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Articles of Association

Bye-Laws of

THE HONG KONG GENERAL CHAMBER OF COMMERCE 香港總商會

(Adopted by the General Committee on 10 May 2016 )

These Bye-Laws are made by the General Committee in exercise of the power conferred upon it by Article 30 of the Articles of Association of THE HONG KONG GENERAL CHAMBER OF COMMERCE 香港總商會 (the "Chamber").

These Bye-Laws should be read in conjunction with the Articles of Association and unless otherwise defined herein, all capitalized terms in these Bye-Laws shall have the same meanings as those defined in the Articles of Association.

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. Retiring Chairmen should also be invited to join the Council. 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 15 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 are to be informed (via email or otherwise) of the date of annual general meeting when it has been decided upon, to give the Members sufficient time to nominate candidates for election to the General Committee. Nominations must be in writing enclosed in sealed envelopes and addressed to the Chief Executive Officer at the office 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 16(2) 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) 

Together with the notice of 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 Chief Executive Officer so that it is received by him not less than 48 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, shall be given ballot papers for completion. For the avoidance of doubt, if the Member who has voted by post in accordance with paragraph (a) above attends the annual general meeting and exercises the voting rights that the Member is entitled to exercise in respect of such ballot, the vote cast by the Member by post according to paragraph (a) above shall be regarded as revoked.

(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.

8. 

Nothing herein shall affect the power of the General Committee to elect any General Committee Members in accordance with the Articles of Association.

General Committee

9. 

The General Committee shall appoint a Chairman, a Deputy Chairman and three Vice-Chairmen from among their own number.

10. 

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 the Deputy Chairman, or in the absence of any of them a Vice-Chairman may decide.

11. 

Such meetings shall be convened by direction of the Chairman, the Deputy 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.

12. 

Any member of the General Committee 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 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 such member of the General Committee has.

(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.

13. 

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

14. 

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

15. 

Members of the General Committee desiring to place a notice of motion on the agenda for the meeting may do so by giving the Chief Executive Officer 3 clear days' notice thereof in writing.

16. 

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.

17. 

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.

18. 

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 Chief Executive Officer as soon as convenient after such meeting.

19. 

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

20. 

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

21. 

Three members of a committee formed under Article 26 of the Articles of Association (the "Committee") shall form a quorum.

22. 

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 Chief Executive Officer

23. 

The Chief Executive Officer acting under the General Committee shall superintend and be responsible for the general working of the Chamber.

24. 

All books, documents, records and papers other than those concerning accounts which shall be kept in the registered office of the Chamber, shall be in the charge of the Chief Executive Officer 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 as required by statute or authorised by the General Committee.

25. 

Notice of any proposition or business to be brought by Members before the annual general meeting shall be given to the Chief Executive Officer at least 14 clear days before the meeting by Members holding in aggregate not less than 5 per cent of the total voting rights of the meeting.

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