PRINCIPLE OF. Management. Lecturer: Sherman Chui For: Company/Organization Formation

Transcription

1 PRINCIPLE OF Management Lecturer: Sherman Chui For: Company/Organization Formation What is Articles of Incorporation? Composition of Articles of Incorporation Corporation's name /address Corporation s purpose Shares Directors etc What is Constitution? Composition of Constitution Mensa HK Constitution The Constitution of United States 1

2 Articles of Incorporation What is Articles of Incorporation? Articles of incorporation is a legal document that set forth a corporation's basic information, such as its location, profit/nonprofit status, board composition, and ownership structure. 2

3 Composition of Articles of Incorporation Corporation's name and address Corporation's purpose The corporation is profit or nonprofit The name and address of the corporation's registered agent The number of shares authorized The classes and par values of these authorized shares The directors Name of the Company The name of the company is ENGLISH COMPANY NAME 公司中文名稱 The registered office of the company will be situated in Hong Kong. The liability of the members is limited. 3

4 Purpose of the Company The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws. Shares Subject to sections 49 to 49S of the Ordinance, the company may issue shares on the terms that they are, or at the option of the company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by the company's articles of association. 4

5 Share Capital The share capital of the company is [HKD10,000] divided into [10,000] [Ordinary] share(s) of [HKD1] each. The class of the share should be only one class. Rights of Shareholders To attend general meeting Vote on the directors nominated by the board Nominate directors To a share of the company s profits To receive a copy of the company s annual accounts To a final distribution of winding up 5

6 Directors Powers and Duties of Directors Subject to the provisions of the Ordinance, the memorandum and articles and to any directions given by special resolution, the business and affairs of the company shall be managed by the directors, who may exercise all the powers of the company Disqualification of Directors Ceases to be a director by virtue of section 155 of the Ordinance; or becomes bankrupt or makes any arrangement or composition with his creditors generally; or becomes of unsound mind; or Numbers of Directors The number of directors of the Corporation initially shall be 4, which number may be increased or decreased by the Board of Directors, but shall never be less than the minimum number required by the Ordinance. 6

7 Voting Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have 1 vote, and on a poll every member shall have 1 vote for each share of which he is the holder. Winding up If the company shall be wound up the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Ordinance, divide amongst the members in specie or kind the whole or any part of the assets of the company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. 7

8 Indemnity Every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in relation to the company 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. Constitution 8

9 What is Constitution? Fundamental and entrenched rules governing the conduct of an organization or nation state, and establishing its concept, character, and structure. Composition of constitution Shareholders Directors General Meeting Secretary The Seal Dividends and Reserve Accounts Audit Notices Winding Up Indemnity 9

10 The Constitution of Mensa Hong Kong THE COMPANIES ORDINANCE (CHAPTER 32) Company Limited by Guarantee and not having a share capital MEMORANDUM OF ASSOCIATION OF HONG KONG MENSA LIMITED The name of the Company is HONG KONG MENSA LIMITED (hereinafter called.hk Mensa.). The registered office of HK Mensa shall be situated in Hong Kong. 10

11 Membership Number of Members The number of the Members with which HK Mensa proposes to be registered shall be 10,000,.. Eligibility Persons who have obtained a score within the upper two percent of the general population on an intelligence test Place of membership Persons eligible for membership shall, upon proof of residency in Hong Kong and provided that they are not currently subject to any sanction imposed by HK Mensa Membership Transitional Clause 6 above shall not be a bar to membership whilst a Member leaves one National Mensa to join another. Conditions of membership As a condition of membership, Members shall abide by this Memorandum and Articles of Association Member in good standing A Member in good standing shall be a person who has accepted an offer of membership 11

12 Conduct of members Disputes with Mensa Save as otherwise provided Members having a dispute with HK Mensa, or with any other Member, arising out of Mensa related activities Disciplinary Actions Sanctions may be imposed by HK Mensa on any of its Members who commit an act inimical to Mensa, provided that a fair and impartial hearing has been conducted... Membership lists Every Member shall report his name, Hong Kong Identity Card number and/or passport number, address and address to the Honorary Secretary The Board Functions and duties of the Board Management and development of HK Mensa Composition and responsibilities The Board shall comprise:- a Chairman; a Vice Chairman, an Honorary Secretary; an Honorary Treasurer; and not less than 3 but not more than 5 other Members. Board Meetings The Board shall meet as often as necessary to effectively carry out its functions.. A quorum is formed only if more than half of the total number of Directors are present at a meeting. 12

