Cap. 304 - Hong Kong Arts Centre Ordinance

To provide for the continued incorporation of the Hong Kong Arts Centre and for matters connected therewith. [1 April 1986](Format changes—E.R. 1 of 2022) Part I Preliminary 1. Short title This Ordinance may be cited as the Hong Kong Arts Centre Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—Board (監督團) means the Board of Governors of the Centre established under section 8;Centre (中心) means the Hong Kong Arts Centre referred to in section 3;Chairman (主席) means the Chairman of the Board appointed under section 10 or the Deputy Chairman or any other member of the Board when acting under that section as the Chairman;Executive Director (總幹事) means the Executive Director of the Centre appointed under section 11 or any person appointed under that section to act as Executive Director; (Amended 59 of 2000 s. 3)individual member of the Centre (中心的個人會員) means a natural person who is a member of the Centre;organization member of the Centre (中心的團體會員) means any society, body (whether corporate or otherwise), association or club, which is a member of the Centre;repealed Ordinance (被廢除的條例) means the Hong Kong Arts Centre Ordinance (Cap. 304, 1974 Ed. originally 47 of 1974) repealed by section 32(1). Part II The Hong Kong Arts Centre 3. Continuation of incorporation of the Hong Kong Arts Centre The corporation incorporated by the repealed Ordinance and known as the “Hong Kong Arts Centre (香港藝術中心)”, shall continue, in that name, as a body corporate with perpetual succession and capable of suing and being sued. 4. Seal of the Centre The Centre shall have a common seal, and the fixing of the seal shall be—(a) authorized or ratified by resolution of the Board; and(b) authenticated by the signature of any 2 members of the Board authorized by the Board, either generally or specially, to act for that purpose. 5. Documents of the Centre (1) The Centre may make and execute any document in the performance or exercise of its functions or powers or in connexion with any matter reasonably incidental to or consequential upon the performance or exercise of its functions or powers.(2) Any document purporting to be duly executed under the seal of the Centre shall be admitted in evidence and shall, unless the contrary is proved, be deemed to have been duly executed. 6. Objects of the Centre Subject to this Ordinance, the objects of the Centre are—(a) to promote, sponsor, encourage and provide for the appreciation of and participation in the visual, literary, musical and performing arts of whatever nature;(b) to promote, exhibit, display and perform such arts, publicly and otherwise;(c) to promote, support, sponsor, encourage and provide facilities for the learning and practising of such arts;(d) to initiate, support and sponsor the creation, composition and production of such arts;(e) to co-operate with and assist persons, companies, societies, bodies and associations which have as their objects any of the objects specified in paragraphs (a) to (d);(f) such objects ancillary and incidental to the objects specified in paragraphs (a) to (e) as the Board may consider appropriate; and(g) to apply its profits howsoever derived solely towards the promotion of its objects specified in this section,in and outside Hong Kong. 7. Powers of the Centre Subject to this Ordinance and to the Special Conditions of the Private Treaty Grant to the Centre of Inland Lot 8382, the Centre may do all such things as are necessary for, or incidental or conducive to, the better carrying out of its objects and in particular, but without prejudice to the generality of the foregoing, may—(a) acquire, take on lease, purchase, hold and enjoy property, movable or immovable, and sell, let or otherwise dispose of or deal with such property;(b) enter into any contract;(c) provide facilities and amenities for users of the Centre;(d) employ staff, advisors and consultants and set terms of remuneration and conditions of their employment;(e) provide residential accommodation for staff, advisers, consultants, visiting artists and performers, and for their dependants;(f) provide or contribute to pensions, gratuities or other benefits for staff and their dependants;(g) invest the funds of the Centre in such manner and to such extent as it thinks appropriate or expedient;(h) borrow money in such manner and on such security or terms as it thinks appropriate or expedient;(i) apply for and receive any grant in aid, sponsorship or donation for the purpose of performing its functions, on such conditions as it thinks appropriate or expedient;(j) erect, provide, equip, maintain, alter, remove, demolish, replace, enlarge, improve and keep in repair its buildings, premises, furniture and equipment;(k) fix and collect fees, subscriptions and charges and specify conditions for the use of facilities and services provided by it;(l) reduce, waive or refund fees, subscriptions or charges fixed in the exercise of its powers under this section generally or in any particular case