As a result of Edward Sin leaving the Grace Tutors Association Limited as from September 10, 2010, updating of this website is closed with immediate effect.
Edward Sin will start a new website under www.KNO-Tutor.Blogspot.com.
數趣續前緣 三徑芸香研雋永
學風陶後輩 九章薪火助繁生
Ｔhank you for your kind attention.
Aug 6, 2010
#26: Dinner gathering on August 18, 2010
Ｂenson Ｌo (Ｐublisher) introducing the MPR technology
Ｂenson Ｌo
Ｅddie Ｗong (Ｖice-Ｃhairman) sharing views about Ｇrace Ｔutors mission
Ｅddie Ｗong
Ｅddie Ｗong
Ａnna Ｆung (Ｄirector-cum-Ｔutor) sharing experience about tutoring students with Ｌearning Ｄisabilities
Ｖienna Ｔse (Ｔutor) sharing experience about tutoring students at a school in Ｔin Ｓhui Ｗai
Ｔeresa Ｈung (Ｔutor) sharing experience about tutoring Ｆorm 5 students, students with visual impairment and students with Ｌearning Ｄisabilities
Ｐarticipants
Ｐarticipants
Ｐarticipants
Ｐarticipants
Date:
August 18, 2010 (Wednesday)
Time:
7:00 to 10:00 pm (welcome early arrival from 6:30 pm)
Venue:
Hong Kong Medical Association
(booked by Dr. Tong Tak Cheung, Ronald)
2nd floor, Chinese Club Building,
21-22 Connaught Road Central
中環干諾道中21-22號華商會所大廈
Cost:
Not to exceed $180 each
Participants:
* Natalie Chan (tutor)
* Daniel Ho (tutor)
* Hymen Lam (tutor)
* Vienna Tse (tutor)
* Maggie Garshol (tutor)
*
* Teresa Hung (tutor)
* Stella Fok (tutor)
* Francis Tsang (tutor)
* Yih Sy Wong (Chairman)
* Ｅddie Ｗong (Vice-Chairman)
*
* Ｒonald Ｔong (Vice-Chairman)
* Edward Sin (Chief Program Officer)
* Ｍong Ｋar Ｋeung (director, tutor)
* To Yiu Kwan (director, tutor)
* Ａnna Ｆung (director, tutor)
*
* Chan Siu Hing (director)
* Yeung Pui Tak (director)
* Aimee Ng (website team)
* David Li (website team)
* Benson Lo (publisher)
*
* Nancy Kok (interested party)
* Thomas Tang (interested party)
* Frances Lee (interested party)
*
Total 23
#25: Introduction of Grace Tutors
學濟社是一家非牟利的功課輔導機構(在申辦中)，由一群熱心人士組成，成員包括已退休的管理人員、前任校長、退休及現任的教育工作者。學濟社的辦學宗旨是幫助有需要的學童跨越學習障礙，使他們能夠重新納入正常的學習軌道，將來也像一般人一樣融入社會。
現今社會，由於種種客觀條件限制，令部分家境欠佳、身體缺陷或有學習障礙的同學不能與一般正常學生享有同等學習條件，窒礙了發展空間。學濟社則深信每位年輕人都應該享有平等的教育機會。有見及此，我們與多家中小學及教育機關合作，為條件不足卻積極向上的學生提供免費補習服務，藉教育傳承未來，助孩子以知識改變命運，冀望他們能成為未來社會棟樑。
由於學濟社的導師都是經驗豐富的教育工作者，他們會按學童的能力因材施教，幫助他們早日跟上常規課程進度。學濟社的辦學精神就是在分享知識之餘，從中向學童灌輸正面的價值觀，以培養才德兼備的下一代。適時的課餘指導往往會帶來意想不到的效果，學童除在學業上有所進步外，也會因導師的鼓勵而建立起自信，或受導師的個人經歷啟發，燃點起希望。
現今社會，由於種種客觀條件限制，令部分家境欠佳、身體缺陷或有學習障礙的同學不能與一般正常學生享有同等學習條件，窒礙了發展空間。學濟社則深信每位年輕人都應該享有平等的教育機會。有見及此，我們與多家中小學及教育機關合作，為條件不足卻積極向上的學生提供免費補習服務，藉教育傳承未來，助孩子以知識改變命運，冀望他們能成為未來社會棟樑。
由於學濟社的導師都是經驗豐富的教育工作者，他們會按學童的能力因材施教，幫助他們早日跟上常規課程進度。學濟社的辦學精神就是在分享知識之餘，從中向學童灌輸正面的價值觀，以培養才德兼備的下一代。適時的課餘指導往往會帶來意想不到的效果，學童除在學業上有所進步外，也會因導師的鼓勵而建立起自信，或受導師的個人經歷啟發，燃點起希望。
Jun 22, 2010
#24: RTHK Radio 5 家家有教 Programme on June 22, 2010 at 9:00 to 9:30 pm
On behalf of the Grace Tutors Association Limited, Dr Ronald Tong and Ｅdward Ｓin attended ＲＴＨＫ Radio 5 programme interview, which was broadcast on Ｊune 22, 2010 at 9:00 pm after the news.
If you have missed the programme, you may click into the following website to listen to the programme:
http://programme.rthk.org.hk/channel/radio/programme.php?name=radio5/familyteach&d=2010-06-22&p=2500&e=110617&m=episode
Ａlternatively, you can enter the ＲＴＨＫ website and retrieve the programme according to the following steps:
1) www.RTHK.org.hk
2) select Archive (from top row)
3) select Radio 5 (from top row)
4) select 家家有教 (scroll down the list to find the programme)
5) select June 22, 2010 from the list of prgrammes
6) Click "Listen" or "Standalone Player"
Grateful for your valuable comment.
Regards,
Edward Sin
//////////////////////////////////////////////////////
RTHK Radio 5 家家有教 Programme on June 22, 2010 at 9:00 to 9:30 pm
Questions asked by RTHK:
1. 為甚麼會成立學濟社?
2. 你們主要希望能幫助哪些弱勢社群
3. 學濟社由成立至現在，曾舉辦過甚麼活動? 有沒有難忘的人和事?
4. 學濟社未來發展如何? 例如會否招攬更多退休或專業人士作導師?
Answers given by Grace Tutors Association Limited (Edward Sin & Ronald Tong):
1) Many of us retired to live "jobless" life, but invited by relatives or neighbours to teach their children. In many cases, there are mismatches, not making good use of people's talent. Grace Tutors helps to match the talents to NEEDY students. The matching service is the HUB, which is simple work. It would never be a bottle neck because of the ease of expansion.
2) 過五關，斬六障
六障 包括：
視、聽、肢體殘障、或受傷、病、毒禍所影響。
五關 包括：
仁愛、學養、善導、高瞻、堅毅
3) NEEDY students we have helped are, progressively, students with visual impairment, hearing impairment, coming from poor families, last batch of students taking Form 5 examination, students with Leaning Disabilities, students from Chinese schools wishing to improve their English standard, students of drug ex-Addicts, and students serving sentences in prisons.
4) 學濟滿天下. Now most of our tutors are HKU graduates. We are serving schools in HK West, HK East, Kowloon West, Kowloon East, Tin Shui Wai and Sheung Shui. We would like to mobilize graduates from other local universities as well as overseas universities. We would like to cover all corners of HK, and further to Mainland China, and everywhere in the world. We can conduct class in English, Chinese (Cantonese, Mandarin), in traditional as well as simplified Chinese characters, which covers as much as half of the world's population.
If you have missed the programme, you may click into the following website to listen to the programme:
http://programme.rthk.org.hk/channel/radio/programme.php?name=radio5/familyteach&d=2010-06-22&p=2500&e=110617&m=episode
Ａlternatively, you can enter the ＲＴＨＫ website and retrieve the programme according to the following steps:
1) www.RTHK.org.hk
2) select Archive (from top row)
3) select Radio 5 (from top row)
4) select 家家有教 (scroll down the list to find the programme)
5) select June 22, 2010 from the list of prgrammes
6) Click "Listen" or "Standalone Player"
Grateful for your valuable comment.
Regards,
Edward Sin
//////////////////////////////////////////////////////
RTHK Radio 5 家家有教 Programme on June 22, 2010 at 9:00 to 9:30 pm
Questions asked by RTHK:
1. 為甚麼會成立學濟社?
2. 你們主要希望能幫助哪些弱勢社群
3. 學濟社由成立至現在，曾舉辦過甚麼活動? 有沒有難忘的人和事?
4. 學濟社未來發展如何? 例如會否招攬更多退休或專業人士作導師?
Answers given by Grace Tutors Association Limited (Edward Sin & Ronald Tong):
1) Many of us retired to live "jobless" life, but invited by relatives or neighbours to teach their children. In many cases, there are mismatches, not making good use of people's talent. Grace Tutors helps to match the talents to NEEDY students. The matching service is the HUB, which is simple work. It would never be a bottle neck because of the ease of expansion.
2) 過五關，斬六障
六障 包括：
視、聽、肢體殘障、或受傷、病、毒禍所影響。
五關 包括：
仁愛、學養、善導、高瞻、堅毅
3) NEEDY students we have helped are, progressively, students with visual impairment, hearing impairment, coming from poor families, last batch of students taking Form 5 examination, students with Leaning Disabilities, students from Chinese schools wishing to improve their English standard, students of drug ex-Addicts, and students serving sentences in prisons.
4) 學濟滿天下. Now most of our tutors are HKU graduates. We are serving schools in HK West, HK East, Kowloon West, Kowloon East, Tin Shui Wai and Sheung Shui. We would like to mobilize graduates from other local universities as well as overseas universities. We would like to cover all corners of HK, and further to Mainland China, and everywhere in the world. We can conduct class in English, Chinese (Cantonese, Mandarin), in traditional as well as simplified Chinese characters, which covers as much as half of the world's population.
Jun 14, 2010
#23: Presentation at Rotary Club of Kowloon West
The Grace Tutors Association Ltd., represented by Mr. Eddie Wong (Vice Chairman), Dr. Ronald Tong(Hon. Secreatary and Vice Chairman) and Mr. Edward Sin (Chief Program Officer), was invited by Rotary Club of Kowloon West to give a luncheon talk on the vision and mission of the organization. The presentation took place on the 9th June 2010 at a Function Room of the Mira Hotel.
Mr. Sin gave a very concise and informative talk about the Grace Tutors' past and future tasks. The audience responded enthusiastically to the talk and several Rotarians asked relevant in-depth questions about the Grace Tutors' work and gave helpful comments.
They look forward to possible co-operation with the Grace Tutors in the future as a gesture of support for its good work for the underprivileged youths of Hong Kong.
Ronald Tong
Mr. Sin gave a very concise and informative talk about the Grace Tutors' past and future tasks. The audience responded enthusiastically to the talk and several Rotarians asked relevant in-depth questions about the Grace Tutors' work and gave helpful comments.
They look forward to possible co-operation with the Grace Tutors in the future as a gesture of support for its good work for the underprivileged youths of Hong Kong.
Ronald Tong
Apr 10, 2010
#22: Tasks ahead
Arranged English tutoring course to Chinese secondary school students from June to August 2010 for new Form 5 students of three schools, one of which is in Tin Shui Wai.
Arranged to support students with Learning Disabilities starting from June 2010. The pilot school is a primary school. We are looking for a pilot secondary school.
Arranging with Correctional Services Department to help students servicing sentence in prison (await approval for service)
Will attend RTHK interview at 8:00 pm to 8:30 pm (live) on June 22, 2010.
Visited the HK Blind Union in Kwun Tong (which provides support to non-boarding students with visual impairment). Arranging to start a summer course there.
Requested by a Doctor to help students (hospitalized or under rehabilitation) in Wong Tai Sin District (will collect details).
Arranging to hold a summer course to support ex-Addicts in Tai Po.
Will arrange course to help Form 7 students in academic year 2010/2011.
Arranged to support students with Learning Disabilities starting from June 2010. The pilot school is a primary school. We are looking for a pilot secondary school.
Arranging with Correctional Services Department to help students servicing sentence in prison (await approval for service)
Will attend RTHK interview at 8:00 pm to 8:30 pm (live) on June 22, 2010.
Visited the HK Blind Union in Kwun Tong (which provides support to non-boarding students with visual impairment). Arranging to start a summer course there.
Requested by a Doctor to help students (hospitalized or under rehabilitation) in Wong Tai Sin District (will collect details).
Arranging to hold a summer course to support ex-Addicts in Tai Po.
Will arrange course to help Form 7 students in academic year 2010/2011.
