AUSTRALIAN DOCTORS AND DENTISTS ASSOCIATION  OF HONG KONG

CONSTITUTION

1.      The name of the Association is “Australian Doctors and Dentists Association of  Hong Kong   ­» ´ä ¿D ¬w ¦è Âå ¤Î ¤ú Âå ¨ó ·| ”.

2.      The registered office of the Association will be in Hong Kong.

3.      In this Constitution, unless otherwise requires:

·         “The Association” means the above named.

·         “Member” means a member of the Association for the time being.

·         “General Meeting” means a General Meeting of the members of the Association.

·         “In writing” and “notice” include cable, telex, facsimile or email transmission message and any mode of reproducing words in a legible and non-transitory form.

·         Words importing the singular number shall include the plural and vice versa.

OBJECTS

4.      The objects of the Association are:

·         To promote fellowship among Australia-trained doctors and dentists in Hong Kong

·         To uphold and improve the professional standing of members for the benefit of the community

·         To foster networking and collaborative relationships with local, national, Australian and international organisations.

MEMBERSHIP

5.      Members of the Association shall consist of Full Members and Associate Members

·         Full Members:

Shall be medical or dental practitioners graduated from an Australian university  and are registered in Hong Kong for the time being, having paid the annual subsciption fee to the Association.

·         Associate Members:

Shall be medical or dental graduates who subscribe to the objects of the Association.

6.      All members shall have the right to participate in any activity organised by the Association. Only Full Members shall have voting rights at General Meetings and may be elected to the Council.

7.      All members shall pay the membership fee, the amount of which shall be determined by the Annual General Meeting.

8.      Every application for membership shall be made in the prescribed form and submitted to the Council, which has the absolute power to decide whether or not to accept the application without having to give any explanation for its decision.

9.      Members who commit one of the following breaches, may be warned or expelled from the Association by the Council:

·         Infringement of the Constitution and resolutions passed by the General Meeting.

·         Criminal conviction by the Laws of the Hong Kong.

·         False presentation of the Association, particularly in unlawful acts, thereby impairing its reputation.

·         Arrears of  payment of the membership fees and/or moneys payable to the Association for two years.

The decision of expulsion of a member shall be subject to appeal to the Association at General Meeting.

10.  Fellows and Patron:

The Council may invite such persons as it thinks proper to become fellows and patrons. Such persons shall for the term of appointment enjoy the rights of the full membership except that they have no voting rights and no executive powers or functions.

ORGANISATION, FUNCTIONS AND POWERS

11.  The supreme authority of the Association shall be vested in the General Meeting, during the recess of which the Council shall be the executive organ.

12.  The Council shall shall comprise the following officers:

·         President (and in his/her absence the Vice-President): shall normally preside at all business meetings of the Association and coordinate its functions.

·         Vice-President: shall assist the President in matters of the Association.

·         Honorary Secretary: shall be responsible for correspondences and circulation to members. He/She shall keep a register of all members and take the minutes at business meetings.

·         Honorary Treasurer: shall be responsible for the funds and accounts of the Association.

·         Council Members: shall be not less than eight in number.

13.  The Council may, as it thinks fit, appoint additional Council Members to the Council.

14.  All members of the Council shall retire at the next Annual General Meeting and may stand for re-election.

15.  A member of the Council shall vacate office if he/she ceases to be a member of the Association for any reason or if he/she resigns in writing to the Council.

16.  Functions and powers of the Council:

·         To implement the resolutions passed by General Meetings.

·         To attend to the daily affairs of the Association.

·         To hold not less than three Council meetings each year. A quorum of the Council meeting shall be at least four. In the absence of both the President and Vice-President, a person elected by the meeting shall preside. The Chairman of a Council meeting shall have one casting vote when a majority cannot be reached for a voting session.

·         To make recommendations to General Meetings.

·         To recommend to the Annual General Meeting the appointment of the Honorary Legal Advisor and Honorary Auditor.

·         To fill casual vacancies occurring among members of the Council until the next Annual General Meeting.

·         To delegate specific powers to subcommittees of the Council. All subcommittees shall be chaired by a member of the Council.

·         To manage and control all money of the Association. All cheques shall be signed by the Honorary Treasurer, and either the President or the Honorary Secretary.

GENERAL MEETINGS

16.  The Association shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between consecutive Annual General Meetings, at which the business shall include consideration of the audited accounts and balance sheets, the report of the Council, the election of Members of the Council, and the appointment of the Honorary Legal Advisor and the Honorary Auditor.

17.  All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. All business shall be deemed special that is transacted at an Extraordinary General Meeting.

18.  The Council may, whenever it  thinks fit, convene an Extraordinary General Meeting and the Council shall send a notice to members at least 14 days before the meeting. Extraordinary General Meetings shall also be convened on the written requisition of not less than one tenth of registered members and the Council shall be required to organise such a general meeting within 28 days of receiving the requisition.

19.  An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least 21 days’ written notice, which shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given to members.

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

21.  No business shall be transacted at any General Meeting unless a quorum of voting members is present throughout and such quorum shall consist of not less than 10 voting members.

22.  If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of voting members, shall be dissolved; in any other case it shall stand adjourned to the same day in  the next week at the same time and place, or to such other day and at such other time and place as the Council may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

23.  If the President is not present within fifteen minutes after the time appointed for the meeting, Council Members present shall elect a voting member to be the Chairman of the meeting.

24.  A resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the Chairman. In case of a poll being demanded it shall be taken in such manner as the Chairman may direct.

VOTES AND ELECTION

25.  Every Full Member shall have one vote if he/she has paid all moneys payable by him/her to the Association in the capacity as members.

26.  A majority of those members present at the meeting shall be sufficient for the passing of any resolution submitted to a General Meeting; save that in the case of a resolution seeking to amend the Constitution or dissolve the Association, a three-fourth majority shall be required.

27.  On a poll votes shall be given personally.

28.  At least one month before the Annual General Meeting of every term, the Council shall invite nominations for the posts of the Council. All consented nominations, duly proposed and seconded by voting members, shall reach the Honorary Secretary not less than seven days before the Annual General Meeting.

29.  In the event of a tie in votes for certain post, a second election will be conducted immediately for the candidates receiving the highest number of votes. If there is a tie in votes again, the decision shall be made by drawing lots.

WINDING UP

30.  If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any properties whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution having objects similar to the objects of the Association and which shall prohibit the distribution of its income and property among its members, such institution to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision then to some charitable objects.

Every member undertakes to contribute to the assets of the Association in the event of it being wound up while he/she is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before he/she ceases to be a member, and the cost charges and expenses of winding up and for the adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding ten Hong Kong dollars.