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Constitution

19 February 2011

LANTAU BUFFALOS CONSTITUTION

 

Article 1      PREAMBLE

(1)           The name of this association is "Lantau Buffalos". It is referred to below as "the Association".

(2)           The Association is registered under the Societies Ordinance.

(3)           The Association may affiliate with other bodies promoting all forms of sporting activities.

 

Article 2      OBJECTIVES

The objectives of the Association shall be:

(1)           As its core value to encourage, promote and develop sporting activities in Hong Kong (including Adventure racing, Cycling, Mountain Biking, Road and Trail Running, Swimming, and Triathlon (“Multisports”)), and to do this among all sections of the community;

(2)           To support and participate in sporting events organised by others, including by fielding teams representing the Association, and to do so in a sportsmanlike manner;

(3)           To support charities on a periodic basis;

(4)           Funding of the Association initially via a small mark up on the sale of Lantau Buffalos branded sportswear. Future funding to be agreed by the Association;

(5)           To be creative in organizing and/or participating in Multisports, social and other events intended to generate and foster a club spirit and a positive identity and image for the Association;

(6)           To promote the Association actively with a view to increasing its membership and thereby ensuring its financial stability, its ability to organise events and its continuation in the long term;

(7)           To communicate actively with the membership of the Association and to encourage communication among the membership with a view to the future development of the Association; and

(8)           To do all such other things as are incidental or conducive to the attainment of the objectives of the Association or any of them.

 

Article 3      MEMBERSHIP, VOTING RIGHTS AND SUBSCRIPTIONS

(1)           Membership of the Association shall at all times be unlimited in number.

(2)           Membership shall be open to all persons.

(3)           To become a member, a member must sign in as a member under the Associations web site www.LantauBuffalos.org. Each member must also read the safety message and shall be deemed by the Association to have read the safety message.

(4)           Membership of the Association shall carry the following rights, obligations, privileges and responsibilities:

(a)           Regular members

A regular member has the right to vote and to become a Committee member of the Association. Only regular members may be selected by the Association to represent it locally or abroad. Regular members also have the right to post messages on the Association’s forum, and they may offer suggestions to the Association concerning its strategy and day-to-day operations.

(b)           Committee members

Committee members have the same rights, obligations, privileges and responsibilities as a regular member. Moreover, Committee members shall decide on issues pertaining to the strategy and day-to-day operations of the Association.

Article 4      ORGANIZATION AND ADMINISTRATION

(1)           The Association shall be governed by the Committee in whom shall be vested the authority to run the affairs of the Association within the limits of this Constitution and applicable laws of Hong Kong.

(2)           The Committee shall consist of

(a)           a Chairperson,

(b)           a Vice Chairperson,

(c)           a Treasurer; and

(d)           such other members (including the above-mentioned not exceeding 10 in total) as shall be elected or appointed under the provisions of this Article.

(3)           Without prejudice to Article 8(1), all Committee members shall serve gratis.

(4)           The tenure of the appointments shall be one year, except when the unexpired portion of a Committee post is being filled in which case the new member shall serve for the remainder of the existing term of office. Committee members may be re-elected, provided that no member shall stay in the same office for more than two successive terms. By changing the composition of the Committee annually, it gives the Association the opportunity to keep on evolving.

(5)           The Chairperson may appoint individual members to fill the unexpired portion of Committee members' terms due to the resignation or departure of the member(s) from Hong Kong. The Chairperson may also make temporary appointments to any Committee post left vacant by the temporary absence or incapacity of the incumbent.

(6)           In the event of the resignation or departure from Hong Kong of the Chairperson, the Vice Chairperson automatically becomes the Chairperson for the remainder of the term.

(7)           All Committee members will be required to resign and make recommendations for their replacement by the 28th of February of each year.

 

Article 5      FUNCTIONS AND POWERS OF THE COMMITTEE

(1)           The Chairperson shall represent the Association, direct the various officers in their work, take overall charge of the Association and preside over meetings.

(2)           The Vice Chairperson shall assist the Chairperson in his/her work as requested and directed by the Chairperson. The Vice Chairperson shall also act for the Chairperson when the latter is absent, ill or on leave.

(3)           The Treasurer shall take charge of all financial matters, including the preparation of financial reports.

(4)           The additional Members shall perform functions as directed by the Chairperson, including (but not limited to) the production of a news bulletin, recruiting of new members and directing particular races and special activities.

 

Article 6      MEETINGS

(1)           Annual General Meeting ("AGM")

(a)           The AGM shall take place no earlier than January 5th and no later than February 28th each year. The business of the AGM shall be to receive and consider the Chairperson’s report and the Treasurer’s report, to elect all office holders and members of the Committee and to transact any other business of which due notice has been given.

(c)           Notice

At least two weeks’ (14 days) notice of an AGM shall be given to all members. The notice shall include the date and place of the AGM and the business to be transacted. Any member shall be entitled to give notice in writing at least 48 hours before the AGM, to bring up any matter at the AGM not included in the notice to the AGM. A 2/3 majority of the members present and eligible to vote may also accept further business transactions, provided this does not cover any constitutional changes which must be notified before the AGM.

(d)           Quorum

No business shall be transacted at any AGM unless a quorum is present. The quorum shall be fifteen members present. In the event of a quorum not being present, the meeting shall be adjourned and reconvened no earlier than fourteen days later or as soon thereafter as practicable, provided this does not exceed 21 days. Any number of members present at this meeting shall constitute a quorum, providing all members have received seven days notification of the meeting.

