MEMORANDUM AND ARTICLES OF ASSOCIATION OF · 2019. 10. 10. · Association Limited. That Articles...

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

DIOCESAN SCHOOL OLD BOYS’ ASSOCIATION LIMITED

Incorporated the 31st day of August, 1979.

KENNETH K.C. WONG & CO.

SOLICITORS30 CONNAUGHT ROAD, CENTRAL, 6/F.

HONG KONG

Re-re-printed byCHEUNG & CHOY, Solicitors

4th Floor, Tai Sang Bank Building130 Des Voeux Road, Central

Hong KongTel : (852) 2542 3866Fax: (852) 2545 1323

COMPANIES ORDINANCE(Chapter 32)

SPECIAL RESOLUTIONOF


COMPANY NUMBER 72742

Passed on May 11, 2006

At an Extraordinary General Meeting of the members of the above Company duly convened and held at 8/F., the Chinese Club, The Chinese Club Building, 22 Connaught Road, Hong Kong on Tuesday, 11 May, 2006 at 6:50 p.m. the following Special Resolution was duly passed:–

“1. Article 5 at Page 19 – Eligibility of Membership

The existing provisions be amended to read:

5. Any Old Boy of The Diocesan Boys’ School, including The Diocesan Boys’ School Primary Division, who has at least completed two academic years at The Diocesan Boys’ School shall be eligible for membership. The General Committee shall have the power in special cases to admit as a member an Old Boy who has completed at least one academic year at the Diocesan Boys’ School or its Primary Division.

******

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2. Definition Clause at Page 17 – Definition of “The Colony”

This definition be deleted and substituted with the following definition clause:–

“The Hong Kong SAR” shall mean the territory of the Hong Kong Special Administrative Region of the People’s Republic of China.

3. Substitution of the phrase “The Colony”

The phrase “The Colony” as appear in (1) Article 73 at Page 35; (2) Article 75 at Page 36 and (3) Article 76 at Page 36 be replaced by the phrase “The Hong Kong SAR” which shall appear therein as:The Hong Kong SAR”

Stanley FongChairman of the Meeting

COMPANIES ORDINANCE(Chapter 32)

SPECIAL RESOLUTIONOF


COMPANY NUMBER 72742

Passed on April 27, 1999

At an Extraordinary General Meeting of the members of the above Company duly convened and held at 8/F., the Chinese Club, The Chinese Club Building, 22 Connaught Road, Hong Kong on Tuesday, April 27, 1999 at 6:50 p.m. the following Special Resolution was duly passed:–

“THAT the Articles of Association of the Company be altered as follows:

Article 23 shall be replaced by a new Article 23 which reads:

“A general meeting shall be held once in every calendar year at such time and place as may be prescribed by the General Committee.””

(Sd.)Richard ChanChairman of the Meeting

*****

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION

OF


Passed on the 29th day of April 1994

At an Annual General Meeting of members duly convened and held at the H.K. Football Club, Hong Kong, on Friday, 29th April 1994, the following Resolution was duly passed to amend the Article Of Association Of The Diocesan School Old Boys’ Association Limited. That Articles 8, 15 & 39 of the Memorandum And Articles Of Association of the DSOBA be altered for the following purposes:

A. Consolidate the 2 existing types of memberships “Ordinary” and “Life” to a single type of membership by:

(i) deleting article 8 thereof and substituting in its place the following:

“The amount of the subscription or any other dues for a member shall be such as may from time to time be determined by the General Committee. Provided that if any member shall resign or otherwise cease to be a member he shall not be entitled to any refund.”; and

****

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(ii) deleting the entire Article 15 from the Articles of Association.

B. Allow the use of facsimile proxy by deleting Article 39 thereof and substituting in its place the following:

“The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority must be received at the registered office of the Association by telex or other written communication not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Provided that in the case of a facsimile the original instrument must be received by the Association before the time for holding the meeting or adjourned meeting at which the person named in this instrument proposes to vote, and in default, the instrument of proxy shall not be treated as valid.”

Norris YangChairman


SPECIAL RESOLUTION

OF

DIOCESAN SCHOOL OLD BOYS’ ASSOCIATION LTD.

Passed on the 28th day of April 1992

At an Annual General Meeting of members duly convened and held at the Coral Room, Furama Hotel, Hong Kong, on Tuesday, 28th April 1992, the following Resolution was duly passed as a special Resolution to amend the Articles Of Association Of The Diocesan School Old Boys’ Association Limited. That Article 5 of the Articles Of Association of the DSOBA be altered by adding the following sentence:–

“The General Committee shall have the power in special cases to admit as a member an Old Boy who has completed at least one academic year at the Diocesan Boys’ School.”

***

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and that the amended Article 5 shall read as follows:–

“5. Any Old Boy of The Diocesan Boys’ School who has at least completed two academic years at The Diocesan Boys’ School shall be eligible for membership. The General Committee shall have the power in special cases to admit as a member an Old Boy who has completed at least one academic year at the Diocesan Boys’ School.”

