MEMORANDUM AND ARTICLES OF ASSOCIATION OF HONG KONG INBOUND TRAVEL ASSOCIATION LIMITED
香港入境旅游接待協會有限公司

Incorporated the 22nd day of January, 2001

ALFRED LAU & CO., Solicitors & Notaries,HONG KONG

First: -

The name of the Company is HONG KONG INBOUND TRAVEL ASSOCIATION LIMITED 香港入境旅游接待協會有限公司 (hereinafter referred to as ※the Association§).

Second: -

The Registered Office of the Association will be situate in the Hong Kong Special Administrative Region

Third: -

The objects for which the Association is established are: -

1. To promote and protect the welfare and other lawful interests of members of the Association.
2. To promote interest among members of the Association in tourism, for the benefit of the travel industry, exchange of knowledge in travels and/or tours and to promote international exchange of cultural activities.
3. To arrange for the staging of road shows overseas to enable members of the Association to meet overseas travel agencies and/or companies involved in the travel industry with a view to enhancing the image of Hong Kong and of the travel industry generally.
4. To participate in road shows organized by overseas travel agencies or companies involved in the travel industry in Hong Kong with a view to establishing healthy working relationships with international travel agencies.
5. To promote, support, or oppose legislative or other measures affecting the said interests.
6. To make representation to the Government or any of its departments on any question or matter affecting the objects and interests of the Association.
7. To advance and promote learning and education and to grant scholarships and prizes.
8. To provide for the delivery and holding of lectures, exhibitions, public meetings, classes, and conferences calculated directly or indirectly to advance the cause of the Association.
9. To accept donations and endowments for the object of the Association and to support establishments and institutions for any of the purposes herein provided and with similar objectives in Hong Kong or in other parts of the world.
10. To purchase, take on lease, or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient for the purposes of the Association.
11. To borrow or raise or secure the payment of money in such manner as the Association shall think fit, and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Association's property (both present and future), and to purchase, redeem or pay off any such securities.
12. To invest or otherwise deal with unemployed moneys of the Association and to vary investments.
13. To raise money by subscription or other lawful means for the purpose of the above objects or any of them.
14. To support and subscribe to any charity or relief or public fluid in Hong Kong or elsewhere and to make donations to such persons or institutions as the Association shall think fit.
15. To enter into any arrangement with any Government or Authority, whether supreme, municipal, local or otherwise, that may seem conductive to the attainment of the Association's objects or any of them, and to obtain from any such Government or Authority any right or privilege may deem desirable to obtain, and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions.
16. To insure the Association, its property and undertaking, in whole or in part, against all damage, loss, risk or liability.
17. To do all or any of such things as are incidental or conducive to the attainment of all or any of the objects expressly or impliedly included in this Memorandum of Association.

And it is hereby agree and declared that, save where it is expressly provided in this Memorandum of Association, each of the objects and powers set out in each of the paragraphs of this Clause is an independent main object and shall in no wise be limited or restricted by reference to or inference from any other paragraph of this Clause or the name of the Association.

Fourth: -

The liability of the members is limited.

Fifth: -

Every member of the Association undertakes to contribute to the assets of Association in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and the costs charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding Hong Kong Dollars one hundred $100.00.

We, the several persons whose names, addresses, and descriptions are hereto subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association: -

Names, Addresses and Descriptions of Subscribers

Leung Yiu Lam (梁耀霖)
Windsor Heights, House 86,
18 Kau To Shan Road,
KowloonMerchant

Luk Tat Ming (陸達明)
Flat D, 3rd Floor, Block 4,
Site 2, Whampoa Garden,
KowloonMerchant

Poon Kam Wing (潘錦明)
Flat 2, Oi Kan House,
Tse Oi Court, 2 Wan Wah Street,
Tse Wan Shan,
KowloonMerchant

Dated the 9th day of January, 2001. WITNESS to the above signatures:-
Alfred Tit Hon Lau Solicitor
Hong Kong
Rooms 1901-2, 19th Floor, Wing Shan Tower,
No.173 Des Voeux Road, Central,
Hong Kong

