FLA Constitution

CONSTITUTION OF THE HONG KONG FAMILY LAW ASSOCIATION
1. Name
1.01 The association shall be called THE HONG KONG FAMILY LAW ASSOCIATION (“the Association”)

2. Registered Address
2.01 The registered address of the Association is Room 2303-7 Dominion Centre, 43-59 Queen’s Road East, Hong Kong and shall not be changed except by resolution of the Committee.

3. Objects
3.01 The Association is established solely for education and social purposes as follows:-

(a) To promote:-
(i) The study of family law and practice in Hong Kong and all matters relevant thereto.
(ii) The improvement and development of family law and practice in Hong Kong.

(b) To conduct or carry out any research work on family law.

(c) To make representations to the Government or any other relevant authority relating to family law.

(d) To conduct or participate in any seminar, meeting, study group or any other function in connection with family law. and

(e) To organise such activity and to perform and do such act deed matter or thing which is incidental necessary or conducive to the attainment of the above objectives or any of them.

4. Definitions
“the Association” means the Hong Kong Family Law Association; “Annual General Meeting” means the Annual General Meeting of the Association held under Rule 12; “Chair” means the Chair of the Committee elected pursuant to Rule 10.05;
“Deputy Chair” means the Deputy Chair of the Committee elected pursuant to Rule 10.05; “Committee” means the Committee formed pursuant to Rule 10; “Constitution” means the set of Rules herein contained subject to such variation alteration and amendment as herein provided;
“General Meeting” means the General Meeting of the Association whether annual or special held under Rule 12;
“Member” means a member of the Association;
“original constitution” means the constitution of the Association on its formation;
“Patron” means the Patron of the Association elected pursuant to Rule 9.01;
“President” means the President of the Association elected pursuant to Rule 9.01;
“Rule” means any clause contained in this Constitution;
“Secretary” means the Secretary of the Association elected pursuant to Rule 10.05;
“Special General Meeting” means the Special General Meeting of the Association held under Rule 12.07;
“Subscription” means the subscription to be paid by a Member to the Association under Rule 7.01
“Treasurer” means the Treasurer of the Association elected pursuant to Rule 10.05;
“Assistant Secretary” means the Assistant Secretary of the Association elected pursuant to Rule 10.05.

5. Application of Funds
5.01 All money received on account of entrance fees, subscriptions, levies, donations and all other funds belonging to the Association shall be applied in carrying out the objects of the Association in accordance with this Constitution.

6. Members
6.01 All those who were Members of the Association immediately prior to the General Meeting held on the 6th day of November 2014 at which the original constitution was amended by resolution shall remain Members of the Association.
6.02 In any other case any individual of not less than 21 years of age shall be eligible for election as a Member.
6.03 A candidate for election as a Member must be proposed by one and seconded by another Member in a form prescribed by the Committee.
6.04 Every application for membership shall be submitted to the Secretary accompanied by a cheque in favour of the Association for the appropriate Entrance Fee and Subscription prescribed under Rule 7.01
6.05 The election referred to in Rule 6.03 shall be by the Committee and every Member upon election shall be provided with a copy of this Constitution and shall be bound by all the rules and provisions thereof in all respects.

7. Entrance Fee and Subscription
7.01 Subject to this Rule, every Member shall pay an entrance fee of HK$100.00 and shall pay such other sum as the General Meeting shall decide as the Subscription.
7.02 The General Meeting may increase the Entrance Fee.
7.03 A candidate for membership of the Association who at the time of application is a full-time student shall be exempt from payment of the Entrance Fee.
7.04 Any Member who has not paid the Entrance Fee or Subscription within 28 days after it has become due shall be considered in arrear, and if the amount due be not paid within a further 30 days, the Committee shall have the right to disqualify him or her as a Member.

8. Resignation, Re-election & Expulsion
8.01 A Member may at any time retire from the Association by giving written notice to the Secretary.
8.02 A person who has ceased to be a Member may, upon payment of one year’s arrears of Subscription, be reelected without Entrance Fee.
8.03 The Committee may expel from membership any Member willfully disobeying any of these Rules, or guilty of any conduct rendering him or her unfit in their opinion to be a Member of the Association. PROVIDED that before expelling the Member, the  Committee shall call for an explanation of the alleged conduct, and shall hear any submission made in his or her defence or mitigation. A Member expelled in accordance with this Rule shall have no claim on the property of the Association, and shall not be eligible for re-election as a Member within one year of expulsion.