Michael TienChairman


SPECIAL RESOLUTION

OF

DIOCESAN SCHOOL OLD BOYS’ ASSOCIATION LTD.

At an Extraordinary General Meeting of the Members of the abovenamed Company duly convened and held at the Ocean Palace Restaurant & Nightclub, Ocean Centre, Kowloon on 24th April, 1987, the following resolution was duly passed:–

As Special Resolution:–

That Article 57 of the Memorandum & Articles of Association of the Company be altered by replacing the phrase “one week” with the phrase “two weeks” in line 3 thereof and that amended Article 57 will read as follows:–

“57. Nomination of a member to fill up the vacated office of a retiring General Committee Member must reach the General Committee two weeks before the Annual General Meeting concerned and such nomination must be signed by at least three other members.”

(Sd.)Chairman

**


SPECIAL RESOLUTION

OF


At an Extraordinary General Meeting of the Meeting of the Members of the abovenamed Association duly convened and held at the Ocean Palace Restaurant and Nightclub, Kowloon on the 18th day of July 1985, the following resolution was duly passed as Special Resolution:–

Be it resolved that the following amendments be made to the Memorandum and Articles of Association of the Diocesan School Old Boys’ Association Limited as follows:–

1. Replace the phrase “Section 116 (2)” with the phrase “Section 116” found in the first line of Article 26 of the M&A.

2. Replace the phrase “7 days” with phrase “21 days” in line two of Article 26 of the M&A.

3. Delete the last sentence of Article 38 of the Articles of the Association: “A Proxy must be an officer of the Association.”

*

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4. Replace the phrase “48 hours” of Article 39 with the phrase “47 hours”.

5. Replace the word “eleven” in Article 42 with the word “thirteen”.

6. Replace the word “following” with the phrase “first meeting of the new General Committee following the” in line 8 of Article 44.

7. Add the phrase “during the term of his office” between the words “if” and “he” on line 2 of Article 59.

8. Delete the phrase “223 or” from line 3 of Article 59(d).

9. Replace the phrase “131, 140 and 141” of Article 70 with the phrase “131 to 141D inclusive”.

Kenneth WangChairman

No. 72742

(COPY)

CERTIFICATE OF INCORPORATION

I HEREBY CERTIFY that


is this day incorporated in Hong Kong under the Companies Ordinance (Chapter 32 of the Revised Edition, 1950, of the Laws of Hong Kong), and that this Company is limited.

GIVEN under my hand this Thirty-first day of August, One Thousand Nine Hundred and Seventy-nine.

(Sd.) LESLIE FOOfor Registrar of Companies,

Hong Kong.


Private Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION

OF


First:– The name of the Association is “DIOCESAN SCHOOL OLD BOYS’ ASSOCIATION LIMITED” (hereinafter called “the Association”).

Second:– The registered office of the Association will be situated in Hong Kong.

Third:– The objects for which the Association is established are:–

(1) To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as The Diocesan School Old Boys’ Association.

(2) To foster and maintain contact between Old Boys of the Diocesan Boys’ School.

(3) To promote and encourage social intercourse among the members of the Association and the Old Boys of The Diocesan Boys’ School.

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(4) To further the interests of past and present members of The Diocesan Boys’ School.

(5) To establish, maintain and conduct a social club for the accommodation of members of the Association and their friends, and to provide club premises and other conveniences and generally to afford to members and their friends all the usual privileges, advantages, conveniences and accommodation of a social club.

(6) To establish, promote, or assist in establishing or promoting, mutual aid, benefit and insurance funds for the benefit of any members of the Association or their dependents.

(7) To acquire by purchase, lease or otherwise, lands, buildings, tenements or hereditaments, and to build and construct buildings, and to maintain the same, and to lease or let out buildings, offices or premises not immediately required for use by the Association, and to furnish, alter, enlarge, repair, uphold and maintain such buildings and premises, and generally to purchase, take on lease or in exchange, hire or otherwise acquire, property and any rights of privileges which the Association may think necessary or convenient for the purposes of the Association.

(8) To raise funds for all or any of the purposes of the Association by means of subscriptions, levies on Members, donations, appeals and such other means as the General Committee may from time to time think fit.

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(9) To accept any gift of property or donation whether subject to any trust or condition or otherwise for any one or more of the objects of the Association.

(10) To construct, maintain, repair, demolish, alter, develop or redevelop any buildings or works necessary to or convenient for the purposes of the Association or any of them.

(11) To sell, improve, manage, develop, lease, mortgage, pledge, dispose of or otherwise deal with the property and monies of the Association with a view to the furtherance of its objects of any of them.

(12) To invest and deal with the monies of the Association not immediately required to be expended in such manner as the General Committee shall from time to time think fit.

