[{"id":"620d1f42-32c1-42e9-bd53-ba77f3128634","order":1,"text":"ARTICLES OF ASSOCIATION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ffecae7c-76ea-4f30-9c4f-122c9681bdae","order":2,"text":"OF","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"2748572c-796c-4fb8-ad17-bd761d725860","order":3,"text":"[Full name of the Company]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2aee7656-5782-4867-a9c1-548b73178cd3","order":4,"text":"A company limited by guarantee and not having a share capital","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"0c9ed8a6-9a48-4bad-abda-9a6a62b9242b","order":5,"text":"Incorporated in Hong Kong under the Companies Ordinance (Cap. 622)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"ee3d767c-cda8-4412-9eac-724beb6ad57c","order":6,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"fbdc6f2d-63ed-41c2-8cca-304c246fddb5","order":7,"text":"In these Articles, unless the context otherwise requires, the following expressions have the following meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61b2ef04-647b-4301-9672-74b3374c72e1","order":8,"text":"\"the Company\" means the company limited by guarantee constituted by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8cffe5bb-e8a8-4fca-b7a4-48e7bf84de0b","order":9,"text":"\"these Articles\" means these articles of association of the Company, as altered from time to time in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28d6d93e-395c-4442-b6fe-fae17dccb498","order":10,"text":"\"the Ordinance\" means the Companies Ordinance (Cap. 622), together with every other ordinance for the time being in force concerning companies and affecting the Company, and includes every statutory modification or re-enactment thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9441cf7b-ee43-4210-bedb-cdad5fa8498b","order":11,"text":"\"the Board\" means the board of Directors of the Company for the time being, or the Directors present at a duly convened meeting of Directors at which a quorum is present.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fc72e64-ae3b-4f2c-8a36-a69865add424","order":12,"text":"\"Director\" means a director of the Company for the time being, and \"Directors\" is construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3057221e-6d7c-4073-919e-2a128b96d2e2","order":13,"text":"\"Member\" means a person whose name is entered in the Register of Members as a member of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"acca638e-3076-49e0-9307-c36a15b86adb","order":14,"text":"\"founder member\" means a person who subscribes to these Articles upon the incorporation of the Company and whose name is entered in the Register of Members upon registration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71f5785d-ca01-4808-b50e-74ffea95149f","order":15,"text":"\"the Objects\" means the objects of the Company set out in the Article entitled \"OBJECTS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c9b81a5-735c-44fe-ae83-913ae222bf19","order":16,"text":"\"Ordinary Resolution\" and \"Special Resolution\" have the meanings given to them by the Ordinance, a Special Resolution requiring a majority of not less than 75 per cent of the votes cast.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa4d9229-11e6-4dd6-92f8-dcf141b433df","order":17,"text":"\"Register of Members\" means the register required to be kept by the Company under section 627 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36baa7b8-ed0f-4a1e-8b41-2a98c0e7d2f0","order":18,"text":"\"the Registrar\" means the Registrar of Companies in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3294f25-62d8-4218-afcb-58ab4612db39","order":19,"text":"\"the Secretary\" means the company secretary of the Company appointed in accordance with the Ordinance, and includes any joint, assistant or deputy secretary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e743e33c-509c-4ef8-9507-8f745b2c16ea","order":20,"text":"\"Hong Kong\" means the Hong Kong Special Administrative Region of the People's Republic of China, and \"HK$\" means Hong Kong dollars, the lawful currency of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13ecbbd8-e68a-4262-bcc7-3d227b8890ab","order":21,"text":"\"in writing\" includes any communication in legible form, whether in physical or in electronic form, and \"signed\" includes signature by electronic means where permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4a3a3ab-ff69-4e8b-b3ce-359a3b3d7732","order":22,"text":"Words importing the singular include the plural and vice versa; words importing one gender include every gender; and words importing persons include bodies corporate and unincorporated associations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c12763a-0bb4-4919-8fa6-08c1d63883e5","order":23,"text":"A reference to a statutory provision is a reference to that provision as amended, extended, consolidated or re-enacted from time to time. Unless otherwise defined in these Articles, expressions defined in the Ordinance bear the same meaning in these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d20b9ef-655f-440f-9d42-c08978b301e4","order":24,"text":"The headings in these Articles are inserted for convenience only and do not affect their construction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9dd28cd0-5d71-4cea-9e08-8c14918fb0c8","order":25,"text":"The model articles prescribed by the Companies (Model Articles) Notice (Cap. 622H) do not apply to the Company. These Articles constitute the entire articles of association of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f27de22f-a909-4911-b907-f59c47c8e3dc","order":26,"text":"2. NAME AND STATUS OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"012d9e66-f4dc-4841-96dc-ae1376170638","order":27,"text":"The name of the Company is [Full name of the Company].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c49406c1-76c9-4714-a6d5-8450ba442e3b","order":28,"text":"The Company is registered with the word \"Limited\" as the last word of its name, in accordance with the Ordinance, and that word shall be used in all its business correspondence, contracts, invoices, receipts and other documents.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a305add0-bb40-4b0d-836c-d3ca9de27d66","value":"limited","type":"add","operator":"="}]},{"id":"61877279-8da1-43b1-9fb8-8b0c0722cc08","order":29,"text":"The Company intends to apply to the Registrar for a licence under section 103 of the Ordinance directing that it be registered, and that its name be stated, without the addition of the word \"Limited\". For so long as such a licence is in force the Company shall comply with every condition attached to it, and shall not alter these Articles in any manner inconsistent with that licence without the prior approval of the Registrar.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a305add0-bb40-4b0d-836c-d3ca9de27d66","value":"s103","type":"add","operator":"="}]},{"id":"29a64586-7b90-44f2-a3d5-eb63159c60a9","order":30,"text":"The Company is a company limited by guarantee. The liability of the Members is limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8576b8b-458a-42dc-8ea4-e186475f1ac2","order":31,"text":"The Company does not have, and shall not have, a share capital, as required of a company limited by guarantee by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5dbf5dc2-aa4d-418d-b4d9-ebf65079acd9","order":32,"text":"The Company is established for the purposes set out in the Article entitled \"OBJECTS\" and is not established for the pecuniary profit or gain of its Members or of any person connected with them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2358f4e6-2ec4-42bc-98cc-adff5a9dc08a","order":33,"text":"These Articles bind the Company and its Members to the same extent as if they had been signed and sealed by each of them, and contained covenants on the part of each of them to observe their provisions, in accordance with section 86 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20e04ce9-8963-48b3-858c-59cafdf157f1","order":34,"text":"3. LIABILITY AND GUARANTEE OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"dae09749-439e-4b0f-a3fc-aeac5918ed65","order":35,"text":"Every Member undertakes to contribute to the assets of the Company, in the event of its being wound up while he or she is a Member or within one year after he or she ceases to be a Member, for payment of the debts and liabilities of the Company contracted before he or she 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 HK$[Amount guaranteed].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78c595f5-ac6a-4c0b-ab87-3b77b8697a98","order":36,"text":"The undertaking contained in this Article is given by each Member severally and not jointly. No Member is under any liability to contribute to the assets of the Company beyond the amount so guaranteed, save as expressly provided by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"766fdba1-7989-48ee-93c6-ea5a5cbcae47","order":37,"text":"The guarantee given by a Member is not transferable and confers upon the Member no right, title or interest in or to the property of the Company, whether during the existence of the Company or upon its dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac3dff07-25ef-4ea6-b2ad-e69d4e494434","order":38,"text":"4. REGISTERED OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"1de6a553-3ac9-4183-8252-703078f66e9c","order":39,"text":"The registered office of the Company shall at all times be situated in Hong Kong. The Board may from time to time change the registered office and shall notify the Registrar of any such change within the period prescribed by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13d21ba4-23fc-4b90-bed2-3e1fde00bf38","order":40,"text":"The Company shall keep at its registered office, or at such other place in Hong Kong as the Board may determine and notify to the Registrar, the registers, minute books, accounting records and other documents required by the Ordinance to be kept, and shall make them available for inspection as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd81f41c-3a2a-414a-aed6-ae22f48a66c0","order":41,"text":"The Company shall display its name in legible characters at its registered office and at every place of business, and shall state its name in legible characters in all its business letters, notices, cheques, invoices, receipts and other official publications, as required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce3fb93c-cb87-4873-8f11-c1c66e827d0e","order":42,"text":"5. OBJECTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"f330337b-bcb3-4486-962d-beb12ed7e96a","order":43,"text":"The Company is established exclusively for purposes which are charitable according to the law of Hong Kong. The principal object of the Company is the advancement of education.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97ac8c61-9595-410d-b059-bc2b74d47673","order":44,"text":"In furtherance of that principal object, the objects for which the Company is established are as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"69e27d49-0993-46aa-b454-9393a34e7a94","order":45,"text":"[Statement of the charitable objects of the Company]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b4116cf-aecc-409a-b223-55ebfea5a77d","order":46,"text":"The Objects shall be pursued in Hong Kong, for the benefit of the public and, in particular, for the benefit of [Description of the intended beneficiaries].