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MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
SOCIETY OF HONG KONG REAL
ESTATE AGENTS LIMITED
Incorporated the 13th day of
February, 1992.
Hong Kong
Printed
by
PRINTFAST COMPANY
Rm. 502, Lee Loong Building,
4, Queen Victoria Street,
Central,
Hong Kong.
Tel.: 2525 6815 2525 6763
e-mail: [email protected]
No. 343327
[ COPY ]
CERTIFICATE OF INCORPORATION
I HEREBY CERTIFY that
SOCIETY OF HONG KONG REAL ESTATE AGENTS
LIMITED
is this day incorporated in Hong Kong under
the Companies Ordinance, and that this company is limited.
GIVEN under my hand this Thirteenth
day of February, One Thousand Nine Hundred and Ninety-two.
(Sd.) KWOK WAI HUNG
p. Registrar General
(Registrar of Companies)
Hong Kong
THE COMPANIES ORDINANCE (CHAPTER 32)
Company Limited by Guarantee
and not having a Share Capital
MEMORANDUM OF ASSOCIATION
OF
SOCIETY OF HONG KONG REAL ESTATE AGENTS LIMITED
- The name of the Company (hereinafter called "the
Society") is "Society of Hong Kong Real Estate Agents Limited".
- The registered office of the Society will be situated in
Hong Kong.
- The objects for which the Society is established are:-
- To become acknowledged by the public and the Hong Kong
Government as the most representative organization for estate agents in Hong Kong.
- To enhance the professional standard and improve the image
of the business of estate agency in Hong Kong.
- To ensure that all members work within common guidelines
and with a common standard of ethics to protect the interest of the public.
- To provide a forum for debate and discussion in respect of
issues relating to the business of estate agency in Hong Kong.
- To protect the interests of estate agents in Hong Kong.
- To prompt the education and training of its members and
their employees in the business of estate agency.
- To adopt such means of making known the Society and its
objects and business as may seem expedient, and in particular by advertising in the press,
by publication of books, periodicals, and by granting prizes, rewards and donations.
- To take over, undertake and execute, either gratuitously or
otherwise any trust funds and accounts entrusted to the Society and to utilize all
remuneration derived for the benefit of members.
- To raise money, to accept gifts, donations and subsidies
for the purposes of the Society.
- 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 Society, or by mortgage or charge upon all or any part of
the property of the Society.
- To employ such officers and servants upon such terms and
generally as shall be deemed necessary or expedient for the accomplishment of the purposes
of the Society?without limiting the generality of the foregoing, the Society may pay such
persons reasonable salaries and fees and may provide housing and other employment benefits
as it deems proper.
- To acquire by purchase, or otherwise, equipment, chattels
and goods for the use of the Society as the Society may deem expedient to enable the
Society to fulfil its objects and to sell or otherwise dispose of such equipment, chattels
and goods are aforesaid.
- To prepare, print and publish, brochures, posters,
magazines, periodicals, circulars, leaflets, books and other works of every description
which may be thought desirable for the promotion of the interests of the Society and its
members and others interested in the objects of the Society and to distribute among its
members and others, information and statistics on all matters affecting the said objects.
- To purchase, manage or associate in the management of, take
on lease, or otherwise acquire any land buildings or property real or personal which may
be requisite for or capable or being conveniently used in connection with any of the
objects of the Society.
- To sell, let, mortgage, dispose of or turn to account all
or any of the property or assets of the Society as may be thought expedient with a view to
the promotion of its objects.
- To invest and deal with the monies of the Society not
immediately required for its purposes in or upon such investments, securities or property
as may be thought fit, subject nevertheless to such conditions (if any) and such consents
(if any) as may for the time being be imposed or required by law and subject also as
hereinafter provided.
- To enter into any arrangements or contracts with any
governments or authorities, municipal, local or otherwise or with any person or company
that may seem conducive to the objects of the Society or any of them and to obtain from
any such government or authority, person or company any rights privileges concessions
which the Society may think desirable to obtain and to carry out, exercise and comply with
any such arrangements, contracts, rights, privileges and concessions.
- To do all such other lawful things as are incidental or
conducive to the attainment of the above objects or any of them.
- The income and property of the Society, whencesoever
derived, shall be applied solely towards the promotion of the objects of the Society 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 Society.
