THE COMPANIES ORDINANCE (CHAPTER 32)

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Company Limited by Guarantee and not having a share capital

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MEMORANDUM OF ASSOCIATION


OF

HONG KONG MENSA LIMITED

  1. The name of the Company is HONG KONG MENSA LIMITED (hereinafter called .HK Mensa.).

  1. The registered office of HK Mensa shall be situated in Hong Kong.

  1. The objects of HK Mensa are:-

(a)to take over the whole or any part of the real and personal property belonging to, to take up all the past and existing members of, and to undertake all or any of the liabilities of, the unincorporated society known as Hong Kong Mensa;
(b)to identify and foster human intelligence for the benefit of humanity;
(c)to encourage research in the nature, characteristics and uses of intelligence;
(d)to provide a stimulating intellectual and social environment for its members; and;
(e)to do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them.

  1. HK Mensa shall operate within the following policies:-

(a)that intelligence should be used for the benefit of humanity;
(b)that, as HK Mensa encompasses members representing many point of view, consequently HK Mensa shall not take any political action other than the publication of the results of its investigations, nor have any ideological, philosophical, political or religious affiliations;
(c)that members or groups of members may not publicly expressly opinions or make statements on behalf of HK Mensa as an organisation; and
(d)that it is a non-profit making organisation.

  1. HK Mensa is one of a number of National Mensas which comprise International Mensa.


  1. HK Mensa shall be a non-profit making and charitable organisation. The income and property of HK Mensa shall be applied solely towards the promotion of the objects of HK Mensa as set forth herein, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise to the members of HK Mensa PROVIDED that nothing herein shall prevent the payment in good faith, of remuneration to any officers or servants of HK Mensa, or to any member of HK Mensa in return for any service actually rendered to HK Mensa.

  1. The liability of the members is limited.

  1. Every member of HK Mensa undertakes to contribute to the assets of HK Mensa, in the event of its being wound up during the time he or she is a member or within one year or upwards before the commencement of the winding-up, for payment of the debts and liabilities of HK Mensa contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding HK$1.00.

  1. In case of winding up or dissolution, the assets of HK Mensa, after discharging its liabilities shall be disposed of in a manner consistent with the objects and policy of HK Mensa, as directed by the members present at such General Meeting, provided that none of the assets shall be distributed to the members who shall have no interest in or right thereto.

  1. HK Mensa will be dissolved if the International Board of Directors shall refuse or no longer recognise it as a National Mensa or a Provisional National Mensa. In the event of such dissolution, the Board shall have the following powers and duties:-

    1. Discharge of all existing liabilities from the funds of HK Mensa;
    2. Transfer of all testing and membership records to Mensa International Limited;
    3. Reassignment of all legal rights to the Mensa name and logo to Mensa International Limited; and
    4. Distribution of the remaining funds and assets as provided in Clause 9 above.

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THE COMPANIES ORDINANCE (CHAPTER 32)

__________________

Company Limited by Guarantee and not having a share capital

__________________

ARTICLES OF ASSOCIATION

OF


HONG KONG MENSA LIMITED


1. In these Articles:

"The Ordinance" means the Companies Ordinance, (Chapter 32).

    "HK Mensa" means Hong Kong Mensa Limited.

    "Board" means the Board of Directors of HK Mensa.

    .Directors. means the directors of HK Mensa.

    .International Supervisory Psychologist. means such psychologist as shall be appointed by International Mensa from time to time.

    .Members. means the members of HK Mensa.

    "Seal" means the common seal of HK Mensa

    "Month" means calendar month.

    "In Writing" or "Written" means and includes printed, lithographed, typewritten, facsimile and electronically transmitted images represented or reproduced in any manner in a visible form. When any provision of the Ordinance is referred to the reference is to such provision as modified by any Ordinance for the time being in force.

    2. Unless the context otherwise requires, expressions defined in the Ordinance or any statutory modification thereof in force at the date which these Articles become binding on HK Mensa, shall have the meaning so defined.

    3. A reference of the singular shall include the plural, and a reference to the masculine shall include the feminine and vice versa.

