|
|
The name of the company
is THE HONG KONG GENERAL CHAMBER OF COMMERCE 香港總商會 (and in these Articles, it is called the
"Chamber").
|
|
Name
of company
|
|
|
The registered office of
the Chamber will be situated in Hong Kong.
|
|
Registered office to be in Hong Kong
|
|
|
Interpretation
|
|
|
|
|
(1) In
these Articles:
"Associate Member" means a Member who has
been admitted as an Associate Member;
"Bye-Laws" means the Bye-Laws made
from time to time by the General Committee in accordance with Article 30;
"Chief Executive
Officer" means such person as may be appointed to such office from time to
time by the General Committee pursuant to Article 12;
"Council" means the Advisory
Council of the Chamber of the time being, and "Council Member"
means a member of the Council;
"Disciplinary
Committee" means a disciplinary committee appointed from time
to time by the General Committee in accordance with Article 36;
"Elected GC Member" has the meaning ascribed
thereto in Article 11;
"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;
"General Committee" means the General
Committee of the Chamber for the time being;
"General Committee
Members" means the members of the General Committee as set
out in Article 11 and such person shall be deemed to be a "director"
of the Chamber for the purposes of the Ordinance;
"Group Members" has the meaning ascribed
thereto in Article 33;
"Member" means a duly registered
member of the Chamber, as an Associate Member or Full Member;
"month" means calendar month;
"Objects" means the objects of the
Chamber as expressed in these Articles;
"Ordinance"
means
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) including the
related subsidiary legislations;
"partnership" means any body of
persons formed in accordance with the Partnership Ordinance (Chapter 38 of
the Laws of Hong Kong) carrying on a trade, profession or business in Hong
Kong and registered under the Business Registration Ordinance (Chapter 310 of
the Laws of Hong Kong) from which one partner shall be nominated from time to
time as the representative for the purpose of membership of the Chamber;
"reporting documents" has the meaning
ascribed thereto in Article 58;
"Seal" means the common seal
of the Chamber, if so kept;
"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 (Chapter
151 of the Laws of Hong Kong) from which one member shall be nominated from time to time as
the representative for the purpose of membership of the Chamber;
"these
Articles" means these Articles of Association as from time to
time added to or altered in accordance with these Articles and the Ordinance
as amended from time to time and every other ordinance for the time being in
force concerning companies and affecting the Chamber, and a reference to an
"Article"is a reference to an article of these Articles;
"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 (Chapter 310 of the Laws of Hong Kong) from which one member shall
be nominated from time to time as the representative for the purpose of
membership of the Chamber.
| (2) |
The words "writing"and
"written" means written or produced by any substitute for writing or partly one
and partly another and the
expressions 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. |
| (3) | Words
importing one gender shall include all genders, and the singular includes the
plural and vice versa. |
| (4) | Words
importing persons include corporations, partnerships, unincorporated
associations and societies. |
| (5) | Other
words or expressions used in these Articles have the same meaning as in the
Ordinance as in force on the date these Articles become binding on the
Chamber. |
|
|
Interpretation
|
|
|
|
|
|
|
|
The provisions in the
model articles specified in the Companies (Model Articles) Notice prescribed
pursuant to the Ordinance shall not apply to the Chamber.
|
|
Model articles not to
apply
|
|
|
Liability of Members
|
|
|
|
|
The liability of the Members is limited.
|
|
Liability of Members to
be limited
|
|
|
Each person who is a Member undertakes that if
the Chamber is wound up while the person is a Member, or within one
year after the person ceases to be such a Member, the person will
contribute an amount required of the person, not exceeding HK$10, to the Chamber's
assets‑
| (1) | for
the payment of the Chamber's debts and liabilities contracted before the person
ceases to be such a Member; |
| (2) | for
the payment of the costs, charges and expenses of winding up the Chamber; and |
| (3) | for
the adjustment, among the contributories, of their rights. |
|
|
Contribution required of
the Members if the Chamber is wound up
|
|
|
Objects
|
|
|
|
|
The objects for which
the Chamber is established ("Objects") are specifically
expressed below:
| (1) | To
promote, represent and safeguard the interests of the Hong Kong business
community. |
| (2) | To
consider all questions connected with the trade, commerce and industry of Hong Kong. |
| (3) | To
promote, support, or oppose legislative or other measures affecting such
trade, commerce and industry. |
| (4) | 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. |
| (5) | To
collect and disseminate statistical and other information relating to trade,
commerce and industry. |
| (6) | 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 or otherwise desirable, and either
gratuitously or otherwise. |
| (7) | To
borrow any money required for the purposes of the Chamber, upon such securities
as may be determined. |
| (8) | 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. |
| (9) |
To sell,
improve, manage, develop, lease, mortgage, dispose of, or otherwise deal
with, all or any part of the property of the Chamber. |
| (10) | To
do all such other lawful things as are incidental or conducive to the
attainment of the above Objects. |
|
|
Objects of Chamber
|
|
|
The Chamber has power to
do anything which is calculated to further its Objects but not otherwise, or
is conducive or incidental to doing so.
