THE COMPANIES ORDINANCE (CHAPTER 32)

A Company Limited by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATION OF Hong Kong Archaeological Society Limited

Clause ONE

The name of the Company is “Hong Kong Archaeological Society Limited 香港考古學會有限公司” (hereinafter referred to as “the Society”).

Clause TWO

The registered office of the Society shall be situated in Hong Kong.

Clause THREE

The objects for which the Institute is established are:-

(1) To take over the affairs, businesses, projects, assets and members of the Hong Kong Archaeological Society. (香港考古學會)
(2) To bring together all those interested in archaeology in Hong Kong, China and elsewhere in the world.
(3) To co-operate with the museums and government departments, the universities, institutions, colleges and learned societies in preserving the archaeological and historical heritage of Hong Kong.
(4) To carry out excavations of sites of archaeological and historical interest.
(5) To organize meetings, lectures, seminars, educational trainings and visits to sites of excavations and other places of archaeological and historical interest.
(6) To co-operate with the museums in building up and maintaining a collection of local antiquities.
(7) To publish a journal.
(8) To promote, build, establish, equip, maintain, make donations of money or works of art or other property, or render other assistance to museums, schools, colleges, universities, libraries, institutions of archaeology, and of all kinds of, research institutions and laboratories engaging in academic researches, universities, polytechnics and technical institutions.
(9) To promote encourage and foster and to join with and co-operate with other persons companies or other bodies in promoting, encouraging and fostering education, including but not limited to Archaeology of all kinds in Hong Kong and for that purpose to make donations subsidies or grants to educational charities in Hong Kong
(10) To provide financial assistance and to grant subsidies to and endow educational charities, scholarships, fellowships and bursaries for the education and training of individuals or groups of individuals who through poverty distress or otherwise are in need of such assistance or who through merit or otherwise are deserving such assistance in Hong Kong.
(11) To give grants or financial assistance for research and promotion of education for Archaeology Studies, and to promote the benefit of educational staff and members of the public with such intentions and to give grants or financial assistance for such research.
(12) To sponsor, develop, promote and encourage participation in non-profit making educational institutions with or without other companies or organizations or museums or libraries and operating jointly with other companies or organisations for Archaeology Studies, seminars, shows and exhibitions and other related activities.
(13) To maintain and educate children on Archaeology knowledge.
(14) To establish, maintain, operate, manage and carry on non-profit-making schools at any place or places within Hong Kong, China or elsewhere and generally to promote Archaeology Studies free of charge or charged on moderate terms; to provide for the delivery and holding of lectures, exhibitions, meetings, classes and conferences calculated directly to advance both general and vocational education; and to establish, promote and maintain museums, libraries and reading and writing rooms, and to furnish the same with works of art, books, reviews, magazines, newspapers, journals and other appropriate publications.
(15) To form special managing committee or committees to carry out the management of museums and non-profit-making schools.
(16) To maintain, manage and improve the school building and the area within the school compound.
(17) To purchase furniture and equipment items or take on lease or option or in exchange, or to hire or otherwise acquire any real or personal property and any rights or privileges which the Society may think necessary or convenient for its purposes.
(18) Subject to the FOURTH Clause, to employ, hire or otherwise obtain, remunerate and provide benefits to principal, teachers, secretaries, clerks, and professionals including lawyers, solicitors, barristers, attorneys, accountants and any other person or persons for the objects of the Society.
(19) To promote and encourage learning and education and to award scholarships and give grants.
(20) To promote recreation, sports, culture and arts and any other related activities for the development of the Archaeology knowledge of students and youths.
(21) Subject to the FOURTH clause, to carry out publicity campaigns, publish newspapers, leaflets, journals, periodicals and books, and to print translations from foreign languages or other similar educational publications for the purposes of the Society.
(22) To promote and encourage in the development and further development of any charitable activities in Hong Kong which will encourage and enhance the Archaeology advancement of educational and cultural activities.
(23) To promote and participate in development programmes in collaboration with governmental bodies, museums, educational and research institutions, libraries and industrial and commercial organisations within Hong Kong, China or elsewhere for the purposes of the Society.
(24) To enter into any agreement with the Government or any authority whether local or otherwise that may be conducive to the objects of the Society or any of them or to obtain from Government or any such authority any rights, privileges and concessions.
(25) To invite and receive subscriptions, accept donations, gifts of property and works of art, contributions and financial support of all kinds from any person, corporation or institution for the purposes of the Society.
(26) To take any gift of property, whether subject to any special trust or not, for the purposes of the Society.
(27) To undertake and execute any trusts or agencies which may seem directly conducive to any of the purposes of the Society.
