St. Stephen's College Alumni Association

Constitution

Document updated on 15 July 2006, confirmed at EGM on 11 August 2006

1. NAME

The name of the Company be called the "St. Stephen's College Alumni Association" (聖士提反書院舊生會). Hereafter called "the Association”.

2. ADDRESS

The registered address of the Association is G.P.O. Box 125, Hong Kong.

3. INTERPRETATION

In this Constitution, the following expressions have the following meanings:-

"Affiliate Member" means an affiliate member for the time being of the Association as provided for in Clause 5 (a) hereof;

"An Alumnus" means a graduate of St. Stephen's College or St. Stephen's College Preparatory School;

"Associate Member" means an associate member for the time being of the Association as provided for in Clause 5 (b) hereof;

"Constitution" means this Constitution of the Association as altered from time to time in accordance with the provisions hereof;

"Entrance Fee" means such sum(s) as prescribed by the Executive Committee from time to time and payable by a person upon admission as a Member of the Association;

"Executive Committee" means the Executive Committee as defined in Clause 10;

"Executive Committee Member" means a member for the time being of the Executive Committee;

"General Meeting" means a meeting of the Voting Members of the Association;

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;

"Honorary Secretary" means the honorary secretary for the time being of, or any person acting in such capacity by the direction of the Executive Committee to perform the duties of the honorary secretary for, the Association;

"Honorary Treasurer" means the honorary treasurer for the time being of, or any person acting in such capacity by the direction of the Executive Committee to perform the duties of the honorary treasurer for, the Association;

"Honourary Life Member" means a honourary life member for the time being of the Association as provided for in Clause 5 (c) hereof;

"Immediate Past President" means the immediate past president for the time being of the Association;

"Life Member" means a life member for the time being of the Association as provided for in Clause 5 (f) hereof;

"Member" means a life, an ordinary, an overseas, an associate, a student, or an affiliate member for the time being of the Association;

"Membership Subscription" means such sum(s) of money payable annually in each calendar year by an ordinary member or student member or associate Member or affiliate as the Executive Committee may from time to time prescribe;

"Overseas Member" means an overseas member for the time being of the Association as provided for in Clause 5 (d) hereof;

"Ordinary Member" means an ordinary member for the time being of the Association as provided for in Clause 5 (e) hereof;

"President" means the president for the time being of the Association;

"School” means St. Stephen's College, St. Stephen College Preparatory and other affiliated establishments as established from time to time;

"Student Member" means a student member for the time being of the Association as provided for in Clause 5 (g) hereof;

"Vice President” means the vice-president for the time being of the Association.

"Voting Member" means an ordinary member or a life member for the time being of the Association who has Paid-up his Membership Subscription;
In this Constitution, if not inconsistent with the subject or context, words importing the singular number shall include the plural number and vice versa, words importing any gender shall include all other gender;
The headings are inserted for convenience only and shall not affect the construction of this Constitution.

4. AIMS

The aims of the Association shall be :-

To establish, promote and carry on an association for the Alumnus and to maintain and promote unity and fellowship amongst the Alumnus;
To promote rapport between the Association and the School and its students and to provide assistance, awards and scholarships to the students and graduates of the School;
To further or to assist in furthering the interests of Members and the School;
To promote activities among Members of the Association and to establish and maintain contacts with other education institutions in Hong Kong and elsewhere;
To raise funds and receive donations for furtherance of the aims of the Association or for the development and advancement of the School, its students, graduates and teaching staff or for such other purposes incidental or conducive to the aims of the Association as the Association deems fit and to make donations or give other support financial or otherwise to the School or any other persons, bodies or organisations for such purposes incidental or conducive to the aims of the Association as the Association deems fit; and
To do all such lawful things as are incidental or conducive to the general good of society or to the attainment of the aims of the Association.

For the avoidance of doubt, each of the above aims shall be construed independently and shall not in any way be limited or restricted by reference to or inference from any other aim or by the name of the Association.

5. MEMBERSHIP

Affiliate Membership shall be open to former School Teachers and Staff of the School; Parents and/or guardian of a child that previously attended the School; Family members and Friend of a Member upon payment of the Entrance Fee payable by an Affiliate Member and the approval of the membership application by the Executive Committee.
Associate Membership shall be open to School Teachers, and Staff presently employed by the School and Parents and/or guardian of a child presently attending the School upon payment of the Entrance Fee payable by an Associate Member and the approval of the membership application by the Executive Committee.
Honourable Life Membership shall be open to any person of eminence who has rendered distinguished service to the Association and the School, on the recommendation of the Executive Committee. A motion to confer Honourary membership must be made and approved at a General Meeting.
Overseas Membership shall be open to all Graduates of the School residing outside Hong Kong upon payment of the Entrance Fee payable by an Overseas Member and the approval of the membership application by the Executive Committee.
Ordinary Membership shall be open to all Graduates of the School and present and former members of the School Council upon payment of the Entrance Fee payable by an Ordinary Member and the approval of the membership application by the Executive Committee.
Life Membership shall be open to all persons entitled to become an Ordinary Member residing in Hong Kong upon payment of the Entrance Fee payable by a Life Member and the approval of the membership application by the Executive Committee.
Student Membership shall be open to all Students of the School upon payment of the Entrance Fee payable by a Student Member and the approval of the membership application by the Executive Committee.