THE COMPANIES ORDINANCE (CHAPTER 32)
______________

Company Limited by Guarantee
and not having a share capital

ARTICLES OF ASSOCIATION
OF

HONG KONG INBOUND TRAVEL ASSOCIATION LIMITED
香港入境旅遊接待協會有限公司
______________________

Preliminary

1. The Association shall mean ※Hong Kong Inbound Travel Association Limited 香港入境旅遊接待協會有限公司

2. "Member" shall include any Company or person whose name appears on the register of members for the time being of the Association and shall include Ordinary Members and Affiliate.
3. The "Ordinance" shall mean The Companies Ordinance (Chapter 32) and every other Ordinance incorporated therewith, or any Ordinance or Ordinances substituted therefore; and in case of any such substitution the references in these presents to the provisions of the Ordinance shall be read as references to the provisions substituted therefore in the new Ordinance or Ordinances.
4. In ※writing§ shall include printed, lithographed, typewritten, photograph and any other mode of reproducing words in visible form.
5. For the purposes of determining whether any person is a Fit and Proper Person under Articles 5(a)(v), the Board of Directors shall have regard to the question of whether that person: -
   1. Has been convicted, whether in Hong Kong or elsewhere of an offence the conviction for which necessarily involved a finding that he acted fraudulently, corruptly or dishonestly;
   2. Has been convicted of an offence against any provision of the Travel Agents Ordinance,
   3. In the case of an individual is an undischarged bankrupt, has entered into a composition or scheme of arrangement with his creditors or has made an assignment of his estate for the benefit of his creditors;
   4. In the case of a body corporate is in liquidation or the subject of a winding up order, a receiver or manager of its property has been appointed, has entered into a composition or scheme of arrangement with its creditors nor has made an assignment of its estate for the benefit of its creditors;
   5. Has been an owner or controlling shareholder, or director or controller of or a partner in a business who has failed to meet its liabilities;
   6. Has been guilty of conduct which renders him unfit to be a member, or
   7. Is otherwise not a fit and proper person.
6. The Members of the Executive committee shall be deemed to be the directors of The Association.
7. “Controller” in relation to a body corporate, means the person who control the body corporate and includes any person in accordance with whose directions or instructions the directors thereof are accustomed to act.
8. 1. None of these Articles shall be changed in any way save with the prior written consent of the Board of Travel Industry Council (“TIC”) and in accordance with that consent;
   2. The Chairman or the representative of the Associate who is appointed in accordance with Article 47(2)(a) of the Articles of TIC on the Board of TIC shall at all times be an Ordinary Member of TIC. For this purpose the Chief Executive of the Ordinary Member who is registered with TIC and who is deemed to be the Member of TIC, pursuant to Article 49 of the Articles of TIC, or an executive director of the Ordinary Member who has the authority of the chief executive to become the chairman of the Association Member and who is registered with TIC as aforesaid instead of the chief executive, shall be deemed to be the Ordinary Member;
   3. (iii) A person whose application for membership of the Association is refused or rejected or a member who is expelled or suspended from membership of the Association shall have the right to appeal to the Appeal Board of TIC and such person or the Associations shall, provided the mater falls within Article 12 of the Articles of TIC have the right to appeal to the Registrar of Travel Agents (the “Registrar”);
   4. (iv)The Associations, its Executive Committee and its members shall all be bound by the decision of the Appeal Board or of the Registrar;
   5. (v) The Chairman of the Association or its representative who is appointed in accordance with Articles 47(2)(a) of the Articles of TIC shall automatically vacate his office if he shall for any reason, including removal, vacate the office of a member of the Board of TIC in accordance with Article 56 of the Articles of TIC;
   6. (vi)Any person who is not a member of TIC shall be ineligible to become a member of the Executive Committee of the Association;
   7. (vii) The Chairman and Vice Chairman of the Association shall not at any time also be the Chairman, Deputy Chairman, Honorary Secretary or Honorary Treasurer of another Association Member of the TIC.