(13) To purchase, hire, make or provide and maintain and to sell or otherwise dispose of all kinds of furniture utensils and other things required or which may be conveniently used in connection with the Association; and all kinds of liquors, provisions and refreshments required or used by members of the Association or other persons frequenting the Club premises.

(14) To hire and employ all classes of persons considered necessary for the purposes of the Association and to pay to them and to other persons in return for services rendered to the Association, salaries, wages, gratuities and pensions.

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(15) To promote and hold, either alone, or jointly with any other association, club or persons, meetings, competitions and matches for the playing of billiards, bridge, or other pastime, or dinners, balls, concerts and other entertainments.

(16) To establish, promote, or assist in establishing or promoting, and to subscribe to, or become a member of, or amalgamate with any other associations or clubs whose objects are similar or in any part similar to the objects of the Association, or the establishment or promotion of which may be beneficial to the Association.

(17) To borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory note or other obligations or securities of the Association, or by mortgage or charge upon all or any part of the property of the Association.

(18) To take, or acquire by subscription, purchase or otherwise, and accept, take, hold and sell shares, stocks, debentures or debenture stocks or any interest whatsoever in any company.

(19) To appoint a committee or committees for the purpose of carrying out any of the above objects, to invest such committee or committees with such powers duties and discretions as may be thought fit or expedient and to revoke any such appointment.

(20) Generally to promote, further and protect the mutual interests of the Members and to do all such other lawful things as are or may be incidental or conducive to the attainment of the above objects or any of them.

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Fourth:– The liability of the members is limited.

Fifth:– The income and property of the Association whensoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Association, provided that nothing herein shall prevent the payment, in good faith of remuneration to any officer or servant of the Association, or to any member of the Association, in return for any service actually rendered to the Association.

Sixth:– No member of the General Committee or of other Committees shall be disqualified from contracting with the Association either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Association in which any such Committee member shall be in any way interested, be avoided, nor shall any such Committee member be liable to account to the Association for any profit realized by any such contract or arrangement by reason only of any such Committee member holding that office or of the fiduciary relations thereby established, but it is declared that the nature of his interest must be disclosed by him at the Committee meeting at which the contract or arrangement is first taken into consideration if his interest then exists, or in any other case at the first Committee meeting after the acquisition of his interest. If a Committee member becomes interested in a contract or arrangement after it is made or entered into the disclosure of his interest shall be made at the first meeting of the members of the Committee held after he becomes so interested. No Committee member shall as a Committee member vote in respect of any

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contract or arrangement in which he is so interested as aforesaid; and if he do so vote his vote shall not be counted, but this prohibition may at any time or times be suspended or relaxed to any extent by a general meeting and such prohibition shall not apply to any contract by or on behalf of the Association to give to a Committee Member or any of them any security for advances or by way of indemnity. A general notice that a Committee member is a member of any specified firm or company, and is to be regarded as interested in all transactions with that firm or company, shall be a sufficient disclosure under this clause as regards such Committee member and the said transactions, and after such general notice it shall not be necessary for such Committee member to give a special notice relating to any particular transaction with that firm or company. The expression ‘Committee’ contained in this clause shall include the Board of Trustees.

Seventh:– Every member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding $10.00.

Eighth:– If upon the winding-up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 6 hereof,

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such institution or institutions to be determined by the members of Association at or before the time of dissolution, and in default thereof by such judge of the Supreme Court of Hong Kong as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to such provision then to some charitable object.

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

Names, Addresses and Descriptions of Subscribers

(Sd.) WAN, Edward Yee-hwa（温宜華） 1823 Star House, Kowloon.

CERTIFIED PUBLIC ACCOUNTANT

(Sd.) LOWCOCK, Sydney James（郭慎墀） 131 Argyle Street, Kowloon.

HEADMASTER DIOCESAN BOYS’ SCHOOL

(Sd.) LI, Henry Hong-yan（李康仁） 23-27 Homantin Street, Flat 5C, Kowloon.

SALES MANAGER

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(Sd.)WONG, Gilbert Wing-chi（黃榮誌） 44 Hillwood Road, 3/F. Kowloon.

COMPANY DIRECTOR

(Sd.)CHAN, Edward Chung-kong（陳宗抗） 5 Man Wan Road, Flat B12, Kowloon.

ENGINEER

(Sd.)KWONG, Henry Siu-wah（鄺少華） 5A Grampian Road, 1/F., Kowloon.

CHIEF ACCOUNTANT

(Sd.) WONG, Kenneth Kai-chor（黃啟初） No. 3 & 4 Fung Fai Terrace, Flat C, 1/F., Happy Valley, Hong Kong.

SOLICITOR

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(Sd.) HA, Timothy Wing-ho（夏永豪） 9 Conduit Road, Flat C-8, Hong Kong.

PRINCIPAL, ST. PAUL’S COLLEGE

(Sd.) LAI, Jacland（黎澤倫） 131 Argyle Street, Kowloon.