or class of case;(m) receive and solicit gifts, whether on trust or otherwise, and act as trustee of moneys or other property vested in it on trust;(n) print, reproduce or publish or arrange for the printing, reproduction or publishing of any manuscript, book, play, music, script, programme, poster, advertisement or other material including video and audio material, as it deems expedient;(o) commission any play, script, composition, choreography, film, work of visual art or other work;(p) either alone or jointly with others, mount or present any exhibition or dramatic, musical, dance or film production;(q) provide financial assistance, by way of grant or loan, in pursuance of its objects. Part III The Board 8. Establishment of the Board (1) There is hereby established a Board to be known as the Board of Governors of the Hong Kong Arts Centre.(2) The Board shall be the governing and executive body of the Centre and, as such, may exercise all the powers conferred and shall perform all the duties imposed on the Centre by this Ordinance. 9. Membership of the Board (1) The Board shall consist of not more than 15 members.(2) The following persons shall be members of the Board—(a) the Executive Director, ex officio; (Amended 59 of 2000 s. 3)(b) not more than 3 members appointed by the Chief Executive; (Amended 59 of 2000 s. 3)(c)-(d) (Repealed 78 of 1999 s. 7)(e) 2 members elected by individual members of the Centre under section 21(1)(a) who shall represent the interests of the individual members;(f) 2 members nominated by the organization members of the Centre elected under section 21(1)(b) who shall represent the interests of the organization members; and(g) at least 4 but not more than 7 members, being persons interested in the visual, literary, musical or performing arts, co-opted by the members of the Board who are members under any of the foregoing paragraphs. (Amended 78 of 1999 s. 7)(3) The first appointment of the members of the Board under subsection (2)(b) shall be made as soon as possible after the commencement* of this Ordinance.(4) All members of the Board shall be individual members of the Centre. Editorial Note: * Commencement date: 1 April 1986. 10. Officers of the Board (1) The Chairman of the Board shall be appointed by the Chief Executive from amongst the members of the Board for such period not exceeding 3 years as the Chief Executive may determine or until he sooner ceases to hold office as a member of the Board, whichever is the earlier. (Amended 59 of 2000 s. 3)(2) The Deputy Chairman of the Board shall be appointed by the members of the Board from amongst themselves for such period not exceeding 3 years as the Board may determine or until he sooner ceases to hold office as a member of the Board, whichever is the earlier.(3) The Deputy Chairman shall act as Chairman if the Chairman is absent from Hong Kong or is, for any other reason, unable to act as Chairman.(4) If for any period both the Chairman and the Deputy Chairman are absent from Hong Kong or are, for any other reason, unable to perform the functions of their respective offices the members of the Board may appoint 2 of their number to act as Chairman and Deputy Chairman respectively during that period.(5) The Board shall as soon as possible appoint a Secretary of the Board who may be a member of the Board.(6) The Executive Director, or the Secretary (if he is a member of the Board), shall not be appointed to be the Chairman or Deputy Chairman of the Board. (Amended 59 of 2000 s. 3) 11. Executive Director (1) The Board shall by resolution appoint the Executive Director, on such terms as may be agreed, who shall be responsible to the Board and in whom shall be vested the management, conduct and administration of the Centre.(2) If for any period the Executive Director is absent from Hong Kong or is, for any other reason, unable to perform the functions of his office, the Board may by resolution appoint a person to act as Executive Director during that period.(3) (Repealed 59 of 2000 s. 3)(Amended 59 of 2000 s. 3) 12. Term of office, resignation of members, etc. (1) Without prejudice to section 42 of the Interpretation and General Clauses Ordinance (Cap. 1), a member of the Board appointed under section 9(2)(b), (c) or (d) shall hold office for a specified period not exceeding 3 years.(2) A member of the Board by virtue of section 9(2)(e) or (f) shall hold office for such period not exceeding 3 years as the Board may determine.(3) A member of the Board co-opted under section 9(2)(g) shall hold office for a period of 2 years after the commencement* of this Ordinance and thereafter he shall hold office for a specified period not exceeding 3 years.(4) A member of the Board, other than the Executive Director— (Amended 59 of 2000 s. 3)(a) shall not hold office for more than 2 consecutive terms;(b) subject to paragraph (a), may be reappointed, re-elected or re-co-opted as a member of the Board after he ceases to be such a member;(c) may at any time by notice in writing to the Chairman resign from the Board.