(28) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which this Society is authorised to amalgamate.
(29) To transfer all or any part of the property, assets, liabilities and engagements of this Society to any one or more of the charitable companies, institutions, societies or associations with which this Society is authorised to amalgamate. Provided that none of the funds of the Society shall be paid to any institution which does not prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the Society under or by virtue of the FOURTH clause hereof.
(30) To own or operate facilities or other assets for any charitable purpose especially in the aspects of archaeology and education to be used by the public.
(31) To invest and deal with the moneys of the Society not immediately required, upon such investments and securities and in such reasonable and prudent manner allowed by law as may from time to time be determined.
(32) Subject to the proviso contained in sub-clause (33) hereof to subscribe to any local or other charities, and to grant donations for any charitable purpose.
(33) To establish and support, and to aid in the establishment and support of, any other body, association or organisation formed for all or any of the objects of this Society provided that none of the funds of this Society shall be paid to any other body, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on this Society under and by virtue of the FOURTH clause hereof.
(34) To co-operate with other bodies, associations or organisations (whether incorporated or unincorporated) having objects similar to the objects of the Society, with governments and with national and international organisations concerned in any way with the objects of the Society, to provide opportunities and facilities for the co-ordination and development of such co-operation.
(35) To enter into, make, perform and carry out contracts or arrangements of every sort and kind for the furtherance of the objects of the Society with any Government, person, firm, association, corporation or body and to obtain from any such body any rights, privileges and concessions which the Society may think it desirable to obtain and in this connection and in all transactions under the terms of the Society to do any and all things which a co-partnership or natural person could do or exercise, and which now or hereafter may be authorised by law.
(36) To amalgamate with any body, association, organisation, institution or society having objects altogether similar to those of this Society and which prohibits the distribution of its income and property among its members to an extent at least as great as is imposed on this Society under and by virtue of the FOURTH clause hereof.
(37) To advance and lend, with or without security, money, property or assets of all kinds in such manner and upon such terms as the Society thinks fit to any charitable institutions established by the Society in furtherance of its objects.
(38) To borrow or raise money and secure or discharge any debt or obligation of or binding on the Society in such manner as the Society thinks fit and in particular by mortgages and charges upon the undertaking and all or any of the property and assets (present and future) of the Society, or by the creation and issue on such terms as the Society may think fit of bonds, debentures or other obligations or securities of any description.
(39) Subject to the provision of Section 17 of the Companies Ordinance (Chapter 32) to purchase take on lease or in exchange hire or otherwise acquire lands buildings easements rights or property real or personal and also to invest money upon mortgages of any land buildings messuages or tenements or upon mortgages debentures stocks funds shares or securities of any corporation or company and also to purchase acquire and possess any goods or necessaries and chattels of whatsoever nature and kind.
(40) To construct, maintain, improve, alter, pull down and develop by demolition and reconstruction all or any part of the property land building or buildings of the Society and to develop and turn to account any land acquired by the Society or in which it is interested.
(41) To grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any property, works of art, lands, buildings, messuages, tenements, mortgages, debentures, funds, share or securities that might be necessary for or incidental to pursuing any purposes contained herein upon such terms as the Society may deem fit and which are for the time being vested in or belonging to the Society.
(42) To draw, make, accept, endorse, discount, execute and issue cheques, bills of exchange, promissory notes, bonds, debentures, coupons and other negotiable or transferable instruments and securities for the furtherance of the objects of the Society.
(43) To mobilize resources for the furtherance of the objects of the Society.
(44) To obtain any ordinance, enactment or order for enabling the Society to carry any of its objects into effect or for effecting any modification of the Society's constitution or for any other purposes which may seem expedient.
(45) To appoint agents, experts and attorneys to do all or any matters and things on behalf of the Society or any matter or thing for which the Society acts as agent or in any other way whatsoever interested or concerned in any part of the world.
(46) To insure with any company or person against losses, damages, risks and liabilities of all kinds which may affect the Society, including to insure property or works of art owned by the Society.
(47) To procure the Society to be recognised or registered in Hong Kong, China and elsewhere in the world.
(48) To apply for any grant in aid of the aims, objects or functions of the Society on such conditions as the Committee of the Society deemed appropriate.
(49) To do all such other lawful things as are incidental or conducive to 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 Institute shall 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 members.
(iii) The powers set forth in the Seventh Schedule of the Companies Ordinance (Chapter 32) are hereby excluded.

