THE COMPANIES ORDINANCE, (CHAPTER 32)

Company Limited by Guarantee and not Having a Share Capital

MEMORANDUM OF ASSOCIATION

HKU COMPUTER SCIENCE ALUMNI ASSOCIATION LIMITED

The name of the company (hereinafter called the Association) is "HKU COMPUTER SCIENCE ALUMNI ASSOCIATION LIMITED (港大計算機科學畢業同學會有限公司)"
The registered office of the Association will be situated in Hong Kong.
The Association shall be a non-profit making body with the following objects:
(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.
The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the association as set forth in this Memorandum of Association, 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 the members of the Association. PROVIDED that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding the current banking rate on money lent, or reasonable and proper rent for premises demised or let by any member to the Association; but so that no member of the Executive Committee of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any member of such Executive Committee except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Association; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Executive Committee may be a member and in which such member shall not hold more than one- hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
The liability of its members is limited.
Every member of the Association undertakes to contribute to the assets of the Association, in the event of its being wound up while he is a member, or within one year after he ceased to be a member, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding One Hong Kong Dollar.
If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution and in default thereof by a Judge of the Supreme Court of Hong Kong having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
True accounts shall be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Association; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts of the Association shall be examined, and the correctness of the balance sheet ascertained by one or more Certified Public Accountant or Accountants.

