Cap. 1092

To provide for the incorporation of the Council of Caritas—Hong Kong and for purposes connected therewith. [13 November 1981](Format changes—E.R. 6 of 2022)Preamble WHEREAS—(1) Caritas—Hong Kong was established on 16 June 1958 by Bishop Bianchi, the then Bishop of the Roman Catholic Church in Hong Kong, as the official social welfare bureau of the Roman Catholic Church in Hong Kong:(2) Since that date there has been an immense increase in the functions, work and activities of Caritas—Hong Kong, and it is now the official social service agency of the Roman Catholic Church in Hong Kong:(3) Caritas—Hong Kong is now operated by and under the control of a Council appointed by the Roman Catholic Bishop of Hong Kong and acting under a constitution determined by him in an instrument under his hand and seal dated the 7th day of September 1981:(4) Since 1964 Caritas—Hong Kong has been using on its stationery, on posters and other publicity, promotional and commemorative material, on badges, on articles of clothing, and on its property a distinctive emblem which has become well-known to the public as being the emblem of Caritas—Hong Kong:(5) It is considered expedient that the Council of Caritas—Hong Kong should be incorporated, and that the unauthorized use of the name Caritas or of any emblem or device similar to the emblem of Caritas—Hong Kong should be prohibited: 1. Short title This Ordinance may be cited as the Caritas—Hong Kong Incorporation Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—constitution (章程) means the constitution of the corporation for the time being in force;corporation (法團) means the body incorporated by section 3;functions (職能) includes work and activities;objects (宗旨) means the general purposes, aims and objects of the corporation as stated in its constitution;President (理事長) means the President of the corporation;unincorporated Caritas—Hong Kong (未具法團地位的香港明愛) means Caritas—Hong Kong prior to the commencement* of this Ordinance. Editorial Note: * Commencement date: 13 November 1981. 3. Incorporation The Council of Caritas—Hong Kong for the time being shall be a body corporate, and shall have the name of “Caritas—Hong Kong”, and shall in that name have perpetual succession and may sue and be sued in all courts in Hong Kong and shall have and may use a common seal. 4. Powers of the corporation (Amended E.R. 6 of 2022)Subject to any restriction imposed by law, the corporation may do all such things as are calculated to facilitate, or as are incidental or conducive to, the carrying out of its objects, and may in particular, but without prejudice to the generality of the foregoing—(a) acquire by purchase, lease or otherwise, and take, hold, enjoy and possess, any property, movable or immovable, whether situated in Hong Kong or elsewhere;(b) either alone or jointly with other persons develop, redevelop and turn to account any immovable property acquired by the corporation or in which the corporation is interested, in particular, by demolishing, constructing, reconstructing, renewing, repairing, altering, fitting up and improving buildings, by laying out and preparing land for building purposes, by letting land on building leases, and by entering into building agreements, and for such purposes to apply to any tribunal or court or authority for any order, licence, permission or exemption required therefor;(c) invest moneys on deposit with any bank, or upon mortgage of immovable property in Hong Kong, or in debentures, debenture stocks, stocks, funds, shares or securities of any government, corporation or company, or in such other investment as the corporation may think fit;(d) borrow money in such manner and upon such terms as the corporation may think fit, and for that purpose mortgage charge or pledge all or any part of the property of the corporation;(e) grant, sell, convey, assign, transfer, exchange, partition, surrender, yield up, charge, mortgage, pledge, reassign, release, demise, let or otherwise dispose of, any of the property, movable or immovable, for the time being vested in or belonging to the corporation, upon such terms as the corporation may think fit;(f) raise money by private or public subscription, or otherwise, in particular, by organizing the collection of money or the sale of badges in public places, by promoting and conducting lotteries, and by organizing balls, dinners, entertainments, sporting events, and other functions of any nature whatsoever;(g) accept donations, grants or subsidies from any persons or Government authority or other body or organization, and in particular accept any gift of property, whether subject to any special trust or not, for the benefit of the corporation;(h) undertake and execute any trusts which may seem directly or indirectly conducive to the carrying out of any of the objects of the corporation;(i) enter into any contract and any deed of covenants;(j) appoint such administrative, professional and other officers and staff as the corporation deems necessary for the efficient discharge of its functions upon such conditions as it thinks fit;(k) establish, support and subscribe to provident funds and pension, retirement and similar schemes for the benefit of employees of the corporation and their dependants, and grant and pay pensions, allowances or gratuities to, and otherwise aid, support or assist, any such persons;(l) print and publish any periodicals, books, booklets, leaflets or other written material that the corporation may think desirable for the promotion of its objects; and(m) subscribe to any local and other charities and grant donations for any charitable purpose. 5. Vesting of property, etc. (1) On the commencement* of this Ordinance all those pieces or parcels of ground specified in the second column of the First Schedule, together with all rights, easements and appurtenances thereto belonging, shall vest in the corporation for the unexpired residues of the respective terms of years created by the Crown Leases or Conditions of Grant specified in the third column of the First Schedule opposite each such piece or parcel, subject to the payment of the rent and the performance and observance of the covenants and conditions reserved by and contained in the said Crown Leases and Conditions of Grant, and subject to such leases, tenancies, easements and other rights as may be subsisting in relation to the premises upon the commencement of this Ordinance.