9. Patron and President
9.01 The Committee may from time to time elect for life, or for such other period being not less than a year, the following:-
(a) One Patron and
(b) One President.
9.02 The Patron and President shall be honorary nonvoting Members of the Association and shall be entitled to all the benefits of membership and these Rules (except Rules 6 and 7 inclusive) shall be deemed applicable to them.

10. Committee
10.01 The management of the Association shall be entrusted to the Committee.
10.02 Members of the Committee shall be elected yearly at the Annual General Meeting. Any member of the Committee may be removed by resolution of a Special General Meeting which may proceed to fill the vacancy.
10.03 The number of the members of the Committee shall be decided by the General Meeting.
10.04 The name of every candidate for membership of the Committee shall be proposed and seconded by two Members of the Association. Such proposals shall be sent to the Secretary in writing not less than seven days before the Annual General Meeting.
10.05 The Committee shall from among themselves or from other Members of the Association appointed annually at their first meeting after the Annual General Meeting of the Association elect a Chair, a Deputy Chair, a Secretary, an Assistant Secretary and a Treasurer.
10.6 The Committee may at any time co-opt not more than two other Members to serve on the Committee.
10.07 The Committee shall meet at least nine times a year for general business. Six members of the Committee shall form a quorum.
10.08 The Chair or, if absent, the Deputy Chair shall preside in the Committee. If both are absent then another member of the Committee nominated by the Chair shall preside. The Chair or other member presiding, shall be entitled to vote on any question, and in the event of an equal division of votes shall be entitled to a second or casting vote.
10.09 The Committee shall subject to Rule 10.02 hold office from their election until the next Annual General Meeting, provided that any member of the Committee may at any time retire therefrom by giving written notice to the Secretary. A member of the Committee shall be eligible for re-election for further terms of office, provided he or she has attended not fewer than 5 Committee meetings during the preceding term.
10.10 The Committee shall be empowered to elect any Member of the Association to fill any casual vacancy occurring by death or resignation or by reason of any member of the Committee ceasing during his or her term of office to be a Member of the Association.
10.11 The Committee shall have power:
(a) generally to manage the affairs of the Association in accordance with the Rules and byelaws;
(b) to appoint from their own number subcommittees for special purposes, and to delegate to them any of the powers of the Committee, except those of electing and expelling Members, and making, altering, or revoking byelaws.
10.12 Notwithstanding anything to the contrary in this Constitution, a resolution in writing signed by or on behalf of all members of the Committee shall, for the purposes of this Constitution be treated as a resolution duly passed at a Committee meeting.
10.13 Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of signature thereof by any member the statement shall be prima facie evidence that it was signed on that date.
10.14 Rule 10.11 shall not be construed as requiring that persons signing a resolution shall sign the same document containing the resolution; but where two or more documents are used for the purpose of obtaining signatures in respect of any resolution, each such document shall be certified in advance by the Secretary to contain the correct version of the proposed resolution.

11. Byelaws
11.01 The Committee is empowered from time to time to make, alter, and revoke byelaws for the internal management of the Association. All such byelaws, until revoked, shall be binding on all Members of the Association as if they were contained in these Rules.

12. General Meeting
12.01 The Annual General Meeting of the Association shall be held each year at such time and place as the Committee may determine for the following purposes:
(1) to receive a report and statement of accounts for the preceding year;
(2) to elect the Committee for the ensuing year; and
(3) to decide upon any proposal or matter, and transact any other business, which shall be duly submitted to the meeting.
12.02 Notice of the Annual General Meeting and of the business to be transacted thereat shall be sent to the Members one week before the date for holding the same.
12.03 At the Annual General Meeting any Member may propose a new rule or byelaw, or alteration or repeal of any existing rule, or bring before the meeting any subject or proposal which relates to the affairs of the Association, provided that not less than three weeks before the meeting he or she shall have given the Secretary notice thereof in writing unless otherwise waived by the Committee.
12.04 At all General Meetings, the Chair shall preside, or if absent, the Deputy Chair, or one of the other members of the Committee nominated by the Chair.
12.05 The Chair shall ascertain the decision of the meeting by a show of hands or by taking a division in such other manner as the Chair deems most convenient. Every Member shall be entitled to be present at the Annual General Meeting and, if present, to vote upon any resolution or question put to the meeting, and in the event of an equality of votes the Chair or other Member presiding shall be entitled to a second or casting vote.
12.06 Ten per cent of the total number of the Members of the Association shall be a quorum for any General Meeting and for passing of any resolution.
12.07 The Committee may at any time for any special purpose call a Special General Meeting, and shall do so forthwith on the requisition in writing of any ten Members stating the purpose for which the meeting is required. Notice of such Special General Meeting shall be sent to the Members seven days before holding the same. The procedure at such meeting and the rights of Members to be present and vote thereat shall be the same in all respects as those provided in regard to the Annual General Meeting. The business to be transacted at such meeting shall be confined to the purposes named in the notice.
12.08 A resolution in writing signed by or on behalf of half of all Members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be treated as a resolution duly passed at a General Meeting of the Association and, where relevant, as a Special Resolution so passed.
12.09 Any such resolution referred to in Rule 12.08 shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of signature thereof by any Member the statement shall be prima facie evidence that it was signed on that date.
12.10 Rule 12.08 shall not be construed as requiring that persons signing a resolution shall sign the same document containing the resolution; but where two or more documents are used for the purpose of obtaining signatures in respect of any resolution, each such document shall be certified in advance by the Secretary to contain the correct version of the proposed resolution.

