(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,
Governor.
MEMORANDUM OF ASSOCIATION
OF THE
KOWLOON CRICKET CLUB
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
___________
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 ("Hong Kong").
Third - The objects for which the Company (the "Club") 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 Hong Kong and to provide additional grounds in Hong Kong and the same for Cricket
and other purposes of the Club and to erect and provide clubhouses and other facilities
in connection therewith, and to furnish, modify and maintain the same, and to permit
the same and the property of the Club to be used by Members and other persons either
free of charge or for payment.
(d) To purchase, hire, make or provide and maintain all kinds of equipment 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
using the same, whether Members of the Club or not.
(e) To buy, prepare, make, supply, sell and deal in all kinds of apparatus and equipment
used in connection with sports or leisure activities and all kinds of provisions
and refreshments required or used, by Members of the Club or other persons using
the grounds, Club houses, or premises of the Club.
(f) To acquire by purchase, lease, or otherwise any land or property on reasonable
terms and conditions as may be necessary for the purposes of the objects of the
Club.
(g) Subject to the Fourth Clause of this Memorandum of Association, to hire, employ
or dismiss persons considered necessary for the purposes of the Club and to pay
to them, and to other persons in return for services rendered to the Club, salaries,
wages, charges and pensions.
(h) To promote and hold, either alone or jointly with any other association, clubs
or persons, sports or leisure activities, meetings, competitions and matches for
the playing of the games of the Club and to offer give or contribute towards prizes,
medals and awards for the same and to promote, give or support dinners, dances,
concerts and other forms of entertainment on a non-profit making basis.
(i) Subject to the Seventh Clause of this Memorandum of Association, 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 the Club, provided that no subscription be paid to any such other
association or club out of the funds of the Club, except in furtherance of the objects
of the Club.
(j) To invest and deal with the assets of the Club not immediately required, upon
such securities and in such reasonable and prudent manner as may from time to time
be determined by the Club.
(k) To borrow or raise and give security for money by the issue of or upon bonds,
debentures, bills of exchange, promissory notes, and other obligations or securities
of the Club, or by mortgage or charge upon all or any part of the property of the
Club which the Club is otherwise entitled to mortgage or charge for the purposes
of the Club.
(l) To do all such other lawful things as shall be in the best interests of the
Club for the purposes of the Club.
"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 or governing body of the Club 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 or
governing body of the Club.
(4) Nothing in this Memorandum of Association shall prevent the payment, in good
faith, by the Club of reasonable and proper remuneration to any officer or servant
of the Club, or to any member of the Club not being a member of the General Committee
or governing body of the Club in return for any services actually rendered to the
Club.
(5) Nothing in this Memorandum of Association shall prevent the payment, in good
faith, by the Club:-
(a) to any member of its General Committee or governing body of the Club of out-of-pocket
expenses;
(b) of interest on money lent by any member of the Club or its General Committee
or governing body of the Club 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 or governing body of the Club;
(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 or governing body of the
Club 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.
Sixth - No addition, alteration or amendment shall be made to or in this Memorandum
of Association or the Articles of Association for the time being in force, unless
such alteration has previously been submitted to and approved by the Registrar of
Companies in writing.
Seventh - The Club shall not form a subsidiary or hold a controlling interest in
another body corporate, unless the formation of such subsidiary or the holding of
such a controlling interest has previously been approved by the Registrar of Companies
in writing.
Eighth - The liability of the Members of the Club is limited.
We, the several persons whose names and addresses are given below, are desirous
of being formed into a Company in pursuance of this Memorandum of Association.
Names, Address and Descriptions of Signatories
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
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
________________
In the Articles, unless the context requires otherwise, the following terms shall
mean:-
"The Club" means the Company registered as the KOWLOON CRICKET CLUB.
"Annual General Meeting" means the Annual General Meeting of the Club.
"Articles" means these articles of association as amended from time to time.
