ARTICLES OF ASSOCIATION OF the Environmental Management Association of Hong Kong

1.  In these articles unless there is something in the subject or context inconsistent therewith:

“ The Association” means the above-named “Environmental Management Association of Hong Kong”

“ Member” means member of the above-named Association in the respective categories as stipulated in these Articles of Association.

“ Executive Committee” means the Executive Committee of the Association.

“Annual General Meeting” shall mean the general meeting of the members of the Association specially summoned under these articles.

“General Meeting” means the general meeting of the members of the Association whether annual or extraordinary.

“Common 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 to such provision as modified 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.

2. The Association is established for the purpose expressed in Memorandum of Association.

Members

3.  For the purposes of registration, the number of members Association is declared not to exceed 1000.

4.  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 & articles of the Association.

5. The Association shall consist of full members, associate members, corporate members, fellow members, honorary members and student members.

6. (a) Any person who has completed a MSc course in the environmental management field at the University of Hong Kong, or other eligible universities, shall be eligible to apply to the Executive    Committee to join as a full member.

(b) Any person who is presently or has been pursuing an undergraduate or postgraduate, diploma, certificate, School of Professional and Continuing Education or other extra-mural or part-time courses in the environmental management field at the University of Hong Kong, or other eligible universities, shall be eligible to become student member.

7.  Any person with a bona-fide interest in the Association may be accepted as an associate member at the discretion of the Executive Committee.

8. Any full member who has made a distinguished contribution to the environmental aspect in Hong Kong may become a fellow member, at the discretion and invitation of the executive committee.

9.   Any company and/or association which is interested in supporting the activities of the Association may become a corporate member, at the discretion of the executive committee

10.  Any candidate desiring to become a full member of the Association shall sign an application form prescribed by the Executive Committee.

11.   All applications for admission shall be considered by the Executive Committee. Upon such application being approved and accepted by the Executive Committee and upon the 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.

12.  Full members, associate members and student members admitted for the first time may pay an annual subscription at a reduced rate and for such period to be determined by the Executive Committee from time to time.

13. Existing full members, associate members and student members of the Association shall pay an Annual Subscription. The amount payable for the Annual Subscription shall be such as the Association in General Meeting shall from time to time prescribe.

14.  On the notification of admission of membership as aforesaid, the admitted Member shall within 14 days of notification pay to the Association the annual subscription.

15.     The Annual Subscription shall be payable within the period from 1st January to 31st March each year and in the case of newly admitted members three months from the date of notification of membership, failing which he shall ipso cease to be a member of the Association, but shall be eligible for re-admission.

16.     No newly admitted member shall be deemed a member or entitled to the rights and privileges of membership until such annual subscription have been duly paid.

17.    Any member desiring to withdraw from the Association may give written notice to the Association of such intention.

18.    Any member who has resigned or has failed to pay the annual or other subscriptions to the Association despite notice of not less than 14 days being sent to much member’s last reported or known address 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.

Right and Obligations of Members

19.       full members shall be entitled to the following rights and privileges:

(a)       To vote and to stand for election of office bearers of the Association;

(b)       To propose actions and to make proposals for amendments to resolutions;

(c)       To enjoy all rights and privileges afforded by Memorandum and Articles of Association; and to participate in all activities of the Association.

20.       All members shall fulfill the following obligations;

(a)   To observe and comply with the Articles of Association 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.

21.   Student members and associate members shall be entitled to all benefits enjoyed by life members and full members except that they shall not hold office, or propose, or second resolution.

22.    If the conduct of any member be such as in the opinion or belief of the Executive Committee has or would cause detriment to the reputation or goodwill of the Association or those of its members, or be considered as unbecoming, the Executive Committee may in its discretion resolve on expulsion of such member and serve notice to such effect to such member whether with or without giving any reason for such expulsion. Such member may within 14 working days of issue of such notice, appeal to the members in general meeting in writing signed by such member directed to the President or General Secretary of the setting out the reasons why such member should not be expelled. In such event, the membership of such member shall be suspended pending the determination of the appeal in the next general meeting of members of the Association, whose decision shall be final and conclusive.

23.     Members changing their place of residence shall give due notice to the General 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 Meeting

24.    (i) The first General Meeting shall be held at such time not being less than one month nor more than three after the incorporation of the Association.

(ii) The 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 general meeting) and place as may be presented by the Executive Committee.

The Executive Committee may whenever they think fit convene an extraordinary general meeting

Notice of General Meetings

25.     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 articles of the Association, entitled to receive such notices from the Association:

Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed-

(a)  in the case of a meeting called as the annual general meeting, by all the member entitled to attend and vote thereat; and

(b)  in the case of any other meeting, by a majority in number of the members having right to attend and vote at the meeting, being a majority together representing not less than 95 per cent of the total voting rights of all the members entitled to attend and vote at that meeting.

26.    The accidental omission to give notice of a meeting to or the non-receipt of notice of meeting by any member shall not invalidate the proceedings of any meeting.

Proceedings of Meetings

27.   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 recuperation. 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 and continues to be present until the conclusion of the meeting. The quorum shall consist of not less than 25 full members or life members or both at a general meeting.

28.    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 which the adjournment took place. When a meeting is adjourned for 14 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.

29.    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 21 days from the date of the original meeting.

30.   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 or hands takes place or at which the poll is demanded shall be entitled to a casting vote.

31.   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 meetings) 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 chairman.

32.    Every full member shall each have one vote.

The Executive Committee

33.   The Executive Committee shall consist of not less than eight nor more than twenty one members elected by the Association at a general meeting. The terms of office of the members of the Executive Committee shall be two years and who shall hold office until the next General Meeting, whichever the later. A retiring committee member shall be eligible for re-election.

