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Council |
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Election
of the President and Vice-President |
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Election
of Honorary Secretary, Honorary Treasurer and Council Members |
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Disqualification
of Members of Council |
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Proceedings
of Council |
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Powers
of Council |
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Resignation
and Forfeiture of Membership |
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Expulsion |
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Votes |
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Officers |
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Borrowing
Powers |
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Bye-laws |
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General
Meetings |
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Notice
of General Meetings |
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Proceedings
at General Meeting |
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Accounts |
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Audit
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Notice |
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The
Seal |
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Authentication
of the Deeds and Documents |
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Winding-up |
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Indemnity |
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Council |
| 1. |
English and Chinese are the official languages of the
Society. However in case of conflict English meaning shall
prevail. |
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| 2.
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The
Society shall have a Council consisting of not more than
13 members, namely: |
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| (i) |
The
President of the Society, who shall ex-officio be
a member of the Council. The President shall be
elected by the Society in general meeting from among
those members of the Society who shall have been
Fellows of the Society for not less than one year
and who shall have been members of the Council of
the Society for not less than one year. The President
shall retire from office at the second annual general
meeting next after at which he is elected. He shall
be eligible for re-election. |
| (ii) |
(ii)
Up to four Vice-Presidents of the Society, who shall
ex-officio be members of the Council. The Vice-Presidents
shall be elected by the Society in general meeting
from among those members of the Society who shall
have been Fellows of the Society for not less than
one year. The Vice-Presidents shall retire from
office at the second annual general meeting next
after that at which they are elected. They shall
be eligible for re-election. |
| (iii) |
The
Honorary Secretary and Honorary Treasurer of the
Society, who shall ex-officio be member of the Council.
The Honorary Secretary and Honorary Treasurer shall
be elected by the Society in general meeting from
among its members who shall have been Fellows of
the Society for not less than one year. The Honorary
Secretary and Honorary Treasurer shall retire from
office at the second annual general meeting next
after that at which they are elected. They are eligible
for re-election. |
| (iv) |
Up
to six other members, of whom the retiring President
of the outgoing Council shall ex-officio be one
without election and the remaining members shall
be elected by the Society in general meeting from
among those members of the Society who shall have
been Fellows of the Society for not less than one
year. |
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| 3.
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The Council shall have power to appoint any member of
the Society to fill any casual vacancy occurring by death
or resignation or by reason of the member of the Council
ceasing during his term of office to be a Member of the
Society. But any member of the Council so appointed shall
hold office only until the next Annual General Meeting
of the Society and he shall be eligible for re-election. |
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Election
of the President and Vice-President |
| 4. |
A candidate for election as the President or Vice-President
must be either a Fellow of the Society and must be proposed
by one and seconded by another Fellow of the Society,
and such proposal must be sent to the Honorary Secretary
not less than fourteen days before the annual meeting.
If the Council shall receive no nomination from the Fellow
of the Society the Council shall have a right to nominate
a candidate for the Presidency or Vice-Presidency as the
case may be. The Honorary Secretary shall circulate to
all members of the Society not less than seven days before
the annual general meeting the name or names of the nominees
or nominee for the Presidency or the Vice-Presidency.
At the annual general meeting the President and Vice-Presidents
shall be elected from among such nominees for the said
respective posts, and if there is only one nominee for
the post the general meeting shall elect that nominee
for the post. |
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Election
of Honorary Secretary, Honorary Treasurer and Council
Members |
| 5.
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A
candidate for election as the Honorary Secretary, Honorary
Treasurer or Council Member must be a Fellow of the Society
and must be proposed by one and seconded by another Fellow
of the Society and such proposal shall be sent to the
Honorary Secretary not less than 14 days before the annual
general meeting, provided that the Council may nominate
one or more candidates not less than 7 days before the
annual general meeting. The Honorary Secretary shall circulate
to all members of the Society not less than 7 days before
the annual general meeting the name or names of the nominee
or nominees for the above-mentioned posts. At the annual
general meeting, the Honorary Secretary, the Honorary
Treasurer or the Council Member shall be elected from
among such nominees for the said respective posts. |
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Disqualification
of Members of Council |
| 6. |
The
office of a member of the Council shall ipso facto be
vacated: |
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| (a) |
If
he becomes bankrupt or suspends payment or compounds
with his creditors, or |
| (b) |
If
he is found lunatic or becomes of unsound mind,
or |
| (c) |
If
he resigns his office by notice in writing to the
Society, or ceases to be an exercise or sport physiologists
or fitness professionals, or |
| (d) |
If
he ceases to be a member of the Society, or |
| (e) |
If he has been convicted of a criminal offence,
or |
| (f) |
If
he failed to disclose his educational training and
qualification or has committed forgery or deception. |
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| 7.
