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Memorandum and Articles of Association

As adopted on 16th March 1954 and as amended by Special Resolutions dated 22nd March 1960, 9th June 1961, 2nd April 1962, 1st April 1969, 14th June 1971, 1st April 1974, 4th November 1976, 9th April 1979, 21st April 1986, and 27th April 1992, 26th April 1994, 25th April 1995 and 27 April 1999.

BYE-LAWS
As altered pursuant to Art. 34 on 12 Oct 92, 7 Jan 93 & 17 Feb 98

Reprinted July 1999
CERTIFICATE OF INCORPORATION OF
THE HONG KONG GENERAL CHAMBER OF COMMERCE

I hereby certify that The Hong Kong General Chamber of Commerce is this day incorporated under the Hong Kong Companies Ordinances, 1911 and 1925, and that this Company is limited.

Given under my hand and seal of office this Twenty Second Day of December in the Year of Our Lord, One Thousand Nine Hundred and Twenty Eight.

(Sgd.) C.D. MELBOURNE,
Registrar of Companies, Hong Kong

LICENCE TO DISPENSE WITH THE WORD 'LIMITED'

WHEREAS it has been proved to me that THE HONG KONG GENERAL CHAMBER OF COMMERCE which is about to be registered under the Companies Ordinances, 1911 and 1925, as an Association Limited by guarantee is formed for the purpose of promoting objects of the nature contemplated by the 21st Section of the Companies Ordinances, 1911 and 1925 and that it is the intention of the CHAMBER that the income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in the Memorandum of Association of the said CHAMBER, and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend or bonus or otherwise howsoever by way of profits to the persons who at any time are or have been Members of the said Association or to any of them or to any person claiming through any of them.

NOW THEREFORE I, WILFRID THOMAS SOUTHORN, Companion of the Most Distinguished Order of Saint Michael and Saint George, the Officer Administering the Government of the Colony of Hong Kong and its Dependencies, in pursuance of powers vested in me, and in consideration of provisions and subject to the conditions contained in the Memorandum of Association of the said CHAMBER, as subscribed by ten members thereof on the 15th day of December, 1928, Do by this my Licence direct THE HONG KONG GENERAL CHAMBER OF COMMERCE to be registered with limited liability without the addition of the word 'Limited' to its name.

GIVEN under my hand and the Public Seal of the Colony at Victoria in the Colony of Hong Kong this twentieth day of December, 1928.

(L.S.)
W.T. SOUTHORN

MEMORANDUM OF ASSOCIATION OF THE HONG KONG GENERAL CHAMBER OF COMMERCE

1. The name of the Association is 'THE HONG KONG GENERAL CHAMBER OF COMMERCE'.

2. The Registered Office of the Chamber will be situated in Hong Kong.

3. The objects for which the Chamber is established are:

(a) To promote, represent and safeguard the interests of the Hong Kong business community.

(b) To consider all questions connected with the trade, commerce and industry of Hong Kong.

(c) To promote, support, or oppose legislative or other measures affecting such trade, commerce and industry.

(d) To issue Certificates of Origin of any goods and to undertake and conduct surveys of any goods or merchandise, and to issue all necessary certificates in connection therewith.

(e) To collect and disseminate statistical and other information relating to trade, commerce and industry.

(f) To advance and promote commercial and technical education, and to found scholarships and exhibitions to be held by or otherwise assist young persons desiring to train for commercial careers, and to accept donations and endowments and support establishments and institutions for any of such purposes, and to act as trustees, custodian trustees or managers of any funds subscribed or donated for any of such purposes, and generally to undertake and execute any trusts the undertaking of which may be considered consonant with the other objects of the Association or otherwise desirable, and either gratuitously or otherwise.

(g) To borrow any money required for the purposes of the Chamber, upon such securities as may be determined.

(h) To purchase, take on lease, or in exchange, hire, or otherwise acquire any real or personal property, and any rights or privileges which the Chamber may think necessary or convenient for the purposes of its business.

(i) To sell, improve, manage, develop, lease, mortgage, dispose of, or otherwise deal with, all or any part of the property of the Chamber.

(j) To do all such other lawful things as are incidental or conducive to the attainment of the above objects.

4. The funds and business of the Chamber shall be managed and carried on in accordance with the Memorandum and Articles of Association.

5. The income and property of the Chamber whencesoever derived, shall be applied solely towards the promotion of the objects of the Chamber as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Chamber.

Provided that subject to the provisions contained in Clause 6 hereof nothing herein shall prevent the payment, in good faith, of remuneration to any officers or servants of the Chamber, or to any member of the Chamber, or other person, in return for any services actually rendered to the Chamber.

6. The fifth paragraph of this Memorandum is a condition on which a licence is granted by His Excellency the Governor of Hong Kong to the Chamber in pursuance of Section 21 of the Companies' Ordinance, 1911.

7. If any member of the Chamber pays or receives any dividend, bonus, or other property, in contravention of the terms of the fifth paragraph of this Memorandum, his liability shall be unlimited.