34.    The Executive Committee shall consist of one President, one Vice-President (internal), one Vice-President (External), one Vice President (training), one Vice President (policy research), one Vice President (activities) one General Secretary, one Treasurer, and other committee members with or without functional descriptions as the case may be.

35.   The Executive Committee shall be empowered to appoint members to fill casual vacancies during its unexpired terms of office as acting officers except the President.

36.  In case of the office of the President becomes vacant the Internal Vice-President and failing him , the External Vice President shall become President of the Association for his unexpired term.

37.     A vote of non-confidence for infringement of Articles of Association, and/or negligence of duties and /or unbecoming conduct may be moved again any member of the Executive Committee in 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.

38.    The Executive Committee shall normally meet once every two months for the dispatch of business. Unless otherwise determined, 5 members of the Executive Committee shall constitute a quorum. Question 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.

39.    The office of member of the Executive Committee shall be vacated, if such member shall: –

(a)    become bankrupt or be convicted of a criminal offence and serving an immediate custodial sentence for over 3 months

(b)     be found lunatic, decreased or become of unsound mind;

(c)     resign his office by notice in writing to the Association;

(d)     have a vote of non-confidence moved and passed against him, or

(e)     cease to be a Member

The Power of the Executive Committee

40.    The Executive Committee may by resolution invite distinguished persons to be Honorary members, Advisors or such honorary designations or appointments of the Association as the Executive Committee may deem appropriate who shall hold office for the remainder of the term of office of the existing Executive Committee. Honorary Advisors or appointees of such honorary designations may be invited to attend meetings and to express their opinion, but shall have no voting rights.

41.    The management of the business and control of the Association shall be vested in the Executive Committee which shall be entitled to exercise all powers in the interests of the Association. The Executive Committee may exercise all such powers and do all such acts and things as may be exercised or done by the Association, , but subject nevertheless 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 action so made shall invalidate any prior act for 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 contents of the articles of the Association.

The Sub-Committees

40(a) The Executive Committee may delegate any of its powers to any sub-committee consisting of such members of its body 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.

40(b)   (i) Notwithstanding Article 40 (a) hereof, the Executive Committee shall within one month of the date of the Annual General Meeting from time to time appoint a Consultative Sub-Committee (hereinafter referred to as “the Sub-Committee”) which Sub-Committee shall comprise not less than 9 nor more than 21 members provided that one such member must be the Immediate Past President of the Executive Committee. In addition, the President and two other members of the current Executive Committee shall be Ex-officio members of the Sub-Committee.

(ii) The Terms of the Sub-Committee shall commence upon its appointment by the current Executive Committee and shall terminate forthwith upon the election of the next Executive Committee.

(iii) Members of the Sub-Committee shall at its first meeting for the session elect amongst themselves a Chairman, a Vice-chairman and an Honorary Secretary to ensure proper functioning of the Sub-Committee and as coordinators with the Executive Committee. Ex-officio members shall not hold office in the Sub-Committee.

(iv) The Sub-Committee shall principally advise the Executive Committee on matters which are fundamental strategic and directional in nature. It may also advise on such other matters as may be requested by the Executive Committee from time to time.

41.   The Executive Committee may exercise all the powers during a meeting convened when a quorum is present.

42.   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.

43.    In the event of any special matter, an 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, provided that such rules and by-laws may be set aside by a resolution of the members in general meetings.

The Seal

44.    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 a Vice-President, and one member of the Executive Committee or such other person or persons as the Executive Committee may appoint for the purpose, and such person or persons shall sign every instrument to which the Seal of the Association is so affixed in his, her or their presence.

45.    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 members of the Executive Committee.

Accounts

46.    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

47.    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. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Association in general meeting, together with a copy of the Executive Committee’s report and a copy of the auditor’s report, shall not less than 21 days before the date of the meeting be sent to every member of the Association.

48.    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 authorized by the Executive Committee or by the Association in general meeting.

49.    The Executive Committee shall form time to time in accordance with Section 122, 120D and 129G of the Ordinance, cause to be prepared and to be laid before the Association in annual general meetings such profit and loss accounts, balance sheets, auditor report and report of the Executive Committee, such reports to be sent to every member of the Association to his last known or reported address in Hong Kong not less than 21 days before the date of the general meeting.

Audit

50.    Auditors shall be appointed and their duties regulated in accordance with sections 131, 140 and 141 of the Ordinance.

Notices

51.    A Notice may be given by the Association to any member either personally or sending it by post to him to his last registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected y properly addressing, prepaying, 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.

52.    Every member shall give the Association an address for serving notices in Hong Kong. If a member has no registered address in Hong Kong and has not supplied an address in Hong Kong to the Association for the giving of notices a notice addressed to him and advertised in English once in either the South China Morning Post or in the Hong Kong Standard and in Chinese once in the Sing Tao Jih Pao or such papers as the Secretary for Home Affairs may approve for the purpose of giving notice shall be deemed to be fully given to him on the day on which the advertisement appears. Service of notice may be affected by post, courier delivery, facsimile transmission, electronic or other digital or e-mail transmission.

53.     all accounts books, documents and notices shall be in Chinese or English or both.

Winding Up

54.    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 these Articles.

Amendments

55.    No addition, alteration or amendment shall be made to or in the Memorandum of Association or the Articles of Association for the time being in force, unless such alteration has previously been submitted to and approved by the Registrar of Companies in writing.

Dated 1st May 2010