ACN 108 496 313
By-Laws
HONG KONG AUSTRALIA BUSINESS ASSOCIATION LIMITED
These are the By-Laws of Hong Kong Australia Business Association Limited
(ACN 108 496 313) (Company) approved by the Board on November 2021
relating to the operation of each Unincorporated Chapter
1 Definitions and Interpretation
1.1 Definitions
In these By-Laws, all terms have the same meaning as in the constitution of the Company as amended from time to time (Constitution) unless specifically defined below in this clause 1.1:
‘Chapter Member’ means an Ordinary Member in the Unincorporated Chapter;
‘Chapter President’ means the president of the Unincorporated Chapter, who is required to be elected in accordance with clause 5.4;
‘Chapter Vice President’ means the vice president of the Unincorporated Chapter, who is required to be elected in accordance with clause 5.4;
‘Committee’ means the committee of the Unincorporated Chapter;
‘Committee Member’ means a person holding office as a member of the Committee.
1.2 Interpretation
These By-Laws are to be interpreted in the same manner as clause 1.2 of the Constitution, unless a contrary intention appears.
1.3 Inconsistency with Constitution
To the extent of any inconsistency between the Constitution and these By-Laws, the provisions of the Constitution shall prevail.
2 Membership
2.1 Rights of Chapter Members
Each Chapter Member shall have the right to attend, speak and be heard at and vote at all class meetings of the Unincorporated Chapter, such meetings being meetings of a class of the Ordinary Members.
3 Class Meetings of the Unincorporated Chapter
3.1 Convening meetings
(a) A Committee Member may, at any time, convene a class meeting of the Unincorporated Chapter.
(b) The Committee Members must convene annual class meetings of that Unincorporated Chapter in a manner consistent with the requirements for convening annual class meetings under the Constitution and the Law, to be held
at times to be determined by the Committee Members.
HKABA By-Laws November 2021 Page 2
(c) The Board may also requisition or convene class meetings of the Unincorporated Chapter as it sees fit.
(b) The Committee Members must convene annual class meetings of that Unincorporated Chapter in a manner consistent with the requirements for convening annual class meetings under the Constitution and the Law, to be held
at times to be determined by the Committee Members.
HKABA By-Laws November 2021 Page 2
(c) The Board may also requisition or convene class meetings of the Unincorporated Chapter as it sees fit.
3.2 Use of Technology
(a) A class meeting may be held by the Chapter Members communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion.
(b) Chapter Members need not all be physically present in the same place for a class meeting to be held.
(c) A Chapter Member who participates in a class meeting held in accordance with this clause 3.2 is taken to be present and entitled to vote at the meeting.
(b) Chapter Members need not all be physically present in the same place for a class meeting to be held.
(c) A Chapter Member who participates in a class meeting held in accordance with this clause 3.2 is taken to be present and entitled to vote at the meeting.
4 Notice of meetings of the Unincorporated Chapter
4.1 Notice of Meeting
A notice convening a class meeting of the Unincorporated Chapter must:
(a) specify the place, date and time of the meeting;
(b) state the general nature of the business to be transacted at the meeting;
(c) specify a place and may specify an electronic address for the purposes of proxy appointments; and
(d) comply with any other requirements of the Constitution.
(a) specify the place, date and time of the meeting;
(b) state the general nature of the business to be transacted at the meeting;
(c) specify a place and may specify an electronic address for the purposes of proxy appointments; and
(d) comply with any other requirements of the Constitution.
4.2 Saving Provision
An accidental omission to send a notice of a class meeting or the postponement of a class meeting to any Chapter Member or the non-receipt of a notice by any Chapter Member does not invalidate the proceedings at or any resolution passed at the class
meeting.
5 Annual Class Meetings
5.1 Election of Committee
The Chapter Members shall meet no less than seven days prior to each Annual General Meeting of the Company and the business of that meeting will be to elect the Committee Members.
5.2 Notice of Meeting
It shall not be necessary for a notice of an annual class meeting of the Unincorporated Chapter to state that the business of the meeting includes the matters referred to in clause 5.1.
5.3 Class meeting
An annual class meeting is deemed to be a class meeting of the Unincorporated Chapter for the purposes of these By-Laws.
5.4 Election of Chapter President and Chapter Vice President
(a) At the conclusion of the annual class meeting, the Committee of the Unincorporated Chapter shall meet to elect a Chapter President and Chapter Vice President of that Unincorporated Chapter.
(b) The Committee of the Unincorporated Chapter may also elect such further office bearer positions as they deem fit.
(b) The Committee of the Unincorporated Chapter may also elect such further office bearer positions as they deem fit.