DEPUTY HEADMASTER (Student) DIOCESAN BOYS’ SCHOOL

(Sd.) LEI, Kenneth Bong-keng（雷夢庚） 9-11 Horizon Drive, Flat D-1, Hong Kong.

ARCHITECT

(Sd.) YIU, Eric See-yue（姚思禹） Flat 1-C, Hillsea Court, 10 Cornwall Street, Kowloon.

ORTHODONTIST

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(Sd.) GOODAIR, John William 25 Broadcast Drive, Flat 3-B, Kowloon.

GOVERNMENT EMPLOYEE

(Sd.) HUNG, John Roland（洪燝） 95B, Robinson Road, 2/F, Hong Kong.

CO-ORDINATING DIRECTOR

(Sd.) FATTEDAD, Benjamin 10 Castle Road, 21/F., Apt. “B”, Hong Kong.

COMPANY DIRECTOR

(Sd.) TAM, Martin Tin-fong（譚天放） 3A Wang Fung Terrace, 3/F., Tai Hang Road, Hong Kong.

ARCHITECT

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(Sd.) LAM, Alfred Paul（林恩誠） Spring Heights, Flat B, 118-120 Boundary Street, 9/F., Kowloon.

SALES MANAGER

(Sd.) HUNG, Michael Colin（洪永禧) 34 La Salle Road, Ground Floor, Kowloon.

CONSULTANT

Dated the 19th day of June, 1979.

WITNESS to the above signatures:–

(Sd.) Edward C.T. Wong Solicitor,

Hong Kong.

THE COMPANIES ORDINANCE, (CHAPTER 32)

Private Company Limited by Guarantee

ARTICLES OF ASSOCIATION

OF


Preliminary

1. In these Articles, unless there is something in the subject or context inconsistent therewith:–

“The Association” shall mean the Company registered as Diocesan School Old Boys’ Association Limited.

****** “The Hong Kong SAR” shall mean the territory of the Hong Kong Special Administrative Region of the People’s Republic of China.

****** Amended by Special Resolution passed on 11/5/2006.

“The Ordinance” shall mean the Companies Ordinance, Cap. 32.

“The Members” shall mean the members of the Association other than honorary members or visitors or guests.

“The Patron” shall mean the Patron of the Association for the time being.

“The General Committee” shall mean the General Committee of the Association for the time being.

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“The President” shall mean the President of the Association for the time being.

“The Vice-President” shall mean the Vice-President of the Association for the time being.

“The Secretary” shall mean the Honorary Secretary or Secretary of the Association for the time being.

“The Treasurer” shall mean the Honorary Treasurer of the Association for the time being.

“Annual General Meeting” shall mean the yearly general meeting of the members of the Association and also includes the First General Meeting of the members of the Association.

“Extraordinary General Meeting” shall mean the general meeting of the members of the Association specially summoned under these articles.

“General Meeting” means a General Meeting of the members of the Association whether annual or extraordinary.

“Special Resolution” and “Extraordinary Resolution” shall have the meanings assigned thereto respectively by Section 116 of the Ordinance.

“The Registered Address” shall mean the registered address for the time being of the Association.

“The Seal” shall mean the seal of the Association.

“Month” shall mean calendar month.

“In writing” shall include printed lithographed and typewritten.

Words importing the singular number only shall include the plural and the converse shall also apply.

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2. The Association, for the purposes of registration, is declared to consist of an unlimited number of members.

3. These articles shall be construed with reference to the provisions of the Companies Ordinance, and the terms used in these articles shall be taken as having the same respective meanings as they have when used in the Ordinance.

4. The Association is established for the purposes expressed in the Memorandum of Association.

****** 5. Any Old Boy of The Diocesan Boys’ School, including the Diocesan Boys’ School Primary Division, who has at least completed two academic years at The Diocesan Boys’ School shall be eligible for membership. The General Committee shall have the power in special cases to admit as a member an Old Boy who has completed at least one academic year at the Diocesan Boys’ School or its Primary Division.

****** Amended by Special Resolution passed on 28/4/1992 and further amended by Special Resolution on 11/5/2006.

6. The first members of the Association shall be:–

(a) The signatories to the Memorandum of Association and these articles; and

(b) Every person who was at the date of the incorporation of the Association a member of the unincorporated association known as The Diocesan School Old Boys’ Association referred to in third paragraph (1) of the Memorandum of Association and who shall not within two months from the date of incorporation give notice in writing to the Secretary of the Association that he does not desire to be a member of the Association.

7. On the admission of a member the fact shall be notified to him in writing and a copy of the Memorandum and Articles of Association of the Association with a bill for the appropriate amount of subscription shall be forwarded to him.

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**** 8. The amount of the subscription or any other dues for a member shall be such as may from time to time determined by the General Committee. Provided that if any member shall resign or otherwise cease to be a member he shall not be entitled to any refund.

**** Amended by Special Resolution passed on 29/4/1994.

9. Members changing their place of residence shall give due notice to the Secretary and furnish him with an address to which notices and letters may be sent: All notices and letters sent by post or otherwise to such address (in default of notice of change of address) shall be considered as duly received by the member.

10. No member shall participate in any of the advantages of the Association until he shall have paid his subscription or any other claim the Association may have against him.

11. In the event of any newly admitted member failing to pay his subscription within one month from the date of his admission, the General Committee may at their discretion erase his name from the list of members unless he shall justify the delay to the satisfaction of the General Committee.

12. Any member may withdraw from the Association by giving one month’s notice in writing to the Secretary at any time previous to the commencement of a year, otherwise he will be held liable for that year’s subscription.

13. The rights and privileges of a member shall be personal to himself and shall not be transferable by his own act or operation of law and shall cease upon his death, or upon his resigning or ceasing from any cause to be a member under the provisions of these articles. Any person who shall by any means cease to be a

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member shall nevertheless remain liable for and shall pay to the Association all monies which at the time of his ceasing to be or resigning as a member shall be due from him to the Association.

Honorary Members

14. The General Committee shall have the power to invite any Old Boys of The Diocesan Boys’ School or any person or persons of distinction who in the opinion of the General Committee may have rendered good service to the Association or the Diocesan Boys’ School to become an Honorary Member of the Association without payment of any subscription and such person shall have all the privileges of the Association without any of the liability of members but shall have no voice in the management or any voting right.

General Articles Relating to Members

**** 15. (deleted)

**** Amended by Special Resolution passed on 29/4/1994.

16. If any member violates any of the Articles of Association or Bye-laws of the Association or if his conduct in or out of the Association shall, in the opinion of any two members of the General Committee or of any 20 members of the Association (who shall testify the same in writing to the General Committee) be injurious to the character or interests of or otherwise prejudicial to the Association or be derogatory to such member’s station in society, a meeting of the General Committee shall be specially summoned to consider the case.

17. If the member complained of shall not explain his conduct to the satisfaction of the General Committee, they shall

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call upon such member to resign, and should he not do so within a week, his name shall be erased from the list of members and he shall ipso facto cease to be a member of the Association, provided always that the decision calling upon him to resign shall be supported by at least three-fourths of the Committee present at such meeting.

18. The General Committee shall on the written requisition of the member affected by their decision under the preceding Article convene an extraordinary general meeting of the Association for the purpose of reviewing their decision provided that the requisition shall be supported and signed by at least ten other members of the Association and deposited with the Secretary within 14 days following the decision of the General Committee under Article 17 hereof calling upon such member to resign.

19. The General Committee may in all cases review their own determination upon being requested so to do in writing signed by any 20 members of the Association.

20. A member of the General Committee shall not act as a member of the Committee at any meeting at which his own conduct is in question, or at any meeting held to investigate any case in which he is a complainant except for the sole purpose of giving his testimonial of facts relating to the conduct of the member complained of or otherwise directed by the General Committee so to do.

21. If at any time the number of members of the Association shall be reduced to such an extent that the receipts shall not be sufficient to meet the expenditure of the Association, the General Committee shall summon an Extraordinary General Meeting to be convened as provided by Article 25 and such meeting may by an Extraordinary Resolution passed by a majority of not less than

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three-fourths of the members of the Association present at the meeting, declare that the Association ought to be wound up, and it shall be wound up accordingly.

General Meeting

22. The first General Meeting shall be held at such time not being less than one month or more than three months after the incorporation of the Association, and at such place as the signatories to the Memorandum of Association and these Articles may determine.

***** 23. A general meeting shall be held once in every calendar year at such time and place as may be prescribed by the General Committee.

***** Amended by Special Resolution passed on 27/4/1999.

24. The above named general meetings shall be called “Annual General Meetings”; and other general meetings shall be “Extraordinary General Meetings”.

25. The General Committee may whenever they think fit convene an extraordinary general meeting; and extraordinary general meetings shall also be convened as provided by Section 113 of the Ordinance.

Notice of General Meetings

* 26. Subject to the provision of Section 116 of the Ordinance relating to special resolutions, 21 days’ notice at the least (exclusive of the day on which the notice is served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature

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of that business shall be given in manner hereinafter mentioned, or in any such other manner, if any, as may be prescribed by the Association in general meeting to such persons as are, under the regulations of the Association, entitled to receive such notices from the Association.

* Amended by Special Resolution passed on 18/7/1985.

27. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at any meeting.

Proceedings at General Meetings

28. The business of Annual General Meeting, other than the first one, shall be to receive and consider the Income and Expenditure Account and Balance Sheet and the reports of the Auditor, and the General Committee to elect General Committee Members and Auditor in place of those retiring and to transact any other business which under these presents ought to be transacted at an Annual General Meeting. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special.

