Memorandum of Association

Last Updated: Wednesday, 27 May 2015

MEMORANDUM OF ASSOCIATION

of

HONG KONG STATISTICAL SOCIETY LIMITED

香 港 統 計 學 會

Memorandum of Association

  1. The name of the Company ("Society") is "Hong Kong Statistical Society 香 港 統 計 學 會".
  2. The registered office of the Society will be situated in Hong Kong.
  3. The objects for which the Society is established are :-
    1. to promote the development of statistics and to provide a medium for advancing knowledge and enhancing appreciation of the theory and application of statistics;
    2. to establish and maintain an examination and accreditation system which provides professional standards and qualifications for the statistics practitioners;
    3. to provide a forum for the exchange of statistical knowledge;
    4. to sponsor lectures, discussions, seminars and open forums on subjects related to statistics;
    5. to provide statistical consultancy services;
    6. to foster an informed public opinion and present, when appropriate, the views of Members of the Society regarding the collection, use and interpretation of statistics and the social implications of such actions;
    7. to provide library or other facilities for Members of the Society in furtherance of their statistical knowledge;
    8. to engage in any activities in conjunction with other bodies or associations, within the limits of the Society's objects and to arrange reciprocal concessions and co-operation with other such bodies or associations;
    9. to encourage the study of statistics and to arrange for dissemination of information of assistance to the profession by all manner of means and generally to promote knowledge of statistics subjects by lectures, discussions, books, correspondence, pamphlets or otherwise;
    10. to offer prizes or other rewards or distinctions to statisticians and students and to accept donations or legacies for such or similar purposes or for other purposes of benefit to the advancement of statistical knowledge;
    11. to take over the assets and liabilities of the unincorporated society known as "Hong Kong Statistical Society (香 港 統 計 學 會)";
    12. to acquire by purchase, lease or otherwise any land, buildings or other premises for the use or benefit, either directly or indirectly, of the Society and to manage, maintain, develop or improve the same;
    13. to borrow or raise or give security for any moneys required for the purposes of the Society upon such securities as may be determined and in such manner as the Society shall think fit and in particular by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Society or by mortgage or charge upon all or any part of the property of the Society both present and future;
    14. to invest and deal with the moneys of the Society not immediately required upon such securities and in such manner as may from time to time be determined;
    15. to apply for and obtain any local ordinance enactment or regulation or amendment of any existing ordinance enactment or regulation for the furtherance of any of the objects of the Society or for the purpose of ratifying or regularizing any act or acts done or not done by or on behalf of the Society;
    16. to promote any wholly owned subsidiary company for the carrying on any of the businesses which the Society is authorized to carry on and to subscribe for, acquire and hold shares in any such subsidiary company;
    17. to guarantee or otherwise support or secure whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present and future) of the Society or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any wholly owned subsidiary company of the Society;
    18. to make charitable donations; and
    19. generally to do all such other lawful things as are incidental or conducive to the attainment of the above objects.
    4. Provided that :-
    1. In case the Society shall take or hold any property which may be subject to any trusts, the Society will only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
    2. The objects of the Society shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
    3. The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded.
  4. (1) The income and property of the Society, however derived, shall be applied solely towards the promotion of the objects of the Society as set out in this Memorandum of Association.
    (2) Subject to clauses (4) and (5) below, no portion of the income and property of the Society shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the Members of the Society.
    (3) No member of the Council of Management or Governing Body of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid by fees and no remuneration or other benefit in money or money's worth (except as provided in clause (5) below) shall be given by the Society to any member of the Council of Management or Governing Body.
    (4) Nothing herein shall prevent the payment, in good faith, by the Society of reasonable and proper remuneration to any officer or servant of the Society, or to any Member of the Society not being a member of the Council of Management or Governing Body of the Society in return for any services actually rendered to the Society.
    (5) Nothing herein shall prevent the payment, in good faith, by the Society :-
    1. to any member of its Council of Management or Governing Body of out-of-pocket expenses;
    2. of interest on money lent by any Member of the Society or its Council of Management or Governing Body at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong And Shanghai Banking Corporation Limited for Hong Kong dollar loans;
    3. of reasonable and proper rent for premises demised or let by any Member of the Society or of its Council of Management or Governing Body;
    4. of remuneration or other benefit in money or money's worth to a body corporate in which a Member of the Society or of its Council of Management or Governing Body is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes.
    (6) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with clauses (4) and (5) above.
  5. The liability of the Members of the Society is limited.
  6. Every Member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up during the time that he is a Member, or within one year thereafter, for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a Member and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding HK$50.00.
  7. If upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debt and liabilities, any property whatsoever, the same shall not be paid to nor distributed among the Members of the Society, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Society at or before the time of dissolution and in default thereof by a Judge of the High Court of Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
  8. True accounts shall be kept of the sums of money received and expended by the Society, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Society; and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being in force, shall be open to the inspection of the Members of the Society. Once at least in every year the accounts of the Society shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified Auditor and Auditors.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this Memorandum of Association.

  1. HO Wing-huen (何永煊) of 21/Fl., Wanchai Tower, 12 Harbour Road, Wan Chai, Hong Kong, Commissioner for Census and Statistics of the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region.
  2. Howell TONG (湯家豪) of Flat 7B, BlockAB, Rodrigues Court, 350 Victoria Road, Pokfulam, Hong Kong, Chair Professor of The University of Hong Kong.
  3. SHEN Shir-ming (沈雪明) of the School of Professional and Continuing Education, The University of Hong Kong, Pokfulam Road, Hong Kong, Deputy Director of the School of Professional and Continuing Education.
  4. FUNG Hing-wang (馮興宏) of 21/Fl., Wanchai Tower, 12 Harbour Road, Wan Chai, Hong Kong, Deputy Commissioner for Census and Statistics of the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region.
  5. LI Wing-kong (李榮光) of 21/Fl., Wanchai Tower, 12 Harbour Road, Wan Chai, Hong Kong, Assistant Commissioner for Census and Statistics of the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region.
  6. CHAN Ping-shing Ben (陳炳城) of the Department of Statistics, The Chinese University of Hong Kong, Shatin, N.T., Hong Kong, Associate Professor of The Chinese University of Hong Kong.
  7. LEUNG Kwan-chi (梁坤志) of Flat B, 6/Fl., Tower 1, Parc Royale, Tai Wai, Shatin, N.T., Hong Kong, Senior Statistician of the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region.
  8. YEUNG Mang-kwong (楊孟光) of Flat 15E, Princess Terrace, 23 Man Fuk Road, Ho Man Tin, Kowloon, Senior Statistician of the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region.
  9. LO Chi-ning (盧稚寧) of the Division of Commerce, City University of Hong Kong, 83 Tat Chee Avenue, Kowloon, Hong Kong, Senior Lecturer of City University of Hong Kong.
  10. KWAN Ying-kit (關英傑) of the Department of Applied Mathematics, Hong Kong Polytechnic University, Hung Hom, Kowloon, Hong Kong, Associate Professor of the Hong Kong Polytechnic University.

Dated the 26th day of May, 1999 .
Witness to the above signatures,

TSOI KUM LAM
Room 805 Hang Seng Building
77, Des Voeux Road
Central, Hong Kong
Solicitor.

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