THE COMPANIES ORDINANCE (CHAPTER 32)

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Company Limited by Guarantee

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ARTICLES OF ASSOCIATION

OF

CREATIVE TECHNOLOGY-CULTURAL EDUCATION

ACTIVITY CENTRE LIMITED

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創新科技文教活動中心有限公司

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Preliminary

 

1.    In these articles –

 

       "Ordinance" ( 本條例 ) means the Companies Ordinance, Chapter 32.

 

       "Centre" means Creative Technology-Cultural Education Activity Centre Limited.

 

       "EXCOM means Executive Committee.

 

       "seal" ( 印章 ) means the common seal of the Centre.

 

      "secretary" ( 秘書 ) means any person appointed to perform the duties of the secretary of the Centre.

 

      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.

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      Unless the context otherwise requires, words or expressions contained in these articles shall bear the same 

      meaning as in the Ordinance or any statutory modification thereof in force at the date at which these articles

      become binding on the Centre.

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MEMBERSHIP

 

2.  Classes

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      Any person, who fits the following admission criteria and wishes to become a member of the Centre, is 

      required to sign and deliver to the Secretary of the Centre an application form for record. The f our categories 

      of membership are junior member, individual member, professional member and corporate member; and are

      described as below:

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      2.1  Junior member

             Students, you ng science and technology enthusiasts aged 7 to 17. Membership will be renewed in  

             January every year.

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     2.2  Individual member

            For science and technology enthusiasts aged 18 or above. Membership will be renewed in January every

            year.

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     2.3  Professional member

            This includes teachers, science and technology professionals. Membership will be renewed in January

            each year.

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     2.4  Corporation Member

            This is for companies and organization enthusiastic about science and technology and social welfare.

            Membership is by invitation from the Centre .

 

3.  Member Rules

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     3.1  Do not use abusive language; maintain a good individual image and for ( The Centre). Develop a team spirit

             of mutual care and cooperation, obey the guidance, and actively participate in the Centre activities

 

​     3.2  Be helpful, responsible and enthusia stic while participating in volunteer activities.

 

​     3.3  Protect public property; beware of safety measures while operating machines or tools

 

​     3.4  Be civic- minded, pay attention to sanitation and keep the venue clean.

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     Any member whose conduct is found to have violated the articles and rules of the Centre by two-third majority

     at an EXCOM meeting is required to withdraw his / her membership.

 

4.  Rights and Privileges of Members

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     All members, as described under articles 2 Membership, except Junior members, are entitled:

 

 

     4.1  to vote in the general meetings;

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     4.2  to stand for nomination and election;

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     4.3  to nominate or second a candidate for election;

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     4.4  to attend all general meetings with full speaking and voting rights; and

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     4.5  to participate in all activities and functions of the Centre.

 

5.  Obligations of Members

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     All members are obliged:

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     5.1  to abide by the constitution of the Centre;

 

     5.2  to abide by the resolutions of the general meeting s ;

 

     5.3  to vote in the general meeting s ; and

 

     5.4  to help to uphold the reputation of the Centre;

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​6.  The number of members with which the Centre proposes to be registered is 500, but the EXCOM members may

     from time to time register an increase of members.

 

7.  The founder members and such other persons as the EXCOM members shall admit to membership and shall

     be members of the Centre.

 

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General Meetings

 

8.  The Centre shall in each year hold a general meeting as its annual general meeting in addition to any other

     meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15

     months shall elapse between the date of one annual general meeting of the company and that of the next.

     Provided that so long as the Centre 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 EXCOM members shall appoint.

 

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

 

10.  The EXCOM members 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 EXCOM members capable of acting to form a quorum, any EXCOM members or any 2

       members of the Centre may convene an extraordinary general meeting in the same manner as nearly as

       possible as that in which meetings may be convened by the EXCOM members .

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Notice of General Meetings

 

11.  An annual general meeting and a meeting called for the passing of a special resolution shall be called by 21

       days' notice in writing at the least, and a meeting of the company other than an annual general meeting or a

       meeting for the passing of a special resolution shall be called by 14 days' notice in writing at the least. The

       notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is

       given, and shall specify the place, the day and the hour of meeting and, in case of special business, the

       general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner,

       if any, as may be prescribed by the Centre in general meeting, to such persons as are, under the articles of

       the Centre, entitled to receive such notices from the Centre:

 

      Provided that a meeting of the Centre shall, notwithstanding that it is called by shorter notice than that

      specified in this article be deemed to have been duly called if it is so agreed-

 

​      ( a)  in the case of a meeting called as the annual general meeting, by all the members entitled to attend and

             vote thereat; and

 

​      ( b)  in the case of any other meeting, by a majority in number of the members having a right to attend and 

             vote at the meeting, being a majority together representing not less than 95 per cent of the total voting

             rights of all the members entitled to attend and vote at that meeting.