6 Postponement or Cancellation of Chapter Class meetings
6.1 Postponement or Cancellation of Class meetings
The Committee may postpone or cancel any class meeting (other than a meeting convened by the Board under clause 3.1(c)) and a Committee Member who convened a class meeting under clause 3.1(a) may postpone or cancel any class meeting, at any
time before the day of the meeting.
time before the day of the meeting.
6.2 Notice of Postponement or Cancellation
(a) The Committee must give notice of the postponement or cancellation under clause 6.1 to all Chapter Members.
(b) A notice postponing the holding of a class meeting must specify:
(i) the postponed date and time for the holding of the meeting; and
(ii) a place for the holding of the meeting which may be either the same as or different from the place specified in the notice convening the meeting.
(c) The number of clear days from the giving of a notice postponing the holding of a class meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days’ notice required to be
given by the Constitution or the Law in respect of class meetings of the Company.
(d) The only business which may be transacted at a class meeting the holding of which has been postponed is the business specified in the notice convening the meeting.
(e) Where:
(i) by the terms of an instrument appointing a proxy or attorney or of an appointment of a Representative, a proxy or an attorney or a Representative is authorised to attend and vote at a Chapter meeting to be held on a specified date or at a Chapter meeting or Chapter meetings
to be held on or before a specified date; and
(ii) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointment of Representative, HKABA By-Laws November 2021 Page 4 then that later date is deemed to be substituted for and to apply to the exclusion of the
date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at the Office notice in writing to the contrary not less than 48
hours before the time to which the holding of the meeting has been postponed.
7 Proceedings at Chapter Class meetings
7.1 Entitlement to Vote
(a) To be entitled to vote at an annual class meeting or any other class meeting of the Unincorporated Chapter the Member must have been a Chapter Member and a Financial Member for not less than the twenty one days prior to that
annual class meeting or class meeting of that Unincorporated Chapter.
(b) Any Chapter Member entitled to vote at the time of the meeting, may be present and vote in person or may be represented at any meeting of the Chapter by:
(i) proxy;
(ii) attorney; or
(iii) in the case of a body corporate which is a Chapter Member, a Representative.
7.2 Returning Officer
The Chapter Members may, by majority, elect a returning officer to supervise the counting of votes and the declaration of result by the returning officer shall be final. The persons eligible for election as a returning officer may include an independent person.
7.3 Quorum for class meetings
(a) No business may be transacted at a class meeting unless a quorum of Chapter Members is present when the meeting proceeds to business.
(b) A quorum for a meeting of Chapter Members is the presence (in person or as allowed under clause 3.2) of five Chapter Members by proxy or (in the case of corporate Members) by Representative and entitled to vote. The quorum must
be present at all times during the meeting.
(c) In determining whether a quorum is present:
(i) individuals attending as proxies, attorneys or as Representatives of bodies corporate are counted;
(ii) if a Chapter Member has appointed more than one proxy, attorney or Representative then only one of them is counted; and
(iii) if an individual is attending, both as a Chapter Member and as a proxy, attorney or Representative, the individual is counted only once.
(d) If a quorum is not present within 15 minutes after the time appointed for a meeting:
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(i) it will stand adjourned to the same time and place 7 days’ after the meeting, or to another day, time and place determined by the Committee; and
(ii) if at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the meeting two Chapter Members will be a quorum.
(b) A quorum for a meeting of Chapter Members is the presence (in person or as allowed under clause 3.2) of five Chapter Members by proxy or (in the case of corporate Members) by Representative and entitled to vote. The quorum must
be present at all times during the meeting.
(c) In determining whether a quorum is present:
(i) individuals attending as proxies, attorneys or as Representatives of bodies corporate are counted;
(ii) if a Chapter Member has appointed more than one proxy, attorney or Representative then only one of them is counted; and
(iii) if an individual is attending, both as a Chapter Member and as a proxy, attorney or Representative, the individual is counted only once.
(d) If a quorum is not present within 15 minutes after the time appointed for a meeting:
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(i) it will stand adjourned to the same time and place 7 days’ after the meeting, or to another day, time and place determined by the Committee; and
(ii) if at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the meeting two Chapter Members will be a quorum.
7.4 Powers of Chairman of Class meeting
(a) The Chapter President, or in the Chapter President’s absence the Chapter Vice President, will be the chairman (Chairman) at every class meeting of the Unincorporated Chapter.
(b) If:
(i) there is no Chapter President or Chapter Vice President; or
(ii) neither the Chapter President or Chapter Vice President is present within 15 minutes after the time appointed for holding the meeting; or
(iii) the Chapter President or Chapter Vice President are unwilling to act as chairman of the meeting, the Chapter Members present may elect a chairman.
