Cap. 1074 - Hoseinee Society of Hong Kong Incorporation Ordinance

To provide for the incorporation of the Hoseinee Society of Hong Kong. [10 September 1954](Format changes—E.R. 2 of 2023) 1. Short title This Ordinance may be cited as the Hoseinee Society of Hong Kong Incorporation Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—committee (委員會) means the committee for the time being of the Hoseinee Society of Hong Kong appointed in accordance with the constitution;constitution (章程) means the constitution of the Hoseinee Society of Hong Kong as set forth in the Schedule and any amendment or variation thereof which may be made under section 7. 3. Incorporation The members of the committee of the Hoseinee Society of Hong Kong and their successors in office as hereinafter defined shall be a body corporate, hereinafter called the corporation, and shall have the name “The Hoseinee Society of Hong Kong”, and in that name shall have perpetual succession, and shall and may sue and be sued in all courts in Hong Kong and shall and may have and use a common seal, and may from time to time break, change, alter and make anew the said seal.(Amended 32 of 1999 s. 3) 4. Powers of corporation (1) The corporation shall have power to acquire, accept, grant leases of, purchase, take, hold and enjoy any lands, buildings, messuages or tenements of what nature or kind soever and wheresoever situate, and also to invest money upon mortgage of any lands, buildings, messuages or tenements or upon the mortgages, debentures, stocks, funds, shares or securities of any government, municipality, corporation or company and also to purchase, acquire and possess vessels and other goods and chattels of what nature and kind soever.(2) The corporation shall have power by deed under its seal to grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, pledge, demise, reassign, transfer or otherwise dispose of 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 corporation upon such terms as to the corporation may seem fit. (Amended 48 of 1973 s. 2)(3) The corporation shall have power to develop and turn to account any land within Hong Kong or elsewhere acquired by the corporation or in which the corporation is interested, and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up, and improving buildings, roads, and conveniences and by planting, paving, draining, letting on building lease or building agreement, and by advancing money to, entering into contracts and arrangements of all kinds with builders, tenants, and others interested in any such land. (Added 48 of 1973 s. 2. Amended 32 of 1999 s. 3)(4) The corporation shall have power to borrow or raise money in such manner as the corporation may think fit and for that purpose to charge all or any part of the property of the corporation. (Added 48 of 1973 s. 2) 5. Execution of documents All deeds and other instruments requiring the seal of the corporation shall be sealed in the presence of 2 members of the committee and shall be signed by 2 members and the secretary and treasurer, and all other documents, instruments and writings requiring the signature of the corporation shall be signed by the secretary or a member of the committee authorized by the committee.(Amended 48 of 1973 s. 3) 6. Appointment of committee and registration of particulars (1) The appointment of members of the committee shall be made in accordance with the constitution.(2) Whenever any person is appointed to be a new member of the committee within 6 weeks of such appointment or within such further period as the Chief Executive may allow, the corporation by its secretary shall furnish to the Registrar of Companies evidence to his satisfaction of the due appointment and the names and addresses of the members of the committee, or of such new member, and shall then and within 3 weeks of any change of secretary or change of address, furnish to such Registrar particulars of such secretary and of his place of residence or other sufficient address within Hong Kong. (Amended 32 of 1999 s. 3)(3) The registration of members of the committee shall be conclusive evidence of their appointment.(4) There shall be payable to the Registrar of Companies a fee of $5 in respect of registration of the committee under subsection (2), or of a new member of the committee, and a fee of $1 shall be payable in respect of each search of the file. 7. Internal management (1) All matters for which provision is not herein made and all matters of internal management shall be settled and carried out in accordance with the constitution and with the rules.(2) The committee may, with the prior approval of the Chief Executive, by resolution amend the constitution. (Amended 32 of 1999 s. 3)(3) The committee may by resolution amend the rules.(4) Any amendment of the constitution or of the rules shall be effective upon a copy thereof, certified by the secretary or by a member of the committee acting as secretary, being lodged with the Registrar of Companies. 8. 