13. Secretary and Treasurer
13.01 The Secretary shall, in addition to such other duties as specified in these rules, keep minutes of the proceedings of all General and Committee meetings and shall transcribe them into the minute book which shall be kept with the other papers and documents of the Association.
13.02 The Treasurer shall keep the accounts of the Association.
13.03 The Treasurer shall receive the Entrance Fees and the Subscriptions of Members, the payment of which shall be entered in a subscription book kept for that purpose and shall keep an account of all monies received and shall pay the monies into an account opened for the Association with a licensed bank.
13.04 The Treasurer shall be responsible for all sums of money received on behalf of the Association and shall disburse all moneys for and on account of the Association, but shall not pay any account or bill for an amount exceeding HK$1000.00 without the authority of the Committee. The Treasurer shall, wherever so required, deliver to the Secretary a statement of all monies disbursed together with vouchers for amounts exceeding
HK$5,000.00.

14. Accounts
14.01 All funds received shall be used for no other purpose except for the operation of the Association and carrying out its objects.
14.02 The Treasurer shall cause proper books of account to be kept with respect to:-
(a) all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place; and
(b) the assets and liabilities of the Association.
14.03 The books of account shall be kept by the Treasurer or at such other place as the Committee may decide.
14.04 The accounting year for the Association shall be from the 1st day of October to the 30th day of September the following year except for the first year following the amendment of the Constitution, which shall be from the date of end of the accounting year under the original constitution until the 30th September immediately preceding the General Meeting at which the original constitution was amended.
14.05 A copy of the balance sheet together with statement of accounts for the preceding accounting year shall be laid before the Association in the Annual General Meeting.

15. Arbitration
15.01 If any dispute shall arise between a Member or person claiming through a Member or under the rules, or any person aggrieved who has ceased to be a Member, or any person claiming through such person aggrieved, and the Association, or any officer of the Association, it shall be decided by reference to arbitration.
15.02 The arbitrator shall be appointed by the Patron and the President or either of them failing which such person shall be nominated by the Hong Kong International Arbitration Centre to act as arbitrator.
15.03 In this rule the expression “dispute” includes any dispute arising on the question whether a Member or person aggrieved is entitled to be or continue to be a Member or to be reinstated as a Member but, save as aforesaid, in the case of a person who has ceased to be a Member, does not include any dispute other than a dispute on the question between that person and the Association or an officer thereof, which arose whilst he or she was a Member or arises out of his or her previous status as a Member of the Association.

16. Dissolution
16.01 The Association may at any time be dissolved by a resolution of three-fourths of the Members present at a General Meeting or by the consent of three-fourths of all the Members of the Association for the time being, testified by their signatures to an instrument of dissolution.
16.02 Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during their membership, or within one year afterwards for payment of the debts and liabilities of the Association contracted before cessation of membership, and of the costs, charges and expense of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding HK$10.00.
16.03 If upon the winding up or dissolution of the Association 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, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and in default thereof by a Judge of the High Court of Hong Kong having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object.

17. Alteration
17.01 These Rules may be repealed or amended, or new rules made, by a majority of Members present and voting at any Annual or Special General Meeting or by resolution
signed pursuant to Rule 12.08, provided that notice of such proposed repeal, amendment or new rule has been duly given in accordance with these Rules.

18. Notice
18.01 A notice may be given by the Association to any Member either personally or by sending it by post to the address supplied by the Member to the Association for the giving of notice or by e-mail to the e-mail address given by the Member. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where notice is given by email, service of the notice shall be deemed to be effected if the message is not reported as undelivered by the relevant e mail server, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the e-mail is sent.