Cap. 1051 - Tung Wah Group of Hospitals Ordinance

To repeal and replace the Tung Wah Hospital Ordinance. [12 February 1971](Format changes—E.R. 4 of 2023) 1. Short title This Ordinance may be cited as the Tung Wah Group of Hospitals Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—advisory board (顧問局) means the board continuing to exist by virtue of paragraph 19 of the Schedule;annual general meeting (周年會員大會) means the annual general meeting of the corporation;board (董事局) means the board of directors established by paragraph 5 of the Schedule;chairman (主席) means the chairman of the board;Chinese (華人) means persons of the Chinese race;corporation (法團) means the corporation continuing to exist by virtue of section 3;director (總理) means a director of the corporation;ordinary general meeting (普通會員大會) means an ordinary general meeting of the corporation;ordinary member (普通會員) means an ordinary member of the corporation;repealed Ordinance (已廢除條例) means the repealed Tung Wah Hospital Ordinance (Cap. 1051, 1964 Ed.);secretary (秘書) means the secretary of the corporation;voting member (有表決權的會員) means a voting member of the corporation;year (年度) means the period commencing on 1 April in any year and ending on 31 March in the following year.(Amended 84 of 1992 s. 17) 3. Incorporation of the Tung Wah Group of Hospitals (1) The corporation existing by virtue of the repealed Ordinance shall continue to exist.(2) The corporation—(a) shall be known as the Tung Wah Group of Hospitals and in that name may sue and be sued;(b) shall continue to have perpetual succession; and(c) may do and suffer all such other acts and things as bodies corporate may lawfully do and suffer. 4. Matters relating to the corporation The provisions of the Schedule shall have effect with respect to—(a) the objects and powers of the corporation;(b) the membership of the corporation;(c) the board;(d) (Repealed 84 of 1992 s. 18)(e) the advisory board;(f) meetings and procedure,and otherwise in relation to the corporation. 5. Vesting of property (1) All the immovable property vested in the corporation at the commencement* of this Ordinance shall continue to be vested in the corporation for the residue of the term of years created by the respective Crown leases, subject to the covenants, conditions, stipulations, exceptions, reservations, provisos and powers contained in and reserved by the said Crown leases.(2) Any other property, right and privilege vested in the corporation at the commencement of this Ordinance shall continue to be vested in the corporation on the terms and conditions, if any, on which the same was vested at that date, and the corporation shall continue to be subject to the obligations and liabilities to which it was subject at the commencement of this Ordinance. Editorial Note: * Commencement date: 12 February 1971. 6. Board may exercise powers of corporation The board may exercise any of the powers of the corporation which are not required by this Ordinance to be exercised by the corporation in general meeting. 7. Accounts (1) The board shall cause to be kept proper books of account of all transactions of the corporation.(2) Such books of account shall be open at all reasonable times to the inspection of any director and of any person appointed by the Chief Executive in that behalf. (Amended 4 of 2000 s. 3)(3) A chairman shall within 6 months after the expiration of his term of office send to the Chief Secretary for Administration a statement of the accounts of the corporation which shall— (Amended L.N. 362 of 1997)(a) be signed by 2 persons who were directors during the year to which the statement relates;(b) be audited in accordance with subsection (4); and(c) contain the following particulars—(i) an account of the assets and liabilities of the corporation at the end of the previous year;(ii) an account of the receipts and disbursements of the corporation during the previous year; and(iii) a report on the administration of the corporation during the previous year.(4) The accounts of the corporation and the signed statement of the accounts shall be audited by an auditor appointed by the corporation, being a certified public accountant (practising) as defined by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588), and the auditor shall certify the statement of the accounts subject to such report, if any, as he thinks fit. (Amended 76 of 1973 s. 3; 23 of 2004 s. 56; L.N. 66 of 2022)(5) A copy of the signed and audited statement of the accounts and the auditor’s report, if any, shall within 6 months after the end of the year be sent to each—(a) director;(b) person who was a director during that year;(c) member of the advisory board; and(d) voting member. 8. Directors to be indemnified Every director shall be indemnified by the corporation against liability for any acts of the corporation. 9. Amendments and alterations (1) The Schedule may be amended by resolution of the board with the prior approval of the advisory board.(2) Any such resolution shall be published in the Gazette and shall, unless otherwise provided, come into operation on the day of such publication. 