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Subject
to the provisions of the Memorandum and Articles of Association
of the Society no council member shall be disqualified
by his office from contracting with the Society either
as vendor, purchaser, or otherwise, nor shall any such
contract, or any contract or arrangement entered into
by or on behalf of the Society in which any council member
shall be in any way interested, be avoided, nor shall
any council member be liable to account to the Society
for any profit realised by any such contract or arrangement
by reason only of such council member holding that office
or of the fiduciary relations thereby established, but
it is declared that the nature of his interest must be
disclosed by him at the meeting of the Council at which
the contract or arrangement is first taken into consideration
if his interest then exists, or in any other case, at
the first meeting of the Council after the acquisition
of his interest. If a council member becomes interested
in a contract or arrangement after it is made or entered
into the disclosure of his interest shall be made at the
first meeting of the Council held after he becomes so
interested. No council member shall as a council member
vote in respect of any contract or arrangement in which
he is so interested as aforesaid; and if he does so vote
his vote shall not be counted, but this prohibition may
at any time or times be suspended or relaxed to any extent
by a general meeting and such prohibition shall not apply
to any contract by or on behalf of the Society to give
to the members of the Council or any of them any security
for advances or by way of indemnity. A general notice
that a council member is a member of any specified firm
or company, and is to be regarded as interested in all
transactions with that firm or company, shall be sufficient
disclosure under this Article as regards such council
member and the said transaction, and after such general
notice it shall not be necessary for such council member
to give a special notice relating to any particular transaction
with that firm or company. |
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| 8.
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At
each Annual General Meeting the two members longest in
office since election or re-election shall retire but
shall be eligible for re-election Provided that for the
purpose of re-election, the President and the Vice President
shall not be required to retire. As between members who
shall have been longest in office for a term of equal
length those to retire shall be determined by lot. |
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| 9. |
The Council shall have power to co-opt a Member to fill
any casual vacancy in the Council which may occur during
a year of office. The appointment of any such co-opted
member shall be subject to confirmation at the next Annual
General Meeting of Members. |
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| 10. |
A retiring member of the Council shall act as a member
of the Council throughout the meeting at which he retires. |
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| 11. |
The Society in general meeting may, subject to the provisions
of these Articles, from time to time, appoint new members
of the Council, and may increase or reduce the number
of members of Council in office, and may also determine
the term such increased or reduced number of members of
Council is to hold office or go out of office. |
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| 12. |
The Society at any general meeting at which members of
the Council retire may fill up the vacated offices by
electing a like number of qualified persons to be members
of the Council, and, without notice in that behalf, may
fill up any other vacancies. |
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| 13. |
If, at any general meeting at which an election of members
of the Council ought to take place, the place of any member
retiring is not filled up, he shall, if willing, continue
in office until the annual general meeting in the next
year, and so on from year to year until his place is filled
up, unless it shall be determined at such meeting on due
notice to reduce the number of members of the Council. |
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| 14. |
The Society may by extraordinary resolution remove any
member of the Council before the expiration of his period
of office, and may by ordinary resolution appoint another
qualified persons in his stead; the person so appointed
shall hold office during such time only as the member
in whose place he is appointed would have held the same
if he had not been removed. |
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Proceedings of Council |
| 15. |
The Council may meet together for the despatch of business,
adjourn, and otherwise regulate their meetings and proceedings,
as they think fit, and may determine the quorum necessary
for the transaction of business. Until otherwise determined,
four council members shall be a quorum. A member interested
is to be counted in a quorum notwithstanding his interest. |
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| 16. |
The President may at any time, and the Honorary Secretary
upon the request of a member shall, convene a meeting
of the Council. A member who is at any time not in Hong
Kong shall not during such time be entitled to notice
of any such meeting. |
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| 17. |
A meeting of the Council for the time being at which a
quorum is present shall be competent to exercise all or
any of the authorities, powers, and discretions by or
under the regulations of the Society for the time being
vested in or exercisable by the Council generally. |
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| 18. |
Questions arising at any meeting shall be decided by a
majority of votes, and in case of an equality of votes
the chairman of the meeting shall have a second or casting
vote. |
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| 19.