Apr 9, 2010
#21: Board of Directors
As a result of the Board Meetings held on March 25, 2010, April 1, 2010, June 3, 2010 & July 8, the following were elected office-bearers:
Chairperson:
Wong Yih Sy
Vice Chairpersons:
Eddie Wong
Ronald Tong
Hon. Secretary:
Vacant (acted by Ronald Tong)
(Deputy Hon. Secretary:
Yeung Pui Tak)
Hon. Treasurer:
Philip Cheung
(Deputy Hon. Treasurer:
Billy Chow)
Director & Chief Program Officer
Edward Sin
Directors:
Chan Siu Hing
Leung Chung Por
Mong Kar Keung
To Yiu Kwan
Tse Sik Yan
Anna Fung (Mrs)
Chairperson:
Wong Yih Sy
Vice Chairpersons:
Eddie Wong
Ronald Tong
Hon. Secretary:
Vacant (acted by Ronald Tong)
(Deputy Hon. Secretary:
Yeung Pui Tak)
Hon. Treasurer:
Philip Cheung
(Deputy Hon. Treasurer:
Billy Chow)
Director & Chief Program Officer
Edward Sin
Directors:
Chan Siu Hing
Leung Chung Por
Mong Kar Keung
To Yiu Kwan
Tse Sik Yan
Anna Fung (Mrs)
Mar 23, 2010
#20: News reported in Ming Pao on March 22 & 23, 2010
For report on March 23, 2010, please click into the following link, and turn the page at the top right corner to find the article.
http://happypama.mingpao.com/cfm/ebook3.cfm?File=20100323/happy/happy.txt
For report on March 22, 2010, please read the extract below:
http://life.mingpao.com/htm/hkcee/cfm/Hkcee1.cfm?File=multi_news326.htm
退休人士組補習社 助末代會考生
退休精算師冼永生早前和朋友唐德彰醫生自發組織非牟利機構「濟學社」，與全港5間中學合作，供末代會考生免費上濟學社會考「速成班」，協助他們迎戰會考
舊學制末代會考已開鑼，考生下月起應考主科，有退休精算師及教育界人士眼見不少末代會考生為前路徬徨，早前自發組成非牟利補習社「濟學社」，協助考生備戰。濟學社與全港5間中學合作，末代會考生可免費上其「速成班」，重點溫習英文、數學及理科科目，為會考作最後衝刺。
與5中學合作 免費供速成班
隨三三四新高中學制於本學年推行，本屆中學會考將成末代會考，若考生未能升讀中六，亦難以原校重讀中五課程，令不少考生憂慮出路。60多歲的退休精算師冼永生與現職醫生的唐德彰有見及此，遂發起濟學社（Grace Tutors），邀請身邊已退休的朋友加入成為導師，包括退休的中學校長及副校長等，至今已近20人，濟學社正申請註冊成非牟利機構。
經唐德彰四出籌募經費，濟學社獲退休銀行高層捐款10萬元維持濟學社運作，例如付車馬費予導師等。唐德彰並透過教會的聯繫，與全港5間主要錄取第二組別及第三組別學生的中學合作，由學校推介學生參加濟學社的會考「速成班」，每班約10多人，均屬成績稍遜、來自基層家庭的學生。
「速成班」涵蓋科目包括英文、數學、物理、化學及生物，每班由一至兩名導師到校教授學生。冼永生以他教授的數學科舉例，導師會在「速成班」首兩堂與學生重點複習中四、中五課程的公式，之後數堂供學生自由提問，例如數式解難方式等，導師可個別教授，協助考生解難。
退休精算師教數學 盼薪火相傳
除末代會考生，冼永生表示，濟學社針對向教育改革下受影響的學生提供補習，例如末代高考生、首屆文憑試考生等，現正草擬未來數年的計劃書，有待落實。
於2007年退休後生活無憂的冼永生，原本大可以四處旅行享受人生，但他選擇每周數天到不同學校替學生補習，冀餘生將從前所學薪火相傳，啟發學生自學。他說：「我很樂意與學生分享知識，以後說不定我如高錕般患上老人癡呆症，連自己的身體也無法照顧時，再要幫其他人就已太遲。」
http://happypama.mingpao.com/cfm/ebook3.cfm?File=20100323/happy/happy.txt
For report on March 22, 2010, please read the extract below:
http://life.mingpao.com/htm/hkcee/cfm/Hkcee1.cfm?File=multi_news326.htm
退休人士組補習社 助末代會考生
退休精算師冼永生早前和朋友唐德彰醫生自發組織非牟利機構「濟學社」，與全港5間中學合作，供末代會考生免費上濟學社會考「速成班」，協助他們迎戰會考
舊學制末代會考已開鑼，考生下月起應考主科，有退休精算師及教育界人士眼見不少末代會考生為前路徬徨，早前自發組成非牟利補習社「濟學社」，協助考生備戰。濟學社與全港5間中學合作，末代會考生可免費上其「速成班」，重點溫習英文、數學及理科科目，為會考作最後衝刺。
與5中學合作 免費供速成班
隨三三四新高中學制於本學年推行，本屆中學會考將成末代會考，若考生未能升讀中六，亦難以原校重讀中五課程，令不少考生憂慮出路。60多歲的退休精算師冼永生與現職醫生的唐德彰有見及此，遂發起濟學社（Grace Tutors），邀請身邊已退休的朋友加入成為導師，包括退休的中學校長及副校長等，至今已近20人，濟學社正申請註冊成非牟利機構。
經唐德彰四出籌募經費，濟學社獲退休銀行高層捐款10萬元維持濟學社運作，例如付車馬費予導師等。唐德彰並透過教會的聯繫，與全港5間主要錄取第二組別及第三組別學生的中學合作，由學校推介學生參加濟學社的會考「速成班」，每班約10多人，均屬成績稍遜、來自基層家庭的學生。
「速成班」涵蓋科目包括英文、數學、物理、化學及生物，每班由一至兩名導師到校教授學生。冼永生以他教授的數學科舉例，導師會在「速成班」首兩堂與學生重點複習中四、中五課程的公式，之後數堂供學生自由提問，例如數式解難方式等，導師可個別教授，協助考生解難。
退休精算師教數學 盼薪火相傳
除末代會考生，冼永生表示，濟學社針對向教育改革下受影響的學生提供補習，例如末代高考生、首屆文憑試考生等，現正草擬未來數年的計劃書，有待落實。
於2007年退休後生活無憂的冼永生，原本大可以四處旅行享受人生，但他選擇每周數天到不同學校替學生補習，冀餘生將從前所學薪火相傳，啟發學生自學。他說：「我很樂意與學生分享知識，以後說不定我如高錕般患上老人癡呆症，連自己的身體也無法照顧時，再要幫其他人就已太遲。」
Mar 19, 2010
#19: Board of Ｇovernors Meeting on March 25, 2010
As a result of the election on March 10, 2010, the following Governors constituted the Board of Governors of Ｇrace Ｔutors Ａssociation Ｌimited for 2010:
Ｉt is hereby informed that a Board of Governors meeting will be called with details as follows:
Date: March 25, 2010
Venue: HKMA at 21-22 Ｃonaught Ｒoad Ｃentral 2/Ｆ, Ｈong Ｋong
Ｔime: 12:45 pm
Ｍeeting Ａgenda:
a) Ｅlection of 7 key Ｅxecutives, which include Ｃhairman, two Ｖice-Ｃhairman, Ｈonorary Ｓecretary, Ｄeputy Ｈonorary Ｓecretary, Ｈonorary Ｔreasure, Ｄeputy Ｈonorary Ｔreasurer.
b) Ｄiscuss amendments (if any) on the Ｍ&Ａ
c) Ｒeview the project plan on helping students with Ｌearning Ｄisabilities scheduled in Ａpril to Ｊune 2010.
d) Ｒeview the project plan on organizing Ｅnglish Ｔutoring course scheduled in Ｊune to Ａugust 2010.
e) Ａny other business.
Ｉt is also informed that all Ｆounder Ｍembers (Ｇovernors) are welcome to attend the meeting as observers.
Ｉf you would like to attend, please register a seat by informing Ｅdward Ｓin before noon Ｈong Ｋong time on Ｍarch 23, 2010.
Participants:
* Ronald Tong
* Eddie Wong
* Edward Sin
* Leung Chung Por
* Abraham Poon (observer)
*
Wong Yih Sy
Eddie Wong Kam Kau
Tong Tak Cheung
Edward Sin Wing Sang
Philip Cheung Kwok Kee
Yeung Pui Tak
Billy Chow Fong Wai
Chan Siu Hing
Leung Chung Por
Mong Kar Keung
To Yiu Kwan
Ｉt is hereby informed that a Board of Governors meeting will be called with details as follows:
Date: March 25, 2010
Venue: HKMA at 21-22 Ｃonaught Ｒoad Ｃentral 2/Ｆ, Ｈong Ｋong
Ｔime: 12:45 pm
Ｍeeting Ａgenda:
a) Ｅlection of 7 key Ｅxecutives, which include Ｃhairman, two Ｖice-Ｃhairman, Ｈonorary Ｓecretary, Ｄeputy Ｈonorary Ｓecretary, Ｈonorary Ｔreasure, Ｄeputy Ｈonorary Ｔreasurer.
Ｗe need as least 3 Ｇovernors to be present to form the Ｑuorum. Ｐroxy can be accepted for voting. Ｐroxy Ｆorm will be provided in a separate email.
b) Ｄiscuss amendments (if any) on the Ｍ&Ａ
c) Ｒeview the project plan on helping students with Ｌearning Ｄisabilities scheduled in Ａpril to Ｊune 2010.
d) Ｒeview the project plan on organizing Ｅnglish Ｔutoring course scheduled in Ｊune to Ａugust 2010.
e) Ａny other business.
Ｉt is also informed that all Ｆounder Ｍembers (Ｇovernors) are welcome to attend the meeting as observers.
Ｉf you would like to attend, please register a seat by informing Ｅdward Ｓin before noon Ｈong Ｋong time on Ｍarch 23, 2010.
Participants:
* Ronald Tong
* Eddie Wong
* Edward Sin
* Leung Chung Por
* Abraham Poon (observer)
*
Mar 11, 2010
#18: Minutes of Meeting on 10 March 2010
Minutes of the First General Meeting of the Grace Tutors 2010
Date: 10 March 2010
Venue: Hong Kong Medical Association Li Shu Pui Center
Attendants:
Edward Sin Wing Sang
Tong Tak Cheung
Wong Yih Sy
To Yiu Kwan
Leung Chung Por
Wong Kam Kau
Tim Yu
Chan Siu Hing
Mong Kar Keung
Philip Cheung Kok Kee
Chan Wan Ki, Winky
Yeung Pui Tak
Anna Fung Mrs.
Sarah Mak
Wong Kai Fan
Yim Chi Ming
Ambrose Tong
Poon Abraham
Apologies:
Tang Hau San,
Catherine Wong,
Billy Chow,
Lam Hon Yin,
Cheung Yin Fai,
Vienna Tse,
Li Sek Kwan
Minutes
1.
A. Progress Report given by Mr. Edward Sin : Including the school for students with visual impairment and the school for students with hearing impairment , so far, a total of 7 secondary schools and 2 primary schools have received our service.
B. We plan to serve Form 7 schools in the coming academic year (2010/2011) and also plan to provide English lessons during summer months (June to August 2010). Invitation has been sent and we are waiting for their answer.
C. Reimbursement for tutors will be arranged with cut-off at end of March.
2.
A. Tong Tak Cheung explained that owing to the fact the charity status has not yet been approved and the Limited Company not been set up, the meeting is not a regular company AGM. However, all decisions made can afterward be endorsed at an EGM when the company is fully set up.
B. TC Tong explained that according to the M&A, all Founder Members were automatically Governors. Among the Governors, they had to elect a Board of Governors. The minimum number of Governors in the Board must be sufficient to cover at least the 4 positions of Chairperson, Vice-Chairpersons, Hon. Secretary, Hon. Treasurer as stated in the M&A.
C. There could be more than 4 Governors in the Board, and there could be other office bearers as decided by the Board which could be added or subtracted as the Board considered appropriate.
3.
For administrative convenience at the initial setup of the company structure, individual members were consulted and their consent solicited with regards to office posts offered to them. Following was a list of likely candidates for the respective office bearers:
4.
As the officer bearers in the Board could not be voted by the Governors at the Board of Directors meeting to be arranged later, at this stage, the meeting could only elect Governors to serve in the Board. As such, the meeting voted the following Governors into the Board:
5.
AOB:
A. Web page design: The Ordi Ltd., an IT firm was contacted by TC Tong and a discussion has been made with this company regarding design of a web page for the Grace Tutors Ass. Ltd. TC Tong will pursue this issue with them asap. Chan Siu Hing, the newly elected I.T. Director will be informed of the progress and will duly input her advice and opinions.
B. Presentation of thank you cards prepared by students of SSCC to tutors concerned was given by Mr. Wong Yih Sy.
C. Anna Fung has consented to join as member and offers to contact qualified English teachers to help the English Division of the Association.
D. Yeung Pui Tak has consented to join as Tutor.
E. Date for the next meeting: to be decide later.
F. Meeting adjoined and Group photos taken.
Date: 10 March 2010
Venue: Hong Kong Medical Association Li Shu Pui Center
Attendants:
Edward Sin Wing Sang
Tong Tak Cheung
Wong Yih Sy
To Yiu Kwan
Leung Chung Por
Wong Kam Kau
Tim Yu
Chan Siu Hing
Mong Kar Keung
Philip Cheung Kok Kee
Chan Wan Ki, Winky
Yeung Pui Tak
Anna Fung Mrs.
