COMPOSITION OF COUNCIL 13. (a) The Council shall consist of not less than 7 or more than 13 Fellow Members. There shall be one President and 2 Vice-Presidents. The Immediate past President shall automatically be one of the Vice-Presidents. The other Vice-President who shall be the President Elect shall be appointed from the existing members of the Council. However, it does not preclude any Fellow member from seeking nomination to the post of President in accordance with Article 13 (d) (i).
(b) The first President and other members of the Council shall be elected by the majority of the subscribers to this Memorandum and Articles of Association who shall also decide on the initial terms of services of each of the said persons. The First President shall be elected for a period of two years of which one year shall be served as President and one year as Immediate Past President. Half of other Council members shall serve for one year and half for two year.
(c) (i) The term of office of the President shall be one year and that of each Council member shall be 2 years from the first day of the calendar year following the General Meeting in which they are elected after the election of the first President and members of the Council in sub-clause (b) above. However, the President shall remain on the Council for one year following his term of office as President in the capacity of Immediate Past President. The term of office of the Vice-Presidents shall be one year and shall at the end of their year of office be eligible for re-election.
(ii) The President and the Council members shall be elected by simple majority at a General Meeting by Voting Members present at the General Meetingto be held in the last quarter of each calendar year.
(iii) Retired Council members shall be eligible for re-election immediately. A retired President shall be eligible for re-election as a President after a period of 1 year.
(d) (i) Candidates for election as Council members, including the President and President Elect, must be nominated by a Voting Member and seconded by another Voting Member of the Society, and must be present at the General Meeting or have indicated in writing to the Society their willingness to serve if elected.
(ii) The election shall be carried out by ballot or by proxy in the case of any Voting Member being unable to attend the General Meeting.
(e)Any member of the Council, including the President and the Vice-Presidents, may resign from office by giving at least one-month’s written notice of his intention to do so. In the event of resignation or vacation of office, the Council shall decide on the appointment of a new President, Vice-Presidents or Council member, as the case may be, to serve the remainder of the term of office of the resigning President or the resigning Vice-Presidents or Council member.
POWERS AND DUTIES OF THE COUNCIL 14. (a) The management of the Society and the administration of its assets shall be vested in the Council.
(b) Subject to Clause 4 of the Memorandum of Association, the Council may in its absolute discretion approve the payment by the Society in whole or in part of expenses incurred by the Secretary of the Society or by a member of the Council in connection with the affairs of the Society.
(c) The Council may in discharging its duties delegate, subject to such conditions as it thinks fit, any of its powers to the Members of the Society or set up committees including but not limited to Membership Committee, Professional Conduct Committee, Disciplinary Committee etc. provided that all of such Committees shall be comprised of Members and at least 1 member of the Council.
(d) The Council shall have power to pass By-Laws not inconsistent with the Memorandum and Articles of Association for the regulation and management of the committees set up by the Council and to formulate codes of ethics or Professional Standards and/or Guidance Notes for Members and shall have power to alter or repeal wholly or partly any such By-Laws or codes provided always that any By-Laws may be set aside by resolution of a General Meeting of the Society.
(e) The duties and powers of the officers not specifically fixed in the By-Laws shall be determined by the Council.
(f) The Council shall annually appoint a Secretary who may be a member of the Society, or a professional firm, or an employee, or a person retained by the Society under terms agreed by the Council. The Secretary shall not vote at meetings of Council unless he is a duly elected member of the Council.
The Council shall annually appoint a Treasurer from among its members.
The Council shall cause minutes to be made in books provided for the purpose –
of all appointments of officers made by the Council;
of the names of Council present at each meeting of the Council and of any committee of the Council;
of all resolutions and proceedings at all meetings of the Society and of the Council and of committees of Council,
and every Council present at any meeting of Council or committee of Council shall sign his name in a book to be kept for that purpose.
DISQUALIFICATION 15. A member of the Council shall vacate his office if he :
(a) resigns his office by notice in writing to the Society; or
(b) ceases to be a Member; or
(c) holds any office of profit under the Society.
PROFESSIONAL STANDARDS/GUIDANCE NOTES 16. The Council shall have the power to or cause to formulate Professional Standards and/or Guidance Notes, review the same from time to time and propose amendments thereto on any professional standard or practice.
