16. Management

Responsibility for the management of the Association shall be vested in the Board. Notwithstanding this responsibility, the [Secretariat (i.e. Association's employed staff)] shall, on behalf of the Board, undertake the day to day affairs of the Association. In particular, the Board shall be responsible for making policy and determining strategy, whereas the Secretariat shall implement the said policy and strategy. For the avoidance of doubt, the roles and responsibilities of the Secretariat shall be independent from the Board and the Committee. A Director or a Committee member shall not be employed as a member of the Secretariat and a member of the Secretariat shall not be appointed as a Director or a Committee member.

17. Structure

17. The Board shall have four (4) members. It shall consist of a President, Secretary, Treasurer and Vice–President. All Directors shall serve gratis. Each Director may be assigned general and/or specific responsibilities from time to time by the Board.
18. Any one affiliated club of the Association can only have a maximum of two (2) members on the Board and the Committee respectively at any one time and if a third member of an affiliated club wants to be on the Board or the Committee then he/she should have ceased to be a member of any club a minimum of twelve (12) months before election to the Board or the Committee.

18. Eligibility

18. Only Ordinary Members aged eighteen (18) years or above on election day shall be eligible for election to the Board and the Committee.
19. A Member who has family members already either continuing to serve, or currently standing for election, in three (3) of the posts of President, Secretary, Treasurer or Vice-President at the Board shall not be eligible to stand for election to the remaining one (1) of these posts in the Board, but shall be eligible to stand for election as a Committee member.
20. An employee of the Association shall not be eligible for election to the Board or the Committee.
21. An Ordinary Member shall only be eligible to stand for election to the post of President at the Board if such Ordinary Member has completed at least one (1) full year as a Director.
22. The term of President of the Board shall be four (4) years with a maximum of twelve (12) consecutive terms. If applicable, after the completion of twelve (12) consecutive terms, such ex-President shall be eligible to be re-elected to another post in the Board or be co-opted to the Committee subject to Article 24(3). Such ex-President shall be eligible for re-election to the post of President at the Board after two (2) years from his last presidency.
23. The term of each Director and Committee member shall be four (4) years with a maximum of twelve (12) consecutive terms. If applicable, upon the expiry of twelve (12) consecutive terms, such retiring Director or Committee member shall not be eligible for re-election. 

19. Election

Members shall be elected to vacant posts on the Board and 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 Director or Committee member, having previously received his assent. Nominee may stand for one or more of the posts of President, Secretary, Treasurer, Vice-President at the Board or Committee member (as the case may be), and competition for these posts shall be resolved in this order.
2. Nominations for the election of Directors or Committee members shall be submitted in writing to the Secretary of the Board by the proposer at least seven (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 for each vacant position shall be elected except that for the post of President at the Board where there are three or more candidates, the winning candidate must have received at least the majority of votes. If no candidate for President of the Board 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 of the Board has received the majority of votes. If there is only one candidate for a post in the Board, 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 Directors shall have the power to fill up the remaining vacancy or vacancies as they think fit.

20. Retirement

Each Director and 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 Board and the Committee shall retire at each Annual General Meeting. If the Association has dispensed with the holding of Annual General Meetings or is not required to hold Annual General Meetings, the said Directors and Committee members must retire from office before the end of 9 months after the end of the Association’s second accounting reference period by reference to which the financial year in which the Director or the Committee member was appointed is to be determined. When sufficient Directors or Committee members to fulfil the foregoing provision would not normally retire, lots shall be drawn, by the Directors or Committee members to determine the Directors or Committee members who shall retire. A retiring Director or Committee member shall be eligible for re-election subject to Articles 18(5) and 18(6).

21. Replacement

If the President of the Board shall die, resign or vacate his office in accordance with Article 22 (Vacation Of Office) before the expiration of his period of office, he shall be replaced by the Vice-President of the Board for the remainder of the President's term of office. If the Vice-President of the Board shall die, resign or vacate his office in accordance with Article 22 (Vacation Of Office) before the expiration of his term of office, or shall be appointed to replace the President of the Board, or if any other Director or Committee member shall die or resign or vacate his office in accordance with Article 22 (Vacation Of Office) before the expiration of his period of office, or if any other vacancy in the Board shall arise for any reason, the vacancy shall be filled by appointment by the Board and the new Director or Committee Member shall subject to Article 22 (Vacation Of office) retire at the Annual General Meeting when the Director or Committee Member whom he replaces would have retired.

22. Vacation Of Office

The office of a Director or 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 Board, 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 Board to the material detriment of the Association and a resolution to remove such Director or Committee member is passed by at least two thirds of the other Directors. The resolution to remove such Director or Committee member must be proposed and seconded by at least one third of the other Directors. The subject Director or 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 Board prior to the relevant resolution is being voted. The subject Director or Committee member may attend the relevant Board meeting but shall not be entitled to vote on the relevant resolution. Only Directors may attend the relevant Board meeting;
3. he becomes a mentally incapacitated person under the meaning given by section 2(1) of the Mental Health Ordinance (Chapter 136 of the Laws of Hong Kong);
4. his membership is suspended or terminated;
5. by notice in writing to the Association he resigns his office;
6. he is removed from office by an ordinary resolution duly passed at a General Meeting;
7. he is absent from three (3) consecutive meetings of the Board or Committee of which he is a member without reasonable cause, as determined by the Board; or
8. he fails to meet the minimum Committee meeting’s attendance requirement of in accordance with Article 26 (if applicable).

23. Powers & Duties

23. The Board 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 but subject to Article 23(2):
24. To pay all reasonable expenses relating to the formation and registration of the Association.
25. To exercise all such powers of the Association and do on behalf of the Association all such lawful acts as the Board 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 may be 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 Board, that would have been valid, if such regulation had not been made.
26. To appoint and dismiss such sub-committees, consisting of Members and chairmen of sub-committees and employees of the Association (if applicable), as it shall think fit.
27. To appoint any person as a Patron or Vice-Patron of the Association, on such terms and conditions as it shall think fit.
28. To appoint and dismiss advisers or such other persons, honorary or otherwise, who may be invited to attend the meetings of the Board, Committee or other sub-committees but who shall not be entitled to vote at such meetings.
29. 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.
30. To decide on all matters of an international nature affecting or concerning the Association or any of its Members.
31. 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.
32. To provide for the safe custody of the Seal.
33. Only President, Secretary, Treasurer and/or Vice-President of the Board shall, subject to the approval of the Board, be entitled to execute legal documents for and on behalf of the Association.

24. Committee and Sub-committees

24. Subject to these Articles, the Board may, if it thinks fit, delegate any of the powers that are conferred on it under these Articles to the Committee or other sub-committee(s), provided that the powers so delegated are specified. The Board may revoke the delegation wholly or in part; or revoke or alter the terms and conditions of the delegation.
25. The Board may make rules providing for the conduct of business and composition of the Committee and other sub-committee(s) to which it has delegated any of its powers. The Committee and other sub-committee(s) shall comply with the rules.
26. The Committee shall consist of up to [nine] Ordinary Members. All Directors shall be ex-officio members of the Committee [and all sub-committees]. Notwithstanding the above, the Committee may further co-opt not more than three [Ordinary] Members to join the Committee and hold office until the next Annual General Meeting.
27. The Committee and all sub-committees 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 of the Board.
28. No person shall be elected/ appointed to the Committee or a sub-committee who is not an Ordinary Member.

25. Validity

All acts of the Board, Committee or any other sub-committee of the Board 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 or cessation to hold office of any of them.