 

12.  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.

 

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Proceedings at General Meetings

 

13.  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 EXCOM members and auditors, the election of EXCOM members in the place of

        those retiring and the appointment of, and the fixing of the remuneration of, the auditors.

 

14.  No business shall be transacted at any general meeting unless a quorum of members is present at the time

       when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save

       as herein otherwise provided, 2 members present in person shall be a quorum.

 

15.  If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if

       convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to

       the same day in the next week, at the same time and place, or to such other day and at such other time and

       place as the EXCOM members 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.

 

16.  The chairman, if any, of the EXCOM shall preside as chairman at every general meeting of the Centre, 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 Centre of

        his intention not to attend the meeting, the EXCOM members present shall elect one of their number to be

        chairman of the meeting.

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17.  If at any meeting no EXCOM member is willing to act as chairman or if no EXCOM member is present within

       15 minutes after the time appointed for holding the meeting, the members present shall choose one of their

       number to be chairman of the meeting.

 

18.  The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by

       the meeting), adjourn the meeting from time to time and from place to place, but no business shall be

       transacted at any adjourned meeting other than the business left unfinished at the meeting from which the

       adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting

       shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any

       notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

19.  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

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

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       (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.

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       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 Centre 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.

 

20.  Except as provided in article 22, 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.

 

21.  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.

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22.  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.

 

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Votes of Members

 

23  Resolution of the general meetings is final, unless rescinded or superseded by a subsequent general meeting.

      Resolution of the EXCOM meetings has authority next to those of the general meetings.

 

24. Every member shall have 1 vote.

 

25.  A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction

       in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or

       other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such

       committee, receiver, curator bonis or other person may, in a poll, vote by proxy.

 

26.  No member shall be entitled to vote at any general meeting unless all moneys payable by him to the Centre in

       his capacity as member, and which have been outstanding for more than 1 month after they fell due for

       payment, have been paid.

 

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

 

28.  The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly

       authorized in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or

       attorney duly authorized. A proxy need not be a member of the Centre.

 

29.  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 Centre or at such other place within Hong Kong as is specified for that purpose in the notice convening

       the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which

       the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before

       the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as

       valid.

 

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

 

31.  A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the

       previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy

       was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall

       have been received by the Centre at the office before the commencement of the meeting or adjourned

       meeting at which the proxy is used.

 

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Corporations acting by Representatives at Meetings

 

32.  Any corporation which is a member of the Centre may by resolution of its EXCOM members or other

       governing body authorize such person as it thinks fit to act as its representative at any meeting of the Centre,

       and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation

       which he represents as that corporation could exercise if it were an individual member of the Centre.

 

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Organizing Committee (OCM) and Executive Committee (EXCOM)

 

33.  The number of the EXCOM members and the names of the first EXCOM members shall be determined in

       writing by the founder members or a majority of them.

 

34.  The EXCOM members shall be paid all travelling, hotel and other expenses properly incurred by them in

       attending and returning from meetings of the EXCOM members or any committee of the EXCOM members or

       general meetings of the Centre or in connexion with the operations of the Centre.

 

35.  To prepare for the development of the Centre, the founders of the Centre shall invite twenty to thirty eligible

       persons who share the vision of the Centre to form the Organising Committee. In consultation with the

       founders, the Organising Committee shall appoint the First EXCOM. The Organising Committee shall continue

       its function in presenting subsequent terms of EXCOM candidates to the A nnual G eneral M eeting .

       Membership of the Organising Committee shall grow annually with inclusion of the EXCOM members who

       have successfully completed their terms of service.

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       35.1  All members shall be eligible for nomination to the Organising Committee for consideration of

                appointment as an EXCOM member;

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      35.2  All members shall be eligible to vote on the EXCOM candidates presented by the Organising Committee;

 

​      35.3  Any resolution in an EXCOM meeting shall be passed by two third numbers of members present at the

               meeting.