Provided that nothing herein shall prevent the payment in good faith, of reasonable and
proper remuneration to any officer, servant or employee of the Society whether or not a
member of the Society or of the Council or to any member of the Society or of the Council,
in return for services actually rendered to the Society, nor prevent the payment of
interest at a rate not exceeding the current overdraft rate of interest of the Hong Kong
and Shanghai Banking Corporation Limited on money lent or reasonable and proper rent for
premises demised or let by any member to the Society.
- The liability of the members is limited.
- Every member of the Society undertakes to contribute to the
assets of the Society in the event of the same being wound up while it is a member, or
within one year after it ceases to be a member, and of 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 HK$50.00.
- If upon the winding up or dissolution of the Society there
remains, after the satisfaction of all its debts and liabilities, any property whatsoever,
the same shall not be paid to or distributed among the members of the Society, but shall
be given or transferred to some other institution or institutions having objects similar
to the objects of the Society, 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 Society under or by virtue of Clause 4 hereof, such institution to be
determined by the members of the Society at or before the time of dissolution and in
default thereof by a Judge of the Supreme Court, Hong Kong, having jurisdiction in regard
to charitable funds, and if and so far as effect cannot be given to such provision, then
to some other charitable object.
WE, the several persons whose names, addresses and
descriptions are hereto subscribed, are desirous of being formed into a Society in
pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of Subscribers |
Signed
on behalf of
Subscribers
Names/ Occupations
(Sd.)CHOI NGAI MIN
MICHAEL
Managing Director
(Sd.)WONG MAN YIN
Managing Director
(Sd.)FUNG YUI SUM
Chairman and Managing Director
(Sd.)ANNE CONNELL
Managing Director
|
Subscribers
Company Names/ Addresses/
Descriptions
Land Power Property Consultants Limited
Room 3605-7 Edinburgh Tower,
The Landmark, 15 Queen's Road Central, Hong Kong.
Limited Company
Centaline Property Agencies Limited
Room 1101-2, New World Tower,
18 Queen's Road, Central, Hong Kong.
Limited Company
Midland Realty Holdings Limited
11th Floor, United Chinese Bank Building, 31-37 Des Voeux Road, Central, Hong
Kong.
Limited Company
Connell & Chan Associates Limited
19A Cantake House, 3-5 Queen's Road East, Hong Kong.
Limited Company |
Signatures |
Dated the 9th day of
January, 1992.
WITNESS to the above signatures:
(Sd.) Joseph C.T. Lee
Solicitor
Hong Kong
9th Floor, Wing On Life Building,
22 Des Voeux Road, Central,
Hong Kong
WE, the several persons whose names,
addresses and descriptions are hereto subscribed, are desirous of being formed into a
Society in pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of Subscribers |
Signed
on behalf of Subscribers
Names/ Occupations
(Sd.)SIU LEUNG YAU
HENRY
Managing Director
(Sd.)SAMUEL YING-CHUNG KUK
Group General Manager
|
Subscribers
Company Names/ Addresses/
Descriptions
Pan-Win Realty Limited
7th Floor, Fourseas Building,
208 Nathan Road, Kowloon
Limited Company
L & D Associates Limited
2-4A, Cameron Road, 3rd Floor,
L & D House, Tsimshatsui, Kowloon, Hong Kong.
Limited Company |
Signatures |
Dated the 9th day of
January, 1992.
WITNESS to the above signatures:
(Sd.) Joseph C.T. Lee
Solicitor
Hong Kong
9th Floor, Wing On Life Building,
22 Des Voeux Road, Central,
Hong Kong
THE COMPANIES ORDINANCE (CHAPTER 32)
Company Limited by Guarantee
and not having a Share Capital
ARTICLES OF ASSOCIATION
OF
SOCIETY OF HONG KONG REAL ESTATE AGENTS LIMITED
Preliminary
- In these presents the words standing in the first column of
the table next hereinafter contained shall bear the meaning set opposite to them
respectively in the second column thereof, if not inconsistent with the subject or
context.
| Words |
Meanings |
| Thee Ordinance |
The Companies Ordinance (Cap.32) |
| These presents |
These Articles of Association and the
regulations of the Society from time to time in force. |
| The Company |
Society of Hong Kong Real Estate Agents
Limited. |
| The Seal |
The common seal of the Society. |
| Month |
Calendar month. |
| In Writing |
Written, printed or lithographed, or partly
one and partly another, and other modes of representing or reproducing words in a visible
form. |
| Member |
Member of the Society. |
And words importing the singular number only shall
include the plural number and vice versa.