8. Every member of the Chamber undertakes to contribute to the assets of the Chamber, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Chamber contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding-up the Chamber, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding ten dollars, or, in case of this liability becoming unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this Memorandum.

9. If upon the winding-up or dissolution of the Chamber there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Chamber, but if and so far as effect can be given to the next provision shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Chamber, to be determined by the members of the Chamber at or before the time of dissolution, or in default thereof by such Judge of the Supreme Court of Hong Kong as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to such provision then to some charitable object.

10. True accounts shall be kept of the sums of money received and expended by the Chamber, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Chamber; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Bye-Laws of the Chamber for the time being, shall be open to the inspection of the members. Once at least in every year the accounts of the Chamber shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association.

Names, Addresses and Descriptions of Subscribers
T.G. Weall, Dodwell & Co., Ltd. Merchant
C.G.S. Mackie, Gibb, Livingston & Co., Ltd.
A.C. Hynes, The Hongkong and Shanghai Banker Banking Corporation
Neilage Brown, Butterfield & Swire Merchant
B.D.F. Beith, Jardine, Matheson & Co., Ltd.
F.A. Perry, British-American Tobacco Co. (China) Ltd.
Paul Lauder, Union Insurance Society of Underwriter Canton, Ltd.
W.H. Bell,        Asiatic Petroleum Co. Merchant (China), Ltd.
T.E. Pearce, John D. Hutchison & Co.
J. Owen Hughes, Harry Wicking & Co.

Dated this 15th day of December, 1928.
WITNESS to all the above signatures, (Sd.) R.A. WADESON, Solicitor, Hong Kong.

ARTICLES OF ASSOCIATION OF THE HONG KONG GENERAL CHAMBER OF COMMERCE

PRELIMINARY

1 (a) The regulations in Table C in the First Schedule to the Companies Ordinance (Chapter 32) shall not apply to the Chamber.

(b) For the purposes of the Companies Ordinance (Chapter 32) the members from time to time of the General Committee shall be deemed to be the directors of the Chamber.

(c) For the purposes of the Companies Ordinance (Chapter 32) the Director shall be deemed to be the secretary of the Chamber.

INTERPRETATION

2. In these Articles unless there be something in the subject or context inconsistent therewith:

(a) 'these Articles' mean these Articles of Association as from time to time added to or altered in accordance with these Articles and the Companies Ordinance (Chapter 32) as amended from time to time and every other ordinance for the time being in force concerning companies and affecting the Chamber;

(b) 'Associate Member' means a Member who has been admitted as an Associate Member;

(c) 'Bye-laws' mean the Bye-Laws made from time to time by the General Committee in accordance with Article 34 of these Articles;

(d) 'the Chamber' means 'The Hong Kong General Chamber of Commerce';

(e) 'the Council' means the Council for the time being;

(f) 'Director' means such person as may be appointed to that office from time to time by the General Committee pursuant to Article 30;

(g) 'Disciplinary Committee' means a disciplinary committee appointed from time to time by the General Committee in accordance with Article 8 of these Articles;

(h) 'Full Member' means a Member who was admitted as a Member prior to 26th April, 1994 or who thereafter is admitted as a Full Member;

(i) 'the General Committee' means the General Committee for the time being;

(j) 'Member' means a duly registered member of the Chamber;

(k) 'Partnership' means any body of persons formed in accordance with the Partnership Ordinance carrying on a trade, profession or business in Hong Kong and registered under the Business Registration Ordinance from which one partner shall be nominated from time to time as the representative for the purpose of membership of the Chamber;

(l) 'Society' means any association of persons established in Hong Kong for the purpose of carrying on or promoting any trade profession or business in Hong Kong and either registered or exempt from registration under the Societies Ordinance from which one member shall be nominated from time to time as the representative for the purpose of membership of the Chamber;

(m)'Unincorporated association' means any body of persons (being neither a partnership nor a corporation) formed for the purpose of carrying on any trade or business in Hong Kong and registered under the Business Registration Ordinance from which one member shall be nominated from time to time as the representative for the purpose of membership of the Chamber;

(n) the expressions 'Treasurer' and 'Auditors' respectively mean and include the persons for the time being performing the duties of that office;

(o) 'Month' means calendar month;

(p) 'In Writing' and 'Written' means written or produced by any substitute for writing or partly one and partly another;

(q) words importing one gender include any other gender;

(r) words importing the singular number only include the plural number and vice versa;

(s) words importing persons include corporations, partnerships, unincorporated associations and societies.

3. For the purpose of registration the number of Members is declared to be unlimited.  Number of Members to be unlimited.

QUALIFICATION OF MEMBERS

4. Membership of the Chamber shall consist of merchants, manufacturers, bankers, members of professions, shipowners, shipbuilders and others (including corporations, partnerships, unincorporated associations and societies) carrying on any trade profession or business in Hong Kong provided that the requirement that a Member shall be carrying on a trade, profession or business in Hong Kong shall not apply to an Associate Member. Applicants for membership will be required to satisfy the General Committee as to their qualifications for membership prior to election. The Chamber shall be international in its character and, subject to the provisions of the Memorandum and Articles of Association of the Chamber, membership shall be open to persons of all races and nationalities.

