The Constitution, as approved by FSK Steering Committee on 19 September 2007

Friends of Sai Kung

Registered Hong Kong Society No. 36112


1. Name

The Name of the Society is Friends of Sai Kung ("the Society").

2. Objects

2.1 The Society is a not-for-profit community organisation which seeks to preserve and improve the quality of life of Sai Kung people and to protect the unique environment of Sai Kung for the benefit of Hong Kong and its visitors.

2.1.1 The Society is apolitical but seeks to co-operate and develop a trusting working relationship with all individuals and bodies, official and unofficial, to further the Objects of the Society.

2.2 In furtherance of the Objects but not otherwise the Society may:-

2.2.1 arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars, debates and training courses;

2.2.2 provide at the Registered Office, a library, a reading room, a lecture hall, publishing facilities and such other facilities as it may from time to time consider appropriate;

2.2.3 procure contributions to the Society by personal or written appeals, public meetings or otherwise;

2.2.4 procure to be written and print, publish, issue and circulate gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films or recorded tapes as shall further the Objects set out above;

2.2.5 collect and disseminate information on all matters relating to the Objects and exchange such information with other bodies having similar objects whether in Hong Kong or overseas;

2.2.6 assist financially or otherwise any such Hong Kong body as is referred to in Clause 2.2.5 above;

2.2.7 promote and carry out or assist in promoting and carrying out research into the  Objects;

2.2.8 purchase, take on lease or in exchange, hire or otherwise acquire any other property at which the Objects will be promoted and construct, maintain and alter any buildings or erections necessary for the work of the Society;

2.2.9 make regulations for any property which may be so acquired;

2.2.10 sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society;

2.2.11 accept gifts and borrow or raise money on such terms and on such security as shall be thought fit;

2.2.12 invest the money of the Society not immediately required in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;

2.2.13 employ and pay any person or persons to supervise, organise and carry on the work of the Society and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependents;

2.2.14 not engage in or agree to engage in financial commitment or expenditure which does not have the approval of 75% of the Committee.

2.2.15 do all such other lawful things as are necessary for the attainment of such Objects.

3. Membership

3.1 Full Membership of the Society shall be open to:

3.1.1 individuals of eighteen years and over who are interested in furthering the work of the Society and who have paid the annual subscription as laid down from time to time by the Committee mentioned below; and

3.1.2 national, international and local voluntary or other non-profit Organisations, whether corporate or unincorporated, which are interested in furthering the Objects and have paid their annual subscription;

3.2 Each member Organisation shall appoint one individual person to represent it and vote on its behalf at general meetings of the Society. In the event of such individual person resigning or otherwise leaving an Organisation he or she shall immediately cease to be a representative of such Organisation;

3.3 Junior membership shall be open to those under the age of 18 years who are interested in furthering the work of the Society. Junior members shall not be entitled to vote.

3.4 Honorary Members are permitted subject to the approval of the Society. Honorary Members shall cease to be ordinary Members and shall not be entitled to vote.

3.5 Patrons of the Society are permitted subject to the approval of the Society. Patrons shall not be entitled to vote or be Members of the Society.

3.6 Membership of the Society shall be subject to such terms and conditions as the Committee shall from time to time decide.

3.7 The Committee shall have the right to approve or reject any applications for Membership or to terminate the Membership of any individual or Organisation at the absolute discretion of the Committee without the Committee being obliged to furnish any reason therefore.

3.8 Annual Membership Subscription. The subscription for Junior Members and Members who are 65 years and over or disabled shall be 50% of the regular subscription.

4. Committee, Officers, Executive Committee, Committee Members

4.1 At the Annual General Meeting mentioned below the Society shall elect a Committee comprised of five Officers: a Chairman, a Vice-Chairman, a Secretary, (these three shall be the Office Bearers of the Society for the purposes of Registration), a Treasurer and an Operations Officer (these five shall comprise the Executive Committee of the Society), a Membership Secretary and such other Committee Members as the Society shall from time to time decide;

4.2 The Committee shall hold office until the conclusion of the Annual General Meeting of the Society next after their election but shall be eligible for re-election provided that no Executive Committee Member shall hold office for more than three consecutive years. On the expiration of such period, one further year must elapse before any Executive Committee Member shall be eligible for re-election;

4.3 Members of the Executive Committee may be ex officio members on behalf of the Society, Committee and any other committee.

4.4 The Society shall appoint one or more qualified auditors and may determine their remuneration (if any). The Committee may at the expiration of the three year period and at the expiration of every three year period thereafter, or at such other intervals as it may from time to time consider appropriate, appoint a wholly independent firm of accountants to ensure that the accounts kept by the appointed auditor(s) are accurate.

5. Committees

5.1 The Committee. Subject as mentioned below the policy and general management of the affairs of the Society shall be conducted by the Committee who shall meet a minimum of 6 times per annum.

5.2 The Executive Committee. The Executive Committee shall meet monthly when the Committee is not meeting; its decisions may be ratified or varied by the Committee.

5.3 Sub-committees. The Committee may appoint such Sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such Sub-committees shall be reported back to the Committee as soon as possible which shall ratify or vary them as necessary.

