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The following are the Articles of Association of the Kowloon Cricket Club of Hong Kong:
Revised 13th October 2005
Certificate of Incorporation of the Kowloon Cricket Club
The Companies Ordinance, 1911, Section 21
Memorandum of Association of the Kowloon Cricket Club
Articles of Association
Officers
General Committee
Management
Membership
Ordinary Voting Members
Obligations of Members, Honorary Members and Subscribers
Absent Members
Life Members
Honorary Members
Corporate Nominee Memberships
Lady Subscribers
Sporting Subscribers
Junior Subscribers
Term Subscribers
Visitors
Guests
Penalties
Meetings
Indemnity
Dissolution
Miscellaneous
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(COPY)
CERTIFICATE OF INCORPORATION
OF THE
KOWLOON CRICKET CLUB
___________
I hereby certify that the "KOWLOON CRICKET CLUB" is this day incorporated under the Hong Kong Companies' Ordinances, 1911 to 1929, and that this Company is Limited.
Given under my hand and Seal of Office this 1st day of August in the year of our Lord, One Thousand Nine Hundred and Thirty.
Sd. C.D. MELBOURNE,
Registrar of Companies.
THE COMPANIES ORDINANCE, 1911, SECTION 21.
___________
Licence to Dispense with the Word "Limited."
___________
WHEREAS it has been proved to my satisfaction that the KOWLOON CRICKET CLUB, which is about to be registered under the Companies Ordinances, 1911-1929, as a company limited by guarantee, is to be formed for the purpose of promoting charity, or some other useful object of the nature contemplated by Section 21 of the Companies Ordinance, 1911, and that such association intends to apply its profits (if any) or other income in promoting its objects as set forth in the Memorandum of Association of the said association, and to prohibit the payment of any dividend to its members:
NOW, therefore, 1, Sir William Peel, Knight Commander of the Most Excellent Order of the British Empire, Companion of the Most Distinguished Order of Saint Michael and Saint George, in the Governor of the Colony of Hong Kong, and its Dependencies, in pursuance of the powers vested in me by Section 21 of the Companies Ordinance, 1911, do by this my Licence direct that the Kowloon Cricket Club be registered as a company with limited liability without the addition of the word "Limited" to its name.
Given under my hand and the Public Seal of the Colony at Victoria, Hong Kong, this 25th day of July, 1930.
Sd. WILLIAM PEEL
COMPANIES ORDINANCE
MEMORANDUM OF ASSOCIATION
OF THE
KOWLOON CRICKET CLUB
___________
First - The name of the Company is the "KOWLOON CRICKET CLUB."
Second - The registered office of the Company will be situated
in Kowloon in the Hong Kong Special Administrative Region.
Third - The objects for which the Company is established are:-
(a) To take over the property, effects, benefits and liabilities
of the present unincorporated Club known as the Kowloon
Cricket Club.
(b) To promote the games of Cricket, Tennis, Lawn Bowls,
and other athletic sports and pastimes.
(c) To continue the upkeep of the existing Cricket Ground
and Club House at Kowloon in the Hong Kong Special Administrative
Region and to provide additional grounds in the Hong Kong
Special Administrative Region and the same for Cricket and
other purposes of the Club and to erect and provide other
Club houses, bungalows, or other residences, pavilions,
lavatories, kitchens, refreshment rooms, workshops, stables,
sheds, and other conveniences in connection therewith, and
to furnish and maintain the same, and to permit the same
and the property of the Club to be used by Members and other
persons either gratuitously or for payment.
(d) To purchase, hire, make or provide and maintain all
kinds of animals, furniture, implements, tools, utensils,
plate, glass, linen, book, papers, periodicals, stationery,
cards, games and other things required, or which may be
conveniently used in connection with the grounds, Club houses
and other premises of the Club (wherever the same may be)
by persons frequenting the same, whether Members of the
Club or not.
(e) To buy, prepare, make, supply, sell and deal in all
kinds of cricket bats, bowls, tennis rackets and balls and
all apparatus used in connection with these games and other
athletic sports and all kinds of provisions and refreshments
required or used, by Members of the Club or other persons
frequenting the grounds, Club houses, or premises of the
Club.
(f) To purchase, take on lease, or in exchange, or otherwise
acquire, any lands, buildings, easements, rights of common
or property, real or personal, which may be requisite for
the purposes of or conveniently used in connection with
the objects of the Club, and to sell, demise, mortgage,
give in exchange, or dispose of the same or any part thereof.
(g) To hire and employ and dismiss secretaries, clerks,
managers, servants, workmen and professional Cricketers,
bowls and tennis players and to pay to them, and to other
persons in return for services rendered to the Club, salaries,
wages, gratuities and pensions.
(h) To promote and hold either alone or jointly with any other association, club or persons, cricket, tennis or bowls meetings, competitions and matches and to offer give or contribute towards prizes, medals and awards therefor and to promote, give or support dinners, dances, concerts and other entertainments.
(i) To establish, promote, or assist in establishing or promoting, and to subscribe to, or become a member of, any other associations or clubs whose objects are similar, or in part similar to the objects of the Club, or the establishment or promotion of which may be beneficial to this Club. Provided that no subscription be paid to any such other association or club out of the funds of this Club, except bona fide in furtherance of the objects of this Club.
(j) To invest and deal with the moneys of the Club not immediately required, upon such securities and in such manner as may from time to time be determined.
(k) To borrow or raise and give security for money by the issue of or upon bonds, debentures, bills of exchange, promissory note, and other obligations or securities of the Club, or by mortgage or charge upon all or any part of the property of the Club.
(l) To do all such other lawful things as are incidental or conducive to attainment of the above objects or any of them.
