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Article of Association

Definition

1. In these Articles, unless there is something in the subject or context inconsistent therewith, the interpretation shall be as follows :-

* ''The Society'' means the Mechanical and Electrical Golfers Society
* ''The Articles'' means the Articles of the Mechanical and Electrical Golfers Society
* ''Member'' means a member of the Society
* ''Committee'' means the Board of Committee Members of the Society for the time being.
* ''President'' means the President of the Society for the time being.
* ''Vice President'' means the Vice-President of the Society for the time being.
* ''Secretary'' means the Honorary Secretary of the Society for the time being.
* “Treasurer” means the Honorary Treasurer of the Society for the time being.
* “Committee Member” means a Committee Member of the Society for the time being.
* “Annual General Meeting” (AGM) means the General Meeting of the Members of the Society held each year.
* “Extraordinary General Meeting“ (EGM) means the General Meeting of the Members of the Society convened under the Articles.
* “General Meeting” means a general meeting of the Members of the Society whether annual or extraordinary.
* “The Registered Office” means the Registered Office of the Society for the time being.
* “In writing” or “written” includes handwritten, printed, lithographed, typewritten and other modes of representing or reproducing words in a visible form or partly by one and partly by another of these means.

Membership

2. The number of Members with which the Society proposes to be approved and accepted is limited to a number, which is to be determined by the Committee at any time.

3. The Society is established for the purposes expressed in the Constitution of the Mechanical and Electrical Golfers Society.

4. Members: Any person, over the age of 21 and of sound mind, who is interested in the participation and/or promotion of the activities of the Society may apply for membership as a Member of the Society. Every Member shall be entitled to attend and vote at all General Meetings.

5. Any person who wishes to apply for membership shall submit a written application on a prescribed form, which must be countersigned by a proposer and a seconder who must be a Committee Member, and 5 supporters who must be a Member. All applications for membership shall be subject to the approval of the Committee whose decision shall be final and in case of rejection the Committee is not bound to tender any reason therefore.

6. The entrance fee and annual subscription for membership shall be such sum as the Society in General Meeting may from time to time determine.

7. Every Member shall be entitled to enjoy any right and privilege as Member subject to the Articles. Every Member shall be bound to observe and comply with the Articles and resolutions of the Committee to protect the reputation of the Society and to pay the necessary entrance fees, subscription and any other payment due to the Society. If any Member shall fail to pay any sum which may be due from him/her to the Society for a period of 2 months after the same has become due, a reminder shall be sent to him/her calling his/her attention thereto, and if he/she shall still fail to pay the same within 1 month from the date of posting of such reminder, a final reminder shall be sent to him/her. If the amount due shall remain unpaid within 1 month from the date of posting of the final reminder, such defaulting Member shall ipso facto cease to be a Member; provided that if at any time the defaulting Member shall give a satisfactory explanation to the Committee and upon payment of all arrears, he/she may in the absolute discretion of the Committee be re-admitted as Member without payment of any entrance fee.

8. The membership of any Member who has become bankrupt or of unsound mind or is found lunatic shall ipso facto be terminated. Any Member who acts in a way that is prejudicial to or jeopardizes the interest of the Society shall be liable to be expelled from the Society by a resolution of the Society in General Meeting.

9. Any Member may terminate his membership by giving 14 days‘ notice in writing to the Society of his/her intention to do, and upon the expiration of the said notice he/she shall cease to be a Member.

10. Any member who shall, through whatever cause, cease to be a Member, shall nevertheless remain liable for payment to the Society of all moneys which at the time of his ceasing to be Member are due from him/her to the Society and no entrance fee, subscription or donation or any part thereof shall be returned to his/her in any event.

11. A Member may apply for his name transferred to the list of Absent Member. An Absent Member may retain his membership with the Society but not required to pay any annual subscription. Subject to the approval of the Committee, an Absent Member may reinstate his membership as long as he pays the annual subscription due.

12. A Sponsor Member is a member of the Society who has been nominated by a sponsor of a monthly event. A Sponsor Member enjoys all the rights of the Member except voting in General Meetings. Membership of a Sponsor Member lasts for 12 months from the date when the sponsored sum is paid or a date as specified by the sponsor and agreed by the Committee.

General Meetings

13. The Society shall in each year hold an AGM in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall lapse between the date of one AGM of the Society and that of the next. The AGM shall be held at such time and place as the Committee shall appoint.

14. All General Meetings other than AGM shall be called Extraordinary General Meetings (EGM).

15. The Committee may, whenever it thinks fit, convene an EGM. EGMs may also be convened on the request of no less than 18 Members.

Notice of General Meetings

16. An AGM and an EGM called for the passing of a special resolution shall be called by giving at least 14 days‘ notice in writing to Members. The notice shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in a 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 Articles entitled to receive such notice from the Society:

17. Notice of every General Meeting shall be given to every Member entitled to attend and vote thereat, every person as is under the Articles entitled to receive such notice and such other persons as the Committee may determine provided that it shall not be necessary to give notice of a General Meeting to any Member for the time being absent from Hong Kong.