(c) The Chairman may refuse a person admission to, or require a person to leave and not return to, a meeting if the person:
(i) refuses to permit examination of any article in the person’s possession; or
(ii) is in possession of any electronic or recording device, placard or banner, or other article which in the opinion of the Chairman is dangerous, offensive or liable to cause disruption.
(d) If there is a dispute at a class meeting about a question of procedure, the Chairman may determine the question.
(b) If:
(i) there is no Chapter President or Chapter Vice President; or
(ii) neither the Chapter President or Chapter Vice President is present within 15 minutes after the time appointed for holding the meeting; or
(iii) the Chapter President or Chapter Vice President are unwilling to act as chairman of the meeting, the Chapter Members present may elect a chairman.
(c) The Chairman may refuse a person admission to, or require a person to leave and not return to, a meeting if the person:
(i) refuses to permit examination of any article in the person’s possession; or
(ii) is in possession of any electronic or recording device, placard or banner, or other article which in the opinion of the Chairman is dangerous, offensive or liable to cause disruption.
(d) If there is a dispute at a class meeting about a question of procedure, the Chairman may determine the question.
7.5 Conduct of Class meetings
(a) The general conduct of each class meeting of the Unincorporated Chapter and the procedures to be adopted at the meeting will be determined by the Chairman, including the procedure for the proper and orderly casting or
recording of votes at the meeting.
(b) The Chairman of each class meeting of the Unincorporated Chapter may terminate debate or discussion on any matter, and may require any person to leave and not return to the meeting, whenever the Chairman considers it
necessary or desirable for the proper conduct of the meeting. HKABA By-Laws November 2021 Page 6
(c) A decision by the Chairman of a class meeting pursuant to his powers under sub-clauses 7.5(a) or 7.5(b) is final.
recording of votes at the meeting.
(b) The Chairman of each class meeting of the Unincorporated Chapter may terminate debate or discussion on any matter, and may require any person to leave and not return to the meeting, whenever the Chairman considers it
necessary or desirable for the proper conduct of the meeting. HKABA By-Laws November 2021 Page 6
(c) A decision by the Chairman of a class meeting pursuant to his powers under sub-clauses 7.5(a) or 7.5(b) is final.
7.6 Adjournment of Class meetings
(a) The Chairman of a meeting at which a quorum is present:
(i) in his or her discretion may adjourn a meeting with the class meeting’s consent (by ordinary resolution); and
(ii) must adjourn a class meeting if the class meeting (by ordinary resolution) directs him or her to do so.
(b) An adjourned meeting may take place at a different venue from the original meeting.
(c) The only business that can be transacted at an adjourned meeting is the unfinished business of the original meeting.
(d) If a class meeting has been adjourned for more than 30 days, notice of the adjourned meeting must be given to Members as if it were an original meeting, but otherwise it is not necessary to give notice of an adjourned meeting or the
business of the adjourned meeting.
(e) No poll may be demanded on the question of adjournment of a meeting except by the Chairman.
(f) A resolution passed at a class meeting resumed after an adjournment is passed on the day it was passed.
(i) in his or her discretion may adjourn a meeting with the class meeting’s consent (by ordinary resolution); and
(ii) must adjourn a class meeting if the class meeting (by ordinary resolution) directs him or her to do so.
(b) An adjourned meeting may take place at a different venue from the original meeting.
(c) The only business that can be transacted at an adjourned meeting is the unfinished business of the original meeting.
(d) If a class meeting has been adjourned for more than 30 days, notice of the adjourned meeting must be given to Members as if it were an original meeting, but otherwise it is not necessary to give notice of an adjourned meeting or the
business of the adjourned meeting.
(e) No poll may be demanded on the question of adjournment of a meeting except by the Chairman.
(f) A resolution passed at a class meeting resumed after an adjournment is passed on the day it was passed.
7.7 Decisions of Class meetings
(a) A resolution is carried if a majority of the votes cast on the resolution are in favour of the resolution.
(b) A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded by:
(i) the Chairman;
(ii) any three or more Chapter Members who have the right to vote on the resolution.
(c) A poll may be demanded:
(i) before a vote on a show of hands takes place;
(ii) after a vote on a show of hands takes place but before the declaration of the result of the show of hands; or
(iii) immediately after the declaration of the result of a show of hands.
(d) Unless a poll is demanded:
(i) a declaration by the Chairman that a resolution has been carried, carried by a specified majority, or lost; and HKABA By-Laws November 2021 Page 7
(ii) an entry to that effect in the minutes of the meeting, are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.
(e) The demand for a poll may be withdrawn.
(f) A decision of a class meeting may not be impeached or invalidated on the ground that a person voting at the meeting was not entitled to do so.