Clause FOURTH

The liability of the members is limited.

Clause FIFTH

Every member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding the sum of HK10.00.

Clause SIXTH

a) The income and property of the Society, whencesoever derived, should be applied solely towards the promotion of the objects of the Society as set forth in this Memorandum of Association.
b) 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.
c) No member of the Board of Council Members or Governing Body 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 Board of Council Members or Governing Body.
d) 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 not being a member of the Board of Council Members or Governing Body of the Society in return for any service actually rendered to the Society.
e) Nothing herein shall prevent the payment, in good faith, by the Society,
(i) to any member of its Board of Council Members or Governing Body of out-of-pocket expenses;
(ii) of interest on money lent by any member of the Society or its Board of Council Members or Governing Body at a rate not exceeding 2% above the prime rate prescribed by the Hongkong & Shanghai Banking Corporation Limited for Hong Kong dollar loan.
(iii) of reasonable and proper rent for premises demised or let by any member of the Society or of its Board of Council Members or Governing Body; and
(iv) 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 Board of Council Members or Governing Body is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than one-hundredth part of its votes.
f) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with Sub-Clauses (d) and (e) above.

Clause SEVENTH

If upon the winding-up 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 Society or Societies having objects similar to the objects of the Society and which Society or Societies 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 or by virtue of clause SIX hereof, such Society or societies 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 Hong Kong Special Administrative Region as may have or acquire Jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.

Clause EIGHTTH

True accounts shall be kept 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 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 open 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 authorized Auditor or Auditors.

We, the several persons whose names, addresses and descriptions is/are given below, wish to form a Company in pursuance of this Memorandum of Association.


Names, Addresses and Descriptions of Signatories

CHENG Kai Ming (鄭啓明) 8th Floor, South Tower, CX City, Lantau Island, Hong Kong Merchant

NG, Wai Hung Steven (吳偉鴻) Flat K, 28th Floor, Block 3, Civic House Affluence Garden Tuen Mun, New Territories Merchant

Dated the _______________________. WITNESS to the above signatures:-

__________________________________________ JESSE H. Y. KWOK (郭匡義律師) Solicitor,
Hong Kong SAR Messrs. Jesse H. Y. Kwok & Co., Solicitors, Hong Kong SAR 6th Floor,
Fortune Centre, Nos. 44-48, Yun Ping Road, Causeway Bay, Hong Kong.

THE COMPANIES ORDINANCE (CHAPTER 32)

A Company Limited by Guarantee and not having a Share Capital

ARTICLES OF ASSOCIATION OF Hong Kong Archaeological Society Limited
香 港 考 古 學 會 有 限 公 司