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0723afd0-bdba-44fe-92b3-391c1e9b13d1","order":47,"text":"No object of the Company shall be construed so as to authorise the Company to carry on any activity which is not charitable according to the law of Hong Kong, and every power conferred upon the Company by these Articles shall be exercised solely in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"348533de-143a-4197-8481-fe7a3a8c9164","order":48,"text":"The Company shall not carry on any trade or business otherwise than in furtherance of the Objects, shall not distribute any benefit to its Members, and shall not engage in any activity which would prejudice its charitable character or any tax exemption granted to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70e961e4-0f50-405c-a5c9-3cc2918e2006","order":49,"text":"The Objects of the Company are exclusive and exhaustive. The Company shall not apply any of its funds or property to any purpose which is not within the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"127b1d50-28ec-4ee0-84c0-33395c14656f","order":50,"text":"6. POWERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"73d598f6-7c8e-40fc-a08c-67c6e5297816","order":51,"text":"In furtherance of the Objects, but not otherwise, the Company has the following powers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e32f0fa-fb6b-4651-986b-dc2ddeb27615","order":52,"text":"(a) to receive and accept donations, subscriptions, grants, legacies, bequests, gifts and other contributions in money or in kind, whether or not subject to any special trust, and to raise funds by all lawful means, provided that the Company shall not undertake any permanent trading activity in raising funds for the Objects;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ef5c5b07-c7c1-481d-883c-bd915ec84b59","order":53,"text":"(b) to purchase, take on lease or in exchange, hire or otherwise acquire any immovable or movable property and any rights or privileges, and to construct, maintain, alter, improve and equip any premises or facility;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d6e988cd-c813-4f7a-90af-12cef52f8327","order":54,"text":"(c) to sell, let, licence, mortgage, charge, dispose of or otherwise deal with all or any part of the property of the Company, subject to such consents as may be required by law;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"71a7842a-296e-4b04-80ec-3d071c715be7","order":55,"text":"(d) to invest the funds of the Company not immediately required in or upon such investments, securities or property as the Board may think fit, and to vary and realise such investments, subject to such conditions and consents as may be imposed or required by law;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2cbf812f-f59a-4d28-88ee-304c472f3bb9","order":56,"text":"(e) to appoint, employ, remunerate and dismiss such officers, employees, agents, consultants and professional advisers as may be necessary or expedient for the proper conduct of the activities of the Company, provided that no remuneration shall be paid to any Director save as expressly permitted by these Articles;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5961cbe1-a4c6-4a5b-884b-f1c6a2f2d7f3","order":57,"text":"(f) to establish, support, promote and assist any association, institution, trust, fund or scheme calculated to further the Objects or any of them;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"954ce89b-ade0-4997-a310-08644fd19963","order":58,"text":"(g) to co-operate and exchange information with any government bureau or department, public body, charitable institution or other organisation whose objects are wholly or in part similar to the Objects, and to become affiliated to any such body;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ac85378d-0c13-49d8-94a1-51ff534506bc","order":59,"text":"(h) to make grants, donations and other payments, and to provide services, facilities, training and other assistance, to persons and bodies in furtherance of the Objects;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2156d4a9-4254-4d2a-adac-51f7ef16c9f2","order":60,"text":"(i) to write, print, publish, produce, distribute and disseminate books, periodicals, reports, films, recordings, electronic materials and other publications in furtherance of the Objects;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"94c81ed6-d569-4962-8ddf-5600910277d5","order":61,"text":"(j) to organise and conduct, or to procure the organisation and conduct of, courses, lectures, seminars, conferences, exhibitions, campaigns, competitions and other activities in furtherance of the Objects;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b107f8db-65ec-48e2-a659-d16bbd8d3e2a","order":62,"text":"(k) to undertake and execute any charitable trust which may lawfully be undertaken by the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9764e145-eb39-4e3e-91ce-86e626659ee9","order":63,"text":"(l) to effect insurance of every kind in respect of the property, officers, employees, volunteers and activities of the Company, subject to the restrictions imposed by the Ordinance in relation to Directors;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"796e2438-7724-42ec-8497-19d271abd7a8","order":64,"text":"(m) to open and operate bank accounts, and to draw, make, accept, endorse and issue cheques and other negotiable or transferable instruments;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"edb34662-1b69-4507-a963-994d0b041f55","order":65,"text":"(n) to do all such other lawful things as are incidental or conducive to the attainment of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4cfdd05-80ab-4f4a-a287-aaca65b09854","order":66,"text":"The Company may borrow and raise money for the purposes of the Objects, and may secure the repayment of any money so borrowed or raised by mortgage, charge or other security over the whole or any part of its property. The Board shall obtain the prior approval of the Company by Ordinary Resolution in general meeting before creating any mortgage or charge over immovable property of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bdcd6758-adad-4fde-ad64-1bd6fdad0d4f","value":"permitted","type":"add","operator":"="}]},{"id":"419779a9-aa0c-4457-8594-a71d30c9f684","order":67,"text":"The Company shall not borrow or raise money, nor create any mortgage, charge or other security over the whole or any part of its property, otherwise than with the prior approval of the Company given by Special Resolution in general meeting, and any such borrowing shall be applied exclusively in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bdcd6758-adad-4fde-ad64-1bd6fdad0d4f","value":"restricted","type":"add","operator":"="}]},{"id":"1b8c89b1-4f4f-4470-9404-6f44e2dfe898","order":68,"text":"The powers set out in this Article are ancillary to, and shall be exercised only in furtherance of, the Objects. They shall not be construed as independent objects of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"351fc55f-7139-4370-910a-cb1e6ea932bc","order":69,"text":"7. APPLICATION OF INCOME AND PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"abcf0494-1ee1-4050-81b8-1400ef8876ee","order":70,"text":"The income and property of the Company, from whatever source derived, shall be applied solely towards the promotion of the Objects, 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 any Member of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e77ca30-27de-4bd6-958d-e3922420cc0e","order":71,"text":"Nothing in this Article shall prevent the payment in good faith of reasonable and proper remuneration to any officer or employee of the Company who is not a Director for services actually rendered to the Company; the repayment of out-of-pocket expenses reasonably and properly incurred on behalf of the Company; the payment of interest at a reasonable and proper rate on money lent to the Company; the payment of reasonable and proper rent for premises demised or let to the Company; or the payment of premiums in respect of indemnity insurance permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1607698c-8236-4d1d-8f56-7093951843d5","order":72,"text":"Every payment made under this Article shall be made on arm's length terms, shall be supported by proper documentation, and shall be recorded in the accounting records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"534515ac-8e84-411c-be23-9846998d62c0","order":73,"text":"No Member has any right, title or interest in or to the property of the Company by reason only of membership, whether during the existence of the Company or upon its dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"065df706-c8a0-409a-a9df-532c30fa7d66","order":74,"text":"This Article is a fundamental term of the constitution of the Company. It shall be construed so as to preserve the charitable character of the Company and any tax exemption granted to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32a52f53-9b9c-4728-94d7-b9496c98611c","order":75,"text":"8. REMUNERATION AND BENEFITS OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"3aed746d-4d89-4c13-99fb-becfe7ac16b5","order":76,"text":"No Director shall be appointed to any salaried office of the Company, or to any office of the Company paid by fees, and no remuneration or other benefit in money or money's worth shall be given by the Company to any Director, except as expressly permitted by this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab915774-f357-49c4-b658-dc1d421c8ba5","order":77,"text":"A Director may be reimbursed the out-of-pocket expenses reasonably and properly incurred by him or her in attending meetings of the Board or of any committee, or general meetings of the Company, or otherwise in the discharge of the duties of the office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49f3e0b7-47ee-4ce4-8846-292c2a7cd121","order":78,"text":"A Director may receive interest at a reasonable and proper rate on money lent to the Company, and reasonable and proper rent for premises demised or let to the Company, provided that the Director concerned takes no part in the deliberation or decision of the Board relating to that payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"331cfaee-8c65-4f61-ae05-4819ae15ac53","order":79,"text":"The Company may indemnify a Director to the extent permitted by section 469 of the Ordinance, and may purchase and maintain insurance against liability incurred by a Director to the extent permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"394af0f6-54c3-43c8-a06f-3e382c4962fa","order":80,"text":"A Director shall serve in an honorary capacity and shall act at all times in good faith and exclusively in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c193c839-aa90-41b0-84b2-4bc8489ee3cb","order":81,"text":"9. MEMBERSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"c74b1fcc-a36b-4de7-8ed4-7e6f3d586a0a","order":82,"text":"The Members of the Company are the founder members who have subscribed to these Articles, together with every other person who is admitted to membership in accordance with these Articles and whose name is entered in the Register of Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"86e38e06-a9eb-4b65-acca-eb6b949572a7","order":83,"text":"The number of Members with which the Company proposes to be registered is unlimited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"110a2ec4-2e9b-4c53-928e-92cb7ab37d2c","order":84,"text":"The Company has a single class of Members. Every Member has the same rights and obligations under these Articles, including the right to receive notice of, to attend, to speak at and to vote at general meetings of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7fc91d7a-67cb-473f-bde0-e9f6beb4e7c5","value":"one","type":"add","operator":"="}]},{"id":"fec9657b-7dd4-4583-af1e-bba7b4d969f3","order":85,"text":"The Company has two classes of Members, namely Full Members and Associate Members. Full Members are entitled to receive notice of, to attend, to speak at and to vote at general meetings. Associate Members are entitled to receive notice of and to attend and speak at general meetings, but are not entitled to vote and are not counted in any quorum. References in these Articles to Members are, unless the context otherwise requires, references to Full Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7fc91d7a-67cb-473f-bde0-e9f6beb4e7c5","value":"two","type":"add","operator":"="}]},{"id":"5ace5dd4-b096-47d3-aaea-cda83d60bb6d","order":86,"text":"The Board may prescribe the qualifications for admission to each class of membership, and may by resolution transfer a Member from one class to another with the written consent of that Member. Both classes of Members are subject to the undertaking contained in the Article entitled \"LIABILITY AND GUARANTEE OF MEMBERS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7fc91d7a-67cb-473f-bde0-e9f6beb4e7c5","value":"two","type":"add","operator":"="}]},{"id":"61dde9e8-c199-46f3-bb69-fbf2821b9cd6","order":87,"text":"Every application for membership shall be made in writing in such form as the Board may prescribe, and shall be considered and determined by the Board, whose decision shall be final and need not be accompanied by reasons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55bc725c-923f-4cc1-adbb-6030703905d6","order":88,"text":"Membership is personal to the Member. It is not transferable and it ceases upon death or, in the case of a body corporate, upon dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b7a88ca-0d9e-4214-ac78-1cb650c667f4","order":89,"text":"A person becomes a Member upon the entry of that person's name in the Register of Members, and the Company shall make that entry without delay after admission.