|
|
Powers of Chamber
|
|
|
The funds and business
of the Chamber shall be managed and carried on in accordance with these
Articles.
|
|
Funds and business of
Chamber
|
|
|
Application of income
and property
|
|
|
|
|
| (1) | The
income and property of the Chamber shall be applied solely towards the
promotion of the Objects. |
| (2) | Subject
to paragraph (3) of this Article, none of the income or
property of the Chamber may be paid or transferred directly or indirectly, by
way of dividend, bonus or otherwise howsoever to any Member. |
| (3) | Nothing in this Article
shall prevent the payment, in good faith, of reasonable and proper remuneration
to any officers or servants of the Chamber, or to any member of the Chamber,
or other person, in return for any goods or services actually rendered to the
Chamber. |
|
|
Application of income and
property
|
|
|
General Committee
|
|
|
|
|
The business and funds
of the Chamber shall be managed by the General Committee which shall consist
of:-
| (1) | not
less than 12 or more than 24 persons each of whom shall be a person whose
name has been duly notified to the Chief Executive Officer as the authorised
representative of a Full Member, and all of whom having been elected as members of the
General Committee in accordance with these Articles ("Elected GC
Members"); and |
| (2) | ex
officio, the person for the time being holding office under the Legislative
Council Ordinance (Chapter 542 of the Laws of Hong
Kong)
as the elected member of the Legislative Council in respect of the commercial (first) functional constituency. |
|
|
Business and funds of the
Chamber to be managed by the General Committee
|
|
|
Powers of General Committee
|
|
|
|
|
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 these Articles) 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 (if kept) 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 the Ordinance conferred exclusively
upon general meetings.
|
|
General Committee to
transact all business of the Chamber
|
|
|
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.
|
|
Funds to be under control
of the General Committee
|
|
|
Retirement of General Committee Members by rotation and Appointment of General Committee Members
|
|
|
|
|
| (1) | At each annual general meeting, one-quarter of the
Elected GC Members shall retire or, if their number is not four or a multiple
of four, then the number nearest one-quarter, shall retire. |
| (2) | The
Elected GC Members 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 GC Members on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot. |
| (3) | A
retiring Elected GC Member shall be eligible and may offer himself for
re-election without nomination, subject however to Article 15. |
| (4) | In
all other cases the nomination and election of Elected GC 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. |
|
|
Rotation of elected member of the General Committee
|
|
|
| (1) | No
person (including a retiring General Committee Member) shall, notwithstanding
any other provision of these Articles, be eligible for election (or re-election) at any annual general
meeting as an Elected GC Member 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. |
| (2) | No
person who has served as a General Committee Member for 16 years or longer (be
that a continuous term or otherwise, but not counting the period serving as
an ex officio) shall stand for election for any further term of office,
unless he is also the Chairman or Deputy Chairman or a Vice Chairman for the
time being. |
| (3) | A
General Committee Member (not being the Chairman, Deputy Chairman or a Vice
Chairman for the time being) shall be deemed to have retired as General
Committee Member on the day his aggregated term of office as General
Committee Member (be that a continuous term or otherwise, but excluding the
period serving as an ex offico) reaches 16 years, unless otherwise decided by
the General Committee. |
| (4) | A
General Committee Member (not being the Chairman, Deputy Chairman or a Vice
Chairman for the time being) whose aggregated term of service as General
Committee Member (be that a continuous term or otherwise, but excluding the
period serving as an ex offico) has reached or exceeded 16 years on the day
of adoption of these Articles, shall be deemed to have retired as General
Committee Member on the very next day following adoption of these Articles,
unless otherwise decided by the General Committee. |
|
|