Preliminary
1. In these regulations:-
  “Articles” means the Articles of Association of the above Company.
  “The Ordinance” means the Companies Ordinance, (Chapter 32).
  “The Society” means the abovenamed Company.
  “Committee” means the Committee of the Society for the time being.
  “Ordinary Members” means the Ordinary Members of the Society for the time being.
  “Life Members” means the Life Members of the Society for the time being.
  “Honorary Members” means Patron, President, Vice-President and Honorary Advisors of the Society for the time being.
  “Sustaining Corporate Members” means the Sustaining Corporate Members of the Society for the time being.
  “Student Members” means the Student Members of the Society for the time being.
  “Chairman” means the Chairman of the Society for the time being.
  “Vice-Chairman” means the Vice-Chairman of the Society for the time being.
  “Voting Members” means those two classes of members who have the right to vote and exercise all powers which may be exercised by the members of the Society at a General Meeting, namely, Life Members and Ordinary Members.
  “Honorary Secretary” means the Honorary Secretary of the Society for the time being.
  “Honorary Treasurer” means the Honorary Treasurer of the Society for the time being.
  “Honorary Editor of the Society’s Journal” means the Honoary Editor of the Society’s Journal of the Society for the time being.
  “Special Resolution” has the meaning assigned thereto by the Ordinance.
  “Month” means calendar month.
  “Year” means calendar year.
  “In Writing” or “Written” means and includes printed, lithographed, typewritten, represented or reproduced in any manner in a visible form.
  Words importing the singular number only include the plural and vice versa.
  Words importing the masculine gender only include the feminine gender or neutral gender whenever applicable.
  When any provision of the Ordinance is referred to the reference is to such provision as modified by any Ordinance for the time being in force.
  Unless the context requires, expressions defined in the Ordinance or any statutory modification thereof in force at the date at which these regulations become binding on the Society shall have the meanings so defined.
2. The Society is established for the purposes expressed in the Memorandum of Association.
   
  Members
3. The number of Members with which the Society proposes to be registered shall not be more than 100,000.
4. There shall be five classes of the Members in the Society, namely:-
(a) Life Members (永久會員)-- persons aged 18 and above whose application for life membership has been accepted by the Committee and who have paid the fee prescribed for life membership under Article 8 of the Articles;
(b) Ordinary Members (會員)-- persons aged 18 and above elected to membership under Article 8 of the Articles;
(c) Honorary Members (名譽會員) – such persons of distinction as are invited by the Committee to become Honorary Members (名譽會員) namely:- Patron (名譽贊助人), President (名譽會長), Vice-President(名譽副會長), Honorary Advisors (名譽顧問), Honorary Legal Advisors (名譽法律顧問) and Honorary Auditors (名譽核數師)of the Society for such period as may be decided by the Committee;
(d) Sustaining Corporate Members (贊助團體會員)-- any association or corporation or institution, which supports the Society’s aims and makes a financial contribution towards the Society’s Activities or makes a substantial lump sum contribution towards a particular project of the Society, may be admitted as Sustaining Corporate Members; and
(e) Student Members (學生會員) -- persons aged between 13 – 18 attending full-time educational institution may be admitted as student members at the discretion of the Committee.
5. Membership of the Society shall be opened to all candidates who is willing to subscribe to the Society’s objects as set out in Clause THREE of the Memorandum and are willing to abide by the Articles.
6. The rights and privileges of each and every Member shall be personal to himself and shall not be transferable by his own act or by operation of law.
7. Candidates for election to all classes of membership of the Society shall be proposed by one Voting Member and seconded by another Voting Member of the Society. The candidate shall submit a signed application in the form prescribed by the Committee. All applications for admission of membership shall be considered by the Committee whose decision shall be final. The Committee shall not be obliged to give any reasons for its decisions.
8.
(a) The entrance fee for all classes of members shall be prescribed by the Committee from time to time.
(b) The annual subscription for all members shall be determined by the Committee from time to time and shall be paid in advance in the month of January each year.
(c) The Honorary Members namely, Patron, President, Vice-President and Honorary Advisors shall be exempted from paying the entrance fee and the annual subscription. However, the Committee may resolve to accept donations from the Honorary Members as a condition of his admission.
9.
(a) Life Members and Ordinary Members shall have the right to vote and exercise all powers which may be exercised by the members of the Society at a General Meeting, collectively, they are referred as Voting Members.
(b) All members of the Society shall have the right to participate in the activities of the Society and to receive copy of the Society’s journals published during the period of their membership. They also shall have the right to enjoy the welfare of Society.
(c) The Honorary Members, Sustaining Corporate Members and Student Members shall have no voting rights.
10. 10. All members shall fulfil the following obligations:
(a) to abide by the objects, Articles and resolutions of the Society;
(b) to pay the entrance fee, subscription fee and all prescribed fees, where applicable.
11. Every Member, in order to keep his membership and to excise the voting right, shall furnish the Honorary Secretary with a signed renewal form setting out the update correspondence address in Hong Kong at which all documents requiring service may be served in every 3 calendar years. Every document sent to such said furnished address shall be deemed to have been duly served. The Society shall not send mails and notices outside Hong Kong to the members.
12. The Committee may from time to time, in addition to the amount of the entrance fee payable on admission to membership and the annual subscriptions, determine other payments due to the Society and shall also determine the details and By-laws for the application of membership. All such payments to the Society are non-refundable in any circumstances.
13. The Committee may refuse to accept any person to be Member of the Society without giving any reason therefor and the Committee of the Society or its members shall not be liable for any claim arising therefrom.
14. Any Member may resign from the Society by giving one month’s notice in writing to the Honorary Secretary of his intention so to do, and upon the expiration of the notice he shall cease to be a Member of the Society. No part of the entrance fee or annual subscription fee will be refunded.
15. The Committee may by a resolution of two third majority expel any member, if he :-
(a) becomes bankrupt or suspends payment or compounds with his creditors, or
(b) is found lunatic or being of unsound mind, or
(c) is convicted of a criminal offence and is sentenced to serve a prison sentence of more than 6 months in any Court.
16. Any Member, who shall by any reason cease to be a Member, shall nevertheless remain liable for and shall pay the Society all moneys due from him to the Society at the time of termination of his Membership. Such sum shall become a debt due to the Society. The Society may commence legal proceedings to recover the same for such members.
17. If any Members fail to submit the renewal form and/or if any Members’ annual subscription is due and unpaid for two months and he did not pay to the Society after 14 days reminder from the Society, his name will be struck off from the register of Members. Any such members may re-join the Society as members if he re-apply and pay for the entrance fee and the annual subscription fee afresh.
   