 

36.  The EXCOM shall generally consist of a President, Vice Presidents, Secretary, Treasurer and a Membership

       Liaison Officer. The number of EXCOM members can be changed as the resolution in the general meeting

       directs. The EXCOM shall make all executive decisions pertinent to the running of the Centre. The

       responsibilities are described as below:

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       36.1  The President of the Centre shall preside at all annual meetings and at EXCOM meetings and shall be

                 responsible for the proper conduct of business es a s such. He/She shall in conjunction with the

                 Secretary and/or Treasurer oversee the respective general administration of the affairs of the Centre.

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       36.2  The duties of the Vice Presidents shall be defined by the EXCOM. In the absence of the President, a

                designated Vice President shall act for him/her.

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       36.3  The Secretary shall conduct the operations of the Centre in accordance with the Articles , and carry out

                 the instructions of the AGM and the EXCOM. He/she shall attend all meeting of the EXCOM as far as

                 possible and take minutes of the proceedings, where necessary.

 

​       36.4  The Treasurer shall be responsible for the safe keeping of all public donated funds and other accounts.

                 He/ She shall endeavour to keep full and accurate accounts and prepare financial statement for each

                 meeting of the AGM and EXCOM . He/she shall assist the Auditors by providing pertinent documents

                 and/or articles for auditing purposes. He/ She shall in conjunction with the President or Secretary, sign

                 all cheques and inspect all electronic transfers on behalf of the Centre. The Treasurer, on authority of

                 the EXCOM, can disburse donated funds and other expenses of the Centre as and when necessary.

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       36.5  The seal of the Centre shall be kept by the President and shall not be used except with his/her authority.

 

​       36.6  Every document required to be sealed with the Seal of the Centre shall be deemed to be properly

                 executed if sealed with the Seal of the Centre and signed by the President, or such persons as the

                EXCOM may from time to time authorised for such purpose.

 

​       36.7  All cheques, promissory notes, draft, bills of exchange, and other negotiable instruments, shall be made

                signed, drawn, accepted and endorsed, or otherwise executed by the person or persons from time to

                time authorised by a resolution of EXCOM.

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      36.8  The Membership Liaison Officer shall be responsible to the EXCOM for recruiting and liaising the Centre

                members.

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      36.9  No member of EXCOM or governing body of the Centre shall be appointed to any salaried office of the

               Centre, or any office of the Centre paid by fees and no remuneration or other benefit in money or money's

               worth shall be given by the Centre to any member of the EXCOM or governing body.

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      36.10  The members of EXCOM are required to disclose the matters which they are interested and not to vote

                  on such matters.

 

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Borrowing Powers

 

37.  In furtherance of the objects of the Centre but not otherwise, t he EXCOM may exercise all the powers of the

       Centre to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to

       issue debentures and other securities, whether outright or as security for any debt, liability or obligation of

       the Centre in a reasonable and prudent manner.

 

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Powers and Duties of EXCOM Members

 

38.  The operations of the Centre shall be managed by the EXCOM members, who may pay all expenses incurred

        in promoting and registering the Centre, and may exercise all such powers of the Centre as are not, by the

       Ordinance or by these articles, required to be exercised by the Centre in general meeting, subject

       nevertheless to the provisions of the Ordinance or these articles and to such regulations, being not

       inconsistent with the aforesaid provisions, as may be prescribed by the Centre in general meeting; but no

       regulation made by the Centre in general meeting shall invalidate any prior act of the EXCOM members which

       would have been valid if that regulation had not been made.

 

39.  The EXCOM members may from time to time and at any time by power of attorney appoint any Centre, firm or

       person or body of persons, whether nominated directly or indirectly by the EXCOM members, to be the

       attorney or attorneys of the Centre for such purposes and with such powers, authorities and discretions (not

       exceeding those vested in or exercisable by the EXCOM members under these articles) and for such period

       and subject to such conditions as they may think fit, and any such powers of attorney may contain such

       provisions for the protection and convenience of persons dealing with any such attorney as the EXCOM

       members may think fit and may also authorize any such attorney to delegate all or any of the powers,

       authorities and discretions vested in him.

 

40.  All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for

       moneys paid to the Centre, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case

       may be, in such manner as the EXCOM members shall from time to time by resolution determine.

 

41.  The EXCOM members shall cause minutes to be made in books provided for the purpose-

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       ( a)  of all appointments of officers made by the EXCOM members;

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       ( b)  of the names of the EXCOM members present at each meeting of the EXCOM members and of any

              committee of the EXCOM members;

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       (c)  of all resolutions and proceedings at all meetings of the Centre, and of the EXCOM members, and of

             committees of EXCOM members,

 

​       and every EXCOM member present at any meeting of EXCOM members or committee of EXCOM members

       shall sign his name in a book to be kept for that purpose.