(b) A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded by:
(i) the Chairman;
(ii) any three or more Chapter Members who have the right to vote on the resolution.
(c) A poll may be demanded:
(i) before a vote on a show of hands takes place;
(ii) after a vote on a show of hands takes place but before the declaration of the result of the show of hands; or
(iii) immediately after the declaration of the result of a show of hands.
(d) Unless a poll is demanded:
(i) a declaration by the Chairman that a resolution has been carried, carried by a specified majority, or lost; and HKABA By-Laws November 2021 Page 7
(ii) an entry to that effect in the minutes of the meeting, are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.
(e) The demand for a poll may be withdrawn.
(f) A decision of a class meeting may not be impeached or invalidated on the ground that a person voting at the meeting was not entitled to do so.
7.8 Taking a poll
(a) A poll will be taken when and in the manner that the Chairman directs.
(b) The result of the poll will determine whether the resolution on which the poll was demanded is carried or lost.
(c) The Chairman may determine any dispute about the admission or rejection of a vote, and such determination, if made in good faith, will be final and conclusive.
(d) No poll may be demanded on the election of the chairman.
(e) A poll demanded on the adjournment of a meeting must be taken immediately.
(f) After a poll has been demanded at a meeting, the meeting may continue for the transaction of business other than the question on which the poll was demanded.
(b) The result of the poll will determine whether the resolution on which the poll was demanded is carried or lost.
(c) The Chairman may determine any dispute about the admission or rejection of a vote, and such determination, if made in good faith, will be final and conclusive.
(d) No poll may be demanded on the election of the chairman.
(e) A poll demanded on the adjournment of a meeting must be taken immediately.
(f) After a poll has been demanded at a meeting, the meeting may continue for the transaction of business other than the question on which the poll was demanded.
7.9 Casting vote of Chairman
In the event of an equality of votes the Chairman both on a show of hands and on a poll has a casting vote (in addition to the Chairman’s votes as a Chapter Member, proxy, attorney or Representative on a show of hands or on a poll).
8 Votes of Members
8.1 Chapter Member’s Entitlement to Vote
Subject to these By-laws and to any rights or restrictions attaching to Chapter Membership:
(a) every Chapter Member may vote at a class meeting of the Unincorporated Chapter; and
(b) subject to the appointment of proxies pursuant to the Constitution and these By-laws, on a show of hands every Chapter Member has one vote.
(b) subject to the appointment of proxies pursuant to the Constitution and these By-laws, on a show of hands every Chapter Member has one vote.
8.2 Vote of Member of Unsound Mind
If a Chapter Member is of unsound mind or is a person whose personal estate is liable to be dealt with in any way under the law relating to mental health then the Chapter Member’s legal personal representative or trustee or such other person as properly has
the management of the Chapter Member’s estate may exercise any rights of the Chapter Member in relation to a class meeting as if the legal personal representative, trustee or other person were the Chapter Member.
8.3 Objections
(a) An objection may not be raised to the right of a person to attend or vote at the meeting or adjourned meeting except at that meeting or adjourned meeting;
(b) An objection must be referred to the Chairman of the meeting, whose decision is final.
(c) A vote which the Chairman does not disallow pursuant to an objection is valid for all purposes.
(b) An objection must be referred to the Chairman of the meeting, whose decision is final.
(c) A vote which the Chairman does not disallow pursuant to an objection is valid for all purposes.
9 Votes by Proxy
9.1 Proxy
(a) A Chapter Member who is entitled to attend and cast a vote at a class meeting of the Unincorporated Chapter may appoint a person as the Chapter Member’s proxy to attend and vote at the meeting on that Chapter Member’s
behalf.
(b) A proxy may vote on a show of hands.
(c) A proxy may demand or join in demanding a poll.
9.2 Appointment of Proxy
(a) A Chapter Member who is a natural person may appoint a proxy by a written appointment signed by the appointor or the appointor’s attorney.
(b) A Chapter Member which is a corporation may appoint a proxy by a written appointment executed in accordance with section 127 of the Law or signed by a director, secretary or attorney of the appointor.
(c) A proxy appointed under this clause 9.2 must be a Chapter Member.
(b) A Chapter Member which is a corporation may appoint a proxy by a written appointment executed in accordance with section 127 of the Law or signed by a director, secretary or attorney of the appointor.
(c) A proxy appointed under this clause 9.2 must be a Chapter Member.
9.3 Form of Appointment
(a) Subject to this Constitution, an appointment of a proxy may be in any form which the Committee may in any case approve.
(b) An appointment of a proxy may be a standing one.
(c) An undated appointment is deemed to have been dated on the day it is given to the Committee.
