CONSTITUTION OF THE UNIVERSITY OF TORONTO ALUMNI ASSOCIATION (HONG KONG) (Amended Wednesday 23 May 2001)

Transcription

1 CONSTITUTION OF THE UNIVERSITY OF TORONTO ALUMNI ASSOCIATION (HONG KONG) (Amended Wednesday 23 May 2001) Registered with the Hong Kong Police as a Society On 9 July 1999 Article 1 Interpretation 1. (a) In this Constitution save where the context otherwise requires- "the Association" means the abovenamed Society; "the Executive Committee" means the Members of the Executive Committee hereby constituted; "the Organizing Committee" ("OrCo") means the Members of the Organizing Committee hereby constituted; "General Meeting" means a General Meeting of the Members of the Association whether Bi-Annual or Extraordinary; "Executive Committee Meeting" means the monthly meetings of the Executive Committee which are not open to Members unless the Executive Committee states otherwise; and "Alumni" means alumni of the University of Toronto. (b) In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, and words importing any gender shall include all genders and vice versa. Article 2 Identification 1. The name of the Society is "UNIVERSITY OF TORONTO ALUMNI ASSOCIATION (HONG KONG)" (hereinafter called "the Association"). It shall function as a non-profit social organization. 2. The Registered Office of the Association will be situated in Hong Kong, at Suite 902, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong. Article 3 Objects 1. The objects for which the ASSOCIATION is established are:- (a) To maintain and foster the bonds of friendship among graduates and former students of the University of Toronto residing in Hong Kong.

2 (b) To keep in close contact with students from Hong Kong who are studying at the University of Toronto. (c) To establish and foster friendly relationships between graduates and past students of the University of Toronto and graduates and past students of other Universities residing in Hong Kong. (d) To promote cultural, educational, scientific and social activities among members of the Association and to establish and maintain social contacts with other educational and cultural institutions in Hong Kong. (e) To promote and cater for the welfare and interests of the graduates and past students of the University of Toronto. (f) To maintain close contact with all Canadian Universities. (g) To provide counseling service to prospective Hong Kong students who intend to enroll in the University of Toronto. (h) To hire all classes of persons considered necessary for the purposes of the Association and to pay them in return for services rendered to the Association. (i) To promote and hold either alone, or jointly, with any other association, club or persons, meetings, competitions, sporting or other leisure events and to offer, give or contribute toward prizes, medals, and awards thereto, and to promote, give or support dinners, balls, concerts and other entertainments. (j) To support and subscribe to any charitable or public body and any institution, society or club which may be for the benefit of the Association. (k) To do all such other lawful things as are incidental or conducive to the attainment of the above objects. Article 4 Membership 1. The Association, for the purpose of registration, is declared to consist of an unlimited number of members. 2. The Association is established for the purposes as expressed in Article Membership in the Association is open to any former student, graduate or under-graduate of the University of Toronto who will endeavor to support the

3 objectives and functions of the Association, who has completed the equivalent of 4 full courses at any of the campuses of the University of Toronto. 4. All Members in the Association shall have the right to attend and vote at any General Meeting of the Association as well as hold office pursuant to Articles 16, 17, and 18 hereto, and shall be referred to herein as an Ordinary Member or Member. Article 5 Membership Database Registration 1. Application for Membership Database Registration shall be made on the prescribed Application Form and delivered to the Association by mail, fax or electronic mail. Article 6 Membership Database Registration Subscriptions 1. The Membership Database Registration Subscriptions payable by Members of the Association shall be as decided by the Members in a General Meeting. 2. Membership Database Registration Subscriptions are not refundable and must be paid in such manner as may be stipulated in the Articles. 3. Any Member may at any time withdraw from the Association's Database by giving notice to the UTAA Office in writing to the Secretary but he will be held liable for any Membership Database Registration Subscription which may have fallen due before such notice is given. 4. Any member who shall by any means cease to be a Member, shall nevertheless remain liable for and shall pay to the Association all moneys which at the time of his ceasing to be a Member of the Database shall be due from him to the Association. Article 7 Structure of the Association 1. The Association shall be led by the Executive Committee and supported by various Members and/or appointed volunteers or Sub-Committees or Committees. 2. The Association shall also be supported by the University of Toronto Alumni Liaison Office (paid full-time staff) if such an office exists at the time. Article 8 Executive Committee