Membership


Number of Members

  1. The number of the Members with which HK Mensa proposes to be registered shall be 10,000, but the Board may from time to time register an increase of Members. The subscribers to the Memorandum of Association shall be the first Members of HK Mensa.

Eligibility

  1. Persons who have obtained a score within the upper two percent of the general population on an intelligence test that has been approved by the International Supervisory Psychologist and that has been properly administered and supervised, shall be eligible for membership. There shall be no other qualification or disqualification for initial membership.

Place of membership

    6. (a) Persons eligible for membership shall, upon proof of residency in Hong Kong and provided that they are not currently subject to any sanction imposed by HK Mensa or the International Board of Directors or otherwise suspended, be offered membership of HK Mensa. No Member shall, at the same time, be a Member of HK Mensa and either a Direct International Member or a member of another National Mensa.

  1. Persons eligible for membership who do not wish membership assigned by residence, may apply direct to International Mensa and subject to International Mensa's approval, may be offered membership as Direct International Members or as members of a National Mensa in the country or area of which they are citizens, subjects or residents.

  1. Members may apply for transfer of membership to another National Mensa subject to the rules and regulations of International Mensa.

Transitional

    7. Clause 6 above shall not be a bar to membership whilst a Member leaves one National Mensa to join another.

Conditions of membership

8. As a condition of membership, Members shall:-

    (a)abide by this Memorandum and Articles of Association;
    (b)pay any subscriptions or dues as set or modified from time to time by the Board;
    (c)permit their names and addresses to be published in any duly authorised Mensa listings;
    (d)abide by the constitution of International Mensa provided it is not in conflict with the laws of Hong Kong Special Administrative Region; and.
    (e)abide by the rules and regulations of HK Mensa as shall be prescribed and amended from time to time.

    9. A Member's failure to pay subscriptions or dues as provided in Clause 8 immediately on demand shall, without further notice, constitute resignation forthwith from HK Mensa.

    10. The Committee may suspend the membership of a Member or expel a Member if the Member acts contrary to the interests of HK Mensa or is guilty of conduct unbecoming of a Member or is in breach of the HK Mensa's rules and regulations. Whilst suspended the Member shall have none of the rights, benefits or privileges of membership but he or she shall remain liable to pay subscriptions or other dues.

Member in good standing

  1. A Member in good standing shall be a person who has accepted an offer of membership, has paid all subscriptions or dues owed and is not currently subject to any sanction imposed by HK Mensa or the International Board of Directors or otherwise suspended. Every Member in good standing shall have the same rights and privileges accorded to every other member without qualification or limitation, except insofar as certain restrictions apply to guest members, if any.

    Conduct of members

Disputes with Mensa

  1. Save as otherwise provided Members having a dispute with HK Mensa, or with any other Member, arising out of Mensa related activities, shall exhaust all avenues of settlement and redress within HK Mensa.

  1. Members who still feel aggrieved shall then exhaust all similar avenues of settlement and redress with the International Board of Directors whose decision shall be final and binding. Failure to follow this procedure may be considered an act inimical to HK Mensa.

Disciplinary Actions

  1. Sanctions may be imposed by HK Mensa on any of its Members who commit an act inimical to Mensa, provided that a fair and impartial hearing has been conducted.

  1. Sanctions may include censure, suspension or removal from office for a specified time, suspension of membership for a specified term, or expulsion from membership.

Membership lists

  1. Every Member shall report his name, Hong Kong Identity Card number and/or passport number, address and email address to the Honorary Secretary, and shall inform him or her, as soon as practicable, in writing, of any change of these details.

  1. All notices, reports and other such correspondence dispatched by post to an address or, by email to an email address, recorded by the Honorary Secretary shall be deemed to have been delivered to the Member concerned.

The Board

Functions and duties of the Board

  1. The functions and duties of the Board shall include:-

    (a)management and development of HK Mensa;
    (b)promotion of the stated objects and policy of HK Mensa;
    (c)arranging tests for those who apply for membership;
    (d)supervision of special interest groups;
    (e)maintenance of an office and appropriate records;
    (f)maintenance of good relationship with International Mensa and other National Mensas; and
    (g)organisation of all such functions or events as are beneficial to HK Mensa and the Members.

