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AoA IDAHK – V9.1
THE COMPANIES ORDINANCE (CHAPTER 622)
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
IDAHK LIMITED
PART-A
Mandatory Articles
1. Name of the Company is IDAHK LIMITED.
2. The Company is a non profit making company.
3. Members’ Liabilities
The liability of the Members is limited by Guarantee.
4. Liabilities or Contributions of Members
Every member of the company undertakes to contribute to the assets of the company
in the event of its being wound up while he is a member, or within 1 year afterwards,
for the payment of the debts and liabilities of the company contracted before he ceases
to be a member, and 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 the amount specified below:
(i)
Class of Members – Founder Member, Life Member & Voting
Member
Amount to be contributed by each of the members in these classes:
HK$200
(ii)
Class of Members – Non-Voting Member of Hong Kong, Non-Voting
Member of Overseas and Associate Member
Amount to be contributed by each of the members in these classes:
HK$100
5. Objects for Establishment
The objects for which the Association is established are:
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AoA IDAHK – V9.1
i.
To improve the relationships and promote better understanding amongst
diamond and jewellery dealers and traders in Hong Kong and in other areas
and between diamond and jewellery dealers and traders and other members of
the community of Hong Kong and to organise and hold such activities as may
be necessary or expedient to accomplish such objects.
ii.
To improve and upgrade the international status of Hong Kong’s diamond and
jewellery trade, commerce and business.
iii.
To organise and hold exhibitions of whatever articles and for whatever
purposes including, but limited to, Natural Diamond and Diamond Jewellery
and the publication and promotion of sale of the same whether at building
structures or parts thereof for the time being held or occupied by the
Association or other places.
iv.
To promote and stimulate the sale of Natural Diamond and Diamond
Jewellery.
v.
To promote, protect, consider and discuss all questions in relation to Hong
Kong’s Natural Diamond and Diamond Jewellery trade, commerce and
business in Hong Kong and in other areas generally.
vi.
To promote, protect and consider the rights, benefits and interest of Natural
Diamond and Diamond Jewellery dealers and traders generally.
vii.
To represent, express and give effect to the views and opinions of Members of
the Association on matters in relation to dealings in Natural Diamond and
Diamond Jewellery.
viii.
To make recommendation to the Government of Hong Kong Special
Administrative Region and other authorities or body corporates on matters
concerning dealings in Natural Diamond and Diamond Jewellery on behalf of
the Members of the Association.
ix.
To promote or oppose bills in the Legislative Council or other measures
concerning dealing in Natural Diamond and Diamond Jewellery.
x.
To collect and circulate statistics and information about Natural Diamond and
Diamond Jewellery thereof.
xi.
To purchase, take on lease or in exchange, hire or acquire for the use and
purposes of the Association land, buildings or parts of buildings.
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AoA IDAHK – V9.1
xii.
To construct or cause to be constructed on any land so purchased, rented, hired
or acquired building or other structures.
xiii.
To fit out, furnished, alter and maintain or arrange to be fitted out, furnished,
altered and maintained any building or other structure or parts thereof.
xiv.
To provide and make available to Members of the Association facilities to
meet socially as well as for business purposes at any building or structures or
parts thereof being held or occupied by the Association.
xv.
To provide and make available to Members of the Association recreational,
entertainment, restaurant and other facilities whatsoever at any building or
structure or parts thereof being held or occupied by the Association.
xvi.
To make rules and regulations to regulate and control the conduct of diamond
and jewellery, dealers and traders in relation to the trade, commerce and
business of Natural Diamond and Diamond Jewellery.
xvii.
To subscribe to and promote the aims and objects of any society or association
having similar objects to all or any of the objects of the Association and to
encourage and support any such society or association.
xviii.
To purchase, take on lease or in exchange, hire or acquire including but not
limited to receive by way of a gift any personal property for any or more of the
purposes of the Association.
xix.
xx.
To take any gift of property real or personal, whether subject to any special
trust or not, for any one or more of the objects of the Association.
xxi.
To promote charity activities in Hong Kong. Charity by the Association will
be purpose driven only with the approval of Managing Committee. Any
donation received for the purpose of any specific charity has to be expensed
out for such charity purpose only.
xxii.
To take such steps by personal or written appeal, public meetings or otherwise
as may from time to time be deemed expedient for the purpose of the
procuring contributions to the funds of the Association, in the shape of
donation, annual subscriptions or otherwise.
xxiii.
To print and publish any newspaper, periodicals, books or leaflets which the
Association may think desirable for the promotion of its objects.
xxiv.
To sell, manage, lease, dispose of or otherwise deal with all or any part of the
property and rights of the Association for the purposes of the Association.
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xxv.
To raise money by subscription or other lawful means for the purposes of the
Association.
xxvi.
To open accounts with any bank or banks and to operate such accounts and to
draw, make, accept, endorse, discount, execute and issue cheques.
xxvii.
To mortgage strictly for the purpose of self-premises use of the Association
only. Extra funds with the Association, if any, will firstly be used for the
purpose of repayment of mortgage loan. Any funds remaining thereafter which
are not immediately required will only be used for fixed deposits.
xxviii.
To undertake and execute any trust or any agency business which may seem
directly or indirectly conducive to any of the objects of the Association.
xxix.
To make all necessary or appropriate arrangement for carrying on the work of
the Association for this purpose to engage and provide in whole or in part for
the salaries or maintenance of officers, servants and employees.
xxx.
To establish and support and to aid in the establishments and support of any
other associations formed for all or any of the objects of the Association.
xxxi.
To do all such lawful things as are incidental or conducive to the attainment of
the above objects or any of them.
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AoA IDAHK – V9.1
WE, the undersigned, wish to form a company and wish to adopt the Articles of Association
as attached:
Name(s) of Founder Members:
Sr. No.
Name of Legal entity
1.
ARGO DIAM LIMITED
2.
CHINA DIAMOND CORPORATION LTD
3.
DHARAM CREATIONS (HK) LTD
4.
DIASQUA INTERNATIONAL LTD
5.
DIAROUGH (HONG KONG) LTD
6.
FULL FORTUNE ENTERPRISE LTD
7.
HONGKONG DIAMOND LIMITED
8.
HIMA GEMS
9
HINI STAR LTD
10
J K GEMS
11.
JEDI DIA. TRADING LIMITED
12.
KIRAN EXPORTS (HONG KONG) LIMITED
13.
KGK DIAMONDS (HK) LIMITED
14.
P.K. IMPRX LIMITED
15.
PRISMDIA LIMITED
16.
ROSYBLUE HK LTD
17.
RA GEMS CENTRE LTD
18.
UNIRICH JEWELLERY LIMITED
Dated the
day of
, 2015
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AoA IDAHK – V9.1
PART-B Other Articles
Contents
Article
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19
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22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Description
INTERPRETATION
CATEGORY & ELIGIBILITY OF MEMBERS
NUMBER OF MEMBERS
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
ADMISSION TO MEMBERSHIP
PRIVILEGES OF A MEMBER
RESPONSIBILITY OF FOUNDER/LIFE/VOTING MEMBERS
MEMBER’S AUTHORISED REPRESENTATIVE
RESIGNATION OF MEMBER
CESSATION OF MEMBERSHIP/ DISQUALIFICATION OF MEMBERS
REGISTER OF MEMBERS
MEETINGS
QUORUM
ADJOURNED MEETING
CHAIRMAN
VOTING AT MEETING
PROXY
VISITORS
MANAGING COMMITTEE
ELECTION OF MANAGING COMMITTEE
ELIGIBILITY OF THE MANAGING COMMITTEE MEMBERS
EQUALITY OF VOTES
VACANCY IN THE COMMITTEE
RETIREMENT OF THE PRESIDENT/MEMBERS OF MANAGING
COMMITTEE
PRESIDENT AND OFFICE BEARERS
HONORARY SECRETARIES/ HONORARY TREASURERS
PROCEEDINGS OF THE MANAGING COMMITTEE
STANDING COMMITTEES
ADVISORY COMMITTEES AND SUB-COMMITTEES
POWER TO FRAME RULES AND REGULATIONS
NON REMUNERATION PAYABLE TO MEMBERS OR AUTHORISED
REPRESENTATIVES
NO DIVIDEND PAYABLE TO MEMBERS
ACCOUNTS OF THE COMPANY
MINUTES BOOK
POWER TO INCUR EXPENDITURE
INDEMNITY
SEAL OF THE COMPANY
DISPUTE RESOLUTION
WINDING UP
SECRECY CLAUSE
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1.
INTERPRETATION:
In the interpretation of these articles, the following capitalised words and expressions
shall have the following meaning unless repugnant to the subject of context:
(a)
“Association” means IDAHK LIMITED
(b)
“Ordinance” means the Companies Ordinance (Cap 622)
(c)
“Registered Office” means the registered office of the Association.
(d)
“Natural Diamond and Diamond Jewellery” means the business as a
wholesaler, manufacturer, processor, importers, exporters of Natural
Diamonds and/or Natural Diamond Jewellery.
(e)
“Synthetic Diamonds, CVD Diamonds or Lab Grown Diamonds or Man Made
Diamonds” means Diamonds produced in an artificial process, as opposed to
natural diamonds which are created by geological process.
(f)
“First Managing Committee” means the first Managing Committee formed to
manage the affairs of the Association till the date of the first annual general
meeting. First Managing Committee will have 18 members. These 18
members will be the 18 Founder Members of the first list of Founder
Members.