 

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Disqualification of EXCOM Members

 

42.  The office of an EXCOM member shall be vacated:

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       ( a)  if he/she ceases to be a member of the Centre; or

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       ( b)  if by notice in writing he/she resigns from the office; or

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       ( c)  if he/she is removed by a resolution of the general meeting passed by two-third of the members present

              thereat; or

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       ( d )  if he/she absents himself from meetings of the EXCOM continuously for a period of six months.

 

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Rotation of EXCOM Members

 

43.  At the first annual general meeting of the Centre all the EXCOM members shall retire from office, and at the

       annual general meeting in every subsequent year one-third of the EXCOM members for the time being, or, if

       their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.

 

44.  The EXCOM members to retire in every year shall be those who have been longest in office since their last

       election, but as between persons who became EXCOM members on the same day those to retire shall (unless

       they otherwise agree among themselves) be determined by lot.

 

45.  A retiring EXCOM members shall be eligible for re-election.

 

46.  The Centre at the meeting at which a EXCOM member retires in manner aforesaid may fill the vacated office

       by electing a person thereto, and in default the retiring EXCOM members shall, if offering himself for re-

       election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such

       vacated office or unless a resolution for the re-election of such EXCOM member shall have been put to the

       meeting and lost.

 

47.  No person other than a EXCOM member retiring at the meeting shall unless recommended by the EXCOM

       members be eligible for election to the office of EXCOM member at any general meeting unless, not less than

       3 nor more than 21 days before the date appointed for the meeting, there shall have been left at the

       registered office of the Centre notice in writing, signed by a member duly qualified to attend and vote at the

       meeting for which such notice is given, of his intention to propose such person for election, and also notice in

       writing signed by that person of his willingness to be elected.

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48.  The Centre may from time to time by ordinary resolution increase or reduce the number of EXCOM members,

       and may also determine in what rotation the increased or reduced number is to go out of office.

 

49.  The EXCOM members shall have power at any time, and from time to time, to appoint any person to be a

       EXCOM member, either to fill a casual vacancy or as an addition to the existing EXCOM members, but so that

       the total number of EXCOM members shall not at any time exceed the number fixed in accordance with these

       articles. Any EXCOM member so appointed shall hold office only until the next following annual general

       meeting, and shall then be eligible for re-election, but shall not be taken into account in determining the

       EXCOM members who are to retire by rotation at such meeting.

 

50.  The Centre may by special resolution remove any EXCOM member before the expiration of his period of office

       notwithstanding anything in these articles or in any agreement between the Centre and such EXCOM member.

       Such removal shall be without prejudice to any claim such EXCOM member may have for damages for breach

       of any contract of service between him and the Centre.

 

51.  The Centre may by ordinary resolution appoint another person in place of a EXCOM member removed from

       office under the immediately preceding article. Without prejudice to the powers of the EXCOM members under

       article 49 the Centre in general meeting may appoint any person to be a EXCOM members either to fill a

       casual vacancy or as an additional EXCOM member. The person appointed to fill such a vacancy shall be

       subject to retirement at the same time as if he had become a EXCOM member on the day on which the EXCOM

       member in whose place he is appointed was last elected a EXCOM member.

 

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Proceedings of EXCOM Members

 

52.  The EXCOM members may meet together for the despatch of business, adjourn, and otherwise regulate their

       meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the 

       case of an equality of votes the chairman shall have a second or casting vote. A EXCOM member may, and the

       secretary on the requisition of a EXCOM member shall, at any time summon a meeting of the EXCOM member.

       It shall not be necessary to give notice of a meeting of EXCOM members to any EXCOM member for the time

       being absent from Hong Kong.

 

53.  The EXCOM may meet to consider the Centre's operations provided that at least two-third of EXCOM members

       thereof shall be present.

 

54.  The continuing EXCOM members may act notwithstanding any vacancy in their body, but, if and so long as

       their number is reduced below the number fixed by or pursuant to the articles of the Centre as the necessary

       quorum of EXCOM members, the continuing EXCOM members or EXCOM member may act for the purpose of

       increasing the number of EXCOM member to that number, or of summoning a general meeting of the Centre,

       but for no other purpose.

 

55.  The EXCOM members may elect a chairman of their meetings and determine the period for which he is to

       hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within 5

       minutes after the time appointed for holding the same, the EXCOM members present may choose one of their

       number to be chairman of the meeting.