"Bye-laws" means the bye-laws, rules and other regulations approved and promulgated
by the General Committee in accordance with the Articles.
"Extraordinary General Meeting" means a general meeting of the Club other than the
Annual General Meeting.
"The General Committee" means the General Committee of the Club for the time being.
"General Meeting" means either an Annual General Meeting or an Extraordinary General
Meeting of the Club.
"Management" means the General Manager and other staff as designated by the General
Manager from time to time.
"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, Visitors and Guests.
"The Office" means the Registered Office for the time being of the Club.
"Officers" means any and all of the officers of the Club referred to in Article
5.
"The Ordinance" means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
including any statutory modification or re-enactment thereof for the time being
in force.
"The Seal" means the Common Seal of the Club.
"The Secretary" means the Secretary of the Club for the time being.
"Special Resolution" means a Special Resolution of the Club passed in accordance
with Section 116 of the Ordinance.
"Special Voting Members" includes Life Members.
"Subscribers" means Lady Subscribers, Honorary Subscribers, Sporting Subscribers,
Junior Subscribers and Term Subscribers.
"The Treasurer" means the Treasurer of the Club for the time being.
"In writing" or "written" means written or produced by any substitute for writing
in a legible form, including photocopies, printing, facsimile, email or other visual
representations, or partly written and partly so produced.
In the Articles, except where the context otherwise requires, the singular includes
the plural and the plural includes the singular, and any gender includes any other,
references to persons include bodies corporate and unincorporated and references
to individuals do not include body corporate and unincorporated.
1. The Articles of Association, Bye-laws and other rules prescribed and promulgated
to the membership 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 objects expressed in the Memorandum of Association.
Officers
5. The Officers of the Club shall be a President, Vice-President, Captain of Cricket,
Secretary and Treasurer. All such Officers shall be members of the General Committee.
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 at an Annual General Meeting. All those so elected shall
be members of the General Committee save and except that the sports representatives
are to be elected by and at their section annual general meetings. Any vacancy on
the General Committee occurring during the year may be filled by co-option by the
General Committee.
6.1 When elected at an Annual General Meeting the Officers of the Club and the Special
Voting Members of the General Committee apart from the representatives of the five
aforementioned sports sections shall each serve for a term of two years and at the
end of that term shall be eligible for re-election for a further term of two years
in the office or position as member of the General Committee in which they have
served.
6.2 The General Committee shall in the Bye-laws of the Club regulate the election
of the representatives of the sports sections each for a term of either one or two
years from the date in which the relevant section annual general meeting is held.
6.3 When Officers of the Club have served in an office for four years they shall
not be eligible for re-election to the office in which they have served until they
have been out of that office for two years but they shall be eligible for election
to another office or to be elected as a member of the General Committee or as a
sports section representative.
6.4 When members of the General Committee other than sports section representatives
have served on the General Committee for four years they shall not be eligible for
re-election as members of the General Committee for a period of two years, but they
shall be eligible for election as an Officer of the Club or as a sports section representative.
6.5 When sports section representatives have served on the General Committee for
four years they shall not be eligible for re-election as the same sports section
representative for the following period of two years, but they may stand for election
as an Officer of the Club or as an elected member of the General Committee or as
a representative of another sports section.
6.6 An eligible Member may only be nominated for election to one position at an
Annual General Meeting, either to be one of the Officers of the Club or a member
of the General Committee.
6.7 Where under Article 6 a vacancy on the Committee is filled by co-option by the
General Committee during the first year of a member’s two year term of service,
that office or position shall be open for election at the following Annual General
Meeting for the remaining one year of term, and the member elected shall thereafter
be eligible for re-election to that office or position for a further two terms of
two years before stepping down under Articles 6.3, 6.4 and 6.5 above.
7. A member of the General Committee may be removed from office, before the expiration
of his period of office, by an Ordinary 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 to that effect.
(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 8 members shall form a quorum and the
chairman shall have a casting vote.