Composition and responsibilities

  1. The Board shall comprise:-

    a Chairman;

    a Vice Chairman;

    an Honorary Secretary;

    an Honorary Treasurer; and

    not less than 3 but not more than 5 other Members.

  1. All members of the Board shall become Directors of HK Mensa. The responsibilities of the Directors shall be those that by convention and tradition are normally undertaken by such position. A member may only hold one position on the Board at any one time, save in exceptional circumstances.

Board Meetings

  1. The Board shall meet as often as necessary to effectively carry out its functions.

  1. The Chairman, or in his absence, the Vice Chairman shall preside at such meetings.

  1. A quorum is formed only if more than half of the total number of Directors are present at a meeting, and one of the Directors present at the meeting must be the Chairman, or in his absence, the Vice Chairman.

  1. All decisions of the Board shall be taken by simple majority vote of the Directors present. In the event of equality, the Chairman, or in his absence, the Vice Chairman shall have a casting vote.

  1. A Director shall not vote at a meeting of the Board on any resolution concerning a matter in which he has a direct or indirect interest which is material and which conflicts or may conflict with the interests of HK Mensa. A Director shall declare his interest before the resolution is put to vote and he shall not be counted in the quorum in relation to the resolution on which he is not entitled to vote.

  1. A proposal circulated to all Directors in writing and approved unanimously in writing and signed by all of them, shall be considered as a resolution properly passed at a Board meeting.

  1. In the event of a vacancy arising on the Board during the term of office, the remaining Directors of the Board may fill such vacancy as they deem fit. The Board shall also have the power to invite any Member to fill a vacancy as it deems fit. Members shall be entitled to raise objection within 10 days from the date when announcement has been made for the taking up of the vacancy by such Director or Member and if the Board has received within 10 days from the date thereof 5 or more objections from Members regarding the new engagement of such Director or Member, the Board shall arrange a General Meeting to re-elect a Member to take up that vacated post.

  1. The Board shall have the power to co-opt any Member to assist the Board or to a sub-committee for any special purpose but such co-opted Member shall not be a Director of HK Mensa.


  1. Appointments under Clauses 27 and 28 shall not extend beyond the conclusion of the following Annual General Meeting in which election of Directors is to be held.


  1. Upon the written request of any one Director, the Board shall convene, within 14 days, to hear any matter detailed in such request. If at such hearing no quorum is present the requisitionist shall be entitled to call an Extraordinary General Meeting.

  1. The Honorary Secretary, or in his absence, any other Director shall record minutes of all business transacted at any meeting (Board, Annual or Extraordinary). The minutes of a previous meeting are to be passed, with or without amendment, as soon as practicable at the next such similar meeting.

Elections

  1. The term of office of the Directors is, subject to the provisions of this Memorandum and Articles of Association, 2 years. A Director cannot stay in the same position in the Board for more than 2 consecutive terms since he was last elected to or invited to fill in the post. Save where Clause 27 applies, Directors shall be elected at the alternate Annual General Meeting.

  1. No later than 30th April of each even-numbered year, the Board shall appoint an election supervisor who shall in turn form an election committee. Neither the election supervisor nor any member of the election committee shall be a member of the present Board nor a candidate for election to the next Board. The election committee shall be responsible for the conduct of the election, announcing whatever rules and regulations it shall deem necessary; setting out the format and procedure for nominating candidates; preparing ballots and written material; and selecting an independent body to receive, count, and certify results of the voting.

  1. The election committee shall cause to be published, no later than 28 days preceding the election, a notice to Members inviting nominations for election to the Board and specifying that nominations must be received by the election committee no later than 14 days before the election, what format they shall follow, and where they must be sent. Each nomination must be supported by at least two Members and must contain a written endorsement by the candidate that he is willing to stand for election to the Board.

  1. Each candidate or group of candidates on the ballot may designate a representative to observe the counting of votes.

  1. The election committee shall notify the Board, the office of International Mensa and all the candidates of the number of votes cast for each candidate as soon as practicable but in any event no later than 14 days after the election.

Disqualification and Removal

  1. The office of a Director shall be vacated immediately:

    (a)if he ceases to be a Director by virtue of any provision of the Ordinance or he becomes prohibited by law from being a director; or
    (b)if he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
    (c)if he is, or may be, suffering from mental disorder and he is admitted to hospital voluntarily or in pursuance of an application for admission for treatment under the Mental Health Ordinance (Cap.136); or
    (d)if he resigns his office in writing to the Board; or
    (e)if he ceases to be a Member; or
    (f)if he has failed without prior leave of absence granted by the Chairman or the Vice Chairman to attend three consecutive meetings of the Board (any Board meetings held within a period of 10 days will be regarded as a single meeting for the purpose of this clause); or
    (j)if a motion is passed at a General Meeting stating that the named Director shall be removed from office immediately. The Board may suspend the duty of this named Director pending the General Meeting when written request for his removal from office is received by the Chairman or by the Honorary Secretary.

General Meetings

Annual and other General Meetings

  1. The Annual General Meeting of HK Mensa shall be held in the Hong Kong Special Administrative Region as soon as practicable after accounts for the preceding year are available, and in any case, no later than 30th June in each year.

  1. The Annual General Meeting shall have the following purposes:-

    (a)to adopt, with or without amendment, the minutes of the previous meeting;
    (b)to discuss any matter relating to policy or the management of HK Mensa of which due notice, in writing, has been given to the Members;
    (c)to receive reports from the Chairman and Honorary Treasurer;
    (d)to elect the Board for the next term, if applicable;
    (e)to approve the accounts; and
    (f)any other business in accordance with Clause 41.

  1. The Chairman, or in his absence, the Vice Chairman, shall have the sole discretion to accept any other business of which notification has not been duly received.


  1. Members shall be notified in writing by the Chairman or the Honorary Secretary at least 28 days before the date of such meeting. The notification shall include:-

    (a)the date, time and location of such meeting;
    (b)a request for candidates for election to the Board, if applicable;
    (c)a request for items of business to be discussed at such meetings;
    (d)the Auditor's report; and
    (e)any other papers, publication or correspondence as deemed appropriate by the Board.

  1. Ten Members shall form a quorum at any General Meeting. If within 30 minutes of the appointed time a quorum cannot be formed, the meeting shall be adjourned and reconvened within one month. Members shall be given 14 days notice, in writing, of the new date, time and location only. At the second meeting any number of Members present shall form a quorum.

  1. The Chairman, or in his absence, the Vice Chairman shall preside at such meetings.

  1. All decisions at any General Meeting shall be taken by simple majority vote of the Members present unless it is stated otherwise in the Companies Ordinance. In the event of equality of votes, the chairman of the meeting shall, except on election of Directors, have a casting vote. At all elections and referenda conducted by or within HK Mensa proponents and opponents shall be given reasonable opportunity to state their positions and no recommendations on how to vote shall appear on the ballot form.

  1. At any General Meeting every proposed resolution put to the vote of the meeting shall be decided on a show of hands of the Members entitled to vote present unless a poll is (before or on the declaration of the result of show of hands) demanded:-

    1. by the chairman of the meeting; or

    1. by a least two Members entitled to attend and vote at the General Meeting present in person or by proxy.

  1. Unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has on a show of hands be carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book of the minutes of proceedings 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.

  1. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

  1. On a poll both the votes given personally by Members entitled to vote present and by proxy shall be counted.


  1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. Only a Member may act as a proxy.

  1. Without affecting the generality of Clause 37, the instrument appointing a proxy shall be deposited at the registered office of HK Mensa or in such manner and at such other place within Hong Kong as is specified for that purpose in the notice for 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 proposed to vote, and in default the instrument of proxy shall not be treated as valid.

  1. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-

    .To: Hong Kong Mensa

    I ______________________, of ____________________________________being a Member of Hong Kong Mensa entitled to attend and vote at the [Annual or Extraordinary, as the case may be] General Meeting of Hong Kong Mensa to be held on the _______day of ___________________, hereby appoint ____________________of _________________________________________________as my proxy to vote for me on my behalf at the aforesaid general meeting and at any adjournment thereof.

