HK Dolphins Constitution

A. NAME

The Society shall be called THE DOLPHINS (HONG KONG) SWIMMING SOCIETY (hereinafter called the Society).

B. REGISTERED ADDRESS

The registered address of the Society shall be at 8th Floor, Yien Yieh Bank Western Building, 32-36 Des Voeux Road West, Hong Kong.

C. OBJECTS

The objects of' the Society are:

1. To provide the use of facilities for and to promote the sport of amateur swimming in Hong Kong.

2. To organise time trials, swimming competitions both locally and internationally, interclub competitions and to encourage participation in HKASA swimming events.

3. To promote fitness and health, leisure, moral and social values and aesthetic awareness among swimmers, developing strong minds, bodies and characters. To unify families in Hong Kong, enhancing life through sport.

4. To provide on a charitable basis services and facilities and to encourage and maintain high standards of sportsmanship in Hong Kong.

5. To become a member society of the Hong Kong Amateur Swimming Association, and to promote and foster support for the sport of swimming.

6. To organise, supervise and operate from time to time social events and gatherings for such purposes.

7. To raise voluntary funds in support of the Objects of the Society and to receive and accept contributions from subscription, donation or otherwise for the same purpose.

8. To do all such acts or things as are incidental or conducive to the attainment of the above Objects or any of them.

D. FINANCE

1. All money payable to the Society shall be received by the Treasurer and deposited in a bank account in the name of the Society. No sum shall be drawn from that account except on written authority signed by two of the three signatories who shall be appointed from time to time by resolution of the Committee. Any monies not required for immediate use may be invested as the Committee in their discretion may think fit.

2. The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the Objects of the Society as set forth in this Constitution of the Society and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to any member of the Society and no member shall be appointed to any office of the Society paid by salary or fees or receive any remuneration or other benefit in money or monies worth from the Society. Provided that nothing herein shall prevent any payment in good faith by the Society:

(i) Of reasonable and proper remuneration to any member, officer or servant of the Society for any service rendered to the Society.

(ii) Of interest on money lent by any member to the Society at a rate per annum not exceeding 2% less than the minimum lending rate prescribed from time to time by the Hong Kong & Shanghai Banking Corporation or 3% per annum whichever is the greater.

(iii) Of reasonable and proper rent for premises or facilities used by the Society.

(iv) To any member or any other person of out of pocket expenses reasonably and genuinely incurred on behalf of the Society or its works or in pursuit of its Objects.

3. To invest the monies of the Society not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may be for the time being be imposed or required by Law and subject also as hereinafter provided.

4. To establish and support, or aid in the establishment and support of or to amalgamate with, any charitable associations or institutions formed for all or any of the purposes of the Society.

5. To pay all or any expenses occurred in connection with the formation, promotion and operation of the Society.

6. To employ all such officers and servants as may be required for the purposes as the Society and to remunerate all such officers and servants of the Society.

7. To make donations to such persons or bodies, either in, cash or in any other form, as the Society may think fit directly or indirectly conducive to any of its Objects or otherwise expedient.

8. The financial transactions of the Society shall be recorded in a proper set of books kept by the Treasurer.

E. MEMBERSHIP

Any person who wishes to become a member of the Society must apply in writing
to the Committee for membership of the society.

When any person is approved by the Committee and becomes a member, his name shall be entered in the Register of Members. A person shall cease to be a member on his death, incapacity, upon his resigning by written notice to the Committee or upon a special Resolution of the Society in general meeting.

F. SUBSCRIPTION

The annual subscription shall be such sum (if any) as may be determined from time to time at Annual General Meeting of the Society and shall be due on joining the Society and thereafter on the 1st day of January each year.

G. COMMITTEE

1. The Committee shall consist of the Chairman, Vice-chairman, Secretary, Treasurer and up to six elected members.

2. The Committee members and officers shall be proposed, seconded and elected by ballot at the Annual General Meeting. Election to the Committee shall be for three years. One third of the members of the Committee shall retire annually but shall be eligible for re election. The members so retiring being those who have been longest in office. Any casual vacancy occurring by resignation or otherwise may be filled by the Committee but any member so chosen shall retire at the next Annual General Meeting but shall be eligible for re-election at that Meeting.

