鐵人會會章

Hong Kong Triathlon Association Limited

香港三項鐵人總會有限公司

Articles會章

(with effective from 6.12.2008)

  • 定義及闡析
  • 會員
  • 委員會
  • 委員會會議
  • 財務
  • 告示
  • 其他

1. Definitions

In these Articles, the following definitions apply unless the context clearly indicates otherwise:

1.     "Triathlon" means any combination in a single event of two or three of the sports of swimming, bicycle riding and running.

2.     "Association" means the "Hong Kong Triathlon Association Limited".

3.     "Committee" means the Executive Committee of the Association.

4.     "Ordinance" means the Companies Ordinance (Chapter 32) of the Laws of Hong Kong and any amendment thereof in force for the time being.

5.     "Member" means any person who is registered as being a member of the Association.

6.     "Register Of Members" means the register of the Association's Members which the Association is required by the Ordinance to keep.

7.     "General Meeting" means a general meeting whether annual or extraordinary of the Members of the Association.

8.     "Seal" means the common seal of the Association.

 

2. Interpretation

1.     These Articles shall be construed with reference to the provisions of the Ordinance and terms used in these Articles shall be taken as having the same respective meanings they have when used in the Ordinance unless the context otherwise requires.

2.     Table 'C' of the Ordinance shall not apply to the Association.

3.     Words importing the masculine gender include the feminine gender unless the context clearly indicates otherwise.

4.     Words importing persons include organisations .

5.     Words importing the singular number include the plural number and vice versa unless the context clearly indicates otherwise.

3. Classes

The Association shall have the following classes of membership:

1.     Ordinary Member

2.     Honorary Member

3.     Club Member

 

4. Size

The number of Members with which the Association proposes to be registered is unlimited.

 

5. Eligibility

The following shall be eligible to be a Member:

1.     Any individual person who is interested in Triathlon, is resident in Hong Kong , is willing to bind himself to observe the Memorandum & Articles of the Association and other rules of the Association and who is not under eight years of age shall be eligible for application to the Association as an Ordinary Member.

2.     Any individual person who is interested in Triathlon, is resident in Hong Kong, is willing to observe the Memorandum & Articles of Association and other rules of the Association and has made a special contribution to the promotion of Triathlon shall be eligible for election by the Committee as an Honorary Member.

  1. Any sports club or association whose objects are primarily concerned with the pursuit of one or more of the three disciplines of Triathlon shall be eligible for election by the Committee as a Club Member.

 

6. Application

Subject to eligibility, application for each class of membership shall be made in the following ways:

1.     Ordinary Member applicants shall complete and submit the Association's Ordinary Member application form together with the requisite admission fee and subscription fee to the registered office of the Association or by such other means as the Association shall prescribe.

2.     Honorary Member applicants shall be nominated to the Committee, in writing, by at least ten Ordinary Members.

  1. Club Member applicants shall submit a letter of application to the Committee, which serves to demonstrate their eligibility and sets out their reasons for applying.

 

7. Admission

For each class of membership, an applicant shall be admitted as a Member in the following ways:

1.     An applicant for Ordinary Membership shall complete and submit the relevant application form, together with admission and subscription fees. The Committee shall consider the application as its next regular meeting, and unless it determines that there are good reasons why the applicant should not be admitted, shall accept the application.

2.     An Honorary Member shall only be admitted as such following nomination by at least four members of the Committee and the unanimous agreement of Members present and voting at a meeting of the Committee, subject always to the prior agreement of the individual to his / her nomination.

  1. An applicant to be a Club Member shall only be admitted as such by a two-thirds majority of Members present and voting at a meeting of the Committee, subject to a minimum of four voting Members.

 

8. Registration

Upon admission, the name and address of each Member shall be entered into the Register Of Members.

 

9. Conditions

  1. Every Member binds himself to observe all rules of the Association, whether contained in these Articles or made pursuant to any power granted hereby.
  2. Every Member agrees to accept responsibility for his own actions.
  3. All Ordinary Members are expected once each year to assist, if requested, in preparing for, or officiating at, one of the events organised by the Association.

