ACN 108 496 313
ACN 108 496 313
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
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.
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
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) 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.
(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.
(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:
(ii) attorney; or
(iii) in the case of a body corporate which is a Chapter Member, a Representative.
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.
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).
Subject to these By-laws and to any rights or restrictions attaching to Chapter Membership:
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.
(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
(b) A proxy may vote on a show of hands.
(c) A proxy may demand or join in demanding a poll.
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 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.
(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;
(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.
Unless otherwise determined by the Chapter Members entitled to vote in class meeting, there will be a minimum of three Committee Members.
The Committee will consist of:
(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.
(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.
(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.
A Committee Member removed by the Chapter Members by resolution of the Chapter Members is not eligible for re-election as a Committee Member.
The office of a Committee Member will become vacant if the Committee Member:
The Committee must meet at least six times in each year at dates, times and places determined by the Committee.
(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.
If it is discovered that: