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Articles of Association

THE COMPANIES ORDINANCE (CHAPTER 622)

COMPANY LIMITED BY GUARANTEE

Articles of Association of

THE HONG KONG GENERAL CHAMBER OF COMMERCE 香港總商會

(Adopted by Special Resolution passed on 10 May 2016)

1. 

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

2. 

The registered office of the Chamber will be situated in Hong Kong.

Registered office to be in Hong Kong

Interpretation

3. 

(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

4. 

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

5. 

The liability of the Members is limited.

Liability of Members to be limited

6. 

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

7. 

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

8. 

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

9. 

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

10. 

(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

11. 

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

12. 

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

13. 

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

14. 

(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

15. 

(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

16. 

(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

17. 

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

18. 

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

19. 

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

20. 

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

21. 

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

22. 

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

23. 

(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

24. 

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

25. 

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

26. 

(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

27. 

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

28. 

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

29. 

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

30. 

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

31. 

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

32. 

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

33. 

(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. *
* A Member entitled to vote at general meetings of the Chamber is eligible to be registered as a corporate elector for the Commercial (First) Functional Constituency, if it has been a corporate member of the Chamber and has been operating for the 12 months immediately before making its application for registration as an elector under the Legislative Council (Electoral Provisions) Ordinance (Cap. 542).

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

34. 

(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

35. 

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

36. 

(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

37. 

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

38. 

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

39. 

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

40. 

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

41. 

(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

42. 

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

43. 

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

44. 

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

45. 

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

46. 

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

47. 

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

48. 

(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

49. 

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

50. 

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

51. 

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

52. 

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

53. 

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

54. 

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

55. 

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

56. 

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

57. 

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

58. 

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

59. 

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

60. 

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

61. 

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

62. 

(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

63. 

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

64. 

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).

65. 

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

66. 

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

67. 

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

68. 

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

69. 

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

The following table sets out the details of the initial subscribers of the Company on 15 December 1928:

Names

Addresses

Descriptions of initial subscribers

T. G. Weall

Dodwell & Co., Ltd.

Merchant

C. G. S. Mackie

Gibb, Livingston & Co., Ltd.

"

A. C. Hynes

The Hongkong and Shanghai Banking Corporation

Banker

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 Canton, Ltd.

Underwriter

W. H. Bell

Asiatic Petroleum Co. (China), Ltd.

Merchant

T. E. Pearce

John D. Hutchison & Co.

"

J. Owen Hughes

Harry Wicking & Co.

"

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