    Signed this _________ day of ________________________.

    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).

  1. The instrument appointing a proxy shall be deemed to confer on the proxy the authority to demand or join in demanding a poll.

  1. Only Members of good standing shall be entitled to attend a General Meeting and participate in the proceedings. Members shall not be considered to be of good standing for the purpose of this Clause if his subscriptions or dues are only paid on the day of the General Meeting.

  1. All elections, general meetings and referenda shall be conducted in a manner which affords all members equal access to voting by secure means. Members who do not have access to a secure electronic balloting process shall be given the option to vote by postal ballot.

Extraordinary General Meetings

  1. Save as provided in Clause 30, upon the written request of any five Members of HK Mensa to the Chairman or the Honorary Secretary, the Board shall within 21 days of the receipt of the written request call an Extraordinary General Meeting to be held within a further period of 28 days. The written request must specify in detail the object of such proposed meeting.

  1. Members shall be notified in writing by the Chairman or the Honorary Secretary at least 21 days before the date of such meeting. The notification shall include:-

    (a)the date, time and location of such meeting;
    (b)the reasons for such meeting; and
    (c)any other papers, publications or correspondence as deemed appropriate by the Board.

  1. Discussion and resolutions at such Extraordinary General Meeting shall be strictly limited to the objects detailed in the request.

  1. The procedures for notifying members, the composition of the quorum and general management of the meeting shall follow the procedures set out in Clauses 42 to 54.

Finance


    59. The Directors shall cause proper books of account to be kept with respect to:-

    (a)all sums of money received and expended by HK Mensa and the matters in respect of which the receipt and expenditure takes place;
    (b)all sales and purchases of goods and services by HK Mensa; and
    (c)the assets and liabilities of HK Mensa.

    60. The books of account shall be kept at the registered office of HK Mensa, or , subject to the Ordinance, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

    61. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before HK Mensa in the Annual General Meeting, together with a copy of the Directors. report and a copy of the Auditor's report, shall not less than 28 days before the date of the meeting be sent to the Members.

    62. Auditor shall be appointed and his duties regulated in accordance with the Ordinance.

    63. Cheques and other financial documents shall be signed on behalf of HK Mensa by the Honorary Treasurer and one other person; either the Chairman, Vice Chairman or Honorary Secretary.

    64. The funds of HK Mensa are to be used in furtherance of the functions and duties of the Board as detailed in Clause 18.

    65. The Board shall not authorise expenditure in excess of the total financial reserves of HK Mensa.

    66. Directors of the Board shall not be paid by HK Mensa except for reimbursement of expenses incurred on Mensa business.

Amendments to Memorandum and Articles of Association


    67. Any alteration, amendment or addition to this Memorandum and Articles of Association shall be subject to the approval of a General Meeting of HK Mensa. Proposed alterations, amendments or additions must be submitted to, and approved by, International Mensa before voting.

    68. A copy of the proposed alterations, amendments or additions shall be sent to all Members together with the notification of the General Meeting.

    Liabilities

  1. Neither HK Mensa nor the Directors nor any Member (apart from the defaulting Member) shall owe any liability or responsibility to a Member for any loss, damage, expense or claim that a Member may suffer, as a Member, however the same may be caused.

The Seal

  1. The Chairman shall provide for the safe custody of the seal and every instruments to which the seal shall be affixed shall be signed by the Chairman and countersigned by a second Director.

Governing Law

  1. This Memorandum and Articles of Association shall be governed and interpreted in accordance with the laws of the Hong Kong Special Administrative Region.

    Relationship with International Mensa

  1. HK Mensa is affiliated with International Mensa, an unincorporated international society, and with its constituent member group. As an affiliate, HK Mensa uses the name .Mensa. and its emblem with the permission of International Mensa and Mensa International Limited, the legal owner of the name and mark. Once recognised as a National Mensa, HK Mensa will contribute to the funding of International Mensa by paying an appropriate portion of its income to Mensa International Limited in accordance with the policies adopted by the International Board of Directors.
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