(g)
“Second Managing Committee” means the second Managing Committee
formed to manage the affairs of the Association from the date of the first
annual general meeting till the date of the third annual general meeting.
Second Managing Committee will have 21 members. These 21 members will
be elected from the lists of Founder Members and Life Members by all the
Founder/Life/Voting Members.
(h)
“Managing Committee” means a committee formed to manage the affairs of
the Association, comprising of the 18 members in the First Managing
Committee and 21 members in the Second Managing Committee and other
Managing Committees thereafter. Subject to
Article 1(f) and 1(g) above, the members are elected by the
Founder/Life/Voting Members.
(i)
(j)
Member of Managing Committee means member of the Managing Committee
of the Association which is in force.
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(k)
“Standing Committee” means a committee consisting of only Members of
Managing Committee in order to manage specific subject matters.
(l)
“Advisory Committee or Sub-Committee” means a committee formed by
Managing Committee. This Committee may consist of the Members of
Association, Members of Managing Committee or any 3rd parties as may be
decided by the Managing Committee.
(m)
“Legal Entity” means a company, corporation or a firm, which is legally
incorporated under the law of a country.
(n)
“Member” means a member of the Association. Membership of the
Association is limited to a Legal Entity such as company or firm
(Proprietorship or Partnership). Different kinds of membership are Founder
Member, Life Member, Voting Member, Non-Voting Member from Hong
Kong, Non-Voting Member from Overseas and Associate Member.
(o)
“Founder Member” means Members who are the first subscribers to the
Association who has satisfied with the following requirements:
(p)
(i)
Legal Entity such as a company, partnership firm, proprietorship firm;
(ii)
One of the first subscribers to the Association;
(iii)
Legal Entity that is ultimately owned by the person/ persons of
Indian origin to the extent of more than 50%;
(iv)
Legal Entity that is incorporated in Hong Kong;
(v)
Legal Entity involves in the business as a wholesaler, manufacturer,
processor, importers, exporters of Natural Diamonds and Diamond
Jewellery;
(vi)
Shareholders or directors and/ or the Authorised Representatives of the
Legal Entity MUST NOT involve in Synthetic diamonds, CVD diamonds
or in Lab grown diamonds or Man Made Diamonds.
“Life Member” means Members who subscribe to the Association of an
amount not less than HK$250,000 or as prescribed by the Managing
Committee from time to time and who is approved to be a Life Member at
annual general meeting or extraordinary general meeting of the Association.
This is limited to Legal Entities of Hong Kong who are eligible under Article
2.2.
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(q)
“Voting Member” means a Member who has Voting Right. This is limited to
the Legal Entities of Hong Kong who are eligible under Article 2.3.
(r)
“Non-Voting Member from Hong Kong” means a Member who has no Voting
Right. This is limited to Legal Entities of Hong Kong who are eligible under
Article 2.4.
(s)
“Non-Voting Member from Overseas” means a Member who has no Voting
Right. This is limited to Legal Entities of overseas who are eligible under
Article 2.5.
(t)
“Associate Member” means a Member who has no Voting Right. This is
limited to Legal Entities of Hong Kong who are eligible under Article 2.6.
(u)
“Voting Right” means the power to vote at any general meetings. This power
is exclusively exercisable by Founder / Life / Voting Members of the
Association.
(v)
“Authorised Representative” means in the case of a firm (Proprietorship/
partnership), a designated proprietor/ partner or employee of that firm, and
where a company is a member, designated shareholder, director or employee
of that company. Such “Authorised Representative” who is shareholder/
director/ employee has to be specifically authorised by such firm or company
as the case may be.
(w)
“Annual Subscription” means the amount payable by Members to the
Association annually as decided from time to time by the Managing
Committee pursuant to Article 4.
(x)
“Rules and Regulations” means and includes rules and regulations framed by
the Managing Committee concerning the matters within their scope of powers
and duties and as in force from time to time.
(y)
“Seal” means the common seal of the Association.
(z)
“Secretary” shall include a deputy or assistant secretary and any person
authorised by the Managing Committee to discharge the functions and duties
of the secretaries of the Association.
(aa)
“Gems & Jewellery Association” means any association, which is formed
anywhere in the world, with an object similar to that of the Association.
(bb)
“Trade Delegation” means any delegation consisting of committee of members
and/or Managing Committee, who are travelling for the purpose of
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representing the Association for securing one or more of the objects of the
Association.
(ab)
“Visitor” means a person, who is neither an Authorised Representative nor an
officer bearer of the office of Managing Committee and who is visiting the
office of the Association.
(ac)
“Trading Hall” means a place specified by the Managing Committee as a
trading hall, wherein members can sit across to deal in the business of Natural
Diamond and Diamond Jewellery products.
(ad)
“Register” means a register of Members containing the names of Members,
and of individuals who are appointed as the Authorised Representatives. The
register of Members shall also contain details as regards the category of
Members.
(ae)
“Electoral Roll” means a list prepared on the basis of the Founder/ Life/
Voting Members as on 31st December each year recorded in Register. It shall
be deemed as such not only for the purposes of election to the Managing
Committee but also for purposes of election of representatives of the
Association on various public bodies. For the purposes of election to the
Managing Committee or any other elections, only those Founder/ Life/ Voting
Members whose names are thus registered shall be entitled to vote.
(af)
“President” means president of the Managing Committee.
(ag)
“Vice-President” means vice-president of the Managing Committee.
(ah)
“World Federation of Diamond Bourses” means a bourses trading in rough and
polished diamonds and precious stones with a common set of trading practices.
It is composed of 30 member diamond bourses with a headquarters in
Antwerp.
(ai)
“The Articles” mean the Article of Association from time to time in force.
(aj)
“Year” means the financial year from 1st April to 31st March unless otherwise
indicated.
(ak)
words indicating singular number shall include the plural number and vice
versa.
(al)
words importing the masculine gender shall include the feminine gender also.
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(am)
2.
reference to “him”, “his” includes “her”, “she”, “it”, “its”, “they” or “them”, as
the case may be.
CATEGORY & ELIGIBILITY OF MEMBERS
Membership of the Association is strictly for a Legal Entity. The Association will
have the following six categories of members:
2.1
FOUNDER MEMBER:
(a)
A Founder Member shall be required, upon admission as a Founder
Member, to make first subscription of HK$250,000, which shall be
non-refundable under any circumstances after payment, and shall pay
an amount as Annual Subscription as fixed by the Managing
Committee from time to time in accordance with Article 4.
(b)
They are the first subscribers of the Association.
(c)
Following are the first list of 18 Founder Members
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9
10.
11.
12.
13.
14.
15.
16.
17.
18.
Name of legal entity
ARGO DIAM LIMITED
CHINA DIAMOND CORPORATION LTD
DHARAM CREATIONS (HK) LTD
DIASQUA INTERNATIONAL LTD
DIAROUGH (HONG KONG) LTD
FULL FORTUNE ENTERPRISE LTD
HONGKONG DIAMOND LIMITED
HIMA GEMS
HINI STAR LTD
J K GEMS
JEDI DIA. TRADING LIMITED
KIRAN EXPORTS (HONG KONG) LIMITED
KGK DIAMONDS (HK) LIMITED
P.K. IMPEX LIMITED
PRISMDIA LIMITED
ROSYBLUE HK LTD
RA GEMS CENTRE LTD
UNIRICH JEWELLERY LIMITED
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(d)
Following are the subsequent list of Founder Members
Sr. No.
2.2
Name
1.
H.K. IMPEX PVT LTD
2.
INTERJEWEL (HK) CO LTD
3.
IN COLLECTION
4.
KP SANGHVI
5.
PERRY GEMS (HK) LTD
6.
RAINBOW GEMS (KH) LTD
7.
S B GEMS LTD
8.
S. GOLDI (ASIA) LTD.
9.
SIMI DIAM LIMITED
LIFE MEMBER
Eligibility for a Life Member of the Association:
(a)
Such Legal Entity is ultimately owned by the person/ persons of Indian
origin to the extent of more than 50%;
(b)
Such Legal Entity is incorporated in Hong Kong;
(c)
Such Legal Entity involves in the business as a wholesaler,
manufacturer, processor, importers, exporters of Natural Diamonds and
Diamond Jewellery;
(d)
company MUST NOT involve in the business of Synthetic Diamonds,
CVD Diamonds or in Lab Grown Diamonds or Man Made Diamonds;
(e)
Such Legal Entity has subscribed an amount of not less than
HK$250,000 or as prescribed by the Managing Committee from time
to time to the Association;
(f)
Such Legal Entity has obtained approval of Members to be a Life
Member at annual general meeting or extraordinary general meeting.
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2.3
VOTING MEMBER
Eligibility for a Voting Member of the Association:
2.4
(a)
(b)
(c)
Diamond Jewellery;
(d)
company MUST NOT involve in Synthetic Diamonds, CVD Diamonds
or in Lab Grown Diamonds or Man Made Diamonds.
NON-VOTING MEMBERS FROM HONG KONG
Eligibility for a Non-Voting Member of the Association:
2.5
(a)
(b)
(c)
Diamond Jewellery;
(d)
company MUST NOT involve in Synthetic Diamonds, CVD Diamonds
or in Lab Grown Diamonds or Man Made Diamonds.
