertakes to contribute to the assets of the Association 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 Association contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding HK$1.00.
Winding Up
7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, this shall not be paid to or distributed among the members of the Association; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, 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 Association under or by virtue of clause 4 above, such institution or institutions to be determined by the members of the Association at or before the time of dissolution and in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds and, if this provision cannot be effected, then to some charitable object.
—  3  —
Names, Addresses and Descriptions of Subscribers                                          Signatures
1. Name: HA Chin Pang 夏展鵬 (Sd.) HA Chin Pang   Address: G/F, 51 Tung Tsz Village,   Tung Tsz Road, Tai Po,   New Territories, Hong Kong. Occupation: Assistant Unit Manager
2. Name: WAN Tsz Kwong Stanley 溫子光 (Sd.) WAN Tsz Kwong Stanley Address: 58, G/F, San Tong Tsuen,                          Lam Tsuen, Tai Po, New Territories,                           Hong Kong. Occupation: Service Co-ordinator
3. Name: LAM Wai Mei Fionly 林惠媚 (Sd.) LAM Wai Mei Fionly Address: 4643, Tai Po Road, Tai Po Kau,                          Tai Po, New Territories,                          Hong Kong. Occupation: Teacher
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.
Dated this 26th day of May, 2007. Witness to the above signatures:
(Sd.) Tang Piu Hung Certified Public Accountant 3rd Floor, Rammon House, 101 Sai Yeung Choi Street South, Kowloon.
—  4  —
Interpretation
1. In these Articles, unless there is something in the context inconsistent therewith:
 “The Association” means H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司 .
 “Councillor” means any person for the time being appointed as a member of the Council of Management of the Association.
 “Month” and “Year” respectively means calendar month and calendar year.
 “Ordinance” means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and shall include all of its statutory amendments or substitution for the time being in force.
 “Seal” means the common seal of the Association.
 “Secretary” means any person appointed to perform the duties of the secretary of the Association.
 “The Office” means the registered office for the time being of the Association.
 Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine.
 The headings are inserted for convenience only and shall not affect the construction of these Articles.
 Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
 These Articles shall be construed with reference to the provisions of the Ordinance and terms used in these Articles shall (if not inconsistent with the subject or context) be taken as having the same respective meanings as they have when used in the Ordinance.
Objects
2. The Association is established for the objects expressed in the Memorandum of Association.
The Companies Ordinance (Chapter 32) _______________ Company Limited by Guarantee and not having a Share Capital _______________
ARTICLES OF ASSOCIATION (As amended by Special Resolutions passed on 15 July 2019 and 11 November 2009)
OF
___________________
H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED 港九街坊婦女會孫方中書院家長教師會有限公司
—  5  —
Number of Members
3. The number of members with which the Association proposes to be registered is not more than 1,000, but the councillors may from time to time register an increase of members.
Qualification of Members
4. A person is qualified to be a member for –
 i. General Member – The parent or guardian of the current student in the College is a member.
 ii. Deserved Member – The in-service principal and teachers of the College is a member.
 iii. Special Member – The ex-students’ parent or guardian; the ex-teacher of the College may be a member on application.
Membership Subscription
5.1 All members shall pay the membership subscription fee of HK$40.00 annually (except for the Deserved Members who shall no need to pay for the subscription). Any amendment of annual subscription fee shall be reviewed and passed by the Annual General Meeting. 
5.2 All members shall pay the membership subscription fee annually on a family basis.
5.3 All members who fails to pay the annual subscription fee to the Association due to economic difficulties or any other particular reason, can apply for an exemption of payment or an extension of time to pay in writing.
General Meetings
6. The Association shall in each year hold a general meeting as its annual general meeting within three months from the beginning of new school term in September in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Association and that of the next. Provided that so long as the Association holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Councillors shall appoint.
7. All general meetings other than annual general meetings shall be called extraordinary general meetings.
8. The Councillors may, whenever they think fit, convene an extraordinary general meeting, 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 Councillor or any two members of the Association may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Councillors.
9. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
10. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the reports of the Councillors and auditors, the election of Councillors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
11. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save as otherwise provided, 1/10 of all members or 50 members, whichever is the less present in person shall be a quorum.
—  6  —
12. 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 space, or to such other day and at such other time and place as the Councillors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
13. The chairman, if any, of the Councillors shall preside as chairman at every general meeting of the Association, or if there is no such chairman, or if he shall not be present within 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 Association of his intention not to attend the meeting, the Vice-Chairmen present shall elect one of their number to be chairman of the meeting.
14. If at any meeting no Councillor is willing to act as chairman or if no Councillor is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers to be chairman of the meeting.
15. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting form which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as previously stated it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
16. The business to be transacted at an annual general meeting shall include:
 16.1 the consideration of the reports of the Council of Management and the Auditors;
 16.2    the consideration of the accounts and balance sheets;
 16.3    the election of Councillors in the place of those retiring; and
 16.4    the appointment of the Auditors.
