Established in 1970 Incorporated under the Companies Ordinance (Chapter 32) on 12 January 1998

Transcription

1 Established in 1970 Incorporated under the Companies Ordinance (Chapter 32) on 12 January 1998

2 Incorporated on the 12 th day of January THE COMPANIES ORDINANCE, (CHAPTER 32) Company Limited by Guarantee and Not Having a Share Capital MEMORANDUM OF ASSOCIATION OF HONG KONG FEDERATION OF HANDICAPPED YOUTH 1 st. The name of the company is HONG KONG FEDERATION OF HANDICAPPED YOUTH (hereinafter referred to as the Federation ). 2 nd. The Registered Office of the Federation will be situated in Hong Kong. 3 rd. The objects for which the Federation is established are:- 1. To do such acts or things as are necessary for or incidental to achieving the following charitable purposes in Hong Kong:- i. To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as Hong Kong Federation of Handicapped Youth. ii. iii. To promote the welfare of the handicapped people. Only in furtherance of its objects, to consider, make representation to, and to advise any authority on any matters concerning human rights, welfare, interests, facilitation and rehabilitation of people with disabilities in any way whatsoever, and to send a representative or representatives to serve any committee concerned with any of such matters. 2

3 iv. To do such things for the people with disabilities generally or of members of the Federation as may seem requisite or desirable. v. To operate a workshop or workshops for the employment of people with disabilities and a driving school or schools for people with disabilities. 2. For the purpose of achieving the objects as stated in paragraph 3(1). The Federation shall be entitled:- i. To print, publish, collect, distribute publications booklets, documents, notices relating to the Federation and distribute and despatch the same to members for their information and reference. ii. iii. iv. To acquire by purchase, lease or otherwise, lands, buildings, tenements or hereditaments and to build and construct buildings and to maintain the same, and to lease or let out buildings, offices or premises not immediately required for use by the Federation, and to furnish, alter, enlarge, repair, uphold and maintain such buildings and premises, and generally to purchase, take or lease or in exchange, hire or otherwise acquire, property and any rights or privileges which the Federation may think necessary or convenient for the purposes of the Federation. To purchase, hire, make or provide and maintain and to sell or otherwise dispose of all kinds of furniture, plate, linen, glass, books, papers, periodicals, stationery, billiard tables, cards, games, tools implements, utensils and other things required or which may be conveniently used in connection with the premises of the Federation. To hire and employ all classes of persons considered necessary for the purposes of the Federation and subject to Clause 5 hereof to pay to them and to other persons in return for services rendered to the Federation salaries, wages, gratuities and pensions. v. To promote and hold either alone or jointly with any other company, clubs, or persons, meetings and matters for all kinds of sports or pastimes, and to offer, give or contribute towards, prize, medals, and awards therefor, and to promote, give or support dinners, balls, concerts and other entertainment. vi. vii. viii. To grant scholarships and prizes. To accept gifts, donations and endowments for all or any of the purposes herein provided. Subject to Clause 5 hereof to grant gratuities, donations, pensions and emoluments to any member or ex-member of the Federation or any person at any time in the employment of the Federation, or engaged in any business acquired by the Federation, and the wives, widows, families and dependents of any such persons. 3

4 ix. To establish, support, subscribe to and aid in the establishment and support of funds, trusts, associations or institutions calculated to benefit the disabled people generally provided that any such fund, trust, association or institution shall have objects similar to the objects of the Federation and prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Federation under or by virtue of Clause 5 below and that the Federation shall not thereby acquire any subsidiary. x. To subscribe money for the relief of distress caused by natural disasters or other exceptional calamities. xi. xii. xiii. xiv. xv. xvi. xvii. To receive contributions, subscriptions or donations for any of the aforesaid purposes from members of the Federation, employees or others. To make such donations, endowments, loans or financial assistance to such charitable organizations, in Hong Kong or places outside Hong Kong for such purposes and in such manner as the Federation shall see fit. To raise funds for all or any of the purposes of the Federation by means of subscriptions, levies on members, donations, appeals and such other means as the directors may from time to time think fit. To carry on any business which may seem to the Federation capable of being conveniently carried on in connection with the above objects or calculated, directly or indirectly, to enhance the value of or render profitable any of the property or rights of the Federation. To acquire or undertake the whole or any part of the business, property or liabilities of any person or company carrying on any undertaking or business which the Federation is authorized to carry on or possessed of property suitable for the purposes of the Federation. To take or otherwise acquire and hold shares in any other company having objects altogether similar to those of this Federation provided that any such other company shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Federation under or by virtue of Clause 5 below and that the Federation shall not thereby acquire any subsidiary. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Federation or for any other purpose which may seem directly or indirectly calculated to benefit the Federation. The said company or companies, shall have the similar objectives of the Federation, and shall contain in its/their constitutions restriction on distribution of income and property among its/their members to an extent at least as great as is imposed in Clause 5 of this Memorandum. xviii. To invest and deal with the moneys of the Federation not immediately required in such manner as may from time to time be determined. 4

