#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

________________________________________