(2) On the commencement of this Ordinance—(a) all goods, chattels, equipment, vehicles, vessels and other movable assets,(b) all moneys, bank balances and fixed deposits, and utility and other deposits,(c) all investments and securities of whatsoever nature,which immediately prior to the commencement of this Ordinance, though belonging to the Roman Catholic Church of Hong Kong were appropriated by the Bishop thereof for, and held or used or under the control of the Council of the unincorporated Caritas—Hong Kong for, or which immediately prior to the commencement of this Ordinance were held by the said Bishop in trust for, the objects of the unincorporated Caritas—Hong Kong shall be transferred to and vested in or held in trust for the corporation.(3) All contractual and other rights exercisable or enforceable by or on behalf of the unincorporated Caritas—Hong Kong prior to the commencement of this Ordinance shall on the commencement thereof be exercisable and enforceable by the corporation.(4) On the commencement of this Ordinance the corporation shall become liable for all debts and liabilities and for the performance of all contractual and other obligations of the unincorporated Caritas—Hong Kong incurred prior to the commencement of this Ordinance. (Amended E.R. 6 of 2022)(5) The appointment of any employee of the unincorporated Caritas—Hong Kong subsisting immediately before the commencement of this Ordinance shall be deemed to have been made by the corporation, and for all purposes the service of such employee shall be regarded as continuous from the date on which he was appointed by the unincorporated Caritas—Hong Kong. Editorial Note: * Commencement date: 13 November 1981. 6. Constitution (1) The existing constitution of the unincorporated Caritas—Hong Kong shall be the constitution of the corporation.(2) The constitution of the corporation may be amended at any time and from time to time in accordance with its provisions for the time being in force. 7. Registration with Registrar of Companies (1) The corporation shall forward to the Registrar of Companies for registration the following—(a) a copy of its constitution and any amendment thereto certified as correct by the President;(b) notice of the address of its principal office and any change thereof; and(c) a list of the names, occupations and addresses of the members of the corporation and any change therein, certified as correct by the President.(2) Every document required to be registered in accordance with subsection (1) shall be forwarded within 28 days of the commencement* of this Ordinance, or within 28 days of any amendment or change, as the case may be.(3) The corporation shall pay such fee for registering any document under this section as shall be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for the registration of a document of a company not having a share capital. (Amended 28 of 2012 ss. 912 & 920)(4) Any person may inspect any of the documents registered under subsection (1) on payment of such fee as shall be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for inspecting a document. (Amended 28 of 2012 ss. 912 & 920)(5) The registration of the list mentioned in paragraph (c) of subsection (1) and of any change therein shall be conclusive evidence of the facts contained in such list and change. Editorial Note: * Commencement date: 13 November 1981. 8. Execution of documents (1) All deeds, documents and other instruments requiring the seal of the corporation shall be sealed in the presence of two members of the corporation and signed by those members.(2) Any deed, document or instrument purporting to be a deed, document or instrument duly executed under the seal of the corporation shall be received in evidence and shall, unless the contrary is proved, be deemed to be duly so executed. 9. Prohibition of use and possession of emblem etc. No person shall, without the authority of the corporation or other lawful excuse, use or have in his possession—(a) the emblem of the corporation, which emblem is portrayed in the Second Schedule, or any copy or replica of such emblem;(b) any title, emblem or device containing the words “Caritas—Hong Kong” or the equivalent Chinese words “香港明愛”; or(c) any title, emblem or device which so closely resembles the title or emblem or any device of the corporation as to be capable of being mistaken for such title, emblem or device. 10. Offences Any person who contravenes section 9 shall be guilty of an offence and shall be liable on conviction to a fine at level 1.(Amended E.R. 6 of 2022) 11. Savings Nothing in this Ordinance shall affect, or be deemed to affect, the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.(Amended 4 of 2000 s. 3) First Schedule [s. 5] Item Description of Property Held Under 1. Inland Lot No. 7920 Conditions of Grant No. 7455 2. Chai Wan Inland Lot No. 77 Conditions of Grant No. 10760 3. Kowloon Inland Lot No. 9825 Conditions of Grant No. 9948 as modified by Modification Letter dated 15 December 1979 and registered in the Land Registry by Memorial No. 1806155 (Amended 8 of 1993 s. 2) 4. New Kowloon Inland Lot No. 4715 Crown Lease dated 22 November 1969 5. New Kowloon Inland Lot No. 5542 Conditions of Grant No. 10638 6. Sha Tin Town Lot No. 20 Conditions of New Grant No. 11208 7. Lot No. 1562 in Demarcation District No. 82 in the New Territories Conditions of New Grant No. 10274 8. Tuen Mun Town Lot No. 111 and Extension thereto Conditions of New Grant No. 2203 and Letter of Extension dated 28 April 1980 and registered in the Land Registry (Amended 8 of 1993 s. 2; 20 of 2002 s. 5) 9. Lot No. 2121 in Demarcation District No. 449 in the New Territories and Extension thereto Conditions of New Grant No. 3850 and Letter of Extension dated 25 October 1968 and registered in the Land Registry (Amended 8 of 1993 s. 2; 20 of 2002 s. 5) 10. Lot No. 349 in Demarcation District No. 224 in the New Territories Conditions of New Grant No. 4742 Second Schedule [s. 9]