5 xix. xx. xxi. xxii. To borrow or raise or secure the payment of money in such manner as the Federation shall think fit and in particular by the issue of debentures, with such maturity period as the Federation may see fit, charged upon all or any of the Federation s property (both present and future), and to purchase, redeem, or pay off any such securities. To remunerate any person or company for services rendered or to be rendered in placing or guaranteeing the placing of any debentures, or other securities of the Federation or in or about the formation or promotion of the Federation or the conduct of its business. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, debentures and other negotiable or transferable instruments. To sell or dispose of the undertaking of the Federation or any part thereof for such consideration as the Federation may think fit, and in particular for shares, debentures or securities of any other company having objects altogether similar to those of the Federation. xxiii. To adopt such means of making known the operations of the Federation as may seem expedient, including but not limited to advertising in the press, distributing notices and circulars, publishing books and periodicals and making use of any other means of communication. xxiv. To procure the Federation to be registered or recognized in any foreign country or territory. xxv. To sell, improve, manage, develop, exchange, lease, mortage, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Federation. xxvi. To appoint any agent or agents for the collection and recovery of any monies receivable by the Federation in the exercise of this powers or otherwise for the purpose of the exercise of any of such powers. xxvii. To do all or any of the above things in Hong Kong or any other country or territory abroad and as principals, agents, contractors, trustees, or otherwise, and by or through trustees, agents or otherwise, and either alone or in conjunction with others. xxviii. To do all such other lawful things as are incidental or conducive to the attainment of the above objects. Provided that: (a) In case the Federation shall take or hold any property which may be subject to any trusts, the Federation will only deal with or invest the same in such manner as allowed by law, having regard to such trusts. (b) The objects of the Federation shall not extend to the regulation of relations between workers and employers or organizations of workers and organizations of employers. 5

6 (c) The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded. 4 th. The liability of the members is limited. 5 th. 1. The income and property of the Federation, however derived, shall be applied solely towards the promotion of the objects of the Federation as set out in this Memorandum of Association. 2. Subject to sub-clauses (4) and (5) below, no portion of the income and property of the Federation shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Federation. 3. No member of the Board of Directors or Governing Body of the Federation shall be appointed to any salaried office of the Federation or any office of the Federation paid by fees and no remuneration or other benefit in money or money s worth (except as provided in sub-clause (5) below) shall be given by the Federation to any member of the Board of Directors or Governing Body. 4. Nothing herein shall prevent the payment, in good faith, by the Federation of reasonable and proper remuneration to any officer or servant of the Federation, or to any member of the Federation not being a member of the Board of Directors or Governing Body of the Federation in return for any services actually rendered to the Federation. 5. Nothing herein shall prevent the payment, in good faith, by the Federation:- i. to any member of its Board of Directors or Governing Body of out-of-pocket expenses; ii. iii. iv. of interest on money lent by any member of the Federation or its Board of Directors or Governing Body at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar loans; of reasonable and proper rent for premises demised or let by any member of the Federation or of its Board of Directors or Governing Body; of remuneration or other benefit in money or money s worth to a body corporate in which a member of the Federation or of its Board of Directors or Governing Body is interested solely by virtue of being a member of that body corporate by holding not more than a one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes. 6. No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (4) and (5) above. 6 th. Every member of this Federation undertakes to contribute to the assets of the Federation in the event of its being wound up while that he is a member, or within 1 year afterwards, for payment of the debts and liabilities of the Federation contracted before he ceases to be a member, and the costs, charges and expenses or winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding HK$10. 6

