Cap. 1055 - Zetland Hall Trustees Incorporation Ordinance

To amend the law relating to the incorporation of the Zetland Hall Trustees. [29 September 1922](Format changes—E.R. 6 of 2022) 1. Short title This Ordinance may be cited as the Zetland Hall Trustees Incorporation Ordinance. 1A. Interpretation In this Ordinance, unless the context otherwise requires—trustees (受託人) means the Zetland Hall Trustees incorporated by section 2.(Added 62 of 1977 s. 2) 2. Incorporation of trustees (1) The persons who have been certified by the secretary of the Zetland Hall Trustees by statutory declaration made by him and filed with the Registrar of Companies on 21 April 1949, to be the elected representatives of the lodges specified in the Schedule together with the persons who shall from time to time be certified in the same manner by the secretary of the Zetland Hall Trustees as being the elected representatives of other lodges, the names of which shall be from time to time added to those specified in the Schedule in manner provided by subsection (2) and their successors in office as hereinafter defined shall be a body corporate and shall have the name “The Zetland Hall Trustees”, and by that name shall have perpetual succession and may sue and be sued in all courts in Hong Kong and shall and may have and use a common seal. (Replaced 20 of 1949 s. 2. Amended 62 of 1977 s. 3; 96 of 1995 s. 2)(2) In addition to the lodges specified in the Schedule it shall be lawful for the trustees to invite any other lodge hereafter established in Hong Kong in accordance with the English, Scottish or Irish Constitutions to have its name added to those appearing in the Schedule and upon the acceptance of such invitation to nominate such lodge accordingly; and such nomination shall be made in writing under the hand of the chairman of the trustees and shall be filed with the Registrar of Companies. Notice of the addition of the name of any such lodge to the Schedule shall be given by the trustees in the Gazette within 14 days of the making of the nomination which shall thereupon take effect as if the name of the lodge so nominated had been included in the Schedule originally. (Added 20 of 1949 s. 2. Amended 62 of 1977 s. 3)(2A) Where any lodge specified in the Schedule so requests in writing, the trustees shall, by notice published in the Gazette within 21 days of the receipt of such request, delete the name of the lodge from the Schedule; and shall forthwith notify the Registrar of Companies of such deletion. (Added 62 of 1977 s. 3)(2B) Where the name of a lodge is deleted from the Schedule under subsection (2B), the trustees shall repay to the lodge the sum of $5,000 if in the opinion of the trustees this can be done without undue detriment to the trustees. (Added 62 of 1977 s. 3)(3) The trustees shall have full power to acquire, accept leases of, purchase, take, hold and enjoy any lands, buildings, messuages or tenements of what nature or kind soever and wheresoever situate in Hong Kong. (Amended 20 of 1949 s. 2; 62 of 1977 s. 3; 96 of 1995 s. 2)(4) The trustees shall also have full power—(a) to invest their funds not immediately required in any—(i) securities of the government of any place outside Hong Kong; or (Amended 31 of 2025 s. 232)(ii) investments listed for the time being in Schedule 2 to the Trustee Ordinance (Cap. 29); (Amended 96 of 1995 s. 2)(b) by deed under their common seal to grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any lands, buildings, messuages, tenements, mortgages, debentures, stocks, funds, shares or securities, or other goods and chattels whatsoever, which are for the time being vested in or belonging to the trustees; (Replaced 62 of 1977 s. 3. Amended 96 of 1995 s. 2; E.R. 6 of 2022)(c) to acquire, accept leases of, purchase, take, hold, and enjoy any lands, buildings, messuages, or tenements in Hong Kong or elsewhere; (Added 96 of 1995 s. 2)(d) to accept mortgages of any lands, buildings, messuages, or tenements in Hong Kong or elsewhere; (Added 96 of 1995 s. 2)(e) to invest moneys on deposit in any bank in Hong Kong or elsewhere; (Added 96 of 1995 s. 2)(f) to purchase such stocks, funds, shares or other investments or property of whatever nature and wherever situated in addition but not limited to the purchase of stocks, funds, shares or other investments or property provided for the time being in Schedule 2 to the Trustee Ordinance (Cap. 29); (Added 96 of 1995 s. 2)(g) to employ and pay for such professional or other staff or assistant as the trustees may deem requisite in the discharge of the duties of the trustees including assistance from a partner of a trustee or from a person who is a director or shareholder of a company which is a trustee, (Added 96 of 1995 s. 2)on such terms as the trustees may think fit. (Added 96 of 1995 s. 2)(5) (Repealed 62 of 1977 s. 3)(6) The trustees shall also have full power to receive and accept gifts, donations, contributions and legacies and to hold or realize the same in their absolute discretion subject to any conditions attached to such gifts, donations, contributions or legacies. (Added 47 of 1955 s. 2. Amended 62 of 1977 s. 3)(Amended E.R. 2 of 2014) 3. Successors in office (1) If at any time any of the lodges specified in the Schedule or whose names shall have been added thereto in manner hereinbefore provided shall wish to appoint a new representative in succession to or in substitution for the representative specified in the statutory declaration referred to in section 2 it shall be lawful for the said lodge so to do and the said new representative shall be deemed to be a trustee in succession to or in substitution for the said former representative upon the filing with the Registrar of Companies of a certificate of the fact of such election certified under the hand of the secretary of the Zetland Hall Trustees. (Replaced 20 of 1949 s. 3)(2) The power of electing a new representative shall apply in the case of persons elected under subsection (1) in the same way as it applies in the case of the persons specified in the statutory declarations referred to in section 2(1). (Amended 33 of 1939; G.N. 840 of 1940 Supp. Schedule) 4. Use of property The trustees shall manage and maintain a hall or halls, to be used, occupied and enjoyed as a meeting place for the members of the lodges the names of which appear in the Schedule or which shall have been from time to time added thereto in accordance with the provisions of section 2, and may permit the said hall or halls to be used, occupied and enjoyed as a meeting place for the members of other masonic lodges, chapters and bodies, and may at their discretion furnish and equip such hall or halls.