 

10. Fees

All Ordinary Members and Club Members shall pay annual subscription fees in accordance with a tariff, which shall be reviewed from time to time by the Committee. In addition, Club Members shall pay an initial admission fee to be determined by the Committee. Honorary Members are not expected to pay admission or subscription fees.

 

11. Suspension & Termination - Non-payment Of Subscription

  1. Members shall receive a reminder in writing, when subscriptions are due. A Member whose subscription has not been paid within two months of its due date shall be suspended from membership automatically for so long as the subscription continues in arrears. The Member shall be notified, in writing, accordingly and advised of imminent termination of Membership.
  2. A Member whose subscription has not been paid within four months of its due date shall have his membership terminated. The former Member shall be notified accordingly in writing.
  3. The Committee shall, upon written representation to it, have the power to waive the admission fee for reinstatement of a former Member whose membership has been terminated under the provisions of this Article, provided that the subscription arrears are settled in full.

 

12. Suspension & Termination - Due Cause

  1. In addition to the provisions of Article 11 (Suspension & Termination - Non-payment Of Subscription), the Committee shall have the power on due cause being shown (of whatever nature) to suspend any Member from membership for such period as it shall think fit or to terminate his membership. The Association shall be under no obligation to refund admission or subscription fees paid by such a Member. Nevertheless, the Committee reserves the right to do so on a discretionary basis.
  2. No motion for the suspension or termination of membership shall be considered except at a meeting of the Committee. Such a motion shall not be deemed carried except by a majority of two-thirds of the Committee members present and voting.
  3. A Member shall be given at least fourteen days notice of the meeting at which suspension or termination of his membership is to be considered and of the grounds on which suspension or termination of his membership is sought and such Member shall be entitled to submit representations to the Committee in writing and at that meeting orally in person.

 

13. Suspension & Termination - Resignation

A Member wishing to resign from the Association may give notice in writing addressed to the registered office of the Association prior to the end of a subscription period, but shall not be entitled to any refund of admission or subscription fees or any part thereof.

 

14. Suspension & Termination - Consequence

  1. A suspended Member shall be prohibited from enjoying the rights and privileges of membership of the Association.
  2. Upon termination of membership the former Member's name shall be removed from the Register Of Members and the former Member shall be notified in writing of his removal.

 

15. Management

Responsibility for the management of the Association shall be vested in the Committee. Notwithstanding this responsibility, the Association's employed staff shall, on behalf of the Committee, undertake the day to day affairs of the Association. In particular, the Committee shall be responsible for making policy and determining strategy, whereas the staff of the Association shall implement said policy and strategy.

 

16. Structure

  1. The Committee shall consist of a President, Secretary, Treasurer, Vice –President, and up to five other Ordinary Members. Additional Ordinary Members may also be co-opted to the Committee from time to time. All Members of the Committee shall serve gratis. Although elected without portfolio, each regular Committee member may be assigned specific responsibilities from time to time by the Committee.
  2. Any one HKTriA Affiliated Club can only have a maximum of two (2) members on the Committee at any one time and if a third Committee Member wants to be on the General Committee then they should have ceased to be a member of any club a minimum of 12 months before election to the committee.

 

17. President

The President shall take overall charge of the Association, preside over Committee meetings and General Meetings and shall represent the Association at official functions. Other specific responsibilities may be assigned from time to time by the Committee.

 

18. Secretary

The Secretary shall be responsible for ensuring that the Association functions in accordance with the provisions of the Ordinance. In particular, he shall ensure that:

  1. The Register Of Members is kept up to date.
  2. All notices and documents required by the Companies Registry are lodged as required.
  3. Minutes of all Committee meetings and General Meetings are properly kept, including records of all elections to the Committee and appointments made by the Committee.

Other responsibilities may also be assigned from time to time by the Committee.

 

19. Treasurer

The Treasurer shall be responsible for all financial matters affecting the Association, including the presentation of financial reports at the Annual General Meeting. Other responsibilities may also be assigned from time to time by the Committee.

 

20. Vice-President

The Vice-President shall deputise for the President, Treasurer or Secretary, as required, on a strictly temporary basis. Other specific responsibilities may also be assigned from time to time by the Committee.