Words and expression which have a special meaning assigned to them in the Ordinance shall have the same meaning in these present.

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

Words importing males shall include females

Words importing individuals shall include corporations.

Members

3. Any person as the Board of Directors shall at their absolute discretion admit to membership in accordance with these Articles and whose names have been entered in the register of members accordingly, none others shall be members of the Association.

4. All licenced travel agents, tour operators and passengers agents or limited company incorporated in Hong Kong or is an overseas company which is registered as such with the Companies Registry in Hong Kong pursuant to Part XI of the Ordinance,tour operators and retail passenger agents shall be eligible to become members of the Association in pursuance of these Articles. A Member may be an individual, or a partnership, or a corporation.

5. There shall be 2 classes of members –

1. Ordinary Members:
   1. shall be a limited company which has been incorporated in Hong Kong or is an overseas company which is registered as such with the Companies Registry in Hong Kong pursuant to part XI of the Ordinance and operates as travel agents, tour operators and retail passenger agents;
   2. Must be reliable on its financial status;
   3. No record of having become bankrupt and/or have no criminal record;
   4. not found as lunatic or become of unsound mind;
   5. A Fit and Proper Person;
   6. Invited by the majority of the members of the Board of Directors as from time to time in their absolute discretion;
      it has a paid – up capital of not less than HK$500,000.00 plus HK$250,000.00 for each branch ( if any);
      every office of such company should have at least one manager who should have 2 consecutive years travelling experience in the last 5 years and the company should have at least another full time employee;
      should have an individual office situate in a commercial building; and
      the major shareholders, directors and senior executive of the company should have no record of having become bankrupt and/or have no criminal record; and
      Automatically meet or better the criteria for membership of the appropriate class in Travel Industry Council of Hong Kong (香港旅遊業議會).
   7. it conducts its travel-related and tourism business within separate and independent commercial premises/buildings which are easily identified as being used solely for the travel-related and tourism business premises. Exception may be granted to: -
      1. a branch office of a member agency inside a licensed hotel.
      2. a branch office operated inside a department store provided that
         - the area is well defined and partitioned off for the exclusive use the agent; and
         the agent and the department store is not owned by the same proprietor company; and
         
   8. its controllers, directors, principal shareholders, secretary or officers or any person employed or concerned in the management of its travel- related and tourism business and each of them are respectable and honest businessmen and are otherwise Fit and Proper Persons.
2. Affiliate Members:
   An Affiliate Member shall be a person who meets the criteria laid down in sub-paragraphs (a) - (i) hereof.
   1. He is either
      1. a sole proprietorship or partnership operating as travel agents, tour operators and retail passenger agents; or
      2. a limited company which has been incorporated in Hong Kong or is an overseas company which is registered as such with the Companies Registry in Hong Kong pursuant to Part XI of the Ordinance and operates as travel agents, tour operators and retail passenger agents.
   2. It has an issued paid-up capital of not less than HK$50,000 and it shall be given 2 years as from notice to be given to increase its paid-up capital to HK$150,000.
   3. His financial position is considered by the Board to be sound.
   4. He shall not have any branch office.
   5. He employs at the premises from which be conducts his travel-related and tourism business at least :
      1. A manager who has within 5 years prior to any point in time during his employment had at least two consecutive years’ relevant practical experience; and
      2. One other member of staff who is employed full time in the operation of such business.
   6. He conducts his travel-related and tourism business within separate and independent commercial premises/buildings which are easily identified as being used solely for the travel-related and tourism business. The agent’s premises must not be an “office within and office” i.e. an office located within the agent’s parent/affiliate/holding company’s or another company’s office premises.
   7. His partners or any person employed or concerned in the management of his travel-related and tourism business and each of them are respectable and honest businessmen and are otherwise Fit and Proper Persons.
   8. He is a respectable and honest businessman and is otherwise a Fit and Proper Person.