29. No business shall be transacted at any General Meeting, except the adjournment of the Meeting, unless a quorum of Members is present at the time when the Meeting proceeds to business; and such quorum shall consist of not less than twenty Members present in person.

30. If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the

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same time and place, and if at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting, the members present shall be a quorum.

31. The President, or in his absence the Vice-President shall preside as Chairman at every general meeting of the Association. If at any meeting the President or the Vice-President shall not be present within 15 minutes after the time appointed for holding the meeting, or if they shall have previously notified the Secretary of their intention of not being present, one of the members of the General Committee shall preside or if no Committee member be present or willing to take the chair, the members present shall choose one of their number to be Chairman.

32. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

33. 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 hands) demanded by at least 2 members present in person or by proxy entitled to vote and, unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive evidence of the fact, without

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proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

34. If a poll is duly demanded it shall be taken in such manner as the Chairman may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

35. In the case of an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote.

36. Every member shall have one vote.

37. On a poll votes may be given either personally or by proxy.

* 38. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing.


**** 39. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority must be received at the registered office of the Association by telex or other written communication not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Provided that in the case of a facsimile the original instrument must be received by the Association before the time for holding the meeting or adjourned meeting at which the person named in this instrument proposes to vote, and in default, the instrument of proxy shall not

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be treated as valid.

**** Amended by Special Resolution passed on 18/7/1985 and further amended

by Special Resolution passed on 29/4/1994.

40. An instrument appointing a proxy may be in the following form, or any other form which the General Committee shall approve

“I, of

hereby appoint of as my proxy tovote for me and on my behalf at the (ordinary or extraordinary, as the case may be) general meeting of the Association to be held on the day ofand at any adjournment thereof.”

“Signed this day of ”

41. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

Patron(s)

41A. The General Committee shall have the power to invite any eminent person or persons to be the Patron or Patrons of the Association for such term or terms as may be approved by the General Committee from time to time.

General Committee

* 42. The Association shall have a General Committee consisting the Officers hereinafter mentioned, thirteen other

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members elected and such other ex-officio member(s) as may be appointed by the General Committee from time to time pursuant to Article 44B hereinafter provided.


43. The first General Committee Members shall be determined in writing by a majority of the subscribers to the Memorandum.

* 44. The Officers of the Association shall consist of a President, three Vice-Presidents (one of whom shall be the Headmaster of The Diocesan Boys’ School for the time being) an Honorary Secretary and an Honorary Treasurer and shall be elected from the General Committee Members at the first meeting of a new General Committee. All Officers (except the Headmaster) shall retire from office at the first meeting of the new General Committee following the Annual General Meeting but shall be eligible for re-election if remaining or elected again as a General Committee Member at the Annual General Meeting.


44A. The President shall have served in the General Committee for not less than 2 years one of which as Officer prior to his Office as President.

44B. The Immediate Past President of the Association may be appointed by the General Committee to serve, until the following Annual General Meeting, as an Ex-Officio member of the General Committee with full voting rights.

45. The business of the Association shall be managed by the General Committee who may pay all costs and expenses incurred

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in promoting and incorporating the Association and may exercise all such powers of the Association as are not by the Ordinance or by its Articles, required to be exercised by the Association in general meeting, subject nevertheless to any regulation of these Articles, and to the provisions of the Ordinance and to such regulations not being inconsistent with the aforesaid regulations or provisions as may be prescribed by the Association in general meeting: provided that no regulation made by the Association shall invalidate any prior act of the General Committee which would have been valid if such regulation had not been made.

46. The President shall preside as the Chairman at every meeting of the General Committee.

47. The General Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any such meeting shall be decided by a majority on a show of hands. In case of an equality of votes the Chairman shall have a second or casting vote. The President of three members of the General Committee may at any time require the Honorary Secretary to summon a meeting of the General Committee.

48. Dinners and other social functions of the Association shall be held at such time and at such place as shall be decided upon by the General Committee. The General Committee shall also have the power to promote and hold, either alone or jointly with any other association, club, or persons any meetings, competitions and matches for the playing of games or other pastimes, dinners, balls, concerts or other social functions or entertainments at such times and upon such conditions as the General Committee shall think fit.

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49. The Honorary Treasurer shall receive all subscriptions and all other moneys coming or payable to the Association and the receipt of the Honorary Treasurer (or in his absence the Honorary Secretary) shall be the only valid and sufficient discharge, and the Honorary Treasurer and/or the Honorary Secretary shall pay into a bank to be authorised by the General Committee all moneys received by him.

50. All casual vacancies arising among the Officers or other members of the General Committee or any subcommittee appointed by the General Committee or the Auditor shall be filled by the General Committee.

51. The quorum necessary for the transaction of the business of the General Committee shall be seven members.

52. The General Committee shall cause minutes to be duly entered in the books of the Association provided for the purposes:–

(a) Of all appointments of officers.

