Cap. 1013 - Chinese Young Men’s Christian Association Ordinance

To provide for the incorporation of the Directors of the Chinese Young Men’s Christian Association of Hong Kong. [27 May 1932](Format changes—E.R. 3 of 2023) 1. Short title This Ordinance may be cited as the Chinese Young Men’s Christian Association Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—constitution (憲章) means the constitution of the Chinese Young Men’s Christian Association of Hong Kong as set out in the Schedule hereto, or any amended constitution approved by the Chief Executive which may be made thereunder. (Amended 32 of 1999 s. 3) 3. Incorporation (1) The directors of the Chinese Young Men’s Christian Association 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 of “The Directors of the Chinese Young Men’s Christian Association 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. (Amended 32 of 1999 s. 3)(2) Directors, whether appointed in immediate succession to any of the first directors or not, shall be appointed in accordance with the constitution, and shall for the time being be deemed to be successors in office of the first directors and to be members of the corporation. 4. Powers of corporation (1) The corporation shall have 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, and also to invest moneys upon mortgage of any lands, buildings, messuages, or tenements, or upon the mortgages, debentures, stocks, funds, shares or securities of any corporation or company, and also to purchase, acquire and possess steam-launches, boats and other goods and chattels of what nature and kind soever.(2) The corporation shall further have power by deed under its 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, steam-launches, boats, or other goods and chattels, which are for the time being vested in or belonging to the corporation upon such terms as to the corporation may seem fit. 5. Execution of documents All deeds and other instruments requiring the corporate seal of the corporation shall be sealed in the presence of 2 of the directors and shall be signed by 2 of the directors. 6. Internal management All matters of internal management, including any amendment of the constitution, shall be settled and carried out in accordance with the constitution. 7. 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 of the Chinese Young Men’s Christian Association of Hong Kong Article I—Name and General Policy Paragraph 1. The name of the Association shall be the “Chinese Young Men’s Christian Association of Hong Kong”.Paragraph 2. The object and purpose of the Association shall be the development of Christian character and the cultivation of the Christian spirit of service among young men, in accordance with the teachings of Jesus Christ.Paragraph 3. The Association shall engage in no political movement, and shall not permit its name or premises to be used for political agitation or meetings.Article II—Membership Paragraph 4. Membership in the Association shall be open to men of the Chinese race who are Christians and are over 18 years of age.Paragraph 5. The procedure for admission to membership in the Association shall be as follows—(a) the candidate shall apply in person for membership;(b) the candidate shall be recommended by a member or a secretary of the Association;(c) every application shall be considered by the Membership committee and, if approved, the applicant shall become a member forthwith.Paragraph 6. The duties, responsibilities and privileges of a member of the Association shall be as follows—(a) to make plans for the carrying out of the objects and purposes of the Association and to work for the extension of its several activities;(b) to share in the performance of all work and voluntary service of the Association;(c) to be responsible for securing funds to defray the expenses of the Association.Paragraph 7. Any member of the Association shall be eligible for electing, or being elected to, the Board of Directors.Paragraph 8. The Board of Directors may, as circumstances permit, accept other persons as associate members, who may participate in the activities of the Association.Article III—General Meetings Paragraph 9. All members of the Association who are resident in Hong Kong shall be invited to attend the general meetings of the Association and 25 members present shall constitute a quorum.Paragraph 10. There shall be a regular general meeting of the Association annually, at such time and place as the Board of Directors may decide. Special general meetings may be called by the Board of Directors, or upon the request of more than 10 members.Paragraph 11. The duties and powers of the general meeting shall include the following—(a) to see that the objects and purposes of the Association are carried out;(b) to adopt a general programme for the Association;(c) to elect a Board of Directors;(d) to amend, when necessary, the powers and duties of the Board of Directors;(e) to consider and adopt the report of the Board of Directors.Article IV—Board of Directors Paragraph 12. The Board of Directors of the Association shall be duly elected at the regular annual general meeting of members, in accordance with the constitution.Paragraph 13. The Board of Directors shall consist a minimum of 12 members but not more than 27 members who shall receive no emolument for their service. (Replaced L.N. 92 of 1973)Paragraph 13A. At the regular annual general meeting in every year one-third of the directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office. (Added L.N. 92 of 1973)Paragraph 13B. The directors to retire in every year shall be those who have been longest in office since the last election but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. (Added L.N. 92 of 1973)Paragraph 13C. A retiring director shall be eligible for re-election. (Added L.N. 92 of 1973)Paragraph 14. The Board of Directors shall, at least 2 weeks before the regular annual general meeting of the Association, publish a list of candidates for election, who have been selected by a nominating committee. Additional nominations may be made by 3 or more members, but the names of such nominees must be sent to the general secretary for publication, at least one week before the date of the regular annual general meeting at which the election will be held.Paragraph 14A. There shall be a nominating committee to select candidates for election as directors of the Association. The committee shall consist of not less than 5 members and not more than 7 members who shall be appointed annually by the directors from among their number at least 30 days before the date of the regular annual general meeting at which the election will be held. (Added L.N. 284 of 1992)Paragraph 15. Apart from the retiring directors, who are eligible for re-election, as aforesaid, the nominating committee may select not more than 10 members, who are over 20 years of age, and who must possess the following qualifications—(a) membership of the Association;(b) belief in the purposes of the Association and a willingness to promote its welfare;(c) willingness to share in the financial burden of the Association, by raising funds for its support.Paragraph 16. Casual vacancies in the