NON-VOTING MEMBERS FROM OVERSEAS
Eligibility for a Non-Voting Member from Overseas of the Association:
(a)
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AoA IDAHK – V9.1
2.6
(b)
Such Legal Entity must be a member of any of the Diamond Gems &
Jewellery Association in the local region of their business registration;
(c)
Such Legal Entity is incorporated in any country other than Hong Kong;
(d)
Diamond Jewellery;
(e)
company MUST NOT involve in Synthetic Diamonds, CVD Diamonds or in
Lab Grown Diamonds or Man Made Diamonds.
ASSOCIATE MEMBERS
Eligibility for an Associate Member of the Association:
3.
(a)
Such Legal Entity is incorporated in Hong Kong or overseas;
(b)
Such Legal Entity is involving in any business providing service to
Natural Diamond and Diamond Jewellery industry.
NUMBER OF MEMBERS
The maximum number of Members in each category will be determined from time to
time by the Managing Committee which will keep in view the requirements of the
diamond industries, adequacy of services and facilities and other relevant factors.
4.
ENTRANCE FEE AND ANNUAL SUBSCRIPTION
(a)
Any Legal Entity intending to become a Member shall pay, in advance, as an
entrance fee such sum as may be fixed / decided by the Managing Committee
from time to time.
(b)
Any Legal Entity intending to become or continue as a Member shall pay, in
advance every calendar year, as an annual subscription such sum as may be
decided by the Managing Committee from time to time.
The Managing Committee may from time to time set aside from the sum
payable by a Member as the Annual Subscription such portion as the
Managing Committee may from time to time deem fit for particular purpose or
object of the Association.
(c)
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AoA IDAHK – V9.1
(d)
5.
The Association may from time to time in a general meeting impose a levy on
the Members and may differentiate the amount of levy payable by each class
or division of Members. Where a levy is imposed as aforesaid, the Members
shall effect payment of the same on or before the date stipulated by the
Managing Committee.
ADMISSION TO MEMBERSHIP
(a)
The applicant shall sign the application form giving details of his business. and
bearing signatures of the proposals and secondors, who must be Founder
Member or Voting Member, and send it to the secretary or any other person of
the Association authorised in this behalf. All the applications for membership
shall be referred to the Managing Committee.
(b)
Should the Managing Committee decide that an applicant be considered for
membership, his application shall be posted on the notice board at the
Registered Office, for at least two weeks before the Managing Committee
meets to take the decision. All the Members have moral obligation to bring to
the notice of the Managing Committee, preferably in writing, any objections
that they might have as to the acceptance of the application.
(c)
The Managing Committee will examine all applications and objections
received, if any, and take a decision which will be final. The Managing
Committee will not be under any obligation to assign any reason whatsoever
for its decision.
(d)
The Managing Committee shall give notice to an applicant to inform him
whether his application to become a member has been approved as soon as that
application has been considered.
(e)
A Member shall be required, upon application as a Member, to pay an entrance
fee in an amount fixed by the Managing Committee from time to time in
accordance with Article 4, which shall be non-refundable to the Member under
any circumstances after payment, provided the application for membership is
approved by the Managing Committee.
(f)
Should the application for membership be rejected, the Managing Committee
reserves the right to refund the paid entrance fee.
(g)
Any applicant who has applied to become a Member in the prescribed manner
and whose application has been approved by the Managing Committee shall
become a Member and will be required to pay Annual Subscription in an
amount as may be fixed by the Managing Committee from time to time in
accordance with Article 4. The new Member is required to pay the full Annual
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AoA IDAHK – V9.1
Subscription for that year no matter when he is approved to become a Member.
This Annual Subscription shall expire on 31 December of every year and that
new Member is required to pay a new Annual Subscription of next year.
6.
(h)
An applicant whose application for membership has been rejected shall not be
entitled to again apply for membership until after the expiry of one year from
the date on which his application was rejected by the Managing Committee.
(i)
Every Legal Entity which agrees, in writing, to become a Member in a
particular category and whose name is entered as a Member in the register of
member of a category shall comply with the qualification in that particular
category.
(j)
The Managing Committee, with the two-third majority of Members of
Managing Committee, may make such further rules and/or modify the
aforesaid procedure, as may be deemed appropriate from time to time.
(k)
Every Legal Entity shall at the time of application or at the time it became
Member shall by way of Board of Director’s resolution in case of company
and by way of authorised letter by a proprietor or majority of partners in case
of proprietorship and partnership firms respectively, appoint an Authorized
Representative to represent it on the behalf of that Legal Entity.
PRIVILEGES OF A MEMBER
6.1
FOUNDER MEMBERS AND LIFE MEMBERS
Subject to the payment of subscriptions and levies pursuant to Article 4, a
Founder Member and Life Member shall have following rights:
(a)
The right to receive notice of general meeting of the Association;
(b)
The right to attend and vote at a general meeting of the Association;
(c)
The right to vote for the election of the Members of the Second
Managing Committee and other Managing Committees thereafter;
The right of its Authorised Representative to be nominated in the
election of Second Managing Committee and Managing Committees
thereafter if that Authorised Representative has 2 nominations from
Founder/ Life/ Voting Members;
(d)
(e)
The right to nominate up to the maximum of 10 Authorised
Representatives of Founder/ Life/ Voting Members as representatives
for the election of Members of Managing Committee;
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(f)
The right to get a first priority in any Trade Delegation;
(g)
Priority in the available facilities or in the allocation of booths etc in
the exhibitions, if any, organised by the Association;
(h)
Founder Members shall have priority over Life members in regard to
Trade Delegations and booth allocations stated in Article 6.1(f) and (g);
(i)
The right to appoint an individual in accordance with Article 8 as its
Authorised Representative to elect and be elected as a Member of
Managing Committee;
(j)
The right to introduce Visitors to the Association;
(k)
The right to introduce Legal Entities to become Voting Members, NonVoting Members or Associate members of the Association;
(l)
The right to obtain at cost, the publications of the Association as may
be decided by the Managing Committee;
(m)
The right to the use of the library of the Association at a fee as may be
decided by the Managing Committee from time to time;
(n)
The right to enter and use of the Trading Hall of the Association for
trading by one Authorised Representative of a Member in accordance
with the Rules and Regulations framed by the Managing Committee in
this behalf. Only one Authorised Representative of a Legal Entity shall
be entitled to exercise the rights and privileges conferred upon a
Founder Member or a Life Member by virtue of sub-articles of this
Article. The Managing Committee may, however, on conditions as
may be prescribed generally or specifically, permit more than one
representative of Founder Member or a Life Member to enter and use
the Trading Hall for the purpose of trading;
(o)
The right to have access to, and to make full use of, various common
facilities provided by the Association, as may be made available in
accordance with the Rules and Regulations framed for the purpose by
the Managing Committee from time to time.
(p)
The right to vote at Sub-Committee meeting when it is a member of
Sub-Committee.
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6.2
VOTING MEMBERS
Voting Member shall have following rights:
(a)
(b)
The right to attend and vote at a general meeting of the Association;
(c)
The right to vote for the election of the Members of the Second
Managing Committee and other Managing Committees thereafter;
(d)
The right of its Authorised Representative to be nominated in the
election of third Managing Committee and Managing Committees
thereafter if that Authorised Representative has 5 nominations from
Founder/ Life/ Voting Members;
(e)
The right to nominate up to the maximum of 5 Authorised
Representatives of the Founder/ Life/ Voting Members as
representatives for the election of Members of the third Managing
Committee and other Managing Committees thereafter;
(f)
The right to get a priority after the Founder/ Life Member in any Trade
Delegation;
(g)
The right to get priority after Founder/ Life Member in the available
facilities or in the allocation of booths etc in the exhibitions, if any,
organised by the Association;
(h)
The right to appoint an individual in accordance with Article 8 as its
Authorised Representative to elect and be elected as a Member of the
third Managing Committee and other Managing Committees thereafter;
(i)
The right to introduce Visitors to the Association;
(j)
The right to introduce Legal Entities to become Voting Members, NonVoting Members or Associate Members of the Association;
(k)
(l)
The right to the use of the library of the company at a fee as may be
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6.3
(m)
this behalf. Only one Authorised Representative of a Legal Entity shall
be entitled to exercise the rights and privileges conferred upon a Voting
Member by virtue of sub-articles of this Article. The Managing
Committee may, however, on conditions as may be prescribed
generally or specifically, permit more than one representative of
Voting Member to enter and use the Trading Hall for the purpose of
trading;
(n)
the Managing Committee from time to time;
(o)
Sub-Committee.
NON-VOTING MEMBERS FROM HONG KONG/OVERSEAS
Non-Voting Member shall have following rights:
(a)
(b)
The right to attend a general meeting of the Association;
(c)
The right to use all facilities provided by the Association to Members;
(d)
The right to get a priority after the Founder/ Life/ Voting Member in
any Trade Delegation;
(e)
The right to get priority after Founder/ Life/ Voting Member in the
available facilities or in the allocation of booths etc in the exhibitions,
if any, organised by the Association;
(f)
(g)
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(h)
this behalf;
(i)
(j)
Sub-Committee.
It is emphasized that a Non-Voting member from Hong Kong/ Overseas shall
NOT be entitled:
6.4
(k)
to stand, or nominate members, for the election of the Managing
Committee;
(l)
to vote at annual general meetings or extraordinary general meetings of
the Association.