(b) Of the names of the General Committee Members present at each meeting of the General Committee and of any sub-committee.

(c) Of all orders made by the General Committee and any sub-committee.

(d) Of all resolutions and proceedings of general meetings and of meetings of the General Committee and sub-committee.

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Any such minutes of any meeting of the General Committee, or of any sub-committee, or of the Association, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes.

Rotation of the General Committee Members

53. At every Annual General Meeting of the Association, one-third of the General Committee members for the time being or if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.

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

55. A retiring General Committee Member shall be eligible for re-election.

56. The Association at the general meeting at which a General Committee Member retires in manner aforesaid may fill up the vacated office by electing a person thereto and in default the retiring General Committee Member shall be deemed to have been re-elected unless at such meeting it is resolved not to fill up such vacated office.

** 57. Nomination of a member to fill up the vacated office of a retiring General Committee Member must reach the General Committee two weeks before the Annual General Meeting concerned and such nomination must be signed by at least three other members.

** Amended by Special Resolution passed on 24/4/1987.

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58. The Association may from time to time in general meeting increase or reduce the number of General Committee Members, and may also determine in what rotation the increased or reduced number is to retire from office.

Disqualification Of Officers And Members Of The General Committee Or Any Sub-Committee

* 59. The office of an Officer or a General Committee or Sub-Committee Member shall be vacated if during the term of his office he:

(a) without the consent of the Association in general meeting holds any other office of profit under the Association; or

(b) becomes bankrupt or compounds with his creditors; or

(c) is convicted of any indictable offence; or

*(d) becomes prohibited from being an Officer or General Committee or Sub-Committee Member by reason of any order made under Section 275 of the Ordinance; or

(e) is found lunatic or becomes of unsound mind; or

(f) resigns his office by notice in writing to the Association; or

(g) is directly or indirectly interested in any contract with the Association and fails to disclose or declare the nature of his interest therein in manner required by the sixth Clause of the Memorandum of Association.


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60. The Association may by extraordinary resolution remove any member of the General Committee before the expiration of his term of office and may by an ordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a member of the Committee on the day on which the member in whose place he is appointed was last elected a member.

Other Proceedings For The Members Of The General Committee

61. The continuing members of the General Committee may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Association as the necessary quorum of members, the continuing members of the General Committee may act for the purpose of increasing the number of General Committee to that number, or of summoning a general meeting of the Association, but for no other purpose.

62. The General Committee may from time to time appoint such sub-committees consisting such member or members of the Association for such purpose and with such powers and authorities as the General Committee may deem desirable.

63. A Sub-Committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number be Chairman of the meeting.

64. A Sub-Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes on show of hands of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote.

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65. All acts done by any meeting of the General Committee, or of a Sub-Committee, or by any person acting as a member of such Committee, shall, notwithstanding that it be afterwards discovered that there was some defect or irregularity in the appointment of any such member of the Committee or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of such Committee.

The Seal

66. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the General Committee, and in the presence of the President, or a Vice-President, and a member of the General Committee, and the President or Vice-President, and the member of the General Committee as aforesaid shall sign every instrument to which the seal of the Association is so affixed in their presence.

Accounts

67. The General Committee shall cause true accounts to be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipt and expenditure take place and of the assets and liabilities of the Association.

68. At the Annual General Meeting in every year the General Committee shall place before the Association an Income and Expenditure account and a balance sheet containing a summary of the assets and liabilities of the Association, made up to the 31st day of December of the preceding year.

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69. A copy of every Balance Sheet and Income and Expenditure Account which shall be placed before the Association at the Annual General Meeting together with a copy of the Auditor’s Report shall, not less than 14 days before the date of the meeting, be sent to all persons entitled to receive notices of general meetings of the Association.

* 70. An Auditor shall be appointed and his duties regulated in accordance with sections 131 to 140D inclusive of the Ordinance.


71. The books of account shall be kept at the registered office of the Association, or at such other place or places as the General Committee think fit, and shall always be open to the inspection of the General Committee.

72. 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 Association 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 Association except as conferred by statute or authorised by the General Committee or by the Association in general meeting.

Notices

****** 73. A notice may be given by the Association to any member whether by advertisement in the local Press or personally, or by sending it by post to him to his registered address, or (if he has no registered address within the Hong Kong SAR) to the

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address, if any, within the Hong Kong SAR supplied by him to the Association for the giving of notices to him.


74. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing prepaying, and posting a letter containing the notice, and to have been effected at the expiration of 24 hours after the letter containing the same was posted.

****** 75. A member who has no registered address within the Hong Kong SAR and has not supplied to the Association an address within the Hong Kong SAR for the giving of notices to him, shall be deemed to have received any notice which shall have been displayed at the Registered Office of the Association and shall have remained there for the space of 24 hours, and such notice shall be deemed to have been received by such member at the expiration of 24 hours from the time when it shall have been so first displayed.