"Provided that: -
(i) In case the club shall take or hold any property which may be subject to any trusts, the Club will only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The objects of the Club shall not extend to the regulation of relations between workers and employers or organizations of workers and organizations of employers.
(iii) The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded.
Fourth -
(1) The income and property of the Club, however derived, shall be applied solely towards the promotion of the objects of the Club as set out in this Memorandum of Association.
(2) Subject to sub-clauses (4) and (5) below, no portion of the income and property of the Club shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise, to the members of the Club.
(3) No member of the General Committee shall be appointed to any salaried office of the Club, or any office of the Club paid by fees and no remuneration or other benefit in money or money's worth (except as provided in sub-clause (5) below) shall be given by the Club to any member of the General Committee.
(4) Nothing herein shall prevent the payment, in good faith, by the Club of reasonable and proper remuneration to any office or servant of the Club, or to any member of the Club not being a member of the General Committee in return for any services actually rendered to the Club.
(5) Nothing herein shall prevent the payment, in good faith, by the Club:-
(a) to any member of its General Committee of out-of-pocket expenses;
(b) of interest on money lent by any member of the club or its General Committee at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong And Shanghai Banking Corporation Limited for Hong Kong dollar loans;
(c) of reasonable and proper rent for premises demised or let by any member of the Club or of its General Committee;
(d) of remuneration or other benefit in money or money's worth to a body corporate in which a member of the Club or of its General Committee is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes;
(6) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (4) and (5) above.
Fifth - Every Member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a Member, or within one year afterwards, for payment of the debts and liabilities of the Club contracted before the time at which he ceases to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding $50.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.
Names, Address and Descriptions of Subscribers
ROGER E. LINDSELL,
Victoria, Hong Kong, Civil Servant.
EZRA ABRAHAM,
Hong Kong Stock Exchange,
Hong Kong Sharebroker.
J.P. ROBINSON,
6, Gun Club Hill
Kowloon, Hong Kong, Accountant.
L.J. BLACKBURN,
Hong Kong & China Gas Co., Ltd.,
Hong Kong, Manager.
A.E. SILKSTONE,
S. Moutrie and Co., Ltd.,
Hong Kong, Manager.
H. OVERY,
Wm. Powell, Ltd.,
Hong Kong, Director.
V.C. LABRUM,
Ye Olde Printerie, Ltd.,
Hong Kong, Director.
Dated the 31st day of July, 1930.
WITNESS to all the above signatures,
F. E. NASH,
Solicitor,
Hong Kong.
COMPANIES ORDINANCE
ARTICLES OF ASSOCIATION
OF THE
KOWLOON CRICKET CLUB
In these Articles, unless there is something in the subject or context inconsistent therewith:-
"The Club" means the Company registered as the KOWLOON CRICKET CLUB.
"Members" means Members of the Club and includes Life Members, Special Voting Members, Ordinary Voting Members and Corporate Nominee Members but excludes Honorary Members, Subscribers, Absent Members and Visitors.
"Subscribers" means Lady Subscribers, Honorary Lady Subscribers, Sporting Subscribers, Junior Subscribers and Term Subscribers.
"Special Voting Members" includes Life Members.
"The General Committee" means the General Committee of the Club for the time being.
"The Secretary" means the Secretary of the Club for the time being.
"The Treasurer" means the Treasurer of the Club for the time being.
"Annual General Meeting" means the Yearly General Meeting of the Members of the Club.
"Extraordinary General Meeting" means a General Meeting of the Members of the Club specially convened under these Articles.
"General Meeting" means a General Meeting of the Members of the Club whether Annual or Extraordinary.
"The Ordinance" means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as amended.
"Special Resolution" means a Special Resolution of the Club passed in accordance with Section 116 of the Ordinance.
"The Seal" means the Seal of the Club.
"The Office" means the Registered Office for the time being of the Club.
"In writing" means written, typewritten or printed.
Words importing the Singular number include the Plural number and words importing the Plural number include the Singular. Words importing the Masculine gender include where the context admits the Feminine gender.
1. The Articles of Association and Bye-laws shall together
form the Rules of the Club.
2. For the purposes of registration the Club is declared
to consist of 2000 Members.
3. The General Committee may when they think fit register
an increase of Members.
4. The Club is established for the purposes expressed in
the Memorandum of Association.
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5. The Officers of the Club shall be a President, Vice-President,
Captain of Cricket, Secretary and Treasurer. All of such
Officers shall be members of the General Committee. 6. The General Committee shall not be more than fifteen
or be less than eleven in number and shall consist of the
Officers, a representative of the lawn bowls section, a
representative of the tennis section, a representative of
the hockey section, a representative of the squash section,
a representative of the football section all of whom shall
be Special Voting Members and a number of other Special
Voting Members, all to be elected annually at an Annual
General Meeting. All those so elected shall be members of
the General Committee. Any vacancy on the Committee occurring
during the year shall be filled by co-option by the General
Committee (Special Resolution passed on 5th December 1996).
7. A member of the General Committee may be removed from
office, before the expiration his period of office, by a
Special Resolution, notwithstanding anything in the Articles.
8. Notwithstanding anything in the Articles to the contrary:-
(a) Any member of the General Committee shall be entitled to resign on giving to the General Committee notice in writing in that behalf.
(b) Subject as hereinafter provided, in the event of the number of the General Committee falling below eleven, the continuing members shall have power to continue to act only for the purposes of filling any casual vacancy, receiving resignations and of convening any General Meeting of the Club.
(c) In the event of three or more members of the General Committee resigning within any period of seven days, the remaining members of the General Committee shall as soon as possible convene an Extraordinary General Meeting of the Club to elect new members in the place of those resigning.
(d) In the event of one half, or more, of the General Committee resigning within any period of seven days, the remaining members or member of the General Committee shall as soon as possible convene an Extraordinary General Meeting of the Club for the purpose of electing a new General Committee and the remaining members or member shall automatically be deemed to have resigned immediately prior to the commencement of such Extraordinary General Meeting.
