THE COMPANIES ORDINANCE (CHAPTER 32)
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Company limited by guarantee and not
having a share capital
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MEMORANDUM OF ASSOCIATION
OF
THE WORLD ZHANG CLAN ASSOCIATION LIMITED
世界張氏總會有限公司
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| 1. | The name of the Company is “THE WORLD ZHANG CLAN ASSOCIATION LIMITED 世界張氏總會有限公司”(“the Association”). |
| 2. | The registered office of the Association will be situated in Hong Kong. |
| 3. | The objects for which the Association is established are :- |
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(j) To purchase, take on lease, exchange, hire or otherwise acquire any land, buildings or other property or any rights or privileges necessary or convenient for the purposes of the Association or any of them. (v) To carry out the business under the control and direction of the executive committee of the Association. | |
| 4. | The liability of the members is limited. |
| 5. | The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Association, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any service actually rendered to the Association. |
| 6. | Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding up of the Association, and for the adjustment of the rights of the contributories amongst themselves such amount as may be required, not exceeding one hundred dollars. |
| 7. | If upon the winding-up of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some charitable institution or institutions 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 5 thereof such institution or institutions to be determined by the members of the Association before the time of dissolution. |
We, the several persons whose names, addresses, and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:
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1. TAN SRI DATUK TIONG HIEW KING 丹 斯 里 拿 督 張 曉 卿 2. DATUK TIONG SU KOUK 拿 督 張 仕 國 3. TIONG KUONG KAI 張 強 開
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THE COMPANIES ORDINANCE (CHAPTER 32)
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Company limited by guarantee and not
having a share capital
---------------------------
ARTICLES OF ASSOCIATION
OF
THE WORLD ZHANG CLAN ASSOCIATION LIMITED
世界張氏總會有限公司
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Preliminary
| 1. | In these Articles, unless the context otherwise requires : |
| “Annual General Meeting” means the yearly general meeting of the Association. | |
| “these Articles” means the articles of association of the Association for the time being. | |
| “Association” means THE WORLD ZHANG CLAN ASSOCIATION LIMITED 世 界 張 氏 總 會 有 限 公 司. | |
| “Member(s)” means a member or members of the Association and (where the context may require), includes Corporate Member(s) and/or Individual Member(s). | |
| “Executive Committee” means the executive committee of the Association for the time being and (where the context may require) the majority of executive committee members present and voting at a meeting of the executive committee. | |
| “Executive Committee Member(s)” means a member or members of the Executive Committee for the time being. | |
| “Extraordinary General Meeting” means a general meeting of the members of the Association specially convened under these Articles. | |
| “General Meeting” means an Annual General Meeting and/or an Extraordinary General Meeting. | |
| “Hong Kong” means Hong Kong Special Administrative Region of the People's Republic of China. | |
| “Ordinance” means the Companies Ordinance of the Law of Hong Kong and every other Ordinance incorporated therewith, or any Ordinance or Ordinances substituted thereof, and in case of any substitution, the reference in these Articles to the provisions substituted therefore in the new Ordinance or Ordinances. | |
| “Seal” means the seal of the Association. | |
| “Chairman” means the Chairman of the Executive Committee for the time being. | |
| “Vice-Chairman” means the Vice-Chairman of the Executive Committee for the time being. | |
| “Working Committee” means the working committee of the Association for the time being and (where the context may require) the majority of working committee members present and voting at a meeting of the working committee. | |
Where the context so required, words importing the singular number include the plural number, and words importing the plural number include singular, and words importing the masculine gender include the feminine gender and neuter gender and vice versa.
Subject as aforesaid, any words or expressions defined in the Ordinance or any statutory modification thereof in force at the date in which these articles becoming binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.