4 1. The Association shall have an Executive Committee consisting of the following members:- President Vice-President (Internal) Vice-President (External) Secretary Social Director Sports Director Honorary Treasurer Honorary Legal Adviser The make-up and designation of the Executive Committee may be altered from time to time as the Executive Committee or the Association in a General Meeting deem fit but its number may not exceed 15 members in total. Responsibilities of each of the above listed members, powers and specific procedures shall be set out in Article The first Executive Committee of the Association shall be the Executive Committee elected at the First Bi-Annual General Meeting of the UTAA on March 13, All officers of the Executive Committee shall be elected at the Bi-Annual General Meeting and hold office for two years unless re-elected. Retiring officers shall be eligible for re-election with no limits on consecutive terms. Article 9 Responsibilities of the UTAA Executive Committee (UTAA ExCo) Although each position has its own distinct responsibilities, the ExCo should strive to work together on all projects or events. For duties not assigned to any specific position, they should either be shared or undertaken by any ExCo member as appropriate. The shifting or sharing of the responsibilities assigned below, between different members is permitted provided that agreement is reached between the members involved and announced to the other ExCo members so that all ExCo members are aware of the changes in responsibilities. It is the responsibility of the ExCo to keep the UTAA Office informed of all activities and progress in various events. There shall be six elected positions, namely:-

5 President To provide guidance for the UTAA ExCo through the constant initiation of ideas and actions, as well as supporting and encouraging the ExCo in the execution of these ideas and actions. He/she will have executive voting power. Vice-President (Internal) To aid in expanding the UTAA membership database as well as strengthening ties within the UTAA via encouragement of database registration and promotion of UTAA events. He/she will have executive voting power. Vice-President (External) To increase UTAA's profile amongst other University Alumni Associations by liaising with them (Canadian & Non-Canadian) and informing U of T Alumni of their functions as well as informing these other Associations of ours. He/she should look for suitable opportunities to collaborate with these Alumni Associations. He/she will have executive voting power. Secretary To handle the administrative affairs involved with the ExCo meetings including the organisation of the meetings as well as the agendas and minutes. He/she will have executive voting power. He/she will serve as the custodian of all administrative documents of the UTAA. Social Director To take a leading role in the organisation and promotion of UTAA events. He/she will perform all the duties necessary to ensure that the UTAA events are operated appropriately. The OrCo will be on hand to aid the Social Director in these duties. He/she will have executive voting power. Sports Director To provide opportunities for U of T alumni to participate in various sporting events, such as the Dragon Boat races and the Canadian Sports Day. He /she should also initiate the organisation of regular sessions (eg. weekly) for various sports, such as badminton, volleyball, basketball, etc. He/she will have executive voting power. There shall be two appointed positions, namely:- Honorary Legal Advisor To provide legal advice to the ExCo with the aim of protecting the interests and integrity of the UTAA. He/she will have executive voting power.this position

6 shall be filled through appointment by a majority decision of the 5 out of 6 of the ExCo Members. Honorary Treasurer To act as the custodian of the UTAA account(s). He/she is responsible for ensuring that all accounts are regularly updated and are in such an order as to be fit for audit. He/she will have executive voting power. This position shall be filled through appointment by a majority decision of the 5 out of 6 of the ExCo Members. Article 10 Power of the Executive Committee 1. The management of the affairs and business of the Association shall be vested in the Executive Committee who may pay all the expenses incurred in the formation and registration of the Association and may exercise all such powers and do all such acts and things as the Association is by its Constitution or otherwise authorised to exercise and do and are not hereby required to be exercised or done by the Association in its General Meeting but subject nevertheless to this Constitution and to any regulations (not being inconsistent with this Constitution) from time to time made by the Association in the General Meeting; provided that no such legal regulation shall invalidate any prior act of the Executive Committee which would have been valid if such regulation had not been made. 2. If any vacancy shall occur in the 6 elected Executive Committee positions, the Committee shall have power to appoint such person as they deem fit (being an Ordinary Member of the Association) to fill the office so vacated until the next Annual General Meeting. 3. The Executive Committee shall have power at any time to appoint such Sub- Committee or Committees for such purposes as they deem fit and may determine the powers, functions and duties of any Sub-Committee or Committees. Details of any such Sub-Committee or Committees are set in Article The Executive Committee shall be responsible for the proper appropriation of the funds of the Association. Article 11 Proceedings of the Executive Committee