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 4 of 2000 s. 3) Schedule [ss. 2, 4 & 9] 1. Objects The objects of the corporation shall be—(a) to provide the inhabitants of Hong Kong with free medical services in the following institutions—(i) the Tung Wah Hospital;(ii) the Kwong Wah Hospital;(iii) Tung Wah Eastern Hospital;(iv) Tung Wah Group of Hospitals Wong Tai Sin Hospital; (Amended G.N. 2534 of 1997)(v) Tung Wah Group of Hospitals Fung Yiu King Hospital; and (Amended G.N. 2837 of 1990; G.N. 4872 of 1994)(vi) such other hospitals, clinics and infirmaries as may be managed by the corporation:Provided that the board may make such charges for medical services as it shall from time to time determine;(b) to manage the Tung Wah Yee Chong (義庄) and the Wing Pit Ting farewell pavilion;(c) to manage the Man Mo Temple Fund in accordance with the provisions of the Man Mo Temple Ordinance (Cap. 154);(d) to maintain and manage schools and other educational institutions in Hong Kong;(e) to pay passages for Chinese destitutes and patients;(f) to pay for the burial and reburial of Chinese;(g) to provide funeral services for Chinese;(h) to collect and administer funds for the relief of any special distress among Chinese in Hong Kong;(i) to undertake other charitable work among Chinese outside Hong Kong with the approval of the Secretary for Home and Youth Affairs; (Amended L.N. 67 of 1985; L.N. 262 of 1989; L.N. 144 of 2022)(j) to maintain and manage homes for the aged;(k) to maintain and manage convalescent and other similar institutions and to pay for the transfer of patients to and maintenance of patients in such institutions;(l) to establish and support, and to aid in the establishment and support of, any other charitable organizations formed for all or any of the objects of the corporation;(m) to provide all kinds of social and cultural services for the Hong Kong community. (Amended L.N. 64 of 1975) 2. Powers (1) Without prejudice to any other Ordinance, the corporation shall have the following powers—(a) to raise and collect funds, acquire, take on lease, purchase, hold and enjoy any property and invest moneys upon mortgage of any immovable property or upon the mortgages, debentures, stocks, funds, shares or securities of any corporation or company;(b) with the approval in writing of the Chief Executive, to grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, transfer or otherwise dispose of, or let for any period exceeding 3 years, any immovable property; (Amended 4 of 2000 s. 3)(c) to let for any period not exceeding 3 years any immovable property;(d) with the consent of the advisory board, to sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any debentures, stock, shares, securities, vessels or other goods or chattels;(da) to exercise the powers conferred on the corporation by the Man Mo Temple Ordinance (Cap. 154); (Added 13 of 1986 s. 5)(e) with the approval in writing of the Chief Executive, to apply or grant any sum of money for the development or re-development of any property belonging to the Man Mo Temple Fund; (Amended 13 of 1986 s. 5; 4 of 2000 s. 3)(f) to develop and turn to account any immovable property acquired by the corporation or in which the corporation is interested, in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by planting, laying drainage, letting on building leases or entering into building agreements;(g) to demolish, resite, rebuild, construct, develop and improve any property acquired or purchased by the corporation or in which the corporation is interested, and to apply to any tribunal or court or authority for any order, licence, permission and exemption required therefor, and to do such other things as the corporation may think fit in order to carry out its objects;(h) to accept any gift of property, whether subject to any special trust or not, for the benefit of the corporation;(i) to take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the corporation, in the form of donations, annual subscriptions, or otherwise;(j) to print and publish any newspapers, periodicals, books or leaflets that the corporation may think desirable for the promotion of its objects;(k) to borrow and 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;(l) to invest any moneys of the corporation not immediately required for any of its objects in such manner as may from time to time be determined;(m) to undertake and execute any trusts or any agency business which may seem directly or indirectly conducive to any of the objects of the corporation;(n) to subscribe to any local or other charities and to grant donations for any public purpose and to pay a gratuity, pension or allowance on retirement to any servant or the dependants of any servant of the corporation and to make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance;(o) to purchase or otherwise acquire and undertake all or any part of the property, liabilities and engagements of any company, institution, society or association having objects altogether or in part similar to those of the corporation;(p) to appoint a secretary and such other officers and servants, subject to such conditions as the corporation thinks fit;(q) to do all such other lawful things as are incidental or conducive to the attainment of the above objects;(r) subject to the provisions of paragraph 1(i) and subparagraphs (b), (d) and (e) of this paragraph with regard to approval or consent, to enter into any contract with the Government or any other person.