Membership to consist of corporations etc. carrying on business in Hong Kong and to be international in character

ASSOCIATE MEMBERS

4A. The General Committee may at any time and from time to time create one or more classes of Associate Member with such rights, privileges and obligations and on such terms and conditions as the General Committee shall determine. An Associate Member shall have the right to receive notice of and to attend and be heard but not to vote at general meetings of the Chamber.

MEMBERSHIP AND ELECTION OF MEMBERS

5 (a) All Members as at the date of adoption of these Articles and such other persons as shall be admitted to membership in accordance with these Articles shall be Members and shall be entered in the Register of Members accordingly as Full Members or Associate Members as the case may be. All Members as at 26th April 1994 shall be Full Members.  Former Members to be Members under these articles.

(b) The election of Members shall be by resolution of the General Committee. Each applicant for membership shall complete such form of application as is appropriate to the class of membership applied for and as may be required by the General Committee and, if the application is for Full Membership, shall be required to satisfy the General Committee by the submission of written evidence acceptable to the General Committee that the applicant is carrying on a trade, profession or business in Hong Kong.  New Members to be elected by the General Committee.

(c) No Full Member shall have any right of voting at general meetings of the Chamber or of participating in any election of members of the General Committee until the expiration of two months after election as a Member. (1) Restriction of voting rights.

(d) The aggregate voting rights of those Members entitled to vote at general meetings of the Chamber and being corporate members of the same group of companies ("Group Members") shall be limited to one per cent of the total voting rights of all Members for the time being so entitled. If at any time the number of such Group Members exceeds one per cent of such total only those of the Group Members which have longest been Members and whose number does not exceed one per cent of such total shall be entitled to vote at a general meeting of the Chamber held at that time. For this purpose "corporate members of the same group of companies" includes the holding company and all subsidiaries of that holding company and all associates of such holding company and subsidiaries, the expressions "holding company" and "subsidiary" having the meanings ascribed to them respectively by the Companies Ordinance and the expression "associate" meaning any company the equity voting rights in which such holding company or any such subsidiary has an interest amounting to 20 per cent or more.

Group Members - Limitation of voting rights.

(e) The General Committee may at any time require from any Member a statutory declaration or such other evidence as it may deem adequate to secure compliance with the requirements of paragraph (d) of this Article.

SUBSCRIPTION

6 (a) Subscriptions shall be at such rate or rates and for such period or periods as shall be fixed from time to time by the General Committee and may be so fixed at different rates and for different periods depending upon the classes of membership to which the subscriptions relate as determined by the General Committee. Any entry in the Minutes of any meeting of the General Committee that such a resolution has been passed shall be conclusive evidence of the sum payable by each Member.

Subscription to be fixed by the General Committee.

[Note 1 : Only Members entitled to vote at general meetings of the Chamber are entitled, under the Legislative Council (Electoral Provisions) Ordinance (Cap.542), to be registered as electors in the First Commercial Electoral Division of the Commercial Functional Constituency.]

(b) Every Member shall pay in advance the sum fixed and determined by the General Committee as payable by way of subscription for the relevant class of membership to which the Member belongs.

Subscriptions to be payable in advance.

(c) No Member shall have any right of voting whose subscription is more than two months in arrear.

Members in arrears to have no vote.

(d) Newly elected Members shall thereupon pay a pro rata proportion of the subscription current at the date of election rounded to the nearest quarter upwards relative to the period for which such subscription is payable, and shall thereafter pay the full amount of all succeeding subscriptions.

Newly elected Members shall pay subscriptions pro rata.

RETIREMENT OF MEMBERS

7. Any Member wishing to retire from the Chamber must give written notice to that effect to the Director one calendar month at least before 1st January in any year.

Members retiring to give prior written notice.

EXPULSION OF MEMBERS

8 (a) A majority of the members of the General Committee present and voting at a meeting of the General Committee specially called to consider a complaint against any Member may, by resolution, expel, suspend from membership; or withdraw, or suspend certification facilities of any Member whose conduct, in their opinion, is unworthy of a Member of the Chamber. The General Committee may if it thinks fit delegate to a Disciplinary Committee consisting of not less than three Members the investigation into the conduct of the Member against which a complaint has been made, but the General Committee shall not be bound to act upon any recommendations given by such a Disciplinary Committee.

General Committee to have power to expel a Member.

(b) The Director shall inform any Member whose conduct is to be considered at least ten days before the day of the meeting of the General Committee or Disciplinary Committee (if any) which is to consider the complaint, and advise the Member of the nature of the complaint. The Member against whose conduct a complaint has been made shall be entitled to attend such meeting through its authorised representative for the purpose of stating its reasons why action should not be taken against it; but it shall not be entitled to be present at the deliberations of the meeting. If a Disciplinary Committee has been appointed it shall convey its recommendations to the General Committee in writing, but these recommendations shall not be available to the Member whose conduct is under consideration. The Member will be advised in writing of the decision of the General Committee. The decision of the General Committee to take action against any such Member shall be absolute unless, within fourteen days following notice to the Member of the decision of the General Committee, a requisition shall be received signed at least by twenty Members addressed to the Director of the Chamber requiring that an Extraordinary General Meeting of Members shall be convened for the purpose of considering the action taken by the General Committee and if the action taken by the General Committee shall not be confirmed at the Extraordinary General Meeting convened as aforesaid, the decision of the General Committee shall be deemed void, and if such decision of the General Committee was to expel any Member its name shall forthwith be reinstated in the list of Members.