Sarah Mak
Wong Kai Fan
Yim Chi Ming
Ambrose Tong
Poon Abraham
Apologies:
Tang Hau San,
Catherine Wong,
Billy Chow,
Lam Hon Yin,
Cheung Yin Fai,
Vienna Tse,
Li Sek Kwan
Minutes
1.
A. Progress Report given by Mr. Edward Sin : Including the school for students with visual impairment and the school for students with hearing impairment , so far, a total of 7 secondary schools and 2 primary schools have received our service.
B. We plan to serve Form 7 schools in the coming academic year (2010/2011) and also plan to provide English lessons during summer months (June to August 2010). Invitation has been sent and we are waiting for their answer.
C. Reimbursement for tutors will be arranged with cut-off at end of March.
2.
A. Tong Tak Cheung explained that owing to the fact the charity status has not yet been approved and the Limited Company not been set up, the meeting is not a regular company AGM. However, all decisions made can afterward be endorsed at an EGM when the company is fully set up.
B. TC Tong explained that according to the M&A, all Founder Members were automatically Governors. Among the Governors, they had to elect a Board of Governors. The minimum number of Governors in the Board must be sufficient to cover at least the 4 positions of Chairperson, Vice-Chairpersons, Hon. Secretary, Hon. Treasurer as stated in the M&A.
C. There could be more than 4 Governors in the Board, and there could be other office bearers as decided by the Board which could be added or subtracted as the Board considered appropriate.
3.
For administrative convenience at the initial setup of the company structure, individual members were consulted and their consent solicited with regards to office posts offered to them. Following was a list of likely candidates for the respective office bearers:
Chairperson
Wong Yih Sy
Vice-Chairpersons ( 2 )
Eddie Wong Kam Kau
Tong Tak Cheung
Hon. Secretary
Edward Sin Wing Sang
Hon. Treasurer
Philip Cheung Kwok Kee
Deputy Hon. Secretary
Yeung Pui Tak
Deputy Hon. Treasurer
Billy Chow Fong Wai
Head of Information Technology Division
Chan Siu Hing
Head of English for Primary School Division
Leung Chung Por
Head of English for Secondary School Division
(to be decided)
Head of Mathematics Division
(to be decided)
Head of Physics Division
Edward Sin
Head of Chemistry Division
Mong Kar Keung
Head of Biology Division
To Yiu Kwan
4.
As the officer bearers in the Board could not be voted by the Governors at the Board of Directors meeting to be arranged later, at this stage, the meeting could only elect Governors to serve in the Board. As such, the meeting voted the following Governors into the Board:
Wong Yih Sy
Eddie Wong Kam Kau
Tong Tak Cheung
Edward Sin Wing Sang
Philip Cheung Kwok Kee
Yeung Pui Tak
Billy Chow Fong Wai
Chan Siu Hing
Leung Chung Por
Mong Kar Keung
5.
AOB:
A. Web page design: The Ordi Ltd., an IT firm was contacted by TC Tong and a discussion has been made with this company regarding design of a web page for the Grace Tutors Ass. Ltd. TC Tong will pursue this issue with them asap. Chan Siu Hing, the newly elected I.T. Director will be informed of the progress and will duly input her advice and opinions.
B. Presentation of thank you cards prepared by students of SSCC to tutors concerned was given by Mr. Wong Yih Sy.
C. Anna Fung has consented to join as member and offers to contact qualified English teachers to help the English Division of the Association.
D. Yeung Pui Tak has consented to join as Tutor.
E. Date for the next meeting: to be decide later.
F. Meeting adjoined and Group photos taken.
# 17: Presentation of Thank-you Cards to tutors
Presentation to (Tutor) Mong Kar Keung
Presentation to (Tutor) Edward Sin
Presentation to (Tutor) Wong Kai Fan
Words of appreciation from (Chairman) Yih Sy Wong
# 16: Moro photos taken at the meeting
Mr. Edward Sin giving his progress report
From left to right:
Mr. Abraham Poon - supporter
Mr. Philip Cheung - Hon. Treasurer
Mr. Edward Sin - Hon. Secretary
Mr. Wong Yih Sy - Chairperson
Mr. Ambrose Tong - supporter
From left to right:
Mr. Leung Chung Por - Director for English language for Primary Schools
Mr. Abraham Poon - supporter
Mr. Edward Sin
From left to right:
Mr. Mong Kar Keung - Tutor
Miss Sarah Mak - Tutor
Miss Winky Chan - Tutor
Mr. Yeung Pui Tak - supporter and prospective Tutor
#15: Group photo taken at the general meeting of the Grace Tutors
Front row (from left): Sarah Mak, Eddie Wong, Yih Sy Wong, Ronald Tong, Chan Siu Hing, Anna Fung
Rear row (from left): Mong Kar Keung, Tim Yu, Edward Sin, Abraham Poon, Philip Cheung, To Yiu Kwan, Yeung Pui Tak, Wong Kai Fan, Ambrose Tong, Leung Chung Por, Yim Chi Ming
The general meeting took place at the Hong Kong Medical Association Li Shu Pui Center on the 10th March 2010. Executive positions were elected and future plan for the Association was proposed. The Directors for different academic subjects will form their own committees and design their tutorial format and lay out details of next academic year's teaching plan.
Feb 26, 2010
#14: First General Meeting on 10th March 2010
I am pleased to inform you that the first general meeting for the Grace Tutors and supporters will be held on the 10th March,2010 at the Hong Kong Medical Assocaition Central Club House.
Date: 10th March 2010
Time: 7:00 pm (Dinner starts at 7:30 pm)
Place:
Hong Kong Medical Association
(booked by Dr. Tong Tak Cheung, Ronald)
2nd floor, Chinese Club Building,
21-22 Connaught Road Central
中環干諾道中21-22號華商會所大廈
All founding members, supporters and prospective new members are invited.
Regards,
Ronald TC Tong
///////////////////////////
Participants:
* Yih Sy Wong
* Tong Tak Cheung
* Edward Sin
* PT Yeung
* Anna Fung
*
* To Yiu Kwan
* Leung Chung Por
* Eddie Wong
* Chan Siu Hing
* Tim Yu
* Mong Kar Keung
* Philip Cheung
* Winky Chan
* Ｓarah Ｍak
* Wong Kai Fan
*
* Ambrose Tong
* Yim Chi Ming
* Abraham Poon
*
Date: 10th March 2010
Time: 7:00 pm (Dinner starts at 7:30 pm)
Place:
Hong Kong Medical Association
(booked by Dr. Tong Tak Cheung, Ronald)
2nd floor, Chinese Club Building,
21-22 Connaught Road Central
中環干諾道中21-22號華商會所大廈
All founding members, supporters and prospective new members are invited.
Regards,
Ronald TC Tong
///////////////////////////
Participants:
* Yih Sy Wong
* Tong Tak Cheung
* Edward Sin
* PT Yeung
* Anna Fung
*
* To Yiu Kwan
* Leung Chung Por
* Eddie Wong
* Chan Siu Hing
* Tim Yu
* Mong Kar Keung
* Philip Cheung
* Winky Chan
* Ｓarah Ｍak
* Wong Kai Fan
*
* Ambrose Tong
* Yim Chi Ming
* Abraham Poon
*
Feb 24, 2010
#13: Next General Meeting for the Grace Tutors
Hi, Kung Hei Fat Choy to you all,
In the interest of time, Edward and myself took the liberty to have decided that the Chinese name for the organization will be 學濟社有限公司 and the English name Grace Tutors Association Ltd.
As the setting up of the charity association requires that we should have a one year plan for future work, I propose that we shall hold a general meeting (something like last time at CRC) at the Hong Kong Medical Association Club on Connaught Road Central in Central to formally nominate and vote for ex-officio's for the Board of Governors. All founding members or prospective members are welcome to attend.
At that meeting, we shall also establish different Suject Directors who will be responsible to organise their own committee to design tutorial formats and teaching materials for later use.
The subjects of teaching include all the science subjects together with English language and mathematics for both primary and secondary school students.
Edward and myself will keep you informed in due time.
Cheers and have a successful and rewarding Year of the Tiger,
Ronald T C Tong
In the interest of time, Edward and myself took the liberty to have decided that the Chinese name for the organization will be 學濟社有限公司 and the English name Grace Tutors Association Ltd.
As the setting up of the charity association requires that we should have a one year plan for future work, I propose that we shall hold a general meeting (something like last time at CRC) at the Hong Kong Medical Association Club on Connaught Road Central in Central to formally nominate and vote for ex-officio's for the Board of Governors. All founding members or prospective members are welcome to attend.
Address of Hong Kong Medical Association
2nd floor, Chinese Club Building,
21-22 Connaught Road Central
中環干諾道中21-22號華商會所大廈
At that meeting, we shall also establish different Suject Directors who will be responsible to organise their own committee to design tutorial formats and teaching materials for later use.
The subjects of teaching include all the science subjects together with English language and mathematics for both primary and secondary school students.
Edward and myself will keep you informed in due time.
Cheers and have a successful and rewarding Year of the Tiger,
Ronald T C Tong
Feb 16, 2010
#12: English tutoring course
We have a plan to conduct English tutoring course in June to August 2010, which will help Chinese school students in particular to catch up with their English standard to pave their way for higher education.
Ｅlaborating a bit:
a) Ｆor Ｅnglish Ｏral, we can teach pronunciation, conversational tone, use of short sentences, use of colloquial words.
b) Ｆor Ｅnglish vocabulary, we can teach the language development (how Ｅnglish language was derived from in the language tree), word prefix and suffix (like Ｃhinese radicals), some troublesome words.
c) Ｆor Ｅnglish grammar, we can teach sentence structure (there is a limited variety) of simple and compound sentences.
d) Ｆor Ｅnglish writing skills, we can teach composition, different writing styles.
At this stage, we plan to have about 16 lessons for the whole course, with 2 lessons on pronunciation, 2 on vocabulary, 2 on grammar, 3 on reading practice, 3 on writing practice, and 4 on oral and presentation practice.
We believe that, as soon as the Ｅnglish foundation is well-anchored, students can learn on their own.
Ｔhey can take forth the knowledge to pursue the Ｕse of Ｅnglish course in Ａdvanced Ｌevel Ｅxamination, the Scholastic Aptitude Test, or to apply to universities, community college, vocational training or at job interview. Future development is entirely on their own.
Regards,
Edward Sin
Ｅlaborating a bit:
a) Ｆor Ｅnglish Ｏral, we can teach pronunciation, conversational tone, use of short sentences, use of colloquial words.
b) Ｆor Ｅnglish vocabulary, we can teach the language development (how Ｅnglish language was derived from in the language tree), word prefix and suffix (like Ｃhinese radicals), some troublesome words.
c) Ｆor Ｅnglish grammar, we can teach sentence structure (there is a limited variety) of simple and compound sentences.
d) Ｆor Ｅnglish writing skills, we can teach composition, different writing styles.
At this stage, we plan to have about 16 lessons for the whole course, with 2 lessons on pronunciation, 2 on vocabulary, 2 on grammar, 3 on reading practice, 3 on writing practice, and 4 on oral and presentation practice.
We believe that, as soon as the Ｅnglish foundation is well-anchored, students can learn on their own.
Ｔhey can take forth the knowledge to pursue the Ｕse of Ｅnglish course in Ａdvanced Ｌevel Ｅxamination, the Scholastic Aptitude Test, or to apply to universities, community college, vocational training or at job interview. Future development is entirely on their own.
Regards,
Edward Sin
Feb 14, 2010
#11: HKU Brick Donation
Please be informed that we have donated two bricks to HKU to be mounted on the HKU Centennial Wall to commemorate the inauguration of Grace Tutors Association Limited.
Ｂrick 1
The following organizers have jointly donated a brick to HKU for its Centennial Development project.
學 * 黃 唐 王 陳 戴 余 張
濟 * 逸 德 鑑 婉 德 錦 國
社 * 思 彰 球 玲 正 添 棋
WONG Yih Sy --- Friend of HKU
TONG Tak Cheung --- MBBS 73
WONG Kam Kau, Eddie --- Friend of HKU
Catalina Chan --- Master of Education 2000
Tai Tak Ching --- Master of Education 1991
YU Kam Tim --- BSc 72
Philip Cheung --- Friend of HKU
Ｂrick 2
Another group of St. Paul's College graduates who supports the formation of Grace Tutors Association Limited (as they provided the greatest number of tutors) have jointly donated a brick as follows:
Brick inscrption:
學 A B C D E F G 聖
濟 A B C D E F G 保
社 A B C D E F G 羅
AAA = 鄒耀華 CHOW Yiu Wah, Philip (ＢＳc 71)
BBB = 鍾業華 CHUNG Yip Wah (ＢＳc 71)
CCC = 吳能明 WU Lang Meng, Anthony (ＢＳc 71)
DDD = 謝錫恩 TSE Sik Yan (ＢＳc 73, Ｐresident of ＨＫＵ Ａlumni Ａssociation)
EEE = 嚴志明 YIM Chi Ｍing (BSc (Eng) 72)
FFF = 冼永生 SIN Wing Sang, Ｅdward (ＢＳc 71)
GGG = 盧乃本 Dr. LO Ni Boon, Peter (Friend of HKU)
Ｂrick 1
The following organizers have jointly donated a brick to HKU for its Centennial Development project.