Words importing the masculine gender shall include the feminine gender and the neuter
gender and vice versa.
Words importing persons shall include corporations.
Subject as aforesaid, these Articles shall be construed with reference to the provisions
of the Companies Ordinance Cap.32, and terms used in these Articles shall be taken as
having the same respective meanings as they have when used in that Ordinance.
- The Society is established for the purposes expressed in
the Memorandum of Association.
- For the purpose of registration the number of members of
the Society is declared to be unlimited.
- Subject as herein provided, membership of the Society shall
be confined to firms or corporations carrying on business as real estate agents in Hong
Kong. For the avoidance of doubt only one company from the same group of companies as
defined in the Ordinance may be admitted as a member.
- The subscribers to the Memorandum of Association and such
other firms or corporations as the Council shall admit to membership in accordance with
the provisions herein contained shall be members of the Society.
- The first members of the Society shall be the signatories
to the Memorandum of Association and these Articles.
Membership
- There shall be only one class of membership of the Society,
i.e. full members. "There shall be two classes of membership of the Society, i.e. (i)
company members and (ii) individual members known as Category A Members".
- A firm or corporation company shall be eligible for
admission as and to be a Company Member if it satisfies the criteria set down by the
Society as follows:-
- the firm or corporation must have permanent independent
commercial premises for business operation;
- the firm or corporation must have at least two full-time
permanent sales staff;
- in the case of a firm, the sole proprietor or a partner and
in the case of a corporation, at least one director, shall have a minimum of two years
relevant local real estate agency experience;
- in the case of a firm, the sole proprietor or all the
partners, and in the case of a corporation, all directors, shall have no previous criminal
conviction of any indictable offence involving a finding that he acted fraudulently or
dishonestly;
- the firm or corporation shall have at least one year's
operation history PROVIDED that exemption of this requirement will be granted if the sole
proprietor or a partner or a director of such firm or corporation has at least three years
relevant local real estate agency experience;
- the firm or corporation shall be a licensed estate agent
holding a current statement of particulars of business under the Estate Agents Ordinance
Cap.5.11 and Estate Agents (licensing) Regulation.
8A. "An individual shall be eligible for admission as
and to be an individual member if he or she is holding a current licence either as an
estate agent or salesperson granted under the Estate Agents Ordinance, Cap.11."
- Without prejudice to Article 7 hereof, company membership
is divided into three Categories, depending on the number of full time sales persons
directly related to the operation of the agency work (excluding secretaries and clerks)
employed by the member. They are as follows:-
Category I : members employing 2 to 25 sales persons;
Category II : members employing 26 to 150 sales persons;
Category III : members employing over 151 sales persons.
- A candidate shall only be regarded as having applied for
admission to the Society when it has completed the appropriate application form and such
application has been duly proposed by a Member and seconded by another Member. Such
application forms shall be prescribed by the Council from time to time.
- The Council shall have full power to accept or reject any
application or any membership or to postpone its acceptance until a later date without
being under any obligation to give a reason for the rejection or postponement thereof.
- Every candidate whose application has been approved by the
Council and who has paid the entrance fee and annual subscription shall then become a
member.
- Unless otherwise determined by an ordinary resolution at a
General Meeting, the entrance fees and the annual subscriptions payable by each category
of members (on a pro-rata basis if appropriate) is as follows:-
|
Membership |
Entrance
Fee |
Annual Subscription |
|
Category I |
HK$1,500 |
HK$1,500 |
|
Category II |
HK$3,000 |
HK$3,000 |
|
Category III |
HK$4,500 |
HK$6,000 |
|
Category A |
Nil |
HK$200 |
- Entrance fee and membership subscriptions are not
refundable and must be paid in such manner as stipulated in the preceding Articles.
- Any member may at any time withdraw from the Society by
giving notice in writing to the Hon. Secretary but it will be held liable for any
membership subscription which may have fallen due before such notice is given.
- Any member who shall by any means cease to be a member,
shall nevertheless remain liable for and shall pay to the Society all moneys which at the
time of its ceasing to be member shall be due from it to the Society.