Members to have right to address meetings of General or Disciplinary Committees.

9. Any Member shall ipso facto cease to be a Member:

Circumstances in which a Member shall 'ipso facto' cease to be a Member.

(a) If its annual subscription is more than sixty days in arrear, or if it shall persistently neglect or refuse to pay any other moneys which may be due from it to the Chamber; but it may be re-admitted at any meeting of the General Committee by resolution, and on paying its subscription or other dues in arrear.

(b) If it shall neglect or refuse to comply with any Article of Association or any Bye-Law of the Chamber for the time being after written notice sent to it by registered post by the Director on the instructions of the General Committee directing its attention to such neglect or refusal.

(c) If, being a corporation, an order is made against it for winding-up or it enters into liquidation except for the purposes of reconstruction or amalgamation not involving a realization of its assets.

(d) If, being a partnership, it is dissolved for any reason except on the admission, retirement or death of its partners.

(e) If, being an unincorporated association or society it is dissolved for any reason.

(f) If, being an individual, he or she becomes subject to a receiving order.

ANNUAL AND GENERAL MEETINGS

10. The Annual General Meeting of the Chamber, of which twenty-one clear days' notice shall be given by a notice addressed to each Member, shall be held once in every calendar year at such time (not being more than fifteen months after the last preceding Annual General Meeting) and place as may be prescribed by the General Committee to:-

21 days notice to be given of Annual General Meeting.

(a) Receive the annual report of the General Committee;

(b) Receive the annual statement of accounts;

(c) Elect the General Committee for the ensuing year;

(d) Elect the Auditors and to fix their remuneration or determine the manner in which such remuneration is to be fixed.

(e) Consider and, if necessary, take action, with reference to any business or motion of which not less than fourteen days' notice may have been given, provided that the same be not repugnant to or inconsistent with the Memorandum and Articles of Association or the Companies Ordinance (Chapter 32).

11. All other general meetings shall be called Extraordinary General Meetings. Extraordinary General Meetings of the Chamber shall be convened by the General Committee, or on the requisition of five of its members, or of twelve Full Members. The objects of the meeting shall be stated in such requisition, and not less than fourteen clear days' notice of the meeting and of the subject or subjects to be brought forward thereat shall be given by circular addressed to each Member provided that twenty-one days' notice shall be given of any Extraordinary General Meeting at which it is proposed to pass a Special Resolution.

Extraordinary General Meetings to be convened with 14 days' notice or 21 days if Special Resolution is proposed.

12 (a) Every notice calling a general meeting shall specify the place and the day and the time of the meeting.

Contents of Notices.

(b) In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

(c) In the case of any general meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of such business; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.

(d) For the purposes of the above, "routine business" shall mean and include only business transacted at an Annual General Meeting as described in Article 10.

13. All general meetings of the Chamber shall be presided over by the Chairman, or Vice-Chairman, and in their absence the meeting shall elect a chairman. The chairman presiding at any general meeting shall have an original and also a casting vote. No business shall be transacted at any meeting unless a quorum of Full Members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting. Twenty-five Full Members present through their authorised representatives shall be a quorum for all general meetings. The accidental omission to give notice of a general meeting to or the non-receipt of notice of a general meeting by any Member shall not invalidate the proceedings at that general meeting.

Chairman or Vice-Chairman to preside at General meetings.

14. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

Amendments to resolutions.

15. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Full 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 General Committee 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 Full Members present shall be a quorum.

Adjournments of meetings.

16. No resolution passed at an Annual or an Extraordinary General Meeting shall be rescinded except by a resolution passed at an Annual or an Extraordinary General Meeting for which due notice has been given to pass such resolution.

Rescinding of resolutions.

17. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of the hands) demanded by the chairman of the meeting or by at least five Full Members present through their authorised representatives and entitled to vote.

Voting to be by show of hands unless poll demanded by 5 Members.

18. A demand for a poll may be withdrawn only with the approval of the meeting. Unless a poll is required a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution. If a poll is required, it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to some place, day and time fixed by him for the purpose of declaring the result of the poll. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. On a poll each Full Member entitled to vote shall have one vote only.

Manner of conducting poll to be decided by Chairman.

19 (a) Vacancies in the General Committee shall be filled at the Annual General Meeting either pursuant to paragraph (b) of this Article or by election pursuant to paragraph (c) of this Article.

Vacancies in the General Committee.

(b) If the number of candidates eligible for election is equal to or less than the number of vacancies to be filled, the chairman of the meeting shall declare all such persons to be elected.

(c) If the number of candidates eligible for election exceeds the number of vacancies a ballot shall be conducted in the manner set out in Bye-Laws to be made by the General Committee by resolution under Article 34.