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The
Council may delegate any of their powers to sub-committees
consisting of such member or members either from among
their body or from the general body of members as they
think fit, and may, from time to time, revoke such delegation,
or revoke the appointment of and discharge any such sub-committee
either wholly or in part and either as to persons or purposes,
but every sub-committee either wholly or in part and either
as to persons or purposes, but every sub-committee so
formed shall, in the exercise of the powers so delegated,
conform to any regulations that may from time to time
be imposed on it by the Council. |
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| 20. |
All acts done by such sub-committee in conformity with
such regulations and in fulfillment of the purposes for
which it is appointed, but not otherwise, shall have the
like force and effect, as if done by the Council. |
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| 21.
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All
acts done by any meeting of the Council, or of a sub-committee
or by any person acting as a member, shall, notwithstanding
that it shall afterwards be discovered that there was
some defect in the appointment of any such members or
persons acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be a member. |
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| 22. |
A
resolution in writing signed by all the members shall
be as valid and effectual as if it has been passed at
a meeting of the Council duly called and constituted. |
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Powers
of Council |
| 23. |
The Council shall exercise all such powers and do all
such things as may be exercised or done by the Society,
save such as are by these articles or by any statute for
the time being in force required to be exercised or done
by the Society in general meeting. |
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Resignation
and Forfeiture of Membership |
| 24. |
Any member wishing to resign his membership of the Society
shall give notice in writing addressed to the Honorary
Secretary and deposited at the registered office of the
Society before the 31st day of December of his intention
so to do, otherwise he shall be liable to pay the annual
subscription for the next year. |
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| 25.
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The
name of a member whose annual subscription is unpaid on
the 30th day of June of the year to which the subscription
relates shall be posted in the Society Premises and any
member whose subscription is still unpaid by the following
31st December shall cease ipso facto to be a member of
the Society and shall forfeit all right in, and claim
upon, the Society and its property; but may be reinstated,
at the discretion of the Council, on payment of all arrears. |
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Expulsion |
| 26. |
If any member shall wilfully refuse or neglect to comply
with the provision of the Memorandum or Articles of the
Society, or bye-laws of the Society, or the rule of etiquette
of the profession of sport or exercise physiologist or
fitness professional, or shall be guilty of any conduct
unworthy of a sport or exercise physiologist or fitness
professional or a gentleman or likely to be injurious
to the Society as the case may be, such member shall be
liable to expulsion by a resolution of the Society in
general meeting passed by not less than three-fourths
of the members present at the meeting provided that at
least one week before the meeting at which such resolution
is passed he shall have had notice thereof, and of the
intended resolution for his expulsion, and that he shall
at such meeting and before the passing of such resolution
have had an opportunity of giving orally or in writing
any explanation or shall forfeit all right in and claim
upon the Society and is property. |
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| 27.
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If
any member shall be convicted of an indictable offence
or adjudged a bankrupt, or shall make any composition
or arrangement with his creditors, under the provisions
of any statute, or shall, on account of misconduct, be
prohibited by the competent authority from continuing
to practise as a sport or exercise physiologist or fitness
professional, he shall ipso facto cease to be a member
of the Society and shall forfeit all right in, and claim
upon, the Society and its property; but upon application
being made by such member to the Council stating the cause
of such indictment, adjudication in bankruptcy, making
of any composition or arrangement or prohibition as aforesaid
as the case may be, such member may be re-admitted and
restored to his former right by the Council. |
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Votes |
| 28.
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Every
Member shall have one vote. Honorary Fellows or Associate
Members shall not be entitled to any vote and shall not
be eligible to become members of the Council. |
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No member shall be entitled to vote at any general meeting
unless all moneys presently payable by him to the Society
have been paid. |
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| 30.
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Whether
upon a show of hands or on a poll votes may only be given
personally. No member not personally present shall be
entitled to vote. |
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Officers |
| 31.
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The
officers of the Society shall consist of the President,
the Vice-Presidents, the Honorary Secretary and the Honorary
Treasurer. |
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| 32. |
No officer of the Society shall receive any remuneration
for his services, but nothing herein contained shall be
deemed to prohibit the reimbursement to the Honorary Secretary
for such sums as may be disbursed by him for clerical
or other assistance. |
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| 33. |
Each of the said first officers shall retire from office
at the first Annual General Meeting after the incorporation
of the Society but shall be eligible for re-election or,
in the case of the Honorary Secretary, for re-appointment. |
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| 34. |
A retiring officer shall act as an officer of the Society
throughout the meeting at which he retires. |
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Borrowing
Powers |
| 35.