7 1. The Executive Committee may meet together for the dispatch of business; adjourn and otherwise regulate meetings and business as they may think fit. Meetings of the Executive Committee may be convened on the request of the President or by requisition in writing signed by two members of the Executive Committee stating the objects for which such meetings are to be convened and forwarded to the Secretary. Such meetings shall be referred to as ExCo Meetings. 2. The President or in his absence the Internal Vice-President shall preside at meetings of the Executive Committee or, in the absence of the President and Internal Vice-President, the External Vice-President shall preside at meetings of the Executive Committee or in the absence of them, Executive Committee Members present shall elect among themselves a person to preside over such meetings. 3. The quorum necessary for the transaction of the business of the Executive Committee shall be four (4) members of the Executive Committee personally present, save for the nomination and appointment of the Honorary Treasurer and Honorary Advisor which shall both be determined by the unanimous agreement of at least 5 out of 6 of the ExCo members. 4. Questions arising at any meeting shall be decided by a majority on a show of hands or by a silent vote and in case of an equality of votes the Chairman of the meeting shall cast the deciding vote. 5. The Continuing members of the Executive Committee may act notwithstanding any vacancy in that body but if so long as their number is reduced below the number fixed by or pursuant to the Constitution of the Association as the necessary quorum of members, the continuing members of the Executive Committee may act for purpose of (a) filling up vacancies in their body or (b) summoning a General Meeting of the Association but for no other purposes. 6. The Executive Committee may, if they think fit, transact any of their business by the circulation of papers or electronic mail, and a resolution in writing approved by the necessary quorum thereof for the time being in Hong Kong shall be valid and effectual as if it had been passed at a meeting of the Executive Committee. 7. A member of the Executive Committee may not receive any salary or remuneration for the responsibility of being a member of the Executive Committee but he shall be reimbursed out of the funds of the Association in

8 respect of traveling and other expenditure properly incurred in and about the affairs of the Association. 8. Except as provided in Article 14 Clause 2 a meeting of the members 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 the regulations of the Association for the time being vested in the Executive Committee generally. 9. The Executive Committee shall cause proper minutes to be made in books provided for the purpose :- (a) Of all appointments of Sub-Committees made by the Executive Committee; (b) Of the names of the members present at each meeting of the Executive Committee and of any Sub-Committee thereof; (c) Of all resolutions and proceedings at all meetings of all the Association, and of the Executive Committee and Sub-Committees of the Executive Committee. 10. Any contract or agreement with a third party proposed which is to be executed in the name of UTAA and on which the Official Seal is or is not to be used, shall be conducted in accordance with Article Any contract or agreement that incurs potential financial liability or expenses in excess of the UTAA(HK) Accounts shall be conducted as an exception to Article 20 Clause 1 and require either: (a) unanimous approval by all members of ExCo; or (b) a quorum of at least 4 ExCo members. In the event that the excess expenses are incurred, they shall be borne as stated in Article 27 Clause 2. Article 12 Disqualification of Members of the Executive Committee 1. The office of a member of the Executive Committee shall be vacated if : - (a) He becomes bankrupt or makes a composition or scheme of arrangement with his creditors; (b) He is found lunatic or becomes of unsound mind; (c) He resigns his office by notice in writing to the Association or (d) He is directly or indirectly interested in any contract with the Association and fails to disclose the nature of his interest to the Executive Committee.