Candidates for election to General Committee to comply with Articles and Bye-Laws
|
|
|
| (1) | Vacancies
in the General Committee shall be filled at the annual general meeting either
pursuant to paragraph (2) of this Article or by election pursuant to
paragraph (3) of this Article. |
| (2) | If
the number of candidates eligible for election is equal to or less than the
number of vacancies to be filled, the chairperson of the meeting shall
declare all such persons to be elected. |
| (3) | 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. |
| (4) | Nothing in this Article shall affect the power of the General Committee to appoint
any General Committee Members in accordance with Article 18. |
|
|
Vacancies in the General
Committee
|
|
|
New Elected GC Members 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 of the General Committee to enter office after the annual general meeting
|
|
|
Without prejudice to the
power of the Chamber to appoint any General Committee Member in general
meeting, vacancies occurring among the Elected GC Members may be filled up by
the General Committee from the general body of authorised representatives of
Full Members, and the term of office of each General Committee Member so
elected shall be for the unexpired period of office of the General Committee
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 vacancy
|
|
|
Any General Committee Member may within 30 days
after the annual general meeting each year, or within 30 days after his first
appointment as a member of the General Committee, by notice in writing signed
by him and lodged with the Chief Executive Officer appoint a person as an
observer to attend no more than three meetings of the General Committee
between one annual general meeting and the next from which he is absent,
subject to the conditions set out in the Bye-Laws. The appointment shall be
subject to approval by the General Committee, and the observer shall have the right to speak but no right to vote
at such meetings, and shall not form
part of the quorum for such meetings.
|
|
General Committee Member may appoint observer
|
|
|
Disqualification and removal of General Committee Members
|
|
|
|
|
The office of an Elected GC Member
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:-
| (1) | if
he shall become prohibited by law from acting as a director of a company
incorporated or registered in accordance with the Ordinance; |
| (2) | 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; |
| (3) | if
he shall have a receiving order made against him or shall make any
arrangement or composition with his creditors generally; |
| (4) | 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; |
| (5) | if,
without the General Committee’s consent, he is absent from four consecutive
meetings of the General Committee (whether or not an observer appointed by
him attends) without reasons satisfactory to the General Committee and the
General Committee resolves that his office be vacated; |
| (6) | if
a notice in writing signed by all the other
General Committee Members shall be served upon him for his removal, or if two-third or more of the General Committee
Members present in a meeting of the General Committee shall have voted for
his removal, and any executive office to which he was
appointed shall thereby automatically determine without prejudice to
any claim for damages for breach of any contract of service between him and
the Chamber; |
| (7) | if
he shall be removed from office by ordinary resolution in accordance with the Ordinance. |
|
|
Casual vacancies of the General Committee
|
|
|
Proceedings of the General Committee
|
|
|
|
|
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 transaction of business; until otherwise determined four shall form
a quorum. The Chairman or any three members of the General Committee may
at any time require the Chief Executive Officer to convene a meeting of the
General Committee. At all meetings of the General Committee, each General Committee Member shall have one vote. In
case of an equality of votes, the Chairman shall have a second or
casting vote.
|
|
Four shall form a quorum
|
|
|
Remunerations and benefits to the General Committee Members
|
|
|
|
|
No General Committee Member shall be appointed to
any salaried office of the Chamber, or any office of the Chamber with fixed fees being
payable, and no remuneration or other benefit in money or money’s worth shall
be given by the Chamber to any General Committee Member except as provided in
Article 10.