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"489f4b8e-0a2e-4c6d-b558-f49078f2c521","order":90,"text":"10. MEMBERSHIP SUBSCRIPTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S10"},{"id":"7eedaab5-5c7a-43b8-a3f4-9659ff2fc33e","order":91,"text":"Every Member shall pay to the Company an annual subscription of HK$[Annual subscription], or such other amount as the Company may from time to time determine by Ordinary Resolution in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}]},{"id":"39f5a2ea-f8bd-4e01-8f1e-525eb83ac8e4","order":92,"text":"The annual subscription is payable in advance on or before the first day of each financial year of the Company or, in the case of a Member admitted during a financial year, upon admission, in such proportion as the Board may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}]},{"id":"3b0ab71e-9012-41c4-9065-2a7b49cf3558","order":93,"text":"The Board may, in any case where it considers it just and in the interests of the Objects to do so, waive or reduce the whole or any part of the subscription payable by a Member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}]},{"id":"190fef46-faf2-40e9-b2a0-69235905eff4","order":94,"text":"Subscriptions received by the Company form part of its income and shall be applied in accordance with the Article entitled \"APPLICATION OF INCOME AND PROPERTY\". No subscription is refundable upon cessation of membership.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}]},{"id":"84c42f5b-5b87-4eab-a44a-414e52da5097","order":95,"text":"11. CESSATION OF MEMBERSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"67d82da7-7270-47f8-8bb5-58c3277f08a1","order":96,"text":"A Member ceases to be a Member upon giving notice in writing of resignation to the Company at its registered office, such resignation taking effect upon receipt of the notice or upon such later date as may be specified in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64d4588c-8471-4837-a467-ca81b31cc157","order":97,"text":"A Member ceases to be a Member upon death or, in the case of a body corporate, upon dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2f9e08f-82ac-4b37-89a1-8187a7dfb0f5","order":98,"text":"A Member ceases to be a Member if any subscription due from that Member remains unpaid for three months after it became due and the Board resolves that the membership be terminated, provided that written notice has first been given to the Member and the Member has been afforded a reasonable opportunity to pay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0be8fd5-fd62-4ca1-ae94-52391734063c","value":"yes","type":"add","operator":"="}]},{"id":"4f041540-6362-4262-b1df-86ebe02d5310","order":99,"text":"A Member may be expelled from membership by Special Resolution of the Company where the conduct of that Member is, in the opinion of the Company in general meeting, prejudicial to the Objects or to the reputation of the Company, provided that the Member has been given written notice of the grounds relied upon not less than 21 days before the meeting and a reasonable opportunity to be heard at that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"30b847a7-81ac-4a5e-9f09-a52fca0b4d96","order":100,"text":"A person who ceases to be a Member remains liable for all sums due from that person to the Company at the date of cessation, and remains subject to the undertaking contained in the Article entitled \"LIABILITY AND GUARANTEE OF MEMBERS\" for the period there specified. The Secretary shall record the cessation in the Register of Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b3189d7-b6a8-4433-a9dd-df84113b7459","order":101,"text":"12. REGISTER OF MEMBERS AND INFORMATION RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"32079a73-23fb-4293-afb6-e731b37f0b8b","order":102,"text":"The Company shall keep a Register of Members in accordance with section 627 of the Ordinance, containing the particulars required by law, and shall enter in it every admission to and every cessation of membership within the time prescribed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d56955d-d78d-4de4-8d45-590c8cc84341","order":103,"text":"The Register of Members shall be kept at the registered office of the Company, or at such other place in Hong Kong as the Board may determine and notify to the Registrar, and shall be open to inspection in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a7861d8-4efe-4d01-9509-8fa928ddde87","order":104,"text":"The Board may, upon giving notice in the manner required by the Ordinance, close the Register of Members for a period or periods not exceeding 30 days in aggregate in any year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a9fe2c6-a988-4996-b985-1436321f17cf","order":105,"text":"Every Member is entitled, upon request and without charge, to a copy of these Articles as altered from time to time, to inspect the minutes of general meetings and to be furnished with copies of them, in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d72bc0c-2e3c-4341-b848-d16de9e5390b","order":106,"text":"The Company shall not be bound to recognise any equitable, contingent, future or partial interest in any membership, nor any interest in any membership other than the absolute right of the registered Member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bcbd8e42-2f32-449d-99c0-d40578b3e8f4","order":107,"text":"13. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"01116131-2952-47b5-bdbb-095524348850","order":108,"text":"The Company shall hold an annual general meeting in respect of each financial year in accordance with section 610 of the Ordinance, being within nine months after the end of its accounting reference period, unless the Company is not required to do so by virtue of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ce291a5-734a-4ff1-993c-ebfdd38445dd","order":109,"text":"The business of the annual general meeting shall include the receipt and consideration of the financial statements, the directors' report and the auditor's report, the appointment or re-appointment of the auditor and the fixing of the auditor's remuneration, the appointment of Directors in the place of those retiring, and such other business as may properly be brought before the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eac672e0-530f-4915-ac96-89afbf87e945","order":110,"text":"The Board may convene a general meeting whenever it thinks fit, and shall convene a general meeting upon the requisition of Members representing not less than 5 per cent of the total voting rights of all Members having a right to vote at general meetings, in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7315574-5157-4043-80e8-b24ed97c2d24","order":111,"text":"A general meeting may be held at one place, or at more than one place, using any technology that enables the Members attending to listen to, to speak at and to vote at the meeting; and a Member participating in that manner is deemed to be present in person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff901c21-5a75-4de8-9298-8704b806f9c2","order":112,"text":"14. NOTICE OF GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"291e3e04-6ea6-43d3-88a7-0e2cd7270f12","order":113,"text":"An annual general meeting shall be called by not less than 21 days' notice in writing, and any other general meeting by not less than 14 days' notice in writing, in each case exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7aaa840f-ccd4-49c5-a3a8-3aadd3e095e3","order":114,"text":"A general meeting may be called by shorter notice if so agreed in accordance with the Ordinance, being, in the case of an annual general meeting, all the Members entitled to attend and vote, and, in the case of any other general meeting, a majority in number of the Members having a right to attend and vote, together representing not less than 95 per cent of the total voting rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0dbc72c-1ae6-41f4-a61c-afa0433619c2","order":115,"text":"Every notice shall specify the place, the date and the time of the meeting and the general nature of the business to be transacted, shall set out the text of any resolution intended to be proposed as a Special Resolution, and shall state with reasonable prominence that a Member entitled to attend and vote is entitled to appoint a proxy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8eb2367b-0cf8-46fa-be65-9aaaa149160c","order":116,"text":"Notice shall be given to every Member, to every Director and to the auditor of the Company. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive it does not invalidate the proceedings at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"811f0318-d4cd-438a-a8b5-b628f0a3a078","order":117,"text":"15. PROCEEDINGS AT GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"81b57066-8c33-4277-a07e-773be021bbf0","order":118,"text":"No business shall be transacted at a general meeting unless a quorum is present when the meeting proceeds to business. The quorum for a general meeting is [Quorum for general meetings] Members present in person or by proxy and entitled to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"886a7d7d-4669-4627-bc49-eef6adf2d355","order":119,"text":"If a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the Board may determine; and if a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the Members present in person or by proxy and entitled to vote shall constitute a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7444b67-50f1-4f99-a877-c695d26a2613","order":120,"text":"The chairperson of the Board shall preside as chairperson at every general meeting. If there is no such chairperson, or if he or she is not present within 15 minutes after the time appointed for the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting; and if no Director is present and willing to act, the Members present and entitled to vote shall elect one of their number to be chairperson.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d800ae9-383e-472f-bf30-2403c4334a9d","order":121,"text":"The chairperson may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting from which the adjournment took place.