1. be ineligible to be an Elected Director or an Association Member’s Chairman or representative or otherwise to serve on the Board;
2. be subject to such other restrictions as the Board may impose form time to time in its absolute discretion.

6. Any company or person who desires to be admitted to membership of the Association shall sign and deliver to the Association an Application for admission framed in such terms as the Executive Committee shall from time to time prescribe.

7. The Board of Directors by majority vote shall be entitled in their absolute discretion to waive certain of the qualifications for membership to enable an individual or a partnership or a corporation who or which does or do not meet all the qualifications laid down for Ordinary Affiliate Membership to become eligible for and to be admitted to Ordinary or Affiliate Membership of the Association as the case may be.

8. Any body corporate who desires to be admitted to membership of the Association shall only by resolution of its directors or other governing body authorize one person to act as its representative and the person so authorized shall be entitled to exercise the same powers on behalf of that body corporate which he represents as that body corporate could exercise if it were an individual member of the Association.

9. Any member desirous of resigning his membership of the Association shall give notice in writing to the Secretary of the Association and deposit the same at the registered office of the Association of his intention so to do, and upon the approval of the Executive Committee he shall cease to be a member.

10.

1. If any member shall wilfully refuse to comply with the provisions of the Memorandum or Articles or bye-laws of the Association, or shall be guilty of any conduct unworthy of a gentleman or likely to be injurious to the Association as the case may be, such member shall be liable to expulsion by resolution of the Board of Directors PROVIDED that at least 7 days before the meeting at which such resolution is intended to be passed he shall be given notice thereof and of the intended resolution for his expulsion, and that he shall before the passing of the resolution have had an opportunity of giving any explanation or defense in his own behalf as he thinks fit. A member expelled under this article shall then forfeit al his aibislrights and privileges of the Association. The decision of the Board of Directors shall be final and conclusive and the member so expelled shall have no right to appeal. All members shall be bound by the decision of the Board of Directors.
2. The Board of Directors may if it thinks fit terminate the membership of a Member: -
   1. in the case of a sole proprietor: -
      1. upon his death; or
      2. if a receiving order in bankruptcy is made against him; or
      3. if he enters into a composition or scheme of arrangement with his creditors or he makes an assignment of his estate for the benefit of his creditors;
      4. (aa) if he is convicted, whether in Hong Kong or elsewhere, of an offence the conviction for which necessarily involved a finding that he acted fraudulently, corruptly or dishonestly; or
         (bb) if any employee is so convicted;
      5. he becomes a mentally disordered person or patient as defined in Section 2 of the Mental Health Ordinance; or
   2. in the case of a firm: -
      1. if a receiving order in bankruptcy is made against: -
         • the firm or against all of the partners thereof; or
         • any partner therein;
      2. • if the firm or all of the partners thereof enter into a composition or scheme of arrangement with it or their creditors or it or they make an assignment of its or their estates for the benefit of its or their creditors; or
         • if any partner therein enters into such a composition or scheme or makes such an assignment;
      3. • if the partners are convicted, whether in Hong Kong or elsewhere, of an offence the conviction for which necessarily involved a finding that they acted fraudulently, corruptly or dishonestly; or
         • if any partner or employee of the firm is so convicted; or
   3. in the case of a corporation
      1. if the Member goes into liquidation (not being voluntary liquidation for the purpose only of reconstruction or amalgamation) or has a receiver appointed of its undertaking or any part thereof; or
      2. if the Member enters into a composition or scheme of arrangement with its creditors or it makes an assignment of its estate for the benefit of its creditors; or
      3. if any director, controller or officer of the corporation is convicted, whether in Hong Kong or elsewhere of an offence the conviction for which necessarily involved a finding that he acted fraudulently, corruptly or dishonestly; or
   4. if the Registrar of Travel Agents appointed under Section 5 of the Travel Agents Ordinance, Chapter 218 as amended from time to time refuses to grant the Member a travel agents licence under the Travel Agents Ordinance or if such a licence is revoked or suspended by the Registrar; or
   5. if the Member ceases to fulfil all the conditions and qualifications for Membership of the Association; or
   6. if in the opinion of the Board of Directors any change has occurred in the status, nature or condition of any Member, or of a partner in a firm which is a Member or of a director, Controller or officer of the corporation which is a Member which unfits him or such firm or corporation to continue as a Member; or
   7. if the Member or a partner in a firm which is a Member or a director, Controller or officer of the Member which is a corporation fails to observe or materially contravenes any of the provisions of these Articles for the time being in force or is guilty, in the Opinion of the Board, of conduct which unfits him or the firm or corporation of which he is a partner or director or controller or officer to continue as a Member; or
   8. if the Member or a partner in a firm which is a Member or any director, Controller or officer of a corporation which is a Member cannot in the opinion of the Board of Directors meet his liabilities; or
   9. if the Board of Directors is of the opinion: -
      • in the case of a Member other than a Member which is a body corporate that: -
        1. the Member, or any partner thereof, is not a Fit and Proper Person to carry on business as a travel agent; or
        2. any person in Hong Kong responsible or proposed to be responsible for the management of the business of the travel agent or any part thereof is not a Fit and Proper Person to be associated with the business of a travel agent;
      • in the case of a Member which is a body corporate that: -
        