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The
Council may issue debentures, debenture stock, bonds,
or obligations of the Society at any time, in any form
or manner, and for any amount and may raise or borrow
for the purposes of the Society any sum or sums of money
either upon mortgages or charge of any of the property
of the Society or on bonds or debentures or otherwise,
as the Council may think fit. |
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Bye-laws |
| 36. |
The Council shall have power from time to time to make,
alter, and repeal all such bye-laws as they may deem necessary
or expedient or convenient for the proper conduct and
management of the Society, and in particular, but not
exclusively, they may by such bye-laws regulate: |
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| (a) |
The
admission and classification of temporary or restricted
members of the Society and the rights and privileges
of such members. |
| (b) |
The admission of different classes of members of
the Society. |
| (c) |
The terms and conditions upon which honorary guests,
and visitors, shall be permitted to use the premises
and property of the Society. |
| (d) |
The
times of opening and closing of the club-house,
or other premises of the Society or any part thereof. |
| (e) |
The rules to be observed, and prizes or stake to
be played for by members of the Society playing
any games on the premises of the Society. |
| (f) |
The
prohibition of particular games on the premises
of the Society entirely or at any particular time
or times. |
| (g) |
The conduct of members of the Society in relation
to one another and to the Society’s employees,
officers and servants. |
| (h) |
The setting aside of the whole or any part or parts
of the Society premises at any particular time or
times, or for any particular purpose or purposes. |
| (i) |
The imposition of fines for the breach of any bye-law
or any Articles of Association of the Society. |
| (j)
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The
procedure at general meetings and meetings of the
Council of the Society. |
| (k)
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And generally
all such matters as are commonly the subject matter
of Society rules. |
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The
Council shall adopt such means as they deem sufficient
to bring to the notice of members of the Society all such
by-laws, amendments, and repeals; and all such bye-laws,
so long as they shall be in force shall be binding upon
all members of the Society Provided, nevertheless, that
no bye-law shall be inconsistent with, or shall affect
or repeal, anything contained in the Memorandum or Articles
of Association of the Society and that any bye-law may
be set aside by a special resolution of a general meeting
of the Society. |
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General
Meetings |
| 37. |
The first general meeting shall be held at such time,
not being less than one month nor more than six months
after the incorporation of the Society, and at such place,
as the Council may determine. |
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| 38. |
A general meeting shall be held once in every calendar
year at such time (not being more than fifteen months
after the holding of the last preceding general meeting)
and at such place as may be prescribed by the Society
in general meeting or, in default, at such time in the
third month following that in which the anniversary of
the Society’s incorporation occurs, and at such place
as the Council shall appoint. In default of a general
meeting being so held, a general meeting shall be held
in the month next following, and may be convened by any
two members in the same manner as nearly as possible as
that in which the meetings are to be convened by the Council. |
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| 39.
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The
above-mentioned general meetings shall be called annual
general meetings; all other general meetings shall be
called extraordinary general meetings. |
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| 40.
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The
Council may, whenever they think fit, convene an extraordinary
general meeting, and an extraordinary general meeting
shall also be convened on such requisition or, in default,
may be convened by such requisitionists, as provided by
the Companies Ordinance. If at any time there are not
within Hong Kong sufficient members of the Council capable
of acting to form a quorum, any member of the Council
or any two members of the Council may convene an extraordinary
general meeting in the same manner as nearly as possible
as that in which meetings may be convened by the Council. |
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Notice
of General Meetings |
| 41.
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Subject
to the provisions of the Ordinance relating to special
resolutions, 21 days’ notice at the least (exclusive
of the day on which the notice is served or deemed to
be served but inclusive of the day for which notice is
given) specifying the place, the day, and the hour of
meeting and, in case of special business, the general
nature of that business shall be given in manner hereinafter
mentioned, or in such other manner, if any, as may be
prescribed by the Society in general meeting, to such
persons as are, under the regulations of the Society,
entitled to receive such notices from the Society; but
with the consent of all the members entitled to receive
notice of some particular meeting, that meeting may be
convened by such shorter notice and in such manner as
those members may think fit. |
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| 42. |
The accidental omission to give notice of a meeting to,
or the non-receipt of notice of a meeting by, any member
shall not invalidate the proceedings at any meeting. |
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Proceedings
at General Meeting |
| 43. |
All business shall be deemed special that is transacted
at an extraordinary general meeting, and all that is transacted
at an annual general meeting, with the exception of the
consideration of the accounts, balance sheet, and the
report of the Council and auditors, the election of members
of the Council in the place of those retiring and the
fixing of the remuneration of the auditors. |
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| 44. |
No business shall be transacted at any general meeting
unless a quorum of members is present at the time when
the meeting proceeds to business; save as herein otherwise
provided, ten members personally present shall be a quorum
Provided that if there are less than ten members in the
Society at the time of the meeting then one half of the
total number of members present shall be a quorum Provided
also that the said quorum required may be increased or
decreased by a majority vote at an Extraordinary General
Meeting called for the purpose. |
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| 45. |
If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved; in
any other case it shall stand adjourned to such time not
exceeding fourteen days after the day appointed for such
meeting and to such place as the members then present
may determine, and if at the adjourned meeting a quorum
is not present within half an hour from the time appointed
for the meeting the members present shall be a quorum.
