THE COMPANIES ORDINANCE, (CHAPTER 32)
Company Limited by Guarantee and not Having a Share Capital
MEMORANDUM OF ASSOCIATION
OF
HKU COMPUTER SCIENCE ALUMNI ASSOCIATION LIMITED
(a) To liaise with graduates of the Department of Computer Science, The University of Hong Kong.
(b) To contribute to the society at large in the computer science, computer engineering, and information technology field.
(c) To promote relationship and better understanding amongst graduates, students, and staff members of the Department of Computer Science, The University of Hong Kong.
(d) To promote an understanding of and concern for the society of Hong Kong and world affairs.
(e) To initiate and assist in the professional furtherance of its members.
(f) To organize recreational, social and cultural activities for the benefits of its members.
(g) To promote the welfare of its members.
(h) To promote interest in sports and games of all kinds and to organize, train, sponsor and maintain teams to play games and matches amongst its members or members of the public and with other clubs or organizations.
(i) To promote and hold either alone or jointly with any other society, club or person conferences, meetings, gatherings, exhibitions, seminars, dinners, balls, concerts and other activities deemed to be necessary by the Association.
(j) To publish pamphlets, books, magazines, newspapers or any other kinds of publications to achieve its objects.
(k) To provide Internet services, at a fee or otherwise, to its members.
(l) To establish and maintain libraries and to furnish the same with books, reviews, magazines, newspapers, film materials, records, cassettes, tapes and others which may be thought desirable for the promotion of the interests of the Association and its members.
(m) To establish, maintain, operate, manage and carry on non-profit making educational institutions and to provide for the delivery and holding of lectures, exhibitions, meetings, classes and conferences, calculated directly or indirectly to advance education.
(n) To take necessary steps to publicize the aims, news and activities of the Association and from time to time as determined by the Association.
(o) To hire and employ all classes of persons considered necessary for the purposes of the Association and to pay to them and to other persons in return for services rendered to the Association.
(p) To invest the moneys of the Association not immediately required upon such securities or otherwise in such manner as may from time to time be determined.
(q) To borrow any money required for the purposes of the Association, upon such terms and on such securities as may be determined.
(r) To sell, improve, manage, develop, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Association.
(s) To devise schemes to raise money by means of donations or otherwise as from time to time as the Association shall think fit.
(t) To accept subscriptions, donations devises and bequests of any movable or immovable property or fund for all or any of the purposes aforesaid.
(u) To defend any direct or indirect action proceedings against the Association.
(v) To take any necessary steps, by the Association itself or in cooperation with other organizations, to achieve its aims.
(w) To do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them.
(x) The objects set out in any paragraph of this clause shall not be in any way limited by reference to or inference from the terms of any other paragraph, or by the name of the Association. None of such paragraphs or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxilliary to the objects mentioned in any other paragraph, and such paragraph shall be deemed to contain a separate main object of the Association.
Provided that the Association shall not support with its funds any objects, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Association would make it a trade union.
We, the several persons whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association:-
Names, Addresses and Descriptions of Subscribers
CHIN Yuk Lun, Francis (錢玉麟)
Professor
LAU Chi Moon, Francis (劉智滿)
Senior Lecturer
CHEUNG Siu Nang, Bruce (張少能)
Lecturer
CHAN Kwok Pui (陳國培)
Senior Systems Consultant
Dated the 27th day of October, 1995
WITNESS to the above signatures:-
CHAN Kwok Ki, Alfred
Certified Public Accountant
Room 1701, Ritz Building
625 Nathan Road, Kowloon
Hong Kong
THE COMPANIES ORDINANCE, (CHAPTER 32)
Company Limited by Guarantee and not having a Share Capital
ARTICLES OF ASSOCIATION OF HKU COMPUTER SCIENCE ALUMNI ASSOCIATION LIMITED
"The Ordinance" means the Companies Ordinance (Chapter 32) of the laws of Hong Kong.
"Association" means the above-named "HKU Computer Science Alumni Association Limited" (Chinese name inserted here).
"Department" means the Department of Computer Science, The University of Hong Kong.
"Member" means member of the Association.