20. Full Members shall notify the Director of the name of one person and no more being one of its officers or members as its authorised representative and such person shall have the right to attend, vote and be heard at any general meeting as its authorised representative and shall be eligible subject to the provisions of Article 23 and 26 to be nominated for election to the General Committee; immediate notice of change of representative shall be given to the Director. Each Associate Member (not being an individual) shall notify the Director of the name of one person and no more being one of its officers or members as its authorised representative and such person shall have the right to attend and be heard at any general meeting as its authorised representative; immediate notice of change of representative shall be given to the Director. In the case of Members which are corporations, the nomination of the authorised representative must be authorised by a resolution of the directors or other governing body.

Members to nominate one representative.

21. Anything which under these Articles a Member may do by its authorised representative it may likewise do by its duly appointed attorney and the provisions of these Articles relating to authorised representatives and instruments appointing authorised representatives shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

Members may appoint attorney.

21A(a) A Member may attend by proxy any general meeting which it is entitled to attend by its authorised representative and, if entitled to vote, to vote by proxy on any resolution at any such meeting. A proxy need not be a Member.

Proxies

(b) An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the General Committee may approve and shall be signed on behalf of the Member by its authorised representative or by some other duly authorised officer. In the case of an instrument of proxy purporting to be signed on behalf of a Member by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the Member without further evidence of the fact.

(c) The instrument appointing a proxy shall be delivered at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the registered office of the Chamber) at least 24 hours before the time appointed for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. An instrument of proxy shall not be treated as valid until such delivery shall have been effected. The instrument shall, unless the contrary is stated thereon, be valid for any adjournment of the meeting as well as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not have to be delivered again for the purposes of any subsequent meeting to which it relates.

(d) An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll.

(e) A vote cast by proxy shall not be invalidated by the previous death or insanity of the appointor or by the revocation of the appointment of the proxy or of the authority under which the appointment was made provided that no intimation in writing of such death, insanity or revocation shall have been received by the Chamber at its registered office at least 24 hours before, or by the Director or the chairman of the meeting on the day and at the place, but before the start, of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.

THE COUNCIL

22. The Chamber shall have an Advisory Council the purpose of which shall be to consider, and make recommendations, on matters of policy affecting or concerning the Chamber and its affairs, and the Council shall consist of such number of members as shall be fixed from time to time by the General Committee, and the General Committee shall make Bye-Laws by resolution under Article 34 to provide for nomination and election to the Council and for such other matters provided in such Article as are deemed requisite by the General Committee.

Council to advise on matters of policy.

THE GENERAL COMMITTEE

23. The business and funds of the Chamber shall be managed by the General Committee which shall consist of:-

Business and funds of the Chamber to be managed by the General Committee.

(a) not less than 12 or more than 24 persons each of whom shall be a person whose name has been duly notified to the Director as the authorised representative of a Full Member and all of whom shall be elected in accordance with these Articles ("elected members"); and

(b) ex officio, the person for the time being holding office under the Legislative Council Ordinance (Chapter 542) as the elected Member of the Legislative Council in respect of the Commercial (First) functional constituency.

24. New elected members of the General Committee shall enter office as soon as the Annual General Meeting has been held and shall remain in office until their successors assume office.

New elected members to enter office after Annual General Meeting.

25 (a) At each Annual General Meeting one-quarter of the elected members of the General Committee shall retire or, if their number is not four or a multiple of four, then the number nearest one-quarter, shall retire.

Rotation of elected members of General Committee.

(b) The elected members of the General Committee to retire in every year shall be those who have been longest in office since their last election, but as between persons who become elected members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

(c) A retiring elected member shall be eligible and may offer himself for re-election without nomination.

(d) In all other cases the nomination and election of elected members to fill vacancies in the General Committee shall (subject to the provisions of these Articles) be conducted in the manner prescribed by the Bye-Laws.

26. No person shall, notwithstanding any other provision of these Articles, be eligible for election at any Annual General Meeting as an elected member of the General Committee unless he has complied with any Bye-Laws made in pursuance of these Articles and has at least twenty-three clear days before the Annual General Meeting left at the office of the Chamber a notice in writing under his hand signifying his intention of offering himself as a candidate for membership of the General Committee.

Candidates for election to General Committee to comply with Articles and Bye-Laws.

27. The office of a member of the General Committee shall be vacated in any of the following events, each of which shall, without prejudice to the creation of a casual vacancy in any other manner, for the purposes of these Articles be regarded as creating a casual vacancy, namely:-

Casual Vacancies of the General Committee.