DISCIPLINARY PROCEDURE 17. (a) In the event of a complaint in writing being made to the Council that the conduct of a Member is unprofessional or otherwise of such a nature (fraud, criminal offence, etc.) as may be considered likely to bring discredit to the Society (whether in his relation to the Society or its Members, or otherwise) the Council shall have the power to set up a Disciplinary Committee to make such investigation and to require such information and explanations as it may think proper. The complaint may be initiated by, for example, another Fellow of the Society, a regulatory body in Hong Kong or a member of the public whose interest is served by the Fellow of the Society.
(b) In appropriate circumstances, the Council may in addition to taking action in accordance with the next following paragraph, refer the case to the actuarial body which has accorded membership or professional status to the Member concerned.
(c) In all proceedings under this Article, the Council shall decide, after having received a recommendation from a Disciplinary Committee, whether or not misconduct has occurred, and it may warn, admonish, reprimand, suspend, or expel the Member from the Society provided no action to expel the Member shall be taken except after a hearing with the Member appearing before the Council and a resolution of a majority or at least 3/4 of the members of the Council present and voting at a Special Council Meeting at which no less than twelve (12) members are present is passed. The Council shall give the Member fourteen (14) clear days of notice of the Special Council Meeting. The Member may attend but shall not be present at the voting or take part in the proceedings otherwise that as the Council applies. The Member and/or his legal representative may attend the special meeting and may be heard in defence (either by verbal representation or by a pre-prepared statement). The Member shall not be present at the voting or the discussion processes that may take place as the Council applies. Before any decisions are made by the Council, all investigations and enquiries will be kept strictly confidential.
A Member subject to sanction by the Society as a result of the above meeting may within fourteen (14) days next after the ruling appeal from the decision of the Council to a Special Meeting of the Members which shall thereupon be convened.
Any Member subject to disciplinary sanction will be identified to Members of the Society. The Council will determine the form of such communications and provide a brief description of the situation, proceedings, investigations and/or outcome as it feels appropriate.
If the Society is approached by, for example, another Fellow of the Society, a regulatory body in Hong Kong or a member of the public whose interest is served by the Fellow of the Society, the Society will confirm whether or not a member has been subject to any disciplinary sanction. If the member has been subject to any disciplinary sanction then the ASHK will provide a brief written synopsis of the situation and confirm the outcome and/or any actions taken.
PROCEEDINGS OF THE COUNCIL 18. The ordinary meetings of the Council may be held at such times and places as the Council from time to time determines.
19. Special meetings of the Council shall at any time be called by order of the President or at the request of any 3 members of the Council.
20. Notice of meetings of the Council shall be sent by the Secretary of the Society to each member of the Council at his usual or last known address at least 14 days before the meeting.
21. At a meeting of the Council the President shall be Chairman. In the absence of the President from any meeting of the Council, one of the Vice-Presidents shall act as chairman, as the Vice-Presidents may agree between them or in the absence of agreement, as the Council may determine. In the absence of the President and the Vice-Presidents from any meeting of the Council, the Council may appoint a member present to act as chairman.
22. Six (6) members of the Council present in person shall constitute a quorum for a meeting of the Council.
23. Matters of the Council (except for the election of chairman of Council meeting above) shall be decided a majority of votes in favour. In the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
APPOINTMENT AND REMUNERATION OF OFFICERS
The Council may appoint and remove and may, subject to the Memorandum and Articles, determine the duties and remuneration (if any) of the Secretary, Treasurer, Auditor, Solicitors or other officers and servants provided that no member of the Council shall be entitled to receive any remuneration for or in connection with the performance of any of the above-mentioned duties.
THE SECRETARY AND THE TREASURER OF THE SOCIETY 25. The Secretary of the Society shall where possible attend the meetings of the Council and of the Society and prepare minutes of proceedings in connection therewith. In his absence the Chairman of the meeting shall nominate a deputy secretary for the purpose of that meeting. The Secretary shall keep account of receipts and expenditure under the direction of the Treasurer.
26. The Treasurer of the Society shall ensure that the Council shall set up proper procedures for control of receipts and expenditure including signing of cheques. Cheques required to be signed by the Society shall be signed by the Treasurer and a member of Council or at least two (2) office bearers authorised by the Council.
MEETINGS GENERAL MEETING 27. (a) The Annual General Meeting shall be held in the last quarter of every calendar year to, inter alia, receive the report of the President, to pass the audited accounts (for the period ending 30th September), to elect Council members and to appoint the Auditor for the following year.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
(c) An Extraordinary General Meeting may be held upon being called by the President or the Vice-President, or upon requisition made in writing and signed by not less than ten of the Voting Members of the Society or such requisition as provided by section 113 of the Companies Ordinance.