(Amended 20 of 1949 s. 5; 62 of 1977 s. 4) 5. Fees and rents for use of property The trustees may charge such fees, rents and charges for the use of the properties of the trustees as may seem expedient to the trustees.(Amended 62 of 1977 s. 4) 6. Apportionment of surplus funds The trustees may from time to time give and pay over in equal shares to the lodges specified in the Schedule together with other lodges whose names have from time to time been added to the Schedule in manner provided in section 2 any funds not required for the purposes of the maintenance or development of the properties of the trustees.(Replaced 20 of 1949 s. 6. Amended 62 of 1977 s. 4) 6A. Distribution of assets (1) If at any time the trustees are of the opinion that they can no longer serve any purpose for the benefit of freemasonry in Hong Kong and that such position is likely to remain unchanged in the then foreseeable future, the trustees shall convert into money such of their assets as they are able.(2) After such conversion the trustees shall—(a) pay to each lodge then listed in the Schedule the sum of HK$5,000; but if the funds of the trustees are insufficient for this purpose the trustees shall pay the entire funds to the lodges in equal shares; and(b) divide any balance of the funds that may remain after such payments among the English, Scottish and Irish Constitutions according to the proportion in which those constitutions are represented by the lodges then listed in the Schedule and pay the shares thus found to the respective District Treasurers.(Added 62 of 1977 s. 5) 7. Meetings of trustees (1) The secretary shall convene a general meeting of trustees during the month of May in each year at which the trustees shall elect from among their own number a chairman and a deputy chairman who shall hold office until the conclusion of the general meeting in the next succeeding year.(2) Other meetings may be convened by the secretary or any trustee.(3) Five trustees personally present shall be a quorum for the purposes of any meeting of the trustees.(4) The chairman of the trustees shall preside at any meeting of the trustees, but if the chairman is absent, any such meeting shall be presided over by—(a) the deputy chairman; or(b) in the absence of the deputy chairman a trustee elected from among those present at the meeting.(5) All questions arising at any meeting of the trustees shall be decided by the majority of votes cast and in the event of an equality of votes the chairman of the trustees or other person presiding shall have a casting as well as a deliberative vote.(6) Not less than 14 days’ notice shall be given of any meeting and any trustee may, upon giving not less than 7 days’ written notice to the secretary, appoint a proxy to speak and vote for him at that meeting:Provided that such proxy shall have previously been generally or specifically approved in open lodge by the lodge by whom such trustee was appointed.(Replaced 62 of 1977 s. 6) 7A. Appointment of officers (1) The trustees shall from time to time appoint a secretary and a treasurer who shall fill their respective positions until a replacement has been appointed.(2) At the general meeting referred to in section 7(1) the treasurer shall present audited accounts in respect of the year ended on the previous 31 December.(Added 62 of 1977 s. 7) 8. Execution of documents (1) All deeds, documents and other instruments requiring the seal of the trustees shall be sealed by one of the trustees and signed by not less than 3 of the trustees.(2) All documents which are required by law to be signed by the trustees shall be signed by 3 of the trustees.(Amended 62 of 1977 s. 8) 9. Fees (1) The trustees shall pay such fees for registering any document with any public registry as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for the registration with the Registrar of Companies of a document.(2) Any person may inspect any of the documents registered under this section upon payment of such fee as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for the inspection of a document.(Replaced 96 of 1995 s. 3. Amended 28 of 2012 ss. 912 & 920) 10. Saving 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 21 of 2024 s. 78) Schedule [s. 2] Zetland Lodge No. 525 E. C.Victoria Lodge No. 1026 E. C.Perseverance Lodge No. 1165 E. C.United Service Lodge No. 1341 E. C.Corinthian Lodge of Amoy No. 1806 E. C.Foo Chow Lodge No. 1912 E. C.Lodge Star of Southern China No. 2013 E. C.University Lodge No. 3666 E. C.Swatow Lodge No. 3705 E. C.Cathay Lodge No. 4373 E. C.Royal Sussex Lodge No. 501 E. C.St. Andrew in the Far East Lodge No. 493 S. C.Lodge St. John No. 618 S. C.Naval and Military Lodge No. 848 S. C.Eastern Scotia Lodge No. 923 S. C.Erin Lodge No. 463 I. C.Shamrock Lodge No. 712 I. C.Emerald Lodge No. 883 I. C.Rotarian Lodge of Hong Kong No. 9378 E. C. (Added 31 of 2025 s. 233)The Lodge of Lu Pan No. 9387 E. C. (Added 31 of 2025 s. 233)St. Paul’s Lodge No. 9718 E. C. (Added 31 of 2025 s. 233)Sino Lusitano Lodge of Macau No. 897 I. C. (Added 31 of 2025 s. 233)Lodge St. David No. 903 I. C. (Added 31 of 2025 s. 233)Baden Powell Lodge No. 929 I. C. (Added 31 of 2025 s. 233)Hong Kong & Far East District Grand Stewards Lodge No. 9879 E. C. (Added 31 of 2025 s. 233)Club Lodge No. 9880 E. C. (Added 31 of 2025 s. 233)Harriers Lodge No. 9882 E. C. (Added 31 of 2025 s. 233)(Replaced 62 of 1977 s. 9. Amended G.N. 3423 of 1983)