(2) In any transaction for which the consent or approval of the Chief Executive is required, the signature of the Chief Executive endorsed on the document by means of which the transaction is effected shall be sufficient evidence that such consent or approval was obtained. (Amended 4 of 2000 s. 3) 3. Common seal (1) The corporation shall have and may use a common seal, the affixing of which shall be authenticated by the signature of the chairman and a director of the corporation.(2) Any instrument purporting to be an 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 an instrument so executed. 4. Membership (1) Membership of the corporation shall consist of ordinary members and voting members.(2) The following persons and societies shall be ordinary members of the corporation—(a) any persons or societies who at the commencement* of this Ordinance were or were deemed to be members of the corporation during their life time or during the existence of the society, by virtue of section 3 of the repealed Ordinance;(b) any person or society who subscribes to the funds of the corporation such sum as may be specified by the board from time to time and approved by the Secretary for Home and Youth Affairs, and whose name is entered with the consent of the board in the register of members to be kept by the corporation. (Amended L.N. 67 of 1985; L.N. 262 of 1989; L.N. 144 of 2022)(3) The following persons or societies shall be voting members of the corporation—(a) any person who has been chairman of the board of the corporation;(b) members of the board shall ex officio be voting members for so long as they shall continue to be directors;(c) members of the advisory board shall be voting members for so long as they shall continue to be members thereof;(d) in addition to the persons hereinbefore mentioned the advisory board shall from time to time select not more than 100 voting members from amongst the ordinary members of the corporation, and such voting members shall hold office for a period of 3 years from the date of their selection:Provided that any person so selected shall cease to be a voting member if he shall be convicted of an offence punishable with imprisonment for a period exceeding 12 months or shall be adjudged bankrupt or make a composition or arrangement with his creditors or become of unsound mind.(4) Voting members shall have the right to receive notice of all general meetings and to attend the same to vote thereat as hereinafter provided.(5) Any member may at any time resign from the corporation by giving to the corporation not less than 1 month’s notice in writing. Editorial Note: * Commencement date: 12 February 1971. 5. Establishment of board (1) There shall be a board of the corporation consisting of not less than 11 nor more than 20 directors.(2) The persons who are directors of the corporation at the commencement* of this Ordinance shall constitute the board until 1 April 1971. Editorial Note: * Commencement date: 12 February 1971. 6. Election of directors (1) The directors shall be elected by secret ballot at the annual general meeting.(2) Every candidate for the post of director shall be a person considered by the advisory board to be held in high esteem by Chinese in Hong Kong.(3) Prior to the annual general meeting, the chairman shall give not less than 21 days’ prior notice in writing to all voting members inviting them to nominate persons to be directors and to submit the names of the proposed nominees for the consideration of the advisory board.(4) A nomination of any person to be a director shall be delivered to the secretary not less than 14 days prior to the annual general meeting.(5) Persons so nominated, if approved by the advisory board, shall be candidates for the post of director if proposed and seconded as such at the annual general meeting. 7. Term of office of directors (1) The directors shall subject to subparagraph (2) hold office for a period of 1 year commencing on 1 April or if they are elected after that date until 1 April next following their election.(2) If the election of directors for the ensuing year has not been completed on or before 31 March the directors in office on that day shall continue to hold office until the election of their immediate successors. 8. Casual vacancies in board (1) If any director dies, resigns or becomes incapable of further acting, the remaining directors or a majority of them shall have power to elect any persons qualified under the provisions of paragraph 6 to fill the vacancy for the remainder of the term of office of such director.(2) If it is found impracticable for the remaining directors so to do or if the remaining directors fail to exercise their power so to do the Chief Executive may appoint a temporary director to act until the next annual general meeting. (Amended 4 of 2000 s. 3) 9. Directors may be re-elected Directors shall be eligible for re-election. 10. Directors not re-elected If any director shall not be re-elected, such person shall during the next succeeding year be known as “Hip Li” (協理) and shall be entitled to attend all meetings of the board in such subsequent year and to take part in discussions but not to vote at such meetings. 11. Election of chairman As soon as possible after the election of the directors for any particular year, the directors shall elect a chairman from amongst them, and the person so elected shall be a director who has held office as vice-chairman for not less than 1 year immediately preceding that year unless no such director is available. 