- If any member shall fail to pay its annual subscription or
other sums which may be due from it to the Society for a period of two months after the
same has become due, notice shall be sent to it calling its attention thereto, and if it
does not pay the amount within 14 days from the posting of such notice, its name may be
posted in the Society premises as a defaulter. If the amount due shall not be paid within
30 days following, the defaulter shall cease to be a member of the Society and its name
shall be removed by the Council from the list of members. But if at any time it shall give
to the Council a satisfactory explanation, it may at the discretion of the Council and
upon payment of arrears, be re-admitted into membership without payment of any entrance
fee.
- If any member violates any of the Articles of Association
or disciplinary action Bye-Laws of the Society or if its conduct in or out of the Society
premises shall, in the opinion of any member of the Council or of any five member of the
Society (who shall certify the same in writing to the Council) be injurious to the
character or interests of the Society, it shall be the duty of the Council to invite the
member complained of by letter to give an explanation of its conduct and to appear before
a meeting of the Council convened to consider its case.
- If the member complained of shall not explain its conduct
to the satisfaction of the Council, they shall call upon such member to resign, and should
it not do so within fourteen days, its name shall subject to Article 20 hereof, be removed
from the list of members and it shall ipso facto cease to be a member of the Society,
provided always that the decision calling upon it to resign shall be supported by at least
two-thirds of the Council present at such meeting.
- The Council shall on the written requisition of the member
effected by their decision under the preceding clause convene an Extraordinary Meeting of
the Society for the purpose of reviewing their decision provided that the requisition
shall be signed by at least ten Members of the Society or by such members holding not less
than five per cent of the voting rights of the Society (whichever is the lower) and
deposited with the Hon. Secretary of the Society within fourteen days following the
decision of the Council under the preceding Article calling upon such member to resign.
A member of the Council shall not act as a member of the
Council at any meeting at which its own conduct is in question, or at any meeting held to
investigate any case in which it is the complainant.
COMPANIES ORDINANCE
(Chapter 32)
SPECIAL RESOLUTION
OF
SOCIETY OF HONG KONG REAL ESTATE AGENTS LIMITED
(Passed on the 16th day of January 1998)
********************
At the Extra-ordinary General Meeting of the Members of
the abovenamed company duly convened and held at Suite 1607, Shell Tower, Times Square, 1
Matheson Street, Hong Kong on the 16th day of January 1998, the following
Special Resolution was duly passed for the alteration of the Articles of Association of
the Company:-
Special Resolution
The whole of the existing article 23 shall
be deleted and replaced by the following new article 23:-
"The Society shall have a Council
consisting of the following:-
five representatives to be elected by Category I members
four representatives to be elected by Category II members and
five representatives to be elected by Category III members
PROVIDED that not more than two representatives from or associated with any one full
member may serve on the Council at any one time."
Dated the 16th day of January
1998.
(Sd.) CHAN TUNG NGOK TONY
Chairman Council
- Each Company Member shall, by notice in writing signed by
its managing director or other chief executive officer (or, in the case of a Member which
is a firm, by its partner) and delivered to the registered office of the Society,
authorise such person as it thinks fit to act as its representative at all meetings of the
Society and, if selected, to act as a member of the Council and the person so authorised
shall be entitled to exercise all the powers on behalf of the Member which he represents
as are conferred on such Member pursuant to these Presents.
- The Society shall have a Council consisting of the following:-
five representatives to be elected be Category I members
four representatives to be elected by Category II members
five representatives to be elected by Category III members and
three representatives to be elected by Category A members
for the Council serving for 2000-2001 and thereafter
five representatives to be elected by Category I members
four representatives to be elected by Category II members
four representatives to be elected by Category III members and
five representatives to be elected by Category A members
PROVIDED that not more than two representatives from or associated with any one member may
serve on the Council at any one time and further PROVIDED that not more than one
representative from or associated with any one member may be elected by Category A members
to serve on the Council at any one time."
- Subject to Article 23 hereof, the first Council shall
consist of such members as shall be elected by the signatories to the Memorandum of
Association and these Articles and shall hold office for two years.
- Subject to Article 24 hereof, all officers of the Council
shall be elected by ballot every two years by members of the Society. "Further
officers of the Council elected by Category A members serving for 2000-2001 and/ or
2001-2002 shall retire at the same time as the other officers of the Council serving for
2000-2002." Retiring officers shall be eligible for re-election. A candidate for
election must be proposed by one and seconded by another member of the Society and must
have given his consent to accept the post if elected. Such proposal must be sent to the
Hon. Secretary not less than five days before the meeting at which such election will be
held.