Votes of Members
17. Every member shall have one vote.
18.1 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
 (a) by the chairman; or
 (b) by at least 10 members present in person or by proxy; or
 (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
 Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing  the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be  withdrawn.
18.2 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. Except as aforesaid, 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.
—  7  —
18.3 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 casting vote.
18.4 No objection shall be raised as to admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
18.5 On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
18.6 A member may attend by proxy, any general meeting which he is entitled to attend in person and, on a poll but not otherwise, vote by proxy on any resolution at any such meeting on which he would, if present in person, otherwise be entitled to vote. A proxy need not be a member of the Association.
18.7 General Proxy
 An instrument appointing a proxy shall be in the following form and a form as near thereto as circumstances admit or such other form which the Committee may approve:
 General Proxy
 H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED
 I/We, (name of member), of (address) being a member of the above-named Association hereby appoint (name of representative) of (address) or failing him, (name of representative) of (address) as my proxy to vote for me on my behalf at the (annual or extraordinary, as the case may be) general meeting of the Association to be held on the                          day of                         and at any adjournment thereof.
 Signed this                    day of                                 .
18.8 Special Proxy
 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 or such other form which the Committee may approve:
 Special Proxy
 H.K. & KLN. KAIFONG WOMEN’S ASSOCIATION SUN FONG CHUNG COLLEGE PARENT-TEACHER ASSOCIATION LIMITED
 I/We, (name of member), of (address) being a member of the above-named Association hereby appoint (name of representative) of (address) or failing him, (name of representative) of (address) as my proxy to vote for me on my behalf at the (annual or extraordinary, as the case may be) general meeting of the Association to be held on the                         day of                         and at any adjournment thereof.
 Signed this                    day of                                 .
 This form is to be used (*in favour of / against) the resolution.
 Unless otherwise instructed, the proxy will vote as he thinks fit.
 *Strike out whichever is not desired.
18.9 An instrument appointing a proxy shall be signed by the appointer or his attorney.
—  8  —
18.10 An instrument appointing a proxy (and, where it is signed on behalf of the appointer by an attorney, and failing previous registration with the Association the power of attorney or a certified copy thereof) must either be delivered at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified, at the Office) at least 48 hours before the time appointed for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. An instrument of proxy shall not be treated as valid until such delivery shall have been effected. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purpose of any meeting shall not be required again to be delivered for the purpose of any subsequent meeting to which it relates.
18.11 An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll, and the same right to speak at the meeting as the appointer has.
18.12 A vote cast by proxy shall not be invalidated by the previous death or insanity of the appointer or by the revocation of the appointment of the proxy or of the authority under which the appointment of the proxy or of the authority under which the appointment was made provided that no intimation in writing of such death, insanity or revocation shall have been received by the Association at the Office at least 48 hours before, the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is casted.
Councillors
19.1 The number of the councillors and the names of the first councillors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.
19.2 The Council of Management consists of 4 members from each Grade Committee, including the Chief Committee Officer; the Vice Committee Officer and the Secretary of the Grade Committee.
19.3 The Principal of the College is a deserved councillor for the Council of Management.
Powers and Duties of Councillors
20. The operation of the Association shall be managed by the Councillors, who may pay all expenses incurred in promoting and registering the Association, and may exercise all such powers of the Association as are not, by the Ordinance or by these Articles, required to be exercised by the Association 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 Association in general meeting, but no regulation made by the Association in general meeting shall invalidate any prior act of the Councillors which would have been valid if that regulation had not been made.
21. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by at least two of the Chairman, the Vice-Chairman or the Treasurer in the Council of Management of the Association together with the stamp from the Treasurer in the Council of Management of the Association.
22. The Councillors shall cause minutes to be made in books provided for the purpose:
(a) of all appointments of officers made by the Councillors;
(b) of the names of the Councillors present at each meeting of the Councillors and of any committee of the Councillors;
(c) of all resolutions and proceedings at all meetings of the Association, and of the Councillors, and of committees of Councillors,
 and every Councillor present at any meeting of Councillors or committee of Councillors shall sign his name in a book to be kept for that purpose.
—  9  —
23.1 The Council of Management must compose of the following:
 1 Chairman;
 2 Vice Chairmen (one has to be a teacher);
 2 Secretaries (one has to be a teacher);
 1 Chief Treasurer (has to be a General Member);
 1 Vice Treasurer (has to be a Deserved Member); and
 The General Councillors of functional groups of Recreation Activities; Academe Promotion and Communications.
23.2 The duties of the Councillors of the Council of Management shall be governed by the by-rules of the Association.
23.3 The term of office of the Councillors of the Council of Management shall be one year, but all members shall be eligible for re-elections.
23.4 The Council of Management shall have the power to invite a person of distinction to be the Honorary Patron of the Association. The Honorary Patron may but need not be a member of the Association and in either case shall not whilst acting as Honorary Patron have any of the liabilities of a member. The Honorary Patron shall have the right to receive notice of and to attend but not to vote at meetings of the members of the Association and otherwise shall have such rights and the Council of Management shall determine privileges as, provided that the Honorary Patron shall have no executive power of function.
