(i) In case the Society shall take or hold any property which may be subject to any trusts, the Society will only deal with or invest the same in such manner as allowed by law, having regard to such trust.
(ii) The objects of the Society shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded.
4.(a) The income and property of the Society, however, derived, shall be applied solely towards the promotion of the objects of the Society as set out in this Memorandum of Association.
Subject to sub-clauses (d) and (e) below, no portion of the income and property of the Society shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Society.
No member of the Council of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in sub-clause (e) below) shall be given by the Society to any member of the Council.
Nothing herein shall prevent the payment, in good faith, by the Society of reasonable and proper remuneration to any officer or servant of the Society, or to any member of the Society in return for any services actually rendered to the Society.
Nothing herein shall prevent the payment, in good faith, by the Society:
to any member of its Council of out-of-pocket expenses;
of interest on money lent by any member of the Society or its Council 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;
of reasonable and proper rent for premises demised or let by any member of the Society or of its Council;
of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Society or of its Council is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part if its capital or controlling not more than a one-hundredth part if its votes.
No person shall be bound to account to any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (d) and (e) above.
5. No addition, alteration, or amendment shall be made to or in the regulations contained in the Memorandum and Articles of Association for the time being in force, unless the same have been previously submitted to and approved by the Registrar of Companies in writing.
6. The liability of the members is limited.
7. Every member of the Society undertakes to contribute to the assets of the Society in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Society contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding HK$100.00.
8. If upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society under by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution and in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Society, in pursuance of this Memorandum of Association.