Power of the Council
- Thee management of the affairs and business of the Society
shall be vested in the Council who may pay all the expenses incurred in the formation and
registration of the Society and may exercise all such powers and do all such acts and
things as the Society is by its Memorandum and Articles of Association or otherwise
authorised to exercise and do and are not hereby or by Ordinance required to be exercised
or done by the Society in General Meeting but subject nevertheless to the provisions of
the Ordinance and of these Articles and to any regulations (not being inconsistent with
these Articles) from time to time made by the Society in General Meeting; provided that no
such regulation shall invalidate any prior act of the Council which would have been valid
if such regulation had not been made.
- The Council shall have power at any time if they deem
necessary to co-opt another member of the Society as an additional member thereof.
- If any vacancy shall occur in the Council, the Committee
shall have power to appoint such member as they deem fit to fill the office so vacated
until the next election.
- The Council shall have power at any time to appoint such
Sub-Committees or Committees for such purposes, as they deem fit and may determine the
powers, functions and duties of any Sub-Committees or Committees.
- All cheques, promissory notes, drafts, bills of exchange
and other negotiable instruments, and all receipts for moneys paid to the Society, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such
manner as the Council shall from time to time by resolution determine.
Proceedings of the Council
- The Council may meet together for the despatch of business;
adjourn and otherwise regulate their meetings and business as they may think fit. Meetings
of the Council may be convened on the request of the President or by requisition in
writing signed by two members of the Council stating the objects for which such meetings
are to be convened and forwarded to the Hon. Secretary.
- The President or in his absence the Vice-President shall
preside at meetings of the Council or, in the absence of both, members present shall elect
one among themselves to preside over such meetings.
- The quorum necessary for the transaction of the business of
the Council shall be five members of the Council personally present.
- Questions arising at any meeting shall be decided by a
majority on a show of hands and in case of an equality of votes the chairman of the
meeting shall have a second or casting vote.
- The continuing members of the Council may act
notwithstanding any vacancy in that body but if and so long as their number is reduced
below the number fixed by or pursuant to the regulations of the Society as the necessary
quorum of members, the continuing members of the Council may act for the purpose of (a)
admitting persons to membership of the Society (b) filling up vacancies in their body or
(c) summoning a General Meeting of the Society but for no other purpose.
- The Council may, if they think fit, transact any of their
business by the circulation of papers, and a resolution in writing approved by all the
members thereof shall be valid and effectual as if it had been passed at a meeting of the
Council.
- A member of the Council may not receive any Salary or
remuneration but he shall be indemnified out of the funds of the Society in respect of
travelling and other expenditure properly incurred in and about the affairs of the
Society.
- Except as provided in Article 36 a meeting of the members
of the Council for the time being at which a quorum is present shall be competent to
exercise all the authorities, powers and discretions by or under the regulations of the
Society for the time being vested in the Council generally
- The Council shall cause proper minutes to be made in books
provided for the purpose:-
- Of all appointments of Sub-Committees or Committees made by
the Council;
- Of the names of the members present at each meeting of the
Council and of any Sub-Committees or Committees thereof;
- Of all resolutions and proceedings at all meetings of the
Society, and of the Council and Sub-Committees or Committees of the Council.
- The office of a member of the Council shall be vacated if:-
- the firm becomes bankrupt or makes a composition or scheme
of arrangement with his creditors;
- the corporation is being wound up;
- it resigns its office by notice in writing to the Society;
- if the member of whom he is the representative ceases to be
a member provided that this provision does not apply to the representatives appointed by
the three professional bodies set out in Article 23 hereof;
- if he ceases to represent the member who appointed him as
its representative.
- Subject to Clause 4 of the Memorandum of Association a
member of the Council shall not vote in respect of any contract in which it is interested
or any matter arising thereout, and if it does so vote its vote shall not be counted.
General Meetings
- The Society shall hold a General Meeting in every calendar
year as its Annual General Meeting at such time and place as may be determined by the
Council, and shall specify the meeting as such in the notices calling it, provided that
every Annual General Meeting except the first shall be held not more than fifteen months
after the holding of the last preceding Annual General Meeting, and that so long as the
Society holds its first Annual General Meeting within eighteen months after its
incorporation it need not hold it in the year of its incorporation or in the following
year.
- All General Meetings, other than annual General Meetings,
shall be called Extraordinary General Meetings.