 

56.  The EXCOM member may delegate any of their powers to committees consisting of such member or EXCOM

       members of their body as they think fit; any committee so formed shall in the exercise of the powers so

       delegated conform to any regulations that may be imposed on it by the EXCOM members.

 

57.  A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the

       chairman is not present within 5 minutes after the time appointed for holding the same, the members

       present may choose one of their number to be chairman of the meeting.

 

58.  A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined

       by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have

       a second or casting vote.

 

59.  All acts done by any meeting of the EXCOM members or of a committee of EXCOM members, or by any person

       acting as a EXCOM members, shall notwithstanding that it be afterwards discovered that there was some

       defect in the appointment of any such EXCOM member or person acting as aforesaid, or 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

       EXCOM member.

 

60.  A resolution in writing, signed by all the EXCOM members for the time being entitled to receive notice of a

       meeting of the EXCOM members, shall be as valid and effectual as if it had been passed at a meeting of the

       EXCOM members duly convened and held.

 

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Secretary

 

61.  Subject to Article 36.9 hereof, the secretary shall be appointed by the EXCOM members for such term, at such

       remuneration and upon such conditions as they may think fit; and any secretary so appointed may be

       removed by them.

 

62.  A provision of the Ordinance or these articles requiring or authorizing a thing to be done by or to a EXCOM

       member and the secretary shall not be satisfied by its being done by or to the same person acting both as

       EXCOM member and as, or in place of, the secretary.

 

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Annual Activities

 

63.  The following non-profit making activities shall be organised annually by the EXCOM:

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       (a)  local and international science and technology competitions

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       (b)  talks by experts on special science subjects

 

​       (c)  talks by experts on cultural subjects

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       (d)  classes on cultural subjects

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       (e)  classes on science and technology for students

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       (f)  talks by experts on special science subjects

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      (g)  science workshops for teachers

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      (h)  scie nce and technology camps during holidays for students

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      (i)  visits to science museum s, technical institutions and factories

 

​      (j)  science and technology shows with help from science and technology providers

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      (k)  documentation of the Centre activities for future promotional purposes

 

 

Use of Funds

 

64.  The administration of public sponsorship of competition funds to the Centre and other monies pertinent to

        the annual income shall follow the rules as below:-

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       64.1   The Centre shall maintain a separate banking account named “ PSD ” (the “Public Sponsorship &

                 Donation Account”). All public donations collected by members through personal connection or through

                 the Centre promotional activities shall be deposited in the PSD Account and shall be subject to annual

                 audit and endorsement at the AGM.

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       64.2  All cheques drawn on the Centre accounts shall be co-signed by two of the following office bearers:

                President, Vice President, Secretary and Treasurer.

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       64.3  All donation monies paid to the Centre shall be received by the Treasurer or his/her representative who

                shall issue a receipt for each payment and shall deposit into the amount received into the PSD Account.

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       64.4  The Treasurer or his/her representatives shall keep an account book in which shall be entered details of

                 income and expenditure in accordance with accounting practice;

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       64.5  Sponsorship and other income sources shall be approved by authorised EXCOM members.

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       64.6  No entertainment activities, including meal s , snacks, drinks or any live performance should be paid for

                by the PSD Account;

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       64.7  Expenditure involving the printing of promotional materials, maintenance of a website, and other sundry

                 expenses associated with administration shall be kept to a minimum but can be charged to the PSD

                 Account.

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       64.8  The funds of the Centre which are not required for current expenses may, on directive of the EXCOM, be

                deposited into a bank account or invested in a low risk manner that the EXCOM may see fit.

 

​      64.9  Upon winding up of the Centre the stipulation under Article 78 Dissolution shall be followed.

 

​      64.10  The income and property of the Centre, however derived, shall be applied solely towards the promotion

                  of the object s of the Centre as set out in the Memorandum . No portion of income and property of the

                  Centre shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise

                  however, to the members of the Centre.

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      64.11  The Centre shall

                  •  keep sufficient records of income and expenditure (including donation receipts) and proper

                     accounting books, and

 

                 •  compile financial statements annually.

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Legal Assistance

 

65.  The EXCOM shall be empowered to seek legal advice and assistance, even on payment, if it is necessary in

       the interests of the Centre.

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Amendment of Articles and Rules

 

66.  Any amendments to the A rticles and rules shall be first studied and approved by a two-third majority in an

       EXCOM meeting before presenting it to a general meeting. The A rticles and rules may be altered, rescinded

       or added to by a resolution passed by at least 75% of the members present at any AGM or any extraordinary

       general meeting of the Centre.