6. MEMBERS' RIGHTS AND OBLIGATIONS

Members shall have the obligation to observe the Constitution and to abide by the decision of a General Meeting.
The Voting Members shall have the right to elect the Executive Committee and to hold office, attend and vote at any meetings of the Association which they are entitled to attend.
All Membership Subscriptions and Entrance Fees once paid shall not be refundable.
If any Member shall fail to pay his Membership Subscription(s) or such other sums which may be due from him to the Association for a period of 2 months after the same has become due, a written notice may be sent to him calling his attention thereto, and if he does not pay the outstanding amount within 14 days from the giving of such notice, his name may be removed by the Executive Committee from the books, whereupon he shall cease to be a Member.
Save as otherwise determined by the Executive Committee no Member shall be entitled to enjoy the rights attached to his membership until he shall have paid his Entrance Fee, Membership Subscriptions or any other claim the Association may have against him.

7. RESIGNATION OF MEMBERSHIP

Any member may resign his membership by giving to the Association notice in writing to that effect.
A member shall, upon ceasing to be a member of the Association, forfeit all rights to and claim upon the Association and its property and funds.

8. EXPULSION OF MEMBER

If any Member violates any terms of this Constitution or any Member has behaved in a manner which may bring disrepute to the Association or the School, the Executive Committee may by resolution call upon such Member to resign from the Association forthwith and, if he fails to resign, may by resolution remove his name from the roll of Members or may suspend his membership for such period of time as the Executive Committee deems expedient.

9. GENERAL MEETINGS

The General Meeting shall be the highest authority of the Association and is composed of all the Voting Members. When the General Meeting is in recess, all matters concerning the Association shall be decided by the Executive Committee. All General Meetings shall be held at such time and place as the Executive Committee shall decide.
The Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meetings as such in the notices calling it. At the meeting, the chairman of the meeting shall report on the general affairs and the financial situation of the Association, and the Voting Members shall also elect the Executive Committee for the coming year. Fourteen (14) days' notice of such meeting shall be given to all Voting Members entitled to attend and vote thereat.
All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
No business shall be transacted at any General Meeting unless a quorum of Voting Members who are entitled to vote thereat is present personally or by proxy at the time when the meeting proceeds to business, and such quorum shall consist of not less than five (5) such members.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting will be called off. It shall stand adjourned to the same day in the next week at the same time and the same place. The number of Voting Members present within half an hour from the time appointed for the meeting shall constitute the quorum at the adjourned meeting and may transact the business for which the meeting is held.
The President shall preside as the chairman at every General Meeting of the Association. If at any meeting the President shall not be present within 15 minutes after the time appointed for holding the meeting, or if he shall have previously notified the Association of his intention not to be present, one of the members of the Executive Committee shall preside, or if no member of the Executive Committee is present or willing to take the chair, the Voting Members present who are entitled to vote shall choose one of their members to preside.
The chairman of the meeting may with the consent of any meeting at which a quorum is present (and 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. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting shall be given in the manner provided by Clause 13 hereof. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
At any General Meeting a resolution put to the vote of the meeting shall be decided by a majority of votes of the Voting Members personally present and, in the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before the declaration of the result of the show of hands) demanded by at least two Voting Members personally present, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, shall be conclusive.
If a poll is demanded, it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be treated as the resolution of the meeting at which the poll was demanded.
Every Voting Member personally present at any General Meeting and entitled to vote shall have one vote.
Minutes of a General Meeting that is signed by the chairman of the meeting shall be conclusive evidence of the proceedings at the meeting.
Extraordinary General Meetings may be called on receipt of a written request of at least ten (10) Voting Members stating the subject or subjects for discussion. Fourteen (14) days' notice of such meeting shall be given to all Voting Members entitled to attend and vote thereat.