 

21. Eligibility

Only Ordinary Members aged 18 years or above on election day shall be eligible for election to the Committee. A Member who has family members already either continuing to serve, or currently standing for election, in three of the posts of President, Secretary, Treasurer or Vice-President shall not be eligible to stand for election to the remaining one of these posts, but shall be eligible to stand for election as a regular Committee member. An employee of the Association shall not be eligible for election to the Committee. An Ordinary Member shall only be eligible to stand for election to the post of President if such Ordinary Member has completed at least one (1) full year as a member of the Committee. The term of President shall be two (2) years with a maximum of two (2) consecutive terms. After the completion of two (2) consecutive terms, such ex-President shall be eligible to be co-opted to the Committee or be re-elected to another post in the Committee. Such ex-President shall be eligible for re-election to the post of President after two (2) years from his last presidency.

 

22. Election

Members shall be elected to vacant posts on the Committee at the Annual General Meeting of the Association in the following manner:

  1. Any two Members may nominate an eligible Ordinary Member to serve as a member of the Committee, having previously received his assent. Nominee may stand for one or more of the posts of President, Secretary, Treasurer, Vice-President or regular Committee member, and competition for these posts shall be resolved in this order.
  2. Nominations for the election of Committee members shall be submitted in writing to the Secretary by the Proposer at least 7 clear days prior to the holding of the Annual General Meeting. Each nomination shall be signed by the proposer , seconder and nominee.
  3. If no nominations are received or if the nominations received within the time prescribed are insufficient to fill the vacancies, the chairman of the Annual General Meeting shall call for nominations for such vacancy or vacancies from the Ordinary Members present at such meeting.
  4. Each Ordinary Member present and entitled to vote at the Annual General Meeting may vote for any number of the candidates for each vacant position, not exceeding the number of vacancies. A candidate with the most number of votes shall be elected except that for the post of President where there are three or more candidates, the winning candidate must have received at least the majority of votes. If no candidate for President receives the majority of votes in the first round of voting, the candidate(s) with the least number of votes shall be eliminated for the next round and successive rounds of voting progressively eliminating candidate(s) with the least number of votes shall be conducted until a candidate for President has received the majority of votes. If there is only one candidate for a post in the Committee, that candidate shall be automatically elected.
  5. If any nominee after being elected declines to serve, the nominee who has the next largest number of votes shall be elected.
  6. If two or more nominees obtain an equal number of votes, the chairman of the meeting shall have a second or casting vote.
  7. In case there shall not be a sufficient number of nominees the Committee members, such as they are, shall have the power to fill up the remaining vacancy or vacancies as they think fit.

 

23. Retirement

Each Committee Member who is elected at an Annual General Meeting of the Association shall retire at the second Annual General Meeting following his election provided that at least one third of the Committee shall retire at each Annual General Meeting. When sufficient Committee members to fulfil the foregoing provision would not normally retire, lots shall be drawn, by the regular Committee members to determine the Committee members who shall retire. A retiring Committee member shall be eligible for re-election.

 

24. Replacement

If the President shall die, resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his period of office, he shall be replaced by the Vice-President for the remainder of the President's term of office. If the Vice-President shall die, resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his term of office, or shall be appointed to replace the President, or if any other Committee member shall die or resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his period of office, or if any other vacancy in the Committee shall arise for any reason, the vacancy shall be filled by appointment by the Committee and the new Committee Member shall subject to Article 25 (Vacation Of office) retire at the Annual General Meeting when the Committee Member whom he replaces would have retired.

 

25. Vacation Of Office

The office of a Committee member or sub-committee member shall be vacated automatically if:

  1. A receiving order is made against him or he makes any arrangement of composition with his creditors.
  2. In the opinion of the Committee, his actions, omissions and / or statements are at variance with the best interests of the Association and / or demonstrate that he is not cooperating with the Committee to the material detriment of the Association and a resolution to remove such Committee member or sub-committee member is passed by at least two thirds of the other Committee members. The resolution to remove such Committee member or sub-committee member must be proposed and seconded by at least one third of the other Committee members. The subject Committee member or sub-committee member shall be given at least seven (7) days' prior written notice of the proposed resolution to remove him together with a general explanation of the reasons and the opportunity to respond to the Committee prior to the relevant resolution is being voted. The subject Committee member or sub-committee member may attend the relevant Committee meeting but shall not be entitled to vote on the relevant resolution. Only members of the Committee may attend the relevant Committee meeting.
  3. He becomes of unsound mind.
  4. His membership is suspended or terminated.
  5. By notice in writing to the Association he resigns his office.
  6. He ceases to hold office by reason of any order made under Sections 157E or 157F of the Ordinance.
  7. He is removed from office by a resolution duly passed at a General Meeting of the Association.
  8. He is absent from three consecutive meetings of the Committee or any sub-committee of which he is a member without reasonable cause, as determined by the Committee.

 

26. Powers & Duties

The Committee shall be responsible for managing the affairs of the Association and shall have the following powers and duties in addition to any powers and duties conferred elsewhere in these Articles:

  1. To pay all reasonable expenses relating to the formation and registration of the Association.
  2. To exercise all such powers of the Association and do on behalf of the Association all such lawful acts as the Committee considers necessary or expedient for carrying into effect the objects of the Association as may be exercised and done by the Association and as are not required by statute or by these Articles to be exercised by the Association in General Meeting, subject nevertheless to any regulations of these Articles and to the provisions of the statutes for the time being in force and affecting the Association and to such regulations (being not inconsistent with the aforesaid regulations or provisions) as maybe prescribed by the Association in General Meeting. Provided however that no such decisions made by the Association in General Meeting shall invalidate any prior acts of the Committee, that would have been valid, if such regulation had not been made.
  3. To appoint and dismiss such sub-committees, consisting of Members of the Association and chairmen of sub-committees and employees of the Association, as it shall think fit.
  4. To appoint any person as a Patron or Vice-Patron of the Association, on such terms and conditions as it shall think fit.
  5. To appoint and dismiss advisers or such other persons, honorary or otherwise, who may be invited to attend the meetings of the Committee or sub-committees but who shall not be entitled to vote at such meetings.
  6. To determine and settle all questions and disputes relating to the sport of triathlon in Hong Kong which may be referred to it for decision.
  7. To delegate to sub-committees such of the powers and duties of the Committee, as it shall think fit, provided that the powers so delegated are specified in each case.
  8. To decide on all matters of an international nature affecting or concerning the Association or any of its Members.
  9. To make and enforce rules for the administration and control of the Association and the sport of triathlon in Hong Kong, including the organisation, promotion, management, control, conduct and sponsorship of triathlon events, and have the power to vary, amend, replace and repeal any such rules. All such rules shall be binding on all Members of the Association.
  10. To co-opt not more than three further Members of the Association to join the Committee and hold office until the next Annual General Meeting.
  11. To provide for the safe custody of the Seal.

 

27. Sub-committees

  1. The President shall be an ex-officio member of all sub-committees but shall not be entitled to vote at meetings of such sub-committees unless specifically appointed thereto.
  2. All sub-committees appointed by the Committee shall cause minutes to be made of all proceedings and resolutions at their meetings and shall furnish copies of all such minutes to the Secretary.
  3. No person shall be appointed to a sub-committee of the Association who is not an Ordinary Member of the Association.

 

28. Validity

All acts of the Committee or any sub-committee of the Committee or any other duly appointed official shall be deemed as valid, notwithstanding subsequent discovery of some defect in the appointment or election of the aforesaid or of some subsequent reason for the disqualification from office of any of them.

Committee Meetings

29. Frequency

The Committee shall meet not less than eight times each year with not more than two months between consecutive meetings.

 

30. Attendance

Committee meetings may be attended by Committee members, the National Coach, a representative of the Association's employed staff, a representative of the Sports Development Board and any other person so invited by the Committee.

 

31. Quorum

Four Committee members shall constitute a quorum at meetings of the Committee. If the number of Committee members is reduced below the number required for a quorum then the continuing Committee members may act for the purpose of increasing the number of Committee members to the number required for a quorum or of calling a General Meeting of the Association but for no other purpose.

 

32. Chairman

The President shall preside over meetings of the Committee, or in his absence the Vice-President shall preside, or in the absence of both, a chairman shall be elected from the Committee members present at the meeting.