"Annual General Meeting" shall mean the general meeting of the members of Association specially summoned under this Articles.
"Executive Committee" means the executive committee of the Association.
"General Meeting" means the general meeting of the members of the Association whether annual or extraordinary.
"The Seal" means the Common Seal from time to time adopted by the Association.
"In writing" means written or printed or partly written and partly printed.
When any provision of the Ordinance is referred to, the reference is referred to such provision as modified by any Ordinance for the time being in force.
Words importing the masculine gender only shall include the feminine and neutral genders.
Words importing the singular number only shall include the plural and vice versa.
Unless the context otherwise requires, expressions defined in the Ordinance or any statutory modification thereof in force at the date at which these articles become binding on the Association shall have meanings so defined.
Members
(a) Any person who has attended a program solely or jointly offered by the Department shall be eligible to apply for ordinary membership.
(b) A current or former staff member of the Department shall be eligible to apply for associate membership.
(c) A student who is registered on a full-time course of study of at least one year's duration or a part-time course of study of at least two year's duration of the Department shall be eligible to apply for student membership.
(d) A person upon whom the Association has conferred the privilege of membership as a mark of honour or respect shall be eligible to take up honorary membership.
(e) A person invited by the Executive Committee to become a member of the Association shall be eligible to take up affiliate membership.
Rights and Obligations of Members
(a) To vote and to stand for election as office bearers of the Association;
(b) To propose and second motions and to make proposals for amendments to resolutions;
(c) To enjoy all rights and privileges afforded by this Memorandum and Articles of Association; and to participate in all activities of the Association.
(a) To observe and comply with this Articles and all resolutions passed by the Association.
(b) To pay the prescribed fees, subscriptions and special fees.
(c) To maintain and promote the reputation and rights of the Association.
Associate members shall be entitled to all benefits enjoyed by ordinary members except that they shall not hold office, or propose, or second resolution, or vote at meetings of the Association or act as proposers or seconders in a membership application.
General Meetings
(b) An Annual General Meeting shall be held in every calendar year at such time (not being more than fifteen months after the holding of the last preceding Annual General Meeting) and place as may be prescribed by the Executive Committee.
(c) The above-named general meetings shall be called "Annual General Meetings"; and other general meetings shall be called "Extraordinary General Meetings".
Notice of General Meetings
Proceedings of Meetings
The Executive Committee
(a) The Executive Committee shall consist of at least five members elected by the Association at a General Meeting. The members of the First Executive Committee shall be appointed by a majority of the subscribers to the Memorandum of Association who shall hold office until the First General Meeting of the Association, when they shall retire but shall be eligible for re-election.
(b) Other than the First Executive Committee, the members of any subsequent Executive Committee of the Association shall be proposed, seconded and elected by from and among the members at each Annual General Meeting. They shall hold office until the next Annual General Meeting when they shall retire, but shall be eligible for re-election. In any case, candidate for the post of the President shall not be re-elected for 3 consecutive years.
(a) become bankrupt;
(b) become prohibited from being a member by reason of any Order made under Section 275 of the Ordinance; or
(c) be found lunatic or become of unsound mind; or
(d) resign his office by notice in writing to the Association; or
(e) have a vote of non-confidence moved and passed against him.
The Power of the Executive Committee
The Sub-Committees
The Seal
Accounts
(a) All sums of money received and expended by the Association and the matter in respect of which the receipt and expenditure takes place;
(b) All sales and purchases of goods by the Association;
(c) The assets and liabilities of the Association.
Audit
Notices
Winding Up
Names, Addresses and Descriptions of Subscribers
CHIN Yuk Lun, Francis (錢玉麟)
Professor
LAU Chi Moon, Francis (劉智滿)
Senior Lecturer
CHEUNG Siu Nang, Bruce (張少能)
Lecturer
CHAN Kwok Pui (陳國培)
Senior Systems Consultant
Dated the 27th day of October, 1995
WITNESS to the above signatures:-
Certified Public Accountant
CHAN Kwok Ki, Alfred
Room 1701, Ritz Building
625 Nathan Road, Kowloon
Hong Kong