(a) if he shall become prohibited by law from acting as a Director of a company incorporated in accordance with the Companies Ordinance (Chapter 32);

(b) if he shall resign by notice in writing signed by him and lodged at the registered office of the Chamber or if he shall by notice in writing signed by him offer to resign and the members of the General Committee shall resolve to accept such offer, and so that in either such case the office of member of the General Committee shall be vacated with effect from the date and/or time of or (if later) specified in such notice or offer or, if none, from the date on which it is so lodged or, as the case may be, accepted;

(c) if he shall have a receiving order made against him or shall make any arrangement or composition with his creditors generally;

(d) if in Hong Kong or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;

(e) if, without leave, he is absent from meetings of the General Committee for six months without reasons satisfactory to the General Committee and the General Committee resolves that his office be vacated;

(f) if he shall be removed from office by notice in writing served upon him signed by all his co-members of the General Committee (being two or more in number), but so that if he holds an appointment to an executive office which thereby automatically determined such removal shall be deemed an act of the Chamber and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Chamber;

(g) if he shall be removed from office by Special Resolution in accordance with the Companies Ordinance (Chapter 32).

28. Vacancies occurring among the elected members of the General Committee shall be filled up by the General Committee from the general body of authorised representatives of Members, and the term of office of each member so elected shall be for the unexpired period of office of the member whose place he shall take. The General Committee shall have power to act notwithstanding that any vacancy shall not have been filled up.

General Committee may fill casual vacancies.

29. The General Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business; until otherwise determined three shall form a quorum. The Chairman or any three members of the General Committee may at any time require the Director to convene a meeting of the General Committee. At all meetings of the General Committee, each member shall have one vote. In case of an equality of votes, the Chairman shall have a second or casting vote.

Three shall form a quorum.

30. The General Committee shall have the power to take and furnish offices for the use of the Chamber, and to appoint such officers as may be found necessary for the due conduct of the business of the Chamber, who may (subject to the provisions of the Memorandum of Association) receive annual salaries or other remuneration for their services; to act in the name of the Chamber, and for that purpose to order the Seal to be affixed to any petition, memorial, or other document, and generally to execute all the powers and functions of the Chamber which are not by these Articles or by Statute conferred exclusively upon General Meetings. All deeds and other instruments requiring the Seal and also all documents and cheques requiring signature shall be signed by such person or persons as the General Committee shall from time to time nominate for that purpose.

General Committee to transact all business of the Chamber.

31. The funds of the Chamber shall be under the control of the General Committee, who shall have power to use the same in such manner as they may deem necessary for carrying out the objects for which the Chamber is formed.

Funds to be under control of the General Committee.

WRITTEN RESOLUTIONS

32. A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all members of the General Committee for the time being in Hong Kong, provided that their number shall be sufficient to constitute a quorum, shall be as valid as a resolution passed at a meeting of the General Committee. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more members of the General Committee.

Written resolutions of General Committee to be valid.

OFFICERS OF THE CHAMBER

33. At their first meeting after the Annual General Meeting, the General Committee shall appoint a Chairman, and one or more Vice-Chairmen from among their own number. The Chairman, or failing him one of the Vice-Chairman, shall preside at all meetings of the General Committee and of the Chamber. If neither the Chairman nor any Vice-Chairman is present within fifteen minutes after the time appointed for a meeting, the members of the General Committee present shall choose one of their number to be chairman of the meeting.

General Committee to appoint Chairman and Vice Chairman.

BYE-LAWS

34. The General Committee shall have power from time to time to make such Bye-Laws as may be necessary for the furtherance of the purposes for which the Chamber is established and for regulating the nomination and election of members of the Council and the General Committee; for the orderly and efficient conduct of their own proceedings and proceedings of the Council; and of the proceedings of general meetings of the Chamber; the appointment of their own meetings; and the regulation of the various committees of the Chamber; and for carrying on the general business of the Chamber provided they be not repugnant to or inconsistent with the terms of the Memorandum of Association or these Articles. The General Committee may, at any time, revoke or alter any of the said Bye-Laws.

General Committee may make Bye-Laws.

COMMITTEES

35. The General Committee shall have power to appoint committees for special purposes, and to delegate the power of appointment of membership of all or part of any such committees to particular groups of Members.

Committees may be appointed.

36. Any Committee appointed under the powers conferred by these Articles shall have power to add to its number, to serve thereon during the consideration of any special subject, any person who may be able to give expert or other special informatin on that subject.

Committees may co-opt Members to consider special subjects.

37. The General Committee may reserve and exercise the right to nominate the Chairman and Vice Chairmen of any Committee or may leave this to the Committee which shall be deemed to have power to elect if no indication has been given by the General Committee at the date of the resolution of the General Committee to establish the Committee.

Committees to have Chairman.

38. No resolution or act of any Committee relative to finance or membership status shall have force as binding the Chamber unless and until confirmed or ratified by resolution of the General Committee. No Committee shall be entitled to incur any expense without the approval of the General Committee.

Resolutions of Committees to be confirmed by General Committee.

39. The General Committee shall have power to dissolve or to reconstitute, or order the constitution of any Committee. An appeal from the decision of the General Committee may be made to the next General Meeting, and notice of any such appeal shall be given on the circular convening such General Meeting.

General Committee may dissolve Committees.

RECORDS

40. A correct record of the proceedings of the Chamber and its General Committee and Committees shall be kept by the Director, who shall also have the custody of all documents, statistical and commercial works, and other property of a like nature belonging to the Chamber. A yearly report of the proceedings of the Chamber shall be prepared and printed for presentation and adoption (after amendment if necessary) by the Chamber at the Annual General Meeting.