7 7 th. If upon the winding up or dissolution of the Federation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, this shall not be paid to or distributed among the members of the Federation; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Federation, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Federation under or by virtue of Clause 5 above, such institution or institutions to be determined by the members of the Federation at or before the time of dissolution and in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds and, if this provision cannot be effected, then to some charitable object. 7

8 We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into the Federation in pursuance of this Memorandum of Association:- Name, Addresses and Descriptions of Subscribers (Sd.) CHUNG KAM SHU CHUNG KAM SHU ( ) Flat 10, 11/F., Yan Mui House, Yan Ming Court, Junk Bay, Kowloon, Hong Kong. Occupation: Civil Servant (Sd.) KWONG LAN HEUNG KWONG LAN HEUNG( ) Flat 1904, Tower 20, Heng Fa Chuen, Chai Wan, Hong Kong. Occupation: Technical Officer (Sd.) CHOW WING HONG CHOW WING HONG ( ) Unit 9, 17 th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong. Occupation: Accountant Dated the 9 th day of December, WITNESS to the above signatures:- (Sd.) Chan Hui Tong Solicitor, Hong Kong SAR 40/F., Bank of China Tower, 1 Garden Road, Hong Kong. 8

9 We, the several persons, whose names, addresses and descriptions and hereto subscribed, are desirous of being formed into the Federation in pursuance of this Memorandum of Association:- Names, Addresses and Descriptions of Subscribers (Sd.) LAM TUNG KI LAM TUNG KI ( ) Flat 1904, Tower 20, Heng Fa Chuen, Chai Wan, Hong Kong. Occupation: Marketing Executive (Sd.) CHEUNG KIN FAI CHEUNG KIN FAI( ) Flat 2106, Fei Fung House, Choi Wan Estate, Kowloon. Occupation: Assistant Clerical Officer (Sd.) KWONG FUNG MEI KWONG FUNG MEI( ) Room 607, Pak Yeung Lau, 12 Pak Fu Road, North Point, Hong Kong. Occupation: Secretary Dated the 9 th day of December, WITNESS to the above signatures:- (Sd.) Chan Hui Tong Solicitor, Hong Kong SAR 40/F., Bank of China Tower, 1 Garden Road, Hong Kong. 9

10 THE COMPANIES ORDINANCE, (CHAPTER 32) Company Limited by Guarantee and Not Having a Share Capital ARTICLES OF ASSOCIATION OF HONG KONG FEDERATION OF HANDICAPPED YOUTH Interpretation 1. In these Articles:- Basic Member means basic member of the Federation as defined in article 6. Director or director means director of the Federation; that is Elected Director. Federation means the company registered as the Hong Kong Federation of Handicapped Youth. general meeting means general meeting of the members of the Federation. Honorary Member means honorary member of the Federation as defined in article 5. Member or member means member, including Basic or Usual Member of the Federation. Ordinance means the Companies Ordinance, Chapter 32. seals means the common seal of the Federation. Secretary or secretary means any person appointed to perform the duties of the secretary of the Federation who shall be the head staff in charge of the administration of the Federation or any person appointed by the directors. Usual Member means usual member of the Federation as defined in article 7. 10

11 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. 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 Federation. Words importing the singular number only shall include the plural and vice versa and words importing masculine gender shall include feminine and neuter genders. Members 2. For the purposes of registration, the number of members of the Federation is declared not to exceed 10, The members of the Federation shall be:- (a) the signatories to the Memorandum of Association, classified as Honorary Members as defined in article 5, Basic Members as defined in article 6, Usual Member as defined in article 7 or such other class or classes of members as the directors may determine in accordance with article 4(d); and (b) every person who was at the date of the incorporation of the Federation a valid member of the Hong Kong Federation of Handicapped Youth referred to in paragraph 3(1)(i) of the Memorandum of Association and who did not within two months from the date of incorporation give notice in writing to the secretary of the Federation that he did not desire to be a member of the Federation; and (c) such other persons as the directors shall admit to membership. 4. Members may be:- (a) Honorary Members, (b) Basic Members, (c) Usual Members, or (d) Such other class or classes of members having such right, privileges and obligations of membership as the directors may from time to time determine, subject to the prior approval of the Registrar of Companies. 11