13 Elections The term of office of the Directors is, subject to the provisions of this Memorandum and Articles of Association, 2 years. A Director cannot stay in the same position in the Board for more than 2 consecutive terms The election committee shall notify the Board, the office of International Mensa and all the candidates of the number of votes cast for each candidate as soon as practicable but in any event no later than 14 days after the election. Disqualification and Removal The office of a Director shall be vacated: if he ceases to be a Director if he becomes bankrupt or makes any arrangement or composition with his creditors generally; or if he is, or may be, suffering from mental disorder if he resigns his office in writing to the Board; if he ceases to be a Member 13

14 General Meetings Annual and other General Meetings Ten Members shall form a quorum at any General Meeting. If within 30 minutes of the appointed time a quorum cannot be formed, the meeting shall be adjourned and reconvened within one month.. Extraordinary General Meetings Members shall be notified in writing by the Chairman or the Honorary Secretary at least 21 days before the date of such meeting. Form of an instrument appointing a proxy I, of being a Member of Hong Kong Mensa entitled to attend and vote at the [Annual or Extraordinary, as the case may be] General Meeting of Hong Kong Mensa to be held on the day of, hereby appoint of as my proxy to vote for me on my behalf at the aforesaid general meeting 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). 14

15 Finance The books of account shall be kept at the registered office of HK Mensa. Auditor shall be appointed and his duties regulated in accordance with the Ordinance. Directors of the Board shall not be paid by HK Mensa except for reimbursement of expenses incurred on Mensa business. Amendments to Memorandum and Articles of Association Any alteration, amendment or addition to this Memorandum and Articles of Association shall be subject to the approval of a General Meeting of HK Mensa 15

16 Liabilities Neither HK Mensa nor the Directors nor any shall owe any liability or responsibility to a Member for any loss, damage, expense or claim that a Member may suffer, as a Member, however the same may be caused. The Seal The Chairman shall provide for the safe custody of the seal and every instruments to which the seal shall be affixed shall be signed by the Chairman and countersigned by a second Director. 16

17 Governing Law This Memorandum and Articles of Association shall be governed and interpreted in accordance with the laws of the Hong Kong Special Administrative Region. Relationship with International Mensa HK Mensa is affiliated with International Mensa, an unincorporated international society, and with its constituent member group. The Constitution of the United States 17

18 Article. I. Section. 1. All legislative Powers herein granted shall be vested in a Congress of the United States, which shall consist of a Senate and House of Representatives. Section. 2. The House of Representatives shall be. Section. 3. The Senate of the United States shall be Section. 4. The Times, Places and Manner of holding Elections for Senators and Representatives, shall Section. 5. Each House shall be the Judge of the Elections, Returns and Qualifications of its own Members, and a Majority of each shall.. Section. 6. The Senators and Representatives shall receive a Compensation for their Services, to be ascertained by Law, Section. 7. All Bills for raising Revenue shall originate in the House of Representatives; but the Senate may propose or concur with Amendments as on other Bills. Section. 8. The Congress shall have Power To lay and collect Taxes, Duties, Imposts. Section. 9. The Migration or Importation of such Persons as any of the States now existing shall think proper to admit, shall not be prohibited by the Congress Section. 10. No State shall enter into any Treaty, Alliance, or Confederation Article. II. Section. 1. The executive Power shall be vested in a President of the United States of America. He shall hold his Office during the Term of four Years.. Section. 2. The President shall be Commander in Chief of the Army and Navy of the United States Section. 3. He shall from time to time give to the Congress Information of the State of the Union, Section. 4. The President, Vice President and all civil Officers of the United States, shall be removed from Office 18

19 Article III. Section. 1. The judicial Power of the United States shall be vested in one supreme Court, and in such inferior Courts as the Congress may from time to time ordain and establish. Section. 2. The judicial Power shall extend to all Cases, in Law and Equity Section. 3. Treason against the United States, shall consist only in levying War against them Article. IV. Section. 1. Full Faith and Credit shall be given in each State to the public Acts, Records, and judicial Proceedings of every other State. Section. 2. The Citizens of each State shall be entitled to all Privileges and Immunities of Citizens in the several States. Section. 3. New States may be admitted by the Congress into this Union Section. 4. The United States shall guarantee to every State in this Union a Republican Form of Government Article. V. The Congress, whenever two thirds of both Houses shall deem it necessary, shall propose Amendments to this Constitution Article. VI. All Debts contracted and Engagements entered into, before the Adoption of this Constitution, shall be as valid against the United States under this Constitution, as under the Confederation Article. VII. The Ratification of the Conventions of nine States, shall be sufficient for the Establishment of this Constitution between the States so ratifying the Same. 19

20 Conclusion What is Articles of Incorporation? Composition of Articles of Incorporation What is Constitution? Composition of Constitution 20