MEMORANDUM

 

AND

 

ARTICLES OF ASSOCIATION

 

OF

 

ASIAN SOCIETY FOR VASCULAR SURGERY LIMITED

               


THE COMPANIES ORDINANCE (CHAPTER 32)

   

 

 

Company Limited by Guarantee

and not having a share Capital

 

 

 

MEMORANDUM OF ASSOCIATION

 

OF

 

ASIAN SOCIETY FOR VASCULAR SURGERY LIMITED

 

 

 

1.                   The name of the Company is ASIAN SOCIETY FOR VASCULAR SURGERY LIMITED (hereinafter called the Society).

 

2.                   The registered office of the Society will be situated in Hong Kong. The administrative office shall be at the country where the Secretary-General comes from.

 

3.                   The objects for which the Society is established are :-

 

(a)                 To promote association of vascular surgeons and allied specialists in Asia and elsewhere who are substantially involved in the treatment of vascular diseases;

 

(b)                To promote or carry out the knowledge of vascular surgery and to apply such knowledge to the prevention and treatment of vascular diseases by all appropriate and lawful means including laboratory research and surgical practice;

 

(c)                 To publish and distribute information related to vascular sciences;

 

(d)                To hold meetings, seminars, lectures and conferences;

 

(e)                 To publish a journal of vascular sciences;

 

(f)                  To disseminate knowledge to the public regarding preventive medicine and therapy as related to the field of vascular diseases by acquiring, establishing, printing, and publishing books, magazines, periodicals, newspaper, leaflet or other literary or scientific works that the Society may think desirable for the promotion of its objectives;

 

(g)                To cultivate and maintain the highest principles of surgical practice and ethics in the field of vascular diseases;

 

(h)                To delegate all or any of its power to the Council of the Society or any of its Committees;

 

(i)                  For the purposes of the Society, to accept and receive subscriptions, donations and gifts (of  whatsoever nature and kind) and requests to the Society;

 

(j)                  To invest the money or assets of the Society not immediately required for such objects in or on such investments, securities or property as may be thought fit or to apply such money or assets to any charitable benevolent provident or public associations or institutions connected with the purpose of the Society or calculated to further its objects;

 

(k)                To open and operate bank account or accounts with any bank or banks for the purposes of the Society, and for such purposes to draw, make, accept, endorse, discount, execute and issue bills of exchange, cheques, promissory notes, debentures and other negotiable securities;

 

(l)                  To employ employees for the purpose of the Society and to pay to them reasonable salaries, wages, gratuities and pensions;

 

(m)               To establish, liaise, promote or assist in establishing or promoting, and to subscribe to or become a member of or affiliate with any other local or international medical bodies whose objects are similar or in part similar to the objects of the Society, provided that none of the funds of the Society shall be paid to any institution, society club or other body which pays or transfers, directly or indirectly any part of its income or property by way of dividends, bonus or otherwise however by way of profit to its member;

 

(n)                To support and subscribe to any charitable or public body and any institution or society connected with the purpose of the Society or calculated to further its objects, or otherwise for the benefit of the Society and promotion of its objects and to give pensions, gratuities, charitable aid, awards or scholarship to any person or body who may have served the Society or by recommendation of the Society;

 

(o)                To raise money by subscription or by other lawful means and to apply to any Government or any appropriate body for subsidy or aid for the purposes of furthering the objectives of the Society;

 

(p)                To take any gift or assignment of property whether subject to any special trust or not for any one or more of the objects of the Society;

 

(q)                To make provision for the application of any of the profit funds, moneys or assets of the Society to any charitable benevolent provident or public associations or institutions connected with the purpose of the Society or calculated to further its objects;

 

(r)                  To co-operate and collaborate with any persons or organizations for the purpose of advancing the said objects and on such terms and arrangements as the Society shall think fit;

 

(s)                 To acquire, hold or dispose of land, buildings, easements or property which may be requisite for the purposes of the Society;

 

(t)                  To raise money to give security by sale or mortgage or charge upon all or any part of the property of the Society for any of the purposes contained herein;

 

(u)                To do all such other lawful acts and things as are incidental, conducive or subsidiary to all or any of the above objectives or otherwise as shall further the attainment of the above objects provided that:

 

(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 trusts.