  General Meetings
18. The First General Meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Society, and at such place, as the Committee may determine.
19. A General Meeting shall be held in the month of April every calendar year and at places as may be prescribed by the Committee. Members shall be notified in writing by the Society 21 days before the date of the meeting. 15 Voting Members present personally shall form a quorum of any General Meeting.
20. At General Meetings, Voting Members shall elect from among themselves by ballot to form a Committee. The Committee shall at its first meeting select from among their number the following officers: The Chairman, The Vice-Chairman, The Honorary Secretary, The Honorary Treasurer, The Honorary Editor of the Society’s Journal and 2 - 10 Committee Members. The terms of office of the Committee members shall be 3 years and they shall be eligible for re-election.
21. The above-mentioned General Meetings shall be called Annual General Meetings; all other general meetings shall be called Extraordinary General Meetings.
22. Upon the written request signed by a majority of the members of Committee or any 30 Voting Members of the Society, the Chairman shall call an Extraordinary General Meeting within one month of receiving such request. The request for the calling of an Extraordinary General Meeting shall specify the object or objects for which the meeting is to be called. The discussion at the Extraordinary General Meeting must be strictly confined to the object or objects stated in the request. The method of notifying members and the quorum shall be the same as those of the General Meeting. This Article shall be without prejudice to the rights of requisitionists in pursuant of Section 113 of the Ordinance.
23. A General Meeting shall have the following functions and power:
(a) to raise any matter relating to the policy and management of the Society;
(b) to elect office-bearers or Committee members and elect others in their place;
(c) to vote on amendments to the Articles.
In addition, an Annual General Meeting shall:
(d) elect the Committee for the coming year;
(e) receive and vote on the reports submitted by the Chairman and Honorary Treasurer.
At all General Meetings, motions shall be carried by the approval of over half the Voting Members present.
   