學 * 黃 唐 王 陳 戴 余 張
濟 * 逸 德 鑑 婉 德 錦 國
社 * 思 彰 球 玲 正 添 棋
WONG Yih Sy --- Friend of HKU
TONG Tak Cheung --- MBBS 73
WONG Kam Kau, Eddie --- Friend of HKU
Catalina Chan --- Master of Education 2000
Tai Tak Ching --- Master of Education 1991
YU Kam Tim --- BSc 72
Philip Cheung --- Friend of HKU
Ｂrick 2
Another group of St. Paul's College graduates who supports the formation of Grace Tutors Association Limited (as they provided the greatest number of tutors) have jointly donated a brick as follows:
Brick inscrption:
學 A B C D E F G 聖
濟 A B C D E F G 保
社 A B C D E F G 羅
AAA = 鄒耀華 CHOW Yiu Wah, Philip (ＢＳc 71)
BBB = 鍾業華 CHUNG Yip Wah (ＢＳc 71)
CCC = 吳能明 WU Lang Meng, Anthony (ＢＳc 71)
DDD = 謝錫恩 TSE Sik Yan (ＢＳc 73, Ｐresident of ＨＫＵ Ａlumni Ａssociation)
EEE = 嚴志明 YIM Chi Ｍing (BSc (Eng) 72)
FFF = 冼永生 SIN Wing Sang, Ｅdward (ＢＳc 71)
GGG = 盧乃本 Dr. LO Ni Boon, Peter (Friend of HKU)
Feb 6, 2010
#10: Ｇroup Ｐhoto of all participants
Front row (left): Vienna Tse, Faith Cheung, Janice Yip, Sarah Mak, Catalina Chan, Catherine Wong, Florence Ip, Nancy Kok
Black row (left): Eddie Wong, P.T. Yeung, Leung Chung Bor, To Yiu Kwan, Yih Sy Wong, Edward Sin, Hymen Lam, Billy Chow Fong Wai, Ronald Tong Tak Cheung
#6: Ｍeeting at ＣＲＣ
The dinner party at the Chinese Recreation Club for the Grace Tutors was a success. After much sharing and discussion, it was agreed that a charity organization for providing free after-school tuition for under-privileged school kids was to be formed. The name of the organization will be decided at a later date. The legal advisor said that it will take 6 months for the government to approve its charity status.
Please continue to show your support and you are most welcome to join our organization at your convenience.
Please contact Edward Sin or Tong Tak Cheung by email or phone.
Please continue to show your support and you are most welcome to join our organization at your convenience.
Please contact Edward Sin or Tong Tak Cheung by email or phone.
Feb 1, 2010
#5: The Crew of Grace Tutors
School 1 (in Pokfulam):
Mathematics --- Edward Sin
Mathematics --- Cheung Yuk
School 2 (in Diamond Hill):
Mathematics --- Edward Sin
Mathematics Assessment --- Francis Tsang
School 3 (in Pokfulam):
Ｅnglish --- Ｄaniel Ｈo & Ｖienna Ｔse
Ｍathematics --- Ｈymen Ｌam
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｍong Ｋar Ｋeung
Ｂiology --- Ｗong Ｋai Ｆan
School 4 (in Chai Wan):
Ｅnglish -- Ｖienna Ｔse
Ｍathematics --- Ｈymen Ｌam
Ａ. Ｍathematics --- Ｌi Ｓek Ｋwan
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｂiology --- Ｔse Ｓik Ｙan
School 5 (in Pokfulam):
Ｅnglish --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｍathematics --- Ｙeung Ｓau Ｃhun
Ｍathematics --- Yim Chi Ming
School 6 (in North Point):
Ｅnglish --- Ｃatherine Ｗong
Ｍathematics --- Ｙim Ｃhi Ｍing
School 7 (in Sham Shui Po):
Ｅnglish --- Ｖienna Ｔse
Ｍathematics --- Ｆrancis Ｔsang
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｍong Ｋa Ｋeung
Ｂiology --- Ｔo Ｙiu Ｋwan
School 8 (in Wong Tai Sin):
Ｅnglish --- Ｌo Ｗai Ｓum
Ｍathematics --- Ｈymen Ｌam
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｂiology --- Ｃatherine Ｗong
School 9 (in Wong Chuk Hang):
Ｅnglish class 1 --- Daniel Ho
English class 2 --- Edward Sin
English class 3 --- Catherine Wong
Ｍathematics --- Ｈ.Ｓ. Ｔang
Ｐhysics --- Ｅdward Ｓin
Ｂiology --- Ｔse Ｓik Ｙan
Ｆor student-prisoners at Ｃorrectional Ｓervices Ｄepartment:
Ｅdward Ｓin
Ｗinky Ｃhan
Ｓarah Ｍak
Mathematics --- Edward Sin
Mathematics --- Cheung Yuk
School 2 (in Diamond Hill):
Mathematics --- Edward Sin
Mathematics Assessment --- Francis Tsang
School 3 (in Pokfulam):
Ｅnglish --- Ｄaniel Ｈo & Ｖienna Ｔse
Ｍathematics --- Ｈymen Ｌam
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｍong Ｋar Ｋeung
Ｂiology --- Ｗong Ｋai Ｆan
School 4 (in Chai Wan):
Ｅnglish -- Ｖienna Ｔse
Ｍathematics --- Ｈymen Ｌam
Ａ. Ｍathematics --- Ｌi Ｓek Ｋwan
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｂiology --- Ｔse Ｓik Ｙan
School 5 (in Pokfulam):
Ｅnglish --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｍathematics --- Ｙeung Ｓau Ｃhun
Ｍathematics --- Yim Chi Ming
School 6 (in North Point):
Ｅnglish --- Ｃatherine Ｗong
Ｍathematics --- Ｙim Ｃhi Ｍing
School 7 (in Sham Shui Po):
Ｅnglish --- Ｖienna Ｔse
Ｍathematics --- Ｆrancis Ｔsang
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｍong Ｋa Ｋeung
Ｂiology --- Ｔo Ｙiu Ｋwan
School 8 (in Wong Tai Sin):
Ｅnglish --- Ｌo Ｗai Ｓum
Ｍathematics --- Ｈymen Ｌam
Ｐhysics --- Ｅdward Ｓin
Ｃhemistry --- Ｈung Ｃhi Ｗah, Ｔeresa
Ｂiology --- Ｃatherine Ｗong
School 9 (in Wong Chuk Hang):
Ｅnglish class 1 --- Daniel Ho
English class 2 --- Edward Sin
English class 3 --- Catherine Wong
Ｍathematics --- Ｈ.Ｓ. Ｔang
Ｐhysics --- Ｅdward Ｓin
Ｂiology --- Ｔse Ｓik Ｙan
Ｆor student-prisoners at Ｃorrectional Ｓervices Ｄepartment:
Ｅdward Ｓin
Ｗinky Ｃhan
Ｓarah Ｍak
Jan 28, 2010
#4: Final Call for participation in the coming dinner party at CRC
Dear Tutors and friends,
The dinner meeting on the 5th Feb.(Friday) at 7 pm at the Chinese Recreation Club is coming soon. As this is the time when restaurants are very busy for Year End dinners, I hope those who have not yet made known their will to come please notify Edward or myself at drtctong@gmail.com so that I can finalize the size of our party with the Club.
The agenda of the meeting as previously highlighted by Edward will be on experience sharing and explanation of the charity organization that we are going to form.
I assure you that there will not be much liability or stress if you get involved as we, as retirees or semi-retirees, need to have adequate time to enjoy ourselves.
There will be red wine and Chinese food. All will be on me and that is my honour.
Ronald TC Tong
The dinner meeting on the 5th Feb.(Friday) at 7 pm at the Chinese Recreation Club is coming soon. As this is the time when restaurants are very busy for Year End dinners, I hope those who have not yet made known their will to come please notify Edward or myself at drtctong@gmail.com so that I can finalize the size of our party with the Club.
The agenda of the meeting as previously highlighted by Edward will be on experience sharing and explanation of the charity organization that we are going to form.
I assure you that there will not be much liability or stress if you get involved as we, as retirees or semi-retirees, need to have adequate time to enjoy ourselves.
There will be red wine and Chinese food. All will be on me and that is my honour.
Ronald TC Tong
Jan 25, 2010
#3: Meeting to brief about the Association
Discussion meeting
Date: Feb 5, 2010
Time: 7:00 pm
Venue: Chinese Recreation Club
Participants of dinner on Feb 5
* Tong Tak Cheung, Ronald
* Janice Yip
* P.T. Yeung
* Billy Chow Fong Wai
* Edward Sin
*
* Eddie Wong
* Li Sek Kwan
* Catherine Wong
* Hymen Lam
* To Yiu Kwan
*
* Vienna Tse
* Catalina Chan
* Sarah Mak
* Nancy Kok
* Leung Chung Bor
*
* Florence Ip
* Faith Cheung
* Yih Sy Wong
*
//////////////////////////////////////
Since September 2009, the idea of providing free tutoring service to help needy students has grown from scratch and has mushroomed to the present stage within 4 months.
It started with one person (called person "A") giving free tutoring to students with visual impairment, later expanded to students with hearing impairment, all within the sponsorship of a small donation from 5 separate individuals.
The idea was divulged by person "A" to a group of classmates during a class re-union on November 4, 2009.
Another classmates (called person "B") who had been doing similar service on a small scale at a Christian body to students from poor families invited person A to dinner with his charity group for experience sharing.
At the experience sharing dinner on December 4, 2009, person "C" who have been keen to sponsor charity projects made an impromptu decision to sponsor the charity project to be run at a number of pilot schools.
Immediately the first pilot school was selected. The pilot school Principal (person "D") identified students from poor families needing help on tutoring and the subjects that need help. The students are Form 5 students taking the Hong Kong Certificate of Education Examination (HKCEE, 香港中學會考) in 2010, which examination would not be offered any more after 2010.
Person A quickly found tutors for each of the subjects (Mathematics, Physics, Chemistry, Biology, English). Classes have begun for almost a month and all parties (including persons "A", "B", "C", "D", tutors and students) are calling it a success.
Very quickly, in January, three more schools were selected and tutors were found and matched to the schools.
Up till now, we have been communicating a lot by email and telephone.
It is time for a face-to-face meeting.
A discussion meeting will be held at the Chinese Restaurant of Chinese Recreation Club ("CRC") on Feb 5, 2010 at 7:00 pm
Discussion topics include but not limited to the following:
a) Person to explain the rationale in setting up the Association
b) Person to explain the funding side
c) Person to explain on the current tutoring service being provided at a number of schools.
d) Person to explain on the draft legal documents
Hope you will attend the discussion meeting.
/////////////////////////////////////////
Tong Tak Cheung，Ronald said...
We are honoured to have invited Mr. Peter Sit, Senior Partner of the Sit, Fung, Kwong and Solicitors to be our Legal Advisor. Mr. Sit or his delegate, Miss Janice Yip (solicitor who drafted the M&A) will come to our dinner-meeting at CRC on the 5th Feb.
/////////////////////////////////////////////
Tong Tak Cheung，Ronald said...
Mr. P.T. Yeung, a retired banker who has had administrative experience or acting as Secretary General of another NGO style charity association, has consented to join us as Founder Member.
Mr. Billy Chow Fong Wai, a retired Finance Controller from the Hospital Authority has also kindly consented to join us as a Founder Member and wishes to offer his help as Accounting and Finance advisor.
Date: Feb 5, 2010
Time: 7:00 pm
Venue: Chinese Recreation Club
香港中華游樂會
香港大坑銅鑼灣道123號
CHINESE RECREATION CLUB, HONG KONG
123 TUNG LO WAN RD, TAI HANG, H.K.
電話: 2577-7376
Participants of dinner on Feb 5
* Tong Tak Cheung, Ronald
* Janice Yip
* P.T. Yeung
* Billy Chow Fong Wai
* Edward Sin
*
* Eddie Wong
* Li Sek Kwan
* Catherine Wong
* Hymen Lam
* To Yiu Kwan
*
* Vienna Tse
* Catalina Chan
* Sarah Mak
* Nancy Kok
* Leung Chung Bor
*
* Florence Ip
* Faith Cheung
* Yih Sy Wong
*
//////////////////////////////////////
Since September 2009, the idea of providing free tutoring service to help needy students has grown from scratch and has mushroomed to the present stage within 4 months.
It started with one person (called person "A") giving free tutoring to students with visual impairment, later expanded to students with hearing impairment, all within the sponsorship of a small donation from 5 separate individuals.
The idea was divulged by person "A" to a group of classmates during a class re-union on November 4, 2009.
Another classmates (called person "B") who had been doing similar service on a small scale at a Christian body to students from poor families invited person A to dinner with his charity group for experience sharing.
At the experience sharing dinner on December 4, 2009, person "C" who have been keen to sponsor charity projects made an impromptu decision to sponsor the charity project to be run at a number of pilot schools.