(5) When a member of the Board, other than the Executive Director, ceases to hold office, whether by effluxion of time or as a result of resignation or otherwise, the procedure for a new appointment or reappointment, election or re-election, co-option or re-co-option, as the case may be, shall be as if the office were being filled for the first time. (Amended 59 of 2000 s. 3)(6) In this section specified period (指明期間) means the period specified when the member of the Board was appointed or co-opted under section 9. Editorial Note: * Commencement date: 1 April 1986. 13. Disqualification from being a member of the Board (1) A person shall not be qualified to be a member of the Board if he—(a) is an undischarged bankrupt or, within the previous 5 years, has without paying his creditors in full either obtained his discharge in bankruptcy or entered into a composition with them;(b) is the subject of a decision under the Mental Health Ordinance (Cap. 136) that he is of unsound mind and incapable of managing himself and his affairs;(c) is otherwise, in the opinion of the Board, unable or unfit to discharge the duties or perform the functions of a member of the Board.(2) A person disqualified under subsection (1)(b) shall be eligible to be a member of the Board if under the Mental Health Ordinance (Cap. 136) it is subsequently found that his unsoundness of mind has ceased. 14. Non-attendance If a member of the Board, other than the Executive Director, fails to attend any 3 consecutive meetings of the Board he shall, unless the failure is due to some reason approved by the Board, cease to hold office as a member of the Board.(Amended 59 of 2000 s. 3) 15. Meetings and procedure of the Board (1) Meetings of the Board shall, subject to subsection (2), be held at such times and places as the Chairman may appoint.(2) The Board shall meet not less than 4 times in each year.(3) Notice of meeting shall be given by the Secretary of the Board to each member of the Board at least 7 clear days before the day of each meeting, except in case of emergency (in the opinion of the Chairman or Deputy Chairman of the Board) when as long a period of notice as possible shall be given.(4) Accidental omission to give notice under subsection (3) to any member of the Board shall not affect the validity of a meeting.(5) At any meeting of the Board 6 members of the Board or not less than half the number of the members of the Board, whichever is the greater, shall be a quorum. (Amended 59 of 2000 s. 3)(6) The Chairman shall preside at the meetings of the Board.(7) Any question before the Board at any meeting shall be decided by a majority of votes of the members of the Board present and voting thereon and in the event of an equality of votes the Chairman shall have a casting vote in addition to his original vote.(8) If a member of the Board has an interest (whether a pecuniary interest or otherwise) in any matter to be considered at a meeting of the Board at which he is present, he shall before the matter is considered state the fact and nature of the interest and shall, if required by the Board, withdraw while the matter is considered and in any case shall not vote thereon.(9) Subject to this Ordinance, the Board may determine its own procedure. 16. Transaction of business by circulation of papers The Board may transact any of its business by circulation of papers, and a resolution in writing which is approved in writing by a majority of the members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board. 17. Validity of acts of the Board The proceedings of the Board shall not be invalidated by any vacancy in its membership, or by any defect in the appointment or reappointment, election or re-election, co-option or re-co-option, or qualification of any member thereof. 18. Power of Board to delegate (1) Subject to subsection (2), the Board may by resolution, with or without restrictions or conditions as it thinks fit, delegate in writing any of its powers and duties to—(a) the Executive Director;(b) any committee created under section 22(1).(2) Save as otherwise provided in this Ordinance the Board shall not delegate the power—(a) to appoint the Executive Director;(b) to create any committee under section 22(1);(c) to approve the programme and estimates referred to in section 23(1);(d) to appoint an auditor under section 25(1);(e) to make by-laws under section 28;(f) to make rules under section 29.(Amended 59 of 2000 s. 3) 19. Power of Executive Director to delegate (1) Subject to subsection (2), the Executive Director may, with or without restrictions or conditions as he thinks fit, delegate in writing to such person or committee of persons as he thinks fit, his powers and duties, including any power or duty delegated to him under section 18.