Number of Members
| 2 | The number of members of the Association is unlimited. |
Objects
| 3 | The Association is established for the objects and purposes expressed in the Memorandum of Association. |
Members
| 4 | (a) The members of the Association shall consist of Corporate Members and Individual Members. |
| (b) All corporation of Zhang's Clansmen (張), Liao's Clansmen (廖), Jian's Clansmen (簡) and Yan's Clansmen (顏) in any part of the world are eligible to apply for Corporate Membership of the Association. | |
| (c) All persons are fellow-clansmen of the Zhang's Clan, Liao's Clan, Jian's Clan and Yan's Clan, over 18 years of age are eligible to apply for Individual Membership of the Association. | |
| (d) All applicants for membership (other than the subscribers to the memorandum of association) must be proposed and seconded by at least two members and must submit to the Executive Committee an application for membership in the form prescribed by the Executive Committee signed by the applicant, the proposer and the seconder and the decision of the Executive Committee on any such application shall be final and conclusive and the Executive Committee shall not be under any obligation to give any reason therefore. Provided a quorum is present, the Executive Committee may determine its own procedures for the consideration of applications for membership and shall further be entitled to set up a membership sub-committee to consider applications for membership and to establish the quorum and procedures for such sub-committee. | |
| 5 | Notwithstanding the provisions in the Article 4, the subscribers to the memorandum of association shall automatically be admitted to membership of the Association on the date of incorporation of the Association. |
| 6 | On notification of his application for membership being approved, a candidate for membership shall pay entrance fees, annual subscriptions and/or such other fees as shall be determined by the Executive Committee from time to time. |
Rules Relating to Members
| 7 | Every member of the Association shall be absolutely bound by these Articles and bye-laws as the Executive Committee may from time to time determine and shall have the following obligations :- |
| (a) To observe and obey all resolutions passed by the Association in General Meeting; | |
| (b) To assist the Association in promotion of the affairs of the Association; and | |
| (c) To pay all fees and charges (if any) payable to the Association. | |
| 8 | A Corporate Member shall participate the activities of and enjoy the privileges of membership through a representative nominated and appointed by it in that behalf. The dully appointed representative of the member shall, on behalf of the Member, be entitled to all the rights and privileges and subject to all the obligations of membership. The Member may from time to time remove its representative and make a appointment instead. The appointment and/or removal of such representative shall be effected by notice in writing signed by the Member in such form and in such manner and subject to such conditions as may be prescribed by the Executive Committee from time to time. |
| 9 | The right and privileges of a member shall be personal to himself. They shall not be transferable by his own act or by operation of law. |
| 10 | A member shall cease to become such in the event of one of the followings :- |
| (a) Any member who has tendered his resignation by notice in writing to the Association; (b) Any member who has been found lunatic and/or suffering from mental disease; (c) Any member who is adjudicated a bankrupt or who compounds with his creditors under the provisions of any act or Ordinance relating to bankruptcy or who shall be imprisoned for a criminal offence or who, in the opinion of the Executive Committee, shall have left Hong Kong to escape trial or shall be dismissed from the public services with disgrace; and | |
| 11 | If any member shall neglect for three months to pay any money due from him to the Association, the Association may forthwith suspend his privileges and rights of membership and may serve upon him a notice in writing appointing a day for payment. If he is in default for one month after services of such notice, his membership shall cease. |
| 12 | Any person who shall for any reason cease to be a member of the Association shall not be entitled to a refund in whole or in part of any subscriptions or entrance fees or other moneys already paid by him to the association and shall remain liable for payment of all subscriptions, entrance fees and money due by him to the Association at the time of his ceasing to be a member. |
Expulsion of Members
| 13 | If any member violates these Articles or bye-laws of the Association or if his opinion or conduct shall in the opinion of the Executive Committee be injurious to the interest or character of the association, or in contradiction or disagreement with the opinion or policy of the Association, it shall be the duty of the Executive Committee to invite the member complained of by letter to give an explanation of his opinion or conduct or to appear before a meeting of the Executive Committee convened to consider his case. |
| 14 | In the absence of any explanation or if the Executive Committee is not satisfied with the explanation offered by the member complained of, they shall call upon such member to resign, and should he not do so within two weeks, his name shall be removed from the list of members and he shall thereupon cease to be a member of the association provided always that the decision calling upon him to resign shall be supported by at least a ¾ majority of the member of the Executive Committee present at such meeting. |
| 15 | A member of the Executive Committee shall not act at any meeting which is held to investigate any case in which he is a complainant or the subject of such complaint. |
| General Meeting | |
| 16 | A General Meeting shall be held once in every calendar year as an Annual General Meeting at such time (not being more than fifteen months after the holding of the last preceding Annual general Meeting) and place as may be determined by the Executive Committee. |
| 17 | All General Meeting other than Annual General Meeting shall be called Extraordinary General Meeting. |
| 18 | The Executive Committee may whenever they think fit, convene an Extraordinary General Meeting and an Extraordinary General Meeting shall also be convened by such requisition, or in default, may be convened by such requisitionists, as provided by Section 113 of the Ordinance. |