Immediately the first pilot school was selected. The pilot school Principal (person "D") identified students from poor families needing help on tutoring and the subjects that need help. The students are Form 5 students taking the Hong Kong Certificate of Education Examination (HKCEE, 香港中學會考) in 2010, which examination would not be offered any more after 2010.
Person A quickly found tutors for each of the subjects (Mathematics, Physics, Chemistry, Biology, English). Classes have begun for almost a month and all parties (including persons "A", "B", "C", "D", tutors and students) are calling it a success.
Very quickly, in January, three more schools were selected and tutors were found and matched to the schools.
Up till now, we have been communicating a lot by email and telephone.
It is time for a face-to-face meeting.
A discussion meeting will be held at the Chinese Restaurant of Chinese Recreation Club ("CRC") on Feb 5, 2010 at 7:00 pm
Discussion topics include but not limited to the following:
a) Person to explain the rationale in setting up the Association
b) Person to explain the funding side
c) Person to explain on the current tutoring service being provided at a number of schools.
d) Person to explain on the draft legal documents
Hope you will attend the discussion meeting.
/////////////////////////////////////////
Tong Tak Cheung，Ronald said...
We are honoured to have invited Mr. Peter Sit, Senior Partner of the Sit, Fung, Kwong and Solicitors to be our Legal Advisor. Mr. Sit or his delegate, Miss Janice Yip (solicitor who drafted the M&A) will come to our dinner-meeting at CRC on the 5th Feb.
/////////////////////////////////////////////
Tong Tak Cheung，Ronald said...
Mr. P.T. Yeung, a retired banker who has had administrative experience or acting as Secretary General of another NGO style charity association, has consented to join us as Founder Member.
Mr. Billy Chow Fong Wai, a retired Finance Controller from the Hospital Authority has also kindly consented to join us as a Founder Member and wishes to offer his help as Accounting and Finance advisor.
#2: Founder Members
Invitation is being sent to invite all existing tutors and a number of interested persons to become Founder Members.
Persons registered to join as Founder Members:
Mr. Wong Yih Sy - retired
Mr. Tong Tak Cheung - physician
Mr. Yeung Pui Tak - investment advisory
Mr. Billy Chow - retired
Mr. Edward Sin - tutor
Mr. Eddie Wong - retired
Mr. Philip Cheung - trader
Mr. Hymen Lam - tutor
Mr. Mong Kar Keung - tutor
Mr. Wong Kai Fan - tutor
Mr. Tse Sik Yan - tutor
Ms. Vienna Tse - tutor
Ms. Catherine Wong - tutor
Mr. Yim Chi Ming - tutor
Ms. Faith Cheung - tutor
Ms. Sarah Mak - tutor
Ms. Catalina Chan - school principal
Ms. Nancy Kok - retired
Mr. Leung Chung Bor, David - retired
Mr. To Yiu Kwan - tutor
Mr. Cheung Yuk - tutor
Mr. Li Sek Kwan - tutor
Mr. Yu Kam Tim - retired
Ms. Chan Siu Hing - retired
Ms. Winky Chan - tutor
Ms. H.S. Tang - tutor
Mr. Tong Tsz Chiu Ambrose - tutor
Mrs. Fung Yee Yee, Anna - tutor
Mr Chan Chiu Kit, Jeremy - tutor
Persons registered to join as Founder Members:
Mr. Wong Yih Sy - retired
Mr. Tong Tak Cheung - physician
Mr. Yeung Pui Tak - investment advisory
Mr. Billy Chow - retired
Mr. Edward Sin - tutor
Mr. Eddie Wong - retired
Mr. Philip Cheung - trader
Mr. Hymen Lam - tutor
Mr. Mong Kar Keung - tutor
Mr. Wong Kai Fan - tutor
Mr. Tse Sik Yan - tutor
Ms. Vienna Tse - tutor
Ms. Catherine Wong - tutor
Mr. Yim Chi Ming - tutor
Ms. Faith Cheung - tutor
Ms. Sarah Mak - tutor
Ms. Catalina Chan - school principal
Ms. Nancy Kok - retired
Mr. Leung Chung Bor, David - retired
Mr. To Yiu Kwan - tutor
Mr. Cheung Yuk - tutor
Mr. Li Sek Kwan - tutor
Mr. Yu Kam Tim - retired
Ms. Chan Siu Hing - retired
Ms. Winky Chan - tutor
Ms. H.S. Tang - tutor
Mr. Tong Tsz Chiu Ambrose - tutor
Mrs. Fung Yee Yee, Anna - tutor
Mr Chan Chiu Kit, Jeremy - tutor
#1: Memorandum of Association
THE COMPANIES ORDINANCE (CHAPTER 32)
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
MEMORANDUM OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
_____________________________
1st. The name of the Company is “GRACE TUTORS ASSOCIATION LIMITED 學濟社有限公司” (hereinafter referred to as “the Association”).
2nd. The registered office of the Association will be situated in the Hong Kong Special Administrative Region (hereinafter referred to as “Hong Kong”).
3rd. The objects for which the Association is established are:-
1. To relieve poverty.
2. To design, devise, plan, construct and conduct either independently or jointly with other organizations face-to-face training programs and electronic-learning platforms that are innovative and educational for the use and benefit of children and youths in Hong Kong.
3. To establish, maintain, operate and superintend in the establishment, maintenance, operation and supervision of information and communications technologies platforms and communities of practice and learning for the use and benefit of children and youths in Hong Kong.
4. To provide for the delivery and the holding of lectures, exhibitions, public meeting, classes, group discussions and conferences through face-to-face and online formats directly or indirectly to children and youths in Hong Kong for educational purposes on a non-profit making basis.
5. To establish, maintain, operate and manage either independently or jointly with other charitable organisations non-profit making children centres, youth centres, tutorial centres and/or community centres in Hong Kong for charitable purposes and to enter into or adopt any agreement or arrangement with such charitable organisations.
6. To organise, promote, participate and carry out sports, educational and/or recreational activities in Hong Kong for promoting the harmony and health of the community on a non-profit making basis.
7. To provide non-profit making vocational, scientific, technical, training and other educational programmes for charitable purposes.
8. To provide books, equipments and student facilities to non-profit making children centres, youth centres, tutorial centres, community centres, schools, colleges and universities for charitable purposes.
9. To establish, promote and maintain libraries, reading and writing rooms and to furnish the same respectively with books, reviews, magazines, newspapers, and other publications on a non-profit making basis.
10. To print and publish any newspapers, periodicals, books or leaflets for the promotion of the objects of the Association.
11. In furtherance of the objects of the Association, to take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the form of donations, annual subscriptions, or otherwise.
12. To provide financial assistance and to grant subsidies to and endow educational charities, scholarships, non-profit making fellowships and bursaries for the education and training of individuals or groups of individuals who are in need of such assistance or who through merit are deserving of such assistance in Hong Kong and elsewhere.
13. General to support subscribe to any non-profit making educational or charitable body to further its objects and to take such steps by personal or written appeals, public campaigns, meetings, exhibitions, broadcasts or otherwise as may from time to time be deemed necessary or expedient for the purpose of raising funds for or promoting or advertising the objects of the Association in Hong Kong and elsewhere.
14. To apply to government departments, government authorities or other public bodies in Hong Kong and the People’s Republic of China or to corporations, companies or persons for, and to accept grants of money, land, donations, gifts, subscriptions, contracts, rights, privileges, concessions and other assistance for promoting the objects of the Association and to discuss and negotiate with them schemes of research and other work and matters within the objects of the Association and to conform to any proper conditions upon which such grants and other payments may be made.
15. In furtherance of the objects of the Association, to purchase, build, take on lease or in exchange, hire or otherwise acquire any real or personal estate or property, and in particular any land, buildings, workshops, apparatus, appliances and any rights or privileges necessary or convenient for the objects of the Association and to construct, erect, alter, improve, and maintain any buildings which may be from time to time required for the objects of the Association and to manage, develop, sell, demise, let, lend, mortgage, dispose of, turn to account or otherwise deal with all or part of the same with a view to the promotion of the objects of the Association.
16. In furtherance of the objects of the Association, to obtain vacant possession of any building or buildings or any land or lands belonging to the Association, and to apply to any court or tribunal of competent jurisdiction for such purpose, to pay compensation therefor, to demolish the same and to lay out and prepare for building purposes any land or lands belonging to or in which the Association is interested, either as owners or lessees.
17. To pay all expenses, preliminary or incidental to the formation of the Association and its registration.
18. In furtherance of the objects of the Association, to undertake and execute any trusts or any agency which may lawfully be undertaken by the Association.
19. In furtherance of the objects of the Association, to receive money on deposit or loan and borrow or raise money by subscription or other lawful means in such reasonable and prudent manner as the Association shall think fit, and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, debenture, lien or other security upon all or any of the property or assets of the Association (whether present or future), and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Association of any obligation or liability it may undertake or which may become binding on it.
20. To draw, make, accept, endorse, discount, negotiate, execute, and issue bills of exchange, promissory notes, and other negotiable or transferable instruments.
21. In furtherance of the charitable objects but not otherwise, to invest and deal with the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property and in such reasonable and prudent manner as may be determined by the Association and to lend and advance money and to give credit to such persons and on such terms and conditions as may from time to time be determined provided that clear policies and tight internal control shall be adopted by the Association on advancing moneys and granting loans.
22. To obtain any order in Court, enactment or Ordinance for enabling the Association to carry out any of its objects and to oppose any proceedings or applications which is calculated directly to prejudice the Association’s interests.
23. In furtherance of the objects of the Association, to establish, promote or assist in establishing or promoting and to subscribe to or become a member of any other charitable association, company, association, or institution whose objects are similar to the objects of the Association. Provided that none of the funds of the Association shall subscribe to any organization which does not prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of the 4th Clause hereof.
24. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, to employ and pay such architects, surveyors, solicitors, accountants, doctors, nurses and other professional persons as are necessary for the objects of the Association.
25. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, to employ or appoint officers, tutors, workmen, clerks, staff, servants or otherwise whether or not on remuneration, costs or fees on such terms and generally as shall be deemed necessary or expedient for the accomplishment of the objects of the Association.
26. To take such legal proceedings or other lawful steps as may from time to time be necessary for the protection of the name or properties or assets or activities of the Association.
27. To do all such other lawful things as may be incidental to or conducive to the attainment of the above objects or any of them.
Provided that:-
1. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such reasonable and prudent manner as allowed by law, having regard to such trusts.
2. The objects of the Association 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.
4th. The income and property of the Association, howsoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise however by way of profit to the Members of the Association.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at the rate of not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollars loans per year; but so that no member of the Board of Governors or governing body of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of the Board of Governors or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Governors or governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital or shall not control more than one-hundredth part of the votes of such company, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
5th. The liability of the Members is limited.
6th. Every Member of the Association undertakes to contribute to the assets of the Association, in the event of its being wound up while he is a Member, or within one year after he ceased to be a Member, for payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and of 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 One Hundred Dollars.
7th. If upon the winding up or dissolution of the Association where remains, after the satisfaction of all its debts and liabilities, any property 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 or institutions, having objects similar to the objects of the Association, 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 Association under or by virtue of the 4th Clause hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and in default thereof by a Judge of the High Court of the 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.
WE, the several persons whose names and addresses are given below, wish to form a company, in pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of Signatories
1. Name : TONG TAK CHEUNG （唐德彰）
Address :
Description :
Signature :
2. Name : SIN WING SANG EDWARD (冼永生)
Address :
Description :
Signature :
3. Name : WONG YIH SY (黃逸思)
Address :
Description :
Signature :
__________________________________________________________________________________
Dated the day of 2010
Witness to the above signatures:
Name :
Address : 18th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central,
Hong Kong
Description : Solicitor, Hong Kong SAR
Signature :
THE COMPANIES ORDINANCE (CHAPTER 32)
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
ARTICLES OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
_____________________________
Definitions
1. In the construction of these presents the following words and expressions shall have the following meanings respectively unless there be something in the subject matter or context repugnant thereto.
“The Ordinance” means the Companies Ordinance Cap. 32.
“The Association” means GRACE TUTORS ASSOCIATION LIMITED 學濟社有限公司.
“The Board” means the Board of Governors for the time being of the Association.
“In writing” and “written” include printing, lithography, photography, typewriting, telex, telegraph, of all kinds and all other modes of representing or reproducing words in enduring visible form.
“Founder Members” means the signatories to the Memorandum of Association of the Association for the time being of the Association.
Words which have a special meaning assigned to them in the Ordinance have the same meaning in these presents.
Words importing the singular number include the plural, and the converse applies.
Words importing males include females.
Words importing persons include corporations.
“Notice” includes all written communications to Members.
“These presents” means the Articles of Association for the time being of the Association.
Members
2. The number of Members with which the Association proposes to be registered is twenty but the Board may from time to time register an increase of Members.
3. The Association is established for the objects expressed in the Memorandum of Association.
4. (a) The Founder Members and such other persons as the Board shall admit to membership shall be Members. Subject thereto and as hereinafter mentioned it shall rest with the Board to determine the terms and conditions on which Members shall from time to time be admitted, and the Board may from time to time create different classes of membership, attaching to such classes such terms and conditions as they may deem expedient.