  Notice of General Meeting
24. Subject to the provisions of Section 116(1) of the Ordinance relating to Special resolutions, 14 days' notice at 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 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, as may be prescribed by the Society in General Meeting, 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 the Members entitled to receive notice of some particular meeting that may be convened by such shorter notice and in such manner as those Members may think fit.
25. 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
26. All business transacted at an Extraordinary General Meeting shall be deemed special 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 Committee and auditors, the election of Committee Members and other officers in the place of those retiring and the fixing of the remuneration of the auditors, are ordinary.
27. No business shall be transacted at any General Meeting unless a quorum of Voting Members is present at the time and during the meeting.
28. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to and reconvened within a month, and members shall again be given 14 days notice in writing. If a quorum is not present within half an hour from the time appointed for the adjourned meeting, any number of Voting Members present at the meeting shall form a quorum.
29. The Chairman of Committee shall preside as Chairman at every General Meeting of the Society.
30. If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of such meeting, the Vice-Chairman shall chair of meeting. If the Vice-Chairman is also in absence, a member of the Committee chosen by the Voting Members shall chair of meeting. If no member of the Committee is present, the meeting shall be adjourned and reconvened within a month, and members shall again be given 14 days notice in writing. At the second convocation, the Chair shall be taken as described above in this paragraph except that if no Committee member is present, the Voting Members shall elect one of their own Voting Members as Chairman of the meeting.
31. The Chairman may, with the consent of the Voting Members at the meeting at which a quorum is present, 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 an adjourned meeting.
32. 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 the declaration of the result of the show of hands) demanded by at least two Voting Members present in person entitled to vote. 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, an entry to that effect in the book of the 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, that resolution.
33. 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.
34. 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 times as the meeting directs.
   
  Votes of Members
35. Every Voting Member shall have one vote.
36. A Voting Member of unsound mind, or in respect of whom an order has been made, by any court having jurisdiction in lunacy, shall not vote.
37. No Voting Member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Society have been fully paid before the meeting.
38. On a poll votes may be given personally only.
39. No proxy may is allowed to vote at any General Meeting.
40. 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.
   
  Committee and Proceedings of Committee
41. The First Committee Members of the Society shall be appointed by the signatories of the Articles of the Society.
42. The number of Committee Members of the Society shall not be less than 7 and more than 15 Voting Members.
43. The Chairman shall carry into effect all resolutions passed by the Members of the Society in General Meeting or Extraordinary General Meeting of the Society and shall represent the Society in all dealings with outsiders.
44. All employees as may be necessary shall be appointed by the Committee. The salaries of such employees shall be fixed by the Committee and paid out of the funds of the Society.
45. The Committee shall meet as often as necessary, and at least once every two months, and at least seven days written notice shall be given by the Honorary Secretary.
46. In case of urgency, written notice may be dispensed with.
47. All decisions of the Committee shall be taken by a majority of committee members present. In the event of equality of votes, the Chairman of the meeting shall have a second or casting vote.
48. In the event of a vacancy occurring on the Committee, the Committee may, at its discretion, co-opt or not to co-opt to fill the vacancy from among the Voting Members of the Society until the next Annual General Meeting.
49. All of the Committee members shall give their services free of charge to the Society. They should not receive any awards from their offices by way of remuneration for their services while remaining as members of Committee.
50. In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the last preceding or any other Articles, the Committee shall have the following powers, namely:-
(a) to expend the funds of the Society in such manner as they shall consider most beneficial for the purposes of the Society and to invest in the name of the Society such part thereof as they may seem fit, and to direct the sale or transposition of any such investment and to expend the proceeds of any such sale for the purposes of the Society;
(b) to acquire in the name of the Society, build up, pull down, rebuild, add to, alter, repair, improve, sell or dispose of, or otherwise deal with any land, buildings, or premises for the use of the Society;
(c) to enter into contracts on behalf of the Society;
(d) to borrow money upon the security of any of the property of the Society, and to grant or direct to be granted mortgages or debentures for security the same;
(e) to consist any committees as they think fit for the management of the Society and the affairs thereof;
(f) to delegate all or any of their powers to any officer or officers of the Society for the carrying on of his or their duty or duties;
(g) to make and from time to time to repeal or alter regulations as to the management of the Society and affairs thereof, and as to the duties of any officers or servants of the Society, and as to the conduct of business by the Committee, or as to any of the matters or things within the powers or under the control of the Committee provided that the same shall not be inconsistent with the Memorandum or Articles of Association;
55. The Committee shall cause minutes to be duly entered in the books provided for the following purposes:-
(a) of all appointments of officers made by the Committee;
(b) of the names of Committee Members present at each meeting of the Committee;
(c) of all resolutions and proceedings at all meetings of the Society and of the Committee.
   