5.4 Co-opted Committee Members. The Committee may co-opt any Member to fill a vacancy arising in the Committee by reason of death, infirmity or resignation.

5.5 Resignation. A member of any committee of the Society may resign at any time by giving notice to the Secretary in accordance with the procedure laid down in Clause 11 below.

5.6 Dismissal. A Member of the Society or member of any committee shall be summarily dismissed if convicted of any offence and sentenced to a custodial sentence, suspended or actual, or if, at an Annual or Special General Meeting of the Society, the individual is deemed to have brought the Society into disrepute.

5.7 The Committee may appoint and fix the remuneration of a General Secretary and of all such other staff as may in its opinion be necessary;

6. Meetings of the Society

6.1 The first General Meeting of the Society shall be held not later than the 30th day of December 2007 and once in each year subsequently an Annual General Meeting of the Society shall be held at such time (not being more than twelve months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least twenty one clear days' notice shall be given in writing by the Secretary to each Member. At such Annual General Meeting the business shall include the election of Members to serve on the Committee, the appointment of an auditor or auditors, the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.

6.2 Extraordinary General Meetings. The Chairman of the Committee may at any time at his discretion, and the Secretary shall within twenty one days of receiving a written request so to do signed by not less than ten full Members, whether individual or representative and giving reasons for the request, call an Extraordinary General Meeting of the Society.

7. Nomination of Officers and Committee Members

7.1 Only full Members of the Society whether individual or representative shall be eligible to serve as Officers or Committee Members;

7.2 Nominations for Officers or Committee Members must be made by full Members of the Society in writing and must be in the hands of the Secretary at least three clear days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot or a system of postal voting (the arrangements for which shall be made by the Committee) provided that the first Officers and Committee Members shall be elected by personal vote at the first General Meeting of the Society.

8. Rules of Procedure at All Meetings

8.1 Quorum

8.1.1 Annual and Extraordinary General Meetings: The quorum at a meeting of the Society shall be 10% of the total membership of the Society or such other number as the Society may in general meeting from time to time determine.

8.1.2 Executive Committee, Committee and Sub-committee Meetings. The quorum at any committee meetings of the Society shall be 50% of the membership of any such committee.

8.2 Voting

Save as otherwise provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. Arrangements for proxy voting may from time to time be made by the Committee provided that no such arrangements shall be made with regard to clauses 14 and 15. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

8.3 Minutes

Minute folders shall be kept by the Committee, Executive Committee and all other Sub-committees, and the appropriate secretary shall enter in the minute folder a record of all proceedings and resolutions. Minutes shall be circulated within seven days in draft form to the Chairman and Vice Chairman and within 14 days in revised form to all members. They shall be finalized and approved at the next meeting.

8.4 Rules

The Committee shall have power to adopt and issue Rules for the Society. Such Rules shall come into operation immediately provided that they shall be subject to review by the Society in general meeting and shall not be inconsistent with the provisions of this Constitution.

9. Finance

9.1 All money raised by or on behalf of the Society shall be applied to further the Objects of the Society and for no other purpose provided that nothing contained in this Constitution shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment of reasonable out of pocket expenses;

9.2 The Treasurer shall keep proper accounts of the finances of the Society;

9.3 The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting;

9.4 An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting;

9.5 An account shall be opened in the name of the Society with such bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Executive Committee to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the five authorised signatories.

10. Trust Property

10.1 The title to all real or personal property which may be acquired by or on behalf of the Society shall be vested in a corporation lawfully entitled to act as custodian trustee or in not less than three or more than six individual persons not being members of the Committee who shall enter in to a Deed of Trust setting forth the purposes and conditions under which they hold such property in trust for the Society.

10.2 All legacies bequeathed to the Society shall be received by the Treasurer or other appropriate officer of the Society but, subject to any special trusts by which such legacies may be affected, the Committee shall have power to direct that any legacy or The income there from shall be paid to a particular branch;

11. Notices

Any notice may be served by the Secretary on any Member either personally, by e-mail, by fax or by sending it through the post in a prepaid letter addressed to such Member at his or her last known address and any letter so sent shall be deemed to have been received within ten days of such sending.

13. Interpretation

For the interpretation of this Constitution, the Interpretation Ordinance Cap 1, Laws of Hong Kong shall apply.

14. Alterations to the Constitution

Any alteration of this Constitution shall receive the assent of not less than 75% of the full Members of the Society whether individual or representative present and voting at a meeting specially called for the purpose provided that notice of any such alteration shall have been received by the Secretary in writing not less than twenty one clear days before the meeting at which the alteration is to be brought forward. At least fourteen clear days' notice in writing of such a meeting setting forth the terms of the alteration to be proposed shall be sent by the Secretary to each Member of the Society.

15. Dissolution

If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Society, it shall call a meeting of all Members of the Society who have the power to vote of which meeting not less than twenty one days' notice (stating the terms of the resolution to be proposed) shall be given. If such decision shall be confirmed by a simple 75% majority of those present and voting at such meeting, the Committee shall have power to dispose of any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the Committee may determine.

Guy Shirra
Approved by FSK Steering Committee on 19 September 2007