- In these presents unless there be something in the subject or context inconsistent therewith, the following expressions have the meanings assigned to them respectively :-
“Auditors” means the person or persons appointed to audit the accounts of the Association.
“Companies Ordinance” means the Companies Ordinance (Chapter 32), Laws of Hong Kong, for the time being in force.
“Council” means the Council constituted by the provisions of these Articles.
“Council member” means the member for the time being of the Council.
“Executive Committee” means the Executive Committee formed by virtue of the provisions of these Articles for the purpose of implementing the policies and decisions of the Council and for managing the daily affairs of the Association.
“Executive Committee member” means the member for the time being of the Executive Committee.
“Honorary Secretary” means the Honorary Secretary for the time being of the Association.
“Honorary Treasurer” means the Honorary Treasurer for the time being of the Association.
“Member” means any person admitted to membership of the Association by virtue of the provisions of these Articles and whose name is on the Register of Members for the time bang.
“Month” means a calendar month.
“President” means the President for the time being of the Association.
“Seal” means the Common Seal of the Association.
“Special Resolution” has the meaning assigned thereto by the Companies Ordinance, Cap.32 Section 116.
“Voting Members” means members of the Association other than (a) Associate Members or (b) Student.
“Vice-President” means the Vice-President for the time being of the Association.
“Permanent Council Member” means each individual subscriber to this Memorandum and Articles of Association.
“In Writing” and “Written” mean written or printed, or partly written or partly printed, and include printing, duplicating, photostat, lithography and other modes of representing or reproducing works in a visible form.
Words importing the masculine gender only include the feminine gender and words in singular number include the plural number and vice versa.
- The number of membership of the Association is unlimited.
- There shall be FIVE types of members of the Association, namely :-
- Life Member
- Ordinary Member
- Corporate Member
- Associate Member
- Student Member
Ordinary and Life Members
- Ordinary Membership shall be open to persons of good character having a current occupation in the field of Chinese medicine and/or related field as recognised by the Council and be willing to abide by the Memorandum and Articles of their Association. Life Membership shall be open to any Ordinary Member who has paid the contribution to the Association. The sum of contribution shall be determined by the Council from time to time.
- Corporate Membership shall be open to duly registered and organized societies and associations in the field of Chinese medicine or related disciplines as approved by the Association.
- Associate Membership shall be open to any person who is in a field other than Chinese medicine or related disciplines approved by the Association.
- Student Membership shall be open to students of full time education in recognised educational institution having an interest in the field of Chinese medicine.
Rights and Privileges of Members
- Life and Ordinary Members shall be entitled to the following rights and privileges :
- to propose or vote for the election of the Council members;
- to stand for election as the Council member; and
- to enjoy the full facilities of the Association.
- Corporate Members shall enjoy all the rights and privileges of Life and Ordinary Members save and except that they shall be entitled to appoint 3 representatives to enjoy the facilities of the Association and to have 1 (one) vote in the Members’ Meeting. One of the representatives is eligible to stand for election as Council member.
- Associate and Student Members shall enjoy all the rights and privileges of Life and Ordinary Members save and except that they shall not be entitled to vote or be nominees for office at any general meeting of the Association.
Resignation of Membership
- Any Member may resign his membership by giving to the Association notice in writing to that effect. Every such notice shall take effect as on the first day of the month next after the month in which it is given.
Termination of Membership
- The membership of any Member who has failed to pay his annual subscription for half a year shall ipso facto be terminated. He may be re-admitted as a Member upon a new application being submitted in accordance with this Article of Association.
Application for Membership
- (a) Every application for Membership shall be made to the Honorary Secretary in writing signed by the candidate and by its proposer and seconder who must be Voting Members of the Association and shall be in such form as the Council shall from time to time provide. Admission of a Member shall be decided by the Council.
The Council shall have the absolute discretion whether to admit a candidate to the Membership of the Association or not and its decisions shall be final. The Council shall not be required to furnish any reason for its decision on admission of Members.
- Every Member shall observe and be bound by all the provisions of the Memorandum and Articles of Association, regulations and by-laws of the Association for the time being in force.
Expulsion of Member
- If any Member shall willfully refuse to comply with the provisions of these Articles, or any resolution or bye-laws of the Association, or shall be guilty of any conduct, in the opinion of the Council, unworthy of a respectable Member or likely to be injurious to the Association, as the case may be, the Council shall be empowered (if two-thirds of the Council members present agree on that course) to pass a resolution to expel such Member.
- The subscription payable by the Members of the Association shall be such sum or sums as shall from time to time be determined by the Council. New Members who join the Association after February in each year shall pay half the year’s subscription.
- If for any particular purpose further funds are required, these may be raised by a levy on the Members at the discretion of the Council.