(e) If all the members of the General Committee resign within any period of seven days, the President or failing him the Vice-President or one of the other Officers of the Club shall as soon as possible convene an Extraordinary General Meeting of the Club for the purpose of electing a new General Committee. In such case, notwithstanding the provisions of sub-paragraph (a) hereof, the resignations shall not take effect until immediately prior to the commencement of the next Extraordinary General Meeting.
(f) Any member of the General Committee who has resigned shall be eligible for re-election.
(g) Any member of the General Committee elected at an Extraordinary General Meeting shall hold office, unless he resigns or is removed from office, until the next Annual General Meeting.
(h) Any election made pursuant to this Article shall be conducted so far as possible in the same manner as an election at an Annual General Meeting as provided in Articles 5 and 6. Management
9. The Management of the affairs of the Club shall be vested
in the General Committee.
10. At all meetings of the General Committee six members
shall form a quorum and the chairman shall have a casting
vote. (Special Resolution passed on 5th December 1996).
11. On the written requisition of any three members of
the General Committee the Secretary shall call a special
meeting of the General Committee.
12. The President or in his absence the Vice-President
shall take the chair at all meetings of the General Committee,
failing whom any member of the General Committee may officiate
after election by those members of the General Committee
present at the meeting.
13. The General Committee may appoint Sub-Committees for
such purposes as may be deemed advisable. Any Sub-Committee
shall be chaired by a number of the General Committee and
shall include Members and Subscribers selected by the Chairman
of the Sub-Committee. Up to two subscribers may be included
to voice their opinions on matters relating to their subscribership,
save that two or more subscribers may be included in sports
section Sub-Committees, subject to the agreement of the
General Committee.
14. The Officers of the Club shall be ex-officio members
of all Sub-Committees.
15. Any Sub-Committee so formed shall conform to any regulations that may from time to time be imposed upon it by the General Committee.
16. Subject to the approval of the General Committee, or
its review, the decisions of any such Sub-Committee shall
be final on all matters coming within their province.
17. The General Committee and each Sub-Committee shall
respectively cause minutes to be made in books provided
for the purpose: -
(a) of all appointments and removals of officers made by the General Committee and Sub-Committee;
(b) of the names of the General Committee members and Sub-Committee members present at each respective meeting of the General Committee and Sub-Committee;
(c) of all resolutions and proceedings at all meetings of the Club, and of the General Committee and Sub-Committee members, and every General Committee and Sub-Committee member present at any respective meeting of General Committee and Sub-Committee shall sign his name in a book to be kept for that purpose.
18. The General Committee shall exercise and do all such
things as may be exercised or done by the Club save such
as are by these Articles or by any Ordinance in force required
to be exercised or done by the Club in General Meeting,
subject nevertheless to any regulations of these Articles,
to the provisions of the Ordinance and to such regulations
or provisions, not being inconsistent with the said regulations
or provisions, as may be prescribed by the Club in General
Meeting; but no regulation made by the Club in General Meeting
shall invalidate any prior act of the General Committee
which would have been valid if such regulation had not been
made.
19. The General Committee shall propose at a General Meeting
any changes to the entrance fees and/or subscriptions payable
by all Members, Subscribers, Absent Members and Visitors.
20. The General Committee shall have power from time to
time to make, alter and repeal all such Bye-laws as they
may deem necessary or convenient for the proper conduct
and management of the Club, and in particular but not exclusively
they may by such Bye-laws regulate: -
(a) The times of opening and closing any Club house or other premises belonging to the Club or any part thereof.
(b) The terms as to payment or otherwise of admission of Members, Honorary Members, Subscribers, Absent Members or Visitors to participation in the benefit of any of the privileges of the Club and the use by or supply to Members of any of the property of the Club.
(c) The admission of Subscribers, Honorary Members and Absent Members to the use of the Club and their rights and liabilities.
(d) The admission of Visitors and guests to the premises and benefits of the Club.
(e) The rules to be observed by any persons playing any games on the Club premises.
(f) The prohibition of particular games on the Club premises entirely or at any particular time or times.
(g) The conduct of Members, Honorary Members, Subscribers, Absent Members, Visitors and guests in relation to one another and to the Club employees.
(h) The setting aside of any part or parts of the Club premises at any particular time or times for any particular purpose or purposes.
(i) The imposition of fines for the breach of any Rules of the Club.
(j) The procedure at General Meetings and meetings of the General Committee of the Club.
(k) The election and expulsion of Members, Honorary Members, Subscribers, Absent Members and Visitors.
(l) Generally all such matters which are the subject matter of the Rules of the Club.
21. The General Committee shall adopt such means as they
deem sufficient to bring to the notice of Members, Honorary
Members, Subscribers, Absent Members or Visitors all such
Bye-laws, amendments and repeals. All such Bye-laws, so
long as they shall be in force, shall be binding upon all
Members, Honorary Members, Subscribers, Absent Members or
Visitors of the Club.
22. Provided that no Bye-law shall be inconsistent with
or shall affect or repeal anything contained in the Memorandum
of Association or in the Articles and that any Bye-law may
be set aside by a Special Resolution.
23. The Secretary shall cause the Seal to be kept and shall
affix or cause the Seal to be affixed with the authority
of the General Committee to all instruments requiring to
be sealed and all such instruments shall be signed by either
the President or the Vice-President and one other member
of the General Committee and shall be countersigned by the
Secretary.
24. The General Committee shall cause proper books of account
to be kept with respect to: -
(a) all sums of money received and expended by the Club and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Club; and
(c) the assets and liabilities of the Club.