(2) The power conferred by subsection (1) on the Executive Director to delegate any power or duty of the Board delegated to him under section 18, and the exercise by any person or committee of persons of any such power or duty delegated by the Executive Director under subsection (1), shall be subject to any restriction or condition imposed by the Board in respect of the Executive Director’s exercise thereof under section 18.(Amended 59 of 2000 s. 3) Part IV Membership of the Centre and Committees 20. Membership of the Centre (1) The Board shall, within 6 months after the commencement* of this Ordinance, establish the membership of the Centre according to such types or classes as the Board thinks fit.(2) The membership of the Centre established under subsection (1) shall consist of individual members and organization members in accordance with rules made under section 29.(3) With effect from the commencement of this Ordinance and until the membership of the Centre is established under subsection (1), the membership of the Centre shall consist of those persons and organizations who were members of the Hong Kong Arts Centre, under the Constitution of the Hong Kong Arts Centre revoked by section 32(2), immediately before such commencement. Editorial Note: * Commencement date: 1 April 1986. 21. Election by members of the Centre to be members of the Board (1) The Board shall, within 6 months after the commencement* of this Ordinance and thereafter whenever the need arises, cause an election to be held—(a) to elect 2 individual members of the Centre to be members of the Board for the purpose of section 9(2)(e); and(b) to elect 2 organization members of the Centre to be members of the Board for the purpose of section 9(2)(f).(2) The procedure at elections under subsection (1) shall be determined by the Board. Editorial Note: * Commencement date: 1 April 1986. 22. Creation and functions of committees (1) The Board may create, and appoint the members of, such committees for any general or special purposes as it thinks fit and any such committee may include persons who are not members of the Board.(2) The chairman of a committee created under subsection (1) shall be appointed by the Board and the number of members of a committee shall be determined by the Board.(3) Subject to the directions of the Board and any rules made under section 29, a committee created under subsection (1) may determine its own procedure for its meetings.(4) The proceedings of any committee created under subsection (1) shall not be invalidated by any vacancy in the membership of the committee, or by any defect in the appointment of any member thereof. Part V Financial Provisions 23. Programme and estimates (1) The Board shall prepare and approve in respect of each financial year of the Centre a programme of its proposed activities and estimates of its income and expenditure.(2) The financial year of the Centre shall be fixed by the Board. 24. Accounts (1) The Board shall maintain proper accounts and records of all income and expenditure.(2) As soon as possible after the end of each financial year of the Centre the Board shall cause to be prepared statements of income and expenditure relating to the previous financial year and of the assets and liabilities of the Centre on the last day thereof. 25. Auditors (1) The Board shall appoint an auditor who shall be entitled at any time—(a) to have access to such books of account, vouchers and other records of the Centre; and(b) to require such information and explanation,as he considers necessary to discharge his functions.(2) The auditor shall audit the statements prepared under section 24(2) and shall report thereon to the Board. Part VI General 26. Particulars to be delivered to the Registrar of Companies (1) Within 30 days after the commencement* of this Ordinance, the Secretary of the Board shall deliver to the Registrar of Companies for registration—(a) notice in writing of the address of the Centre;(b) a list containing the names and addresses of the members of the Board;(c) the name and address of the Executive Director. (Amended 59 of 2000 s. 3)(2) Within 30 days after any change in any of the particulars required by subsection (1)(a), (b) or (c) to be delivered to the Registrar of Companies, the Secretary of the Board shall deliver notice of the change to the Registrar of Companies for registration.(3) Not later than 6 months after the end of each financial year of the Centre a statement of income and expenditure during that financial year and of the assets and liabilities of the Centre on the last day of that financial year prepared under section 24(2), and the report of the auditor thereon made under section 25(2), shall be delivered by the Secretary of the Board to the Registrar of Companies for registration.(4) 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. (Amended 28 of 2012 ss. 912 & 920)(5) The Centre shall pay such fees for registering any document under this section as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) in respect of a company not having a share capital. (Amended 28 of 2012 ss. 912 & 920) Editorial Note: * Commencement date: 1 April 1986. 