(d) An appointment of a proxy is valid if it is signed by the Chapter Member making the appointment and contains the following information: HKABA By-Laws November 2021 Page 9
(i) the Chapter Member’s name and address;
(ii) the Chapter Member’s Chapter;
(iii) the Unincorporated Chapter’s name;
(iv) the proxy’s name or the name of the office held by the proxy; and
(v) the meetings at which the appointment may be used.
(b) An appointment of a proxy may be a standing one.
(c) An undated appointment is deemed to have been dated on the day it is given to the Committee.
(d) An appointment of a proxy is valid if it is signed by the Chapter Member making the appointment and contains the following information: HKABA By-Laws November 2021 Page 9
(i) the Chapter Member’s name and address;
(ii) the Chapter Member’s Chapter;
(iii) the Unincorporated Chapter’s name;
(iv) the proxy’s name or the name of the office held by the proxy; and
(v) the meetings at which the appointment may be used.
9.4 Rights and Obligations of Proxy or Representative
(a) Unless otherwise provided in the appointment of a proxy, attorney or Representative or these By-Laws, an appointment will be taken to confer authority:
(i) to vote or abstain as the proxy chooses except to the extent that the instrument of appointment of the proxy indicates the manner in which the proxy must vote on any resolution;
(ii) to vote or abstain on a poll or show of hands in accordance with any instructions on the appointment;
(iii) to agree to a meeting being convened by shorter notice than is required by these By-Laws or by the Constitution;
(iv) to speak on any proposed resolution on which the proxy, attorney or Representative may vote;
(v) to demand or join in demanding a poll on any resolution on which the proxy, attorney or Representative may vote;
(vi) even though the instrument may refer to a specific resolution and may direct the proxy, attorney or Representative how to vote on those resolutions:
(A) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
(B) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting;
(C) to act generally at the meeting; and
(vii) even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue, to attend and vote at the re-scheduled or adjourned meeting or at the new venue.
(b) If the proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands.
(c) No appointment of a proxy is invalid by reason that:
(i) it does not contain the address of the appointor or of a proxy; or HKABA By-Laws November 2021 Page 10
(ii) it does not contain in relation to any or all proposed resolutions an indication of the manner in which the proxy is to vote.
(i) to vote or abstain as the proxy chooses except to the extent that the instrument of appointment of the proxy indicates the manner in which the proxy must vote on any resolution;
(ii) to vote or abstain on a poll or show of hands in accordance with any instructions on the appointment;
(iii) to agree to a meeting being convened by shorter notice than is required by these By-Laws or by the Constitution;
(iv) to speak on any proposed resolution on which the proxy, attorney or Representative may vote;
(v) to demand or join in demanding a poll on any resolution on which the proxy, attorney or Representative may vote;
(vi) even though the instrument may refer to a specific resolution and may direct the proxy, attorney or Representative how to vote on those resolutions:
(A) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
(B) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting;
(C) to act generally at the meeting; and
(vii) even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue, to attend and vote at the re-scheduled or adjourned meeting or at the new venue.
(b) If the proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands.
(c) No appointment of a proxy is invalid by reason that:
(i) it does not contain the address of the appointor or of a proxy; or HKABA By-Laws November 2021 Page 10
(ii) it does not contain in relation to any or all proposed resolutions an indication of the manner in which the proxy is to vote.
9.5 Lodgement of proxy and other instruments
(a) The written appointment of a proxy is invalid unless:
(i) the instrument of appointment; and
(ii) if the instrument is not signed by the appointor, the power of attorney (if any) or other authority under which it is executed, or a certified copy of the power of attorney or other authority,
is or are received by the Committee, at least 48 hours (unless otherwise specified in the notice of meeting to which the proxy relates) before:
(iii) the time for holding the meeting or adjourned meeting at which the appointee proposes to vote; or
(iv) the taking of a poll on which the appointee proposes to vote.
(b) If a Chapter Member by power of attorney appoints an attorney to act on the Chapter Member’s behalf at a meeting of the Unincorporated Chapter:
(i) the power of attorney; or
(ii) proof of the power of attorney to the satisfaction of the Committee, must be received by the Committee prior to the commencement of the meeting, together with such evidence of the due execution and non-revocation of the
power of attorney as the Committee may require. If the Chapter Member does not comply with this clause, the Chapter Member’s attorney is not entitled to act under the power at the relevant meeting.
(c) The Committee is taken to have received an appointment of a proxy and any power of attorney or other authority under which it was executed when they are received at a place, facsimile number or electronic address specified for that
purpose in the notice of meeting.