 

33. Voting

Voting on all motions at meetings of the Committee or its sub-committees shall be by a show of hands, unless directed otherwise by the chairman of the meeting. No voting by proxy shall be permitted at any Committee meeting. In addition to his own vote, the chairman of the meeting shall have a second or casting vote in case of an equality of votes.

 

34. Majority

Except as otherwise specified in these Articles, voting on all motions shall require only a simple majority of those present and voting.

 

35. Written Resolution

A resolution in writing which has been circulated to all members of the Committee and which is signed by a majority of those members indicating that they are in favour of the resolution shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held, provided that no such resolution shall be valid and effectual unless and until it has been signed by at least five members of the Committee who are in favour of such resolution and who have each signed the same original document.

 

36. Minutes

Minutes of each Committee meeting shall be prepared and circulated to all those entitled to attend within one week of it taking place. Minutes shall be made available to other Members upon request.

 

General Meetings

37. Annual General Meetings

The Association shall hold a general meeting as its Annual General Meeting once in every calendar year for the purposes of the following ordinary business

  1. Accepting the audited financial statements for the previous financial year
  2. Appointing an auditor.
  3. Electing Members to vacant positions on the Committee.

 

38. Extraordinary General Meetings

Every General Meeting of the Association other than the Annual General Meeting shall be called an Extraordinary General Meeting. The Committee may call an Extraordinary General Meeting whenever it considers it necessary. This shall be done within 14 days after receiving a requisition in writing signed by not less than 25 Members, having, at the date of deposit of the requisition, a right to vote at General Meetings.

 

39. Notice

Subject to Section 116C of the Ordinance, an Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution to these articles shall be called with not less than 21 days notice in writing and any other General Meeting shall be called with not less than 14 days notice in writing. The notice shall be exclusive of the day on which it is served or so deemed and of the day of the meeting and shall specify the place, date and time of the meeting.

 

40. Chairman

At all General Meetings the chair shall be taken by the President or in his absence by the Vice-President. If neither the President nor the Vice-President shall be present within half an hour after the time appointed for holding the meeting, or shall be willing to act as chairman, the Members present and entitled to vote shall choose one of their number to chair the meeting.

 

41. Quorum

No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. The quorum shall be 20 Members personally present and entitled to vote. If within half an hour from the time appointed for the meeting a quorum be not present the meeting (if convened upon the requisition of Members) shall be dissolved or (in any other case) shall stand adjourned to such other day, time and place as may be appointed by the chairman with the consent of the meeting. At any such adjourned meeting the Members present and entitled to vote, whatever their number, shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

 

42. Adjournment

The chairman may, with the consent of the meeting, adjourn any General Meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

43. Attendance

Any Ordinary Member, Honorary Member, Patron or Vice-Patron may attend a General Meeting. For each Club Member, one representative may attend.

 

44. Voting Rights

Each Ordinary Member present, who is aged 18 years or above on the day of the meeting, has the right to vote in the manner described hereinafter. Patrons, Vice-Patrons, Honorary Members and representatives of Club Members shall not have the right to vote.

 

45. Voting Procedure

At any General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is demanded by the chairman of the meeting or by at least one third of Members present and entitled to vote and voting. If a poll is demanded as aforesaid it shall be taken in such manner as the chairman of the meeting directs. In addition to his own vote, the chairman of the meeting shall have a second or casting vote in case of an equality of votes. Voting by proxy shall not be allowed.

 

46. Majority

In accordance to Article 13.3 of the Company Ordinance, voting on all special resolution shall require a 75% majority of those present and voting.

 

47. Validity

All resolutions passed at any General Meeting for which due notice has been given or to which Article 52 (Accidental Omission) applies shall be binding on all Members.

 

48. Minutes

Minutes of all General Meetings shall be prepared and circulated to all Committee members within one month of the meeting being concluded. Minutes shall be made available to other Members upon request.