9 (e) He withdraws funds without the authorisation of the necessary quorum of the Executive Committee, excluding transfers of funds between accounts in the name of UTAA. (f) He enters into an agreement or signs a contract with a third party in breach of Article 11 Clause 10 and Article A member of the Executive Committee shall not vote in respect of any contract in which he is interested or any matter arising therefrom, and if he does so vote his vote shall not be counted. Article 13 General Meetings 1. A Bi-Annual General Meeting shall be held once every two calendar years on a day not more than twenty-seven calendar months after the holding of the last preceding Bi-Annual General Meeting. The Bi-Annual General Meeting shall be held at a time and place as may be decided by the Association in General Meeting. 2. The above-mentioned General Meetings shall be called Bi-Annual General Meetings, all other General Meetings shall be called Extraordinary General Meetings. 3. The Executive Committee may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on the requisition of not less than twenty Ordinary Members, having the right to vote. Article 14 Notice of General Meetings 1. A minimum of fourteen days notice is required (inclusive of the day for which notice is given) specifying the place, the day and the hours of the meeting, and in the case of special business the general nature of that business, shall be given to such persons as are, under the Constitution of the Association, entitled to receive such notice from the Association. 2. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at any meeting.

10 Article 15 Proceedings at General Meetings 1. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at a Bi-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 members of the Executive Committee and the appointment of the auditors. 2. 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 such quorum shall consist of not less than 20 such Members. 3. If within one 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 all members present who are entitled to vote thereat shall be a quorum. 4. The President and in his absence the Internal Vice-President shall preside as Chairman at every General Meeting of the Association. If at any meeting the President or Internal Vice-President or, in their absence, the External Vice- President, shall not be present within 15 minutes after the time appointed for holding the meeting, or if they shall have previously notified the Association of their intention of not being present, one of the members of the Executive Committee shall preside, or if no member on the Executive Committee be present or willing to take chair, the Members present who are entitled to vote shall choose one of their members to preside. 5. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands or a silent vote, and a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of proceedings of the Association shall be conclusive evidence of the fact, without proof, of the number or proportion of the votes recorded in favour of or against that resolution. 6. In the case of an equality of votes the Chairman of the meeting shall be entitled to a second or deciding vote. 7. Every Member personally present and entitled to vote shall have one vote.

11 Article 16 Election of President and Vice-President(s) 1. The President and Internal Vice-President and External Vice-President of the Association shall be elected at the Bi-Annual General Meeting by Members of the UTAA(HK). 2. A candidate for election as the President must be proposed by one and seconded by another current Executive Committee member and must have given his/her consent to accept the post if elected and be present at the Bi- Annual General Meeting. Such proposal must be sent to the Secretary not less than three days before the Bi-Annual General Meeting. Only Members who have served at least 3 months on a previous or current Executive Committee or Organizing Committee are eligible for this position. However, if the Secretary shall receive no such nomination, the Executive Committee shall have a right to nominate any Member as a candidate for the Presidency. 3. A candidate for election as the Internal Vice-President or External Vice- President must be proposed by one current Executive Committee Member and seconded by another Ordinary Member and must have given his/her consent to accept the post if elected and must be present at the Bi-Annual General Meeting. Such proposal must be sent to the Secretary not less than three days before the Bi-Annual General Meeting. All Members are eligible for these positions. If the Secretary shall receive no such nomination, the Executive Committee shall have a right to nominate any Member as a candidate for the Internal Vice-Presidency or External Vice-Presidency as the case may be. 4. All nominations for President, Internal Vice-President and External Vice- President shall be posted on the Notice Board of the Association at least 8 hours before the Bi-Annual General Meeting. At the Bi-Annual General Meeting the President, Internal Vice-President and External Vice-President shall be elected by ballot from among such nominees nominated under Article 16 Clauses 2 and 3. Article 17 Election of Other Officers of the Executive Committee 1. Other officers of the Executive Committee shall be elected by ballot at the Bi-Annual General Meeting from among Members of the Association. Candidates for election must have given their consent to accept the post if elected and must be present at the Bi-Annual General Meeting.