- The Council may whenever they think fit convene an
Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened
on the requisition of not less than one-tenth of the members for the time being of the
Society.
- Seven days' notice in writing at the least of every Annual
General Meeting, twenty-one days' notice in writing at the least of every meeting convened
to pass a Special Resolution and fourteen days' notice in writing at the least of every
other General Meeting, specifying the place, the day and the hour of meeting, and in the
case of special business the general nature of that business, shall be given in manner
hereinafter mentioned to such persons as are under these presents or under the Ordinance
entitled to receive such notices from the Society.
- The accidental omission to give notice of a meeting to, or
the non-receipt of such notice by, any person entitled to receive notice thereof shall not
invalidate any resolution passed, or proceeding had, at any meeting.
Proceeding at General Meetings
- All business shall be deemed special that is transacted at
an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting
shall also be deemed special with the exception of the consideration of the income and
expenditure account and balance sheet, and the reports of the Council and of the Auditors,
the election of members of the Council and the appointment of, and the fixing of the
remuneration of the Auditions.
- No business shall be transacted at any General Meeting
unless a quorum is present when the meeting proceeds to business. Save as herein otherwise
provided twenty members present in person shall be a quorum.
- If within half an hour from the time appointed for the
holding of a General Meeting a quorum is not present, the meeting, if convened on 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 same time and place, or at such other place as the
Council may determine, and if at such adjourned meeting a quorum is not present within
half an hour from the time appointed for holding the meeting the members present shall be
a quorum.
- The President and in his absence the Vice-President shall
preside as Chairman at every General Meeting, but if there be no such Chairman, or if at
any meeting he shall not be present within fifteen minutes after the time appointed for
holding the same, or shall be unwilling to preside, the members present shall choose some
member of the Council, or if no such member be present, or if all the members of the
Council present decline to take the chair, the members shall choose some member of the
Society who shall be present to preside.
- 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 business which might have been transacted at the meeting from
which the adjournment took place. Whenever a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given in the same manner as that of an original
meeting. Save as aforesaid, the members shall not be entitled to any notice of
adjournment, or of the business to be transacted at an adjourned meeting.
- At any General Meeting a resolution put to vote of the
meeting shall be decided on a show of hands unless a poll is demanded by at least three
members, and a declaration by the Chairman of the meeting that a resolution has been
carried, or carried unanimously or by a particular majority, or lost, or not carried by a
particular majority, and an entry to that effect in the minute book of the Society shall
be conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against that resolution.
- In the case of an equality of votes, the Chairman of the
meeting shall be entitled to a second or casting vote.
Votes of Members
- Subject as herein provided, every company member shall have
one vote to be cast by the representative duly appointed in accordance with Article 22
hereof or by proxy, and every individual member shall have one vote to be cast in person
and not by proxy.
Note: Any Company Member entitled to attend and vote at the meeting is entitled to appoint
a proxy to attend and vote in their stead; A proxy need not be a Member. The instrument
appointing a proxy should be deported at the Registered Office of the Society not less
than 48 hours before the time fixed for holding the meeting or adjourned meeting.
- Save as herein expressly provided, no member other than one
duly registered, who shall have paid every subscription and other sum (if any) which shall
be due and payable to the Society in respect of his membership, shall be entitled to vote
on any question at any General Meeting.
- The instrument appointing a proxy shall be in writing under
the hand of the appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under the common seal of the corporation, or under the
hand of an officer or attorney so authorised.
- Every instrument of proxy shall, as nearly as circumstances
will admit, be in the form or to the effect following or in such other form as the Council
may from time to time determine:-
"We of being a Member of Limited, hereby appoint of
or failing it/him of as our proxy for us and on our behalf at the (Annual or
Extraordinary) General Meeting of the Society to be held on the day of 19 and at any
adjournment thereof.
"Sealed with the Common Seal/Signed this day of 19 ."
- The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
Election of President and Vice-President and Other Officers
- The President, Vice-President, Hon. Secretary and Hon.
Treasurer of the Association shall be elected from among Members of the Council every two
years or from time to time as occasion may require.
Seal
- Except by the authority of a resolution of the Council the
Seal of the Society shall not be affixed to any instrument. Every instrument to which the
Seal of the Society is so affixed, shall be signed by the President and Vice-President of
the Society or by either of them and countersigned by the Hon. Treasurer or the Hon.
Secretary or such other person as the Council may appoint by resolution
Change of Address
- Members changing their address shall give due notice to the
Hon. 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 having been duly received by the member.