18. A written notice may be given by the Society to any Member or person entitled to receive the same either personally, by email, fax or any other means as the Committee thinks fit.

19. Incidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any Member or person entitled to receive notice shall not invalidate the proceedings at that meeting.

20. Provided that a General Meeting of the Society, shall, notwithstanding that it is called by shorter notice than that specified in item 14 of this Article, be deemed to have been duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together representing not less than 51 per cent of the total voting rights of all the Members entitled to attend and vote at that meeting be deemed to have been duly called if more than 51 per cent of eligible Members have agreed to attend and vote.

Proceedings at General Meetings

21. All business, which is transacted at an EGM shall be deemed special and all business which is transacted at an Annual General Meeting, other than the consideration of the reports on accounts, reports of the Committee and the election of Committee Members shall also be deemed special.

22. No business shall be transacted at any General Meeting unless a quorum of 18 Members are present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save as herein otherwise provided, 18 Members present in person or by proxy shall be a quorum.

23. If, within an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the request of Members, shall be dissolved. The meeting shall stand adjourned to the other day and at other time and place as the Committee may determine. When the adjourned meeting is convened and a quorum of Members is not present, within 30 minutes from the time appointed for the meeting, the Members present, whether in person or by proxy shall be a quorum and the meeting shall commence.

24. The President, and in his absence the Vice-President shall preside as chairman at every General Meeting. If there are no such President and Vice-President, or if they shall not be present within 15 minutes after the time appointed for the holding of the meeting, the Committee Members present shall elect one of their member to be chairman of the meeting.

25. If at any meeting no Committee Member is willing to act as chairman or if no Committee Member is present within 15 minutes after the time appointed for holding the meeting, the Members present shall choose one of their members to be chairman of the meeting.

26. The chairman of any General Meeting 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 General Meeting is adjourned for 15 days or more, notice of the adjourned meeting shall be given as in the case of an original General 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 General Meeting.

27. 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 10 Members present in person or by proxy entitled to vote and, unless a poll is so demanded, a declaration by the chairman of the meeting 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 containing the minutes of proceedings of the Society shall be conclusive the minutes of act without proof of the number or proportion of the votes recorded in favor of or against such resolution.

28. Except as provided in Article 25, if a poll is duly demanded it shall be taken in such manner as the chairman of the General Meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29. In the case of an equality of votes, whether on a show of hands or on a poll, the resolution shall again be put to the vote of the meeting immediately in the same manner, and in the case of equality of votes accruing again, the chairman of the General 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.

30. A poll demanded on the election of chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Voting of Members

31. Every Member whether present in person or by proxy shall have one vote whether on a show of hands or on a poll.

32. No Member shall be entitled to vote at any General Meeting unless all moneys presently payable by him/her to the Society have been paid.

33. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing. A proxy shall be a person of 21 years old and need not be a Member.

34. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of authority shall be deposited at or faxed to the Registered Office not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

35. An instrument appointing a proxy shall be in the following form, or any other form which the Committee may approve :-

To: Mechanical and Electrical Golfers Society :
I, _____________ of________________________
(Name of Member Address)
being a Member of the Mechanical and Electrical Golfers Society, hereby appoint
______________ of ________________________
(Name of Proxy Address)
as my proxy to vote for me and on my behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Society to be held on the ______ day of __________, and at any adjournment thereof.
Signed this ____________ day of ____________
Signature:_______________________________

36. The instrument of appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

The Committee

37. Unless otherwise determined by the Society in General Meeting, the Society shall have a Committee consisting of not less than 12 Committee Members including the President, the Vice-President, the Secretary and the Treasurer.

38. Subject to the Articles, the term of office of a Committee Members shall commence immediately after the conclusion of the AGM at which the election of Committee Members to be held biennially at the Annual General Meeting. A retiring Committee Member shall be eligible for re-election.

39. The Committee shall have power at any time, and from time to time, to appoint any Member to be a Committee Member to fill a casual vacancy but so that the total number of Committee Members shall not at any time exceed the number fixed in accordance with the Articles. Any Committee Member so appointed shall be subject to retirement at the forthcoming AGM.

40. Only Members are eligible for election as Committee Members. No remuneration of whatever kind shall be paid to the Committee Members either directly or indirectly.

41. The office of a Committee Member shall ipso facto be vacated: -

* a. if he/she becomes bankrupt;
* b. if he/she is found lunatic or becomes unsound mind;
* c. if he/she shall for more than 6 months have been absent without permission of the Committee from meetings of the Committee held during that period;
* d. if he/she resigns his office by 3 months‘ notice in writing to the Society; or
* e. if he/she ceases to be a Member.

Power and Duties of the Committee

42. The business of the Society shall be managed by the Committee which may pay all expenses incurred in promoting and registering the Society, and may exercise all such powers of the Society as are not, by the Articles, required to be exercised by the Society in General Meeting, being not inconsistent with the aforesaid provisions, as may be prescribed by the Society in General Meeting; but no regulation made by the Society in General Meeting shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.