(i) the instrument of appointment; and
(ii) if the instrument is not signed by the appointor, the power of attorney (if any) or other authority under which it is executed, or a certified copy of the power of attorney or other authority,
is or are received by the Committee, at least 48 hours (unless otherwise specified in the notice of meeting to which the proxy relates) before:
(iii) the time for holding the meeting or adjourned meeting at which the appointee proposes to vote; or
(iv) the taking of a poll on which the appointee proposes to vote.
(b) If a Chapter Member by power of attorney appoints an attorney to act on the Chapter Member’s behalf at a meeting of the Unincorporated Chapter:
(i) the power of attorney; or
(ii) proof of the power of attorney to the satisfaction of the Committee, must be received by the Committee prior to the commencement of the meeting, together with such evidence of the due execution and non-revocation of the
power of attorney as the Committee may require. If the Chapter Member does not comply with this clause, the Chapter Member’s attorney is not entitled to act under the power at the relevant meeting.
(c) The Committee is taken to have received an appointment of a proxy and any power of attorney or other authority under which it was executed when they are received at a place, facsimile number or electronic address specified for that
purpose in the notice of meeting.
9.6 Validity
A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor has:
(a) died;
(b) become of unsound mind; or
(c) revoked the proxy or power; unless any written notification of the death, unsoundness of mind, revocation or transfer was received by the Company before the relevant meeting or adjourned meeting.
(b) become of unsound mind; or
(c) revoked the proxy or power; unless any written notification of the death, unsoundness of mind, revocation or transfer was received by the Company before the relevant meeting or adjourned meeting.
10 Representatives of corporations
A Chapter Member which is a corporation may authorise up to three natural persons to act as its Representatives. A certificate which on the face of it has been duly executed by the corporation may be accepted by the Company as prima facie evidence of the
authority or revocation of authority (as the case may be) of a natural person to act as the Representative of the corporation. Each Representative of the corporation has one vote at class meetings.
11 Committee
11.1 Committee to manage the Unincorporated Chapter
(a) Subject to clause 11.1(b), the Board of the Company delegates their powers in relation to the day-to-day management of the Unincorporated Chapter to the Committee.
(b) The Committee must not resolve to do any of the following matters without the approval of the Board:
(i) entering into any contract or incurring any liability for $20,000 or more;
(ii) borrowing money;
(iii) changing the membership fees payable by Chapter Members;
(iv) paying any amount to a Committee Member, other than the payment of out-of-pocket expenses incurred by a Committee Member in the performance of any duty as Committee Member where the amount payable does not exceed an amount previously approved by the Board;
or
(v) acquiring, charging or encumbering any asset or property.
(c) The Board may at any time revoke the delegation of power referred to in clause
11.1(a), including if the Chapter President ceases to be a Director of the Company for any reason.
(d) The Committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.
(e) The Committee is not authorised to sub-delegate all or any of the powers for the time being vested in it without the approval of the Board.
(f) Meetings of the Committee will be governed by the provisions of these By-Laws which deal with Committee meetings so far as they are applicable and are not inconsistent with the Constitution or any directions of the Board.
11.2 Minimum Number of Committee Members
Unless otherwise determined by the Chapter Members entitled to vote in class meeting, there will be a minimum of three Committee Members.
11.3 Composition of Committee
The Committee will consist of:
(a) the Chapter President and Chapter Vice President elected pursuant to clause 5.4; and
(b) at least one ordinary Committee member.
(b) at least one ordinary Committee member.
11.4 Additional and casual Committee Members
(a) Subject to minimum and maximum number of Committee Members as provided in these By-Laws, the Committee may appoint any person as a Committee Member to fill a casual vacancy provided that such person is a Chapter Member.
(b) A Committee Member appointed under this clause will hold office until the next annual class meeting of the Unincorporated Chapter when the Chapter Member may be re-elected.
11.5 Election of Committee Members
(a) The Chapter Member may elect Committee Members at each annual class meeting.
(b) If the number of nominations received is less than or equal to the number of vacancies to be filled, then the candidates will be deemed to be elected.
(c) If the number of nominations exceeds the number of vacancies to be filled, an election must be held by secret ballot.
(d) The ballot must be conducted at the annual chapter meeting in the manner directed by the Committee.
(e) The candidates who receive the most votes will be elected.
11.6 Retirement
(a) At each Annual Chapter Meeting of the Chapter Members all Committee Members must retire with such retirement effective as and from the conclusion of the meeting. A Committee Member is eligible for re-election.
(b) Neither the Chapter President nor the Chapter Vice President may be a National President or National Vice President. In the event that a person appointed as:
(i) Chapter President is elected as National President or National Vice President, that person is deemed to have retired as Chapter President of that Chapter and the Committee Members may elect a replacement Chapter President; or
(ii) Chapter Vice President is elected as National President or National Vice President, that person is deemed to have retired as Chapter Vice President of that Chapter and the Committee Members may elect a replacement Chapter Vice President.