| Notice of General Meeting | |
| 19 | Twenty-one days' notice in writing at the least of every Annual General Meeting and of every General Meeting convened to pass a Special Resolution, and fourteen days' notice in writing at the least of every other General Meeting (Exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting and, in the case of special business, the general nature of that business, shall be given in manner hereinafter mentioned to such persons as are under these Articles or under the Ordinance entitled to receive such notices but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Ordinance in the case of meetings other than Annual General Meeting, a meeting may be convened by such notice as those members may think fit. |
| 20 | Accidental omission to give notice of meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed or proceedings had at any meeting. |
| Proceedings at General Meetings | |
| 21 | All business shall be deemed special that is transacted at any Extraordinary General Meeting and all that is transacted at an Annual general Meeting, with the exception of the consideration of the accounts, balance sheet, and the reports of the Executive Committee and auditors, the election of Executive Committee Members and the appointment of the auditors and the fixing of their remuneration. |
| 22 | No business shall be transacted at any General Meeting unless a quorum of members who are entitled to vote thereat is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting and such quorum shall consist of not less than two such members. |
| 23 | If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present after half an hour of the appointed time for the meeting the members present who are entitled to vote thereat shall be a quorum and may transact all business for which the meeting is convened. |
| 24 | The Chairman of the Executive Committee and in his absence the Vice-Chairman shall preside as Chairman at every General Meeting of the Association. If at any meeting the Chairman or Vice-Chairman shall not be present within 15 minutes after the time appointed for holding the meeting, or if they have previously notified the Association of their intention of not being present, the members present who are entitled to vote shall choose one of their member to preside. |
| 25 | The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the manner provided by Article 18 hereof. 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. |
| 26 | 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 by at least ten members present in person or by proxy entitled to vote, 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 Association, 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. |
| 27 | If a poll is dully demanded, it shall be taken in such manner as the Chairman direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
| 28 | In the case of 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. |
| 29 | A poll demanded on the election of a chairman of the meeting, 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. |
| Votes of Members | |
| 30 | Every Member shall have one vote whether on show of hands or on a poll. |
| 31 | A member shall not be entitled to vote on any question at any General Meeting either personally or by proxy or as a proxy for another member whist any sums is due and payable by him to the Association for more than three months. |
| 32 | Votes may be given on a poll either personally or by proxy. |
| 33 | The instrument appointing a proxy shall be in writing under the hand of the appointor. |
| 34 | The instrument appointing a proxy shall be deposited at the registered office or such other place as determined by the Association not less than forty-eight hours before the time appointed 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 twenty-four hours before the time appointed for the taking of the poll, and in default, the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution. |
| 35 | 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, provided that no notice of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used. |
| 36 | An instrument appointing a proxy shall be in the such form as to be determined by the Executive Committee. |
| 37 | The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. |
| 38 | Without prejudice the right of Member under Article 8 hereof, a Corporate Member of the Association may by resolution of its directors or other governing body authorize a person to act as its representative attend and vote at any General Meeting of the Association and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents at the General Meeting. |
| Executive Committee | |
| 39 | The management of the affairs of the Association shall be vested in the Executive Committee. |
| 40 | Until otherwise determined by the Association in General Meeting, the Association shall have at least two Executive Committee Members. |
| 41 | The first Executive Committee Members of the Association shall be nominated in writing by the majority of the subscribers to the memorandum of association and shall hold office until the first Annual General Meeting of the Association. |
| 42 | Subject to the Article 40, all Executive Committee Members shall be elected at the Annual General Meeting and shall hold office for a term of two years until the conclusion of the second Annual General Meeting following their election. All retiring Executive Committee Members shall be eligible for re-election. |
| 43 | The Executive Committee may from time to time elect among themselves a Chairman. Only the Individual Members of Zhang's Clansmen are eligible to elect as the Chairman. |
| 44 | Only Members of the Association shall be eligible for election as Executive Committee Members. |
| 45 | An Executive Committee Member which is a corporation shall attend meetings of the Executive Committee and exercise the power and rights of an Executive Committee Member through a representative nominated and appointed by it in that behalf. The dully appointed representative of the Executive Committee Member shall, on behalf of the Executive Committee Member, be entitled to all the rights and powers and subject to all the obligations and duties of the Executive Committee Member. The Executive Committee Member may from time to time remove its representative and make a new appointment instead. The appointment and/or removal of such representative shall be effected by notice in writing signed by the Executive Committee Member in such form and in such manner and subject to such conditions as may be prescribed by the Executive Committee from time to time. |