 

(ii)                The objects of the Society shall not extend to the regulation of relations between workers and employers or organizations of employers.

 

(iii)              The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap. 32) are hereby excluded.

 

4.                   The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the objects of the Society as set forth herein; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the Members of the Society provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Society, or to any Member of the Society, in return for any service actually rendered to the Society, nor prevent the payment of interest at a rate not exceeding 12 per cent per annum or 2 per cent above the prime rate established by the Hong Kong Association of Bankers whichever is greater on money lent or reasonable and proper rent for premises demised or let by any Member to the Association; but so that 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 that no remuneration or other benefit in money or moneys, worth shall be given by the Society to any member of such Council except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society provided that the provision last aforesaid shall not apply to any payment of any company to which a member of the Council may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share or profits he may receive in respect of any such payment.

 

5.                   The liability of the Members is limited.

 

6.                   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 ceased to be a Member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributions amongst themselves, such amount as may be required not exceeding HK$50.00.

 

7.                   If on the winding up of the Society there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among Members of the Society but shall be given or transferred to some other institution or institutions having objects similar to the objects of Society and which institution or institutions shall prohibit the distribution of its or their income or property amongst its or their Members to an extent at least as great as is imposed on the Society by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Society before the time of dissolution or in default thereof by such Judge of the High Court of Hongkong as may have or may acquire jurisdiction in the matter, and in so far as effect cannot be given to the aforesaid provision then to some charitable object.

 

8.                   True accounts shall be kept of the sums of money received and expended by the Society, and the matter in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Society; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being in force, shall be opened to the inspection of the Members.  Once at least in every year the accounts of the Society shall be examined and the correctness of the balance sheets ascertained by one or more authorised Auditor or Auditors.


THE COMPANIES ORDINANCE (CHAPTER 32)

 

 

Company Limited by Guarantee

and not having a share Capital

 

 

ARTICLES OF ASSOCIATION

 

OF

 

ASIAN SOCIETY FOR VASCULAR SURGERY LIMITED

 

 

 

 

1.             In these Articles, unless the context otherwise permits or requires:-

 

The Society

Means the company registered as Asian Society for Vascular Surgery Limited

 

The Ordinance

Means the Companies Ordinance Chapter 32 of the Revised Edition, 1984, and of the laws of Hong Kong and any amending ordinance thereto.

 

The President,

the President-Elect,

the Past-President,

the Secretary-General,

the Treasurer

 

Means the persons appointed to these respective office for the time being of the Society.

The Council

Means the Council of the Society for the time being.

 

The Seal

Means the Common Seal from time to time of the Society.

 

Member

Means a member of the Society so registered and as defined in Article 5 hereof and reference to a member shall, unless the context otherwise requires, means an Honorary Member or Full Member or a Junior Member or an Associate Member or a Corresponding Member or an Industry Member.

 

The office

Means the registered office for the time being of the Society.

 

Officers

Means the President, the President-Elect, Past-President, the Secretary-General and the Treasurer.

 

The register

Means the register of Members to be kept pursuant to Section 95 of the Companies Ordinance.

 

In writing

Means written or printed or partly written and partly printed.

 

 

 

Words importing the masculine gender includes the feminine gender unless the context otherwise requires.

Words importing the singular number includes the plural number and vice versa.

 

2.                   The regulations contained in Table C in the First schedule to the Ordinance and the powers contained in the Seventh Schedule to the Ordinance shall not apply to the Society.

 

3.                   The Society is established for the purposes expressed in the Memorandum of Association of the Society.

 

Members

 

4.             (a)           For the purpose of registration, the number of Members of the Society is to be taken to be 20 but the Council may from time to time register an increase of Members. The number of members in the Society shall be unlimited.

 

(b)                The subscribers to the Memorandum of Association of the Society and such other persons as the Council shall admit to membership shall be Members of the Society.