12 2. Other officers of the Executive Committee shall be nominated and seconded by any Ordinary Members of the Association. Such nominations must be sent to the Secretary not less than 3 days before the Bi-Annual General Meeting. Article 18 Honorary Executive Committee Members 1. All Honorary Executive Committee members shall be appointed by the newly elected Executive Committee members at an Executive Committee meeting no later than three months from the date of their installment. All Honorary Executive Committee members to be appointed may or may not be members of the Association and shall hold office till the next Bi-Annual General Meeting subject to Article 12. The appointment by the Executive Committee shall be executed in accordance with Article 11. Article 19 Change of Address 1. Executive Members changing their place of residence shall give due notice to the Secretary and furnish him with an address to which notices and letters may be sent. All notices and letters sent by post or otherwise to such address (in default of notice of change of address) shall be considered as having been duly received by the Executive Member. Article 20 Contracts and Seal 1. Any contract or agreement with a third party proposed which is to be executed in the name of UTAA and on which the Official Seal is or is not to be used, shall require the consent of 4 members of the Executive Committee in an official ExCo Meeting, or as provided under Article 11 Clause 6. If any such agreement or contract is executed in breach of this provision, the responsible parties shall be subject to the sanctions set out in Article 12(1)(f). 2. The Honorary Legal Advisor shall affix the Seal of the Association, with the authority of the Executive Committee and in the presence of at least one other Member of the Executive Committee to all instruments requiring to be sealed, and all such instruments shall be signed by the two Members of the Executive Committee present. 3. Any contract or agreement that incurs any financial liability or expenses in excess of the UTAA(HK) Accounts shall be conducted in accordance with

13 Article 20 Clause 1. In addition, the potential expenses in excess of the UTAA Accounts will be borne as stated in Article 27 Clause 2. Article 21 Accounts 1. 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 matter in respect of which the receipt and expenditure takes place and the assets and liabilities of the Association. 2. The books of account shall be kept at the registered premises of the Association, or at such other place or places as the Executive Committee think fit, and shall be opened at any time to the inspection of any member of the Executive Committee. 3. The Executive Committee shall from time to time determine to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be opened to the inspection of Members not being members of the Executive Committee and no Member shall have any right of inspecting any account or book or document of the Association except as conferred by the Constitution or authorised by the Executive Committee or by the Association in a General Meeting. 4. The Executive Committee shall prepare and lay before the Association in the Bi-Annual General Meeting such Income and Expenditure accounts, Balance Sheet and Reports as are referred to in that Section. 5. Accounts The task of keeping the accounts for each event will be allocated at the planning stage for each event. It may be a different ExCo member each time or it may be one particular member as agreed by the rest of ExCo. Electronic and/or hardcopies of statements or spreadsheets should be prepared for each event and submitted along with all related receipts to the Honorary Treasurer for keeping. The Honorary Treasurer will ensure that all debts are cleared and all profits are deposited into the UTAA account(s). A hardcopy of the bank statement should be filed every month. Article 22 Expenses

14 1. All expenditures and outgoings of the UTAA shall be approved by a quorum of not less than 4 members of the Executive Committee, and the Honorary Treasurer shall be notified of any such transaction. 2. In the event that any expenditure is incurred without the prior approval of the Executive Committee as stipulated under Clause 1 hereto, the person responsible for such outgoing shall fully refund the amount so incurred and shall be subject to the sanctions stipulated under Article 12(1)(e). 3. The signature of any two members of the Executive Committee shall be sufficient for withdrawing funds from the bank account of the UTAA. 4. Any event in which any financial expenditure in excess of the UTAA(HK) Accounts is incurred due to a contract or agreement or an ExCo decision made under the conditions of Article 11, shall be conducted in accordance with Article 27 Clause 2. Article 23 Amendments 1. The Executive Committee may subject to the terms of this Constitution from time to time make, add or alter and repeal Articles for the regulation of the Association, its officers or the Members thereof or any section thereof and as to the use or enjoyment of the Association or any part thereof. 2. A quorum of 6 members of the Executive Committee shall be necessary for approval of any such amendment to this Constitution, and for its initial coming into force. 3. On questions of interpretation of this Constitution, the Honorary Legal Advisor shall have full power of interpretation thereon. 4. The Honorary Legal Advisor shall have full power to Introduce Subsidiary Rules for the efficient administration of any matters contained herein provided that such Rules do not conflict with the terms of this Constitution. Such Subsidiary Rules shall be an integral part of this Constitution and binding on all Members. Article 24 Responsibilities of the UTAA Organising Committee (UTAA OrCo)