(b) No person shall be admitted to membership of the Association unless he is invited to be a Member or unless an application for membership shall have been signed by him or it or on his or its behalf setting out such particulars as the Board shall require.
(c) The Board shall in all cases have absolute discretion in deciding whether any person shall or shall not be admitted to membership of the Association.
(d) The Founder Members shall become Members on the incorporation of the Association without having to apply for such admission.
5. Any Member may resign from the Association by giving one calendar month’s notice in writing to the Secretary at any time and upon the expiry of such notice, such Member shall cease to be a Member.
6. Any Member may at any time be removed from the Association by resolution of the Board or by ordinary resolution of the Members of the Association in general meeting.
7. The rights of any Member shall be personal and shall not be transferable and shall cease if he shall voluntarily relinquishes his membership in the Association or if he shall compound with his creditors or if he shall become lunatic or of unsound mind or if he shall cease to retain the qualifications on the ground of which the Member was admitted to membership.
The Board of Governors
8. (a) A Governor must be a Member of the Association.
(b) The number of Governors shall be not less than two and more than twenty.
9. The person as determined by the Founder Members and named in the incorporation form of the Association shall be the first Governors of the Association.
10. The Board shall have power at any time, and from time to time, to appoint any other qualified person as a Governor either to fill a casual vacancy or as addition to the existing Governors, but so that the total number of Governors shall not at any time exceed the number fixed in accordance with these Articles.
11. The Association may by ordinary resolution remove any Governor before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Association and such Governor. The Association may by ordinary resolution appoint another Member in place of a Governor removed from office, and without prejudice to the powers of the Governors, the Association may by ordinary resolution appoint any Member of the Association to be a Governor either to fill a casual vacancy or as an additional Governor.
12. At every annual general meeting of the Association all the Governors shall retire from office but they shall be eligible for re-election. The Association may at the general meeting at which any Governor retires in manner aforesaid fill up the vacated office by electing a person thereto and in default the retiring Governor shall be deemed to have been re-elected unless at such meeting it is resolved not to fill up such vacated office
13. No person other than a Governor retiring at the meeting shall unless recommended by the Board be eligible for election to the office of Governor at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for the meeting, there shall have been lodged at the registered office of the Association or given to the Secretary notice in writing, signed by 2 Members duly qualified to attend and vote at the meeting for which such notice is give, of their intention to propose such Member for election, and also notice in writing signed by that Member of his willingness to be elected.
Powers and Duties of the Board
14. The operation of the Association shall be managed by the Board, who may pay all expenses incurred in setting up and registering the Association, and may exercise all such powers of the Association as are not by the Ordinance, or by these Articles, required to be exercised by the Association in general meeting, but subject nevertheless to these Articles, to the provisions of the Ordinance, and to such regulations, being not inconsistent with these Articles or with the provisions of the Ordinance, as may be prescribed by the Association in general meeting. No regulation made by the Association in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
15. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
16. The Board shall cause minutes to be made in books provided for the purpose:-
1. of all appointments of officers made by the Board;
2. of the names of the Governors present at each meeting of the Board and of any committee of the Board;
3. of all resolutions and proceedings at all meetings of the Association, and of the Board, and of any committee of the Board.
17. Any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.
18. A resolution in writing signed by all Governors or by all members of any committee of the Board shall be as valid and effectual as if it had been passed in a meeting of the Board or of any committee of the Board, as the case may be, duly convened and constituted.
Disqualifications
19. The office of Governor shall be vacated, if any Governor:-
(a) shall cease to be a Member; or
[(b) holds any office of profit under the Associations; or]
(c) becomes bankrupt; or
4. becomes prohibited from being a Governor of a company by reason of any disqualification order made under the Ordinance; or
5. is found lunatic or becomes of unsound mind; or
6. is removed by the Members; or
7. resigns his office by one calendar month’s notice in writing to the Association; or
8. is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 162 of the Ordinance and/or these Articles.
No Governor shall be required to vacate office or be ineligible for re-election and no person shall be ineligible for appointment as a Governor by reason only of his having attained any particular age.
Proceedings of the Board
20. The Board may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes, in case of any equality of votes the Chairman shall have a second or casting vote. Any Governor may, and the Secretary on the requisition of a Governor shall, at any time summon a meeting of the Board.
21. The quorum necessary for the transaction of business may be fixed by the Board from time to time, and unless so fixed shall, when the number of Governors exceeds 3, be 3 and shall, when the number of Governors does not exceed 3, be 2.
22. The continuing Governors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by, or pursuant to, the regulations of the Association, as the necessary quorum, the continuing Governors may act for the purpose only of increasing the number of Governors to that number, or of summoning a general meeting of the Association, but for no other purpose.
23. The Board may elect a Chairman and/or a Vice-Chairman of their meetings and determine the period for which they are to hold office. If no such Chairman is elected, or if at any meeting the Chairman is not present within 5 minutes after the time appointed for holding the same, the Vice-Chairman shall be Chairman of the meeting, and if he is not present, the Governors present may choose one of their number to be Chairman of the meeting.
Board Committees
24. (a) There may be committees to have the charge and carry into effect the different functions or objects of the Association. Such committees shall be formed by the Board in such manner, on such terms conditions and regulations and consist of such member or members of their body as the Board shall from time to time decide.
(b) The Board may delegate any of their powers to the committees who shall, in the exercise of the powers so delegated, conform to any terms, conditions and regulations that may be imposed on them by the Board.
25. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the committee members present may choose one of their number to be chairman of the meeting.
26. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present, and in case of an equality of votes the chairman shall have a second or casting vote.
Disclosure of Interests
27. Subject to the 4th Clause of the Memorandum of Association of the Association, no Governor shall be disqualified by his office from contracting with the Association, either as vendor, purchaser, or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Association in which any Governor shall be in any way interested be avoided, nor shall any Governor so contracting or being so interested be liable to account to the Association for any profit realized by any such contract or arrangement, by reason of such Governor holding that office or of the fiduciary relation thereby established and a Governor shall not be entitled to vote in respect of any contract or arrangement in which he is so interested as aforesaid. A general notice to the Board by a Governor that he is a member of any special firm or company and is to be regarded as interested in any contract or transaction which may after the date of the notice be made with such firm or company, shall be a sufficient declaration of interest in relation to such contract or transaction under this Article. After such general notice it shall not be necessary to give any special notice relating to any particular contract or transaction with such firm or company.
28. No Governor shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money of money’s worth (except as provided in the 4th Clause of Memorandum of Association) shall be given by the Association to any Governor.
General Meetings
29. The first Annual General Meeting shall be held within 18 months after the incorporation of the Association at such time and place to be prescribed by the Board.
30. The Association shall in every calendar year hold a General Meeting as its Annual General Meeting in addition to any other General Meeting in that year, and shall specify the Meeting as such in notices calling it, and except for the first Annual General Meeting, not more that fifteen months shall elapse between the date of one Annual General Meeting and that of the next. The Annual General Meeting shall be held at such time and place as the Board shall appoint.
31. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings, and may be convened by:-
(a) the Board whenever it thinks fit, or
(b) on the requisition of the Members representing not less than one-twentieth of the total voting rights of all the Members having a right to vote at General Meetings of the Association.
If at any time there are not within Hong Kong sufficient Governors capable of acting to form a quorum, any Governor or any two Members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as that in which meetings may be convened by the Governors.
32. An Annual General Meeting and a General Meeting called for the passing of a Special Resolution shall by called by twenty-one days’ notice in writing at the least, and a General Meeting other than an Annual General Meeting or a General Meeting for the passing of a Special Resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons (including the Auditors) as are, under these presents or under the Ordinance entitled to receive such notices from the Association.
Provided that a General Meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article, be decided to have been duly called if it is so agreed:-
(a) In the case of a General Meeting called as the Annual General Meeting, by all the Members who attend thereat; and
(b) In the case of any other Meeting, by a majority in number of the Members having a right to attend and vote at the Meeting, being a majority together representing not less than 95 per cent of the total voting rights at the Meeting of all the Members.
33. The accidental omission to give notice of a General Meeting to, or the non-receipt of a notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
Proceeding at General Meetings
34. The business of an Annual General Meeting shall be:-
(a) To receive and consider the accounts, the balance sheet and the reports of the Board and the Auditors.
(b) To elect Governors and other officers in the place of those retiring.
(c) To appoint Auditors and fix their remuneration.
(d) To transact any other business which under these present ought to be transacted at an Annual General Meeting.
35. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed Special.
36. (a) The Chairman, if any, of the Board shall preside as Chairman at every General Meeting.
(b) If there is no such Chairman, or if at any meeting he is not present within 15 minutes after the time appointed for the meeting, or if he is unwilling to act as Chairman or is absent from Hong Kong or has given notice to the Association of his intention not to attend the meeting, the Governors present shall elect one of their number to be Chairman of the meeting.
(c) If at any meeting no Governor is willing to act as Chairman or if no Governor is present within 15 minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.
37. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. Save as herein otherwise provided, two Members present in person shall be a quorum.
38. If within half an hour from the time appointed for a General Meeting a quorum is not present, the Meeting if convened upon such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Chairman shall appoint. If at such adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, those Members who are present in person or by proxy shall be a quorum and may transact the business for which the Meeting was called.
39. The Chairman may, with the consent of the General Meeting at which a quorum is present and the Chairman shall, if so directed by the Meeting, adjourn the 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. If a Meeting is adjourned for 30 days or more, notice of the adjourned Meeting shall be given as in the case of an original Meeting but save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned Meeting.
40. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands by a majority of the Members present unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(a) By the Chairman; or
(b) By any Member present in person.
Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried unanimously or by a particular majority, or lost of not carried by a particular majority and an entry to that effect in the book containing the Minutes of 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 such resolution. The demand for a poll may be withdrawn.
41 If a poll is duly demanded it shall be taken in such manner and at such time and such place 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.
42. In the case of an equality of votes, the Chairman shall, both on a show of hands and at a poll, have a casting vote in addition to the vote to which he may be entitled as a Member.
43. No poll shall be demanded on the election of a Chairman or on a question of adjournment, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Votes of Members
44. Every Member present shall be entitled to 1 (one) vote.
45. On a poll votes may be given either personally or by proxy.
46. The instrument appointing a proxy shall be in writing under the hand of the appointer. A proxy must be a Member of the Association.
47. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Association or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, 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, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution.
48. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit –
“(Name of Association)
I, of , being a Member of the above named Association, hereby appoint of
or failing him of , as my proxy to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Association to be held on the day of , and at any adjournment thereof.
Signed this day of .”.
Where it is desired to afford the Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit –
“(Name of Association)
I, of , being a Member of the above named Association, hereby appoint of
or failing him of , as my proxy to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Association to be held on the day of , and at any adjournment thereof.
This form is to be used *in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit.
*Strike out whichever is not desired.
Signed this day of .”.
49. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
50. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Secretary and Treasurer
51. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, the Secretary and the Treasurer shall be appointed by the Board whether or not on remuneration for such time and upon such conditions as the Board may think fit, and any Secretary and/or Treasurer so appointed may be removed by the Board. The Board may from time to time by resolution appoint assistants or deputies to the Secretary and/or the Treasurer, and any person so appointed may act in place of the Secretary and the Treasurer as the case my be, if there be no Secretary and/or Treasurer, or if there be no Secretary and/or Treasurer capable of acting.
Common Seal
52. The Board shall provide for the safe custody of the Common Seal, and the Common Seal shall not be used except by the authority of the Board or a committee of the Board previously given, and in the presence of two Governors or any one Governor and the Secretary or such other person as the Governors may appoint for the purpose, who shall sign every instrument to which the Common Seal is so affixed.
Accounts
53. The Board shall in accordance with the requirements of the Ordinance cause proper books of account to be kept with respect to:-
(a) all sums of money received and expended by the Association and the matters in respect of which the receipts and expenditure take place;
(b) all sales and purchases of goods by the Association; and
(c) all assets and liabilities of the Association.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the financial position of the Association and to explain its transactions.
54. The books of account shall be kept at the registered office of the Association or at such other place or places as the Board thinks fit and shall at all times be open to inspection by the Governors and the Members of the Association or any of them.
55. The Governors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of Members not being Governors, and no Member (not being a Governor) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorized by the Governors or by the Association in General Meeting.
56. The Board shall from time to time in accordance with the provisions of the Ordinance cause to be prepared and to be laid before the Association in General Meetings such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in the Ordinance.
57. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in Annual General Meeting together with a copy of the report of the Board and a copy of the Auditors’ report shall not less than twenty-one days before the date of the Annual General Meeting be sent to every Member of the Association. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware.
Audit
58. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by properly qualified Auditors.
59. Auditors shall be appointed and their duties regulated in accordance with the Ordinance.
60. A balance sheet shall be signed by two Governors and the Auditors’ report shall be attached to the balance sheet, and the report shall be read before the Association in General Meeting, and shall be open to inspection by any Member.