 

Membership

 

5.             The membership of the Society is open for any vascular surgeons or allied specialists in Asia and elsewhere who are substantially involved in the treatment of vascular diseases. There shall be six categories of membership of the Society, namely, Honorary Members, Full Members, Junior Members, Associate Members, Corresponding Members and Industry Members, as follows:-

 

(a)                 Honorary Members

 

A distinguished vascular surgeon who has made prominent contributions to the development of vascular surgery in Asia. This membership is conferred by decision of the Council Honorary Members may not be elected to the Council and they shall have no voting right although they may be invited to sit in any Council or General meetings as observers.

 

(b)                Full Members

 

A surgeon who is over the age of 35, resides and practices in Asia, and whose surgical practice involves treating a significant number of patients with vascular diseases. Member shall take active apart in promoting the objects of the Society and shall undertake such responsibilities as determined by the Council.  The first Full Members may be invited by the Subscribers to the Memorandum of Association of the Society and upon accepting such invitation shall be admitted as Full Members. Full members have voting right at the General meetings.

 

(c)                 Junior Members

 

A young doctor in Asia under the age of 35 who is involved in the treatment of patients with vascular diseases. Junior Members may not be elected to the Council and they shall have no voting right although they may be invited to sit in any Council or General meetings as observers.

 

(d)                Associate Members

 

A physician or a paramedical personnel whose practice is other than vascular surgery and is interested in vascular diseases. Each Associate Member shall undertake to promote the objects of the Society and shall undertake such responsibilities as determined by the Council.  Associate Members may not be elected to the Council and they shall have no voting right although they may be invited to sit in any Council or General meetings as observers.

 

(e)                 Corresponding Members

 

A surgeon who is over the age of 35, resides and practices outside Asia, and whose surgical practice involves treating a significant number of patients with vascular diseases. Corresponding Members may not be elected to the Council and they shall have no voting right although they may be invited to sit in any Council or General meetings as observers.

 

(f)                  Industry Members

 

                                A company that is interested in the treatment of vascular diseases.

Industry Members have no voting rights and may not be elected to the Council.  Companies who are Industry Members ordinarily may appoint two company representatives to participate in the scientific activities of the Society.

 

6.             Application for Membership

 

(a)                 Application (other than Honorary Members) is to be made to the Society in requisite application form and submitted to the Secretary-General.

(b)                Each application is to be supported by two existing full members and to be approved by the Council.

(c)                 Each new member has to sign the register of membership.

(d)                All members shall pay the annual membership fees.

 

7.             The Council shall have a full and unfettered right to approve or reject applications for membership in its absolute discretion.  In the event of a refusal the Council shall not be required to give any reasons therefor.

 

8.             The membership of an individual may be terminated if, at a meeting of the Full Members of the Society, a resolution to that effect is agreed, provided that the Member concerned must be given at least 14 days notice of the intention for expulsion.  No reasons are required to be given for expulsion of a Member in the aforesaid manner.

 

9.             Unless and until determined otherwise by the Full Members in General Meeting, The annual membership fees of the Society are as outline below:

 

Honorary member:  No fees

Full member:  US$50

Junior member:  US$25

Associate member:  US$50

Corresponding member:  US$50

Industry member:  US$ 1,000

 

                The Full Members in Meeting may from time to time stipulate vary and determine the amount of the annual subscription payable by Members.  All annual subscription shall be payable in advance on the first day of January each year. 

 

10.          If any Member should fail to pay his annual subscription or other sums which may be due from him to the Society for a period of twelve months, he shall ipso facto cease to be a Member of the Society.  But if at any time he shall give to the Society a satisfactory explanation as to the reasons for failing to pay the sums due to the Society he may at the discretion of the Council be readmitted into membership upon payment of all arrears due from him while he is a member and of the amount of the subscription that would have been due from him if he had continued to be a Member up to the time of readmission.

 

11.                A Member may resign by notice in writing to the Secretary-General but he shall be liable for payment of his subscription for the current year in which he resigns which sum and any other sums due from him to the Society shall be payable on demand to the Society prior to his resignation.