|
|
Remunerations and
benefits to the General Committee Members
|
|
|
Conflicts of
interests
|
|
|
|
|
| (1) | A
General Committee Member who is in any way, whether directly or indirectly,
materially interested in a contract, arrangement or transaction or proposed
contract, arrangement or transaction with the Company and which is of
significance in relation to the Company’s business must declare the nature
and extent of his interest to the other General Committee Members in
accordance with section 536 of the Ordinance. |
| (2) | A
General Committee Member shall not be entitled to vote in respect of any
contract, arrangement or transaction or proposed contract, arrangement or
transaction in which he is so interested, and he shall not be taken into
account in determining the quorum for the meeting. |
| (3) | Paragraph
(2) shall not apply to:- |
| (a) | an
arrangement for giving a General Committee Member any security or indemnity
in respect of money lent by the General Committee Member to or obligation
undertaken by the General Committee Member for the benefit of the Chamber; |
| (b) | an
arrangement for the Chamber to give any security to a third party in respect
of a debt or obligation of the Chamber for which the General Committee Member
has assumed responsibility wholly or in part under a guarantee or indemnity
or by the deposit of a security; or |
| (c) | an
arrangement under which benefits are made available to employees and General
Committee Members or former employees and General Committee Members, which do
not provide special benefits for General Committee Members or former General
Committee Members. |
| (4) | Subject
to the provisions of these Articles and the Ordinance, a General Committee
Member may be party to, or in any way interested in, any contract or
arrangement or transaction to which the Chamber is a party and he may hold
any other office or position of profit under the Chamber (other than the
office of auditor of the Chamber) and he (or any firm of which he is a
member), may act in a professional capacity for the Chamber and be
remunerated therefor. In any such case as aforesaid, any transaction,
arrangement or contract entered into by or on behalf of the Chamber in which
any General Committee Member is in any way interested is not liable to be
avoided, and a General Committee Member so interested is not liable to
account to the Chamber for any profit and advantage directly or indirectly accruing
to him thereunder or in consequence thereof provided that the General
Committee Member has duly disclosed his interest in accordance with Article 23. |
| (5) | The
Chamber may by ordinary resolution suspend or relax the provisions of this
Article to any extent or ratify any transaction not duly authorised by reason
of a contravention of this Article provided that the votes of any interested
Members are disregarded. |
|
|
Conflicts of interests
|
|
|
Written Resolutions of General Committee Members
|
|
|
|
|
A resolution in writing
signed (in such manner as to indicate, expressly or impliedly, unconditional
approval) by or on behalf of a majority of the General Committee Members
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 General Committee Member to sign, and where
the resolution states a date as being the date of his signature thereof by
any General
Committee 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 General Committee Members.
|
|
Written resolutions of
General Committee to be valid
|
|
|
Officers of the
Chamber
|
|
|
|
|
At its first meeting
after the annual general meeting, the General Committee shall appoint a
Chairman, a Deputy Chairman and three Vice Chairmen from among
their own number. The Chairman, or failing him the Deputy Chairman, or
failing any of them one of the Vice Chairmen, shall preside at all meetings of the
General Committee and of the Chamber. If neither the Chairman, the Deputy
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 chairperson of the meeting.
|
|
General Committee to appoint Chairman, Deputy Chairman and Vice Chairmen
|
|
|
|
|
|
|
|
Delegation of powers by General Committee
|
|
|
|
|
| (1) | 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 General Committee
Members. |
| (2) | 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 information on that subject. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
|
|
Committees may be
appointed
|
|
|
Validity
of decisions of General Committee
|
|
|
|
|
All
acts done by the General Committee or by any committee formed under the preceding Article or by any person acting as a General Committee Member or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the General Committee or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office or that they or any of them were not entitled to vote on the matter in question, be as valid as if every such person had been duly appointed and was qualified and had continued to be a General Committee Member or member of such committee
|
|
Decisions of General
Committee as if every General Committee Members had been duly appointed
|
|
|
Company
Secretary
|
|
|
|
|
The Chief Executive Officer shall be deemed to be the
secretary of the Chamber for the purpose of the Ordinance. The General
Committee may also appoint from time to time on such terms as they may think
fit one or more assistant secretaries.
|
|
Chief Executive Officer
deemed to be company secretary
|
|
|
The Council
|
|
|
|
|
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 to provide for nomination and election to the
Council and for such other matters deemed requisite by the General Committee.
|
|
Council to advise on
matters of policy
|
|
|
Bye-Laws
|
|
|
|
|
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 convening 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 these Articles. The General Committee may, at any time, revoke or
alter any of the said Bye-Laws.
|
|
General Committee may
make Bye-Laws
|
|
|
Qualification
of Members
|
|
|
|
|
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 these Articles, membership shall be
open to persons of all races and nationalities.