        1. the Member is not a Fit and Proper Person to carry on business as a travel agent, tour operators and retail passenger agents; or
        2. any director or Controller or secretary or officer of such body corporate is not a Fit and Proper Person to be associated with the business of a travel agent;
   10. the premises from which the Member carries on business as a travel agent, tour operators and retail passenger agents or the situation thereof are not, in the. opinion of the Board of Directors, suitable for the carrying on of such business.
   11. if the Member has ceased carrying on the business of a travel agents, tour operators and retail passenger agents.

11.

1. Every Ordinary Member and Affiliate Members should pay an entrance fee and annual subscription fee or other fee in such manner as prescribed or altered by the Board of Directors at any time and from time to time.
2. Immediately upon the admission of a candidate to membership, notice thereof shall be given to him, and he shall be furnished with a copy of the Memorandum and Articles and a request to remit to the banker or treasurer of the Association within one month from the date of such request the amount or his entrance fee and the first annual subscription fee.
3. Upon payment of his entrance fee and first annual subscription fee he shall become a member of the Association and be entitled to all the benefits and privileges of membership and be bound by these Memorandum and Articles. If the entrance fee and the annual subscription fee be not paid within one month from the date of such request as aforesaid, the admission of such candidate shall be void, unless he shall satisfy the Board of Directors that the delay in payment was due to absence from Hong Kong or other sufficient cause.
4. Other fees payable to the Association shall be proposed by and approved by the Board of Directors. A fee which is payable pursuant to this Article shall not in any circumstance be repayable.
5. If any member shall fail to pay his subscription fee or any fees payable therewith within one moth after the date upon which it falls due, he shall forthwith cease to be a Member. If at any time he shall give to the Board of Directors a satisfactory explanation, he may in the discretion of the Board and upon payment of arrears, be re-admitted to membership without payment of any entrance fee.

General Meetings

13. The above-mentioned general meetings shall be called ordinary general meetings; all other general meetings shall be called extraordinary general meetings.

14. The Executive Committee may, whenever they think fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on the requisition in writing of at least one-tenth in number of the members of the Association or on such requisition as provided by Section 113 of the Ordinance.

Notice of General Meetings

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

Proceedings at General Meetings

18. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save herein otherwise provided, fifteen members present in person of which two must be members of the Board of Directors personally present shall be a quorum. In case of a body corporate, the person authorized to act as its representative by resolutions of its directors or other governing body shall be deemed to be a member present in person.

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

20. If at any meeting the Chairman is not present within half an hour after the time appointed for holding the meeting or if he is unwilling to act as chairman, the members’ present shall choose one of the directors present 'in person to be the chairman. If no such director is present in person, the meeting shall stand adjourned to the same day in the next week, at the same time and place.

