THE
COMPANIES ORDINANCE, (CHAPTER 32)
Company
Limited by Guarantee
and
Not Having a Share Capital
MEMORANDUM
OF ASSOCIATION
OF
THE
1. The
name of the Company is the "CHINA HONG KONG PERMANENT WAY
SOCIETY". It is hereafter
referred to as the Society.
2. The
Registered Office of the Society will be situated in
3. The
objects for which the Society is established are :-
(a) To
promote and encourage amongst members of the Society, the acquisition and
exchange of both general and technical knowledge of planning, design,
construction, inspection, maintenance and renewal of permanent way works and
other associated railway and railway related topics.
(b) To
encourage lectures, discussion and where considered appropriate, research about
planning, design, construction, inspection, maintenance and renewal of
permanent way works and other associated railway and railway related topics.
(c) To
publish and distribute for the use of its members any relevant material that
will encourage the exchange of information, ideas and knowledge to the benefit
of all.
(d) To
create an environment which will promote fellowship between its members.
(e) To
foster close ties with societies or institutions world-wide who have similar
objects, especially in the People's Republic of
(f) To
raise or secure the payment of money in such a manner as the Society shall
think fit for the purpose of furthering its objectives.
(g) To
appeal for, accept and receive any property, endowment, legacy, bequest, gift,
loan, or other form of financial support for any purposes within the objects of
the Society and to act as trustees and managers thereof.
(h) To
insure with any company or person against losses damages risks and liabilities
of all kinds which may affect the Society, its members, Executive Committee
members and/or its employees.
(i) To
make reciprocal arrangements with other societies, associations or institutions
of a similar nature to share experience and to exchange information and
generally to co-operate with such other societies, associations to facilitate
and assist in the conduct of the Society's functions.
(j) To
pay its preliminary and incorporation expenses.
(k) To make
charitable donations.
(l) To
do all such other lawful things as are incidental or conducive to the
attainment of the above objects.
AND
IT IS HEREBY DECLARED that each object specified in each paragraph of this
Clause shall unless therein provided to the contrary be regarded as an
independent object and shall not be limited or restricted by reference to or
inference from the terms of any other paragraph or paragraphs and shall be
capable of being pursued as an independent object either alone or in
conjunction with one or more of the objects specific in the same or in any
other paragraph or paragraphs.
AND
IT IS HEREBY PROVIDED THAT
(A) 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.
(B) The objects
of the Society shall not extend to the regulation of relations between workers
and employers or organizations of workers and organizations of employers.
(C) The powers
set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are
hereby excluded.
4. (a) The
income and property of the Society, whencesoever derived, shall be applied
solely towards the promotion of the objects of the Society as set forth in this
Memorandum of Association.
(b) Subject
to (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 Executive Committee 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 (e) below) shall be given by the Society to any member of the Executive
Committee.
(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 Executive Committee of the Society in
return for any services actually rendered to the Society.
(e) Nothing
herein shall prevent the payment, in good faith, by the Society :-
(i) to
any member of its Executive Committee of out-of-pocket expenses;
(ii) of
interest on money lent by any member of the Society or its Executive Committee at a rate per year not
exceeding 2% above the prime rate prescribed for the time being by the Hong
Kong Association of Banks;
(iii) of
reasonable and proper rent for premises demised or let by any member of
the Society or of its Executive
Committee;
(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
Executive Committee 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 a 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 (d) and (e) above.
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 ceased to
be a member, for payment of the debts and liabilities of the Society contracted
before he ceases to be a member, and of the costs, charges and expenses of
winding up, and for the adjustment of the rights of the contributories among
themselves, such amount as may be required not exceeding one hundred dollars.
7. If upon the winding
up or dissolution of the Society there remains, after the satisfaction of all
its debts and liabilities, any property whatsoever, the same shall not be paid
to or distributed among the members of the Society, but shall be given or
transferred to some other institution or institutions, having objects similar
to the objects of the Society, and which shall prohibit the distribution of its
or their income and property amongst its or their members to an extent at least
as great as is imposed on the Society under or by virtue of Clause 4 hereof,
such institution or institutions to be determined by the members of the Society
at or before the time of dissolution, and in default thereof by a Judge of the
High Court of the Hong Kong Special Administrative Region having jurisdiction
in regard to charitable funds, and if and so far as effect cannot be given to
the aforesaid provision, then to some charitable objects.
8. True accounts shall
be kept of the sums of money received and expended by the Society, and the
matter in respect of which every such receipt and expenditure takes 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, 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 corrections of the balance
sheet ascertained and certified by duly appointed auditor or auditors.
WE, the several persons, whose
names, addresses and descriptions are hereto subscribed, are desirous of being
formed into a Society in pursuance of this Memorandum of Association:-
|
Names,
Addresses and Descriptions of Subscribers |
|
LAU , Tin Shing TONG , Man Wai
CHAN , Hon Tao
WONG , Wing Kin
CHEUNG , Kam Tin Alan CHANDLER , Brian
BROWN , Martin
KEEFE, Richard Michael
YEUNG , Tak Chi Michael
TAM, Wai Keung Billy YUEN , Yung Hoi
CHUNG , Shia Hay
HO, Kwok Chung Dominic |
Dated this 6th day of July 1998.
WITNESS to the above signatures :- Original
signed by
IU
TING KWOK
Solicitor,
T.S. Tong & Co.
Hong
Kong SAR
9/F
Wing Lung Bank Bldg
45
Des Voeux Road Central
Hong
Kong
THE COMPANIES ORDINANCE, (CHAPTER
32)
Company
Limited by Guarantee
and
Not Having a Share Capital
ARTICLES
OF ASSOCIATION
OF
THE
CHINA
HONG KONG PERMANENT WAY SOCIETY
GENERAL
1. In
these presents the words standing in the first column of the Table next
hereinafter contained shall bear the meaning set opposite to them respectively
in the second column thereof, if not inconsistent with the subject or context
:-
Words Meanings
These
presents These
Articles of Association, and the regulations of the Society from time to time
in force.
Executive
Committee The
Executive Committee of the Society for the time being is the Council of
Management or Governing Body of the Society and is equivalent to the board of
directors of a company incorporated and registered pursuant to the Companies
Ordinance (Cap.32).
Executive
Committee Member Any
one of the members of the Executive Committee of the Society for the time being
and shall include the Chairman, Secretary, Assistant Secretary, Membership
Secretary, Mainland Affairs Scretary and Treasurer and who is equivalent to a
director of a company incorporated and registered pursuant to the Companies
Ordinance (Cap.32).
President
A past Chairman of the Society who serves the Society as one of the Executive
Committee Members, actively involved in the activities which are beneficial to
the Society and has great influence on the Society and/or the Permanent Way
industry and is nominated by the Executive Committee in office.
Vice-President: An Executive Committee Member of the
Society who assists the President to discharge his duty and is nominated by the
Executive Committee in office.
Chairman Chairperson
of the Executive Committee.
Secretary Secretary of the Exe