49. Books

Proper books of account shall be kept. In particular, proper records shall be kept of:

1.     All sums of money received and expended by the Association.

2.     All sales and purchases of goods and services by the Association;

  1. The assets and liabilities of the Association.

The keeping of proper books includes keeping such books of account as are necessary to give a true and fair view of the state of affairs of the Association and to explain transactions. The books of account shall be kept at the registered office of the Association and shall be made available for inspection by the members of the Committee upon request.

 

50. Banking

Funds of the Association in excess of HK$3,000 shall be deposited with a bank designated by the Committee. Any two of the President, Secretary, Treasurer or Vice-President shall jointly sign all cheques of the Association and shall jointly approve any other withdrawal, provided that they are not members of the same family.

 

51. Audit

Auditors shall be appointed and their duties regulated in accordance with the provisions of the Ordinance.

52. Service

A notice shall be served by the Association upon any Member by personal delivery or by sending it through the post to the address of the Member appearing in the Register of Members (which shall be an address in Hong Kong) or by facsimile transmission or by e-mail via the Internet. In the case of the service of notice by post, it shall be deemed to have been served on the third day following that on which the letter containing the same is put in the post and in the case of a facsimile transmission or e-mail shall be deemed to have been served at the time of despatch. The Association reserves the right to serve all notices upon its Members only by e-mail via the internet and the Association shall have no responsibility to contact a Member individually via another medium once it has sent a notice to the email address nominated by such Member or if such Member fails to provide the Association with a current and effective e-mail address. Each Member shall be responsible for providing the Association with his current and effective e-mail address.

 

53. Accidental Omission

The accidental omission to give notice of a meeting or to send any other document to any Member entitled to receive such notice or document or the non-receipt of any such notice or document which has been duly sent, shall not in any way invalidate any resolution passed or the proceedings at any meeting.

 

54. Period

Where a period of notice is required to be given, the notice period shall be exclusive both of the day on which it is served and of the day on which any action assessing from the notice shall commence.

 

55. Entitlement

Every Member shall be entitled to receive one copy of every general notice and, newsletter as issued by the Association to its Members.

 

56. Indemnity

Subject to the provisions of Section 165 of the Ordinance, if any prosecution, action or suit at law be commenced against any Member, employee or agent of the Association for anything done in the proper or reasonable discharge of their duties on behalf of the Association, such party or persons shall be defended and indemnified by and at the cost of the Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the property and funds of the Association may be applied for such purposes as directed by the Committee, provided that no part of such funds shall be applied either directly or indirectly in payment of the whole or part of any fine or penalty imposed upon any such party by sentence or order of a Court of Justice, except at the discretion of the Committee.

 

57. Seal Affixation

The Seal shall not be affixed to any document except by the authority of a resolution of the Committee. The Committee may from time to time make regulations regarding the use and affixing of the Seal. Unless such regulations are made all documents requiring the Seal to be affixed thereto shall be signed by any two of the President, Secretary, Treasurer or Vice-President.

 

58. Patrons & Vice-Patrons

The Association may adopt a Patron and one or more Vice-Patrons. The Patron is likely to be a public figure, who is prepared to act as a figurehead on behalf of the Association. A Vice-Patron is likely to be well-connected individual, who is prepared to act as an ambassador on behalf of the Association. It is also likely, though not absolutely necessary, that a Patron or Vice-Patron shall donate a sum of money to the Association in order that it may further the pursuit of its objects. A Patron or Vice-Patron shall not take any part in the management of the Association

  • Definitions +

    1. Definitions

    In these Articles, the following definitions apply unless the context clearly indicates otherwise:

    1.     "Triathlon" means any combination in a single event of two or three of the sports of swimming, bicycle riding and running.

    2.     "Association" means the "Hong Kong Triathlon Association Limited".

    3.     "Committee" means the Executive Committee of the Association.

    4.     "Ordinance" means the Companies Ordinance (Chapter 32) of the Laws of Hong Kong and any amendment thereof in force for the time being.

    5.     "Member" means any person who is registered as being a member of the Association.

    6.     "Register Of Members" means the register of the Association's Members which the Association is required by the Ordinance to keep.

    7.     "General Meeting" means a general meeting whether annual or extraordinary of the Members of the Association.

    8.     "Seal" means the common seal of the Association.