28. At all Annual or other General Meetings, the President of the Society or failing him one of the Vice-Presidents (as they may agree between them or, in the absence of agreement, as the Voting Members present may determine) for the time being shall be the Chairman. In their absence, the Chairman shall be a Council member elected by a majority vote by Voting Members present in the meeting.
29. All General Meetings shall be called by at least 21 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 the case of special business, the general nature of that business shall be given to such persons as are, under these Articles, entitled to receive such notices.
Provided that a meeting of the Society 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 General Meeting called the Annual General Meeting, by all Voting Members thereat; and
(b) in the case of any other General Meeting, by majority in number of the Voting Members, being a majority together representing not less than ninety-five per cent of the total voting rights of the Voting Members present at that General Meeting.
30. The accidental omission to give notice of the General Meeting to or the non-receipt of notice of a General Meeting by any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
PROCEEDINGS AT 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 reports of the Council and auditors, the election of Council in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
The passing of resolutions shall except in cases otherwise specially provided for be decided by a majority of votes.
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 and continues to be present until the conclusion of the meeting. Save as herein otherwise provided, 5 Voting Members shall be a quorum.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
The Chairman of the meeting may, with the consent of a majority of Voting Members 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 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment of the business to be transacted at any adjourned meeting.
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 :
(a) by the Chairman of the meeting; or
(b) by at least 2 Voting Members present.
Unless a poll be 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 lost and an entry to that effect in the book containing the minutes of proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
If a poll is duly demanded it shall be taken in such manner as the Chairman of the Meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.
Subject to the provisions of the Companies Ordinance of Hong Kong, a resolution in writing signed by all Voting Members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting duly convened and held.
VOTES OF MEMBERS
Each Voting Member shall have one vote.
On a poll, votes may be given either personally or by proxy.
A proxy need not be a Member of the Society.
The instrument appointing a proxy shall be deposited with the Secretary, not less than 24 hours before the time for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit -
being a Voting Member hereby appoint of
or failing him of as my proxy to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting to be held on the day of , and at any adjournment thereof.
Signed this day of ."
Every member of the Council, Committees, sub-committees and the Secretary, Treasurer and Auditor for the time being of the Society will be indemnified out of the assets of the Society against any liability incurred by him in relation to the Society in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 358 of the Companies Ordinance in which relief is granted to him by the Court provided that none of the funds or assets of the Society shall be applied in payment of the whole or part of any fine or penalty imposed upon by any person by sentence or order of a Court of Justice.
All expenditures exceeding the limit set by the Council annually must be approved by the Council prior to incurring the expense.
The Council shall provide for the safe custody of the Seal of the Society, which shall only be used by the authority of the Council and every instrument to which the Seal is affixed shall be signed by a member of the Council and shall be countersigned by a second member of the Council or by some other person appointed by the Council for that purpose.
(a) The Council shall keep true and proper accounts of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of all the sales and purchase of goods by the Society, the assets, the property, credits and liabilities of the Society.
(b) Once at least in every year the accounts of the Society shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.
The books of account shall be kept at the registered office of the Society, or subject to section 121(3) of the Companies Ordinance. The Council shall from time to time determine at what times and places and under what conditions or regulations the accounting and the other records of the Society shall be open to inspection of the Members.
Proper Books shall not be deemed to be kept if they are not kept such books of account as are necessary to give a true and fair view of the state of the Society’s affairs and to explain its transactions.
The Council shall not less than 21 days before the date of the Annual General Meeting distribute copies of every income and expenditure account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Council’s report and the Auditor's report thereon to Council members. The Council shall in accordance with sections 122 and 129D of the Companies Ordinance cause to be made out and laid before each Annual General Meeting a balance sheet, reports as referred to in those sections and income and expenditure account made up to a date not more than three months before the date of meeting.
Auditors shall be appointed and their duties regulated in accordance with sections 131, 132, 133, 140, 140A, 140B and 141 of the Companies Ordinance (Cap.32).
A notice may be served by the Society upon any Member either personally or by sending it through the post in a prepaid letter or by fax addressed to such Member at his registered address as appearing in the Registrar of Members or by delivering it at the registered address.
Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put in to the post, and, in providing such service, it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.
The provisions of Clause 8 of the Memorandum of Association relating to the winding-up or dissolution of the Society shall have effect and be observed as if the same were repeated in these Articles.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association, in pursuance of this Memorandum of Association.