11. On the written request 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 appropriate. Any Sub-Committee shall be chaired by a member of the General
Committee and may include Members and Subscribers selected by the Chairman of the
Sub-Committee and approved by 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 kept 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 attending
each respective meeting;
(c) of all resolutions and proceedings at all meetings of the Club, and of the General
Committee and Sub-Committees.
18. The General Committee shall exercise and do all such things as may be exercised
or done by the Club save such as provided by these Articles or by any Ordinance
in force required to be exercised or done by the Club in General Meeting, subject
nevertheless to the provisions of the Ordinance or any regulations of these Articles,
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. Any such changes shall be endorsed by the Members in General Meeting.
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 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.
22. 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.
23. 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.
24. 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.
25. Every cheque shall be signed by any two Officers of the Club, or by any one
Officer of the Club and the General Manager for the time being.
26. 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.
27. 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
a General Meeting such income and expenditure accounts, balance sheets and reports
as are referred to in those sections. Such accounts, balance sheets and reports
shall be endorsed by the Members in a General Meeting.
28. 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.
29. 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 the manner provided by Article 21 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.
30. 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
31. The Membership of the Club shall consist of: -
(a) Life Members
(b) Special Voting Members
(c) Ordinary Voting Members
(d) 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. The General Committee shall
have the power to appoint Ordinary Voting Members as Special Voting Members. Each
Special Voting Member has 5 votes. 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.
32. 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 48
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. Under this membership system,
admission to Membership of the Club is open to the general public free from any
form of discrimination by race, religion, gender or geographical area.
33. For the avoidance of doubt, Membership of the Club shall only be appointed in accordance with the terms of the Articles.
Ordinary Voting Members
34. The procedure for the selection, interview and appointment of Members shall
be at the sole discretion of the General Committee.
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.
35. Provided that the candidate shall have made the payment prescribed in Article
34 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.
36. To be elected the candidate must secure the votes of at least 75% of the General
Committee members attending and voting at the General Committee meeting at which
the candidate is put forward for election. 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.
37. No member of the General Committee shall under any circumstances vote by proxy in any meeting of the General Committee.
38. 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.
39. 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
40. Members, Honorary Members, Subscribers and Absent Members changing their residential
or business address lodged with the Club office shall give due notice to the Secretary
and shall furnish him with an address to which notices and letters may be sent.
P.O. Boxes will not be accepted for this purpose. 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.
41. 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. However, upon application of the spouse
of the deceased Member, the General Committee may at its sole discretion approve
the transfer membership to Ordinary Voting or Absent Member status of the deceased
Member to his spouse.
42. A Member, Honorary Member or Subscriber when he desires to resign from the Club,
shall notify the Secretary in writing to that effect.
43. 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 money 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.
Absent Members
44. Any Special Voting Member, Ordinary Voting Member or Lady Subscriber who may
be leaving Hong Kong for more than 3 calendar months, provided he shall have notified
the Secretary of his departure and shall have paid the Absent Members' fee which
is equivalent to 3 months’ subscription as at the date of application 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. 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.
45. Absent Members are subject to the following provisions:-
(a) An Absent Member cannot enter the Club as a Visitor or a Guest.
(b) Subject to Article 45(c), an Absent Member visiting Hong Kong for a continuous
period of less than 14 days, at the discretion of the General Committee, be permitted
to use the Club upon payment of a daily fee to be determined by the General Committee
during such period whilst he continues to be an Absent Member, subject always to
such rules, regulations and conditions as the General Committee shall impose from
time to time. For the avoidance of doubt, an Absent Member permitted to use the
Club pursuant to this Article shall not be entitled to vote at any General Meetings
of the Club unless such Absent Member’s application for re-admission to the Club
has been approved by the General Committee.