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 Club's affairs and to explain its transactions. 25. The books of account shall be kept at the registered
office of the Club, or, subject to section 121(3) of the
Ordinance, at such other place or places as the General
Committee thinks fit, and shall always be open to the inspection
of the General Committee.
26. The General Committee shall from time to time determine
whether or to what extent and at what times and places and
under what conditions or regulations the accounts and books
of the Club 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 of book or
document of the Club except as conferred by statute or authorized
by the General Committee or by the Club in general meeting.
27. Every cheque shall be signed by any two Officers of
the Club, or by any one Officer of the Club and the person
occupying the position of Club Manager for the time being.
28. The accounts shall be made up to and closed on the
thirty-first day of July in each year and a balance sheet
containing a summary of the assets and liabilities of the
Club shall be prepared by the Treasurer, audited by a firm
of Certified Public Accountants, and shall be signed by
any two Officers of the Club.
29. The General Committee shall from time to time in accordance
with Sections 122 and 129D of the Ordinance, cause to be
prepared and to be laid before the Club in general meeting
such income and expenditure accounts, balance sheets and
reports as are referred to in those sections.
30. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Club in general meeting, together with a copy of the General Committee's report and a copy of the auditor's report, shall not less than 21 days before the date of the meeting be sent to every member of the Club provided that this article shall not require a copy of those documents to be sent to any person of whose address the Club is not aware.
31. If at any time the Club in General Meeting shall pass a resolution authorizing the General Committee to borrow money, the General Committee shall thereupon be empowered to borrow for the purposes of the Club such amount of money either at one time or from time to time and at such rate of interest and in such form and manner and upon such security as shall be specified in such resolution, and thereupon the General Committee shall, in manner provided by Article 23 hereof, or in such other manner as circumstances may require or as the General Committee shall think fit, make all such dispositions of the Club property or any part thereof and enter into such agreements in relation thereto as the General Committee may deem proper for giving security for such loans and interest. All Members of the Club, whether voting on such resolution or not, and all persons becoming Members of the Club after the passing of such resolution, shall be deemed to have assented to the same as if they had voted in favour of such resolution, and shall be bound thereby.
32. Subject to the express provisions of these Articles, the Memorandum of Association and to any Bye-laws made by the General Committee as hereinafter provided for the time being in force all Members, Honorary Members, Subscribers and Visitors shall be entitled at all times to use in common all the premises and property of the Club and to be supplied at such charges as the General Committee shall from time to time determine with such meals, refreshments, liquors and things as are provided by the Club for the use of its Members, Honorary Members, Subscribers and Visitors.
Membership
33. The Membership of the Club shall consist of:-
a. Special Voting Members
b. Ordinary Voting Members
c. Corporate Nominee Members
The names of Special Voting Members, Ordinary Voting Members and Corporate Nominee Members shall be kept on separate lists in the Office. Ordinary Voting Members invited by the General Committee to become Special Voting Members shall have their names added to the list of Special Voting Members and removed from the list of Ordinary Voting Members. Persons admitted as Ordinary Voting Members or as Corporate Nominee Members shall have their names added to the list of Ordinary Voting Members or Corporate Nominee Members respectively. When a Member ceases to be a Member of the Club for whatever reason the Member's name shall be removed from the appropriate list but may be added to the list of Absent Members or the list of Past Members as appropriate.
34. Admission to Membership of the Club shall be by election
conducted in such manner as may be decided from time to
time by the General Committee. Candidates for Membership
must have reached the age of twenty-three and, except as
provided in Article 47 for Corporate Nominee Members, must
be proposed and seconded by Special Voting Members. Applications
for Membership must be made in writing signed by the candidate
and by his proposer and seconder and addressed to the Secretary
and shall be on the form which the General Committee shall
determine.
35. Candidates for Membership shall be called for interview
by the General Committee as and when the General Committee
at its sole discretion shall decide.
36. Within two weeks of the interview candidates shall pay a deposit of the prevailing entrance fee plus three months subscription. If a candidate fails to pay such deposit within two weeks of his interview, notice thereof shall be given to his proposer and seconder and the candidate's application shall be deemed to have been withdrawn and will not be considered further unless the candidate shall justify the delay to the satisfaction of the General Committee who may then reinstate the application.
37. Provided that the candidate shall have made the payment prescribed in Article 36 and such payment shall have been accepted by the General Committee: -
(a) the candidate will be put forward for election as an Ordinary Voting Member at the General Committee meeting immediately following such payment.
(b) the candidate shall be entitled to use the Club as though he were a Member except that he shall not be entitled to enjoy any credit facilities in the Club save as agreed by the General Committee and shall not be entitled to attend or vote at any General Meeting.
38. To be elected the candidate must secure the votes of at least all but two of the General Committee members attending the General Committee meeting at which the candidate is put forward for election, save that in the case of Sporting Subscribers who become candidates for Ordinary Voting membership at the end of their term of Sporting Subscribership they must secure the votes of more than 50% of the General Committee Members attending at the said meeting. The result of the election on the candidate's application shall be notified in writing to the candidate and his proposer and seconder within one week of the election. If the candidate is elected a copy of the Memorandum and Articles of Association and the Bye-laws of the Club and a bill for the amounts due from the candidate shall also be forwarded to him within one week if this has not been undertaken prior to election. The deposit paid by the candidate will be credited to the candidate's account. If the candidate is not elected the deposit paid by the candidate shall be refunded to him less any sums outstanding from him to the Club all within one week.
39. No member of the General Committee shall under any circumstances vote by proxy in any meeting of the General Committee.
40. No candidate proposed and not elected shall be proposed again until the expiration of three months from the date of the rejection of his application by election nor shall he make use of the Club House, property or grounds during this period.