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

22. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or last, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

23. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

24. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

25. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

Votes of Members

27. No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the Association have been paid.

Executive Committee

1. Elected Members:
   1. To be elected by the Members at the Ordinary
      General Meeting of the Association;,
   2. The term of appointment shall be 2 years and the same person shall not hold the office after expiration of that 2 years;
   3. The number of Elected Members shall be determined by the preceding Executive Committee and shall not less than 9 nor more than 23.
2. Invited Members:
   1. To be invited by the majority of the Executive
      Committee Members.
   2. Chairman of the preceding Executive Committee who does not stand for election in the next Executive Committee shall automatically become an Invited Member of the following Executive Committee.
   3. The number of member shall not be more than 7.

29.

1. The Elected Members of the Executive Committee shall elect amongst its members (except the Invited Members) a Chairman, two Vice-Chairmen, a Secretary and a Treasurer.
2. The officers elected may form sub-committees in executing such works of the Association as the officer is responsible and he may co-opt members to sit on his sub-committee. The rules governing meetings of the sub-committee shall be determined by the members of the sub-committee.
3. The Chairman of the Executive Committee must be a director and shareholder of his representing company. The term of appointment is 2 years and the same person shall not hold the office after expiration of that 2 years period but shall be eligible for re-election.

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

Disqualifications of Committee Members

1. becomes bankrupt or compounds with his creditors; or
2. becomes prohibited from being a director by reason of any order made under Part IVA of the Ordinance; or
3. is found lunatic or becomes of unsound mind; or
4. resigns his office by notice in writing to the Association; or
5. ceases to be a Member

32. In the event of any member of any Sub-Committee or any member of the Executive Committee being absent from any three consecutive meetings without giving notice to the chairman of such meetings, the Association shall send a letter to such member inquiring the reason for such absences, and if such member shall not reply to the letter within one week from the date of the despatch of such letter, that member shall be deemed to have automatically resigned.

1. In the event of the change of the company which a member of the Executive Committee represents, the relevant informations of the new company must be registered. The new company must be an ordinary member of the Association and a holder of travel agents license.
2. The Company which such new candidate represents must have been an ordinary member of the Association for two years or more and the candidate him/herself must have no criminal records and have 3 years experience in travel agents management.

Powers of Executive Committee

34. The Members of the Executive Committee may pay all costs and expense incurred in promoting and registering the Association; who shall manage the affairs, business and property of the Association and shall exercise all such powers of the Association as not by the Ordinance or these Articles vested in any other body.

35. The Executive Committee shall be responsible for: -

1. the administration of the Association, the appointment and control of staff, the leasing and utilization of premises and the raising investment and expenditure of funds for the purposes of the Association;
2. the representation of the Association in its overall dealings with Government, other Authorities and the general public;
3. the approval and promulgation of any rules or by-laws to which members of the Association are from rime to time subject, and of any additions to or modifications of any such rules and by-laws.

36. The duties of the Chairman of the Executive Committee shall include representing the Association and taking overall charge of the work of the Association.

37. The power, function and duties of any of the Sub-Committees shall be determined by the Executive Committee. The term of office of the members of any Sub-Committee shall be determined by the Executive Committee but such term shall not be more than one year.

38. The Executive Committee shall cause minutes to be made in books provided for the purpose: -

1. (a) of all appointments of officers made by the Executive Committee.
2. (b) of the names of the Executive Committee members present at each meeting of the Executive Committee.
3. (c) of all resolution and proceedings at all meetings of the Association, and of the Executive Committee.

Proceedings of Executive Committee

40. The quorum necessary for the transaction of the business of the Executive Committee shall be 4 members.

41. The Chairman or the Vice-chairman or any two members of the Board may at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Hong Kong.

42. A resolution in writing, signed by the [majority] members for the time being entitled to receive notice of a meeting of the Executive Committee, shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held.