|
|
Membership to consists of
corporations etc. carrying on business in Hong Kong and to be international
in character
|
|
|
Associate
Members
|
|
|
|
|
The General Committee may at any time and from
time to time create one or more classes of Associate Member with rights, privileges and obligations and on such terms and
conditions as may be determined by the General Committee. 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.
|
|
Rights and restrictions
of Associate Members
|
|
|
Election
of Members
|
|
|
|
|
| (1) | 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
|
|
|
| (2) | 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
|
|
|
| (3) | No
Full Member shall have any right of voting at general meetings of the Chamber
or of participating in any election of General Committee Members until the
expiration of two months after election as a Member.
|
|
|
Restriction of voting
rights
|
|
|
| (4) | 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 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
twenty per cent or more. |
|
|
Group Members –
Limitation of voting rights
|
|
|
| (5) | 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 (4) of this Article. |
|
|
|
|
|
Subscription
|
|
|
|
|
| (1) | 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
|
|
|
| (2) | 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. |
|
|
Subscription to be
payable in advance
|
|
|
| (3) | No
Member shall have any right of voting whose subscription is more than two
months in arrears. |
|
|
Members in arrears to
have no vote
|
|
|
| (4) | 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
|
|
|
|
|
Any
Member wishing to retire from the Chamber must give written notice to that
effect to the Chief Executive Officer one calendar month at least before 1st
January in any year.
|
|
Members retiring to give
prior written notice
|
|
|
Expulsion
of Members
|
|
|
|
|
| (1) | A majority of the General Committee Members 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
|
|
|
| (2) | The Chief
Executive Officer 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 is received signed at least by twenty Members
addressed to the Chief Executive
Officer requiring that a general meeting
of Members be convened for the purpose of considering the action taken by the
General Committee and if the action taken by the General Committee is not confirmed
at the 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 Committee or Disciplinary Committee
|
|
|
Any Member shall ipso
facto cease to be a Member if :
| (1) | its
annual subscription is more than sixty days in arrears, 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 arrears; |
| (2) |
it shall neglect or refuse to
comply with any of these Articles or any Bye-Laws of the Chamber
for the time being after written notice
sent to it by registered post by the Chief
Executive Officer on the instructions
of the General Committee directing its attention to such neglect or refusal; |
| (3) |
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; |
| (4) |
being a partnership, it is
dissolved for any reason except on the admission, retirement or death of its
partners; |
| (5) |
being an unincorporated
association or society, it is dissolved for any reason; |
| (6) | being
an individual, he becomes subject to a receiving order or dies. |
|
|
Circumstances in which a
Member shall ipso facto cease to be a Member
|
|
|
General
meetings
|
|
|
|
|
The Chamber shall, in
respect of each financial year of the Chamber, hold a general meeting as its
annual general meeting in accordance with the requirements of the Ordinance
at such time and place as may be determined by the General Committee (unless
the holding of annual general meeting is dispensed with or not required in
accordance with the Ordinance) to:-
| (1) | receive
and/or adopt the financial statements, the reports of the General Committee
and the auditors; |
| (2) | elect
the General Committee for the ensuing year; |
| (3) | elect
the auditors and to fix their remuneration or determine the manner in which
such remuneration is to be fixed; and |
| (4) | consider
and, if necessary, take action, with reference to any business or motion of
which not less than fourteen days' notice has been given by Members holding in
aggregate not less than 5 per cent of the total voting rights of the meeting, provided that the same
is not repugnant to or
inconsistent with these Articles or the Ordinance. |
All other meetings of
the Chamber other than an annual general meeting shall be called general meetings.
|
|
Annual general meeting
|
|
|
The General Committee
may, if it thinks fit, and shall on requisition by such Members holding in aggregate not less than 5 per cent
of the total voting rights at the meeting, convene a general meeting. Such
requisition must state the general nature of the business to be dealt with at
the meeting and may include the text of a resolution that may properly be
moved and is intended to be moved at the meeting.