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| 46. |
The President or in his absence either one of the Vice-Presidents
of the Society, to be determined by the Council prior
to the meeting to be held shall preside as chairman at
every general meeting of the Society. |
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| 47.
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If
there is no such chairman, or if at any meeting he is
not present within fifteen minutes after the time appointed
for holding the meeting or is unwilling to act as chairman,
the members present shall choose a member of the Council,
or if none present or willing, some one of their number
to be chairman. |
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| 48.
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The
chairman may, with the consent of any meeting at which
a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the
meeting from which the adjournment took place. When a
meeting is adjourned for ten days or more, notice of adjourned
meeting shall be given as in the case of any original
meeting. Save as aforesaid it shall not be necessary to
give any notice of an adjournment or of the business to
be transacted at an adjourned meeting. |
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| 49. |
At any general meeting a resolution put to the vote of
the meeting shall be decided on a show of hands, unless
a poll is (before or on the declaration of the result
of the show of hands) demanded by at least two members
present in person entitled to vote and unless a poll is
so demanded, a declaration by the chairman that a resolution
has, on a show of hands, been carried, or carried unanimously,
or by a particular majority, or lost, and an entry to
that effect in the book of the proceedings of the Society,
shall be conclusive evidence of the fact, without proof
of the number of proportion of the votes recorded in favour
of, or against, that resolution. |
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| 50. |
If a poll is duly demanded it shall be taken in such manner
as the chairman directs, and the result of the poll shall
be deemed to be the resolution of the meeting at which
the poll was demanded. |
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| 51. |
In the case of an equality of votes, whether on a show
of hands or on a poll, the chairman of the meeting at
which the show of hands takes place or at which the poll
is demanded, shall be entitled to a second or casting
vote. |
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| 52. |
A poll demanded on the election of a chairman, or on a
question of adjournment, shall be taken forthwith. A poll
on any other question shall be taken at such times as
the chairman of the meeting directs. |
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Accounts |
| 53. |
The Council shall cause true accounts to be kept with
respect to: |
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| (a) |
All
sums of money received and expended by the Society
and the matter in respect of which the receipt and
expenditure takes place; |
| (b) |
All sales and purchases of goods by the Society;
and |
| (c) |
The assets and liabilities of the Society. |
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The
books of account shall be kept at the registered office
of the Society, or at such other place as the Council
think fit, and shall always be open to the inspection
of the members of the Council. The Council shall from
time to time determine at what times and places, and under
what conditions and regulations, the accounts and books
of the Society, or any of them, shall be open to the inspection
of members of the Society not being members of the Council,
and no member (not being a member of the Council) shall
have any right of inspecting any account or book or document
of the Society, except as conferred by statute or by the
Memorandum or authorised by the Council or by the Society
in general meeting. The Council shall from time to time
in accordance with the Companies Ordinance cause to be
prepared and to be laid before the Society in general
meeting such income and expenditure accounts, balance
sheets and reports as are referred to in that Ordinance.
A copy of every balance sheet (including every document
required by law to be annexed thereto) which is to be
laid before the Society in general meeting together with
a copy of the auditor’s report shall not less than seven
days before the date of the meeting be sent to all persons
entitled to receive notice of general meetings of the
Society. |
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Audit
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| 54.
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Auditors
shall be appointed and their duties regulated in accordance
with the Companies Ordinance. |
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Notice |
| 55. |
A notice may be given by the Society to any member either
personally or by sending it by post to him to his registered
address, or (if he has no registered address within Hong
Kong) to the address, if any, within Hong Kong supplied
by him to the Society for the giving of notices to him.
Where a notice is sent by post, service of the notice
shall be deemed to be effected by properly addressing,
prepaying, and posting a letter containing the notice,
and have been effected at the expiration of 24 hours after
the letter containing the same was posted. |
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| 56. |
A member who has no registered address within Hong Kong
and has not supplied to the Society an address within
Hong Kong for the giving of notice to him, shall be deemed
to have received any notice which shall have been displayed
at the premises |