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5088ac9f-032f-4965-93ee-2df7f3d8e974","order":122,"text":"Minutes of all proceedings at general meetings shall be entered in books kept for that purpose in accordance with section 618 of the Ordinance, and shall be signed by the chairperson of the meeting or of the next succeeding meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59505586-5594-41e9-a082-4c8288daf332","order":123,"text":"16. VOTES OF MEMBERS AND PROXIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"eccd2df7-db4c-4750-acbe-eb4e06909a0f","order":124,"text":"Every Member entitled to vote has one vote. A resolution put to the vote of a general meeting shall be decided on a show of hands unless a poll is duly demanded.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0e28b47b-2b53-49ae-a0b9-4658942b76d8","order":125,"text":"A poll may be demanded, in accordance with the Ordinance, by the chairperson of the meeting, by Members representing not less than 5 per cent of the total voting rights of all Members having the right to vote at the meeting, or by not fewer than five Members having the right to vote at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7142284a-aa6a-4b35-82a8-4e722502b0b4","order":126,"text":"In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting has a second or casting vote in addition to any other vote which he or she may have.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e9c09235-b5e9-4145-894c-460c42dc4b5b","value":"yes","type":"add","operator":"="}]},{"id":"fcb5e923-7846-4700-be8f-920c6f36fb39","order":127,"text":"In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting does not have a second or casting vote, and the resolution is accordingly not carried.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e9c09235-b5e9-4145-894c-460c42dc4b5b","value":"no","type":"add","operator":"="}]},{"id":"75a515e5-28a4-4d0a-992f-9c33151a5926","order":128,"text":"A Member entitled to attend and vote at a general meeting may appoint one or more proxies to attend, to speak and to vote in his or her stead. A proxy need not be a Member of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"129de650-0bd9-4e26-9638-c52fd489bc6c","order":129,"text":"A Member which is a body corporate may, by resolution of its directors or other governing body, authorise a person to act as its representative at any general meeting. That person is entitled to exercise on behalf of the body corporate the same powers as the body corporate could exercise if it were an individual Member, and shall produce evidence of the authorisation if the chairperson of the meeting so requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efc03f26-2ae7-40a2-b34c-135b00f775c0","order":130,"text":"A poll demanded on the election of a chairperson of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairperson of the meeting directs, being not more than 30 days after the demand, and the demand may be withdrawn before the poll is taken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f739ffe-ef45-4d0b-a7b3-5fe9e5e1af23","order":131,"text":"An Associate Member is not entitled to vote at a general meeting and may not appoint a proxy, but is entitled to attend and to speak at general meetings and to receive the documents circulated to Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7fc91d7a-67cb-473f-bde0-e9f6beb4e7c5","value":"two","type":"add","operator":"="}]},{"id":"402c09ac-9fd2-43c5-a2f3-8c0469e457a2","order":132,"text":"The instrument appointing a proxy shall be in writing, signed by or on behalf of the appointor, and shall be deposited at the registered office of the Company, or received by such electronic means as the Company may specify, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the proxy proposes to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5bd57b24-6bdc-485c-aec6-b153a33f9cb4","order":133,"text":"No objection shall be raised to the qualification of any voter except at the meeting at which the vote objected to is tendered, and every vote not disallowed at that meeting is valid. Any such objection shall be referred to the chairperson of the meeting, whose decision is final and conclusive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"02faf118-b2ec-437f-bafb-708fe7222eb0","order":134,"text":"17. WRITTEN RESOLUTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"6512e7af-6c22-4534-be30-793ff9de93a7","order":135,"text":"A resolution of the Members may be passed as a written resolution in accordance with the Ordinance, and a written resolution so passed has effect as if it had been passed at a general meeting duly convened and held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"883da738-d2be-4704-8862-a1b0e416f241","order":136,"text":"A written resolution may not be used to remove a Director or an auditor of the Company before the expiration of the term of office of that Director or auditor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e892c91-6f5b-4633-bb83-3d69161ff815","order":137,"text":"The Company shall send a proposed written resolution to every Member entitled to vote upon it, together with a statement of the manner in which agreement is to be signified and of the date by which the resolution must be passed, and shall record every written resolution passed in the minute books of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"000ad074-f963-4ba2-a3a5-5c8c6d174cf9","order":138,"text":"18. THE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"5a6fa6bd-a278-42c4-84db-92a574ad2240","order":139,"text":"The Company shall have a board of Directors, in whom the management of the Company is vested in accordance with these Articles and with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd59a47e-6c67-4c65-a53c-1b21769e0ab9","order":140,"text":"The number of Directors shall be not less than [Minimum number] and not more than [Maximum number]. In no case shall the number of Directors be fewer than two, as required of a company limited by guarantee by section 453 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a3a41971-63fc-48d1-be39-e6ed56ac16ef","order":141,"text":"A body corporate must not be appointed, and must not hold office, as a Director of the Company, as required by section 456 of the Ordinance. Every Director shall be a natural person of at least 18 years of age who is not disqualified from acting as a director under any law of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd009988-a9e8-4641-b8ec-f28ba757def6","order":142,"text":"The first Directors of the Company are the persons named as directors in the incorporation form delivered to the Registrar upon the application for registration of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fce2d634-6734-43d8-aecb-11e88650fbd6","order":143,"text":"A Director is not required to be a Member of the Company. A Director shall not be required to hold any qualification other than as provided by these Articles and by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d76c7c2-9ff2-48e2-82e0-9e8424869757","order":144,"text":"19. APPOINTMENT AND RETIREMENT OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"fda224f9-bf40-41b6-afad-28ae0d70f02f","order":145,"text":"The Company may by Ordinary Resolution appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the Board, provided that the total number of Directors does not thereby exceed the maximum fixed by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9dd39ec3-b75a-4bd0-917c-1c1fb9433c4d","order":146,"text":"The Board may appoint any person who is willing to act as a Director to fill a casual vacancy or as an addition to the Board. A Director so appointed holds office only until the conclusion of the next annual general meeting, and is then eligible for re-appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f09882c-70e8-445d-9a49-7d3d1aa930c9","order":147,"text":"At each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, the number nearest to but not exceeding one-third, shall retire from office. The Directors to retire in every year are those who have been longest in office since their last appointment or re-appointment; and as between persons who became or were last re-appointed Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. A retiring Director is eligible for re-appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df51f860-d320-40dd-866f-c5c27fc63ff5","value":"rotation","type":"add","operator":"="}]},{"id":"19e1e6d4-738e-4049-be0d-9a0fa11bc622","order":148,"text":"A Director appointed by the Board to fill a casual vacancy shall not be taken into account in determining the Directors who are to retire by rotation at the next annual general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df51f860-d320-40dd-866f-c5c27fc63ff5","value":"rotation","type":"add","operator":"="}]},{"id":"40f5ebce-18b8-4162-be1d-b3c5e3527b29","order":149,"text":"Each Director shall hold office for a term of [Number of years] years from the date of appointment and shall retire at the conclusion of the annual general meeting held in the year in which that term expires. A retiring Director is eligible for re-appointment. So far as is practicable, Directors shall be appointed in such manner that their terms of office expire in different years.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df51f860-d320-40dd-866f-c5c27fc63ff5","value":"fixed","type":"add","operator":"="}]},{"id":"b1702c73-50bb-4aa4-b666-4b20ad6f8379","order":150,"text":"The Company may by Ordinary Resolution remove a Director before the expiration of the period of office of that Director, in accordance with section 462 of the Ordinance, and may by Ordinary Resolution appoint another person in the place of the Director so removed. Special notice is required of any resolution to remove a Director, and the Director concerned is entitled to be heard at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff27ff1b-f1e5-4ad4-bb01-18dc1b7c7556","order":151,"text":"A Director may resign from office by notice in writing delivered to the registered office of the Company, such resignation taking effect upon receipt or upon such later date as may be specified in the notice, provided always that the number of Directors shall not thereby fall below the minimum required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aff48a81-7471-4e64-9192-623b3ae59b5c","order":152,"text":"The Company shall notify the Registrar of every appointment, resignation and removal of a Director, and of every change in the particulars of a Director, within the period prescribed by the Ordinance, and shall keep its register of directors up to date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c8270d01-2313-4b1e-8ea8-094692649634","order":153,"text":"20. ALTERNATE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"c759a44d-4337-4c0e-aefd-a6544d5b13a3","order":154,"text":"A Director may, by notice in writing delivered to the registered office of the Company, appoint another Director, or any other person approved by resolution of the Board, to act as an alternate Director in his or her place, and may at any time revoke that appointment in the same manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"289ac5bc-4b33-42d8-aeec-226cdf16b073","order":155,"text":"An alternate Director shall be a natural person of at least 18 years of age who is not disqualified from acting as a director under any law of Hong Kong. A body corporate shall not be appointed as an alternate Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3321f3a3-5eaa-47a9-a7e2-76097bef064b","order":156,"text":"An alternate Director is entitled to receive notice of meetings of the Board and of any committee of which the appointor is a member, to attend and to vote at any such meeting at which the appointor is not personally present, and to exercise the powers of the appointor in relation to written resolutions of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf985b94-ba56-481d-b550-167cfa3dbd62","order":157,"text":"An alternate Director who is also a Director in his or her own right has one vote in that capacity and, in addition, one vote for each appointor who is not personally present. An alternate Director is counted in the quorum only in respect of an appointor who is not personally present.