23.5 The Council of Management shall have the power to invite persons of distinction to be Honorary Presidents of the Association. The Honorary Presidents may but need not be members of the Association and in either case shall not whilst acting as Honorary Presidents have any of the liabilities of members. The Honorary Presidents shall have the right to receive notice of and to attend but not to vote at meetings of the members of the Association and otherwise shall have such rights and the Council of Management shall determine privileges as, provided that the Honorary Presidents shall have no executive power or function.
23.6 The Council of Management shall have the power to invite persons of distinction to be Honorary Advisers of the Association. The Honorary Advisers may but need not be members of the Association and in either case shall not whilst acting as Honorary Advisers have any of the liabilities of members. The Honorary Advisers shall have the right to receive notice of and to attend but not to vote at meetings of the members of the Association and otherwise shall have such rights and the Council of Management shall determine privileges as, provided that the Honorary Advisers shall have no executive power of function.
Disqualification of Councillors
24. The office of a Councillor shall be vacated if he becomes bankrupt; of unsound mind; being found guilty of any criminal event; or if he resign his office by notice in writing to the Association.
Nominal of Councillors
25. Each Grade Sub-Committee should elect the councillor and nominate for approval in the general meeting.
Rotation of Councillors
26.1 The term of office of every member of the Council of Management shall be one year from 1 December to 30 November of next year. The first members of the Council of Management shall retire at the second annual general meeting of the Association but shall be eligible for re-election or nomination.
26.2 A retiring Councillor of the Council of Management shall be eligible for re-election, except for the Chairman, the Vice Chairman, and the Secretary shall retired after the third term of office.
—  10  —
26.3 The Council of Management shall have power at any time, and from time to time, to appoint or co-opt a member as an additional Councillor of the Council of Management who shall retire from office at the annual general meeting next ensuring after his appointment as aforesaid, but shall be eligible for re-appointment.
Proceedings of Councillors
27. The councillors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. A councillor may, and the secretary on the requisition of a councillor shall, at any time summon a meeting of the councillors. It shall not be necessary to give notice of a meeting of councillors to any councillor for the time being absent from Hong Kong.
28. Question arising at any meeting of the Council of Management shall be determined by a majority of votes. The chairman of any meeting shall have a second or casting vote.
Secretary
29. The duties of the Secretary are to keep records of all meetings and to perform any other secretarial duties.
The Seal
30. The Councillors shall provide for the safe custody of the seal, which shall only be used by the authority of the Councillors or of a committee of the Councillors authorized by the Councillors 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
31. The Councillors shall cause proper books of account to be kept with respect to:
 (a) all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place;
 (b) all sales and purchases of goods by the Association; and
 (c) the assets and liabilities of the Association.
 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Association’s affairs and to explain its transactions.
32. The books of account shall be kept at the registered office of the Association, or, subject to section 121(3) of the Ordinance, at such other place or places as the Councillors think fit, and shall always be open to the inspection of the Councillors.
33. The Councillors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being Councillors, and no member (not being a Councillor) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorized by the Councillors or by the Association in general meeting.
34. The Councillors shall from time to time in accordance with sections 122 and 129D of the Ordinance, cause to be prepared and to be laid before the Association in general meeting such income and expenditure accounts, balance sheets and reports as are referred to in those sections.
35. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Association in general meeting, together with a copy of the Councillors’ report and a copy of the auditor’s report, shall not less than 21 days before the date of the meeting be sent to every member of the Association:
 Provided that this article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware.
—  11  —
Audit
36. Auditors shall be appointed and their duties regulated in accordance with the Ordinance.
By-Laws
37.1 The Council of Management shall have power to make such by-laws as may be necessary from time to time for the furtherance of the objects for which the Association is established and for regulating its operation and affairs and for regulating the conduct of General Meetings of the Association and Meetings of the Council of Management, provided that such by-laws be not repugnant to, or inconsistent with, the terms of Memorandum of Association or these Articles.
37.2 The Council of Management may, at any time, and from time to time revoke or alter any by-laws.
Special Powers
38. The Association may alter or add to the Articles by special resolution being passed by 3/4 of the presented members.
Notices
39.1 A notice may be given by the Association to any member either personally or by sending it by post to him or to his registered address. 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, and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
39.2 Persons to Receive Notice
 Notice of every general meeting shall be given in any manner hereinbefore authorised to:
 (a) every member entitled to attend and vote except those members who have not supplied to the Association an address within Hong Kong for the giving of notices to them; and
 (b) the auditors for the time being of the Association.
Winding Up
40. The provisions of Clause 7 of the Memorandum of Association relating to the winding-up or dissolution of the Association shall have effect while a resolution being passed by 3/4 of the presented members and be observed as if the same were repeated in these Articles.
—  12