Notices
61. A notice may be given by the Association to any Member either personally or by sending it by post, or by facsimile message or electronic means to him at his registered address, or at the address, if any, supplied by him to the Association for the giving of notices to him. Where a notice is sent by post, service of the notice shall by deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and to have been effected, in the case of a notice of a General Meeting, at the expiration of 24 hours after the letter is put into the post as a pre-paid letter.
62. Notice of every General Meeting shall be given in any manner hereinbefore authorized to every Member and to the Auditors for the time being of the Association, provided always that Members residing outside Hong Kong are not entitled to notice.
63. Every notice or application to the Board or the Secretary of the Association, except where otherwise specifically provided, shall be sufficient if the same be signed by the person or persons giving or making the same, and be given to the Secretary or be left at the registered office of the Association addressed to him between the hours of ten in the forenoon and four in the afternoon of any working day, excepting Saturday, or be forwarded to him at such office by post prepaid, and every person giving or making such notice or application shall be entitled to require an acknowledgment by the Secretary of the receipt of such notice or application.
Indemnity
64. The Governors, the Secretary, Treasurers and other officers for the time being of the Association and the trustees (if any) for the time being acting in relation to any of the affairs of the Association, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Association from and against all actions, costs charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done, concurred in, or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own willful neglect or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Association shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Association shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, except the same shall happen by or through their own wilful neglect or default respectively.
Winding Up
65. The provisions of the 6th and 7th Clauses of the Memorandum of Association relating to the winding up and dissolution of the Association shall have the same validity and effect as if they were repeated in these Articles.
Names, Addresses and Descriptions of Signatories
1. Name : TONG TAK CHEUNG （唐德彰）
Address :
Description :
Signature :
2. Name : SIN WING SANG EDWARD (冼永生)
Address :
Description :
Signature :
3. Name : WONG YIH SY (黃逸思)
Address :
Description :
Signature :
__________________________________________________________________________________
Dated the day of 2010
Witness to the above signatures:
Name :
Address : 18th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central,
Hong Kong
Description : Solicitor, Hong Kong SAR
Signature :
THE COMPANIES ORDINANCE (CHAPTER 32)
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
________________________________________
Incorporated the day of 2010
________________________________________
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
MEMORANDUM OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
_____________________________
1st. The name of the Company is “GRACE TUTORS ASSOCIATION LIMITED 學濟社有限公司” (hereinafter referred to as “the Association”).
2nd. The registered office of the Association will be situated in the Hong Kong Special Administrative Region (hereinafter referred to as “Hong Kong”).
3rd. The objects for which the Association is established are:-
1. To relieve poverty.
2. To design, devise, plan, construct and conduct either independently or jointly with other organizations face-to-face training programs and electronic-learning platforms that are innovative and educational for the use and benefit of children and youths in Hong Kong.
3. To establish, maintain, operate and superintend in the establishment, maintenance, operation and supervision of information and communications technologies platforms and communities of practice and learning for the use and benefit of children and youths in Hong Kong.
4. To provide for the delivery and the holding of lectures, exhibitions, public meeting, classes, group discussions and conferences through face-to-face and online formats directly or indirectly to children and youths in Hong Kong for educational purposes on a non-profit making basis.
5. To establish, maintain, operate and manage either independently or jointly with other charitable organisations non-profit making children centres, youth centres, tutorial centres and/or community centres in Hong Kong for charitable purposes and to enter into or adopt any agreement or arrangement with such charitable organisations.
6. To organise, promote, participate and carry out sports, educational and/or recreational activities in Hong Kong for promoting the harmony and health of the community on a non-profit making basis.
7. To provide non-profit making vocational, scientific, technical, training and other educational programmes for charitable purposes.
8. To provide books, equipments and student facilities to non-profit making children centres, youth centres, tutorial centres, community centres, schools, colleges and universities for charitable purposes.
9. To establish, promote and maintain libraries, reading and writing rooms and to furnish the same respectively with books, reviews, magazines, newspapers, and other publications on a non-profit making basis.
10. To print and publish any newspapers, periodicals, books or leaflets for the promotion of the objects of the Association.
11. In furtherance of the objects of the Association, to take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the form of donations, annual subscriptions, or otherwise.
12. To provide financial assistance and to grant subsidies to and endow educational charities, scholarships, non-profit making fellowships and bursaries for the education and training of individuals or groups of individuals who are in need of such assistance or who through merit are deserving of such assistance in Hong Kong and elsewhere.
13. General to support subscribe to any non-profit making educational or charitable body to further its objects and to take such steps by personal or written appeals, public campaigns, meetings, exhibitions, broadcasts or otherwise as may from time to time be deemed necessary or expedient for the purpose of raising funds for or promoting or advertising the objects of the Association in Hong Kong and elsewhere.
14. To apply to government departments, government authorities or other public bodies in Hong Kong and the People’s Republic of China or to corporations, companies or persons for, and to accept grants of money, land, donations, gifts, subscriptions, contracts, rights, privileges, concessions and other assistance for promoting the objects of the Association and to discuss and negotiate with them schemes of research and other work and matters within the objects of the Association and to conform to any proper conditions upon which such grants and other payments may be made.
15. In furtherance of the objects of the Association, to purchase, build, take on lease or in exchange, hire or otherwise acquire any real or personal estate or property, and in particular any land, buildings, workshops, apparatus, appliances and any rights or privileges necessary or convenient for the objects of the Association and to construct, erect, alter, improve, and maintain any buildings which may be from time to time required for the objects of the Association and to manage, develop, sell, demise, let, lend, mortgage, dispose of, turn to account or otherwise deal with all or part of the same with a view to the promotion of the objects of the Association.
16. In furtherance of the objects of the Association, to obtain vacant possession of any building or buildings or any land or lands belonging to the Association, and to apply to any court or tribunal of competent jurisdiction for such purpose, to pay compensation therefor, to demolish the same and to lay out and prepare for building purposes any land or lands belonging to or in which the Association is interested, either as owners or lessees.
17. To pay all expenses, preliminary or incidental to the formation of the Association and its registration.
18. In furtherance of the objects of the Association, to undertake and execute any trusts or any agency which may lawfully be undertaken by the Association.
19. In furtherance of the objects of the Association, to receive money on deposit or loan and borrow or raise money by subscription or other lawful means in such reasonable and prudent manner as the Association shall think fit, and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, debenture, lien or other security upon all or any of the property or assets of the Association (whether present or future), and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Association of any obligation or liability it may undertake or which may become binding on it.
20. To draw, make, accept, endorse, discount, negotiate, execute, and issue bills of exchange, promissory notes, and other negotiable or transferable instruments.
21. In furtherance of the charitable objects but not otherwise, to invest and deal with the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property and in such reasonable and prudent manner as may be determined by the Association and to lend and advance money and to give credit to such persons and on such terms and conditions as may from time to time be determined provided that clear policies and tight internal control shall be adopted by the Association on advancing moneys and granting loans.
22. To obtain any order in Court, enactment or Ordinance for enabling the Association to carry out any of its objects and to oppose any proceedings or applications which is calculated directly to prejudice the Association’s interests.
23. In furtherance of the objects of the Association, to establish, promote or assist in establishing or promoting and to subscribe to or become a member of any other charitable association, company, association, or institution whose objects are similar to the objects of the Association. Provided that none of the funds of the Association shall subscribe to any organization which does not prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of the 4th Clause hereof.
24. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, to employ and pay such architects, surveyors, solicitors, accountants, doctors, nurses and other professional persons as are necessary for the objects of the Association.
25. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, to employ or appoint officers, tutors, workmen, clerks, staff, servants or otherwise whether or not on remuneration, costs or fees on such terms and generally as shall be deemed necessary or expedient for the accomplishment of the objects of the Association.
26. To take such legal proceedings or other lawful steps as may from time to time be necessary for the protection of the name or properties or assets or activities of the Association.
27. To do all such other lawful things as may be incidental to or conducive to the attainment of the above objects or any of them.
Provided that:-
1. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such reasonable and prudent manner as allowed by law, having regard to such trusts.
2. The objects of the Association 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.
4th. The income and property of the Association, howsoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise however by way of profit to the Members of the Association.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at the rate of not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollars loans per year; but so that no member of the Board of Governors or governing body of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of the Board of Governors or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Governors or governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital or shall not control more than one-hundredth part of the votes of such company, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
5th. The liability of the Members is limited.
6th. Every Member of the Association undertakes to contribute to the assets of the Association, in the event of its being wound up while he is a Member, or within one year after he ceased to be a Member, for payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and of 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 One Hundred Dollars.
7th. If upon the winding up or dissolution of the Association where remains, after the satisfaction of all its debts and liabilities, any property 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 or institutions, having objects similar to the objects of the Association, 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 Association under or by virtue of the 4th Clause hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and in default thereof by a Judge of the High Court of the 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.
WE, the several persons whose names and addresses are given below, wish to form a company, in pursuance of this Memorandum of Association.
Names, Addresses and Descriptions of Signatories
1. Name : TONG TAK CHEUNG （唐德彰）
Address :
Description :
Signature :
2. Name : SIN WING SANG EDWARD (冼永生)
Address :
Description :
Signature :
3. Name : WONG YIH SY (黃逸思)
Address :
Description :
Signature :
__________________________________________________________________________________
Dated the day of 2010
Witness to the above signatures:
Name :
Address : 18th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central,
Hong Kong
Description : Solicitor, Hong Kong SAR
Signature :
THE COMPANIES ORDINANCE (CHAPTER 32)
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
ARTICLES OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
_____________________________
Definitions
1. In the construction of these presents the following words and expressions shall have the following meanings respectively unless there be something in the subject matter or context repugnant thereto.
“The Ordinance” means the Companies Ordinance Cap. 32.
“The Association” means GRACE TUTORS ASSOCIATION LIMITED 學濟社有限公司.
“The Board” means the Board of Governors for the time being of the Association.
“In writing” and “written” include printing, lithography, photography, typewriting, telex, telegraph, of all kinds and all other modes of representing or reproducing words in enduring visible form.
“Founder Members” means the signatories to the Memorandum of Association of the Association for the time being of the Association.
Words which have a special meaning assigned to them in the Ordinance have the same meaning in these presents.
Words importing the singular number include the plural, and the converse applies.
Words importing males include females.
Words importing persons include corporations.
“Notice” includes all written communications to Members.
“These presents” means the Articles of Association for the time being of the Association.
Members
2. The number of Members with which the Association proposes to be registered is twenty but the Board may from time to time register an increase of Members.
3. The Association is established for the objects expressed in the Memorandum of Association.
4. (a) The Founder Members and such other persons as the Board shall admit to membership shall be Members. Subject thereto and as hereinafter mentioned it shall rest with the Board to determine the terms and conditions on which Members shall from time to time be admitted, and the Board may from time to time create different classes of membership, attaching to such classes such terms and conditions as they may deem expedient.
(b) No person shall be admitted to membership of the Association unless he is invited to be a Member or unless an application for membership shall have been signed by him or it or on his or its behalf setting out such particulars as the Board shall require.
(c) The Board shall in all cases have absolute discretion in deciding whether any person shall or shall not be admitted to membership of the Association.
(d) The Founder Members shall become Members on the incorporation of the Association without having to apply for such admission.
5. Any Member may resign from the Association by giving one calendar month’s notice in writing to the Secretary at any time and upon the expiry of such notice, such Member shall cease to be a Member.
6. Any Member may at any time be removed from the Association by resolution of the Board or by ordinary resolution of the Members of the Association in general meeting.
7. The rights of any Member shall be personal and shall not be transferable and shall cease if he shall voluntarily relinquishes his membership in the Association or if he shall compound with his creditors or if he shall become lunatic or of unsound mind or if he shall cease to retain the qualifications on the ground of which the Member was admitted to membership.
The Board of Governors
8. (a) A Governor must be a Member of the Association.
(b) The number of Governors shall be not less than two and more than twenty.
9. The person as determined by the Founder Members and named in the incorporation form of the Association shall be the first Governors of the Association.
10. The Board shall have power at any time, and from time to time, to appoint any other qualified person as a Governor either to fill a casual vacancy or as addition to the existing Governors, but so that the total number of Governors shall not at any time exceed the number fixed in accordance with these Articles.
11. The Association may by ordinary resolution remove any Governor before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Association and such Governor. The Association may by ordinary resolution appoint another Member in place of a Governor removed from office, and without prejudice to the powers of the Governors, the Association may by ordinary resolution appoint any Member of the Association to be a Governor either to fill a casual vacancy or as an additional Governor.
12. At every annual general meeting of the Association all the Governors shall retire from office but they shall be eligible for re-election. The Association may at the general meeting at which any Governor retires in manner aforesaid fill up the vacated office by electing a person thereto and in default the retiring Governor shall be deemed to have been re-elected unless at such meeting it is resolved not to fill up such vacated office
13. No person other than a Governor retiring at the meeting shall unless recommended by the Board be eligible for election to the office of Governor at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for the meeting, there shall have been lodged at the registered office of the Association or given to the Secretary notice in writing, signed by 2 Members duly qualified to attend and vote at the meeting for which such notice is give, of their intention to propose such Member for election, and also notice in writing signed by that Member of his willingness to be elected.