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

Interpretation

In this Articles unless there is something in the subject or context inconsistent therewith:
"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.
The Association is established for the purpose expressed in the Memorandum of Association.
Members
For the purposes of registration, the number of members of the Association is to be taken to be unlimited.
The subscribers to the Memorandum of Association and such other persons as the Executive Committee shall admit to membership shall be members of the Association in accordance with the Memorandum and Articles of the Association.
The Association shall consist of ordinary, associate, student, honorary and affiliate 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.
Any candidate desiring to become a member of the Association shall sign an application form prescribed by the Executive Committee.
All applications for admission shall be considered by the Executive Committee. Upon such application being approved and accepted by the Executive Committee and upon payment of the subscription fee the applicant shall become a member of the Association. The Executive Committee shall have power to accept or reject the application or postpone the decision as to the acceptance thereof, and is not bound to assign any reason for such refusal.
Members admitted for the first time may pay an annual subscription at a reduced rate as from time to time the Executive Committee may desire.
Existing members of the Association shall pay an annual subscription. The amount payable for the annual subscription shall be such as the Association in General Meetings shall from time to time prescribe.
On the admission of membership as aforesaid, the admitted member shall within one month of notification pay to the Association the annual subscription.
The annual subscription, if any, shall be payable within the period from 1st to 31st of July each year and in the case of newly admitted members one month from the date of notification of membership, failing which he shall ipso facto cease to be a member of the Association, but shall be eligible for re-admission.
No newly admitted member shall be deemed a member or entitled to the rights and privileges of membership until an annual subscription has been duly paid.
Any member desiring to withdraw from the Association may give written notice to the Association of such intention.
Any member who has resigned or has been expelled from the Association shall cease to be member and his name shall be removed from the list of members and shall have no more interest or right in the Association, and shall not be entitled to the return of the subscriptions or donations previously paid by such member but shall nevertheless remain liable for and shall pay to the Association all moneys due from him to the Association.
Rights and Obligations of Members
Ordinary members shall be entitled to the following rights and privileges:-
(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.
All members shall fulfill the following obligations:-
(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.
If the conduct of any member be such as to cause serious detriment to the good name of the Association, and be considered as unbecoming, the Executive Committee may recommend expulsion of such member by an Extraordinary General Meeting held specifically for such purpose.
Members changing their place of residence shall give due notice to the Honorary Secretary of the Association and furnish him with an address to which notices and letters may be sent. All notices and letters sent by post or otherwise to such address (in default of notice of change of address) shall be considered as duly received by the member.
General Meetings
(a) The first General Meeting shall be held at such time not being more than three months after the incorporation of the Association.
(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".
The Executive Committee may whenever they think fit convene an Extraordinary General Meeting; and Extraordinary General Meetings shall be convened by the Executive Committee on requisition or in default may be convened by the requisitionists in the manner provided by Section 114(3) of the Ordinance, and the proceedings of such Extraordinary General Meeting summoned or requisitioned shall be subject to the provisions of this Articles.
Notice of General Meetings
Subject to the provisions of Section 114 (3) of the Ordinance , an Annual General Meeting and a meeting called for the passing of a special resolution shall be called by 21 days' notice in writing at the least, and a meeting of the Association other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by 14 days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons as are, under the regulations of the Association, entitled to receive such notices from the Association.
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at any meeting.
Proceedings of Meetings
All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the Executive Committee and Auditors, and the election of the Executive Committee in the place of those retiring and the appointment of auditors and the fixing of their remuneration. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business unless it is otherwise provided in this Articles. The quorum shall consist of not less than 15 ordinary members at a General Meeting.
A valid resolution of any meeting, having a quorum, must be passed by the majority of the members present. The chairman may, with the consent of any General 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, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall be postponed to such other day, time, and place as the Executive Committee may by notice to members appoint but in no case the time so appointed should exceed 28 days from the date of the original meeting. If at the adjourned meeting, a quorum is not present within one hour from the time appointed for the meeting, the ordinary members present shall be a quorum.
At any General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least 2 members present in person, and entitled to vote and, unless a poll is so demanded, a declaration by the chairman that resolution has, by a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the books of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote.
The President of the Association shall preside over all the General Meetings. In case he is absent the Vice-President shall take the chair, and if the Vice-President is also absent (at 20 minutes after the appointed time of the meeting), the Executive Committee present shall elect among themselves one chairman to preside over the meeting. In case all the above-mentioned persons are absent, a member of those present shall be chosen to act as the chairman.
Every ordinary member shall have one vote.
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.
The Executive Committee shall consist of one President, one or more Vice-President, one Honorary Secretary, one Honorary Treasurer.
The Executive Committee shall be empowered to appoint members to fill vacancies during its unexpired term of office as acting officers except the office of the President.
In case of the office of the President becomes vacant, the Vice-President shall become President for his unexpired term.
A vote of non-confidence for infringement of this Articles, and/or negligence of duties and/or unbecoming conduct may be moved against any member of the Executive Committee by 2/3 of the ordinary members present at an Extraordinary General Meeting held specifically for that purpose. A vote so passed shall call for the immediate resignation of the person or persons against whom the vote is moved.
The Executive Committee shall meet not less than once every two months for the despatch of business. Unless otherwise determined, six members shall constitute a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or a casting vote.
The office of member of the Executive Committee shall be vacated, if such member shall:-
(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 Executive Committee may by resolution invite distinguished persons who have significant contributions to the Department of Computer Science, The University of Hong Kong in the past or at present, to be Honorary Advisors who shall hold office for the remainder of the term of office of the existing Executive Committee. Honorary Advisors may be invited to attend meetings and to express their opinion, but shall have no voting rights. The number of Honorary Advisors shall not be more than five.
The management of the business and control of the Association shall be vested in the Executive Committee. which, in addition to the powers and authorities and discretions by these presents or otherwise expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done by the Association, and are not hereby or by the Ordinance expressly directed or required to be exercised or done by the Association in general meeting, but subject nevertheless to the provisions of the Ordinance, and of these presents, and to any regulations from time to time made by the Association in general meeting not being inconsistent with such provisions or these presents, but no regulation so made shall invalidate any prior act of the Executive Committee which would have been valid if such regulation had not been made. The Executive Committee shall carry into effect any resolution passed by the general meeting and control of the affairs of the Association.
The Sub-Committees
The Executive Committee may delegate any of its powers to any sub-committee consisting of such members of its body or other members of the Association as it shall think fit and may from time to time revoke such delegation or revoke the appointment of any such sub-committee or any members thereof. Any sub-committee so formed shall, in the exercise of the powers delegated, conform to any regulations that may from time to time be imposed on it by the Executive Committee.
The Executive Committee may exercise all the powers during a meeting convened when a quorum is present.
All acts done by the Executive Committee in any meeting shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any member of the Executive Committee or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Executive Committee.
In the event of any special matters, and if it is deemed necessary the Executive Committee may, subject to the same not being inconsistent with these regulations institute for the time being such rules and by-laws in connection therewith. Such rules and by-laws shall be passed by a majority of members present at a meeting of the Executive Committee before the same shall have effect.
The Seal
The Seal of the Association shall not be affixed to any instrument except by authority of a resolution of the Executive Committee and in the presence of the President, or the Vice-President, and one member of the Executive Committee or such other persons as the Executive Committee may appoint for the purpose, and such persons shall sign every instrument to which the Seal of the Association is so affixed in their presence.
Every deed or other instrument to which the Seal is required to be fixed and all bills of exchange, cheques, drafts, or orders for payment shall be signed by any two of the following persons: the President, Vice-President, Honorary Secretary, and Honorary Treasurer.
Accounts
The Executive Committee shall cause proper books of account to be kept with respect to:-
(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.
The books of account shall be kept at the registered office of the Association, or at such other place or places as the Executive Committee thinks fit, and shall always be open to the inspection of the members of the Executive Committee.
The Executive Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of the members, not being members of the Executive Committee, and no member (not being a member of the Executive Committee) shall have any right of inspection any account or book or document of the Association except as conferred by statute or by the Memorandum and Articles of Association or authorised by the Executive Committee or by the Association in general meeting.
The Executive Committee shall from time to time in accordance with the Ordinance, cause to be prepared and to be laid before the Association in general meeting such income and expenditure accounts, balance sheets and reports as are referred to in that Section. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in general meeting together with a copy of the auditor's report shall not less than twenty one days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the Association.
Audit
Auditors shall be appointed and their duties regulated in accordance with the provisions of the Ordinance.
Notices
A Notice may be given by the Association to any member either personally or sending it by post, or by any electronic means to him to his last registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing, and posting a letter containing the notice, and to have been effected at the expiration of 24 hours after the letter containing the same was posted.
Any notice may be served on any member who has no registered address within Hong Kong and has not supplied to the Association an address within Hong Kong for giving of notice to him, by exhibiting the same in the Registered Office of the Association for twenty- four hours at the expiration of which period such notice shall be deemed to have been served upon him.
Unless otherwise required by the Ordinance, all accounts books, documents and notices shall be in Chinese or English or both.
Winding Up
The Provisions of Clause 6 & 7 of the Memorandum of Association relating to the winding-up or dissolution of the Association shall have effect and be observed as if the same were repeated in this Articles.