  Disqualification of Committee Members
52. The office of a Committee Members shall be vacated if he:-
(a) becomes prohibited from being a Committee Member by reason of any order made under the Ordinance, or
(b) becomes bankrupt or suspends payment or compounds with his creditors, or
(c) is found lunatic or being of unsound mind, or
(d) resigns his office by notice in writing to the Society, or
(e) is absent from the meeting of the Committee for six consecutive months without the consent of the Committee, or
(g) is expelled from or ceased to be a Voting Member of the Society.
(h) is convicted of a criminal offence and is sentenced to serve a prison sentence of more than 6 months in any Court.
53. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. The Chairman of the Society on the requisition of 5 Committee Members shall at any time summons a meeting of Committee.
54. Unless and until otherwise determined by the Society in General Meeting, the quorum of Committee’s meeting shall be five Committee Members present in person.
55. The continuing Committee Members 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 the Articles of Association as the necessary quorum of Committee Members the continuing Committee Members may act for the purpose of increasing the number of Committee Members to that number, or of summonsing a General Meeting of the Society, but for no other purpose.
56. If more than fifteen minutes after the time for the holding of such Committee’s meeting, the Chairman of the Committee is not present, or is unwilling to preside, the Vice-Chairman shall be appointed as the Chairman of such Committee’s Meeting.
57. Any Committee Members may participate in a meeting of the Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.
58. All written resolutions determined on without any meeting of Committee and evidenced by writing and signed under the hands of all the Committee Members shall be as valid and effectual as the resolutions duly passed at a meeting of the Committee.
   
  Chairman and Vice-Chairman
59. The duties of the Chairman of the Society shall be as follows:
(a) to call and preside at all meetings of the Society;
(b) to handle all the general affairs of the Society;
(c) to sign all papers in the name of the Society, except on such matters as he shall delegate to other members of the Committee;
(d) to present an annual report of the Society’s work to the Annual General Meeting.
In the absence of the Chairman, the Vice-Chairman of the Society may discharge any duty which, by this Article, is to be discharged by the Chairman.
   
  Honorary Secretary
60. The duties of the Honorary Secretary of the Society shall be as follows:
(a) to give notice of all General Meetings and Committee meetings of the Society as laid down in the Articles.
(b) to record the minutes of all meetings;
(c) to keep an up-to-date list of all members of the Society and to keep them fully informed of the Society’s Activities.
   
  Honorary Treasurer
61. The duties of the Honorary Treasurer of the Society shall be as follows:
(a) to collect all entrance fees, annual subscriptions and other monies due to the Society and to deposit all monies into the bank account of the Society;
(b) to make all payments on behalf of the Society duly authorized by the Committee;
(c) to submit a financial report of the past financial year and an audited statement of account at the Annual General Meeting.
   
  Seal and Cheques
62. The Committee shall provide for the safe custody of the Seal of the Society, and the Seal shall not be affixed to any instrument except by the authority of a resolution of the Committee and in the presence of any two Committee Members authorized to sign who shall sign every instrument to which the Seal of the Society is so affixed in their presence.
63. The management and control of all moneys and assets of the Society shall be vested in the Committee and proper books of accounts shall be kept for investigation. All cheques shall be signed by any two Committee Members or by such person or persons as the Committee may from time to time appoint for such purpose.
   
  Accounts
64. The Committee shall cause proper books of accounts to be kept with respect to all sums of money received and expended by the Society and the matter of which the receipt and expenditure takes place and the assets and liabilities of the Society. The accounts of the Society shall be audited by qualified accountants practising in Hong Kong annually.
65. The books of accounts shall be kept at the registered office of the Society, or at such other place or places as the Committee may think fit. The Committee shall from time to time determine at what time and place, and under what conditions or regulations, the accounts and books of the Society, or any of them, shall be opened to the inspection of Members; and no Member, save and except the Committee Members, shall have any right to inspect any accounts or books of the Society, except as conferred by Ordinance or authorised by the Committee or by a resolution of the Society in General Meeting.