Accounts
- The Council shall cause proper books of account to be kept
with respect to:-
- all sums of money received and expended by the Society and
the matters in respect of which such receipts and expenditure take place;
- all sales and purchases of goods by the Society; and
- the assets and liabilities of the Society.
Proper books shall not be deemed to be kept if there are
not kept such books of account as are necessary to give a true and fair view of the state
of the affairs of the Society and to explain its transactions.
- The books of account shall be kept at the registered
premises of the Society or at such other place or places as the Council shall think fit,
and shall always be open to the inspection of the Council.
- The Council 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 Society or any of them shall be open to the inspection of
members not being members of the Council, and no member shall have any right of inspecting
any account or book or document of the Association except as conferred by statute or
authorised by the Council or the Society in General Meeting.
- At the Annual General Meeting in every year the Council
shall lay before the Society a proper income and expenditure account for the period since
the last preceding account (or in the case of the first account since the incorporation of
the Society) made up to a date not more than six months before such meeting, together with
a proper balance sheet made up as at the same date. Every such balance sheet shall be
accompanied by proper reports of the Council and the Auditors, and copies of such account,
balance sheet and reports (all of which shall be framed in accordance with any statutory
requirements for the time being in force) and of any other documents required by law to be
annexed or attached thereto or to accompany the same.
Audit
- Once at least in every year the accounts of the Society
shall be examined and the correctness of the income and expenditure account and balance
sheet ascertained by one or more properly qualified Auditor or Auditors.
- Auditors shall be appointed and their duties regulated in
accordance with Sections 131 to 141 of the Ordinance.
Notices
- A notice may be served by the Society upon any member,
either personally or by sending it through the post in a prepaid letter, addressed to such
member at its registered address as appearing in the register of members.
- Any notice, if served by post, shall be deemed to have been
served on the day following that on which the letter containing the same is put into the
post, and in proving such service it shall be sufficient to prove that the letter
containing the notice was proprely addressed and put into the post office or a postal box
as a prepaid letter.
Indemnity
- Every member of the Council, officer or other servant of
the Society shall be indemnified out of the funds of the Society against all liability
incurred by him as such member of the Council, officer or servant in defending any
proceedings, whether civil or criminal.
Winding up
- If at any time the Society ought to be dissolved or wound
up the resolution for so doing shall be passed in either an Ordinary General Meeting or an
Extraordinary General Meeting provided always that such resolution has been passed by
two-thirds of the members present and voting at such a meeting.
- The provisions of Clause 7 of the Memorandum of the
Association relating to the winding-up or dissolution of the Society shall have effect and
be observed as if the same was repeated in these Articles.
Interpretation
- Any question as to the interpretation of the Articles of
Association shall be left to the Council whose determination on any point shall be final
and all matters not especially provided for by the Articles shall be left to the decision
of the Council whose ruling shall be conclusive.
Alteration of Articles
- In addition to the provisions contained in Section 13 of
the Ordinance, no addition, alteration or amendment shall be made to the articles of
association herein unless such addition, alteration or amendment has been:-
- passed by a majority vote of Category I members; and
- passed by a majority vote of Category II members; and
- passed by a majority vote of Category III members; and
- endorsed in writing by each of the three professional
bodies set out in Article 23 hereof.
- (i) By the deletion in its entirety of Article 23(a) and
the substitution of the following thereof
"The Society shall have a Council consisting of the following:-
- one representative appointed by each of the three following
professional bodies, namely, The Royal Institution of Chartered Surveyors (Hong Kong
Branch), The Hong Kong Institute of Surveyors and Society of Hong Kong Real Estate
Administrators and they shall hold office for two years only."
(ii) By the deletion in its entirety of Article 23(b) and
the substitution of the
following thereof:
- for the first two years four representatives to be elected
by Category I members, three representatives to be elected by Category II members and
three representatives to be elected by Category III members PROVIDED that not more than
two representatives from or associated with any one full member may serve on the Council
at any one time; and thereafter
- five representatives to be elected by Category I members,
four representatives to be elected by Category II members and three representatives to be
elected by Category III members PROVIDED that not more than two representatives from or
associated with any one full member may serve on the Council at any one time."
(iii) By the deletion in its entirely of Article 74(iv).
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2005
Society of Hong Kong Real Estate Agents Ltd. All rights reserved. |
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