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6603c7f8-3677-4cdb-8302-fa8add082b87","order":158,"text":"An alternate Director is an officer of the Company and not an agent of the appointor, is subject to the same duties as any other Director, and is responsible for his or her own acts and defaults. No remuneration shall be paid by the Company to an alternate Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6e823d6-a6b0-4763-bd62-0b1e6f7154ba","order":159,"text":"The appointment of an alternate Director determines automatically upon the appointor ceasing to hold office as a Director, or upon receipt by the Company of a notice of revocation, and the Company shall notify the Registrar of the appointment and of the cessation as the Ordinance requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9df4b95a-0052-4d49-84cc-c7dbd35a6c45","order":160,"text":"21. DISQUALIFICATION AND VACATION OF OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"a2f678b8-bb14-4e0d-91a2-b1f93637696b","order":161,"text":"The office of a Director is vacated if that Director becomes bankrupt, suspends payment or makes any arrangement or composition with creditors generally.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4bd6d59-ed6e-48e2-85e2-39cb60c79095","order":162,"text":"The office of a Director is vacated if that Director becomes, in the opinion of the Board, incapable by reason of mental or physical incapacity of discharging the duties of the office and remains so incapable for a continuous period of six months.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"290aa435-0891-4a1c-a38a-03347351e78f","order":163,"text":"The office of a Director is vacated if that Director is prohibited from being a director by an order made under any law of Hong Kong, or otherwise becomes disqualified from acting as a director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79bd28cf-e99e-4b09-bc2e-6eff5587f07e","order":164,"text":"The office of a Director is vacated if that Director is absent, without the permission of the Board and without an alternate Director having attended in his or her place, from three consecutive meetings of the Board, and the Board resolves that the office be vacated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef9038c8-f074-44fa-985c-d6966b84f872","order":165,"text":"The office of a Director is vacated if that Director is convicted of an offence involving fraud or dishonesty, or resigns, or is removed from office, or dies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f86001d6-9a68-44ec-bbd2-a5fd13287608","order":166,"text":"The vacation of office does not relieve a former Director of any liability incurred before the date of vacation, nor of any continuing duty of confidentiality owed to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"191f5697-e29b-48a4-93d4-9ab97832f5b9","order":167,"text":"22. POWERS AND DUTIES OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"c2f88eef-0894-4b66-a8ca-30075d5b2d64","order":168,"text":"The business and affairs of the Company shall be managed by the Board, which may exercise all the powers of the Company that are not, by the Ordinance or by these Articles, required to be exercised by the Company in general meeting, subject always to these Articles and to any direction given by Special Resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c16d266c-309e-423c-a3b0-150658ba5434","order":169,"text":"No alteration of these Articles and no direction given by Special Resolution invalidates any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d1ac240-b495-43cc-ac0c-071cf14cb096","order":170,"text":"Every Director owes to the Company the duties imposed by the Ordinance and at common law, including the duty under section 465 of the Ordinance to exercise reasonable care, skill and diligence, and the duty to act in good faith and exclusively in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f9b5aa3-3af8-4b3e-ba94-b941cfb947a9","order":171,"text":"The Board may delegate any of its powers in accordance with the Article entitled \"COMMITTEES AND DELEGATION\", but no delegation relieves the Board of its responsibility for the affairs of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"edce73a7-ca5b-4b70-932d-37113f0faa57","order":172,"text":"The Board may appoint from among the Directors a chairperson, a deputy chairperson, a treasurer and such other office-bearers as it thinks fit, and may at any time remove any person so appointed. An office-bearer so appointed shall receive no remuneration for holding that office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0705c716-60ec-468a-a85e-7d51b931d8bd","order":173,"text":"The Company shall not make a loan to a Director, nor enter into any guarantee or provide any security in connection with a loan made to a Director, except to the extent permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cefb0d56-125c-489f-a4f8-2aa5637fc845","order":174,"text":"The Board shall ensure that proper systems of internal control and financial management are maintained, that donations and grants are applied in accordance with any conditions attached to them, and that the Company complies with its obligations under the Ordinance and under any licence, approval or tax exemption granted to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94c96dd5-6984-4d5d-a09b-dd3a7aa3b8d0","order":175,"text":"23. PROCEEDINGS OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"72be68a4-e1dd-498b-a2db-db41189b1b6d","order":176,"text":"The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Not less than [Notice period] days' notice in writing of a meeting of the Board shall be given to each Director, unless all the Directors agree to shorter notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2dab32d-7b62-41e8-821d-2816c2a0aa4c","order":177,"text":"The quorum for a meeting of the Board is [Quorum for board meetings] Directors present in person or participating by electronic means, or such greater number as the Board may from time to time determine, provided that a quorum shall never be fewer than two Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f58663cd-6775-45ba-b012-ce8d42623b54","order":178,"text":"Questions arising at a meeting of the Board shall be decided by a majority of votes, and in the case of an equality of votes the chairperson of the meeting has a second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e9c09235-b5e9-4145-894c-460c42dc4b5b","value":"yes","type":"add","operator":"="}]},{"id":"f9b0c133-3df7-4e11-8e87-6035a8a28325","order":179,"text":"Questions arising at a meeting of the Board shall be decided by a majority of votes. In the case of an equality of votes the chairperson of the meeting does not have a second or casting vote, and the resolution is accordingly not carried.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e9c09235-b5e9-4145-894c-460c42dc4b5b","value":"no","type":"add","operator":"="}]},{"id":"2920dfba-15bb-4d0a-bd48-48b66e07932a","order":180,"text":"A meeting of the Board may be held by telephone, by video conference or by any other means of communication which enables all persons participating to hear one another throughout the meeting, and participation in that manner constitutes presence in person at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb99216b-a254-4053-a8d1-1a70bca38d65","order":181,"text":"A resolution in writing signed or approved by all the Directors entitled to receive notice of a meeting of the Board is as valid and effective as if it had been passed at a meeting of the Board duly convened and held, and may consist of several documents in like form, each signed or approved by one or more Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"184362bf-74fb-4557-83e5-8a94fff8cdf2","order":182,"text":"The Board may act notwithstanding any vacancy in its number, provided that if the number of Directors falls below the minimum required by law the continuing Directors may act only for the purpose of filling vacancies or of convening a general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d90ef9a-751a-42cd-9eb0-8da371839ac9","order":183,"text":"All acts done by any meeting of the Board, or of any committee, or by any person acting as a Director, are as valid as if that person had been duly appointed and was qualified to be a Director, notwithstanding that it is afterwards discovered that there was some defect in the appointment or that the person was disqualified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e4bc784-064c-4a33-9db2-3171402a1a52","order":184,"text":"Minutes of all proceedings of the Board and of every committee shall be kept in accordance with the Ordinance, shall be signed by the chairperson of the meeting or of the next succeeding meeting, and shall be preserved in accordance with the Article entitled \"MINUTES, REGISTERS AND RECORDS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"489d8e7f-7816-476a-8333-c289e5f5a086","order":185,"text":"24. COMMITTEES AND DELEGATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"02781605-ee8a-4af3-a3d5-7d2f1cee5a4c","order":186,"text":"The Board may delegate any of its powers to one or more committees consisting of such Directors and, where the Board thinks fit, such other persons as it may appoint. A committee shall not consist of a majority of persons who are not Directors, and no committee has power to bind the Company except as expressly authorised by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f95c6a5b-d8f3-4f02-a6ef-c081c17448df","order":187,"text":"The Board shall settle written terms of reference for every committee, specifying its powers, its quorum and the manner in which it is to report to the Board. Any power purported to be exercised in breach of those terms of reference does not bind the Company unless it is subsequently ratified by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14c88653-04ba-4493-a858-551a7d26b054","order":188,"text":"The proceedings of a committee shall be governed by the provisions of these Articles regulating the proceedings of the Board, so far as they are capable of applying and are not superseded by the terms of reference of the committee. Minutes shall be kept of the proceedings of every committee and shall be circulated to the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2dd2640-a11c-4cf8-b7bf-e92e38e95e70","order":189,"text":"The Board may establish a finance or audit committee to review the financial statements, the systems of internal control and the arrangements for safeguarding the assets of the Company, and shall consider the reports of that committee at least once in each financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a46c4c81-2a4c-4692-8491-fa719366592b","order":190,"text":"The Board may by power of attorney or otherwise appoint any person to be the agent or attorney of the Company for such purposes, for such period and upon such conditions as it thinks fit, and may confer upon that person such of the powers of the Board as the Board could itself exercise, subject to such restrictions as the Board may impose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a05864a0-3512-4516-aa7c-2dd2b29fd79e","order":191,"text":"The Board may appoint a chief executive or other principal officer, who shall not be a Director, and may delegate to that officer the day-to-day management of the Company upon such terms, including terms as to remuneration, as the Board thinks fit, subject always to the Article entitled \"APPLICATION OF INCOME AND PROPERTY\" and to the Article entitled \"REMUNERATION AND BENEFITS OF DIRECTORS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b65b7611-0777-4b78-8927-1bdf23fa7018","order":192,"text":"25. DIRECTORS' INTERESTS AND CONFLICTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"5466e591-ac06-4286-ae1f-da79d38c4d95","order":193,"text":"A Director who is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or in a proposed transaction, arrangement or contract, with the Company shall declare the nature and extent of that interest to the other Directors in accordance with the Ordinance, and shall do so as soon as reasonably practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d0b6dca-25eb-4e50-b185-4eafe7a89084","order":194,"text":"A Director shall not vote upon, and shall not be counted in the quorum in relation to, any resolution of the Board concerning a matter in which that Director has a material personal interest, and shall withdraw from the meeting while that matter is considered, unless the other Directors resolve that the interest is not material.