12. Election of vice-chairmen (1) Immediately after the election of the chairman, the directors shall elect from amongst themselves not less than 3 and not more than 5 vice-chairmen who in the order of their election, shall be the first vice-chairman, the second vice-chairman, the third vice-chairman, the fourth vice-chairman, if any, and the fifth vice-chairman, if any, respectively. (Replaced L.N. 64 of 1975)(2) No person who has not been a director in a previous year shall be eligible for election as a vice-chairman unless no past director is available for election. 13. Procedure at election of chairman and vice-chairmen (1) The retiring chairman, or the person entitled to preside in his absence at the annual general meeting, shall preside at the elections under paragraphs 11 and 12.(2) In the event of 2 or more candidates for election as chairman or vice-chairman being returned with an equality of votes at any election, the chairman of the meeting shall have a casting vote. 14. Casual vacancy in office of chairman In the event of the death, resignation, incapacity or absence of the chairman at any time, the first vice-chairman shall be the chairman, and the second vice-chairman and third vice-chairman shall be the first vice-chairman and the second vice-chairman, respectively, until an election is held under paragraph 15. 15. Election to fill casual vacancy in office of chairman or vice-chairman (1) In the event of—(a) the death, resignation, incapacity or absence of the chairman or any vice-chairman; or(b) a vacancy otherwise arising in the office of chairman or any vice-chairman,the board may elect a director to be the chairman or such vice-chairman, as the case may be, either temporarily or for the remainder of the term of office of the chairman or such vice-chairman.(2) A member of the advisory board shall preside at any such election. 16. Board to manage corporation The board shall, subject to the provisions of this Ordinance, have full power and authority generally to govern the corporation and to direct and decide all matters whatsoever connected with the administration of the affairs of the corporation and the accomplishment of the objects thereof, and under such regulations as may from time to time be made by the board to supervise and manage the hospitals, infirmaries, schools and other institutions under the control of the corporation. 17. Quorum and procedure at board meetings (1) At any meeting of the board, one-third of the number of the directors for the time being, or if their number is not a multiple of 3 then the number nearest one-third, shall form a quorum. (Replaced L.N. 236 of 1974)(2) Every question at any meeting of the board shall be decided by a majority of votes of the directors present, and in case of an equality of votes the chairman of the meeting shall have a casting vote. 18. (Repealed 84 of 1992 s. 19) 19. Advisory board (1) There shall continue to be an advisory board whose duty shall be to advise the directors on any matter affecting the corporation or its administration and to consider appeals which may be brought by any director in accordance with the agreement between the Government and the corporation.(2) The advisory board shall consist of not more than 14 persons of whom the following shall be ex officio members— (Amended L.N. 236 of 1974)(a) the Secretary for Home and Youth Affairs, who shall be chairman; (Amended L.N. 67 of 1985; L.N. 262 of 1989; L.N. 144 of 2022)(aa) the Secretary for Health; (Added L.N. 236 of 1974. Amended L.N. 18 of 1983; L.N. 106 of 2002; L.N. 130 of 2007; L.N. 144 of 2022)(b) 1 person nominated by the Members of the Executive Council, other than Official Members, from among their own number; (Replaced 67 of 1987 s. 2. Amended 4 of 2000 s. 3)(c) 1 person nominated by the Members of the Legislative Council from among their own number; (Replaced 67 of 1987 s. 2. Amended 80 of 1997 s. 46)(d) the immediate past chairman of the board.(3) The following persons shall also be members—(a) not more than 8 persons appointed by the Chief Executive, who shall hold office for a period of 3 years and shall be eligible for re-appointment; (Amended 4 of 2000 s. 3)(b) 1 person elected by the board from the persons who in the year preceding the year in respect of which he is elected were directors, who shall hold office for a period of 1 year. (Amended E.R. 4 of 2023)(4) The advice of the advisory board shall be given at a joint meeting of the board and the advisory board. Such joint meetings shall be called by the chairman—(a) when the chairman so requires;(b) when the board desires the advice of the advisory board;(c) whenever the advisory board gives the chairman notice in writing that it desires to discuss with the board any specified matter affecting the corporation or its administration.(5) The chairman shall give the directors and the members of the advisory board at least 4 clear days’ notice in writing of any such joint meeting.(6) At a joint meeting of the board and the advisory board the quorum shall be—(a) the same number of directors as would have been required to form a quorum if it were a meeting of the board; and(b) 4 members of the advisory board. (Replaced L.N. 236 of 1974)(7) The Secretary for Home and Youth Affairs shall be the chairman of the joint meeting of the board and the advisory board. In his absence the Secretary for Health shall be the chairman, and in the absence of both the Secretary for Home and Youth Affairs and the Secretary for Health members present at the meeting shall elect a chairman from amongst the members of the advisory board present. (Replaced L.N. 236 of 1974. Amended L.N. 18 of 1983; L.N. 67 of 1985; L.N. 262 of 1989; L.N. 106 of 2002; L.N. 130 of 2007; L.N. 144 of 2022) 20. Procedure at meetings of advisory board (1) At any meeting of the advisory board 4 of the members shall form a quorum.