 

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The Seal

 

67.  The EXCOM members shall provide for the safe custody of the seal, which shall only be used by the authority

       of the EXCOM members or of a committee of the EXCOM members authorized by the EXCOM members in that

       behalf, and every instrument to which the seal shall be affixed shall be signed by a EXCOM member and shall

       be countersigned by the secretary or by a second EXCOM member or by some other person appointed by the

       EXCOM members for the purpose.

 

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Accounts

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​68.  The EXCOM members shall cause proper books of account to be kept with respect to-

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       ( a)  all sums of money received and expended by the Centre and the matters in respect of which the receipt

              and expenditure takes place;

 

​       ( b)  all sales and purchases of goods by the Centre; and

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       ( c)  the assets and liabilities of the Centre.

 

​       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 Centre's affairs and to explain its transactions.

 

69.  The books of account shall be kept at the registered office of the Centre, or, subject to section 121(3) of the

        Ordinance, at such other place or places as the EXCOM members think fit, and shall always be open to the

        inspection of the EXCOM member.

 

70.  The EXCOM members 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 Centre or any of them shall be

       open to the inspection of members not being EXCOM members, and no member (not being a EXCOM member)

       shall have any right of inspecting any account or book or document of the Centre except as conferred by

       statute or authorized by the EXCOM members or by the Centre in general meeting.

 

71.  The EXCOM members shall from time to time in accordance with sections 122, 124 and 129D of the

       Ordinance, cause to be prepared and to be laid before the Centre in general meeting such income and

       expenditure statements, balance sheets, group accounts (if any) and reports as are referred to in those

       sections.

 

72.  A copy of every balance sheet (including every document required by law to be annexed thereto) which is to

       be laid before the Centre in general meeting, together with a copy of the EXCOM members' report and a copy

       of the auditor's report, shall not less than 14 days before the date of the meeting be sent to every member of,

       and every holder of debentures of, the Centre:

       Provided that this article shall not require a copy of those documents to be sent to any person of whose

       address the Centre is not aware or to more than one of the joint holders of any debentures.

 

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Audit

 

73.  Auditors shall be appointed and their duties regulated in accordance with sections 131, 132, 133, 140, 140A,

       140B and 141 of the Ordinance.

 

74.  Two auditors, who are not members of the Centre, shall be appointed by the EXCOM at the AGM. They shall

       audit the donation funds and other accounts of the Centre as soon as possible after the conclusion of the

       financial year. They shall examine all books and accounts of the Centre, and shall certify as to their

       correctness or otherwise. They shall prepare a report to the AGM. A copy of the Auditors ' report shall be

       submitted at the AGM and shall be available to all members for further inspection in a manner as the EXCOM

       may direct.

 

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Notices

 

75.  A notice may be given by the Centre to any member either personally or by sending it by post to him or to his

       registered address, or (if he has no registered address within Hong Kong) to the address, if any, within Hong

       Kong supplied by him to the Centre for the giving of notice to him. 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.

 

76.  Notice of every general meeting shall be given in any manner hereinbefore authorized to-

 

​       ( a)  every member except those members who (having no registered address within Hong Kong) have not

              supplied to the Centre an address within Hong Kong for the giving of notices to them; and

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       ( b)  the auditors for the time being of the Centre.

 

​       No other person shall be entitled to receive notices of general meetings.

 

77.  Every EXCOM member, agent, auditor, secretary and other officer for the time being of the Centre shall be

       indemnified out of the assets of the Centre against any liability incurred by him in relation to the Centre in

       defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he

       is acquitted or in connexion with any application under section 358 of the Ordinance in which relief is granted

       to him by the court.

 

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Dissolution

 

78.  The Centre shall be wound up if at a general meeting of the Centre held for that purpose, a resolution to that

       effect is passed by at least two-third of the Centre members present. If, upon the dissolution of the Centre,

       there remains, after satisfactory settlement of all its debts and liabilities, any property whatsoever, the same

       shall not be paid to or distributed among the Centre members but shall be given or transferred to some other

       institution(s) having objects similar to the objects of the Centre and which shall prohibit the distribution of

       its/their income and property among its/their members to an extent at least as great as is imposed on the

       Centre under or by virtue of Articles 36.9 and 64.10 above, such institution(s) or institution(s) to be

       determined by the Centre members at or before the time of dissolution.

 

 

 

 

 

 

 

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