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c98092a-9725-4aeb-9784-8d67b29d9886","order":195,"text":"The Board shall maintain a register of the interests declared by Directors, and shall record in the minutes every declaration made and every withdrawal from a meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"942f7c27-89ff-4c32-94aa-57346486b903","order":196,"text":"A Director shall not use the property, information or opportunities of the Company for the benefit of that Director or of any other person, and shall not accept any benefit from a third party by reason of being a Director, except with the prior approval of the Company in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ed0ff8e-c0b8-4951-8a79-786f74ee532f","order":197,"text":"Any transaction between the Company and a Director, or a person connected with a Director, shall be on terms no more favourable to that person than would be obtained on an arm's length basis, and shall be disclosed in the financial statements of the Company as required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5969bc1f-54e3-4ded-b8bb-ee28b7463af1","order":198,"text":"26. PATRONS AND HONORARY OFFICERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"7296bff0-3ebe-4832-b3d8-4c533e83001a","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S26"},{"id":"a61f78cf-a9f4-48dd-beae-142cacb992be","order":199,"text":"The Board may from time to time appoint one or more Patrons, Honorary Presidents, Honorary Advisers or other honorary officers of the Company, and may at any time revoke any such appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7296bff0-3ebe-4832-b3d8-4c533e83001a","value":"yes","type":"add","operator":"="}]},{"id":"48daa634-67fb-4d33-8e53-9b1e93d08c08","order":200,"text":"A Patron or honorary officer holds an honorary position only. That person is not, by virtue of the appointment, a Director or a Member of the Company, has no right to vote at meetings of the Board or at general meetings, and incurs no liability by reason of the appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7296bff0-3ebe-4832-b3d8-4c533e83001a","value":"yes","type":"add","operator":"="}]},{"id":"50509948-27cb-44c1-acc7-20eaee1f4bfe","order":201,"text":"No remuneration shall be paid to any Patron or honorary officer, save for the reimbursement of out-of-pocket expenses reasonably and properly incurred on behalf of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7296bff0-3ebe-4832-b3d8-4c533e83001a","value":"yes","type":"add","operator":"="}]},{"id":"a4fa9cb3-5553-48ba-9043-2502a035a8f3","order":202,"text":"27. THE SECRETARY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"05e4adbd-cc4c-4578-bd2c-8543029239cb","order":203,"text":"The Company shall have a Secretary appointed by the Board, who shall be an individual ordinarily resident in Hong Kong, as the Ordinance requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e48a7562-ef25-42cf-978b-33aa4ea9b2b8","order":204,"text":"The Board may appoint any person to act as Secretary for such term, at such remuneration and upon such conditions as it thinks fit, and may at any time remove the Secretary from office. A Director may also be appointed Secretary, subject to the Ordinance, but shall receive no remuneration or other benefit for acting as Secretary, so that the Article entitled \"REMUNERATION AND BENEFITS OF DIRECTORS\" is in no way circumvented.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77989f38-3668-48f2-aea0-703f39e3348b","order":205,"text":"The Secretary shall keep the registers and records required by the Ordinance, shall give notice of meetings, shall keep the minutes of general meetings and of meetings of the Board, and shall make such filings with the Registrar as are required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a13d86e5-518b-4010-b25d-de43f09f8ca6","order":206,"text":"The Company shall notify the Registrar of the appointment and of the cessation of office of the Secretary within the period prescribed by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd490b1a-7610-4621-b837-316c8f352c49","order":207,"text":"28. MINUTES, REGISTERS AND RECORDS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"14a75453-d1b7-4c3d-8e2a-cfce6b3a7558","order":208,"text":"The Company shall keep and maintain the Register of Members, the register of directors, the register of company secretaries, the register of significant controllers and such other registers and records as are required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"daf7322b-4b7a-4293-a40e-8ca7a8e5417e","order":209,"text":"The Company shall designate at least one representative to provide assistance relating to the register of significant controllers to a law enforcement officer, in accordance with the Ordinance, and shall keep that register up to date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78f5e2ca-a74e-42ad-b9e5-412a85dfcff0","order":210,"text":"The registers and records of the Company shall be kept at its registered office or at such other place in Hong Kong as the Board may determine and notify to the Registrar, and shall be open to inspection in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c83ef129-6c96-4b5d-98cc-7ba39b383c94","order":211,"text":"The Board shall ensure that the Company keeps accounting records which are sufficient to show and explain its transactions, to disclose with reasonable accuracy its financial position, and to enable financial statements to be prepared in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aff998ed-9939-467b-ba7d-eab872053027","order":212,"text":"The registers, minute books and accounting records of the Company may be kept in bound books or in any other legible form, including electronic form, provided that adequate precautions are taken against falsification and to facilitate the discovery of any falsification.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e6fb795-40b3-4f4f-a9db-5fd2f419b685","order":213,"text":"The accounting records of the Company shall be preserved for not less than seven years after the end of the financial year to which they relate. Records of resolutions and of meetings of the Members shall be preserved for not less than ten years, and the minute books and the statutory registers shall be preserved for the life of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c50e611-de53-4de2-bc2e-062acaf4ac77","order":214,"text":"The minutes of general meetings and of meetings of the Board, once signed, are prima facie evidence of the proceedings recorded in them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a6f33f6-38af-4309-a646-cb991bab10ec","order":215,"text":"29. FUNDS, BANKING AND FINANCIAL CONTROLS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S29"},{"id":"b241ff06-df08-4884-b637-34d26e6f175b","order":216,"text":"All money received by or on behalf of the Company shall be paid without delay into a bank account opened in the name of the Company with a bank licensed in Hong Kong, and shall be applied exclusively in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce9709da-ae7d-4f67-b666-9b4bf6990c4e","order":217,"text":"The Board shall determine the persons authorised to operate the bank accounts of the Company, and shall require that every payment exceeding such amount as the Board may fix from time to time be authorised by not fewer than two authorised signatories, of whom at least one shall be a Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f05eebb6-a713-46fb-9bb2-fd7048d8d48a","order":218,"text":"Where a donation, grant, legacy or other property is given to the Company subject to a condition, a trust or a restriction as to its application, the Company shall hold that property as a restricted fund, shall apply it only for the purpose specified, and shall account for it separately in its accounting records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60588758-f65a-44ed-912b-01e87925d878","order":219,"text":"The Board may set aside out of the funds of the Company such reserves as it thinks proper, whether designated for a particular purpose or held as a general reserve, and may invest or apply any reserve so created, provided that every reserve is held and applied exclusively in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22d03a18-b168-47ba-a00d-4299271d4cf1","order":220,"text":"The Board shall adopt and keep under review written financial procedures governing the authorisation of expenditure, the custody of assets, the reimbursement of expenses and the segregation of duties, and shall review the adequacy of those procedures at least once in each financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"820c21dd-ca8f-479b-8f1e-2b10955e3f40","order":221,"text":"No part of the funds of the Company shall be applied, directly or indirectly, to any purpose which is not charitable according to the law of Hong Kong, nor to the conferring of any gift or advantage upon a Member, a Director or a person connected with either of them, otherwise than as expressly permitted by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb6b8511-280e-4e8a-a529-e2930e2ee1d9","order":222,"text":"30. FUNDRAISING AND PUBLIC COLLECTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S30"},{"id":"26f5be8f-bd2f-47b9-9a12-354b7f57a904","order":223,"text":"The Company may raise funds by any lawful means in furtherance of the Objects, including by appeals to the public, sponsored events, the sale of goods and the provision of services, provided that the Company shall not undertake any permanent trading activity otherwise than in furtherance of the Objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"986e137c-428e-4046-94f4-cce92144f996","order":224,"text":"Before conducting any collection of money, or any sale of goods, in a public place, the Company shall obtain every permit, licence or approval required by law, including any permit required under the Summary Offences Ordinance (Cap. 228) or from the Social Welfare Department, the Food and Environmental Hygiene Department or any other competent authority, and shall comply with every condition attached to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf16dd64-6ea4-4172-af1d-50ca77758642","order":225,"text":"The Company shall account separately for the proceeds of every public collection, shall procure such verification of those proceeds as the terms of the relevant permit require, and shall publish the results of the collection where the law or the permit so requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"95d0baaa-8146-46a2-a51e-c41361d0a1b9","order":226,"text":"The Company shall not engage any commercial fundraiser except upon written terms which specify the remuneration payable, which require the fundraiser to comply with all applicable law and with the fundraising policies of the Company, and which