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 32 of 1999 s. 3) Schedule [s. 2]Constitution Article I Objects of corporationThe objects of the corporation are—(a) to perpetuate the commemoration of the martyrdom of Imam Hosein, a grandson of the Holy Prophet Mahomed, by the holding of meetings and giving of dinners during Moharram Safar and at other customary times;(b) to perpetuate also the memory of the other members of Panjatan in such manner as the committee shall from time to time determine;(c) to maintain and assist in such manner as the committee may from time to time determine whether by grants of money or otherwise, needy or indigent Shiahs in Hong Kong;(d) to benefit Shiah organization; (Added L.N. 22 of 1964)(e) to make donations from the surplus funds of the corporation to such an amount as the committee may from time to time determine for charitable and deserving purposes in Hong Kong. (Replaced L.N. 22 of 1964) Article II Charities and donationsThe committee shall be deemed to have at its disposal as spendable income in any year a sum equal to half the actual net income of the preceding year of account for the purposes set forth in paragraphs (c), (d) and (e) of Article I:Provided however that the committee may in its discretion exceed this limit of expenditure by not more than HK$10,000.00 in any particular year for the purposes set forth in paragraphs (c) and (d) only, and provided further that the said limit of expenditure may be further increased from time to time for the purposes set forth in paragraphs (c) and (d) with the sanction of a resolution of the members of the Society at a meeting of members of the Society convened upon notice in writing of the intention to submit such a resolution of not less than 7 clear days.(Replaced L.N. 22 of 1964) Article III Powers and duties of committeeThe committee shall have such powers and duties and shall hold such meetings as are specified in the Ordinance, in this constitution, and in the rules. Article IV Composition of committee(1) The committee shall be composed of 7 persons, of whom one shall be nominated by each of the following 4 Shiah companies carrying on business in Hong Kong—Abdoolally Ebrahim & Co. (Hong Kong) Ltd.;H.T. Barma Ltd.;Kayamally Ltd.;Tyeb & Co., Ltd.,and 3 other persons shall be co-opted by the persons nominated by the above said Shiah companies.(2) The 3 persons co-opted shall hold office till the next annual general meeting of the Society.(3) No person shall be eligible as a member of the committee unless he is at the time of his nomination or appointment a member of the Shiah faith.(4) Wherever any vacancy on the committee occurs from time to time by reason of a member of the committee dying, resigning or becoming incapable or unwilling to act or being absent from Hong Kong for longer than 6 months then—(a) if such member is a nominee of a company referred to in paragraph (1), the committee may require the company to nominate another person and if such person is not nominated within one month the committee shall be entitled to invoke the powers contained in paragraphs (6) and (7);(b) if such member is co-opted under paragraph (1) the persons nominated by the said Shiah companies shall have the power to co-opt another person as may be necessary to bring the number of members of the committee to 7.(5) Notwithstanding any vacancy in their body, the members of the committee may exercise all powers conferred on them by the Ordinance: Provided that should the members of the committee be reduced in number to less than 4 those members shall exercise none of the powers conferred by the Ordinance save those relating to the appointment of members of the committee contained in paragraph (4) of this Article.(6) In the event of any of the companies mentioned in paragraph (1) ceasing to carry on business in Hong Kong the remaining nominated members of the committee shall be entitled by resolution passed by the majority thereof to elect another Shiah company or firm with power to nominate a member of the committee as provided in paragraph (1).(7) In the event of there being no other Shiah company or firm suitable for election as provided in paragraph (6) the remaining nominated members of the committee shall be entitled to co-opt any individual Shiah to be a member of the committee in place of the nominee of such company or firm, and such co-opted member of the committee shall hold office till the next annual general meeting.(Replaced L.N. 141 of 1986) Article V Evidence of appointment of members of committee(1) Whenever a person is nominated or appointed as a member of the committee under Article IV, a copy of a minute signed on behalf of the company or firm making the nomination or a copy of a minute signed by a committee to the effect that a person has been nominated or appointed as the case may be, shall be sufficient for the purposes of registration of the appointment. (Replaced L.N. 146 of 1969)(2) The certificate of the Registrar of Companies that any person was at the date of the certificate or had been at some previous specified date a member of the committee shall for all purposes be conclusive evidence of that fact. Article VI Appointments to be honoraryNo member of the committee or officer of the corporation (other than the auditor, secretary and treasurer) shall be entitled to or be paid any remuneration whatever for his services.