|
|
Power of General Committee
Members and Members to convene a general meeting
|
|
|
Notice of general
meeting
|
|
|
|
|
An
annual general meeting shall be called by twenty-one days' notice in writing
at the least and any other general meeting by fourteen days' notice in
writing at the least. The period of notice shall in each case be exclusive of
the day on which it is served or deemed to be served and of the day on which
the meeting is to be held and shall be given in manner hereinafter mentioned
to all Members, provided that a general meeting notwithstanding that it has
been called by a shorter notice than that specified above shall be deemed to
have been duly called if it is so agreed:
| (1) | in
the case of a meeting called as the annual general meeting, by all the
Members entitled to attend and vote thereat; and |
| (2) | 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 holding
not less than 95 per cent of the total voting rights at the meeting of all
the Members. |
|
|
Annual general meeting to
be convened with 21 days’ notice and other general meeting with 14 days’
notice
|
|
|
| (1) | Every
notice calling a general meeting shall specify the place and the day and the
time of the meeting and other particulars required under the Ordinance. |
| (2) | In
the case of an annual general meeting, the notice shall specify the meeting
as such. |
| (3) | 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. |
| (4) | If
any resolution is to be proposed as a special resolution, the notice shall
specify the intention and include the text of the special
resolution. |
| (5) | For
the purposes of the above, "routine business" shall mean and
include only business transacted at an annual general meeting as described in
Article 38. |
|
|
Contents of notices
|
|
|
Proceedings at
general meetings
|
|
|
|
|
All general meetings of
the Chamber shall be presided over by the Chairman, the Deputy Chairman or
any Vice Chairman. If none of them 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 chairperson of the meeting. If no
General Committee Member is present, or if no General Committee Member is
willing to act as chairperson of the meeting, the Full Members present shall
elect one of their number to be the chairperson. The chairperson 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 in person or by proxy or 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, Deputy Chairman
or Vice Chairman to preside at general meetings
|
|
|
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
|
|
|
If an amendment shall be
proposed to any resolution under consideration but shall in good faith be
ruled out of order by the chairperson 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
|
|
|
No resolution passed at
an annual general meeting or other general meeting shall be rescinded except
by a resolution passed at an annual general meeting or other general meeting
for which due notice has been given to pass such resolution.
|
|
Rescinding of resolutions
|
|
|
Members acting by
representatives
|
|
|
|
|
Full Members shall
notify the Chief Executive Officer 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 these Articles to be nominated for election to the General
Committee, and immediate notice of change of representative shall be given to
the Chief Executive Officer. Each Associate Member (not being an individual)
shall notify the Chief Executive Officer 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, and immediate notice of change of
representative shall be given to the Chief Executive Officer. 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 of such Members.
|
|
Members to nominate one
representative
|
|
|
Appointed attorney
|
|
|
|
|
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
|
|
|
Proxies
|
|
|
|
|
| (1) | 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. |
| (2) | 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. |
| (3) | 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 forty-eight
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. Unless an instrument
of proxy indicates otherwise, it shall be regarded as allowing the person
appointed under it as a proxy discretion as to how to vote on any ancillary
or procedural resolutions put to the general meeting. |
| (4) | An
instrument appointing a proxy shall be deemed to include the right to demand
or join in demanding a poll. |
| (5) | 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 forty-eight hours
before, or by the Chief Executive Officer or the chairperson 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. |
| (6) | A
proxy’s authority in relation to a resolution is to be regarded as revoked if
the Member who has appointed the proxy attends in person the general meeting
at which the resolution is to be decided, and exercises, in relation to the
resolution, the voting right that the Member is entitled to exercise. A
Member who is entitled to attend, speak or vote at a general meeting remains
so entitled in respect of the meeting or any adjournment of it, even though a
valid proxy notice has been delivered to the Chamber by or on behalf of the
Member. |
|
|
Proxies
|
|
|
Votes of members
|
|
|
|
|
On a vote on a
resolution (whether on a show of hands or on a poll) at any general meeting
of the Chamber, every Full Member present in person or by proxy shall have
one vote.
|
|
Every Full Member to have
one vote
|
|
|
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 chairperson of the meeting or by at least five Full
Members present in person or by proxy or through their authorised
representatives and entitled to vote or by any Members representing at least
5% of the total voting rights at the meeting. If, before or on the
declaration of the result on a show of hands, the chairperson knows from the
proxies received by the Chamber that the result on a show of hands will be
different from that on a poll, the chairperson must demand a poll.
|
|
Voting to be by show of
hands unless poll demanded
|
|
|
A demand for a poll may
be withdrawn only with the approval of the meeting. Unless a poll is
required, a declaration by the chairperson 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 chairperson 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 chairperson 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.