     

    2. Interpretation

    1.     These Articles shall be construed with reference to the provisions of the Ordinance and terms used in these Articles shall be taken as having the same respective meanings they have when used in the Ordinance unless the context otherwise requires.

    2.     Table 'C' of the Ordinance shall not apply to the Association.

    3.     Words importing the masculine gender include the feminine gender unless the context clearly indicates otherwise.

    4.     Words importing persons include organisations .

    5.     Words importing the singular number include the plural number and vice versa unless the context clearly indicates otherwise.

  • Membership +

    3. Classes

    The Association shall have the following classes of membership:

    1. Ordinary Member

    2. Honorary Member

    3. Club Member

    4. Size

    The number of Members with which the Association proposes to be registered is unlimited.

    5. Eligibility

    The following shall be eligible to be a Member:

    1. Any individual person who is interested in Triathlon, is resident in Hong Kong , is willing to bind himself to observe the Memorandum & Articles of the Association and other rules of the Association and who is not under eight years of age shall be eligible for application to the Association as an Ordinary Member.

    2. Any individual person who is interested in Triathlon, is resident in Hong Kong, is willing to observe the Memorandum & Articles of Association and other rules of the Association and has made a special contribution to the promotion of Triathlon shall be eligible for election by the Committee as an Honorary Member.

    1. Any sports club or association whose objects are primarily concerned with the pursuit of one or more of the three disciplines of Triathlon shall be eligible for election by the Committee as a Club Member.

    6. Application

    Subject to eligibility, application for each class of membership shall be made in the following ways:

    1. Ordinary Member applicants shall complete and submit the Association's Ordinary Member application form together with the requisite admission fee and subscription fee to the registered office of the Association or by such other means as the Association shall prescribe.

    2. Honorary Member applicants shall be nominated to the Committee, in writing, by at least ten Ordinary Members.

    1. Club Member applicants shall submit a letter of application to the Committee, which serves to demonstrate their eligibility and sets out their reasons for applying.

    7. Admission

    For each class of membership, an applicant

  • Committee +

    15. Management

    Responsibility for the management of the Association shall be vested in the Committee. Notwithstanding this responsibility, the Association's employed staff shall, on behalf of the Committee, undertake the day to day affairs of the Association. In particular, the Committee shall be responsible for making policy and determining strategy, whereas the staff of the Association shall implement said policy and strategy.

    16. Structure

    1. The Committee shall consist of a President, Secretary, Treasurer, Vice –President, and up to five other Ordinary Members. Additional Ordinary Members may also be co-opted to the Committee from time to time. All Members of the Committee shall serve gratis. Although elected without portfolio, each regular Committee member may be assigned specific responsibilities from time to time by the Committee.
    2. Any one HKTriA Affiliated Club can only have a maximum of two (2) members on the Committee at any one time and if a third Committee Member wants to be on the General Committee then they should have ceased to be a member of any club a minimum of 12 months before election to the committee.

    17. President

    The President shall take overall charge of the Association, preside over Committee meetings and General Meetings and shall represent the Association at official functions. Other specific responsibilities may be assigned from time to time by the Committee.

    18. Secretary

    The Secretary shall be responsible for ensuring that the Association functions in accordance with the provisions of the Ordinance. In particular, he shall ensure that:

    1. The Register Of Members is kept up to date.
    2. All notices and documents required by the Companies Registry are lodged as required.
    3. Minutes of all Committee meetings and General Meetings are properly kept, including records of all elections to the Committee and appointments made by the Committee.

    Other responsibilities may also be assigned from

  • Meetings +

    Committee Meetings

    29. Frequency

    The Committee shall meet not less than eight times each year with not more than two months between consecutive meetings.

    30. Attendance

    Committee meetings may be attended by Committee members, the National Coach, a representative of the Association's employed staff, a representative of the Sports Development Board and any other person so invited by the Committee.

    31. Quorum

    Four Committee members shall constitute a quorum at meetings of the Committee. If the number of Committee members is reduced below the number required for a quorum then the continuing Committee members may act for the purpose of increasing the number of Committee members to the number required for a quorum or of calling a General Meeting of the Association but for no other purpose.