12 5. Honorary Members Any distinguished or prominent persons as the directors may think fit to invite shall be Honorary Members of the Federation, who shall not pay entrance fee but shall be entitled to all the privileges and benefits of Memberships, except that they shall have no voice in the management of the Federation and shall accordingly not be entitled to vote. 6. Basic Members Every people with disabilities who (a) is in sympathy with the objects of the Federation and (b) has been an Usual Member for 2 years or more shall be eligible for basic membership. Every Basic Member shall pay the prescribed entrance fee and annual subscription. No person under the age of 18 shall be a Basic Member of the Federation. Every Basic Member shall be entitled to be present and vote in every general meeting and shall be entitled to elect and be elected as directors in accordance with this Articles of Association. 7. Usual Members Any person or persons who is or are (a) in sympathy with the objects of the Federation and (b) interested in joining the work and activities of the Federation, are eligible to apply as Usual Members. Their rights and obligations shall be the same as the Basic Members, but they shall not be entitled to (a) elect or to be elected as Elected Directors and (b) to vote in any general meeting. 8. Any person with disability, regardless of his age and nationality or any organization, may become a Friend of the Federation. 12

13 The directors have absolute discretion to determine (a) whether a person or an organization shall be accepted or rejected as a friend of the Federation; (b) the terms and conditions, including the payment of fee, if any, by such friend; (c) the cancellation of any person or organization as a friend of the Federation and (d) the procedures and manner by which (a) to (c) above shall be administered. The Federation may strengthen the communication and relationship between itself and the Friends of the Federation by any means, including but not limited to sending to them circulars, newsletter or other forms of publications or communicating with them through electronic means such as internet and s. Application and Admission 9. Every application for membership shall be in writing signed by the candidate giving such particulars as shall be required by the directors in such form as the directors shall from time to time think fit. 10. Admission to membership shall be at the discretion of the directors and shall be decided in such manner as may be prescribed from time to time. 11. The Federation shall send to each Basic Member within a reasonable period of time after his admission to membership written notice thereof together with a copy of the Memorandum and Articles of Association for the time being of the Federation and he shall thereupon become entitled to the privileges and subject to the obligations of membership as a Basic Member. The Federation shall send to each Usual Member within a reasonable period of time after his admission to membership written notice informing him that he may inspect the Memorandum and Articles of Association of the Federation within a reasonable period of time as determined by the directors and he shall, upon the expiry of such period, be regarded as having accepted his admission to membership and become entitled to the privileges and subject to the obligations of membership as an Usual Member. 12. Acceptance of admission to membership shall be taken as conclusive proof of assent to the Memorandum and Articles of Association for the time being of the Federation. 13

14 Resignation or Withdrawal 13. Any member may resign his membership by giving to the Federation notice in writing to that effect. Every such notice shall take effect as on the last day of the month in which it is given, provided however that the Federation shall not be liable to refund any subscriptions or dues paid in advance. 14. Members having resigned from the Federation and wish to rejoin can only do so as provide articles 9 to 12 hereof. 15. It shall be the duty of the directors if at any time they shall be of the opinion that the interests of the Federation so require to invite by letter any member or members to withdraw from membership within a specified time; in default of such withdrawal from membership the question of expulsion may be submitted to an extraordinary general meeting. At such meeting the member or members whose expulsion is under consideration shall be allowed to offer an explanation of their objection verbally or in writing, and if majority of the members present vote for expulsion, the member or members concerned shall thereupon cease to be member or members of the Federation. 16. No person ceasing to be a member of the Federation shall have any right or claim upon the Federation or its property and funds. General Meetings 17. The first General Meeting shall be held at such time not less than one month and not more than twelve months after the incorporation of the Federation and at such place as the directors may determine. 18. The Federation 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 Federation and that of the next. The annual general meeting shall be held at December of each year unless the directors otherwise determined and at such place as the directors shall appoint. 19. All general meetings other than annual general meetings shall be called extraordinary general meetings. 14

15 20. The directors 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 133 of the Ordinance. Saved that 40 or such a smaller number of Basic Members as prescribed by section 113 of the Ordinance being entitled to request the convention of a general meeting signed personally will be sufficient to raise such requisition. If at any time there are not within Hong Kong sufficient directors capable of acting to form a quorum, any director of the Federation may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. Notice of General Meetings 21. 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 Federation 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 Federation in general meeting, to such persons as are, under the articles of the Federation, entitled to receive such notices from the Federation: Provided that a meeting of the Federation 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. 22. 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. 15