Powers and Duties of the Board
14. The operation of the Association shall be managed by the Board, who may pay all expenses incurred in setting up and registering the Association, and may exercise all such powers of the Association as are not by the Ordinance, or by these Articles, required to be exercised by the Association in general meeting, but subject nevertheless to these Articles, to the provisions of the Ordinance, and to such regulations, being not inconsistent with these Articles or with the provisions of the Ordinance, as may be prescribed by the Association in general meeting. No regulation made by the Association in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
15. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
16. The Board shall cause minutes to be made in books provided for the purpose:-
1. of all appointments of officers made by the Board;
2. of the names of the Governors present at each meeting of the Board and of any committee of the Board;
3. of all resolutions and proceedings at all meetings of the Association, and of the Board, and of any committee of the Board.
17. Any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.
18. A resolution in writing signed by all Governors or by all members of any committee of the Board shall be as valid and effectual as if it had been passed in a meeting of the Board or of any committee of the Board, as the case may be, duly convened and constituted.
Disqualifications
19. The office of Governor shall be vacated, if any Governor:-
(a) shall cease to be a Member; or
[(b) holds any office of profit under the Associations; or]
(c) becomes bankrupt; or
4. becomes prohibited from being a Governor of a company by reason of any disqualification order made under the Ordinance; or
5. is found lunatic or becomes of unsound mind; or
6. is removed by the Members; or
7. resigns his office by one calendar month’s notice in writing to the Association; or
8. is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 162 of the Ordinance and/or these Articles.
No Governor shall be required to vacate office or be ineligible for re-election and no person shall be ineligible for appointment as a Governor by reason only of his having attained any particular age.
Proceedings of the Board
20. The Board may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes, in case of any equality of votes the Chairman shall have a second or casting vote. Any Governor may, and the Secretary on the requisition of a Governor shall, at any time summon a meeting of the Board.
21. The quorum necessary for the transaction of business may be fixed by the Board from time to time, and unless so fixed shall, when the number of Governors exceeds 3, be 3 and shall, when the number of Governors does not exceed 3, be 2.
22. The continuing Governors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by, or pursuant to, the regulations of the Association, as the necessary quorum, the continuing Governors may act for the purpose only of increasing the number of Governors to that number, or of summoning a general meeting of the Association, but for no other purpose.
23. The Board may elect a Chairman and/or a Vice-Chairman of their meetings and determine the period for which they are to hold office. If no such Chairman is elected, or if at any meeting the Chairman is not present within 5 minutes after the time appointed for holding the same, the Vice-Chairman shall be Chairman of the meeting, and if he is not present, the Governors present may choose one of their number to be Chairman of the meeting.
Board Committees
24. (a) There may be committees to have the charge and carry into effect the different functions or objects of the Association. Such committees shall be formed by the Board in such manner, on such terms conditions and regulations and consist of such member or members of their body as the Board shall from time to time decide.
(b) The Board may delegate any of their powers to the committees who shall, in the exercise of the powers so delegated, conform to any terms, conditions and regulations that may be imposed on them by the Board.
25. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the committee members present may choose one of their number to be chairman of the meeting.
26. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present, and in case of an equality of votes the chairman shall have a second or casting vote.
Disclosure of Interests
27. Subject to the 4th Clause of the Memorandum of Association of the Association, no Governor shall be disqualified by his office from contracting with the Association, either as vendor, purchaser, or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Association in which any Governor shall be in any way interested be avoided, nor shall any Governor so contracting or being so interested be liable to account to the Association for any profit realized by any such contract or arrangement, by reason of such Governor holding that office or of the fiduciary relation thereby established and a Governor shall not be entitled to vote in respect of any contract or arrangement in which he is so interested as aforesaid. A general notice to the Board by a Governor that he is a member of any special firm or company and is to be regarded as interested in any contract or transaction which may after the date of the notice be made with such firm or company, shall be a sufficient declaration of interest in relation to such contract or transaction under this Article. After such general notice it shall not be necessary to give any special notice relating to any particular contract or transaction with such firm or company.
28. No Governor shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money of money’s worth (except as provided in the 4th Clause of Memorandum of Association) shall be given by the Association to any Governor.
General Meetings
29. The first Annual General Meeting shall be held within 18 months after the incorporation of the Association at such time and place to be prescribed by the Board.
30. The Association shall in every calendar year hold a General Meeting as its Annual General Meeting in addition to any other General Meeting in that year, and shall specify the Meeting as such in notices calling it, and except for the first Annual General Meeting, not more that fifteen months shall elapse between the date of one Annual General Meeting and that of the next. The Annual General Meeting shall be held at such time and place as the Board shall appoint.
31. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings, and may be convened by:-
(a) the Board whenever it thinks fit, or
(b) on the requisition of the Members representing not less than one-twentieth of the total voting rights of all the Members having a right to vote at General Meetings of the Association.
If at any time there are not within Hong Kong sufficient Governors capable of acting to form a quorum, any Governor or any two Members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as that in which meetings may be convened by the Governors.
32. An Annual General Meeting and a General Meeting called for the passing of a Special Resolution shall by called by twenty-one days’ notice in writing at the least, and a General Meeting other than an Annual General Meeting or a General Meeting for the passing of a Special Resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons (including the Auditors) as are, under these presents or under the Ordinance entitled to receive such notices from the Association.
Provided that a General Meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article, be decided to have been duly called if it is so agreed:-
(a) In the case of a General Meeting called as the Annual General Meeting, by all the Members who attend thereat; and
(b) In the case of any other Meeting, by a majority in number of the Members having a right to attend and vote at the Meeting, being a majority together representing not less than 95 per cent of the total voting rights at the Meeting of all the Members.
33. The accidental omission to give notice of a General Meeting to, or the non-receipt of a notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.
Proceeding at General Meetings
34. The business of an Annual General Meeting shall be:-
(a) To receive and consider the accounts, the balance sheet and the reports of the Board and the Auditors.
(b) To elect Governors and other officers in the place of those retiring.
(c) To appoint Auditors and fix their remuneration.
(d) To transact any other business which under these present ought to be transacted at an Annual General Meeting.
35. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed Special.
36. (a) The Chairman, if any, of the Board shall preside as Chairman at every General Meeting.
(b) If there is no such Chairman, or if at any meeting he is not present within 15 minutes after the time appointed for the meeting, or if he is unwilling to act as Chairman or is absent from Hong Kong or has given notice to the Association of his intention not to attend the meeting, the Governors present shall elect one of their number to be Chairman of the meeting.
(c) If at any meeting no Governor is willing to act as Chairman or if no Governor is present within 15 minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.
37. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. Save as herein otherwise provided, two Members present in person shall be a quorum.
38. If within half an hour from the time appointed for a General Meeting a quorum is not present, the Meeting if convened upon such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Chairman shall appoint. If at such adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, those Members who are present in person or by proxy shall be a quorum and may transact the business for which the Meeting was called.
39. The Chairman may, with the consent of the General Meeting at which a quorum is present and the Chairman shall, if so directed by the Meeting, adjourn the 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. If a Meeting is adjourned for 30 days or more, notice of the adjourned Meeting shall be given as in the case of an original Meeting but save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned Meeting.
40. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands by a majority of the Members present unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(a) By the Chairman; or
(b) By any Member present in person.
Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried unanimously or by a particular majority, or lost of not carried by a particular majority and an entry to that effect in the book containing the Minutes of 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 such resolution. The demand for a poll may be withdrawn.
41 If a poll is duly demanded it shall be taken in such manner and at such time and such place 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.
42. In the case of an equality of votes, the Chairman shall, both on a show of hands and at a poll, have a casting vote in addition to the vote to which he may be entitled as a Member.
43. No poll shall be demanded on the election of a Chairman or on a question of adjournment, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Votes of Members
44. Every Member present shall be entitled to 1 (one) vote.
45. On a poll votes may be given either personally or by proxy.
46. The instrument appointing a proxy shall be in writing under the hand of the appointer. A proxy must be a Member of the Association.
47. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Association or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting, 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, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution.
48. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit –
“(Name of Association)
I, of , being a Member of the above named Association, hereby appoint of
or failing him of , as my proxy to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Association to be held on the day of , and at any adjournment thereof.
Signed this day of .”.
Where it is desired to afford the Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit –
“(Name of Association)
I, of , being a Member of the above named Association, hereby appoint of
or failing him of , as my proxy to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Association to be held on the day of , and at any adjournment thereof.
This form is to be used *in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit.
*Strike out whichever is not desired.
Signed this day of .”.
49. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
50. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Secretary and Treasurer
51. Subject to the 4th Clause of the Memorandum of Association and also Article 28 of the Articles of Association of the Association, the Secretary and the Treasurer shall be appointed by the Board whether or not on remuneration for such time and upon such conditions as the Board may think fit, and any Secretary and/or Treasurer so appointed may be removed by the Board. The Board may from time to time by resolution appoint assistants or deputies to the Secretary and/or the Treasurer, and any person so appointed may act in place of the Secretary and the Treasurer as the case my be, if there be no Secretary and/or Treasurer, or if there be no Secretary and/or Treasurer capable of acting.
Common Seal
52. The Board shall provide for the safe custody of the Common Seal, and the Common Seal shall not be used except by the authority of the Board or a committee of the Board previously given, and in the presence of two Governors or any one Governor and the Secretary or such other person as the Governors may appoint for the purpose, who shall sign every instrument to which the Common Seal is so affixed.
Accounts
53. The Board shall in accordance with the requirements of the Ordinance cause proper books of account to be kept with respect to:-
(a) all sums of money received and expended by the Association and the matters in respect of which the receipts and expenditure take place;
(b) all sales and purchases of goods by the Association; and
(c) all assets and liabilities of the Association.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the financial position of the Association and to explain its transactions.
54. The books of account shall be kept at the registered office of the Association or at such other place or places as the Board thinks fit and shall at all times be open to inspection by the Governors and the Members of the Association or any of them.
55. The Governors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of Members not being Governors, and no Member (not being a Governor) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorized by the Governors or by the Association in General Meeting.
56. The Board shall from time to time in accordance with the provisions of the Ordinance cause to be prepared and to be laid before the Association in General Meetings such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in the Ordinance.
57. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in Annual General Meeting together with a copy of the report of the Board and a copy of the Auditors’ report shall not less than twenty-one days before the date of the Annual General Meeting be sent to every Member of the Association. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware.
Audit
58. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by properly qualified Auditors.
59. Auditors shall be appointed and their duties regulated in accordance with the Ordinance.
60. A balance sheet shall be signed by two Governors and the Auditors’ report shall be attached to the balance sheet, and the report shall be read before the Association in General Meeting, and shall be open to inspection by any Member.
Notices
61. A notice may be given by the Association to any Member either personally or by sending it by post, or by facsimile message or electronic means to him at his registered address, or at the address, if any, supplied by him to the Association for the giving of notices to him. Where a notice is sent by post, service of the notice shall by deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and to have been effected, in the case of a notice of a General Meeting, at the expiration of 24 hours after the letter is put into the post as a pre-paid letter.
62. Notice of every General Meeting shall be given in any manner hereinbefore authorized to every Member and to the Auditors for the time being of the Association, provided always that Members residing outside Hong Kong are not entitled to notice.
63. Every notice or application to the Board or the Secretary of the Association, except where otherwise specifically provided, shall be sufficient if the same be signed by the person or persons giving or making the same, and be given to the Secretary or be left at the registered office of the Association addressed to him between the hours of ten in the forenoon and four in the afternoon of any working day, excepting Saturday, or be forwarded to him at such office by post prepaid, and every person giving or making such notice or application shall be entitled to require an acknowledgment by the Secretary of the receipt of such notice or application.
Indemnity
64. The Governors, the Secretary, Treasurers and other officers for the time being of the Association and the trustees (if any) for the time being acting in relation to any of the affairs of the Association, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Association from and against all actions, costs charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done, concurred in, or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own willful neglect or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Association shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Association shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, except the same shall happen by or through their own wilful neglect or default respectively.
Winding Up
65. The provisions of the 6th and 7th Clauses of the Memorandum of Association relating to the winding up and dissolution of the Association shall have the same validity and effect as if they were repeated in these Articles.
Names, Addresses and Descriptions of Signatories
1. Name : TONG TAK CHEUNG （唐德彰）
Address :
Description :
Signature :
2. Name : SIN WING SANG EDWARD (冼永生)
Address :
Description :
Signature :
3. Name : WONG YIH SY (黃逸思)
Address :
Description :
Signature :
__________________________________________________________________________________
Dated the day of 2010
Witness to the above signatures:
Name :
Address : 18th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central,
Hong Kong
Description : Solicitor, Hong Kong SAR
Signature :
THE COMPANIES ORDINANCE (CHAPTER 32)
_____________________________
Company Limited by Guarantee
and not Having a Share Capital
_____________________________
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
GRACE TUTORS ASSOCIATION LIMITED
學濟社有限公司
________________________________________
Incorporated the day of 2010
________________________________________
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