MEMORANDUM AND ARTICLES OF ASSOCIATION OF BUILDING SERVICES OPERATION AND MAINTENANCE EXECUTIVES SOCIETY HONG KONG LIMITED

Transcription

1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF BUILDING SERVICES OPERATION AND MAINTENANCE EXECUTIVES SOCIETY HONG KONG LIMITED Incorporated the 26th day of April, 2000

2 No (COPY) COMPANIES ORDINANCE (CHAPTER 32) CERTIFICATE OF INCORPORATION I hereby certify that BUILDING SERVICES OPERATION AND MAINTENANCE EXECUTIVES SOCIETY HONG KONG LIMITED is this day incorporated in Hong Kong under the Companies Ordinance, and that this company is limited. Issued by the undersigned on 26 April (Sd.) MISS R. CHEUNG for Registrar of Companies Hong Kong

3 THE COMPANIES ORDINANCE (CHAPTER 32) Company Limited by Guarantee and not having a Share Capital MEMORANDUM OF ASSOCIATION OF BUILDING SERVICES OPERATION AND MAINTENANCE EXECUTIVES SOCIETY HONG KONG LIMITED 1. The name of the Company is "BUILDING SERVICES OPERATION AND MAINTENANCE EXECUTIVES SOCIETY HONG KONG LIMITED (hereinafter called "the Society".) 2. The Registered Office of the Society will be situated in Hong Kong. 3. The objects for which the Society is established are: - (a) To promote the general advancement of the discipline, practice and management of building services operation and maintenance; and to raise the general public s awareness of the profession and its contributions to society and the status of its practitioners. (b) To facilitate the acquisition of knowledge and expertise in the field of building services operation and maintenance by providing to Members through the Society contacts with and linkage to executives in the field of building services operation and maintenance and other related fields. (c) To support, protect and maintain the character and interests of those engaged in the field of building services operation and maintenance and to distinguish the Society as a representative body for those engaged in the field of building services operation and maintenance for the purpose of furthering public interests in matters relating to the field of building services operation and maintenance. (d) To facilitate the exchange of knowledge in the field of building services operation and maintenance at local, regional and international level. (e) To promote a high standard in the knowledge of the field of building services operation and maintenance amongst executives. - 1-

4 (f) To promote greater awareness in the practitioner training and developments in the field of building services operation and maintenance. (g) To foster, maintain, promote and further friendship, relationship, contact, fellowship and better understanding amongst Members of the Society. (h) To promote education in the field of building services operation and maintenance by such means as the Society may think fit and to liaise with counterparts in any part of the world and the conducting of lectures, seminars, classes, exhibitions and studying tours or visits to other cities or countries. (i) (j) (k) (l) To maintain and promote the Society for public interest and to do all such other things including the setting up of foundation funds as are incidental or conducive to the attainment of the objects of the Society set out herein or any of them. To engage, hire and employ all classes of persons considered necessary for the purposes of the Society and to pay to them and other persons in return for services rendered to the Society, salaries, wages, gratuities and pensions. To acquire by purchase, lease or otherwise, lands, buildings, tenements, and to build and construct buildings, and to maintain the same, and to lease or let out buildings, offices or premises not immediately required for use by the Society, and to furnish, alter, enlarge, repair, uphold and maintain such buildings and premises, and generally to purchase, take on lease or in exchange, hire or otherwise acquire, property and any rights or privileges which the Society may think necessary or convenient for the purposes of the Society. To construct, maintain, repair, demolish, alter, develop or redevelop any buildings or works necessary to or convenient for the purposes of the Society or any of them. (m) To sell, improve, manage, develop, lease, mortgage, pledge, dispose of or otherwise deal with the property and moneys of the Society with a view to the furtherance of its objects or any of them. (n) To raise funds for all or any of the purposes of the Society by means of subscriptions, levies on Members, donations, appeals and such other means as the Executive Committee (as hereinafter defined in the Articles of Association of the Society) may from time to time think fit. (o) To accept any gift of property or donation whether subject to any trust or condition or otherwise for any one or more of the objects of the Society. (p) To take, or acquire by subscription, purchase or otherwise, and accept, take, hold and sell shares, stocks debentures or debenture stocks or any interest whatsoever in any company. (q) To charter, sub-charter, take on charter or sub-charter, hire, purchase and work ships and other vessels of any class, motor vehicles or aircraft. (r) To purchase, hire, make or provide and maintain and to sell or otherwise dispose of all kinds of furniture, utensils and other things required or which may be conveniently used in connection with the Society; and all kinds of liquors, provisions and refreshments required or used by Members of the Society or other persons frequenting the premises of the Society (if any). (s) To prepare, print and publish any periodicals, books, circulars, leaflets or other literature which may be thought desirable for the promotion of the interests of the Society and its Members and for the effectuation of the objects of the Society and to distribute among its Members and others, information and statistics on the field of building services operation and maintenance and in these or other activities