- The Association shall have a Council to manage and conduct the affairs of the Association which shall consist of:-
- The President of the Association;
- Vice-Presidents of the Association;
- The Immediate Past President of the Association;
- The Honorary Treasurer of the Association;
- The Honorary Secretary of the Association, who shall be the Honorary Secretary of the Council, ex-officio;
- The Permanent Council Members;
- Council members; and
- The Chief Executive of the Association.
The total number of Council members shall not exceed thirty.
Powers Of The Council
- The management and control of the business of the Association shall be vested in the Council, and the Council may exercise all such powers and do all such acts and things as the Association is, by these presents or any ordinance, authorized to exercise or do, and are not hereby or by any such ordinance directed or required to be exercised or done by the Association in general meeting, but subject nevertheless to the provisions of any such ordinance, and of these presents, and to any regulations not being inconsistent with these presents from time to time made by the Association in general meeting provided that no such regulation shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.
- Without prejudice to the general powers contained in the preceding clauses and in these Articles, the Council shall have power :-
- to acquire by purchase or otherwise, any property, rights or privileges, capable of being validly acquired by the Association and to settle the consideration, terms and conditions.
- to bring and prosecute, and to defend any legal or other proceedings, to compromise, settle, abandon or refer to arbitration any such proceedings or any claim by or against the Association.
- to invest or otherwise deal with the moneys of the Association not immediately required upon such securities and in such manner as they think fit, and from time to time to vary or realise such investment.
- to raise or borrow any monies required for the purposes of the Association upon such terms and on such securities as may be determined and to secure the repayment of or raise any such sum or sums as aforesaid by mortgage or charge upon the whole or any part of the property and assets of the Association.
- from time to time to mark, vary and repeal by-laws for the regulation of the affairs of the Association, its Officers staff.
- to make, fulfill, rescind, modify, or vary any contract and to do all such acts and things as they may think expedient for the purpose of the Association.
- to pay all costs, charges and expenses of and incidental to the carrying out of the objects for which the Association is established.
- to appoint, suspend and remove all staff of the Association and to fix their remuneration and determine their duties.
- The Council shall have power to make such rules and regulations for the management of the Association and may appoint Executive Committees or sub-committees for such special purposes with such powers as it may deem necessary and prescribe.
Proceedings Of The Council
- The Council may meet together for the dispatch of business of the Association, and may adjourn or otherwise regulate the frequency of its meetings and proceedings as it thinks fit, and may determine the quorum necessary for the transaction of any business. At all Council meetings, as until otherwise determined, seven Council members shall constitute a quorum.
- A meeting of the Council for the time being at which a quorum is present shall be competent to exercise all or any of the powers for the time being vested in or exercisable by the Council by virtue of these presents or any regulations of the Association.
- Questions arising at any meeting shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.
- At all Council meetings, each Council member shall be entitled to one vote.
- In the absence of the Chairman, the Vice-Chairman shall preside over a meeting. If at any meeting neither the Chairman nor the Vice-Chairman is present within 15 minutes after the time appointed for holding the same, or is unwilling to act, the Council members present shall choose one of their number to be chairman of the meeting. The President shall be the Chairman of the Council and the Vice-President shall be the Vice-Chairman of the Council.
- The records and minutes of the proceedings of every meeting of the Council shall be signed by the chairman of the meeting and by the Honorary Secretary as soon as is convenient after such meeting.
- A resolution in writing and signed by all members of the Council shall be as valid and effectual as if it had been passed at a Meeting of the Council duly called and constituted.
- The Association shall have an Executive Committee which shall consist of the Chairman and members appointed by the Council.
- The Executive Committee shall implement the policies and decisions of the Council and shall manage the daily affairs of the Association.
Proceedings Of The Executive Committee
- The proceedings of the Executive Committee shall be determined by the Council.
Officers and Council Members
- (a) The Association shall have the following Officers :-
an Honorary Treasurer;
an Honorary Secretary; and
a Chief Executive.
- The Officers and Council Members of the Association shall retire from their respective offices at the second Annual General Meeting next after that at which they were elected but shall be eligible for re-election.
- Notwithstanding any provisions herein the Immediate Past President and the Permanent Council Members shall become the Council members of such new term of office automatically in lieu of election.
- (a) The President shall be elected at the Council Meeting of the Association.
(b) The President shall act as the representative of the Association in all its external affairs and shall have full executive powers in conducting the business of the Association. The President shall sign all papers in the name of the Association and preside at all general meetings, extraordinary general meetings, Council and Executive Committee meetings.
- (a) The Vice-President shall be elected at the Council Meeting of the Association.
(b) The Vice-President shall assist the President in the dispatch of all business and affairs of the Association, and in case of the President being absent for any reason, the Vice-President shall deputise for the President.
- (a) The Honorary Secretary shall be elected at the Council Meeting of the Association.
(b) The Honorary Secretary shall be responsible for the general conduct of the correspondence and business of the Association, the drafting of agenda, minutes of the proceedings of all meetings of the Association and circulations amongst Council members, and the keeping of all books, documents, records and papers.
- (a) The Honorary Treasurer shall be elected at Council Meeting of the Association.
(b) The Honorary Treasurer shall be responsible for (i) the collection of all subscriptions, donations, or other monies due to the Association and the payment of the same into the Association’s bank account or accounts; (ii) the preparation of the statement of accounts and balance sheet for submission to the Annual General Meeting; and (iii) the keeping of accounts and vouchers, with a statement in such form as the Council may from time to time determine of the finances of the Association.
- The President, who retires and either does not offer himself for re-election as the President or offers himself for re-election as the President but is not so re-elected, shall become the Immediate Past President until the person succeeding him as the President retires and either does not offer himself for election as the President or offers himself for re-election as the President but is not so re-elected : Provided that if the person succeeding the Immediate Past President as the President shall die or for any reason cease to be the President during his term of office, the person succeeding such person as the President is deemed to be the person succeeding the Immediate Past President as the President for the purpose of this Article.
- The Council members shall be elected at Annual General Meeting of the Association from candidates who have been nominated by the Council. For the avoidance of doubt, the right to nominate the Candidate for election for Council member shall be vested in the Council only. The term of such Council members shall be of 2 years.
Election of Council Member
- The election of the Officers and the Council members shall take place in the following manner :-
- The election shall be held at the Annual General Meeting of the Association.
- All Voting Members of the Association who shall have duly paid up all fees for the time being payable to the Association shall be entitled to vote at the election.
- The President and the Honorary Secretary of the Association shall make all necessary arrangements for the election.
- Unless the Annual General Meeting and the Election of Council Members take place at the same time or day, Nomination of candidates for election to be an Officer or Council member of the Association shall be in writing made by the Council together with the signature of the candidate signifying his consent to be nominated and shall reach the Honorary Secretary at the appointed time being not less than 14 days before the date scheduled for the notification of nominations as referred to in the sub-paragraph (f) of this Article.
- The names of such candidate shall be circulated to Members of the Association by the Honorary Secretary at least 14 days before the date of the Annual General Meeting.
- Proceedings at General meeting shall apply to election meetings in so far as they are not contrary to the express provisions in this part of the Articles.
Term Of Office
- Subject to Article 35 herein, the term of office of all Officers and members of the Council shall be two years. Upon the expiry of their term of office, they shall retire. An Officer is prohibited from serving for a continuous period exceeding two subsequent terms or four years, whichever is less. The relevant Officer may not serve as an Officer until after the expiration of a two year period of him being an Officer.
- Without prejudice to any Articles providing for the term of office of any Officers, members of the Council or of the Executive Committee of the Association, the office of an Officer or Council or Executive Committee member shall be terminated if the Officer or Council or Executive Committee member :-
(b) becomes bankrupt or makes arrangement with his creditors generally;
(c) becomes of unsound mind; or
(d) is removed from his office or Council or Executive Committee membership by the Association by way of a Special Resolution.
- The person so appointed or elected to fill any vacancy in the offices of any Officer or membership of the Council or the Executive Committee shall be subject to retirement at the same time as if be had become an Officer or member of the Council or the Executive Committee on the day on which the Officer or member of the Council or the Executive Committee in whose place he is appointed or elected to fill was last appointed or elected.
- All decisions made by a meeting of the Council or of the Executive Committee, or by any person acting as an Officer, Council or Executive Committee member shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Officer, Council or Executive Committee member, or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be an Officer, Council or Executive Committee member.
- There shall be an Annual General Meeting of the Members of the Association in each and every calendar year to be held not more than 15 months from the holding of the last preceding Annual General Meeting and shall be held in August of each calendar year or as soon thereafter as may be convenient.
- At Annual General Meeting of the Association the following business shall be transacted :-
(a) To receive and consider the Annual Statement of the Council, the Annual Statement of Accounts of the Association, and the Auditor’s Report thereon.
(b) To elect Council members of the Association.
(c) To appoint an Auditor.
(d) To appoint Legal Advisers.
(e) To discuss and resolve such matters as the Council may wish to raise.
(f) To discuss such matters of general interest raised by Members of the Association provided due notice of the same is given to the Honorary Secretary of the Association at least seven days before the meeting.
- Any meeting of the Members of the Association other than the Annual General Meeting shall be called an Extraordinary General Meeting. The Council or the Executive Committee may, whenever it thinks fit, convene an Extraordinary General Meeting, and it shall, on the requisition of either four Council members or Ordinary Members representing not less than one-tenth of the total number of the Ordinary Members of the Association, forthwith proceed to convene an Extraordinary General Meeting of the Association, and in case of such requisition, the following provisions shall have effect :-
(i) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Association.