11.7 Qualifications of Committee Member’s Appointment
A Committee Member removed by the Chapter Members by resolution of the Chapter Members is not eligible for re-election as a Committee Member.
11.8 Vacation of office
The office of a Committee Member will become vacant if the Committee Member:
(a) ceases to be a Chapter Member;
(b) resigns from his or her office by notice in writing to the Committee;
(c) dies;
(d) is removed by a resolution of the Unincorporated Chapter;
(e) is removed by a resolution of the Committee Members;
(f) is convicted of an offence;
(g) is prohibited from being a director of a company under the Law;
(h) becomes an insolvent under administration within the meaning of the Law
(i) fails to attend three consecutive meetings of the Committee without special leave of absence from the Committee; or
(j) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health or is incapable of performing the duties of a Committee Member.
(b) resigns from his or her office by notice in writing to the Committee;
(c) dies;
(d) is removed by a resolution of the Unincorporated Chapter;
(e) is removed by a resolution of the Committee Members;
(f) is convicted of an offence;
(g) is prohibited from being a director of a company under the Law;
(h) becomes an insolvent under administration within the meaning of the Law
(i) fails to attend three consecutive meetings of the Committee without special leave of absence from the Committee; or
(j) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health or is incapable of performing the duties of a Committee Member.
12 Proceedings of the Committee
12.1 Proceedings of the Committee
The Committee must meet at least six times in each year at dates, times and places determined by the Committee.
12.2 Quorum
(a) No business may be conducted at a Committee Meeting unless a quorum is present.
(b) The quorum for a Committee Meeting is the presence (in person or as allowed under rule 12.4) of a majority of the Committee Members.
(b) The quorum for a Committee Meeting is the presence (in person or as allowed under rule 12.4) of a majority of the Committee Members.
12.3 Notice of Committee Meetings
(a) The Chapter President or any two Committee Members may summon a meeting of the Committee.
(b) Oral or written notice of a Committee Meeting must be given to each Committee Member at least 48 hours (or such other period as may be unanimously agreed on by the Committee Members) before the time appointed for the holding of the Committee Meeting. HKABA By-Laws November 2021 Page 14
(c) An accidental omission to send a notice of a meeting of the Committee to any Committee Member or the non-receipt of such a notice by any Committee Member does not invalidate the proceedings at or any resolution passed at the meeting.
12.4 Use of Technology
(a) Subject to clause 12.4(d), a Committee meeting may be held by the Committee Members communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion.
(b) The Committee Members need not all be physically present in the same place for a Committee Members’ meeting to be held.
(c) A Committee Member who participates in a meeting held in accordance with clause 12.4(a) is taken to be present and entitled to vote at the meeting.
(d) Committee Members can, by majority consent in writing, withdraw their consent to the means of communication between Committee Members proposed for a Committee Members meeting if the Committee Members do so at least 7 days before the meeting.
(b) The Committee Members need not all be physically present in the same place for a Committee Members’ meeting to be held.
(c) A Committee Member who participates in a meeting held in accordance with clause 12.4(a) is taken to be present and entitled to vote at the meeting.
(d) Committee Members can, by majority consent in writing, withdraw their consent to the means of communication between Committee Members proposed for a Committee Members meeting if the Committee Members do so at least 7 days before the meeting.
12.5 Decisions of Committee Members
(a) Questions arising at a meeting of Committee Members are to be decided by a majority of votes of the Committee Members present and voting.
(b) The chairman of a meeting has a casting vote in addition to his or her deliberative vote, except where only two Committee Members are present and entitled to vote.
(c) Committee Members are not entitled to appoint an alternate to attend Committee meetings on their behalf.
(b) The chairman of a meeting has a casting vote in addition to his or her deliberative vote, except where only two Committee Members are present and entitled to vote.
(c) Committee Members are not entitled to appoint an alternate to attend Committee meetings on their behalf.
12.6 Committee Members’ Interests
(a) A Committee Member who has a material personal interest in a matter that is to be considered at a meeting of Committee Members must not:
(i) vote on the matter or be present while the matter is being considered at the meeting; or
(ii) be counted in the quorum in relation to that matter.
(b) Each Committee Member must disclose to the Committee particulars of:
(i) any material contract in which he is interested, including the names of the parties to the contract, particulars of the contract, and his interest in the contract; and
(ii) any material personal interest in a matter that is being considered at a meeting of the Committee Members.