|
|
Manner of conducting poll
|
|
|
Company Seal
|
|
|
|
|
The General Committee may
provide for the custody of a Seal, and any instrument to which the Seal is
affixed shall be attested in the following manner:
| (1) |
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, the Deputy Chairman, the Vice Chairman or the Chief Executive Officer for the
time being of the Chamber; and |
| (2) |
certificates
of origin or other certificates of a like character shall be attested by the
signature of the Chief Executive Officer for the time being of the Chamber,
or by the signature of any one or more persons authorised for the purpose by the Chief Executive Officer. |
|
|
Manner of execution of
instruments to which the Seal is affixed
|
|
|
Notwithstanding and without
prejudice to the preceding Article, a document which requires execution under Seal may be executed by the Chamber
without affixing the Seal thereto by two General Committee Members or by one
General Committee Member and the Secretary signing on
the Chamber’s behalf. The Chamber may execute a document as a deed without affixing the Seal
thereto by executing it in the aforesaid manner, with the document expressed to be executed and delivered by the Chamber, as a
deed.
|
|
Manner of execution
without affixing the Seal
|
|
|
Cheque and Other
Documents
|
|
|
|
|
All documents and cheques requiring
signature shall be signed by such person or persons as the General Committee or the Chief Executive Officer (if so authorised by
the General Committee to act on its behalf) shall from time to time
nominate for that purpose.
|
|
Signing of cheques and
other documents
|
|
|
Records of Chamber
|
|
|
|
|
A correct record of the
proceedings of the Chamber and its General Committee and Committees shall be
kept by the Chief Executive Officer, 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:-
| (1) | at the annual general meeting; or |
| (2) | at
the time when written resolutions in lieu of such annual general meeting are
passed in accordance with the Ordinance. |
|
|
Records to be kept by
Chief Executive Officer
|
|
|
Accounts
|
|
|
|
|
The General Committee
must prepare annual financial statements for each accounting reference period
as required by the Ordinance and keep accounting records as required by the
Ordinance. The financial statements must be prepared to show a true and fair
view and follow accounting standards issued or adopted by the Hong Kong
Institute of Certified Public Accountants or its successors and adhere to all
of its recommended practices.
|
|
General Committee to
prepare annual financial statements and keep accounting records
|
|
|
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 authorised
by the General Committee.
|
|
General Committee to
decide when accounts to be open to inspection of Members
|
|
|
The General Committee
shall from time to time cause to be prepared and (if applicable) laid before
the Chamber in general meeting such financial statements, the report of the
General Committee and the auditor’s report (the "reporting documents")
in accordance with the Ordinance.
|
|
Reporting documents to be
prepared in accordance with the Ordinance
|
|
|
A copy of the reporting
documents for the financial year (including every document required by law to
be annexed thereto), or a summary financial report instead as permitted under
the Ordinance, shall not less than twenty-one days before the date of the
meeting at which the reporting documents are to be laid before the Chamber be
sent to every Member and to every other person who is entitled to receive
notices of meetings from the Chamber under the provisions of the Ordinance or
of these Articles.
|
|
Reporting documents to be
sent to Members at least 21 days before the date of the meeting at which the
reporting documents are to be laid
|
|
|
Audit
|
|
|
|
|
Auditors shall be
appointed and their duties regulated in accordance with the Ordinance.
|
|
Auditors to be appointed
in accordance with the Ordinance
|
|
|
Means of
communication to be used
|
|
|
|
|
Notices may be served
upon Members either by hand delivery or by post in prepaid letters or
circulars addressed to such Members at their registered addresses or by
advertisement twice in one or more daily newspapers circulating in Hong Kong
or by any facsimile or other electronic means to any transmission number,
address or other communications details supplied by such Members and enabling
the Company to communicate with them in electronic form or (subject to
compliance with Part 18 of the Ordinance) by posting it on a website.