 

12.          The Council shall have the power to suspend or terminate the membership of any who fails to abide by the Memorandum and Articles of the Society or who has ceased to become eligible for membership as prescribed in these rules or who has been found guilty of unprofessional conduct in his medical practice by the appropriate authority or anyone whose continued membership is determined by the Council to be detrimental to the Society.  A Member whose membership is terminated by the Council shall have the right to appeal to Full Members in General Meeting which decision shall be final.

 

Member Countries

 

13.          The Society consists of members of the following countries and regions.

 

Bangladesh

China

Hong Kong

India

Japan

Korea

Malaysia

Philippines

Singapore

Saudi Arabia

Taiwan

Thailand

 

Other countries in the Asian may be admitted upon application to the President or Secretary General and approval by the Council.

 

Officers

 

14.          The officers of the Society shall be the President, President-Elect, Past-President, Secretary General and the Treasurer.

 

(a)           The President:

i.         The President is elected among the members of the Council.

ii.       The term of service is one year.

iii.     He serves as the Chairman of Council and shall preside at all formal meetings of the Society.

iv.     He shall supervise performance of all activities of the Committees. The term of the Presidency starts at the conclusion of the Annual Congress.  

v.       He cannot succeed himself as President or President-Elect.

 

(b)           The President-Elect:

i.         The President-Elect is nominated among members of the Council.  

ii.       The term of the service is one year.

iii.     He will succeed the President at the end of his term.

iv.     He will perform all the duties of the President in his absence.

 

(c)           The Past President:

i.         Upon finishing the term of President, he will assume the position of Past President.  

ii.       The term of the service is one year.

iii.     He will perform all the duties of the President and Secretary General in their absence.

 

(d)           The Secretary-General:

i.         A Secretary-General is appointed by recommendation of the Council.

ii.       The term of service is three years, but can be extended for another one term by recommendation of the Council.

iii.     He should be a full member of the Society but not necessarily a Council member.

iv.     The Secretary-General is to assist the President in performance of all his duties.

 

(e)           The Treasurer

i.         A Treasurer is appointed by the recommendation of the Council.

ii.       The term of service is three years, but can be extended for another one term by recommendation of the Council.

iii.     The Treasurer is to be appointed among the Councilors.

 

(f)            Interruption of office

Should an officer be unable to continue to discharge his duties, the Council shall elect a successor for the remainder of the term.

 

General Meeting

 

15.          The First General Meeting of the Society shall be held at such time not less than one month nor more than 12 months after the incorporation of the Society, and at such place as the Council shall decide.

 

16.          (a)           The Annual General Meeting shall be held yearly within a financial year.  No more than fifteen months shall lapse between Annual General Meetings.

 

                (b)           The financial year shall be from the first day of January to the thirty-first day of December of the same year.

 

17.          The above General Meeting shall be called Annual General Meeting all other General Meetings shall be called Extraordinary General Meetings.

 

18.          The Council, whenever they think fit, may convene an Extraordinary General Meeting.  On the Written requisition of such number of Full Members as shall not be less than 1/3 of the total Full Membership of the Society for the time being, the Secretary-General shall call an Extraordinary General Meeting.

 

Notice of General Meeting

 

19.          Subject to the provisions of section 114 and section 116(2) of the Ordinance relating to special resolutions 14 days notice at the least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day, and the hour of the general meeting and, in case of special business, the general nature of that business, shall be given in manner hereinafter mentioned, or in such other manner, if any, to such persons as are, under the regulations of the Society entitled to receive such notices from the Society; but, with the consent of all Full Members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those Full Members may think fit.

 

20.          A Notice may be given by the Society to any Full Member entitled to vote at the General Meeting of the Society either personally or by sending it by post or email to his registered address or email address supplied by him to the Society for the giving of notices to him.

 

21.                Notice of every General Meeting shall be given in the same manner hereinbefore authorized to every Full Member entitled to vote at the General Meeting of the Society except those Full Members who have not supplied to the Society an address for the giving of notices to them.  In the last mentioned case, a notice posted up in the registered office of the Society shall be deemed to be well served on those Full Members at the expiration of twenty-four hours after it is so posted up.  No other persons shall be entitled to receive notices of General Meetings.

 

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

 

Proceedings at General Meetings

 

23.                All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets and the ordinary report of the the Council and auditors and legal adviser, the election of the Council in the place of those retiring, and the appointment of, and the fixing of the remuneration of the auditors and legal advisers wherever applicable.