16 Proceedings at General Meetings 23. 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 directors and auditors, the appointment of, and the fixing of the remuneration of, the auditors. 24. No business shall be transacted at any general meeting unless a quorum of members in 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, 40 basic members present in person shall be a quorum. 25. 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 directors 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 quorum. 26. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the Federation, 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 Federation of his intention not to attend the meeting, the directors present shall elect one of their members to be chairman of the meeting. 27. If at any meeting no director is willing to act as chairman or if no director is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be chairman of the meeting. 28. 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. 16

17 29. At any general meeting a resolution put to the vote of the meeting shall be decided on show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:- (a) by the chairman; or (b) by at least 5 members present in person or by proxy; or (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll be so demanded a declaration by the chairman that a resolution has on a show hands been carried or carried unanimously, or by a particular majority, or lot and an entry to that effect in the book containing the minutes of proceedings of the Federation shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. The demand for a poll may be withdrawn. 30. Except as provided in article 32, 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. 31. 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. 32. 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. Votes of Members 33. Every Basic Member shall have 1 vote. 17

18 34. 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. 35. No member shall be entitled to vote at any general meeting unless all moneys payable by him to the Federation in his capacity as member, and which have been outstanding for more than 1 month after they fell due for payment, have been paid. 36. On a poll votes may be given either personally or by proxy. 37. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing. A proxy need not be a member of the Federation. No person shall be a proxy of more than 1 member. 38. 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 Federation or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, not less than, 72 hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote. Directors 39. The term of office of an Elected Director shall commence from the first day of January subsequent to his being elected in accordance with this Articles of Association. Any Basic Member aged at between 18 to 60 is entitled to elect and to be elected as an Elected Director. 40. Directors are members of the board of directors of the Federation which is the governing body of the whole organization. The number of Elected Directors shall be 10, and the names of the first directors shall be determined in writing by the subscribers of the Memorandum of Association or majority of them. 18

19 Election of Elected Directors 41(A) A Basic Member who is a candidate for election as an Elected Director shall be nominated by three other Basic Members. The nomination referred to in this article shall be (a) in writing; (b) proposed by one Basic Member and seconded by another two Basic Members; and (c) accompanied by a notice in writing signed by the candidate that he is willing to offer himself for election as an Elected Director. 41(B) The nomination paper and notice referred to in article 41(A) shall be lodged with the Secretary not less than 8 weeks prior to the annual general meeting. 41(C)A candidate may withdraw at any time before the election is held. 41(D) The Secretary shall, not less than 6 weeks prior to the annual general meeting, send to each Basic Member a notice containing the names of the candidates who have been nominated for election. 41(E)If the number of Basic Members nominated as candidates for election: (a) is less than or does not exceed the number of vacancies which would arise due to articles 48 or 52(b), the candidates shall be deemed to have been elected as Elected Directors with effect from the first day of the next coming January; or (b) exceeds the number of vacancies which would arise due to article 48 or 52(b), the election shall be determined by ballot, and the candidates so elected shall hold office as Elected Directors with effect from the first day of the next coming January. 41(F) If a ballot is to be held under article 41(E)(b), the Secretary shall not less than 6 weeks prior to the annual general meeting, send a ballot paper to each Basic Member. 41(G) The ballot paper shall contain: (a) the names of the candidates, in alphabetical order of surnames, for election as Elected Directors; and (b) a statement of the number of vacancies in respect of Elected Directors. 41(H) A Basic Member shall be entitled to cast one vote in respect of each vacancy. 41(I) The ballot shall be counted not less than 1 week before the annual general meeting. The ballots shall be counted with the witness of a senior staff and member representatives who present on their personal accord. 19

20 41(J) Every Basic Member shall have the right to attend the ballot counting and shall be notified by the Secretary the date, time and place of the ballot counting not less than 2 weeks prior to such counting. 41(K) Completed ballot papers shall be returned to the Secretary not less than 48 hours before the ballots are counted. 41(L) The result of the election shall be announce at the annual general meeting and the Elected Directors shall commence their terms of office with effect from the first day of the next coming January. Borrowing Powers 42. The directors may exercise all the powers of the Federation 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 Federation or of any third party. Powers and Duties of Directors 43. The business of the Federation shall be managed by the directors, who may pay all expenses incurred in promotion and registering the Federation, and may exercise all such powers of the Federation as are not, by the Ordinance or these articles, required to be exercised by the Federation 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 Federation in general meeting; but no regulation made by the Federation in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. 44. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Federation, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by at least two Directors or by one Director and the Secretary of the Federation. 45. The directors shall cause minutes to be made in books provided for the purpose:- (a) of all appointments of officers made by the directors; 20