10. EXECUTIVE COMMITTEE

The Association shall have an Executive Committee consisting of the following:-
1. A President
2. Two Vice Presidents
3. An Honorary Secretary
4. An Honorary Treasurer,
5. Immediate Past President and
Not more than ten (10) other Executive Committee Members.
All Executive Committee Members shall be elected at an Annual General Meeting. All Executive Committee Members shall hold office till the next Annual General Meeting at which point they shall retire. Retiring Executive Committee Members shall be eligible for re-election PROVIDED THAT no person who has held office as President, Vice President(s), Honorary Secretary or Honorary Treasurer or Immediate Past President for 4 consecutive terms immediately before the re-election shall be eligible for re-election to the same post.
The management of the affairs and business of the Association shall be vested in the Executive Committee who may pay all the expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Association as they think fit.
If any vacancy shall occur in the Executive Committee, the Committee shall have power to co-opt such person (being a Voting Member) as they deem fit to fill the office so vacated until the next Annual General Meeting.
The Executive Committee shall have power at any time to appoint such sub-committees or committees for such purposes as they deem fit and may determine the powers, functions and duties of any sub-committees or committees.
The Executive Committee may from time to time prescribe the amount of Entrance Fee and/or Membership Subscriptions. Notwithstanding any provision herein, the Executive Committee shall have the power to waive such fee(s) or subscription(s) in whole or in part payable by any person(s) or Member(s) or class of Members.
The Executive Committee shall be responsible for the proper use of funds of the Association.
The President shall preside at meetings of the Executive Committee or, in his absence, the Executive Committee Members present shall elect one among themselves to preside over such meetings.
Unless otherwise determined, the quorum necessary for any meetings of the Executive Committee shall be Five (5) Executive Committee Members personally present or in attendance through electronic means, which shall include telephone-conferencing, video-conferencing or such other electronic means which the Executive Committee deems appropriate from time to time, provided that all Executive Committee Members participating in the meeting are able to hear one another.
Questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.
The continuing Executive Committee Members may act notwithstanding any vacancies in that body. If their number is reduced below the number fixed as the necessary quorum, the continuing Executive Committee Members may act for the purpose of (i) admitting persons to membership of the Association (ii) filling up vacancies in the Executive Committee or (iii) summoning a General Meeting of the Association but for no other purpose.
The Executive Committee may, if they think fit, transact any of their business by circulation of papers, and a resolution in writing approved by not less than three-quarters of Executive Committee Members for the time being in Hong Kong shall be valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened. Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more of the Executive Committee Members. An electronic mail, facsimile transmission or record of on-line internet or intranet communication sent by an Executive Committee Member shall be deemed to be a document signed by him for the purposes of this clause.
An Executive Committee Member may not receive any salary or remuneration but he shall be indemnified out of the funds of the Association in respect of traveling and other expenditure reasonably and properly incurred in and about the affairs of the Association.
Save as otherwise provided herein, the President, Vice-President(s), Honorary Secretary, the Honorary Treasurer and the other Executive Committee Members shall be elected at the Annual General Meeting from among the Voting Members of the Association.
The President to be elected must have served as a Vice-President for not less than one term (one year) immediately prior to being elected as President of the Association.
The President may be invited by the School to participate in its affairs and if asked to assist shall do so with the utmost integrity and professionalism.
The President shall periodically report to the School on the affairs of the Association.

11. PATRON

Any person of distinction may be invited by the Executive Committee (subject to the School's approval in writing) to become a patron of the Association. The person who has agreed to be a patron of the Association shall remain as patron until he resigns or leaves Hong Kong for good.

12. FINANCE

The purpose to which the funds of the Association may be applied are towards the attainment of its aims.
The Executive Committee shall apply at its discretion sums of money from the Association towards the attainment of the aims of the Association.
The Executive Committee shall cause all sums of money received by the Association to be deposited in a licensed bank. Any cheques for the withdrawal of Association money shall be valid provided they are signed by the President and the Honorary Treasurer or the President and the Honorary Secretary or such persons as the Executive Committee may from time to time appoint.

13. NOTICE

A notice may be given by the Association to any Member either personally or by post or electronically to his last known address in Hong Kong or email address or other contact details in Hong Kong supplied by him to the Association for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected at the expiration of 48 hours after the letter containing the same is posted, and in any other case at the time at which the notice is sent.
Notice of every General Meeting shall be given in any manner hereinbefore authorised to all Voting Members entitled to attend and vote thereat except those Members who have not supplied to the Association an address or other contact details within Hong Kong for the giving of notices to them. No other person shall be entitled to receive notices of General Meetings.
Members changing their address or contact details shall give due notice to the Association and furnish the Association with an address or contact details to which notices and letters may be sent. All notices and letters sent by post or otherwise to such address or contact details (in default of notice of change) shall be considered as having been duly received by the Member.

14. AMENDMENT TO THE CONSTITUTION / DISSOLUTION OF THE ASSOCIATION

Any amendment to the Constitution must be approved by a two-third majority of the Voting Members personally present at a General Meeting and subject to the School's approval in writing.
Should the Association dissolve, the decision shall be assented to by a two-third majority of the Voting Members personally present at a General Meeting and subject to the School's approval in writing. Any remaining assets shall be donated to charities as decided by the aforesaid majority of the Voting Members at the General Meeting.