ASSOCIATE MEMBERS
Subject to the payment of subscriptions and levies pursuant to Article 4, an
Associate Member shall have following rights:
(a)
(b)
The right to attend a general meeting of the Association;
(c)
The right to use all the common facilities except the use of Trading
Hall;
(d)
(e)
(f)
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(g)
Sub-Committee.
It is emphasized that an Associate Member shall NOT be entitled:
7.
8.
(h)
to stand, or nominate members, for the election of the Managing
Committee;
(i)
to vote at annual general meetings or extraordinary general meetings of
the Association.
RESPONSIBILITY OF FOUNDER/ LIFE/ VOTING MEMBERS
(a)
It is mandatory for Founder/ Life/ Voting Members to vote at elections of
President and elections of Members of Managing Committee;
(b)
The Managing Committee shall levy a fine of not exceeding HK$1,000 on
Founder/ Life/ Voting Members who fails to vote at elections of President
and/or Members of Managing Committee;
(c)
The Managing Committee can waive the levy as in Article 7(b) in case of a
genuine reason provided by the Founder/ Life/ Voting Member who fails to
vote at elections of President and/or Members of Managing Committee.
MEMBER’S AUTHORISED REPRESENTATIVE
8.1
ELIGIBILITY
(a)
A Legal Entity which has become a Member shall for the purposes of
enjoying and using the facilities provided by the Association to appoint
a member representative to be the Authorised Representative of such
Legal Entity.
(b)
“Authorised Representative” shall be a natural person, should not be
lunatic and should not be convicted of a criminal offence in Hong
Kong or elsewhere of such a nature of magnitude, as to render him
unfit to remain an Authorised Representative.
(d)
“Authorised Representative” should not be adjudicated bankrupt or any
status alike in Hong Kong or elsewhere, or has compounded with his
creditors.
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8.2
(e)
The Authorised Representative of a Founder Member, Life Member,
Voting Member or Non-Voting Member from Hong Kong shall be a
person who is a resident of Hong Kong holding a valid Hong Kong
Identity Card.
(f)
There is no requirement of holding a valid Hong Kong Identity Card
for being an Authorised Representative of a Non-Voting Member from
Overseas or an Associate Member.
(g)
Notice of the appointment of the Authorised Representative and of any
change thereof (subject to approval aforesaid by the Managing
Committee) shall be given to the Association within 30 days after such
appointment or change. An Authorised Representative shall for so long
as he is validly appointed and approved by the Managing Committee,
has all the rights, power and authorities of the Member appointing him.
Such intimation of new representative or the change in Authorised
Representative shall be notified by way of a resolution by the board of
directors in case of company or by way of a letter by proprietor in the
case of proprietorship firm or by way of majority partner’s letter in
case of partnership firm authorising such Authorised Representative.
(h)
A proposed Authorised Representative shall not be entitled to use and
enjoy the facilities provided by the Association to Members until such
time as his appointment has been approved by the Managing
Committee and as his name has been registered by the Association.
(i)
The Managing Committee has the power to approve or disapprove of
an appointment of an Authorised Representative but shall not
unreasonably withhold its approval in a particular case.
(j)
One person can be an Authorised Representative of multiple Members.
NOMINATION
(a)
Member shall have the right to nominate a particular person, being a
partner or proprietor in case of a firm, and shareholder, director or
employee as may be authorised by way of board of director’s
resolution in case of a company as its Authorized Representative to
exercise its right of membership.
(b)
Such nomination shall be made in writing and submitted to the person
duly authorised by the Managing Committee or Secretary. The letter of
authority nominating the particular person shall be issued by a person
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authorized by the Member as provided under its constitution and the
person so authorized shall make an affirmation that he has been so
authorized and to this effect shall produce authority from all the
partners of the firm or certified copy of the resolution of the managing
committee or governing body of the association or board of directors of
a company.
(c)
8.3
Member shall have right to withdraw its nomination of the said
particular person and nominate any other person as its Authorized
Representative by following the same procedure as above in
nominating the Authorised Representative.
DISQUALIFICATION
A Member shall immediately inform the Association regarding
disqualification of its Authorised Representative, if there is any change in
circumstances as stated in Article 8.1 of such Authorised Representative and
he becomes ineligible to be an Authorised Representative.
9.
RESIGNATION OF MEMBER
A Member wishing to resign from membership of the Association shall give notice in
writing to that effect to the Managing Committee. A resignation notice shall become
effective one month after the Managing Committee has received that notice and after
all outstanding subscription and levies of the Member to which a resignation notice
relates have been paid in full unless the Managing Committee shall resolve that it
shall take effect earlier.
10.
CESSATION OF MEMBERSHIP/ DISQUALIFICATION OF MEMBERS
A Member shall, ipso facto, cease to be a Member on being disqualified due to any
fact given below:
10.1
GENERAL DISQUALIFICATION
(a)
Being a company, if a petition is presented or meeting commenced for
the purpose of winding up the company or if the company enters into
liquidation whether compulsorily or voluntarily or has compounded
with its creditors, or undergoing any similar procedures as the aforesaid
in Hong Kong or elsewhere.
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(b)
A Member has failed to pay any Annual Subscription within two
months after the same has become due and payable unless the
Managing Committee shall resolve to extend the period for payment
either before or after the expiry of that period and payment is made
within such extended period.
(c)
A Member has failed to pay any levy imposed under Article 4 within
one month after the same has become due and payable unless the
Managing Committee shall resolve to extend the period for payment
either before or after expiry of that period and payment is made within
such extended period.
(d)
A Member becomes disqualified due to non-compliance with any
clause of this Article.
(e)
Without prejudice to any clause of general disqualification mentioned
hereinabove, a Member may be removed or suspended from
membership by a resolution of the Managing Committee duly passed
by 75% majority to that effect. Provided always that not less than 7
days notice of the meeting of the Managing Committee at which the
resolution to remove or suspend the Member is to be passed shall be
given to the Member intended to be removed or suspended and that
Member shall be entitled to make written representations to and to
attend personally by its Authorised Representative at such meeting to
show cause why the resolution to remove or suspend it as a Member
should not be passed.
(f)
A suspension of membership shall subsist for such time as the
Managing Committee may determine. A Member whose membership
has been suspended shall not be entitled to exercise any right it has as a
Member whilst the suspension is effective. A suspension of
membership shall not affect the liability of the suspended Member to
pay any Annual Subscription, levies or other amounts payable by it as a
Member.
(g)
Where a Member ceases to be a Member under Article 10, all the rights
and privileges to which that Member was entitled immediately before
the cessation of membership shall cease as regards that Member at the
same time when it ceases to be a Member. Cessation of membership
for whatever cause shall not affect the liability of the Member to pay
any Annual Subscriptions, levies or other amounts due up to the date of
cessation of membership.
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(h)
10.2
10.3
10.4
Where a Member changes its name, such Member is required to inform
the Association within 30 days of such a change. If the Managing
Committee holds the view that the new name of the Member
jeopardises the interest of the Association, the Managing Committee
shall have the power to terminate the membership of such Member.
SPECIFIC DISQUALIFICATION FOR FOUNDER MEMBER, LIFE
MEMBER, VOTING MEMBER & NON-VOTING MEMBERS FROM HONG
KONG IN ADDITION TO GENERAL DISQUALIFICATION
(a)
The Member ceases into the business of Natural Diamond or Diamond
Jewellery business.
(b)
The Member indulges in Synthetic Diamonds, CVD Diamonds or in
Lab grown diamonds or Man Made Diamonds.
(c)
The Member ceases to be a company of Hong Kong.
(d)
The Member is no more owned by the person of Indian Origin to the
extent of 50% or more.
SPECIFIC DISQUALIFICATION FOR NON-VOTING MEMBER FROM
OVERSEAS IN ADDITION TO GENERAL DISQUALIFICATION
(a)
The Member ceases into the business of Natural Diamond or Diamond
Jewellery business.
(b)
The Member indulges in Synthetic Diamonds, CVD Diamonds or in
Lab grown diamonds or Man Made Diamonds.
(c)
The Member ceases to be a company incorporated in any country other
than Hong Kong.
(d)
The Member is no more owned by the person of Indian Origin to the
extent of 50% or more.
(e)
The Member ceases to be a member of Gem & Jewellery Association
in the country of its incorporation.
SPECIFIC DISQUALIFICATION OF ASSOCIATE
ADDITION TO GENERAL DISQUALIFICATION
MEMBERS
IN
The Member ceases to be a company incorporated anywhere.
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11.
12.
REGISTER OF MEMBERS
(a)
The person duly authorised by the Managing Committee or the Secretary shall
maintain a Register of Members.
(b)
All changes in the names of Members and all changes in the names of
Authorised Representatives, and their addresses, change in constitution, names
of the partners/directors, occupants, etc, shall have to be notified in writing to
the person duly authorised by the Managing Committee or Secretary, within
three months of the date of the change occurs. The person duly authorised by
the Managing Committee or Secretary shall also record such changes in the
Register.
(c)
Electoral Roll for purposes of the annual election to the Managing Committee
shall be prepared as on 31st December each year and be kept at the office of
the Association on or before such date prior to the annual general meeting of
election years as may be decided by the Managing Committee. One copy of
such Electoral Roll shall be supplied to the Members free of cost.
MEETINGS
12.1
GENERAL MEETING
(a)
The first general meeting shall be held at such time, not being less than
one month or more than 18 months after the incorporation of the
Association and at such place, as the First Managing Committee may
determine.