 

24.                No business shall be transacted at any General Meeting unless a quorum of Full Members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting.  Ten Full Members of the Society personally present shall be a quorum.

 

25.                If within half an hour from the time allotted for the General Meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; and 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.

 

26.                Save as otherwise provided all questions arising at any meeting shall be decided by a vote of those present and entitled to vote.  All Full Members shall each have one vote but in the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of a meeting shall have a second or casting vote. 

27.                The President, or in his absence the President-Elect shall preside as Chairman at every General Meeting of the Society.  If the President is not present within 15 minutes after the time appointed for the meeting or is unwilling to act, the Members present my elect one of their member to be Chairman of the meeting.

 

28.                The Chairman may, with the consent of any meeting 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 as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.

 

29.                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; or

 

(b)                by at least 10 Full Members present in person; or

 

(c)                 by any Full Member or Full Members present in person and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the Meeting.

 

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.

 

                The demand for a poll may be withdrawn.

30.                Except as provided in Article 29, 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.

 

31.                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, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

 

32.                A resolution in writing signed by all Full Members for the time being entitled to receive notice of and to attend and vote at General Meeting shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held.

 

Voting Rights

 

33.                Junior Members, Associate Members, Corresponding Members, Honorary Members and Industry Members shall have full right to participate in scientific sessions and other activities of the Association on a first come first serve basis according to a quota system to be determined by the Council but they shall have no right to receive notice of or to attend or vote at any meeting of the Society.  Full Members shall each have one vote.

 

34.                On a poll votes will be given personally.

 

35.                Only Full Members shall be entitled to receive notice of and to attend may vote at either the Annual General Meeting or Extraordinary General Meeting of the Society.

 

The Council

 

36.          (a)           The administrative governing body of the Society shall be called the Council.

 

(b)                The Council shall have control of the Society, its property and funds, and have full power to manage and act on all affairs of the Society.

 

(c)                 The Business of the Society shall be managed by the Council, who may pay all expenses incurred in promoting setting up and registering the Society and may exercise all such powers of the Society as are not by the Ordinance, or by these Articles, required to be exercised by the Society in General Meeting, subject nevertheless to the provisions of the Ordinance or these Articles, and to such regulations, being not inconsistent with the aforesaid, as may be prescribed by the Society in General Meeting, but no regulations made by the Society in General Meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made.

 

(d)                The Council shall carry out or authorise the carrying out of all acts or deeds or business of the Society in furtherance of its objects.

 

(e)                 The Council composes of the Officers and the Councilors. 

 

(f)                  The chairman of the Council shall be the President of the Society.  

 

(g)                Subject to Article 43 (a), the Council of the Society shall consist of not less than 5 Members. Each member country will be represented on the Council by a maximum of one member of their country and region. The Council shall include 5 Officers, namely President, President-Elect, Past-President, Secretary-General and Treasurer.

 

(h)                Until the first General Meeting of the Society, the first Council shall consist of the subscribers of the Memorandum of Association of the Society who shall all retire at the first General Meeting when the first Council shall be elected.

 

 

37.          The Council may from time to time subject to the approval of Full Member by two thirds majority vote in General Meeting establish, vary, revoke or amend Constitution to facilitate the administration and management by the Council of the business of the Society and to regulate the conduct of the Members.  Any Constitution may be set aside by a resolution of a General Meeting of the Society.

 

Councilors

 

38.          (a)           Each member Asian country or region, which poses its own vascular society and registered full members, may be invited to nominate one Councilor.

 

(b)                The Councilor from each country or region represents the interest of his society in his country of origin and will coordinate its activities with the Society.

 

(c)                 A Councilor shall be a full member.

 

(d)                Every Councilor shall sign a declaration of willingness to act in that capacity before he is eligible to vote at any Council meeting.

 

 

39.                The term of office of a Councilor is three years. Members of the Council whose term of office shall have expired shall be eligible for re-election at the end of their term. 