41. In the event of a newly elected Member failing to pay such sums as may be due from him to the Club within one month of his election the General Committee may at their discretion remove his name from the list of Members unless he shall justify the delay to the satisfaction of the General Committee, and notice thereof shall be given to his proposer and seconder who shall be jointly and severally liable for all sums which may be due from him to the Club.
Obligations of Members, Honorary Members and Subscribers
42. Members, Honorary Members, Subscribers and Absent Members changing their place of residence shall give due notice to the Secretary and shall 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, Honorary Member, Subscriber or Absent Member.
43. The rights and privileges of a Member, Honorary Member, Subscriber, Absent Member or Visitor shall be personal to himself, they shall not be transferred by his own act or by operation of law, and shall cease upon his death, or upon his ceasing from any cause to be a Member, Honorary Member, Subscriber, Absent Member or Visitor under the provisions of these Articles.
44. A Member, Honorary Member or Subscriber when he desires to resign from the Club, shall notify the Secretary in writing to that effect.
45. Any Member, Honorary Member, Subscriber, Absent Member or Visitor who ceases to be a Member, Honorary Member, Subscriber, Absent Member or Visitor, shall, nevertheless, remain liable to pay to the Club all moneys which at the time of his ceasing to be a Member, Honorary Member, Subscriber, Absent Member or Visitor shall be due from him to the Club.
46. The General Committee may, in their discretion and without requiring the usual rules to operate, reinstate to Membership any ex-Member or ex-Subscriber seeking re-admission.
47. Any Special Voting Member, Ordinary Voting Member or Subscriber who may be leaving Hong Kong for more than three calendar months at a time, provided he shall have notified the Secretary of his departure and shall have paid the Absent Members' fee and paid all outstanding amounts due to the Club shall be entitled to have his name placed on the Absent Members' list and shall not be liable to pay subscriptions during the months in which he is absent. Absent Members shall be readmitted as a Member under the provisions of Article 46 upon subsequent return to Hong Kong and notification to the Secretary of their return.
The Absent Members' fee shall be a once and for all payment and no further fee shall be payable on subsequent departures or returns. This fee may be paid at any time prior to departure.
Notwithstanding the above, the General Committee shall have the power to refuse re-admission to any Member or Subscriber deemed to have resigned his Membership in accordance with the above and in such case shall refund the Absent Members Fee. 48. On the recommendation of the General Committee a Special Voting Member may be elected a Life Member at any General Meeting of the Club without paying the monthly subscription or any special payment for such Life Membership. Such Life Member shall be entitled to all the privileges of Membership and he shall have the same voting rights as a Special Voting Member. 49. The General Committee shall have the power of inviting a person to make use of the Club as an Honorary Member without payment of entrance fee or monthly subscription. Such Honorary Member shall be entitled to all the benefits and privileges of Membership except that he shall not be qualified to be an Officer, or a member of the General Committee or to vote. Corporate Nominee Memberships
50. (a) There shall be up to 100 Corporate Nominee Memberships or such additional number to be issued upon such terms, conditions and at such fee as the General Committee may determine from time to time.
(b) The holder of such a membership shall be entitled to nominate at any one time one person to be a Member on the same basis as an Ordinary Voting Member except as otherwise provided for in this Article. Such Nominee, if approved by the General Committee, shall be liable to pay monthly subscriptions and other levies.
(c) Corporate Nominee Members shall at all times be subject to the Rules of the Club and the General Committee may at any time at its discretion require the holder to withdraw his nomination and substitute another person therefor.
(d) The holder of such a membership shall, during any period in which no person is currently nominated be liable to pay monthly subscriptions and other levies in like manner as an Ordinary Voting Member.
(e) The holder of such a membership may with the approval of the General Committee transfer its holding on payment to the Club of the transfer fee specified in the terms and conditions of issue of the membership.
(f) The holder of such a membership may by resolution of its directors or other governing body authorise a person other than its Corporate Nominee Member for the time being to act as its representative at any General Meeting and the person so authorised shall be entitled to exercise the same voting rights and privileges on behalf of the holder represented as that holder would exercise if it were an individual Ordinary Voting Member attending a General Meeting. For this alternative arrangement to be valid the holder of the membership shall give notice in writing to the Secretary at lest seven days prior to any General Meeting at which the arrangement is to apply and the Corporate Nominee Member for the time being shall not be entitled to vote at the said General Meeting.
Lady Subscribers
51. Ladies of or over the age of twenty three years may apply for admission to the Club as a Lady Subscriber in the manner provided by Articles 34, 35, 36, 38, 39 and 40 for persons seeking membership except as provided in this Article, and, if elected, shall pay the prevailing entrance fee and monthly subscription payable in advance on the first day of each month or such sum as subscription as the General Committee may from time to time determine. Provided that no lady whose husband is ordinarily resident in Hong Kong and is not a member of the Club shall be eligible for election as a Lady Subscriber under this Article. Provided, also that a Lady Subscriber who marries an ordinary resident of Hong Kong, shall ipso facto, cease to be a Lady Subscriber.
Provided that any Lady Subscriber may, if she so wishes, apply at any time for election as an Ordinary Voting Member on payment of a transfer fee. Such applications shall be submitted in writing to the Secretary together with the transfer fee and shall be put forward for election at the General Committee meeting immediately following receipt. Thereafter such applications shall be subject to the provisions of Articles 35 to 38. The transfer fee shall be determined by the General Committee from time to time but shall not exceed 50% of the entrance fee for a Member prevailing at the time the transfer is effected. (Special Resolution passed on 24th June 1996).
The number of Lady Subscribers elected under this Article shall not exceed 100 at any one time, but the General Committee may in its discretion increase the number.
52. Lady Subscribers shall be entitled to such privileges of membership as the General Committee may from time to time determine but they shall not have the right to become involved in the management of the Club and shall not propose or second candidates for admission as Members or Subscribers.