(c) Voting by a Committee Member contrary to this clause, or failure by a Committee Member to make disclosure under this clause, does not render void or voidable a contract in which the Committee Member has an interest.
(d) A Committee Member and any firm, body or entity in which a Committee Member HKABA By-Laws November 2021 Page 15 has a direct or indirect interest may in any capacity:
(i) enter into any contract or arrangement with the Company;
(ii) be appointed to and hold any office or place of profit under the Company, other than the office of auditor; and (iii) act in a professional capacity, other than as auditor, for the Company, and provided that he or she makes disclosure as required by this clause, may receive and retain for his or her own benefit any remuneration, profits or benefits as if he or she were not a Committee Member.
(i) vote on the matter or be present while the matter is being considered at the meeting; or
(ii) be counted in the quorum in relation to that matter.
(b) Each Committee Member must disclose to the Committee particulars of:
(i) any material contract in which he is interested, including the names of the parties to the contract, particulars of the contract, and his interest in the contract; and
(ii) any material personal interest in a matter that is being considered at a meeting of the Committee Members.
(c) Voting by a Committee Member contrary to this clause, or failure by a Committee Member to make disclosure under this clause, does not render void or voidable a contract in which the Committee Member has an interest.
(d) A Committee Member and any firm, body or entity in which a Committee Member HKABA By-Laws November 2021 Page 15 has a direct or indirect interest may in any capacity:
(i) enter into any contract or arrangement with the Company;
(ii) be appointed to and hold any office or place of profit under the Company, other than the office of auditor; and (iii) act in a professional capacity, other than as auditor, for the Company, and provided that he or she makes disclosure as required by this clause, may receive and retain for his or her own benefit any remuneration, profits or benefits as if he or she were not a Committee Member.
12.7 Remaining Committee Members
(a) The Committee Members may act even if there are vacancies on the Committee.
(b) If the number of Committee Members is less than three, the Committee or Committee Members may, except in an emergency, act only to:
(i) increase the number of Committee Members to a number sufficient to meet that minimum number; or
(ii) convene a class meeting of the Unincorporated Chapter.
(b) If the number of Committee Members is less than three, the Committee or Committee Members may, except in an emergency, act only to:
(i) increase the number of Committee Members to a number sufficient to meet that minimum number; or
(ii) convene a class meeting of the Unincorporated Chapter.
12.8 Chairperson
(a) The Chapter President (or in his absence the Chapter Vice President) shall act as chairman of Committee Members.
(b) If the Chapter President or Chapter Vice President is not present at any Committee meeting within 15 minutes after the time appointed for the meeting to begin, the Committee Members present must elect a Committee Member to be chairperson of the meeting.
(b) If the Chapter President or Chapter Vice President is not present at any Committee meeting within 15 minutes after the time appointed for the meeting to begin, the Committee Members present must elect a Committee Member to be chairperson of the meeting.
12.9 Validity of acts of Committee Members
If it is discovered that:
(a) there was a defect in the appointment of a person as a Committee Member, or member of a committee appointed by the Committee; or
(b) a person appointed to one of those positions was disqualified, all acts of the Committee Members or the Committee Members’ committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.
(b) a person appointed to one of those positions was disqualified, all acts of the Committee Members or the Committee Members’ committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.
12.10 Minutes
(a) The Committee must cause minutes to be made of:
(i) the names of the Committee Members present at all class meetings, Committee;
(ii) all proceedings of meetings of the Unincorporated Chapter and Committee meetings;
(iii) appointments of Committee Members; and HKABA By-Laws November 2021 Page 16
(iv) all disclosures of interests made pursuant to clause 12.6.
(b) Minutes must be signed by the chairman of the meeting or by the chairman of the next meeting of the relevant body, and if so signed will as between the Members be conclusive evidence of the matters stated in such minutes.
(i) the names of the Committee Members present at all class meetings, Committee;
(ii) all proceedings of meetings of the Unincorporated Chapter and Committee meetings;
(iii) appointments of Committee Members; and HKABA By-Laws November 2021 Page 16
(iv) all disclosures of interests made pursuant to clause 12.6.
(b) Minutes must be signed by the chairman of the meeting or by the chairman of the next meeting of the relevant body, and if so signed will as between the Members be conclusive evidence of the matters stated in such minutes.
Table of Contents
- Definitions and Interpretation 1
- Membership 2
- Class Meetings of the Unincorporated Chapter 3
- Notice of meetings of the Unincorporated Chapter 4
- Annual Class Meetings 5
- Postponement or Cancellation of Chapter Class meetings 6
- Proceedings at Chapter Class meetings 7
- Votes of Members 8
- Votes by Proxy 9
- Representatives of corporations 10
- Committee 11
- Proceedings of the Committee 12