|
|
Notice may be served upon
Members by various means
|
|
|
| (1) | Any
notice sent by post shall be deemed to have been served on the second day
after the day on which a prepaid envelope containing the same is put into the
post, and in proof of such service, it shall be sufficient to show that the
letter containing the notice was properly addressed and posted. |
| (2) | 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. |
| (3) | Any
notice, if given by facsimile or other electronic means, shall be deemed to
have been served twenty-four hours after it has been sent. |
| (4) | Any
notice, if sent by posting on a website, shall be deemed to have been given twenty-four
hours after the notice or document has been made available on the website and
a notification specifying the presence of the notice and other matters
required by the Ordinance has been sent to the Members. |
|
|
Deemed service of notice
|
|
|
Permitted Indemnity
|
|
|
|
|
Subject to the provisions of and so far as may be
consistent with the Ordinance, every General Committee Member or former
General Committee Member, Secretary or other officer of the Chamber shall be
entitled to be indemnified by the Chamber against all costs, charges, losses,
expenses and liabilities incurred by him to a person other than the Chamber
or an associated company of the Chamber in the execution and/or discharge of
his duties and/or the exercise of his powers and/or otherwise in relation to
or in connection with his duties, powers or office, provided that such
indemnity shall not cover:-
(1) any
liability of a General Committee Member to pay:-
| (a) | a
fine imposed in criminal proceedings; or |
| (b) | a
sum payable by way of a penalty in respect of non-compliance with any
requirement of a regulatory nature; or |
(2) any
liability incurred by a General Committee Member:-
| (a) |
in defending criminal proceedings in which the General Committee
Member is convicted; |
| (b) | in
defending civil proceedings brought by the Chamber in which judgment is given
against the General Committee Member; |
| (c) | in
defending civil proceedings brought on behalf of the Chamber by a Member of
the Chamber in which judgment is given against the General Committee Member; |
| (d) | in
connection with any application under any laws for relief from liability in
which the court refuses to grant the General Committee Member relief; or |
| (e) | to the Chamber in connection with any negligence, default, breach
of duty or breach of trust in relation to the Chamber. |
|
|
General Committee Members
or other officer entitled to be indemnified by Chamber in certain
circumstances
|
|
|
A reference in the immediately preceding Article to a
conviction, judgment or refusal of relief is a reference to the final
decision in the proceedings, and for these purposes, a conviction, judgment
or refusal of relief:-
| (1) | if not appealed against, becomes final at the end of the period for
bringing an appeal; or |
| (2) | if appealed against, becomes final when the appeal, or any
further appeal, is disposed of (and for these purposes, an appeal is disposed
of if it is determined and the period for bringing any further appeal has
ended, or it is abandoned or otherwise ceases to have effect). |
|
|
|
|
|
The General Committee may decide to purchase and maintain
insurance, at the expense of the Chamber, for a General Committee Member
against:-
| (1) | any
liability to any person attaching to the General Committee Member in
connection with any negligence, default, breach of duty or breach of trust
(except for fraud) in relation to the Chamber; or |
| (2) | any
liability incurred by the General Committee Member in defending any
proceedings (whether civil or criminal) taken against the director for any
negligence, default, breach of duty or breach of trust (including fraud) in
relation to the Chamber. |
|
|
General Committee may
decide to purchase and maintain insurance for a General Committee Member
|
|
|
Net Assets on Winding
up and Dissolution
|
|
|
|
|
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 net assets"),
the net assets shall not be paid to or distributed among the Members but shall be
given or transferred to some other institution or institutions, having
objects similar to the Objects, 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 Chamber under or by virtue of Article 10
above and this Article, such institution or institutions to be determined by
a resolution of the Members 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 the matter. If and so far as
effect cannot be given to the aforesaid provisions, the net assets shall be
applied for charitable purposes as directed by a Judge of the High Court of the
Hong Kong Special Administrative Region having jurisdiction in the matter.
|
|
|
|
|
Amendments
to Articles of Association
|
|
|
|
|
No addition, alteration
or amendment shall be made to or in the articles of association of the
Chamber, unless such addition, alteration or amendment has previously been
submitted to and approved by the Registrar of Companies in writing or is made
under a direction given under section 104(2)(b) or 105 of the Ordinance.
|
|
Amendments to Articles
subject to prior approval by Registrar of Companies
|
|
|
Representation of
Members
|
|
|
|
|
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 Chamber shall not
form a subsidiary or hold a controlling interest in another body corporate,
unless the formation of such a subsidiary or the holding of such a controlling
interest has previously been approved by the Registrar of Companies in
writing.
|
|
Formation of subsidiary
or holding a controlling interest in another corporate body requires prior
approval by Registrar of Companies
|