(b)
A general meeting shall be held once in every year at such time (not
being more than 15 months after the holding of the last preceding
general meeting) and place as may be prescribed by the Managing
Committee.
(c)
The above mentioned general meetings shall be called annual general
meetings, all other general meetings shall be called extraordinary
general meetings.
(d)
The Managing Committee may whenever it thinks fit convene an
extraordinary general meeting, and extraordinary general meeting shall
also be convened on such requisition, or in default, may be convened
by such requisitionists, as provided by section 565 to 570 of the
Ordinance.
(e)
Minimum one month prior to annual general meeting of election year,
there will be an extraordinary general meeting for a specific agenda of
the election of President. This extraordinary general meeting shall take
26
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place, once in every two years. New President shall be deemed to be
appointed in that extraordinary general meeting for a specific agenda of
the election of President.
(f)
12.2
Managing Committee shall conduct the voting at both annual general
meeting and extraordinary general meeting by way of electronic voting
& postal ballot in accordance with the guideline framed for the purpose
by the Managing Committee from time to time.
ANNUAL GENERAL MEETING
(a)
There shall be held a general meeting of the Members, which shall be
called annual general meeting, the first of which shall be held within
eighteen months from the incorporation of the Association, and
thereafter, once at least in every financial year beginning from 1st April
and ending on 31st March, of the following year at such time, not being
fifteen months after the preceding annual general meeting and at such
place as the Managing Committee may decide beforehand for despatch
of business. A report of the Association for the year under review shall
be circulated amongst the Members with a notice of the meeting.
(b)
The audited accounts including the statement of income and
expenditure relating to the period beginning with the incorporation of
the Association and ending with a day which will not precede the day
of the meeting by more than nine months shall be submitted at the first
annual general meeting. In the case of any subsequent annual general
meeting, the audited accounts shall relate to the period beginning with
the day immediately after the period for which the accounts were last
submitted and ending with a day which shall not precede the day of the
meeting by more than six months.
(c)
The principal business of an annual general meeting shall be to receive
and pass the report of the Association and also the audit report and
accounts of the preceding financial period, to appoint auditors and fix
their remuneration and consider or transact any business which under
these articles ought to be transacted at annual general meeting.
(d)
The additional businesses of an annual general meeting in an election
year shall be to note the taking up of new office of the new President
and Managing Committee.
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12.3
12.4
EXTRAORDINARY GENERAL MEETING
(a)
All general meetings of the Members other than annual general
meetings shall be called extraordinary general meetings.
(b)
An extraordinary general meeting may be called whenever the
Managing Committee thinks fit or the Managing Committee shall call
such an extraordinary general meeting of the Founder/ Life/ Voting
Members on the requisition, in writing, by such number of Voting
Members who have at the date of deposit of the requisition not less
than one-tenth (1/10th) of the total voting power of all the concerned
Founder/ Life/ Voting Members having at the said date a right to vote,
or 20 members whichever is higher, stating the object of the meeting
and the text of the resolution to be moved thereat. The business of such
extraordinary general meeting shall be confined to the business for
which it has been convened.
(c)
If the Managing Committee does not within 14 days from the date of
deposit of a valid requisition in regard to any matter, duly proceed to
call a meeting for the consideration of those matters on a day not later
than 45 days from the date of deposit of the requisition, the meeting
may be called by such of the requisitionists as represent not less than
1/10th of the total number of the Founder/ Life/ Voting Members.
(d)
A meeting called under the preceding sub-article by the requisitionists
or any of them:
(i)
shall be called in the same manner, as nearly as possible as that
in which meetings are to be called by the Managing Committee;
and
(ii)
shall be held within three months from the date of deposit of the
requisition.
NOTICE FOR MEETING
(a)
Subject to the provisions of section 564 of the Ordinance relating to
special resolutions, 21 days notice at the least (exclusive of the day on
which the notice is serviced or deemed to be served and of the day for
which notice is given) specifying the place, the day and hour of
meeting and in case of special business, the general nature of that
business shall be given in manner hereinafter mention to such
Members as or entitled to received such notices from the Association,
but with the consent of all the Members entitled to receive notice of
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such particular meeting, that meeting may be convened by such shorter
notice and in such manner as those Members may think fit.
(b)
For calling an annual general meeting or an extraordinary general
meeting of the Members, one notice shall be given to each Member.
(c)
A notice may be given to the concerned Members either personally or
by sending it by post or by email or by courier to such Member’s
registered address or to any other address if any within Hong Kong
supplied by the Members for giving the notice. A Member residing in
any foreign country must give to the company a local address for
sending notices. The aforesaid notice shall also be posted or displayed
on the notice board at the Registered Offices or on the notice board of
the website of the Association.
(d)
Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, pre-paying postage, and posting the
letter containing the notice and, unless the contrary is proved at the
time at which the letter would be delivered in the ordinary course of
post or courier.
(e)
Any notice required to be given by the Association to the Members or
any of them and not expressly provided for by these Articles, shall be
deemed to be sufficiently given, if
(f)
13.
(i)
given by advertisement which appears at least once in one or
more newspapers circulating in the neighbourhood of the
Registered Office of the Association; and
(ii)
posted/ displayed on the notice board at the Registered
Offices or on the notice board of the website of the
Association.
Non-receipt by any Member of any notice required by this Article to be
given to the Member shall not invalidate the proceedings at any
meeting or any resolution passed thereat.
QUORUM
30 Members present through their Authorised Representative or 15% of the strength
of Voting members, whichever is less shall be deemed to be a quorum for an annual
general meeting or extra ordinary general meeting. No business can be transacted at
any such general meeting if within 30 minutes of the hour specified for the meeting no
quorum is formed. In that case, the meeting shall stand adjourned to another day to be
determined by the Managing Committee.
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14.
ADJOURNED MEETING
The quorum as stated in Article 13 must be constituted for all adjourned meeting. No
business can be transacted at any adjourned meetings without the necessary quorum.
15.
CHAIRMAN
The President or in his absence the Vice-President shall preside at every annual
general meeting and extraordinary general meeting, and be called chairman. In the
absence of the President and the Vice-President, the Members present may elect one
from among themselves to be the chairman.
16.
VOTING AT MEETING
(a)
At any general meeting a resolution put to the vote of the meeting shall be
decided on show of hands, unless a poll is (before or on the declaration of the
result of the show of hands) demanded by one or more Founder/ Life/ Voting
Members and, unless a poll is so demanded, a declaration by the chairman 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 of the
proceedings of the Association, shall be conclusive evidence of the fact,
without proof of the number or proportion of the votes recorded in favour of,
or against, that resolution.
(b)
At every annual general meeting and extraordinary general meeting, a
Founder/ Life/ Voting member shall be entitled to vote through its Authorised
Representative on every matter and shall have one vote.
(c)
Subject to Article 17, where Authorised Representative of Member is not able
to attend a general meeting, a proxy can vote in a general meeting.
(d)
For election of the Members of Managing Committee, the Voting Rights of the
Members shall be in the manner laid down in Article 20.
(e)
Further, only one Authorised Representative of a Member shall be entitled to
exercise the Voting Rights conferred upon a Member by virtue of sub-articles
(a) to (d) hereinabove. Where a person present at the meeting is an Authorised
Representative of more than one Member, such person shall have as many
votes as the number of Members represented by him.
(f)
If a poll is duly demanded it shall be taken in such manners as the chairman
directs and the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
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17.
18.
(g)
In the case of equality of votes, the chairman of the meeting shall have a
second or casting vote in addition to his own vote, provided he is entitled to
vote on that resolution. If the chairman of the meeting is not entitled to vote on
that resolution, then the Vice President shall be entitled to have a second or a
casting vote in addition to his own vote.
(h)
No Founder/ Life/ Voting Member shall be entitled to vote at any general
meeting unless all Annual Subscriptions and levies due from such Member to
the Association have been paid in full.
PROXY
(a)
In a general meeting of the Association, if an Authorised Representative of the
Member is not able to attend that general meeting, then the Member can
appoint a proxy to attend that general meeting.
(b)
The original instrument appointing a proxy shall be deposited at 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 may be treated as invalid.
(c)
Every instrument appointing a proxy shall, as nearly as circumstances will
admit, be in the form specified in the schedule hereto, or in such other form as
the Managing Committee shall from time to time approve.
VISITORS
(a)
Only a Founder/ Life/ Voting Member may introduce a Visitor to the
Association for the purposes of using and enjoying the facilities provided by
the Association to Members.
(b)
The Founder/Life/Voting Member who intends to introduce a Visitor to the
Association shall seek prior approval of the Managing Committee or the
Standing Committee to which the Managing Committee has delegated the
power to approve the introduction of Visitors.
(c)
All Visitors shall observe and be bound by the rules and/or bylaws from time
to time made or adopted by the Managing Committee.
(d)
The Founder/ Life/ Voting member who introduces a Visitor to the
Association shall be responsible for the conduct and activities of the Visitor in
all respects. In particular such Member shall indemnify the Association and/or
any other Members against any loss or damage suffered by the Association
and/or such other Members as a result of any action of the Visitor.
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19.
(e)
The Member introducing the Visitor shall accompany the Visitor and all times
whilst the Visitor is at the Association’s premises.
(f)
Every Visitor may have to, upon being introduced to the Association, pay a fee
to the Association. The amount of the fee payable by the Visitor shall be as
determined by the Managing Committee from time to time.