| 46 | Any casual vacancy occurring in the Executive Committee may be filled up by the Executive Committee. Any Executive Committee Member so elected shall retain his office until the Executive Committee retires from office. |
| 47 | The Association may by Ordinary Resolution remove any Executive Committee Member before the expiration of his period of office and may by Ordinary Resolution appoint another qualified member in his stead. Any Executive Committee Member so appointed shall retain his office only until the Executive Committee retires from office. |
| 48 | An Executive Committee Member shall not receive salary or remuneration but he shall be indemnified by the Association in respect of traveling expenses and other expenditure properly incurred in and about the affairs of the Association. |
| Proceedings of the Executive Committee | |
| 49 | The Executive Committee may meet together for the dispatch of business, adjourn and otherwise regular their meetings and business as they may think fit. Meetings of the Executive Committee may be convened on the request of their Chairman or by requisition in writing signed by one-third of the Executive Committee Members stating the objects for which such meetings are to be convened and forwarded to the Honorary Secretary. |
| 50 | The Chairman or in his absence the Vice Chairman shall preside at meetings of the Executive Committee and if at any meeting neither of them are present within fifteen minutes after the time appoint, those present shall choose one of their members to be Chairman of the meeting. |
| 51 | The quorum necessary for the transaction of the business of the Executive Committee shall be two of the Executive Committee Members. |
| 52 | Questions arising at any meeting of the Executive Committee shall be decided by a majority on a show of hands and in case of an equality of votes, the Chairman of the meeting shall have a second or casting vote. |
| 53 | The continuing Executive Committee Members 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 these Articles as the necessary quorum of members, the continuing Executive Committee Member may act for the purpose of filling up vacancies in their body or summoning a General Meeting of the Association, but for no other purpose. |
| 54 | The Executive Committee may, if they think fit, transact any of their business by the circulation of papers, and a resolution in writing approved by all the Executive Committee Members shall be valid and effectual as if it had been passed at a meeting of the Executive Committee. |
| 55 | Except as provided in Article 53, a meeting of the Executive Committee for the time being at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under these articles being vested in the Executive Committee generally. |
| 56 | The Executive Committee may, from time to time, appoint such sub-committees consisting such Executive Committee Members or Members as it considers necessary for securing the efficient discharge of its functions and may delegate to any such sub-committees any of its powers and duties provided that no delegation made hereunder shall preclude the Executive Committee from exercising or performing or resuming at any time any of the powers and duties so delegated. |
| 57 | Any Member may be appointed a member of any such sub-committee notwithstanding that he is not an Executive Committee Member. |
| 58 | All Sub-Committee so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Executive Committee. |
| 59 | All acts done by any meeting of the Executive Committee or a sub-committee or by any person acting as a member of the Executive Committee or sub-committee, shall, notwithstanding that it was afterwards discovered that there were some defects in the appointment of any such member of the Executive Committee or sub-committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if very such persons had been duly appointed or were qualified to be a member of the Executive Committee or sub-committee. |
| Powers of the Executive Committee | |
| 60 | The business of the association shall be managed by the executive Committee, who may exercise all such powers of the Association and do so on behalf of the Association all such acts as may exercise all such powers and do all such act and things as may be exercised or done by the Association and are not hereby or by the Ordinance or by these Articles expressly directed or required to be exercised or done by the Association in general meeting, but subject nevertheless to any regulation of these Articles, to the provisions of the Ordinance for the time being in force and affecting the Association and to such regulations being not inconsistent with the aforesaid regulations 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 Association which would have been valid if such regulation had not been made. |
| 61 | Without prejudice to the general powers conferred by Article 58 hereof the Executive Committee shall have power :- |
| (a) To lease, purchase or otherwise acquire for the Association any property, rights and privileges on such terms and conditions as they think fit and to pay for the same either in cash, debentures or other securities of the Association; (d) To make, give, accept, endorse, transfer and negotiate such bills of exchange or other similar obligations as the Association may think desirable in carrying out the objects of the Association; (e) To appoint and at their discretion remove or suspend manager, agents, secretaries, servants and workmen for carrying out the objects of the Association, and to determine the powers and duties of such persons and fix their salaries or emoluments and to sanction the payment of the same out of the funds of the Association; (f) To appoint any company, firm or person or body of persons to be the attorney or attorneys of the Association for such purposes and with such powers, authorities and discretions and for such period and subject to such conditions as they think fit; and (g) To invest and deal with the moneys of the Association not immediately required, upon such securities and in such manner as may from time to time determined. | |
| Disqualification of Executive Committee Members | |
| 62 | The office of an Executive Committee Member shall be vacated if :- |
| (a) he dies or become bankrupt or insolvent or compounds with his creditors; | |
| Working Committee | |