15 1. To support the ExCo in the organising and promotion of events. Service in the OrCo helps ExCo identify dedicated volunteers and potential Executives. In most cases these members will be supporting the Social Director or the ExCo member leading that particular event or programme. 2. All OrCo members are appointed unanimously by the presiding ExCo during an ExCo meeting. The maximum number of OrCo members at any time is 12. On installment of a new ExCo, the whole OrCo will be reappointed. Article 25 Role of the UTAA Office 1. The UTAA Office will act as the headquarters for all UTAA activities. However, due to varying resources from year to year, an agreement on the role of the UTAA Office should be established between the UTAA Officers and ExCo within the first month the ExCo is installed. It is generally perceived that the UTAA Office will:?house and maintain the UTAA membership database;?be the contact point for event information and registration.; and?distribute monthly faxes, newsletters and other publications or notifications. Article 26 Other Matters ExCo Meetings All OrCo members may attend ExCo meetings unless instructed otherwise. It is recommended an ExCo Meeting be held at least once a month, however, the presiding ExCo have ultimate jurisdiction over the frequency and schedule of ExCo meetings. Working Meetings Throughout the term, various Working Meetings will be required to aid in the organisation of events. These may or may not involve ExCo members. Membership Database Access The UTAA Office will always remain as the custodian of the Membership Database (MDB). Access to the MDB is restricted only to the presiding President and Internal VP, and Social Director unless otherwise authorised by the UTAA Office.

16 External Relations Database Access The UTAA Office will always remain as the custodian of the External Relations Database (ERDB). Access to the ERDB is restricted to the presiding President, External VP, Social Director and Sports Director. Reporting ExCo has the responsibility of aiding the UTAA HKSAR Office in the preparation of documents such as the Newsletter or Monthly Fax. However, the actual compilation and distribution of these documents will be performed by the UTAA HKSAR Office. Changes in Executive Committee All changes in the Executive Committee, being that such are registered as the Office Bearers of the Association with the Hong Kong Police, shall promptly be reported to the Societies Officer pursuant to s.10 of the Societies Ordinance. Changes in Objects of the Association Any change in the objects of the Association shall forthwith be reported to the Societies Officer pursuant with s.10 of the Societies Ordinance. Income & Property The income and property of the Association howsoever derived shall be applied solely towards the promotion of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profits to the members of the Association, or to the Executive Committee, excluding gratuitous emoluments. Article 27 Liability 1. Unless otherwise agreed by members in a meeting of the UTAA, the debts of the UTAA incurred in relation to the activities of the UTAA shall be borne by the members of the Executive Committee serving at the time when such debts are incurred. Liability shall be joint and several. 2. As an exception to Article 27 Clause 1, any event incurring financial liability or expenditure in excess of UTAA Account(s) shall be borne evenly by only the ExCo members that voted in favour of the event and liability shall be joint and several.

17 Article 28 Dissolution of the UTAA 1. If at any time the number of members falls below 20, the Executive Committee shall summon an Extraordinary General Meeting to be convened as provided by Article 15 and such meeting may by Special Resolution declare that the Association ought to be wound up, and it shall be wound up accordingly. Article 29 Effective Date 1. This Constitution came into effect on Wednesday September 15, 1999, and had no retrospective effect on matters transacted prior to its coming into force. 2. This Constitution was amended on Friday 16 March 2001 to its current form. 3. This Constitution was amended on Wednesday, May 23, 2001 to its current form.