 

40.             Upon resignation of a Council Member prior to the expiration of his term of office for more than 3 months or upon any vacancy occurring during the term of office of any member of the Council for any reason, the remaining members of the Council acting by majority vote, shall appoint another member or members from the Full Members of the Society in place of the resigning or absent or vacated member or members of the Council.  Such replacement members shall vacate their office when the term of the resigning or vacating Council Member expires or when the member of the Council who was absent returns to his office, as the may be provided that the term of office of the replacement member(s) shall not exceed the remaining term of office of the Council Member in respect of whom he replaces. 

 

41.          (a)           The President shall preside as Chairman at every Council meeting and all general and other                             meetings of the Society and shall normally be the spokesman of the Society.

 

(b)                The Secretary-General shall be responsible for all correspondence of the Society and shall keep records of the Members of the Society and minutes of all meetings. He shall also act as the spokesman of the Society.

 

(c)                 The Treasurer shall be responsible for the Society funds and shall present a financial report at each Annual General Meeting.  This report shall be audited by the auditor appointed annually by the Society.

 

(d)                In the absence of the President, the President-Elect shall assume and discharge all his duties.

 

(e)                 The Secretary-General or Treasurer shall receive all subscriptions, donations and all other moneys coming to the Society and shall pay into a bank to be named by the Council all moneys to be received and the receipt of the Treasurer shall be the only sufficient discharge.

 

No salary, remuneration or allowance shall be paid to the members of the Council but the Society's Officers and employees (other than the Officers who are members of the Council) shall be employed on such terms and for such remunerations as the Council shall from time to time determine.  The Council shall have the power to appoint and remove all employees of the Society and shall regulate their duties and to fix the amount of their remuneration.

 

The Council shall have the power to invite any person of distinction as Patrons or Advisers of the Society provided that such Patron or Advisers shall have no right to receive notice of or to attend or vote at any meeting and shall not have any executive power in the Society.

 

Any increase or reduction in the number of members of the Council shall only be by way of amendment of these Articles in accordance with the Ordinance subject always to the approval of the Companies Registry.

 

The office of a member of the Council shall be vacated, if such member of the Council:

 

(a)                 ceases to be a Member of the Society; or

 

(b)                 becomes bankrupt; or

 

(c)                 becomes prohibited from being a member of the Council by reason of any order made under                    sections 157E or 157F of the Ordinance; or

 

(d)                 is found lunatic or becomes of unsound mind; or

 

(e)                 resigns his office by notice in writing to the Society or is deemed to have resigned under                          Article 46.

 

46.                The Society may by Ordinary Resolution remove any member of the Council before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Society and such member of the Council and the vacancy thereupon arising may be filled whether by an Ordinary Resolution of the Society or by the Council under Article 46.

 

Proceedings of the Council

 

47.                The regular Council meeting shall be held at the Annual Congress.

 

48.                Additional emergency meetings may be held at any time at the request of the President.

 

49.                The quorum of the Council meeting will be at least two-thirds of the Councilors.

 

50.                Only Councilors have the power to vote at the Council Meeting.

 

51.                Written resolution signed by a Councilor in absentia is also valid.

 

52.                Council meetings shall be convened either at the request of two members of the Council or at the discretion of the President in his absence by giving prior notice in writing to all the members of the Council at least one week before the meeting.

 

53.                The continuing members of the Council may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Council, the continuing members of the Council may act for the purpose of increasing the number of members of the Council to that number or may summon a General Meeting of the Society for that purpose.

 

54.                The President or the President-Elect shall preside as Chairman at every meeting of the Council but if at any meeting the President or the President-Elect is not present within twenty minutes after the time appointed for holding the same, the members of the Council present may choose one of their members to be Chairman of the meeting.

 

55.                Question arising at any meeting shall be decided by a majority of votes.  In the case of an equality of votes the Chairman shall have a second or casting vote.

 

56.                A resolution in writing, signed by all the members of the Council for the time being entitled to receive notice of the meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.

 

57.                The Council shall cause minutes to be made in books provided for the purposes :

 

(a)                 of all appointments of Officers or employees made by the Council;

 

(b)                of the names of the Council Members present at each meeting of the Council and of any sub-committee of such Council;

 

(c)                 of all resolutions and proceedings at all meetings of the Society and of the Council,

 

and every member of the Council present at any meeting of the Council shall sign his name in a book to be kept for that purpose.