(c) An Absent Member must apply for re-admission to the Club and have his name restored
to the list of Members if he returns to Hong Kong for a continuous period of more
than 14 days or for a total of 30 days over a continuous period of 6 months subject
to payment of a daily or monthly fee determined by the General Committee, failing
which his name may, at the discretion of the General Committee, be removed from
the Absent Members’ list and his right to apply for re-admission shall cease.
(d) Notwithstanding the above, the General Committee shall have the power to refuse re-admission to any Member or Lady Subscriber deemed to have abused the absent membership process. Absent Members shall be required to prove, to the satisfaction of the General Committee, absence from Hong Kong when applying for re-admission to the Club.
Life Members
46. 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.
Honorary Members
47. 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
48. (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 least 7 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/ Honorary Subscribers
49. (a) A 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
34 to 36. 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.
(b) 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.
50. 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.
51. Spouses of Members shall be deemed to be Honorary Subscribers of the Club.
Sporting Subscribers
52. (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 32, 33, 34, 36, 37 and 38.
(c) For the avoidance of doubt a Sporting Subscriber is not a Member as provided
by Article 31 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 such sum as the General
Committee may from time to time recommend. Any change in the entrance fee shall
be approved by the Members in General Meeting.
(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 36 (save as provided in (h)
below) as soon as practicable following the third anniversary of becoming a Sporting Subscriber 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 36 shall apply to the election of a Sporting Subscriber
as an Ordinary Voting Member save that he must secure the votes of at least 75%
of the General Committee Members attending and voting 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.
53. The number of Sporting Subscribers shall not exceed 75.
54. 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 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
55. Any person who has reached the age of 13 and is under the age of 28 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
32, 33, 34, 36, 37 and 38 for persons seeking Membership except as provided for
in this Article. The application must be endorsed by the member of the General Committee
responsible for the sport in which the applicant has chosen to participate and such
member of the General Committee 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. Such applicants, 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 vote or 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.
56. 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.
57. 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.
58. The General Committee may at its discretion determine the number of Junior Subscribers.
59. Without prejudice to other provisions of the Articles, a Junior Subscriber may
apply to the General Committee to become a Sporting Subscriber whose application
shall be decided at the sole discretion of the General Committee.
60. 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
61. (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 32, 33, 34, 36, 37 and 38.
(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) Term Subscribers shall not be eligible to apply to be placed on the list of
Absent Members.
(k) 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 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.
(l) 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.
(m) 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.
(n) 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.
(o) Term Subscribers may apply to be placed on the waiting list of the Ordinary
Voting Membership at the end of their first 3 year term and their Ordinary Voting
Membership application will be at the sole discretion of the General Committee upon
completion of their 6 year Term Subscribership.
Visitors
62. 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.
63. 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.
64. The General Committee may at its discretion at any time withdraw the privileges
accorded to a Visitor.
Guests
65. Subject to such provisions as set out in the Bye-laws, Members and Subscribers
may introduce Guests to the Club on such conditions as the General Committee may
determine. Such Members and Subscribers shall be responsible for the acts and omissions
of such Guests at all times whilst they are on the Club premises and may be subject
to any disciplinary action taken by the Club in respect of the conduct of such Guests
pursuant to the Articles.
Penalties
66. 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.
67. All Members, Honorary Members and Subscribers who have not paid, in accordance
with Article 66, 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.
68. Any Member, Honorary Member or Subscriber infringing Article 66 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.
69. The General Committee may, at their discretion, reinstate any Member, Honorary
Member or Subscriber dealt with under Article 68 on receiving a reasonable explanation
in writing of the cause of non-payment, accompanied by payment of all dues.
70. 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.
71. 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.
72. If any Member, Honorary Member or Subscriber or their dependant 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 or their dependant 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 or their dependant due opportunity to make a defence,
be empowered to decide if the Member, Honorary Member or Subscriber or their dependant
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 or their dependant 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 dependants shall not be entitled to use the Club thereafter.
73. 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.
Meetings
74. Honorary Members, Subscribers and Visitors shall not be entitled to vote at
any General Meetings of the Club. Subscribers shall have the right to attend and
speak at any General Meeting of the Club.
75. 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.
76. 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, 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.
77. 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.
Without prejudice to this provision, in the events that sub-paragraphs (d) or (e)
of Article 8 shall take place, a panel of former Presidents may be formed to take
the chair.
78. Fifty Members shall form a quorum at all General Meetings and such quorum must
be present for the full duration of 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.
79. An annual general meeting and a meeting called for the passing of a special resolution shall be called by at least 21 days' notice in writing, 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 at least 14 days' notice in writing. 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 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.
80. 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.
81. 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; and
(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.
82. 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.
83. 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.
84. 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.
85. Every question to be determined at a General Meeting shall be determined by
a majority of votes, i.e. 51%, with each Special Voting Member having 5 votes and
each Ordinary Voting Member having one vote. In case of an equality of votes, the
Chairman shall have a casting vote. Voting by proxy is not permitted in any General
Meeting.
86. 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 of the Club shall be sufficient evidence of that fact, unless immediately
on such declaration a poll shall be demanded by at least 5 of the Members present
entitled to vote.
87. 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.
88. 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.
89. 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.
90. 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.
91. Nothing in these Articles shall be altered or varied, nor shall additions be
made thereto, except by Special Resolution.
Indemnity
92. Subject to section 165 of the Ordinance, every Member of the General Committee
and Auditor 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
93. 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
88 hereof, and in default thereof by a Judge of the High Court of Hong Kong having
jurisdiction in regard to charitable funds, and if this provision cannot be effected,
then to some charitable objects.
Bye-laws and Discipline
94. In respect of Bye-laws for better management and governance of the Club:-
(a) Article 20 sets out particulars but not exclusively how certain matters and
conduct are regulated by the General Committee as to its powers to make, alter and
repeal such Bye-laws at its sole discretion as they deem necessary or convenient
for the proper conduct and management of the Club.
(b) The General Committee may from time to time at its sole discretion make, alter
and repeal such disciplinary procedures as they deem necessary or convenient for
the proper conduct and management of the Club.
(c) The General Committee shall adopt such means as they deem sufficient to bring
to the notice of Members, Honorary Members, Subscribers, Absent Members, Visitors
or Guests all such Bye-laws, disciplinary procedures, amendments and repeals. All
such Bye-laws and disciplinary procedures, so long as they shall be in force, shall
be binding upon all Members, Honorary Members, Subscribers, Absent Members Visitors
or Guests of the Club.
(d) Copies of the Bye-laws and disciplinary procedures shall be kept by the Club
and open to inspection by Members and all such other persons.
(e) Any alterations and/or repeals of any Bye-laws and disciplinary procedures shall
be in force with immediate effect or such later date as the General Committee deems
fit.
(f) No Bye-laws or disciplinary procedures shall be inconsistent with the Memorandum
or the Articles or be in breach of any statutory provisions which, in the event
of any conflict, shall prevail over such Bye-laws or disciplinary procedures.
(g) Any Bye-laws or disciplinary procedures may be set aside by a Special Resolution
at a General Meeting.
Miscellaneous
95. Auditors shall be appointed and their duties regulated in accordance with sections
131, 132, 133, 140, 140A, 140B and 141 of the Ordinance.
96. All matters not specially provided for by the Articles shall be left to the
decision of the General Committee whose ruling shall be conclusive.
97. Any question as to the interpretation of the foregoing Articles of Association
and subsequent Bye-laws and disciplinary procedures shall be left to the General
Committee whose decision on any point shall be final and binding on all persons
affected thereby.
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 Signatories
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.
I, Robin Hauser, the Hon. Secretary of the Kowloon Cricket Club, hereby certify
that this is a true copy of the Memorandum and Articles of Association of the Kowloon
Cricket Club duly updated following the passing of three special resolutions on
2nd November 2010.