Records to be kept by Director.

ACCOUNTS

41. The books of account shall be kept at the registered office of the Chamber, or, subject to Section 121(3) of the Companies Ordinance (Chapter 32), at such other place or places as the General Committee thinks fit, and shall always be open to the inspection of the General Committee.

Books of account to be kept at registered office.

42. The General Committee 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 Chamber or any of them shall be open to the inspection of Members not being members of the General Committee, and no Member (not being a member of the General Committee) shall have any right of inspecting any account or book or document of the Chamber except as conferred by statute or authorized by the General Committee or by the Chamber in general meeting.

General Committee to decide when accounts to be open to inspection of Members.

43. The General Committee shall from time to time in accordance with Sections 122, 124 and 129D of the Companies Ordinance (Chapter 32), cause to be prepared and to be laid before the Chamber in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.

Accounts to be prepared in accordance with Companies Ordinance.

44. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Chamber in general meeting together with a copy of the report of the General Committee 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.

Balance Sheet etc. to be sent to Members 14 days before annual general meeting.

AUDIT

45. Auditors shall be appointed and their duties regulated in accordance with Section 131, 132, 133, 140, 140A, 140B and 141 of the Companies Ordinance (Chapter 32).

Auditors to be appointed.

NOTICES

46. Notices may be served upon Members either by hand delivery or by post in prepaid letters or circulars or by facsimile, addressed to such Members at their registered addresses or by advertisement twice in one or more daily newspapers circulating in Hong Kong.

Notices to be served by post.

47. Any notice sent by post shall be deemed to have been served at the time when the letter or circular containing the same would be delivered in the ordinary course of post, and in proof of such service, it shall be sufficient to show that the letter containing the notice was properly addressed and posted and any advertised notice shall be deemed to have been duly served on the day following that on which the second of such advertisements appeared in the newspaper.

Proof of posting notice to be proof of service.

REPRESENTATION OF MEMBERS

48. In view of the international character of the membership of the Chamber the General Committee shall have power to make representations on behalf of any section of the Members to any appropriate authority or body and such representations and their result shall be kept secret or otherwise at the discretion of the General Committee.

General Committee to have power to act on behalf of different sections of membership.

THE HONG KONG GENERAL CHAMBER OF COMMERCE
BYE-LAWS

(As adopted by the General Committee)

ELECTION OF MEMBERS

1. Forms of Application for candidates for membership of the Chamber shall be obtainable at the Office.

MEMBERSHIP OF THE COUNCIL

2. All members of the General Committee shall be members of the Council and the General Committee shall co-opt such number of additional members to serve on the Council as it shall determine from time to time by resolution of the General Committee and shall in like manner determine the period for which they are to be appointed, the frequency of meetings of the Council and the manner in which the meetings of the Council are to be conducted, and the Agenda for meetings thereof. No committees of the Council shall be created. Resolutions of the Council shall be advisory and not binding upon the General Committee.

NOMINATION AND ELECTION OF MEMBERS OF THE GENERAL COMMITTEE

3. No person shall be eligible as a candidate for election to the General Committee at an Annual General Meeting unless he has complied with Article 26 and, if he is not a retiring member of the General Committee, unless he has been nominated in accordance with these Bye-Laws.

4. All Members of the Chamber entitled to vote at general meetings of the Chamber may nominate candidates for election to the General Committee. Nominations must be in writing enclosed in sealed envelopes and addressed to the Director at the offices of the Chamber where nominations must be received at least 23 clear days prior to the Annual General Meeting at which the candidates are to be put up for election. Each candidate for election, other than retiring members of the General Committee, must be nominated by a Proposer, a Seconder and 10 Members all of whom are Members entitled to vote at general meetings of the Chamber.

5. The General Committee shall not collectively recommend or support any candidate, but individual members of the General Committee may do so if they wish.

6. A list of all candidates eligible for election shall be sent to each Member of the Chamber prior to the Annual General Meeting.

7. If the number of candidates eligible for election is equal to or less than the number of vacancies to be filled, all such candidates shall be deemed to be elected pursuant to Article 19(b) of the Chamber's Articles of Association. If the number of candidates eligible for election exceeds the number of vacancies to be filled, an election shall be conducted by ballot in accordance with the following provisions of this Bye-Law :

a) Not less than 21 clear days prior to the Annual General Meeting, a list in alphabetical order of all the candidates eligible for election (hereinafter called a "ballot paper") shall be posted to each Member of the Chamber. A Member wishing to vote by post may do so by completing and returning the ballot paper to the Director so that it is received by him not less than 24 hours before the time fixed for the holding of the Annual General Meeting.

b) Members not voting by post in accordance with paragraph (a) above may, if present, through their authorised representatives or by proxy or attorney vote at the Annual General Meeting.

c) At the Annual General Meeting, all Members present through their authorised representatives, or by proxy or attorney [other than Members who have voted by post in accordance with paragraph (a) above], shall be given ballot papers for completion.