 

Committees of Council

 

The Council is empowered to form various committees as deemed necessary by the Council.  These committees reports to the President and the Secretary General.

 

The Council may delegate any of their powers to committees consisting of such Member or Members of the Society as they think fit; any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Council.

 

A committee may elect a Full Member as Chairman of its meetings; if no such Chairman is elected, or if any meeting the Chairman is not present within twenty minutes after the time appointed for holding the same, the Full Members present may choose one of their Full Members to be the Chairman of the meeting.

 

A committee may meet and adjourn as it thinks proper.  Questions arising at any meeting of the committee shall be determined by a majority of votes of the Full Members present, and in case of an equality of votes the Chairman shall have a second or casting vote provided that the decision of the committee on any matter shall only be by way of recommendation and shall have no effect until it has been sanctioned by a resolution of the Council.

 

A committee shall have power at any time, and from time to time to appoint a person as an additional member of the Committee, such person to be appointed among Members of the Society.

 

All acts done by any member of the Council or of the committee or by any person acting as a committee member or member of the Council shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such members of Council of committee 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 a member of the Council or committee.

 

The Seal

 

64.          The Seal of the Society shall only be used by the authority of the Council and every instrument to which the Seal shall be affixed shall be signed by, and the Seal shall be affixed in the presence of, any two of the following persons, namely :

 

(a)                 The President;

 

(b)                The President-Elect;

 

(c)                 The Past President;

 

(d)                The Secretary-General;

 

(e)                 The Treasurer; or

 

(f)                  Any person authorized by the Council in that behalf.

 

65.          All cheques drawn on the Society's banking account and all orders for payment, promissory notes, and other contracts and instruments entered into by the Society shall be signed by two out of three designated Officers of the Society.

 

Accounts

 

66.          The Council shall cause proper books of account to be kept with respect to :

 

(a)                 all sums of money received and expended by the Society and the matter in respect of which the receipt and expenditure takes place;

 

(b)                the assets and liabilities of the Society; and

 

(c)                 of all matters necessary for showing the true financial state and condition of the Society.

 

The books of account shall be kept by the Treasurer at the registered office of the Society or at such other place or places as the Council thinks fit, and shall always be open to the inspection of the members of the Council.

 

The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Society or any of them, shall be open to the inspection of the Members; and no Member save and except members of the Council shall have any right of inspecting any account or book of the Society except as conferred by law, or by these Articles authorized by the Council or by a resolution of the Society in a General Meeting.

 

The Council shall from time to time in accordance with section 122 of the Ordinance, cause to be prepared and to be laid before the Society in a General Meeting such income and expenditure accounts balance sheets and reports as are referred to in that section.

 

A copy of every balance sheet (including every document required by law to be annexed thereto) which to be laid before the Society annually in General Meeting together with a copy of auditor's report shall not less than twenty-one days before the date of the meeting be sent to all persons entitled to receive notices of General Meetings of the Society.

 

Audit

 

Auditors shall be appointed and their duties regulated in accordance with sections 131, 132, 133, 140A, 140B and 141 of the Ordinance.

 

Notices

 

Where any notice given by the Society is sent by post, service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice, and to have been effected at the expiration of 24 hours after the letter containing the same was posted.  A notice appearing in the press shall be deemed to have been effected on the day the advertisement appears.

 

Winding Up

 

The Society shall be wound up voluntarily whenever a special resolution is passed requiring the Society to be so wound up.  The provisions of Clause 7 of the Memorandum of Association of the Society 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.

 

Indemnity

 

Every Officer and member of the Council and other Officials and employees of the Society shall be entitled to indemnity in the management of the Society's affairs, and it shall be the duty of the Council out of the funds of the Society to pay all costs, losses and expenses which any such Office, member of the Council, official or employee may incur or become liable to on any contract entered into or act or deed done by him in relation to the Society as such Officer, member, official or employee, or in any way in the discharge of his duties, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Society and have priority as between Members over all other claims.