27. Unauthorized use of title of Centre (1) No person shall incorporate or form, or be a director, office bearer or organizer of, or work in connexion with, or be a member of, any company, body corporate, firm or organization which, without the written authority of the Centre—(a) purports or holds itself out to be—(i) the Centre or any branch or part thereof; or(ii) connected or associated with the Centre in any manner whatsoever; or(b) uses the title “Hong Kong Arts Centre” or “香港藝術中心” or a title in any language which so closely resembles the title “Hong Kong Arts Centre” or “香港藝術中心” as to be capable of deceiving or misleading any person into believing that the company, body corporate, firm or organization is—(i) the Centre or any branch or part thereof; or(ii) connected or associated with the Centre in any manner whatsoever.(2) Any person who contravenes subsection (1) commits an offence and is liable to a fine at level 3. (Amended E.R. 2 of 2014) 28. By-laws (1) The Board may, under its common seal, make by-laws not inconsistent with this Ordinance for the better management of the Centre and in particular, but without prejudice to the generality of the foregoing, may by such by-laws provide for—(a) the management and control, including the closing or partial closing, of the premises;(b) the fixing of the times or occasions during which the premises or any part thereof may be open to any class of persons;(c) the regulation of the conduct of persons in or on the premises or any part thereof, including—(i) authorizing the removal from the premises of any person by an employee of the Centre, or by a police officer on the request of any such employee;(ii) requiring any person to give his name and address to any such employee or police officer; and(iii) authorizing any such employee to arrest without a warrant and detain a person until he can be taken into custody by a police officer,where such employee has reasonable grounds to believe that the person has committed or is about to commit an offence under the by-laws made under this section;(d) the authorization of a police officer to take into custody without a warrant any person arrested by an employee of the Centre and to apply sections 51 and 52 of the Police Force Ordinance (Cap. 232);(e) the control (including prohibition) of trading, advertising or the erection of structures in or on the premises; the removal, storage and sale of any trading, advertising or construction materials that are brought into or remain in or on the premises in contravention of any by-law made under this section, the recovery of any costs incurred in respect of such removal, storage and sale, and the forfeiture of the proceeds of such sale;(f) the general regulation and management of the premises and of any facility, equipment or fitting provided therein.(2) Any by-law made under this section may provide that a contravention of specified provisions thereof shall be an offence and may prescribe penalties therefor not exceeding a fine at level 1 and imprisonment for 3 months. (Amended E.R. 1 of 2022)(3) Without prejudice to any Ordinance relating to the prosecution of criminal offences or to the powers of the Secretary for Justice in relation to the prosecution of criminal offences, prosecutions under any by-law made under this section may be brought in the name of the Centre. (Amended L.N. 362 of 1997)(4) In this section premises (處所) means any premises or land of the Centre. 29. Rules The Board may make rules for the better carrying out of the provisions of this Ordinance and in particular, but without prejudice to the generality of the foregoing, may by such rules provide for—(a) the discipline of persons in the employment of the Centre;(b) the membership of the Centre, the rights and liabilities of members, and the regulation of the conduct of members;(c) the composition, powers, functions and duties of any committee created under section 22 and the term of office of the members of such committee;(d) the quorum and the regulation of the proceedings of any committee created under section 22. 30. Savings and transitional (1) No appointment under section 5 of the repealed Ordinance shall be affected by the repeal.(2) All property, whether movable or immovable, rights and privileges vested in the Hong Kong Arts Centre immediately prior to the commencement* of this Ordinance shall continue to be vested in the Centre on the terms and conditions, if any, on which the same were then vested at that date, and nothing in this Ordinance shall affect the obligations and liabilities to which it was subject immediately prior to the commencement of this Ordinance. Editorial Note: * Commencement date: 1 April 1986. 31. 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 as are mentioned in this Ordinance and those claiming by, from or under them.(Amended 59 of 2000 s. 3) 32. Repeal and revocation (1) The Hong Kong Arts Centre Ordinance (Cap. 304, 1974 Ed. originally 47 of 1974) is repealed.(2) The Constitution of the Hong Kong Arts Centre is revoked.