43. A Committee Member who is in any way, whether directly or indirectly, interested in a contract or proposed contract (being a contract of significance in relation to the Society‘s business) with the Society shall, if his/her interest in the contract or proposed contract is material, declare the nature of his/her interest at a meeting of the Committee, provided that he/she shall not vote in respect of any such contract or arrangement in which he/she is so interested, and if he/she shall do so his/her vote shall not be counted and he/she shall not be counted in the quorum present at the meeting when any such contract or arrangement is under consideration.

44. All cheques, promissory notes, drafts, bills of exchange and other negotiate instruments, and all receipts for moneys paid to the Society, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, jointly by any 2 of the President, Vice-President and the Treasurer.

45. The Committee shall cause minutes to be prepared for the purpose:-

* a. of recording all appointments of officers made by the Committee;
* b. of inclusion of the names of the Committee Members and members of a sub-committee present at each meeting of the Committee and of any sub-committee of the Committee;
* c. of confirming all resolutions and proceedings at all meetings of the Society, and of the Committee, and of sub-committees of the Committee.

Proceedings of the Committee

46. The Committee may meet together for the dispatch of business, adjourn, and otherwise regulate their meeting, as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman of the meeting shall have a second or casting vote. The Chairman or the Secretary may, and the Secretary on the requisition of 6 Committee Members shall, at any time summon a meeting of the Committee. It shall not be necessary to give notice of a meeting of the Committee to any Committee Member who is at the time absent from Hong Kong.

46. The quorum for meeting of the Committee shall be 6 Committee Members present. All other Members who are present in the meeting shall be observers and have no right to vote.

47. The continuing Committee Members may act notwithstanding any vacancy in the Committee, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Committee Members, the continuing Committee Members may act for the purpose of increasing the number of Committee Members to that number, or of summoning a General Meeting, but for no other purpose.

48. The President, or in his absence the Vice-President shall preside at all meetings of the Committee. If there is no such President and Vice-President, or if in any meeting they are not present within 15 minutes after the time appointed for holding the same, the Committee Members present may choose one of their Committee Members present to be the chairman of the meeting.

49. All acts done by any meeting of the Committee, or by any person acting as a Committee Member, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Committee Member or person 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.

50. A resolution in writing, signed by all the Committee Members for the time being entitled to receive notice of a meeting of the Committee, and consisting of one document or of separate copies prepared and/or circulated for the purpose shall be as valid and effective as if it had been passed at a meeting of the Committee duly convened and held.

Election of Committee Members

51. The election of Committee Members shall take place biennially at the Annual General Meeting.

52. Every candidate for election as a Committee Member shall be a Member and he shall be proposed by one and seconded by another Member. Every nomination shall be made in such form as the Committee may from time to time determine, signed by the candidate and by his proposer and seconder, and to reach the Registered Office not less than 7 days before the date of the AGM at which the election shall take place.

53. Every Member shall be entitled to propose and second such number of candidates as he thinks fit for election as Committee Members at any one election, provided that the number of candidates proposed by him shall not exceed the number of vacancies available for the offices of Committee Members.

54. If the number of candidates nominated does not exceed the number of vacancies available for the offices of Committee Members, then, the chairman of that AGM shall declare that those candidates are ipso facto elected as Committee Members. Otherwise, the election shall proceed with by means of balloting and the candidates who have the most votes shall be elected as Committee Members.

55. The Secretary shall, notwithstanding his retirement from office in accordance with the Articles, forthwith summon a meeting of the newly elected Committee Members, to be held within 14 days after the date of the AGM, in which the elected Committee Members shall elect the President, Vice-President, Secretary and Treasurer as provided in the Articles.

Advisors

56. The Society in General Meeting may, upon the recommendation of the Committee, invite any person whether a Member or not to become an Advisor of the Society for such term as it may determine who, in the opinion of the Committee, i.e. worthy of such distinction by reason of his fame, position, outstanding qualifications, or who has rendered distinguished services to the Society; provided that any such person may relinquish his/her office any time upon 3 months‘ notice in writing being given to the Society.

57. A Committee Member shall not be eligible for invitation as an Advisor of the Society. The Advisor is entitled to enjoy all facilities and take part in the functions and activities of the Society. The Advisor shall have no right to attend any General Meeting nor eligible for election as a Committee Member unless he is also a Member and he shall have no right to vote in Committee Meeting.

Books of Account

58. The Committee shall cause proper books of account to be kept with respect to :-

* a. all sums of money received and expended by the Society and the matters 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

59. The books of account shall be kept at the Registered Office, or at such other place or places as the Committee thinks fit, and shall always be open to the inspection of any Committee Member.

60. The Committee shall from time to time determine whether and to what extend and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of Members not being Committee Members, and no Member (not being a Committee Member) shall have any right of inspecting of any account or book or document of the Society except as conferred by statute or authorized by the Committee or by the Society in General Meeting.

Winding Up
61. The provisions of Clause 9 of the Constitution of Society relating to the winding-up or dissolution of the Society shall have effect and be observed as if the same were repeated herein.

F & P