53. Wives of Members shall be deemed to be Honorary Lady Subscribers of the Club.
Sporting Subscribers
54. (a) Candidates for admission to the Club as Sporting Subscribers shall make their applications in writing on the form prescribed by the General Committee. The application shall be signed by the applicant and his proposer and seconder who shall both be Special Voting Members and be addressed to the Secretary. The application must also be endorsed by the member of the General Committee responsible for the sport in which the applicant has chosen to participate ("the chosen sport"), who must be satisfied as to the competence of the applicant in that sport and as to his commitment to represent the Club in that sport on a regular basis.
(b) Except as provided for in this Article, an application for Sporting Subscribership shall be dealt with in the same manner as an application for Membership set out in Articles 34, 35, 36, 38, 39 and 40.
(c) For the avoidance of doubt a Sporting Subscriber is not a Member as provided by Article 33 hereof.
(d) Within two weeks of his interview by the General Committee the applicant shall pay a deposit in the amount determined by the General Committee and the applicant shall make a signed undertaking to represent the Club regularly and competently in the chosen sport throughout the period of his Subscribership, save for reasons acceptable to the General Committee.
(e) The entrance fee for a Sporting Subscriber shall be 25% of the entrance fee for an Ordinary Voting Member at the time that the applicant is admitted as a Sporting Subscriber.
(f) The subscription for a Sporting Subscriber shall be such sum as the General Committee may from time to time determine and such subscription shall be payable in advance on the twentieth day of every month.
(g) A Sporting Subscriber shall be put forward for election as an Ordinary Voting Member in accordance with the provisions of Article 38 (save as provided in (h) below) as soon as practicable following the third anniversary of becoming a Sporting Subscriber or upon his 23rd birthday whichever is the later subject to having paid all amounts due from him to the Club and obtaining written confirmation from the sitting member of the General Committee responsible for the chosen sport that the Sporting Subscriber is still representing the Club regularly and competently in that sport, save as aforesaid in (d) above.
(h) The provisions of Article 38 shall apply to the election of a Sporting Subscriber as an Ordinary Voting Member save that he must secure the votes of more than 50% of the General Committee Members attending at the General Committee meeting at which he is put forward for election.
(i) A Sporting Subscriber who fails to pay amounts due from him to the Club or repeated failure by the Sporting Subscriber to represent the Club regularly and competently at the chosen sport save as aforesaid may result in the Sporting Subscriber having his Sporting Subscribership revoked and/or not being elected as a Member in which case he shall also then cease to be a Sporting Subscriber. If a Sporting Subscriber has his Sporting Subscribership revoked or he is not elected as a Member he shall cease to be entitled to use the Club.
(j) If a Sporting Subscriber resigns his Sporting Subscribership he shall notify the Secretary in writing and shall not be liable for further monthly subscriptions or for the balance of the entrance fee at the time of resignation. Thereafter he shall not be entitled to use the Club.
(k) Under no circumstances shall any payments made by a Sporting Subscriber towards the entrance fee or as monthly subscriptions be refundable.
(l) In the event of a Sporting Subscriber failing to pay such sums as may be due from him to the Club in accordance with these Articles his proposer and seconder will be held jointly and severally liable for all sums which may be due from him to the Club.
55. The number of Sporting Subscribers shall not exceed 50.
56. Sporting Subscribers shall be entitled to the privileges of membership subject to the Rules of the Club but shall not have the right to become involved in the management of the Club or to speak or vote at any General Meeting of the Club. In addition, Sporting Subscribers shall not propose or second candidates for admission as Members or Subscribers to the Club. In the event of the Club being wound up, Sporting Subscribers shall not be liable to the payment of debts and liabilities of the Club.
Junior Subscribers
57. Any person who has reached the age of 15 and is under the age of 23 and who does not have a parent who is a Member, Honorary Member, or Subscriber, may apply for admission to the Club as a Junior Subscriber in the manner provided by Articles 34, 35, 36, 38, 39 and 40 for persons seeking Membership except as provided for in this Article. Such persons, if elected, shall be entitled to the privileges of membership subject to such regulations and Bye-laws as shall be made from time to time by the General Committee but shall not have the right to become involved in the management of the Club and shall not propose or second candidates for admission as Members, Subscribers or Visitors. A candidate for admission as a Junior Subscriber must be sponsored by a Special Voting Member who will be held responsible for his future conduct and Club dues. A Junior Subscriber shall not enjoy any credit facilities in the Club.
58. The deposit to be paid by an applicant for Junior Subscribership within two weeks of his interview and the entrance fee for a Junior Subscriber shall be determined by the General Committee.
59. The subscription for a Junior Subscriber shall be such sum as the General Committee may from time to time determine and such subscription shall be payable in advance on the first day of every month.
60. The number of Junior Subscribers shall be limited to twenty-five but the General Committee may at its discretion increase the number.
61. A Junior Subscriber shall automatically become an Ordinary Voting Member of the Club when he attains the age of 23 years on paying the entrance fee required of a Member, less his entrance fee previously paid by him as a Junior Subscriber. Should he not desire to become an Ordinary Voting Member he shall notify the Secretary to that effect and shall cease to be a Junior Subscriber of the Club.
62. In the event of the Club being wound up, Junior Subscribers shall not be liable to contribute to the payment of debts and liabilities of the Club.
Term Subscribers
63. (a) Any person aged 23 or above who has recently arrived in Hong Kong and is working on a short term contract may apply for admission to the Club as a Term Subscriber.
(b) Such application must be made in writing on the form prescribed by the General Committee and shall include a statement that the applicant expects to reside in Hong Kong for a period not exceeding three years from the date of the application and a written confirmation from the applicant's employer that the applicant is employed on a short term contract.
(c) The application shall be signed by the applicant and his proposer and seconder who shall both be Special Voting Members and be addressed to the Secretary. If requested by the Secretary, the applicant must provide any further information reasonably required in connection with the application.
(d) Except as provided for in this Article, an application for Term Subscribership shall be dealt with in the same manner as an application for Membership set out in Articles 34, 35, 36, 38, 39 and 40.
(e) The entrance fee for a Term Subscriber shall be 25 per cent of the then prevailing entrance fee for an Ordinary Voting Member.
(f) The subscription for a Term Subscriber shall be the same as for an Ordinary Voting Member and shall be payable in advance on the twentieth day of every month.
(g) The number of Term Subscribers shall not exceed one hundred.
(h) Save as otherwise provided in these Articles, a Term Subscriber shall cease to be a Term Subscriber upon the third anniversary of his admission as a Term Subscriber.
(i) A Term Subscriber may within three months prior to the end of the term of his Subscribership apply for one further three year term. Upon such application being made, the provisions of (b) to (e) of this Article shall apply, including the payment of a further entrance fee under (e).
(j) At any time during his Term Subscribership, a Term Subscriber may apply to become an Ordinary Voting Member and, if elected, he shall pay the then prevailing entrance fee for an Ordinary Voting Member less 80% of the entrance fee(s) paid by him as a Term Subscriber. All the provisions of these Articles relating to an application to become an Ordinary Voting Member shall apply.
(k) Term Subscribers shall not be eligible to apply to be placed on the list of Absent Members.
(l) Term Subscribers shall be entitled to the privileges of membership subject to the Rules of the Club and may attend General Meetings of the Club but shall not be entitled to speak or vote. In addition, Term Subscribers shall not propose or second candidates for admission as Members, Term Subscribers or Subscribers to the Club. In the event of the Club being wound up, Term Subscribers shall not be liable to the payment of debts and liabilities of the Club.
(m) Failure to pay any amounts due to the Club may result in a Term Subscriber having his Term Subscribership revoked in which case he shall cease to be a Term Subscriber and shall cease to be entitled to use the Club.
(n) If a Term Subscriber resigns his Term Subscribership he shall notify the Secretary in writing and shall not be liable for further monthly subscriptions. Thereafter he shall not be entitled to use the Club.
(o) Under no circumstances shall any payments made by a Term Subscriber in respect of the entrance fee, extension fee or as monthly subscriptions be refundable.
Visitors
64. Persons visiting Hong Kong may be admitted by the General Committee to the privileges of the Club on the introduction of a Member for a period not exceeding three months in any twelve months on payment of a monthly subscription of the prevailing amount for each month of stay and pro rata for shorter periods. The General Committee is empowered to decide what shall be the definition of a Visitor. The proposer shall be responsible for all Club debts contracted by such Visitor during that period. A Visitor shall not enjoy any credit facilities in the Club.
65. The names of all Visitors together with their period of stay in Hong Kong must be entered and endorsed by their proposer on the form for this purpose which is available in the Club office.
66. The General Committee may at its discretion at any time withdraw the privileges accorded to a Visitor.
Guests
67. Residents in Hong Kong may be introduced to the Club as guests on such conditions as the General Committee may determine.
Penalties
68. All dues from Members, Honorary Members and Subscribers must be paid on or before the 20th of the month following that in which the same were incurred.
69. All Members, Honorary Members and Subscribers who have not paid, in accordance with Article 68 may at the General Committee's discretion from the date prescribed by it cease to have the privilege of signing for refreshments, and enjoying credit facilities in the Club.
70. Any Member, Honorary Member or Subscriber infringing Article 68 shall be notified by the Secretary or the Treasurer in writing the amount due, and in the event of non-payment within ten days his name may be posted in the Club House. If at the expiration of fourteen days of such posting the dues still remain unpaid, his name shall be struck off the list of Members, Honorary Members or Subscribers and he shall thereupon cease to be a Member, Honorary Member or Subscriber of the Club.
71. The General Committee may, at their discretion, reinstate any Member, Honorary Member or Subscriber dealt with under Article 70 on receiving a reasonable explanation in writing of the cause of non-payment, accompanied by payment of all dues.
72. The General Committee may at any time it sees fit, after giving him reasons in writing, call upon a Member, Honorary Member or Subscriber to pay his account forthwith and/or call upon him for a deposit against future accounts, which deposit shall not be exceeded, and if he fails to comply he shall not be furnished with supplies.
73. The General Committee may also limit the amount for which a Member, Honorary Member or Subscriber can sign in any one month, and may require him, if necessary, to pay for that amount before he can obtain any further supplies.
74. If any Member, Honorary Member or Subscriber shall wilfully refuse or neglect to comply with the provisions of the Memorandum of Association or the Rules of the Club, or in case the conduct of any Member, Honorary Member or Subscriber either on or off the Club premises shall in the opinion of the General Committee be injurious to the character or interest of the Club, the General Committee, shall, after due enquiry and after giving the Member, Honorary Member or Subscriber due opportunity to make a defence, be empowered to decide if the Member, Honorary Member or Subscriber should be temporarily suspended from using the Club for such period as the General Committee shall decide or should be invited to resign. Any such decision shall be conveyed to the Member, Honorary Member or Subscriber in writing. If a Member, Honorary Member or Subscriber who is temporarily suspended refuses to comply with the conditions of such temporary suspension the General Committee shall decide if the Member, Honorary Member or Subscriber should be invited to resign. Any such decision shall be conveyed to the Member, Honorary Member or Subscriber in writing. If a Member, Honorary Member or Subscriber who is invited to resign fails to submit such resignation within two weeks of the dispatch of such invitation the General Committee shall remove the name of the Member, Honorary Member or Subscriber from the list of Members, Honorary Members or Subscribers as appropriate and the individual together with his spouse and dependent children shall not be entitled to use the Club thereafter.