****** 76. Notice of every general meeting, with a statement the meeting shall be exhibited in the registered office of the Association and shall be given in some manner herein before authorised to every member except those members who (having no registered address within the Hong Kong SAR) have not supplied to the Association an address within the Hong Kong SAR for the giving of notices to them. No other persons shall be entitled to receive notices of general meetings.


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77. When a given number of days’ notice is required to be given the day of service shall not, but the day upon which such notice expire shall, be included in such number of days.

Cheques Etc.

78. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be made, signed, drawn, accepted and endorsed or otherwise executed by such person or persons as the General Committee may resolution from time to time appoint or authorise.

Bye-Laws

79. 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 Association is established and for regulating the nomination and election of members of the General Committee, for the orderly and efficient conduct of their own proceedings, and of the proceedings of General Meetings of the Association; the appointment of their own meetings; the conduct of arbitrations; and the regulation of the various sub-committees of the Association; and for carrying on the general business of the Association provided they be not repugnant to or inconsistent with the terms of the Memorandum of Association or these Articles. The General Committee may, at any time, and from time to time, revoke or alter any of the said Bye-Laws.

Indemnity

80. Subject to the provisions of Section 165 of the Ordinance, if any prosecution, action or suit at law be commenced against any Member or Members of the General Committee, or any officer, servant or agent of the Association for anything done by him or

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them in the proper or reasonable discharge of their duties, such person or persons shall be defended and indemnified by and at the cost of Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the property and funds of the Association may be applied for such purpose as may be directed by the General Committee from time to time. Provided however, that none of such funds shall be applied either directly or indirectly in payment of the whole or part of any fine or penalty imposed upon any person by sentence or order of a Court of Justice.

Winding-Up

81. The provisions of Clause 8 of the Memorandum of Association relating to the Winding-up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles.

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(Sd.) WAN, Edward Yee-hwa（温宜華） 1823 Star House, Kowloon.

CERTIFIED PUBLIC ACCOUNTANT

(Sd.) LOWCOCK, Sydney James（郭慎墀） 131 Argyle Street, Kowloon.

HEADMASTER DIOCESAN BOYS’ SCHOOL

(Sd.) LI, Henry Hong-yan（李康仁） 23-27 Homantin Street, Flat 5C, Kowloon.

SALES MANAGER

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(Sd.)WONG, Gilbert Wing-chi（黃榮誌） 44 Hillwood Road, 3/F. Kowloon.

COMPANY DIRECTOR

(Sd.)CHAN, Edward Chung-kong（陳宗抗） 5 Man Wan Road, Flat B12, Kowloon.

ENGINEER

(Sd.)KWONG, Henry Siu-wah（鄺少華） 5A Grampian Road, 1/F., Kowloon.

CHIEF ACCOUNTANT

(Sd.) WONG, Kenneth Kai-chor（黃啟初） No. 3 & 4 Fung Fai Terrace, Flat C, 1/F., Happy Valley, Hong Kong.

SOLICITOR

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(Sd.) HA, Timothy Wing-ho（夏永豪） 9 Conduit Road, Flat C-8, Hong Kong.

PRINCIPAL, ST. PAUL’S COLLEGE

(Sd.) LAI, Jacland（黎澤倫） 131 Argyle Street, Kowloon.

DEPUTY HEADMASTER (Student) DIOCESAN BOYS’ SCHOOL

(Sd.) LEI, Kenneth Bong-keng（雷夢庚） 9-11 Horizon Drive, Flat D-1, Hong Kong.

ARCHITECT

(Sd.) YIU, Eric See-yue（姚思禹） Flat 1-C, Hillsea Court, 10 Cornwall Street, Kowloon.

ORTHODONTIST

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(Sd.) GOODAIR, John William 25 Broadcast Drive, Flat 3-B, Kowloon.

GOVERNMENT EMPLOYEE

(Sd.) HUNG, John Roland（洪燝） 95B, Robinson Road, 2/F, Hong Kong.

CO-ORDINATING DIRECTOR

(Sd.) FATTEDAD, Benjamin 10 Castle Road, 21/F., Apt. “B”, Hong Kong.

COMPANY DIRECTOR

(Sd.) TAM, Martin Tin-fong（譚天放） 3A Wang Fung Terrace, 3/F., Tai Hang Road, Hong Kong.

ARCHITECT

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(Sd.) LAM, Alfred Paul（林恩誠） Spring Heights, Flat B, 118-120 Boundary Street, 9/F., Kowloon.

SALES MANAGER

(Sd.) HUNG, Michael Colin（洪永禧） 34 La Salle Road, Ground Floor, Kowloon.

CONSULTANT

Dated the 19th day of June, 1979.

WITNESS to the above signatures:–

(Sd.) Edward C.T. Wong Solicitor,

Hong Kong.

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