d) A ballot paper shall be completed by indicating in the manner set forth thereon those candidates for whom the Member wishes to vote. Members may vote for any number of candidates up to the same number of candidates as there are vacancies.

e) Any ballot paper not properly completed shall be disqualified.

f) Ballot papers completed at the Annual General Meeting shall be collected by two scrutineers approved for the purpose by a vote on a show of hands at the meeting. The scrutineers shall check all the ballot papers and count the votes cast in favour of each candidate and shall advise the chairman of the meeting of successful candidates being those with the highest number of votes and the chairman of the meeting shall, in turn, announce their names and the number of votes cast for every candidate to the meeting.

g) In the case of an equality of votes between the candidates in respect of the last remaining vacancy or vacancies, then as between those candidates, the successful candidate shall be determined by lot drawn by the chairman of the meeting.

h) One recount may be demanded either by the chairman of the meeting or by any candidate who was not declared elected, if such demand is made within five minutes from the announcement of the result of the ballot by the chairman of the meeting, and such recount shall be carried out forthwith by the two scrutineers.

GENERAL COMMITTEE

8. One of the Vice-Chairmen appointed pursuant to Article 33 shall be designated the "Deputy Chairman".

9. The meetings of the General Committee shall be held at such time and place as the General Committee may from time to time direct or failing such direction as the Chairman, or in his absence a Vice-Chairman may decide.

10. Such meetings shall be convened by direction of the Chairman or a Vice-Chairman, or on the requisition of three members of the General Committee; such requisition shall clearly specify the object or objects for which the meeting is to be convened.

11. Any member of the General Committee may immediately after the Annual General Meeting each year, or immediately after his first appointment as a member of the General Committee, by notice in writing signed by him and lodged with the Director appoint a person as an observer to attend meetings of the General Committee from which he is absent, subject to the following conditions:

(a) The person so appointed must be a director, officer, employee or partner of the Member of which the member of the General Committee making the appointment is the authorised representative and must have the same or similar rank or seniority within the organisation of that Member as has such member of the General Committee.

(b) The appointment shall be subject to approval by the General Committee.

(c) The person so appointed may not attend more than three meetings of the General Committee in any period between one Annual General Meeting and the next.

(d) The person so appointed may at meetings of the General Committee speak on behalf of the absent member of the General Committee who appointed him but shall have no vote and shall not form part of the quorum for such meetings.

(e) The appointment shall lapse if for any reason the person who made the appointment shall cease to be a member of the General Committee. Otherwise, the appointment shall lapse at the next Annual General Meeting.

(f) The member of the General Committee making the appointment shall be responsible for notifying the person so appointed of the meetings of the General Committee he wishes him to attend and for providing him with all papers relevant to such meetings.

12. Except in urgent cases three clear days' notice of every meeting of the General Committee shall be given by the Director to the members of the General Committee.

13. Particulars of the business to be transacted at any meeting shall as far as practicable be stated in the Notice convening the same.

14. Members of the General Committee desiring to place a Notice of motion on the Agenda for the Meeting may do so by giving the Director 7 clear days' notice thereof in writing.

15. No resolution or act of the General Committee shall be amended or rescinded at any future meeting unless due notice of the motion to amend or rescind the same shall have been given in the Notice convening such meeting.

16. The affixing of the Common Seal of the Chamber to any Petition, Memorial or other document (certificates of origin and other certificates of a like character only excepted) shall be attested by the signature of the Chairman, Vice-Chairman or the Director for the time being of the Chamber.

17. The affixing of the Common Seal of the Chamber to certificates of origin and other certificates of a like character shall be attested by the signature of the Director for the time being of the Chamber, or by the signature of some responsible person who may with the approval of the Director be duly authorised in that behalf.

18. Before payment, all accounts shall be approved by an appropriate officer for the time being authorised by the General Committee. All monies received by the Chamber shall be paid into a Bank.

19. The record and Minutes of the proceedings of every meeting of the General Committee shall be signed by the Chairman of the Meeting and by the Director as soon as convenient after such meeting.

20. The number of votes on all divisions of the General Committee shall be recorded in the Minutes.

21. The Minutes of the General Committee shall until signed be open to the inspection of members of the General Committee only whether present at the meeting or not.

COMMITTEES

22. Three members of a Committee shall form a quorum.

23. The record and minutes of the proceedings of every meeting of all Committees shall be signed by the Chairman thereof as soon as convenient after such meeting and until signed shall be open to the inspection of the members of such Committee only whether present at the meeting or not.

DUTIES OF DIRECTOR

24. The Director acting under the General Committee shall superintend and be responsible for the general working of the Chamber.

25. All books, documents, records and papers other than those concerning accounts which shall be kept in the Treasurers' Office, shall be in the charge of the Director and minutes of any proceedings shall not be made public without an order of the General Committee and no Member shall be entitled to view any unpublished correspondence or records of the Chamber except at the direction of such committee.

26. Notice of any proposition or business to be brought by Members before the Annual General Meeting shall be given to the Director at least 14 clear days before the meeting.

For additional information, please contact us by phone (852) 2823 1203, by Fax: (852) 2527 9843 or via email membership@chamber.org.hk