5 (t) To promote and hold, either alone or jointly with any other associations, clubs, corporations or persons, meetings, competitions or any other sports or pastimes and to offer, give or contribute towards prizes, medals and awards therefor and to promote, hold, give or support dinners, balls, concerts, tours and other entertainment. (u) To establish, promote, or assist in establishing or promoting, and to subscribe to, or become a member of, or amalgamate with any other associations or clubs whose objects are similar or in part similar to the objects of the Society, or the establishment or promotion of which may be beneficial to the Society provided that no subscription be paid to any such other association or club out of the funds of the Society, except bona fide in furtherance of the objects of the Society. (v) To support and subscribe to any charitable or public body, or any institution, society or clubs, and to give pensions, gratuities, Christmas boxes or charitable aid to any persons who may have served the Society or have been connected with the Society's activities, or to the wife, widow, children or other relatives of any such person; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Society. (w) To invest and deal with the moneys of the Society not immediately required to be expended in such manner as the Executive Committee (as hereinafter defined in the Articles of Association of the Society) shall from time to time think fit. (x) To receive money on deposit or loan and to borrow or raise money in such manner as the Society shall think fit, and in particular by the issue of debentures, or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Society (both present and future), and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Society or any other person or organization of any obligation undertaken by the Society or any other person or organization as the case may be for the benefit of the Society. (y) To undertake and execute any trusts which may be deemed by the Society to be conducive to the attainment of the above objects or any of them. (z) To appoint a committee or committees for the purpose of carrying out any of the above objects; to vest such committee or committees with such powers, duties and discretion as may be thought fit or expedient and to revoke any such appointment. (aa) To establish, promote, or assist in establishing or promoting, mutual aid, benefit and insurance funds for the benefit of any members of the Society or their dependants. (bb) For the purposes of the Society, generally to promote, further and protect the mutual interests of the Members and to do all such other lawful things as are or may be incidental or conducive to the attainment of the above objects or any of them. Provided that: - (i) In case the Society shall take or hold any property which may be subject to any trusts, the Society will only deal with or invest the same in such manner as allowed by law, having regard to such trusts. (ii) The objects of the Society shall not extend to the regulation of relations between workers and employers or organizations of workers and organizations of employers

6 4. The income and property of the Society whencesover derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the Members of the Society, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Society, or to any Member of the Society, in return for any service actually rendered to the Society nor reasonable and proper rent for premises let by any Member to the Society; but so that no Member of the Executive Committee of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Society to any Member of the Executive Committee except repayment of out-of-pocket expenses and interest on money lent or reasonable and proper rent for premises demised or let to the Society provided that the provision last aforesaid shall not apply to any payment to any company of which a Member of the Executive Committee may be a member in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment; also acceptance of favour, gift or donation from any contractor in whatever manner, form or fashion by virtue of which the contractor can through the Society achieve interest tangible or intangible for the contractor shall be undertaken only by unanimous decision of the Executive Committee. 5. The liability of the Members is limited. 6. Every Member of the Society undertakes to contribute to the assets of the Society, in the event of its being wound up while he is a Member, or within one year after he ceases to be a Member, for payment of the debts and liabilities of the Society contracted before he ceases to a be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one dollar. 7. If upon the winding-up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Society, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their Members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Society at or before the time of dissolution and in default thereof by such Judge of the High Court of Hong Kong having jurisdiction in regard to charitable funds or in the matter, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object. 8. True accounts shall be kept of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Society; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being in force, shall be open to the inspection of the Members. Once at least in every year the accounts of the Society shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors

7 We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:- Names, Addresses and Descriptions of Subscribers (Sd.) SO KAI MING ( 蘇啟明 ) 4D, 39 BROADWAY, MEI FOO SUN CHUEN, KOWLOON, HONG KONG (Sd.) WONG CHO TAT ERIC ( 黃祖達 ) FLAT 12D, BLOCK 2, HONG KONG GOLD COAST, 1 CASTLE PEAK ROAD, TUEN MUN, N.T., HONG KONG (Sd.) WONG KIN PUI ( 黃健培 ) FLAT C, 3/F., BLOCK 1, ROYAL KNOLL, 2 CHI WING CLOSE, FANLING, N.T. (Sd.) WONG KIN SANG ( 黃健生 ) 17H, CHAI KUNG MANSION, TAIKOO SHING, HONG KONG (Sd.) FUNG WING YIU ( 馮永耀 ) 24/F., FLAT D, TOWER 3, HILLSBOROUGH, 18 OLD PEAK ROAD, HONG KONG (Sd.) PIH KAM SHEN ( 畢金拴 ) BLOCK 4, 29/F., FLAT A, RAVANA GARDEN, ON KING STREET, SHATIN Dated the 25th day of March, 2000 WITNESS to the above signatures: (Sd.) WONG SUET BOR Accountant 1/F., Hang Lung House, 188 Queen s Road Central, Hong Kong - 5 -

8 We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:- Names, Addresses and Descriptions of Subscribers (Sd.) CHAN WAI SANG SAMUEL ( 陳偉生 ) 6B, TOWER 7, SENIOR STAFF QUARTER, HONG KONG UNIVERSITY OF SCIENCE & TECHNOLOGY, CLEAR WATER BAY (Sd.) KWOK KUI HON ( 郭鉅康 ) FLAT 3, 2/F., MIAMI MANSION, 99B WATERLOO ROAD, KOWLOON (Sd.) CHAN WING HONG ( 陳永康 ) 22/F., FLAT D, BLOCK 11, HONG KONG GARDEN, TSING LUNG TAU, N.T. (Sd.) FUNG WING CHIU ( 馮榮超 ) HOUSE 25, 2nd STREET, SECTION M, FAIRVIEW PARK, YUEN LONG, N.T. (Sd.) YEUNG KOK FAI ( 楊國輝 ) FLAT B, 9/F., BLOCK 9, ROYAL ASCOT, FO TAN, N.T. Dated the 25th day of March, 2000 WITNESS to the above signatures: (Sd.) WONG SUET BOR Accountant 1/F., Hang Lung House, 188 Queen s Road Central, Hong Kong - 6 -

9 We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:- Names, Addresses and Descriptions of Subscribers (Sd.) MOU CHANG SING ( 繆振聲 ) 33E, BLOCK 10, SOUTH HORIZONS, APLEICHAU, HONG KONG (Sd.) CHAN YU TOI ( 陳如岱 ) 20th FLOOR EAST, WARWICK HOUSE, 979 KING S ROAD, TAIKOO PLACE, ISLAND EAST, HONG KONG (Sd.) MA WAI PUI ( 馬偉斌 ) FLAT 22A, TIEN SHAN MANSION, TAIKOO SHING, HONG KONG (Sd.) IP WAI CHE ( 葉偉智 ) FLAT E, 22/F., BLOCK 9, CITYONE SHATIN, N.T. Dated the 25th day of March, 2000 WITNESS to the above signatures: (Sd.) WONG SUET BOR Accountant 1/F., Hang Lung House, 188 Queen s Road Central, Hong Kong - 7 -