(ii) Where the Council proceeds to convene an Extraordinary General Meeting, not less than 14 days’ notice shall be given to all Members. In case of a Special Resolution being proposed, 21 days’ notice shall be given.
- If the Council does not proceed to cause a meeting to be called within 21 days from the date of the requisition be so deposited, the requisitions may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of such deposit.
(vi) Any notice of an Extraordinary General Meeting shall state specifically the nature of the business to be transacted and the resolutions to be proposed. No other business shall be entertained.
Votes Of Members
- Every Life and Ordinary Member shall have one vote and Every Corporate Member shall have 1 (one) votes and on a poll votes may be given either personally or by proxy.
- No Member shall be entitled to be present or to vote on any question at any General Meeting or to be reckoned in quorum whilst any sums shall be due and payable to the Association by such Member in the capacity as a Member.
- Any Voting Member entitled to attend and vote at a general meeting of the Association shall be entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as such appointing Member to speak at the meeting.
- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, appointor is an Corporate Member, either under seal or under the hand of an officer or attorney duly authorized.
- The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the registered office of the Association or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
- The instrument appointing a proxy shall be in such form as from time to time prescribed by the Council and shall be deemed to confer authority to the proxy to demand or join in demanding a poll.
- The Council shall duly cause minutes to be kept of the decisions made by the Council, the Executive Committee, if any, and of all resolutions and proceedings of general meetings of the Members of the Association and of the meetings of the Council, the Executive Committee, if any. Any such minutes of any meeting of the Council, the Executive Committee of the Association, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
Honorary Legal Adviser
- The Association may have one or more honorary legal advisers to be appointed by the Council.
- The Council shall provide for the safe custody of the seal and the seal shall not be used except by authority of a resolution of the Council and in the presence of not less than two members of the Council who shall sign every instrument to which the seal is affixed and every such instrument shall be duly recorded by the Honorary Secretary and such attestations shall be sufficient evidence of the authority to affix the seal.
- All cheques issued by the Association shall be signed by any two of the Honorary Treasurer, the President and the Honorary Secretary of the Association.
- The Council shall cause accounts to be kept of the monies received and expended and of the assets and liabilities of the Association. The account shall be made up and closed to the 31st day of December in each year and a balance sheet containing a summary of the assets and liabilities of the Association shall be signed by the President, the Honorary Treasurer and one other member of the Council or in the absence of the President and the Honorary Treasurer or any one of them by such three members of the Council as the Council may resolve and the Auditor’s Report shall be attached to such balance sheet and presented at each Annual General Meeting.
- Once at least in every year the accounts of the Association shall be examined, and the correctness of the receipt and expenditure account and balance sheet ascertained by the Auditor. A copy of the audited accounts and the annual report of the Council shall be placed before the members of the Association at each Annual General Meeting.
- The Association shall elect an auditor at the Annual General Meeting who shall be a certified public accountant. He shall retire from office at the second Annual General Meeting next after that at which he was elected, but he shall be eligible for re-election.
- Any notice may be given by the Association to any member of the Association, either personally or by sending it through the post in a prepaid letter, envelope or wrapper, addressed to such member at its registered place or address. Any notice sent by post shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
- The provisions of Clause 7 of the Memorandum of Association relating to winding-up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles.
- All Officers, members of the Council and the Executive Committee of the Association for the time being shall be indemnified out of the funds of the Association against all costs, charges, losses, damages, and expenses which they or any of them shall respectively incur or be put to on account of any contract, act, deed, matter, or thing, which shall be made, done, entered into, or executed by them respectively on behalf of the Association, and shall be reimbursed by the Association all reasonable expenses incurred by them in or about any legal proceedings of arbitrations on account of the Association or otherwise in the execution of their respective office except as herein otherwise provided, and except such costs, damages, and expenses as shall happen through their respective wilful neglect or default. And they or any of them shall not be chargeable for any money which they or he shall not actually receive, nor be answerable for the act, receipt, neglect, or default of any other officer, nor for any banker, broker, collector, agent, or other person appointed by the Association with whom or into whose hands any property or moneys of the Association shall be deposited, or for the insufficiency of any security upon which any of the moneys of the Association shall be invested, nor any loss or damage which may happen except the same shall happen by or through their or his own wilful neglect or default.
- The Directors shall appoint a Secretary of the Company for such period, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. In the event that the secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of his directors or officers duly authorised. The First Secretary of the Company shall be Cayman-Hong Kong Corporate Services Limited.
|會 員 類 別||港 幣||人 民 幣||美 金|
Modernized Chinese Medicine International Association
G.P.O. Box 5301, Hong Kong
電話 Tel:  2492-2713 傳真 Fax:  2906-9330
網站 Web: www.mcmia.org 電郵 Email: firstname.lastname@example.org