(g)
A person who has been expelled or suspended from a corresponding body
corporate affiliated to the World Federation of Diamond Bourses or whose
presence at the Associations premises is considered by the Managing
Committee to be contrary to the interest of the Association may not be
introduced to the Association as a Visitor.
(h)
Notwithstanding any other provisions in these Articles, the Managing
Committee may at its absolute discretion disapprove and reject an introduction
of a Visitor without giving any reason therefor.
MANAGING COMMITTEE
(a)
Subject to Article 19(b) and 19(c), the Managing Committee shall consist of
21 members. The Members of Managing Committee shall be elected from and
by the Founder/ Life/ Voting members in the manner laid down in Article 20.
(b)
The First Managing Committee shall consist of 18 members. The composition
of the First Managing Committee shall be as provided in Article 1(g) and they
will be working till the conclusion of first annual general meeting.
(c)
The Second Managing Committee shall consist of 21 members. The
composition of the Second Managing Committee shall be as provided in
Article 1(h) and they will be working till the conclusion of third annual general
meeting. The members of Second Managing Committee shall be elected from
Founder/ Life Members and by the Founder/ Life/ Voting Members in the
manner laid down in Article 20.
(d)
All the affairs of the Association shall be managed and looked after by the
Managing Committee which shall, in addition to the powers and authority
conferred upon it by these Articles or by the Ordinance or any regulation made
by the Association in general meeting or in any regulation not inconsistent
therewith and duly made there under, exercise all such powers, and do all such
acts and things, as the Association being company limited by guarantee by the
Ordinance to exercise and do. Provided that the Managing Committee shall not
exercise any power or do any act or thing which is directed or required,
whether under the Ordinance or these articles or otherwise, to be exercise or
done by the Association in general meeting. No regulation made by the
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AoA IDAHK – V9.1
Association in general meeting shall invalidate any prior act of the Managing
Committee which would have been valid if that regulation had not been made.
20.
(e)
Subject to Article 29, the Managing Committee will constitute SubCommittees of such persons including those who need not be Members of the
Association and entrust them with such powers and duties including to appoint
officers and staff for the management and conduct of the affairs of the
Association at such remuneration and on such terms and conditions as the
Managing Committee may deem fit.
(f)
Nothing mentioned above in Article 19(e) shall prevent the payment by the
Association in good faith of reasonable remuneration to any of its officers,
staff or servants or to any other person in return of any services actually
rendered to the Association.
(g)
For all the purpose of Ordinance or other legal purposes, an Authorised
Representatives of Members of Managing Committee shall be appointed as
directors of the Association. Members of Managing Committee and their
Authorised Representatives will adhere to the legal requirements of the
Ordinance or any other relevant ordinance as the case may be.
ELECTION OF MANAGING COMMITTEE
20.1
GENERAL
(a)
Subject to Article 19(b) and 19(c), all the 21 Members of the Managing
Committee shall be elected only from among the Members in the
manner stated herein below:
(b)
For the purpose of election to the Managing Committee, an intending
Member needs to pass the criterion of eligibility as given in Article 21.
(c)
All the Members of the Managing Committee for the time being shall
retire after every two years and in that place all the 21 members
including the President will be freshly appointed or re-appointed as the
case may be.
(d)
Appointment of the Members of the Managing Committee shall be in
two phases:
(i)
1st phase of election for the appointment of President;
(ii)
2nd phase of election for the appointment of remaining 20
Members of the Managing Committee.
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20.2
(e)
2nd phase of election for the election of the Members of Managing
Committee shall take place not less than 30 days following the
declaration of the result of 1st phase for the President.
(f)
The Managing Committee shall appoint one or more independent
individuals called the “returning officer” or the “returning officers” as
the context may admit to conduct the election/ re-election of the
President/ Members of the Managing Committee. The scope, duties
and powers of the returning officer and the procedure for nomination of
candidate for election and other related matters, shall be as determined
by the Managing Committee from time to time.
1ST PHASE OF ELECTION FOR PRESIDENT
(a)
The Secretary or the person authorised by Managing Committee shall
at least one month before the voting, circulate to the Members a list
showing the attendance of the Members of Managing Committee at its
meetings during the previous two years and invite nominations for
election to the office of the President.
(b)
The returning officer shall, in the presence of the nominated
candidates, scrutinise the nominations within the next five days.
(c)
The returning officer shall prepare a final list of the valid nominations
received by him and shall circulate the same amongst Founder/ Life/
Voting Members along with the intimation of the date, time and venue
fixed for the election/ re-election of the President at least twenty one
days before the date of election/ re-election.
(d)
At a specified date to be determined by the Managing Committed, an
extraordinary general meeting shall take place for an election/ reelection of a President of the next term. Voting in the meeting shall
take place in a manner prescribed by the Managing Committee.
(e)
President shall be deemed appointed on the date of the extraordinary
general meeting and the office of the new President shall be effective
from the date of next annual general meeting.
(f)
If election/ re-election fail to be completed before next annual general
meeting, then the President and Members of Managing Committee
shall hold the office until the formation of next Managing Committee
notwithstanding the annual general meeting has already passed.
34
AoA IDAHK – V9.1
20.3
21.
2nd PHASE OF ELECTION FOR THE MEMBERS OF MANAGING
COMMITTEE
(a)
Once the election of the President has taken place, the returning officer
shall start the process of the election of the Members of Managing
Committee.
(b)
The Secretary or the person authorised by Managing Committee shall
after the election of the President and at least one month before the
holding of annual general meeting, circulate to the Members a list
showing the attendance of the Members of Managing Committee at its
meetings during the previous two years and invite nominations for
election to the office of the Members of Managing Committee.
(c)
Appointment of the Members of Managing Committee is linked to the
divisions of the Standing Committee. There are 7 Standing
Committees. Members of Managing Committee are to be appointed in
such a way that all the specific divisional Standing Committees gets
filled up by a competent Members of Managing Committee.
(d)
Members of Managing Committee will be elected with the ultimate
aim that the expertise for seven different divisions to be filled up for
Standing committees.
(e)
For the purpose of filling up divisions of the Standing Committee,
Managing Committee shall make its own guidelines to facilitate the
listing of the prospective Members of the Managing Committee subject
to the provisions of this Article.
(f)
The returning officer shall, in the presence of the nominated
candidates, scrutinise the nominations within the next 7 days.
(g)
The returning officer shall prepare a final list of the valid nominations
received by him and shall circulate the same amongst the Members,
through online or otherwise along with the intimation of the date, time
fixed for the election/ re-election of the Members of Managing
Committee at least 7 days before the date of election/ re-election.
(h)
The Managing Committee shall cause a notice of general meeting,
specifying the list of Members of Managing Committee to be put for
election/ re-election. At the annual general meeting, voting shall take
place and newly elected Members of the Managing Committee shall be
appointed.
ELIGIBILITY OF THE MANAGING COMMITTEE MEMBERS
35
AoA IDAHK – V9.1
21.1
21.2
Eligibility of a President of the Managing Committee
(a)
He should be an “Authorised Representative” of a Founder/ Life/
Voting Member of the Association.
(b)
The Member of which he is representing should be a Member of the
Association for not less than one year prior to the date of nomination.
(c)
He is invariably nominated by at least ten Founder/ Life/ Voting
Members. At least five of the nominations should be made by Founder
or Life Members.
(d)
He should be between 35 to 60 year of age.
(e)
He should have an experience of at least 10 years in the industry of
Natural Diamond or Diamond Jewellery.
(f)
He should not be lunatic and should not have been convicted of a
criminal offence in Hong Kong or elsewhere of such a nature of
magnitude, as to render him unfit to remain an Authorised
Representative.
(g)
He is not adjudicated bankrupt or any status alike in Hong Kong or
elsewhere, or has compounded with his creditors.
(h)
The Member of which he is representing should not have defaulted on
any payable to the Association.
(i)
He has to be a resident of Hong Kong holding Hong Kong ID card.
(j)
He has to be a person of Integrity. He needs to be unbiased and fair to
all the Members of the Association, and he should be able to take
ahead the objects of the Association in promoting the objects of the
Association.
(k)
If a President of the present term seeks to be reappointed as a President
or a Member of Managing Committee in the next term, he must have
completed not less than 60% attendance in the meetings of Managing
Committee (counted on the basis of pro-rata on the period of holding
his office) during his present term. The Number of meeting equivalent
to 60% will be rounded up to its nearest number.
Eligibility of a Member of the Managing Committee
(a)
He should be an “Authorised Representative” of a Founder/ Life/ Voting
Member of the Association.
36
AoA IDAHK – V9.1
(b)
The Member of which he is representing should be a Member of the
Association for not less than one year prior to the date of nomination.
(c)
If he is an Authorised Representative of Voting Members, he is
nominated by at least five Founder/ Life/ Voting Members.
(d)
If he is an Authorised Representative of Founder Member or Life
Member, he is nominated by at least two Founder/ Life/ Voting
Members.
(e)
He should be between 25 to 65 years of age.
(f)
He should have an experience of at least 5 years in the industry of
Natural Diamond or Diamond Jewellery.
(g)
He should not be lunatic and should not have been convicted of a
criminal offence in Hong Kong or elsewhere of such a nature of
magnitude, as to render him unfit to remain an Authorised
Representative.
(h)
The Member of which he is representing should not have defaulted on
any payable to the Association.