66.

 

 At the Annual General Meeting in every year, the Committee shall lay before the meeting an income and expenditure account, and a balance sheet, containing a summary of the property and liabilities of the Society made up to a date not more than nine months before the meeting, from the time when the last preceding account and balance sheet were made up, and in the case of first account and balance sheet from the incorporation of the Society, and such balance sheet and account shall comply with the provisions of Section 122 and 129B of the Ordinance.
67. Every such accounts and balance sheet shall be accompanied by a report of the Committee as to the state and condition of the Society and the accounts, report and balance sheet shall be signed by the Chairman and one of the Committee Members of the Society.
68. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Society 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 Members entitled to receive notices of General Meeting of the Society.
   
  Audit
69. Auditors shall be appointed and their duties regulated in accordance with Sections 131, 132, 133, 140, 140A, 140B and 141 of the Ordinance.
   
  Notices
70. Any notice required to be given to the Members under these Articles may be in the English or Chinese language or both.
71. A notice may be given by the Society to any Member either by advertisement in the local Press or personally, or by sending it by post to him to his registered address, or (if he has no registered address within Hong Kong) to the address, if any, within Hong Kong supplied by him to the Society for the giving of notice to him.
72. Where a notice 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.
73. A Member who has no registered address within Hong Kong and has not supplied to the Society an address within Hong Kong for the giving of notices to him, shall be deemed to have received any notice which shall have been displayed at the Society and shall have remaining there for the space of 24 hours, and such notice shall be deemed to have been received by such Member at the expiration of 24 hours from the time when it shall have been so first displayed.
   
  Winding-Up
74. The provisions of Clause SEVENTH 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
75. Every Committee Member and other officers or servants of the Society shall be indemnified by the Society against, and it shall be the duty of the Committee to pay out of the funds of the Society, all costs, losses and expenses which any such Committee Member, officers or servants may incur or become liable for by reason of any contract entered into, or act or deed done by him as such Committee Member, officers or servants or in any way in the discharge of his duties; and the amount for which such indemnity is to be provided shall immediately attach as a lien on the property of the Society and have priority as between the Members over all other claims.

Names, Addresses and Descriptions of Signatories

CHENG Kai Ming (鄭啓明) 8th Floor South Tower CX City, Lantau Island, Hong Kong Merchant

NG, Wai Hung Steven (吳偉鴻) Flat K, 28th Floor, Block 3, Civic House Affluence Garden Tuen Mun, New Territories Merchant

Dated the _______________________. WITNESS to the above signatures:-

__________________________________________ JESSE H. Y. KWOK (郭匡義律師) Solicitor, Hong Kong SAR Messrs. Jesse H. Y. Kwok & Co., Solicitors, Hong Kong SAR 6th Floor, Fortune Centre,
Nos. 44-48, Yun Ping Road, Causeway Bay, Hong Kong.

( C O P Y ) COMPANIES ORDINANCE (CHAPTER 32) 香 港 法 例 第 32 章 公 司 條 例

CERTIFICATE OF INCORPORATION 公 司 註 冊 證 書

I hereby certify that 本 人 謹 此 證 明

Hong Kong Archaeological Society Limited 香 港 考 古 學 會 有 限 公 司

is this day incorporated in Hong Kong under the Companies Ordinance, 於 本 日 在 香 港 依 據 公 司 條 例 註 冊 成 為
and that this Company is limited. 有 限 公 司 。

Issued by the undersigned on 本 證 書 於 二 0 年 月 日 簽 發。

……................................……............. for Registrar of Companies Hong Kong 香港公司註冊處處長 (公司註冊主任 代行)

 

MEMORANDUM AND ARTICLES OF ASSOCIATION OF Hong Kong Archaeological Society Limited 香 港 考 古 學 會 有 限 公 司

Incorporated on

JESSE H. Y. KWOK & CO.,
6th Floor, Fortune Centre
Nos. 44-48 Yun Ping Road Causeway Bay Hong Kong Solicitors & Notaries, Hong Kong.
Tel : 28818345
Fax : 28828824
Our Ref: 411/1998/JK
e-mail : jessekwok@jessekwoklaw.com