| 63 | The Executive Committee may, from time to time, appoint Working Committee as it considers necessary for securing the efficient discharge of its functions and may delegate to the Working Committee any of its powers and duties provided that no delegation made hereunder shall preclude the Executive Committee from exercising or performing or resuming at any time any of the powers and duties do delegated. |
| 64 | The Working Committee may from time to time elect among themselves a chairman. |
| 65 | Any Member may be appointed a member of the Working Committee notwithstanding that he is not an Executive Committee Member. |
| 66 | Working Committee appointed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Executive Committee. |
| Bye-Laws | |
| 67 | The Association in General Meeting may from time to time make, add to, alter and/or repeal bye-laws for the regulation of the Association, its members, officers, servants and agents provided that no bye-laws shall be inconsistent with these Articles. |
| Honorary Presidents and Legal Advisers | |
| 68 | The Executive Committee may appoint any person or persons to be the honorary president or presidents of the Association who shall be entitled to attend the meetings of the Executive Committee but they shall not be entitled to vote thereat. |
| 69 | The Executive Committee may appoint legal adviser or advisers of the Association, whose term of office shall be the same with that of the Executive Committee. The Executive Committee shall also determine his remuneration, if any. |
| Honorary Secretary | |
| 70 | The Honorary Secretary shall be appointed by the Executive Committee. Only the Individual Members of Zhang's Clansmen are eligible to appoint as the Honorary Secretary for such terms as it may think fit. The Executive Committee may from time to time appoint an Assistant Honorary Secretary and any person so appointed may act in place of the Honorary Secretary if there is no Honorary Secretary or no Honorary Secretary capable of acting. |
| 71 | The Honorary Secretary shall have custody of the Association's Bye-Laws and Rules. He shall keep an accurate record of all proceedings of General Meetings and Executive Committee Meetings and of all correspondence and proceedings of the Association. |
| Honorary Treasurer | |
| 72 | The Honorary Treasurer shall be appointed by the Executive Committee. Only the Individual Members of Zhang's Clansmen are eligible to appoint as the Honorary Treasurer for such terms as it may think fit. The Executive Committee may from time to time appoint an Assistant Honorary Treasurer and any person so appointed may act in place of the Honorary Treasurer if there is no Honorary Treasurer or no Honorary Treasurer capable of acting |
| 73 | The Honorary Treasurer shall be responsible for the receipts of all moneys payable to the Association. The receipt of the Honorary Treasurer or in his absence the Assistant Honorary Treasurer for all moneys coming to the Association shall be a sufficient discharge. |
| 74 | All moneys received by the Association shall be kept at an appointed bank and all cheques shall be signed such manner as determined by the Executive Committee. |
| The Seal | |
| 75 | The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Executive Committee and in the presence of two Executive Committee Members and those Executive Committee Members shall sign every instrument to which the seal of the Association is so affixed in their presence. |
Accounts | |
| 76 | The Executive Committee shall cause proper books of account to be kept with respect to all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place and the assets and liabilities of the Association. |
| 77 | The book of account shall be kept at the registered office of the Association, or at such other place or places as the Executive Committee thinks fit, and shall always be open to the inspection of the Executive Committee Members. |
| 78 | The Executive Committee shall from time to time determine at which 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 the members not being members of the Executive Committee and no member (not being member of the Executive Committee) shall have any right of inspecting any accounts or books or documents of the association except as conferred by the Ordinance or by the memorandum of association or authorized by the Executive Committee or by the Association in General Meeting. |
| 79 | The Executive Committee shall from time to time in accordance with Section 122 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 that section. |
| 80 | A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in General Meeting together with a copy of the auditors' report shall not less than twenty-one days before the date of the meeting be sent to all persons entitled to receive notice of General Meeting of the Association. |
Audit | |
| 81 | Auditors shall be appointed and their duties regulated in accordance with the Ordinance. |
Notices | |
| 82 | Every member entitled to receive notice of General Meetings shall register with the Association an address in Hong Kong to which notices can be sent and if any member shall fail to do so, notice may be given to such member by sending the same in any of the manner hereinafter mentioned to his last known place of business or residence or, if there be none, by posting the same for one week at the registered office of the Association. |
| 83 | A notice may be given by the Association to any member either personally or be sending it by post to him to his registered address. |
| 84 | When a notice is sent by post, service of notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the expiration of twenty-four hours after the letter containing the same was posted. |
Indemnity | |
| 85 | Every member of the Executive Committee, Working Committee, sub-committee, officer or other servant of the Association shall be indemnified by the Association against all liability incurred by him as such member of the Executive Committee, Sub-Committee, Working Committee, officer or servant in defending and proceedings, whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with an application under Section 358 of the Ordinance in which relief is granted to him by the Court. |
| Winding Up | |
| 86 | 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 presents. |
Interpretation | |
| 87 | Any question as to the interpretation of these Articles and the bye-laws of the Association shall be left to the Executive Committee whose decision shall be final. |
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