21 (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the Federation, and of the directors, and of committees of directors; and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. Declaration of Interests 46(A) Any director who is in any way, directly or indirectly, interested in a contract or proposed contract with the Federation shall, if his interest in such contract or proposed contract is material, declare the nature of his interest at the earliest meeting of the directors at which it is practicable for him so to do notwithstanding that the question of entering into the contract is not taken into consideration at that meeting. 46(B) Where a director gives to the directors a general notice stating that, by reason of facts specified in the notice, he is to be regarded as interested in contracts of any description which may subsequently be made by the Federation, that notice shall be deemed for the purposes of articles 46(A) and 46(B) to be a sufficient declaration of his interest, so far as attributable to those facts, in relation to any contract of that description which may subsequently be made by the Federation; but no such general notice shall have effect in relation to any contract unless it is given before the date on which the question of entering into the contract is first taken into consideration on behalf of the Federation. 46(C) In articles 46(A) and 46(B), contract, in relation to the Federation, means a contract which is of significance in relation to the Federation s operation. 46(D) All directors shall report to the Federation any interests he has in any business, firm, company or organization which may be related to the objects or operation of the Federation, within the time limit and in the form and manner as determined by the directors. The scope of interests covered under such reporting requirement shall be decided by the directors and all members shall have the right to access the information of such report after giving to the board of directors a written notice of not less than 7 days. 46 (E) Notwithstanding anything in Articles 46(A) to 46 (D) above, the Federation shall not enter into a contract with any director in contravention of Clause 5 of the Memorandum. 21

22 Disqualification of Directors 47. The office of director shall be vacated if the director:- (a) holds any other office of profit under the Federation; or (b) becomes bankrupt or makes any arrangement or composition with his creditors general; or (c) becomes of unsound mind; or (d) resigns his office by notice in writing to the Federation given in accordance with section 157D(3)(a) of the Ordinance; or (e) shall for more than 6 months have been absent without permission of the directors from meetings of the directors held during that period; or (f) is directly or indirectly interested in any contract (being a contract of significance in relation to the Federation s operation) with the Federation and, if his interest in the contract is material, fails to declare the nature of his interest in manner required by articles 46(A) and 46(B); or (g) makes any inaccurate, misleading or false statement or representation when he declares his interests in accordance with articles 46(A), 46(B) and 46(D); or fails to declare his interests in accordance with articles 46(A), 46(B) and 46(D) or resolutions passed by the directors or members. A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted. Rotation of Directors 48. At the first annual general meeting of the Federation all the directors shall retire from office, and at the first day of January in every subsequent two years starting from 1 January 2006, half of the Elected Directors for the time being or, if their number is not a multiple of 2, then the number nearest one-half, shall retire from office. 49. The Elected Directors to retire in every two years shall be those who have been longest in office since their last election, but as between Elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 50. A retiring director shall be eligible for re-election. 51. Any vacancy arising from the retirement of Elected Directors in accordance with articles 48 and 52(b) shall be filled by election organized in according to article 41 (A) to 41(L). 22

23 52. Notwithstanding any other provisions in this Articles of Association, if any vacancy of Elected Director shall arise and: (a) the outstanding term of office of such vacancy exceeds 12 months, such vacancy shall be filled by election organized in according to article 41(A) to 41(L) except that when applying these articles to the captioned election, the phrases the annual general meeting and the first day of the next coming January appear in these articles shall be replaced by the phrase the commencement date determined by the directors and the person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become an Elected Director on the day on which the Elected Director in whose place he is appointed was last elected an Elected Director; or (b) the outstanding term of office of such vacancy does not exceed 12 months, the directors may, by passing a resolution by two-third of the then existing directors, appoint any Basic Member who satisfies the requirements of article 39 to be an Elected Director, to fill the vacancy and such Elected Director 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 Elected Directors who are to retire by rotation at such meeting. 53. The Federation may by special resolution remove any director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Federation and such director. Proceedings of Directors 54. Directors shall convene a board meeting in 28 days after each annual general meeting for the purpose of electing Chairman of the board and assigning job of each director and shall give notice to all members of such resolutions in two months after the annual general meeting. 55. The directors may meet together, for the dispatch 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 director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Hong Kong. 23