Board of Directors shall be filled by the Board, and a director thus appointed shall serve for the unexpired term of his predecessor.Paragraph 17. The Board of Directors, at its first meeting after the regular annual general meeting of members, shall appoint annually from its own members a chairman, vice-chairman, recording secretary and treasurer. The chairman and vice-chairman, respectively, shall also assume the offices of president and vice-president of the association.Paragraph 18. The Board of Directors shall hold regular monthly meetings, except in August, and 5 members shall constitute a quorum. Special meetings of the Board may be called at the discretion of the chairman.Paragraph 19. The government of the Association shall be vested in the Board of Directors, who shall have the following powers and duties—(a) to carry out the objects and purposes of the Association, as set out in paragraph 2 of this constitution;(b) to execute the decisions of the Association;(c) to adopt a programme of activities for the Association;(d) to adopt measures for the extension of the Association;(e) to adopt a budget and supervise the finances of the Association;(f) to appoint and discharge secretaries of the Association and to regulate the committees;(g) to cancel the membership of any member for his misconduct, or for his breach of any articles or regulations of the Association;(h) to establish branch associations in the various districts of Hong Kong;(i) to act as trustees of the Association in the holding of real and other immovable property;(j) to enact and promulgate regulations, not contrary to the constitution, for the management of branches, departments, and other sections of the Association.Paragraph 20. Any measure or resolution adopted by a general meeting of members but considered by the Board of Directors as impracticable or requiring modification may be referred back to a general meeting for reconsideration, but a majority of those present at such general meeting may over-ride the veto of the Board.Paragraph 21. The chairman, vice-chairman, recording secretary and treasurer of the Board of Directors, together with the chairman of the committee of a branch and the general secretary of the Association, shall constitute the executive committee of the Association. The powers and duties of the executive committee shall be governed by regulations of the Association.Article IVA—Assets Management Committee Paragraph 21A. There shall be an assets management committee comprising 7 members. The president for the time being shall be an ex officio member of the committee and the other members of the committee shall be elected by the Association at general meeting.Paragraph 21B. A member of the committee, apart from the president, shall have been a president or vice president of the Association or director of the Association for not less than 7 years in the aggregate.Paragraph 21C. Apart from the president and subject as hereinafter provided, members of the committee shall hold office for a term of 6 years.Paragraph 21D. A member whose term of office expires shall be eligible for re-election.Paragraph 21E. The committee shall have the following powers and duties—(a) to approve or disapprove any proposed expenditure or expenditures by the Association involving an amount exceeding in aggregate the amount (being not less than an amount of HK$5,000,000) for the time being and from time to time fixed by the committee for any transaction, whether in respect of purchase, acquisition, investment, construction project, donation, sponsorship or otherwise; and(b) to approve or disapprove any proposed disposition or dispositions by the Association, whether by way of grant, sale, lease, hire, surrender, exchange, loan, transfer or otherwise, of any of the assets of the Association of the value exceeding in aggregate the amount (being not less than the sum of HK$5,000,000) for the time being and from time to time fixed by the committee.Paragraph 21F. The Board of Directors shall not commit the Association to any expenditure or disposition which may involve an amount exceeding the amount for the time being and from time to time fixed by the committee without having first obtained the approval of the committee.Paragraph 21G. Notwithstanding any provisions hereinbefore to the contrary, of the first members elected to the committee, 2 members shall be elected to hold office until the conclusion of the election of members of the committee at the second annual general meeting of the Association held after their election, 2 members shall be elected to hold office until the conclusion of election of members of the committee at the fourth annual general meeting of the Association held after their election and the remaining 2 members shall be elected to hold office until the conclusion of election of members of the committee at the sixth annual general meeting of the Association held after their election.Paragraph 21H. Casual vacancies in the committee shall be filled by the Board, and a member thus appointed shall serve for the unexpired term of his predecessor. (Article IVA added L.N. 284 of 1992)Article V—Standing Committees Paragraph 22. The Board of Directors may from time to time delegate part of its duties to committees.Paragraph 23. The chairman of each committee shall be appointed by the president of the Association.Paragraph 24. The number of members in each committee and the terms of office and the duties of the members shall be such as the Association at general meeting or as the Board of Directors may from time to time decide:Provided that the decision of the Board of Directors shall not conflict with the decision of the Association at general meeting. (Replaced L.N. 284 of 1992)Paragraph 25. The president and the general secretary of the Association shall be ex officio members of every committee.Article VI—Secretaries Paragraph 26. The secretaries shall administer the affairs of the Association, in accordance with the principles and policy as provided by the constitution and regulations.Paragraph 27. The appointment of secretaries and their duties shall be governed by the regulations and other rules of the Association.Article VII—Branches Paragraph 28. Members of the Association, resident in Hong Kong, may organize branches of the Association in accordance with the constitution of the Association and subject to the approval of the Board of Directors.Article VIII—Amendments Paragraph 29. Amendments to this constitution, except paragraphs 2, 3, 4 and 7, may be made at any general meeting held under paragraph 10, provided that the proposed amendment shall have been sent in writing to the general secretary for examination by the Board of Directors, and publication at least one month before the next general meeting, and that it shall be passed at such general meeting by a two-thirds majority of all members present at the meeting; and provided also that no such amendment shall be effective until the constitution as so amended is approved by the Chief Executive. (Amended 32 of 1999 s. 3)Article IX—Citation Paragraph 30. The contents of this Schedule may be cited as the Chinese Young Men’s Christian Association Constitution.