75. Any Member or Honorary Member or Subscriber dissatisfied with the decision of the General Committee under the preceding Article may, within two weeks of that decision being communicated to him, appeal to an Extraordinary General Meeting of Members.
76. Honorary Members, Subscribers and Visitors shall not be entitled to vote. In addition Subscribers and Visitors shall not have the right to become involved in the management of the Club or to speak or vote at any General Meeting of the Club and they shall not be liable to contribute to the payment of debts and liabilities of the Club.
77. The Club shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Club and that of the next. Provided that so long as the Club holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the General Committee shall appoint.
78. All general meetings other than annual general meetings shall be called extraordinary general meetings. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the Report of the General Committee and auditors, the General Committee's proposals in relation to any changes to the entrance fees, subscriptions and/or other fees, the election of Officers in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors which are discussed in an Annual General Meeting every year.
79. The President shall be entitled to take the chair at every General Meeting of the Club, or if he shall not be present within fifteen minutes after the time appointed or has notified his intention not to be present then the Vice-President shall take the chair. Failing these two, the Members shall choose a member of the General Committee as chairman, and if no member of such Committee be present, or if all present decline to take the chair then the Members shall choose one of their own number to be chairman.
80. Fifty Members shall form a quorum at all General Meetings and such quorum must be present for the full duration of the such Meetings. If within half an hour from the time appointed for such Meeting or at any time during such Meeting a quorum be not present, the Meeting if convened by Members' requisition shall be dissolved or if convened in any other case it shall be adjourned to the same day in the next week at the same time and place.
81. An annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 days' notice in writing at the least, and a meeting of the Club other than an annual general meeting or a meeting for the passing of a special resolution shall be called by 14 days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Club in general meeting, to such persons as are, under the articles of the Club, entitled to receive such notices from the Club provided that a meeting of the Club shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed :-
(a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote at the meeting; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95 per cent of the total voting rights of all the members entitled to attend and vote at that meeting.
82. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
83. Nominations for election to the General Committee shall be made in writing to the Secretary at least seven days before the published date of the Annual General Meeting.
Nominations shall carry:-
(a) The signatures of the proposer and seconder, both of whom shall be Special Voting Members.
(b) The post for which the nomination is made.
(c) The signature of the nominee confirming his agreement to serve on the General Committee if elected.
All nominations shall be displayed on the Club notice board for seven days prior to the Annual General Meeting.
84. The General Committee members may, whenever they think fit, convene Extraordinary General Meetings of the Club specifying in the notice the object or objects for which the meeting is called and no other business other than that of which notice has been so given shall be brought forward at such meeting.
85. Extraordinary General Meetings shall also be convened, upon the written requisition of any twenty Members, or by such requisitionists as provided by Section 113 of the Ordinance. If at any time there are not within Hong Kong sufficient General Committee members capable of acting to form a quorum, any General Committee member or any two Members of the Club may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the General Committee.
86. The Chairman of any General Meeting may, with the approval of the majority of Members present, adjourn any meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than that left unfinished at the meeting from which the adjournment took place.
87. Every question to be determined at a General Meeting shall be determined by a majority of votes, each Special Voting Member having 5 votes and each Ordinary Voting Member having one vote and the Chairman a casting vote.
88. A declaration by the Chairman at any General Meeting that a resolution has been carried thereat upon a show of hands shall be conclusive and an entry to that effect in the minute book of the Club shall be sufficient evidence of that fact, unless immediately on such declaration a poll shall be demanded by at least two of the Members present entitled to vote.
89. If a poll be demanded the same shall be taken at such time and place, and either by open voting or by ballot as the Chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
90. For a Special Resolution to be passed at a General Meeting at least 75% of the total votes cast must be in favour of the Special Resolution.
91. All resolutions passed at any General Meeting of the Club shall be binding on all Members, Subscribers, Visitors and, if appropriate, Absent Members of the Club.
92. After a proposal has been rejected at a General Meeting the same may not be brought up again as a proposal until six months have elapsed.
93. Nothing in these Articles shall be altered or varied, nor shall additions be made thereto, except by Special Resolution.
Indemnity
94. Subject to section 165 of the Ordinance, every Member of the Committee, Auditor and Officer for the time being of the Club shall be indemnified out of the funds and assets of the Club against all liabilities and obligations which they, or any of them, may incur in good faith in the proper and reasonable performance or purported performance of their duties in relation to the Club other than any liability which attaches to them by law in respect of any negligence, default, breach of duty or breach of trust. Further, they shall be indemnified from the funds and assets of the Club against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted or in connection with any application under section 358 of the Ordinance in which relief is granted to them by the Court. Provided that none of the funds or assets of the Club shall be applied 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.
Dissolution
95. If upon the winding up or dissolution of the Club 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 thereof, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Club, 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 Club under and by virtue of the fourth clause of the Memorandum of Association, such institution or institutions to be determined by the Members of the Club at or before the time of dissolution, by special resolution in accordance with Article 90 hereof, and in default thereof by a Judge of the Supreme Court of Hong Kong having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provision then to some charitable objects.
Miscellaneous
96. All matters not specially provided for by these Articles shall be left to the decision of the General Committee whose ruling shall be conclusive.
All Bye-laws made under the rules of the hitherto existing Kowloon Cricket Club, and all rules for play made by the said Club or the General Committee thereof shall remain in force, until altered or varied, or until new Bye-laws shall be made in lieu thereof, under the power of such purpose given by these Articles and shall be binding upon all Members, Life Members, Honorary Members, Subscribers, Visitors and, if appropriate, Absent Members.
97. Any question as to the interpretation of the foregoing Articles of Association and subsequent Bye-laws shall be left to the General Committee whose decision on any point shall be final.
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