    32. Chairman

    The President shall preside over meetings of the Committee, or in his absence the Vice-President shall preside, or in the absence of both, a chairman shall be elected from the Committee members present at the meeting.

    33. Voting

    Voting on all motions at meetings of the Committee or its sub-committees shall be by a show of hands, unless directed otherwise by the chairman of the meeting. No voting by proxy shall be permitted at any Committee meeting. In addition to his own vote, the chairman of the meeting shall have a second or casting vote in case of an equality of votes.

    34. Majority

    Except as otherwise specified in these Articles, voting on all motions shall require only a simple majority of those present and voting.

    35. Written Resolution

    A resolution in writing which has been circulated to all members of the Committee and which is signed by a majority of those members indicating that they are in favour of the resolution shall be as valid and effectual as if it

  • Accounts +

    49. Books

    Proper books of account shall be kept. In particular, proper records shall be kept of:

    1.     All sums of money received and expended by the Association.

    2.     All sales and purchases of goods and services by the Association;

    1. The assets and liabilities of the Association.

    The keeping of proper books includes keeping such books of account as are necessary to give a true and fair view of the state of affairs of the Association and to explain transactions. The books of account shall be kept at the registered office of the Association and shall be made available for inspection by the members of the Committee upon request.

     

    50. Banking

    Funds of the Association in excess of HK$3,000 shall be deposited with a bank designated by the Committee. Any two of the President, Secretary, Treasurer or Vice-President shall jointly sign all cheques of the Association and shall jointly approve any other withdrawal, provided that they are not members of the same family.

     

    51. Audit

    Auditors shall be appointed and their duties regulated in accordance with the provisions of the Ordinance.

  • Notices +

    52. Service

    A notice shall be served by the Association upon any Member by personal delivery or by sending it through the post to the address of the Member appearing in the Register of Members (which shall be an address in Hong Kong) or by facsimile transmission or by e-mail via the Internet. In the case of the service of notice by post, it shall be deemed to have been served on the third day following that on which the letter containing the same is put in the post and in the case of a facsimile transmission or e-mail shall be deemed to have been served at the time of despatch. The Association reserves the right to serve all notices upon its Members only by e-mail via the internet and the Association shall have no responsibility to contact a Member individually via another medium once it has sent a notice to the email address nominated by such Member or if such Member fails to provide the Association with a current and effective e-mail address. Each Member shall be responsible for providing the Association with his current and effective e-mail address.

    53. Accidental Omission

    The accidental omission to give notice of a meeting or to send any other document to any Member entitled to receive such notice or document or the non-receipt of any such notice or document which has been duly sent, shall not in any way invalidate any resolution passed or the proceedings at any meeting.

    54. Period

    Where a period of notice is required to be given, the notice period shall be exclusive both of the day on which it is served and of the day on which any action assessing from the notice shall commence.

    55. Entitlement

    Every Member shall be entitled to receive one copy of

  • General +

    56. Indemnity

    Subject to the provisions of Section 165 of the Ordinance, if any prosecution, action or suit at law be commenced against any Member, employee or agent of the Association for anything done in the proper or reasonable discharge of their duties on behalf of the Association, such party or persons shall be defended and indemnified by and at the cost of the Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the property and funds of the Association may be applied for such purposes as directed by the Committee, provided that no part of such funds shall be applied either directly or indirectly in payment of the whole or part of any fine or penalty imposed upon any such party by sentence or order of a Court of Justice, except at the discretion of the Committee.

    57. Seal Affixation

    The Seal shall not be affixed to any document except by the authority of a resolution of the Committee. The Committee may from time to time make regulations regarding the use and affixing of the Seal. Unless such regulations are made all documents requiring the Seal to be affixed thereto shall be signed by any two of the President, Secretary, Treasurer or Vice-President.

    58. Patrons & Vice-Patrons

    The Association may adopt a Patron and one or more Vice-Patrons. The Patron is likely to be a public figure, who is prepared to act as a figurehead on behalf of the Association. A Vice-Patron is likely to be well-connected individual, who is prepared to act as an ambassador on behalf of the Association. It is also likely, though not absolutely necessary, that a Patron or Vice-Patron shall donate a sum of money to the Association in order

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