have been approved by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee31c5a9-b438-4e67-8dd8-6de18dc4029d","order":227,"text":"The Board shall satisfy itself as to the lawful origin of any substantial donation and shall decline any donation the acceptance of which would be unlawful, would be inconsistent with the Objects, or would be likely to prejudice the reputation or the charitable status of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c45ecb4-d672-4ebd-b210-44ca4c382c2b","order":228,"text":"31. ACCOUNTS AND AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S31"},{"id":"c57c5525-47e7-46a5-8228-151d4ee07e6d","order":229,"text":"The financial year of the Company shall end on [Financial year end] in each year, or upon such other date as the Board may from time to time determine and notify to the Registrar in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d4c25db6-feca-4d9f-b44a-345f1c5eafcf","order":230,"text":"The Board shall in respect of each financial year prepare financial statements complying with the Ordinance, together with a directors' report, and shall lay them before the Company at the annual general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a1f798d-3290-47ac-966b-26f3b5dbe2dd","order":231,"text":"The financial statements of the Company shall be audited by an auditor appointed in accordance with the Ordinance, who shall report to the Members as required by law. Nothing in these Articles shall be construed as relieving the Company of the requirement to have its financial statements audited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8d2b6cd-1b4e-4646-b4e1-266cc9bccfa0","order":232,"text":"The Members may, by Ordinary Resolution of which special notice has been given, remove an auditor before the expiration of the term of office, and may appoint another auditor in that place, in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"081e33f6-c4f7-4eb7-83d5-3fff5658efa8","order":233,"text":"Where the Company qualifies as a small guarantee company falling within the reporting exemption under the Ordinance, the Board may prepare the financial statements and the directors' report in accordance with the simplified requirements applicable to such a company. Nothing in this Article relieves the Company of the requirement to have its financial statements audited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be08267d-143b-466e-bc54-ff4344e53acc","order":234,"text":"A copy of the financial statements, of the directors' report and of the auditor's report shall be sent to every Member and to every other person entitled to receive them not less than 21 days before the annual general meeting at which they are to be laid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2949b970-4cc9-443f-a6ed-3d2229ce492d","order":235,"text":"The Board shall ensure that the Company complies with any additional accounting, reporting or record-keeping requirement imposed by the Inland Revenue Department, by any grant-making body, or by any licence, approval or tax exemption granted to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f3dc85b-c8de-47e5-bf76-c78262010949","order":236,"text":"32. ANNUAL RETURN AND STATUTORY FILINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S32"},{"id":"6f5053fb-a6da-4689-8891-356798082796","order":237,"text":"The Company shall deliver to the Registrar an annual return in the prescribed form within 42 days after the anniversary of the date of its incorporation, in accordance with section 662 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd81e647-dcce-425c-90d4-10eb65537036","order":238,"text":"The Company shall deliver to the Registrar every notice, return, resolution and other document required by the Ordinance, within the period prescribed, and shall keep its particulars on the register up to date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84677b4d-a096-412a-8516-9750e5983dda","order":239,"text":"The Board shall procure that the Company holds a valid business registration certificate and complies with the Business Registration Ordinance (Cap. 310), and that every licence, permit or approval required for its activities is obtained and maintained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8bfad8a-e773-4c12-858c-0cc45f9d7ef5","order":240,"text":"33. COMMON SEAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S33"},{"id":"e39e11f2-3fbf-4c57-89fc-4df820708c12","order":241,"text":"The Company shall have a common seal, the custody and use of which shall be controlled by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}]},{"id":"3eb0cadb-32d1-4403-b056-65abb1009425","order":242,"text":"The common seal shall be affixed to a document only by the authority of a resolution of the Board, or of a committee authorised by the Board, and every document to which the seal is affixed shall be signed by one Director and countersigned by the Secretary or by a second Director, or by such other person or persons as the Board may from time to time appoint.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}]},{"id":"15897dbc-3a6a-41e7-bf62-c745bb76dd6c","order":243,"text":"The Company may have an official seal for use outside Hong Kong, and may have a securities seal, in each case in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}]},{"id":"b67cc289-081f-445b-a417-3a88e85a8315","order":244,"text":"The Board shall keep a register of every document to which the common seal is affixed, recording the date, the nature of the document and the persons who signed it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}]},{"id":"4828dc8b-f96f-4311-9644-93377743e99b","order":245,"text":"34. EXECUTION OF DOCUMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S34"},{"id":"4929e5ad-12d0-482c-82bb-e41b1a516d0d","order":246,"text":"A document is executed by the Company either by the affixing of its common seal in accordance with the Article entitled \"COMMON SEAL\", or by the signature of two Directors, or by the signature of one Director and of the Secretary, or by the signature of one Director in the presence of a witness who attests that signature.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"yes","type":"add","operator":"="}]},{"id":"c1717086-43a8-4e8f-8474-730d76c08930","order":247,"text":"A document is executed by the Company by the signature of two Directors, or by the signature of one Director and of the Secretary, or by the signature of one Director in the presence of a witness who attests that signature, in accordance with the Ordinance. The Company has not adopted a seal, and no sealing is required in order to bind the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"40d1e758-2cb5-401b-90af-32c28b055451","value":"no","type":"add","operator":"="}]},{"id":"ec736be4-a05a-4ffd-a4f1-304cd33ba2fc","order":248,"text":"A document executed in accordance with this Article and expressed, in whatever form of words, to be executed by the Company has the same effect as if it had been executed under seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77ca1117-5073-44fa-923d-38a9b1dc8626","order":249,"text":"A document is executed as a deed by the Company if it is executed in accordance with this Article, is expressed to be executed by the Company as a deed, and is delivered as a deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81ba64c7-f34b-40d1-9f21-3177d51f99b5","order":250,"text":"The Board may authorise any person, by resolution recorded in the minutes, to execute on behalf of the Company any document which is not required to be executed as a deed, and may limit that authority as to purpose, amount or duration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9206b59-3c57-4cbb-9057-456f8f952f44","order":251,"text":"A contract may be made on behalf of the Company by any person acting under its express or implied authority, and the Company is bound by a contract so made to the same extent as if it were a natural person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28156242-b603-4f0f-875b-0ac3e4d8ba74","order":252,"text":"35. COMPLIANCE AND PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S35"},{"id":"2c40fba8-d5a6-4468-85b1-ac70e6180314","order":253,"text":"The Company shall comply with every law applicable to its activities, and the Board shall adopt and keep under review such written policies as are necessary for that purpose, including policies on conflicts of interest, on the acceptance of donations, on the safeguarding of children and vulnerable persons where relevant to the Objects, and on the reporting of misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08f7b56f-eb3e-42c6-bfdd-b3bb3249474e","order":254,"text":"Neither the Company, nor any Director, officer, employee, agent or volunteer acting on its behalf, shall offer, solicit or accept any advantage in contravention of the Prevention of Bribery Ordinance (Cap. 201). Any advantage received in contravention of that Ordinance shall be surrendered to the Company or otherwise dealt with as the law requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12ac4a24-5f9d-459f-9592-7966925217f4","order":255,"text":"The Company shall collect, hold, process and use personal data relating to Members, donors, beneficiaries, employees and volunteers in accordance with the Personal Data (Privacy) Ordinance (Cap. 486), shall use such data only for the purpose for which it was collected or for a directly related purpose, and shall take all practicable steps to keep it secure and to erase it when it is no longer required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f68b8fb8-c410-4181-96ff-e6cd2d2ee6c5","order":256,"text":"The Board shall ensure that the Company maintains the insurance required by law, including employees' compensation insurance under the Employees' Compensation Ordinance (Cap. 282), together with such public liability and other insurance as is appropriate to the activities of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a351645b-bdf1-4050-91df-ab1efbe6ea8b","order":257,"text":"The Board shall establish a procedure enabling any Member, Director, employee or volunteer to report in confidence any suspected impropriety in the affairs of the Company, shall ensure that every such report is investigated, and shall ensure that no person suffers any detriment for having made such a report in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94d8a443-ca9b-4aff-86cb-7a108f097e04","order":258,"text":"36. NOTICES AND COMMUNICATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S36"},{"id":"4c60bd30-a684-41c3-8cbf-1784539eaa3d","order":259,"text":"Any notice or other document to be given under these Articles shall be in writing and may be given personally, sent by prepaid post to the registered address of the recipient, sent by electronic means to an address notified for that purpose, or published on the website of the Company where the recipient has agreed to that method.