(e)           Elections

(i)      Where only one candidate stands for election, the vote may be open. Where two or more candidates present themselves the vote shall be by secret ballot with the candidate(s) with the highest number of votes received (including proxies) being elected. In the event of a tie, the vote shall be repeated until a candidate receives a one-vote margin over the next highest vote getter. Two ballot counters shall be appointed before any contested election.

(ii)     Nominations for Committee members may be made from the floor, provided the nominee is present and accepts the nomination.

(f)            Proxies

Proxy votes shall be permitted at the AGM only for business notified before the AGM. Proxy votes must be registered with the Chairperson before voting takes place at the AGM and the Chairperson shall call for such votes to be registered at the appropriate time. This registration shall in no way restrict the bearer’s rights to exercise these votes. Proxy votes must be dated and authorized in writing by the member giving such proxy. Proxies may be revoked and re-assigned at the discretion of the member provided this is done in writing. Proxies may direct their nominees to vote as directed or to cast their votes as they please.

(2)           Extraordinary General Meetings ("EGM")

An EGM may be called by the Chairperson with another Committee members acting as seconder or by a minimum of three members of the Association. The Chairperson is to determine the business to be transacted and he/she shall direct that an Extraordinary General Meeting be called within 30 (thirty) days.

The agenda of the proposed meeting shall be circulated to all members fourteen days before the meeting.

Procedures at Extraordinary General Meetings shall be the same as at Annual General Meetings, including quorum, rights to vote, elections and proxies.

             (3)           Committee Meetings

(a)           Each Committee member shall have the right to attend all General Committee meetings.

(b)           The Chairperson shall preside at all General Committee meetings. In his/her absence the Vice Chairperson shall preside. If neither is present, a representative of those attending shall be elected to act as Chairperson.

(c)           No Committee Meeting shall be held without at least three members present which shall constitute a quorum.

(d)           Voting on all motions shall be by way of a show of hands, unless a secret ballot is demanded by no less than one third of the members present.

(e)           Except where otherwise provided by these Articles, all motions shall be decided by a simple majority of those present and voting.

(f)            Each Committee member shall have one deliberative vote while the Chairperson of the meeting shall be entitled to a casting vote in addition to his/her own vote.

(g)           Voting by proxy is permitted at Committee meetings.

Article 7      MINUTES

(1)           Minutes are to be kept of all meetings. These shall be available to members upon request seven days after the meeting, but do not have to be mailed to them, unless specifically authorised by the Chairperson.

(2)           All minutes are to be approved at the next meeting.

(3)           Minutes of the last AGM shall be provided to all members attending the next AGM. Likewise, minutes of Extraordinary General Meetings held during the year shall be provided to all members attending the next AGM.

 

Article 8      FUNDS OF THE ASSOCIATION

             (1)           The funds of the Association shall be used only for the promotion and organization of activities of the Association and the purchase of prizes for Multisports events organized or supported by the Association.

             (2)           The Association shall maintain a bank account with a bank designated by the Committee. All funds in excess of HK$500 shall be deposited in this account.

             (3)           Withdrawals from the bank account or cheques must be signed jointly by any two of the Committee members, one of whom must be the Chairperson, Vice Chairperson, or Hon. Treasurer.

             (4)           Small expenses, below HK$500 at a time, may be paid out of petty cash. Such expenses may be approved singly by the Chairperson, the Vice Chairperson or Hon. Treasurer or jointly by any two Committee members.

             (5)           Sources of funds

(a)           Sale of Association merchandise

(b)           Entrance fees from races organised by the Association

(c)           Sponsorship and donations

(d)           Royalty income from the authorised use of the Association's name in endorsements

(e)           Others, including but not limited to publication of occasional souvenir programs or other printed material.

 

Article 9      DEBTS AND LIABILITIES

(1)           The members of the Association shall become equally liable for any debts and liabilities accrued by the Association in the management of its affairs.

(2)           Should the Association be dissolved, all surplus funds shall be spent within twelve months for the promotion or organization of Multisports under the supervision of two trustees, to be named by the Association. Any unspent monies after that date shall be transferred to a Hong Kong charity designated by the Committee.

 

Article 10     DISSOLVING OF THE ASSOCIATION

(1)           Any motion to dissolve the Association must be circulated in writing to all members twenty-one (21) days before a meeting voting on the matter takes place.

(2)           The Association can be dissolved only with the approval of a two-thirds majority of those present and entitled to vote.

(3)           A special quorum of twenty (20) members or thirty (30) per cent of all members, whichever is higher, shall be met before a resolution to dissolve the Association can be passed. In the event of a quorum not being present, the meeting shall be adjourned and reconvened no earlier than fourteen days later or as soon thereafter as practicable, provided this does not exceed 21 days. Any number of members present at this meeting shall constitute a quorum, providing all members have received seven days notification of the meeting.

                 

                Article 11     AMENDMENTS

               (1)           Any amendment to this Constitution must be notified to all members at least fourteen (14) days before a meeting which must be an EGM or AGM.

(2)           No additional amendments, even though related to those already tabled, may be passed unless they have been circulated to all members fourteen (14) days in advance. A simple majority of members present and voting shall be sufficient to vote on constitutional amendments.

(3)           Any amendment to this Constitution shall be approved by the Registar of Societies before it comes into effect.

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