43. The Chairman shall preside at all meetings or the Executive Committee but if at any meeting the Chairman is not present within half an hour after the time appointed for holding the same, the Executive Committee Members present may elect one of the directors present in person to preside at such meeting. If no director is present in person, the meeting shall stand adjourned to the same day in the next week, at the same time and place.

44. The Executive Committee may delegate any of their powers to sub-committees consisting of such member or members the Association as they think fit; any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Executive Committee. Questing arising at any meeting of the sub-committees shall be decided by a majority of votes of the members of the Executive Committee. The decision of the Executive Committee shall be binding on the members of the Sub-committees and shall be treated as final and conclusive.

45. A sub-committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within half an hour after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

46. A sub-committee may meet and adjourn its meeting as it thinks proper.

47. The remuneration of the members of the Executive Committee shall from time to time be determined by the Association in general meeting. Such remuneration shall be deemed to accrue from day to day. The members of the Executive Committee shall also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Executive Committee or general meetings of the Association or in connexion with the business of the Association.

Election of Executive Committee Members

49. In every two years all the Executive Committee Members for the time being, shall retire from office, but they shall be eligible for re-election.

50. The election of Executive Committee Members shall take place in the following manner: -

1. Any two Ordinary Members of the Association may nominate any Member to serve on the Executive Committee of the Association at the Ordinary General Meeting.
2. If there is no nomination then the Executive Committee members retiring shall be deemed to be nominated for re-election.
3. In case there shall not be sufficient number of candidates nominated then all the Executive Committee members who have not been so nominated for election shall (unless they otherwise agree among themselves) be determined by lot to fill up the remaining vacancy or vacancies.
4. Every representative appointed by the company member can vote but the number of vote is limited to one. Every representative cannot accept more than one proxy to vote.

Authentication of Deeds and Documents

Secretary & Treasurer

1. The Secretary of the Association must be elected by the Elected Members of the Executive Committee by a majority of votes for such term, at such remuneration and upon such conditions as it may think fit; and any Secretary so elected may (subject to terms of any contract between him and the Association) be removed by the Board from that office. The Secretary shall be a member of the Association.
2. A provision of the Ordinance or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both director and as, or in place of, the Secretary.
3. The Treasurer shall hold such office until be ceases to be a member of the Board or until he is removed as Treasurer by resolution of the Executive Committee.

Accounts

1. (1) Of the sums of money received and expended by the Association and the matters in respect of which such receipt and expenditure takes place.
2. (2) Of the assets and liabilities of the Association, and
3. (3) Of all other matters necessary for showing the true state and condition of the Association.

54. The books of account shall be kept at the registered office of the Association or at such other place or places as the Executive Committee think fit.

55. The Executive Committee shall from time to time determine whether and to what extent, and at what times and places, and under what conditions or regulations, the accounts and books of the Association or any of them, shall be open to the inspection of members; and no member save and except members of the Executive Committee shall have any right of inspection any account or book of the Association except as conferred by Ordinance or authorised by the Executive Committee or by a resolution of the Association in general meeting.

56. The Executive Committee shall from time to time in accordance with section 122 of the Ordinance, cause to be prepared and to be laid before the Association in general meeting such profit and loss accounts balance sheets and reports as are referred to in that section.

57. A copy of every balance sheets (including every document required by law to be annexed thereto) which is to be laid before the Association in general meeting together with a copy of the auditor’s report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the Association.

Audit

Notices

60. If a member has no registered address within Hong Kong and has not supplied to the Association an address within Hong Kong for the giving of notices to him, a notice addressed to him and posted up on the flat in the said Building of which the member has the exclusive right to use occupy and enjoy, shall be deemed to be duly given to him on the day of service.

61. Any notice required to be given to a member under these articles may be in the Chinese or English language or both.

62. Notice of every general meeting shall be given in some manner hereinbefore authorised to every member except those members who (having no registered address within Hong Kong) have not supplied to the company an address within Hong Kong for the giving of notices to them. No other persons shall be entitled to receive notices of general meetings.

Winding-Up

Indemnity

Honorary Advisors & Honorary President