24 56. The quorum necessary for the transaction of the business of the directors shall be half of the then exiting directors but shall in no event be less than two. 57. The continuing directors 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 Federation as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Federation, but for no other purpose. 58. The director 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 directors present may choose one of their number to be chairman of the meeting. 59. All acts done by any meeting of the directors or of a directors, or by any person acting as a director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director 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 director. 60. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Secretary 61. The secretary shall be appointed by the director 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 director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary. 24

25 The Seal 63. The director shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorized by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director. Accounts 64. The directors shall cause proper books of account to be kept with respect to:- (a) all sums of money received and expended by the Federation and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the Federation; and (c) the assets and liabilities of the Federation. 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 Federation s affairs and to explain its transactions. 65. The books of account shall be kept at the registered office of the Federation, or, subject to section 121(3) of the Ordinance, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. 66. The directors 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 Federation or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of Federation except as conferred by statute or authorized by the directors or by the Federation in general meeting. 67. The directors 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 Federation in general meeting such income and expenditure statements, balance sheets, group accounts (if any) and reports as are referred to in those sections. 25

26 68. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Federation in general meeting, together with a copy of the directors report and a copy of the auditor s report, shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Federation: Provided that this article shall not require a copy of those documents to be sent to any person of whose address the Federation is not aware or to more than one of the joint holders of any debentures Audit 69. Auditors shall be appointed and their duties regulated in accordance with sections 131, 132, 133, 140, 140A, 140B, and 141 of the Ordinance. Notices 70. Notices shall be given to all members of the Federation at their registered addresses. Every member shall give the Federation an address for serving notices. 71. Subject to Section 165 of the Ordinance, every director, managing director, agent, auditor, secretary and other officer for the time being of the Federation shall be indemnified out of the assets of the Federation against any liability incurred by him in the proper and reasonable discharge of his duties in relation to the Federation in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in connection with any application under section 358 of the Ordinance in which relief is granted to him by the court provided that none of the assets of the Federation shall be applied either directly or indirectly in payment of the whole or part of any fine or penalty imposed upon any person by sentence or order of a Court of justice. 72. Directors shall be entitled to be indemnified out of the assets of the Federation against all losses or liabilities (including any such liability as is mentioned in paragraph (c) of the proviso to section 165 of the Ordinance) which he may sustain or incur in or about the proper and reasonable execution of the duties of his office, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Federation in the proper and reasonable execution of the duties of his office or in relations thereto. But this Article shall only have effect in so far as its provision are not avoided by the Ordinance. 26

27 Winding Up 73. The Provisions of Clause 7 of the Memorandum of the Federation relating to the winding up or dissolution of the Federation shall have effect and be observed as if the same were repeated in this article. 74. No addition, alteration or amendment shall be made to or in the Memorandum of Association or these Articles of Association for the time being in force, unless such alteration has previously been submitted to and approved by the Registrar of Companies in writing. Director and Membership Transition Arrangement 75(A)Any person who is an Honorary Member on or before the Effective Date shall remain as an Honorary Member. (B) Any person who is an Ordinary Member on or before the Effective Date shall become a Basic Member on condition that (a) he satisfies the requirements of becoming a Basic Member effective from the Effective Date; (b) he has made application to the directors in the form and manner as required by the directors; and (c) his application has been accepted by the directors, whose decision on such acceptance shall be final and conclusive. The making of an application as described in (a) above by such person shall be taken as conclusive proof of his assent to the Memorandum and Articles of Association effective from the Effective Date. (C) Any person who is an Ordinary Member on or before the Effective Date shall become an Usual Member after that date on condition that (a) he satisfies the requirements of becoming an Usual Member effective from the Effective Date; (b) he has made application to the directors in the form and manner as required by the directors; and (c) his or her application has been accepted by the directors, whose decision on such acceptance shall be final and conclusive. The making of an application as described in (a) above by such person shall be taken as conclusive proof of his assent to the Memorandum and Articles of Association effective from the Effective Date. 27