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b7a1bf6-6df1-4971-ae3f-67dbf59fd0fd","order":260,"text":"A notice sent by prepaid post is deemed to have been received on the second day after posting where the address is in Hong Kong, and on the fifth day after posting where the address is outside Hong Kong. A notice sent by electronic means is deemed to have been received on the day of transmission. A notice published on a website is deemed to have been received on the day of publication or, if later, on the day on which notification of the publication is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3de37983-e7b2-42a5-b1ee-958e8caf754c","order":261,"text":"A Member whose registered address is not in Hong Kong may notify the Company in writing of an address in Hong Kong, or of an electronic address, at which notices may be given, and is otherwise not entitled to receive notices from the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e6c4dba8-a26d-48f5-8ec3-ced54bc4d232","order":262,"text":"Every Member shall notify the Company in writing of any change in name, address or electronic address, and the Company is entitled to rely upon the particulars entered in the Register of Members until it is so notified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7098d1f-ef1e-4ab7-99c6-bdd9257ba1d6","order":263,"text":"37. INDEMNITY AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S37"},{"id":"9c6583ea-c743-408a-939c-d5b3119a20b2","order":264,"text":"Subject to the Ordinance, every Director, the Secretary and every other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by that person to a person other than the Company or an associated company of the Company in connection with any negligence, default, breach of duty or breach of trust in relation to the Company, in accordance with section 469 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"061ae4db-4a2e-4fdd-a887-57871fd7d049","order":265,"text":"The indemnity conferred by this Article does not extend to any liability which is excluded from a permitted indemnity provision by section 469 of the Ordinance. Any provision purporting to exempt a Director from, or to indemnify a Director against, liability which would otherwise attach to that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company is void under section 468 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b753823d-3785-4530-99bc-fcd4a44f31b5","order":266,"text":"The Company may purchase and maintain insurance for the benefit of any Director, of the Secretary or of any other officer against any liability incurred in relation to the Company, to the extent permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27e124db-2479-4d1e-9b50-145e0d29109d","order":267,"text":"The Board may, out of the funds of the Company, indemnify any employee, agent or volunteer of the Company against any liability properly incurred in the performance of duties undertaken on behalf of the Company, provided that the indemnity does not extend to liability arising from fraud, wilful default or gross negligence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d100c6ff-ad2a-4cdf-9dda-59173a936482","order":268,"text":"The existence of the indemnity contained in this Article shall be disclosed in the directors' report as required by section 470 of the Ordinance, and a copy of it shall be kept and made available for inspection by the Members in accordance with sections 471 and 472 of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0760aad4-9d76-4c8e-a6d9-6e187b549399","order":269,"text":"38. ALTERATION OF THESE ARTICLES AND CHANGE OF NAME","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S38"},{"id":"8c17a13b-2a97-4610-a876-2e2c00a38e38","order":270,"text":"Subject to the Ordinance and to this Article, the Company may alter these Articles by Special Resolution, and shall deliver to the Registrar a copy of the resolution and of the Articles as altered within the period prescribed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76f50f0c-faae-4852-b504-ca9d023e2054","order":271,"text":"No alteration shall be made to these Articles which would cause the Company to cease to be established exclusively for charitable purposes, or which would authorise the distribution of the income or property of the Company among its Members, or which would be inconsistent with the Article entitled \"APPLICATION OF INCOME AND PROPERTY\", the Article entitled \"REMUNERATION AND BENEFITS OF DIRECTORS\" or the Article entitled \"DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a3032fd-bb65-4ab4-8ce0-cf9ec060a02f","order":272,"text":"Where the Company is exempt, or applies to be exempt, from tax under section 88 of the Inland Revenue Ordinance (Cap. 112), no alteration shall be made to the Article entitled \"OBJECTS\", the Article entitled \"APPLICATION OF INCOME AND PROPERTY\", the Article entitled \"REMUNERATION AND BENEFITS OF DIRECTORS\" or the Article entitled \"DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS\" without the prior written consent of the Commissioner of Inland Revenue, and a copy of every alteration to these Articles shall be furnished to the Commissioner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01da9db2-c106-494d-9ef5-3566b8379ab6","order":273,"text":"For so long as a licence granted under section 103 of the Ordinance is in force, no alteration shall be made to these Articles which would be inconsistent with any condition attached to that licence, and the Company shall give to the Registrar such notice of any alteration as the Ordinance requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a305add0-bb40-4b0d-836c-d3ca9de27d66","value":"s103","type":"add","operator":"="}]},{"id":"50d45b29-7a22-41a3-889b-b0ef33b17a8e","order":274,"text":"The Company may change its name by Special Resolution, subject to the Ordinance and to the approval of the Registrar, and shall not adopt any name which would be inconsistent with its charitable character or with any licence granted to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2932f5fe-45e5-48c1-8c17-979597cea6d3","order":275,"text":"The Board shall procure that a copy of these Articles, as altered from time to time, is made available to every Member upon request and without charge, and that every alteration is notified to the auditor of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8e766ab-b67b-4691-985d-b98bcfc617ce","order":276,"text":"39. DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S39"},{"id":"278b5fb3-7def-4121-b442-3fddd58ed81b","order":277,"text":"If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, that property shall not be paid to or distributed among the Members of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4783a824-e51e-4f6a-87fc-7b59e8b243bb","order":278,"text":"Such remaining property shall be given or transferred to one or more other institutions or bodies having objects similar to the Objects of the Company, and which prohibit the distribution of their income and property among their members to an extent at least as great as is imposed upon the Company by these Articles. The institution or institutions concerned shall be determined by the Members of the Company by Special Resolution passed at or before the time of dissolution and, in so far as effect cannot be given to that provision, the property shall be applied to some other charitable object.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6860beba-eb67-47a3-bd02-782e50ef7863","order":279,"text":"Where the Company is exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112), any institution to which the remaining property is given or transferred shall itself be a charitable institution or trust of a public character which is exempt from tax under that section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1344a85c-43cc-4005-ab7f-5d932d53230c","order":280,"text":"No Member and no Director shall receive any part of the remaining property of the Company, whether directly or indirectly, save for the repayment of money properly lent to the Company or the reimbursement of expenses properly incurred on its behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"438135bc-50a0-4639-b8e1-ab6f10ef864c","order":281,"text":"The Company shall be wound up or dissolved in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the Ordinance, and the Board shall give such notice of the dissolution to the Commissioner of Inland Revenue and to any relevant regulator as may be required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9214ebad-f1e0-46a0-8ad1-fd917bbee728","order":282,"text":"40. GOVERNING LAW AND DISPUTES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S40"},{"id":"f6984b17-06d6-4cfd-bf17-39204469e1f5","order":283,"text":"These Articles are governed by, and shall be construed in accordance with, the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80d58ac7-987b-49b1-a8a8-4d1538ee06bd","order":284,"text":"Any dispute arising between the Company and a Member, or between Members in their capacity as such, concerning the construction or the application of these Articles shall first be referred to the Board, which shall use its best endeavours to resolve it. If the dispute is not resolved within 30 days of the referral, the parties shall attempt in good faith to settle it by mediation conducted in Hong Kong before commencing any proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64d60936-7113-49c8-9ab9-3f35dd8796d6","order":285,"text":"Nothing in this Article prevents any person from applying to the courts of Hong Kong for urgent interim relief, or from exercising any right conferred by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a3968355-41c3-498c-937f-22c040dd5b14","order":286,"text":"Subject to the foregoing, the courts of Hong Kong have exclusive jurisdiction in respect of any dispute arising out of or in connection with these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a130feb-f325-4ed8-88a8-6ee1b3ffec36","order":287,"text":"If any provision of these Articles is or becomes invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35857d47-f2d1-46c7-b441-088f10fa3404","order":288,"text":"ADOPTION BY THE FOUNDER MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"30"},{"id":"aa85b11a-65db-4cac-945c-eaa3a037f580","order":289,"text":"We, the persons whose names are subscribed below, are desirous of being formed into a company limited by guarantee under the name of [Full name of the Company] pursuant to these Articles of Association, and we respectively agree to become Members of the Company and to be bound by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7fcb8de2-551a-4eb3-aa99-cadfc9079fe2","order":290,"text":"Dated: [Date of adoption]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"29952473-1bc3-43bc-ba71-5105100a488c","order":291,"text":"Name of founder member: [Full name of founder member 1]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"0cd519b3-fac7-4593-9249-5d4b050ef4e4","order":292,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"7d4aeb44-c558-4751-8c76-b459873f25c8","order":293,"text":"Name of founder member: [Full name of founder member 2]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"17e71941-6d1f-48a2-93f6-4a42c291b98d","order":294,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"4121c196-c66a-47a3-95e7-127b48954f56","order":295,"text":"Name of founder member: [Full name of founder member 3]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"3","type":"add","operator":"="},{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"4","type":"add","operator":"="}]},{"id":"27715acf-f22b-4f2a-aa7e-8ce16fc438b3","order":296,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"3","type":"add","operator":"="},{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"4","type":"add","operator":"="}]},{"id":"3bcd44a1-785b-4241-a3d0-1ab4bb0d2e7d","order":297,"text":"Name of founder member: [Full name of founder member 4]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"4","type":"add","operator":"="}]},{"id":"0d13cb52-4890-4fff-962d-96fbe9a5dedc","order":298,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"08943d28-8a85-4897-9a6d-497abdb67334","value":"4","type":"add","operator":"="}]},{"id":"75f2dd29-9274-482b-8199-3ba4bd0c5bba","order":299,"text":"Witness to the above signatures:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f96d4178-b5c4-4d58-a5f0-966d7530944e","order":300,"text":"Name: ______________________________ Occupation: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b135caba-d7d1-429f-b87c-b17087a5a7f7","order":301,"text":"Address: ______________________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7281046c-50a7-4113-a118-5bb4137e6e70","order":302,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]