(i)
He is not adjudicated bankrupt or any status alike in Hong Kong or
elsewhere, or has compounded with his creditors.
(j)
He has to be a resident of Hong Kong holding Hong Kong ID card.
(k)
If a Member of Managing Committee of the present term seeks to be
reappointed as a President or a Member of the Managing Committee in
the next term, he must have completed not less than 60% attendance in
the meeting of Managing Committee (counted on the basis of pro-rata on
the period of holding his office) during his present term. The Number of
meeting equivalent to 60% will be rounded up to its nearest number.
21.3 DISQUALIFICATION OF PRESIDENT
MANAGING COMMITTEE
/
MEMBERS
OF
THE
(a)
If the Member of which he is representing ceased or disqualified as a
Member in accordance with Article 10.
(b)
If an Authorized Representative is disqualified in accordance with
Article 8.3.
An Authorized Representative of the Member is prohibited from being
a director by reason of any order made under the Ordinance.
An Authorized Representative of the Member is directly or indirectly
interested in the contract of the Association and fails to declare the
(c)
(d)
37
AoA IDAHK – V9.1
nature and extent of his interest in manner required by section 536 of
the Ordinance.
22.
EQUALITY OF VOTES
In the case of equality of votes recorded for the election of Members of Managing
Committee, lots will be drawn only between the Members having equal votes and the
election be declared in favour of the Member whose name is drawn in the lots.
23.
VACANCY IN THE COMMITTEE
Where any casual vacancy arises in the Managing Committee due to disqualification
of Members of Managing Committee in accordance with Article 21.3 or due to
resignation from office of the Members of Managing Committee or due to the
dissolution of a Member of Managing Committee. The vacany will be filled up in
following manner:
(a) Vacany in the office of President:
(b)
(i)
The Vice President shall be appointed as the President.
(ii)
Vice President shall be appointed from the remaining Members of
Managing Committee after following an election criterion to be
determined amongst the Members of Managing Committee.
(iii)
A new Member of Manaaging Committee shall be elected in the
manner as given in Article 23(b).
Vacancy in the office of Member of Managing Committee
(i)
Managing Committee shall announce the vacancy and the reason of
such vacant position to all the Founder/ Life/ Voting members.
(ii)
Managing Committee shall invite the names of Authorised
Representative of Founder/ Life/ Voting Members to be elected to fill
up the vacancy.
(iii)
After obtaining the names, the Managing Committee will list the names
of Authorised Representatives to be the nominated candidates.
(iv)
All the eligibility criterion under Article 21.2 will be applicable to a
new Member of Managing Committee.
The Managing Committee will announce the final list of nominations
to Members by way of a notice on the notice board at the Registered
Office and on the official website of the Association.
(v)
38
AoA IDAHK – V9.1
24.
(vi)
Managing Committee shall fix a date of its meeting for the election of
the Members of Managing Committee.
(vii)
On the date of meeting of Managing Committee, voting will take place
by existing Members of Managing Committee.
(viii)
Managing Committee will announce the result of new Member of
Managing Committee for the position which had become vacant by
way of a notice on the notice board at the Registered Office of the
Association and on the website of the Association.
(d)
The new Member of Managing Committee who has filled the vacancy as
above shall hold the office in the Managing Committee till the time the
original Member of Managing Committee would have held the office in the
Managing Committee.
(e)
Where 50% or more of the Members of the Managing Committee resign on the
same day, then fresh election of all the 21 Members of Managing Committee
will be held in accordance with the procedure stated in Article 20.
RETIREMENT OF THE PRESIDENT / MEMBERS OF MANAGING
COMMITTEE
All the elected President or Members of Managing Committee shall retire after every
two years, but shall continue in office till their successors are elected and take office.
25.
PRESIDENT AND OFFICE BEARERS
(a)
Managing Committee shall appoint from amongst Members of Managing
Committee for each term a Vice President, one honorary secretary and one
honorary treasurer. Any casual vacancy during the year in the office of the
President or Vice president or honorary secretaries or honorary treasurer
created by resignation or dissolution of Members or otherwise shall be filled
up from time to time in accordance with Article 23.
(b)
The President or the Vice President can get from Managing Committee leave
of absence from the work of their offices for period not exceeding three
months at a time in one calendar year whether the leave is to be enjoyed in or
outside Hong Kong. During such absence of the President, the Vice President
shall act as the President. During such absence of the Vice President, the
Managing Committee shall appoint the acting Vice President from amongst the
Members of Managing Committee who shall act as such Vice President.
However, during the absence of both the President and Vice President, the
Managing Committee shall appoint from amongst the Members of Managing
39
AoA IDAHK – V9.1
Committee, an acting President and acting Vice President, who shall act as
such President and Vice President.
(c)
26.
If within one week from the end of three months aforesaid, the President
and/or the Vice-President does/do not resume his office, then the office of
President and /or the Vice-President shall be deemed vacant. When both the
President and the Vice-President are vacant, the Managing Committee shall
appoint from amongst the Members of Managing Committee, an acting
President and acting Vice President until the appointment of new President in
accordance with Article 23(a).
HONORARY SECRETARIES/ HONORARY TREASURERS.
The Managing Committee shall have the power to allocate the works to the honorary
secretaries and honorary treasurers as may deem proper and prescribe their duties and
function from time to time.
27.
PROCEEDINGS OF THE MANAGING COMMITTEE
27.1
27.2
FREQUENCY OF MANAGING COMMITTEE MEETING
(a)
The Managing Committee may meet together for the despatch of
business, adjourn and otherwise regulate their meetings, as they think
fit.
(b)
There shall not be less than eight meetings of Managing Committee in
a calendar year.
(c)
There shall not be a gap of more than 60 days between consecutive
meetings of Managing Committee.
NOTICE OF THE MANAGING COMMITTEE MEETING
(a)
A notice of not less than 7 days shall be served on each Members of
Managing Committee.
(b)
Notice shall be endorsed by two Members of Managing Committee in
addition to the Member of Managing Committee proposing the
meeting.
(c)
A notice by way of communication to the Members of Managing
Committee on their official email address of the Association shall be
deemed to be sufficiently given and it will be assumed that the notice
has been served on each of the Members of the Managing Committee.
40
AoA IDAHK – V9.1
(d)
27.3
27.4
In Emergency Situation, a notice can be called up by giving a shorter
notice of 3 days.
AGENDA OF THE MANAGING COMMITTEE MEETING
(a)
Notice shall contain a clear agenda of the Managing Committee
meeting.
(b)
Agenda of the meeting can be modified, changed or corrected till 2
days (48 hours) prior to the scheduled date of the Managing Committee
meeting.
(c)
Agenda of the meeting shall be finalized forty eight (48) hours prior to
scheduled meeting.
(d)
In case of meeting by short notice in Article 27.2(d), agenda shall be
finalized 24 hours prior to scheduled meeting.
QUORUM OF THE MANAGING COMMITTEE MEETING
(a)
Quorum of the meeting of the Managing Committee will 60% of the
full strength of the Members of Managing Committee.
(b)
It is clarified that for the purpose of counting of 60% number of
members, it will be always be rounded up.
(c)
If quorum is not present at the specified date and time, then the
meeting will adjourn. It will be treated that no meeting was held on that
specified date.
27.5
Issues arising at any Managing Committee meetings shall be decided by a
majority of votes.
27.6
CHAIRMAN OF THE MANAGING COMMITTEE MEETING
(a)
The Managing Committee meeting shall always be presided by the
President.
(b)
In absence of the President, it will be presided by the Vice President. In
absence of the Vice President, the Members of the Managing
Committee shall appoint a person to be a chairman of that Managing
Committee meeting.
(c)
Managing Committee meeting shall proceed strictly as per the
mandates of the President or chairman of the Managing Committee
meeting.
41
AoA IDAHK – V9.1
In case of an equality of votes, the President or chairman of the
Managing Committee Meeting shall have a second or casting vote.
(e)
Members of the Managing Committee have undisputed commitment to
follow the instruction of the President or chairman of the Managing
Committee meeting in the proceeding of meetings.
27.7
An Member of Managing Committee may, and the President on the requisition
of a Member of Managing Committee shall at any time summon a meeting of
the Managing Committee.
27.8
ATTENDANCE OF THE MEMBERS OF MANAGING COMMITTEE
27.9
28.
(d)
(a)
Any Member of Managing Committee, coming in the committee
meeting after 15 minutes of the start of the Managing Committee
meeting will be counted as absent for the purpose of qualification and
eligibility as given in Article 21.
(b)
Such late coming Member of Managing Committee may remain
present in the committee meeting, wherein he has right to vote.
OTHERS
(a)
The Managing Committee shall, from time to time frame its own rules
for the purpose of regulating its proceedings which may be amended or
alerted or revised as it may deemed expedient from time to time.
(b)
Each Member of Managing Committee is required to attend at least
60% of the meeting of the Managing Committee during a calendar
year. Attendance report of each Member of Managing Committee shall
be released every calendar year. In absence of minimum attendance in
the meeting of Managing Committee of the first year, that particular
Member of Managing Committee shall become disqualified from the
post of Member of Managing Committee effecting from the first day of
next calendar year. The vancancy of his office of Member of Managing
Committee shall be filled up in accordance with Article 23.