3. Committee meetings shall be held not less than once every six months and the quorum shall be three. The Chairman and the Secretary shall have discretion to call further meetings of the Committee if they consider it to be in the interests of the Society. The Secretary shall give all the members of the Committee not less than (two) days oral or written notice of a meeting. Decisions of the Committee shall be made by a simple majority and in the event of equality of votes the Chairman (or the acting Chairman of that meeting) shall have a casting or additional vote. The Secretary, or in his absence a member of the Committee, shall take minutes.

4. In addition to the members so elected, the Committee may co opt further members of the Society who shall serve until the next Annual General Meeting. Co-opted members shall not be entitled to vote at the meetings of the Committee.

5. The Committee may from time to time appoint from among the members such sub committees as it may consider necessary and may delegate to them such of the powers and duties of the Committee as the Committee may determine. All sub committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.

6. The Committee shall be responsible for the management of the Society and shall have the sole right of appointing and determining the terms and conditions of service of employees of the Society. The Committee shall have power to enter into contracts for the purposes of the Society on behalf of all members of the Society.

H. ANNUAL GENERAL MEETING

1. The Annual General Meeting of the Society shall be held each year not later than 15 months from the last preceding Annual General Meeting to transact the following business:

(i) to receive the Chairman's report of the activities of the Society during the previous year;

(ii) to receive and consider the accounts of the Society for the previous year and the Auditor's report on the accounts and the Treasurer's report as to the financial position of the Society;

(iii) to remove and elect the Auditor or confirm that he remain in office;

(iv) to elect the Officers and other members of the Committee;

(v) to deal with any other resolutions of which not less than 21 days prior written notice has been given to the Secretary.

2. Nominations for election of members of any office for membership of the Committee shall be made writing by the proposer and seconder to the Secretary.

I. SPECIAL GENERAL MEETING

A Special General Meeting may be called at any time by the Committee and shall be called within 28 days of receipt by the Secretary of a requisition in writing signed by not less than 10 members stating the purposes for which the meeting is required and the resolutions proposed.

J. PROCEDURE AT THE ANNUAL AND SPECIAL GENERAL MEETINGS

1. The Secretary shall send to each member at his last known address written notice of the date, time and place of the Annual General Meeting together with the resolutions to be proposed thereat at least (14) days before the meeting.

2. (a) The quorum for the Annual and Special General Meetings shall be 10% of the members of the Society.

(b) If a quorum is not present within 30 minutes of the appointed time of the meeting, then those members present shall constitute a quorum.

3. The Chairman or in his absence a member selected by the Committee, shall take the chair. Each member present shall have one vote and resolutions shall be passed by a simple majority. In the event of an equality of votes the Chairman shall have a casting or additional vote.

4. The Secretary, or in his absence a member of the Committee, shall take minutes at Annual and Special General Meetings.

K. ALTERATION OF THE CONSTITUTION

The Constitution may be altered by resolution at an Annual or Special General Meeting provided that the resolution is carried by a majority of at least two thirds of members present at the General Meeting. No amendment shall be effective until approved in writing by the Registrar.

L BY-LAWS

The Committee shall have power to make, repeal and amend such by laws as they may from time to time consider necessary for the well being of the Society, which bye laws, repeals and amendments shall have effect until set aside by the Committee or at a General Meeting.

M. RESIGNATION

1. A member shall cease to be a member if he gives written notice to the Secretary of his resignation.

2. A member whose subscription is more than two months in arrears shall be deemed to have resigned.

N. DISSOLUTION

1. If upon the winding up or dissolution of the Society there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other institution or institutions having Objects similar to the Objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as imposed upon the Society under or by virtue of Clause D(2) hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution, and if and insofar as effect cannot be given to such provision, then to some other charitable Object.

2. A resolution to dissolve the Society shall only be proposed at a Special General Meeting and shall only members present.

3. The liability of the Society is unlimited. Any debts and liabilities at the time of dissolution shall be borne equally by the Committee members and officers in accordance with the general law on agency.

Dated this day of 2004.