(2) Every question at any meeting of the advisory board shall be decided by a majority of votes of the members present and in the case of an equality of votes the chairman of the meeting shall have a casting vote.(3) In the absence of the Secretary for Home and Youth Affairs the Secretary for Health shall be the chairman, and in the absence of both the Secretary for Home and Youth Affairs and the Secretary for Health the members of the advisory board shall elect a chairman from amongst their number present at the meeting. (Replaced L.N. 236 of 1974. Amended L.N. 18 of 1983; L.N. 67 of 1985; L.N. 262 of 1989; L.N. 106 of 2002; L.N. 130 of 2007; L.N. 144 of 2022) 21. Annual general meeting There shall be an annual general meeting of the voting members, to be held before 31 March in each year at such place as the board may decide, and 14 days’ notice of the meeting and of the time and place appointed for the same shall be given by the secretary to the voting members. Such notice shall be deemed to have been properly given to a voting member if sent by prepaid registered post to the last known address in Hong Kong of such member. Notification of the date and time of such meeting shall also be published in 2 editions of a Chinese newspaper circulating in Hong Kong. 22. Business at annual general meeting (1) At the annual general meeting the board shall submit a report, and the signed and audited statement of the accounts, and a balance sheet made up to 31 March of the preceding year, which shall be considered and passed if thought fit.(2) In addition to the election of directors in accordance with the provisions of paragraph 6, any matter of which not less than 7 days’ notice shall have been given to the board relating to the management of the corporation may be brought forward and discussed. 23. Chairman to preside at annual general meeting At the annual general meeting, the chairman shall take the chair. If he shall not be present the first vice-chairman, the second vice-chairman or the third vice-chairman in order of seniority shall preside. In the absence of the chairman and vice-chairmen, the voting members present may elect one of their number to preside. 24. Ordinary general meetings (1) An ordinary general meeting of the voting members shall be convened at any time for such purposes as the board thinks fit.(2) Notice of a meeting convened under subparagraph (1) shall be sent by the secretary by prepaid post to each voting member, at his last known address in Hong Kong, at least 14 days before the date of the meeting, and every such notice shall specify the place, date and time of such meeting. 25. General provisions with respect to meetings (1) The accidental omission to give notice of any meeting whatsoever to, or the non-receipt of any notice of meeting by, any person entitled to receive notice thereof shall not invalidate the proceedings at that meeting.(2) A certificate in writing signed by the secretary and stating that a notice was addressed to a person entitled to notice of a meeting at his last known address in Hong Kong and posted by prepaid registered post or prepaid post, as the case may be, shall be conclusive evidence of the facts contained therein. 26. Procedure at general meetings (1) At any general meeting, 20 voting members shall form a quorum. If a quorum is not present within half an hour from the time appointed for any general meeting, the meeting shall stand adjourned to the same day in the following week at the same time and place. If at such adjourned meeting a quorum is not present the business may be transacted with such number of voting members as may be present. (2) The chairman of any general meeting may, with the consent of the majority present at such meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left at the meeting unfinished.(3) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, and every voting member shall have one vote.(4) Subject to this Ordinance, the board may regulate the procedure at any general meeting subject to the approval of the advisory board, and (subject to such approval) may validate any decisions taken at any such meeting notwithstanding any accidental non-compliance with the provisions of this Ordinance. 27. Proxies (1) The vote of a society which is a voting member shall be by proxy.(2) The instrument appointing any proxy shall be in writing under the hand of the person appointing the proxy or, in the case of a society, under the hand of an officer of the society or other authorized person.(3) The instrument appointing a proxy shall be deposited with the board before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. 28. Power to make regulations (1) The board may make regulations in relation to or providing for the maintenance, management, operation, regulation or control of any of the institutions mentioned in paragraph 1.(2) Notwithstanding anything contained in section 20 of the Interpretation and General Clauses Ordinance (Cap. 1) it shall not be necessary to publish any such regulations in the Gazette.