STANDING COMMITTEES
(a)
The Managing Committee may appoint Standing Committees from amongst its
Members of Managing Committee and entrust to Standing Committees some
42
AoA IDAHK – V9.1
specific responsibilities. There will be seven Standing Committees. Formation
of Standing Committees will be done as per the bye-laws to this effect made
by the Managing Committee.
29.
(b)
Each Standing Committee shall have a fixed of three members. Subject to any
restriction put and guidelines or suggestion given by the Managing Committee,
the decision of the Standing Committees shall have the same effect as if taken
by the Managing Committee. The Managing Committee shall have the powers
to periodically review the work of the Standing Committees and make
suggestions. The decision of the Managing Committee shall have an
overriding effect, but only prospectively, on the decisions of the Standing
Committees and the same shall be binding on all the concern parties including
the Standing Committees.
(c)
The Standing Committees shall from time to time and subject to the overall
scope, guidelines and restrictions laid down by the Managing Committee,
frame their respective rules for the purpose of regulating their respective
proceedings which may be amended or altered or revised or as they may
deemed expedient from time to time.
(d)
A formal minutes of the meetings of the Standing Committees shall be put
before the next meeting of Managing Committee for its noting.
ADVISORY COMMITTEE(S) AND SUB-COMMITTEE(S)
The Managing Committee may, at its sole discretion, from time to time appoint an
Advisory-Committee(s) or Sub-Committee(s) to consider and report upon such subject
matters falling within the respective committee’s scope as it may deem expedient
other than the matters with regard to which the Managing Committee shall have
appointed Standing Committee or Committees. The Managing Committee shall have
the power to invite persons at the meeting of the Advisory Committee or SubCommittee other than the Members of Managing Committee and Members of the
Association, to consult them and take their advice in such matters as may be deemed
necessary. These Sub-Committee(s) or Advisory Committee(s) will get automatically
dissolved, when Managing Committee is dissolved.
30.
POWER TO FRAME RULES AND REGULATIONS
(a)
The Managing Committee shall have the power to frame from time to time
such rules and regulations as it thinks necessary in respect of all the employees
of the Association or for the purpose of managing the affairs of the
Association and to alter or amend the same from time to time.
43
AoA IDAHK – V9.1
(b)
31.
Without prejudice to the generality of the powers conferred as Article 30(a),
Managing Committee shall also prescribe rules and regulations and amend
them in matters relating to governance and observance of discipline by the
Members, employees, licensees, Visitors etc., and to include more particularly
the provision of smoking, bringing, selling, serving, and consuming alcoholic
drinks, drugs and non-vegetarian foods etc. in the common areas such as
Trading Hall, areas of common utility in the premises of the Association.
NON REMUNERATION PAYABLE TO MEMBERS OR AUTHORISED
REPRESENTATIVES
No remuneration or other benefit in money or moneys worth shall be given by the
Association to any of its Members or Authorised Representatives except payment of
out of pocket expenses, reasonable and proper interest on money lent or reasonable
and proper rent of premises let to the Association. No Members or Authorised
Representatives shall be appointed to any office under the Association which is
remunerated by salary, fees, or in any other manner.
32.
33.
NO DIVIDEND PAYABLE TO MEMBERS
(a)
Income of the Association whensoever derived shall be applied solely for the
promotion of its objects as set forth in the Article.
(b)
No portion of the income shall be paid or transferred to directly or indirectly
by way of dividend, bonus or otherwise by way of profit to persons who at any
time or, have been Members of the Association or to any one or more of them
or to any persons claiming through anyone or more of them.
ACCOUNTS OF THE COMPANY
(a)
The Managing Committee shall cause to be kept proper book of account as
prescribed under the Ordinance and cause separate bank account. All receipt
and funds to be paid into such bank or banks as may be selected by it. The
books of accounts shall be regularly audited at the close of the year by a
qualified CPA or a qualified firm of CPA appointed by the Members at the
general meeting.
(b)
No Member (not being a Member of Managing Committee) shall have any
right of inspecting any account or books or documents of the Association
except as conferred by law or authorised by the Association in a general
meeting.
44
AoA IDAHK – V9.1
(c)
34.
35.
The Managing Committee will identify various cost centres from time to time
as it may deem fit. Accordingly the Association will follow these cost centres
for its book keeping/ accounting.
MINUTES BOOK
(a)
The Managing Committee shall cause to be kept regular books (in form as
permissible by law) in which the minutes of its proceeding shall be regularly
recorded. These minutes shall not be opened for inspection by Members of the
Association. The Managing Committee shall also cause to be kept separate
books in which the minutes of the general meetings shall be regularly
recorded. Such minutes shall be opened for inspection during the usual
business hours by any Members on his giving at least 24 hours notice to the
Secretary and such Members shall be furnished such extract therefrom as he
may request in writing on payment of the reasonable charges therefor as may
be prescribed by the Managing Committee.
(b)
Similarly the Sub-Committees and the Standing Committees shall keep or
cause to be kept the minutes (in form as permissible by law) of their
proceedings. A copy of such minutes shall be submitted to the Managing
Committees for its noting as soon as the minutes are approved and signed.
These minutes shall not be opened for inspection by the Members of the
Association.
POWER TO INCUR EXPENDITURE
(a)
Subject to the provisions of these articles, the Managing Committee may incur
such expenditure on any matters as it may think fit and write off any sums and
may delegate to President or Vice President such financial powers in respect of
matters as it may consider expedient.
(b)
The Managing Committee may delegate any and all of its powers as
mentioned in Article to any Sub-Committees or any Standing Committees,
subject to such guidelines, terms and conditions as the Managing Committee
may deem fit.
(c)
Fund of the Association is only to be used to meet the objects of the
Association.
(d)
For making any donation or charity, a purpose driven fund will be created.
Entire amount of the purpose driven funds will be used towards such donation
or charity as the case may be.
(e)
For incurring expenses relating to Diwali celebration and/ or organising cricket
tournament and/ or any such other activity as Managing Committee may deem
45
AoA IDAHK – V9.1
fit, a specific purpose driven funding will be created for such expenses. Any
remaining funds will be kept with the Association and will be used
subsequently for similar purpose.
(f)
36.
Association will keep its account on cost centre basis, in order to identify the
specific purpose funding, their expenses, report and controlling of funding and
expenses thereon should be cost centre based.
INDEMNITY
The Managing Committee, their office bearers and their members shall be
indemnified in respect of all acts done by them for the Association in good faith and
no office bearer or Member of the Managing Committee shall be liable for any act
done by another office bearer or Member of the Managing Committee.
37.
SEAL OF THE COMPANY
The Managing Committee shall provide a Seal and also arrange for its safe custody.
The Seal shall not be affixed to any instrument except under the authority of the
Managing Committee and in the presence of two Members of the Managing
Committee or of such other two persons as they may be appointed for the purpose,
and those two Members or other two persons as aforesaid, shall sign every instrument
to which the Seal is so affixed in their presence.
38.
DISPUTE RESOLUTION
(a)
All bargains, dealings, transactions or contracts made between Member and
the Association or between Members and non-members, in the course of trade
including those made at the Trading Halls can be resolved by dispute
resolution as contained in these articles.
(b)
All claims, complaints, differences and disputes arising between Members and
non-members arising out of, or in relation to, any bargains, dealings,
transactions, or contracts which are made or which are deemed to be made
subject to these articles or with reference to anything incidental thereto or
anything to be done in pursuance thereof and any question of dispute whether
such bargains, dealings, transactions, or contracts have been entered into or
not, can be resolved by way of dispute resolution.
(d)
All such dispute resolution shall be regulated as per the bye-laws and
regulations from time to time framed by the Managing Committee.
46
AoA IDAHK – V9.1
(e)
39.
The Association shall not be liable for any results or acts of parties or loss of
parties in regard to Members’ or non-members’ decision of proceeding to
dispute resolution provided by the Association. No Member shall institute
proceeding against the Association for any results or acts of parties or loss of
parties in regard to Members’ decision of proceeding to dispute resolution
provided by the Association.
WINDING UP
If upon winding up or dissolution of the Association, their remains, after the
satisfaction of all its debts and liabilities and subject to the rights of occupancy over
stipulated premises as provided herein, any property whatsoever, the same shall not be
paid to or distributed amongst the Members but shall be given or transferred to some
other association or associations or company or companies having objects similar to
the objects of this Association to be determined by the Members at or before the time
of dissolution or in default thereof, by the High Court of Hong Kong.
40.
SECRECY CLAUSE
No Member shall be entitled to visit or inspect any office of the Association without
the permission of the Managing Committee or to require discovery of or any
information in respect of any detail of the Association’s business, or any matter which
is or may be in the nature of trade secret, mystery of trade, secret process or any other
matter which may relate to the conduct of the business of the Association and which
in the opinion of the Managing Committee would be inexpedient in the interest of the
Association to disclose. In this connection, the decision of the Managing Committee
would be final and binding and would not be called into question.
47
AoA IDAHK – V9.1
SCHEDULE
Proxy Letter
To :____________________________
I hereby appoint and empower ___________________________________________
as proxy fully authorized to represent us to cast votes, make proposals and sign all the
necessary documents in our name * in accordance with my written hereinbelow (if
any) / on matters he/she deems appropriate at *annual general meeting / extraordinary
general meeting / managing committee meeting of IDAHK Limited that will be held
at the address of ______________________________________________________
on ____________,201_ at ____________.
A)
Instructions:
B)
Instructions:
_____________________________
Board of Director / Partner of _________________
Date: ________________
48

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