Articles of Association
THE HONG KONG GENERAL CHAMBER OF COMMERCE 香港總商會
(Adopted by the
General Committee on 10 May 2016 )
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
application for candidates for membership of the Chamber shall be obtainable at
of the Council
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.
and Election of Members of the General Committee
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.
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.
Committee shall not collectively recommend or support any candidate, but
individual members of the General Committee may do so if they wish.
A list of all
candidates eligible for election shall be sent to each Member of the Chamber
prior to the annual general meeting.
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 :
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.
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
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.
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.
ballot paper not properly completed shall be disqualified.
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.
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.
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
shall affect the power of the General Committee to elect any General Committee
Members in accordance with the Articles of Association.
Committee shall appoint a Chairman, a Deputy Chairman and three Vice-Chairmen
from among their own number.
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.
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.
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:
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.
appointment shall be subject to approval by the General Committee.
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.
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.
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.
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.
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.
Particulars of the
business to be transacted at any meeting shall as far as practicable be stated
in the notice convening the same.
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
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.
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.
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.
The number of votes on all
divisions of the General Committee shall be recorded in the minutes.
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.
Three members of a
committee formed under Article 26 of the Articles of Association (the "Committee")
shall form a quorum.
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.
of Chief Executive Officer
The Chief Executive
Officer acting under the General Committee shall superintend and be responsible
for the general working of the Chamber.
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.
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.