HKCPMA Constitution
1. In this Constitution, the following terms shall have the meanings ascribed to them:
1. "Companies Ordinance" refers to Chapter 32 of the Companies Ordinance.
2. "Council" refers to the council established under this Constitution, composed of serving council members.
3. "Ex-officio Council Member" — any serving President of the Council shall, upon retirement, become an ex-officio council member of the succeeding term.
4. "Alternate Council Member" — any vacancy in the Council shall be filled by an Alternate Council Member. This provision is subject to the limitations in Articles 21(1) and 21(4) of this Constitution.
5. "The Association" refers to "The Hong Kong Corrugated Paper Manufacturers Association."
6. "Member" refers to any category of member of the Association, including any individual, firm, limited company, or factory engaged in the corrugated paper products or corrugated paper products manufacturing industry.
7. "General Member" refers to individual manufacturers, firms, and limited companies formally admitted to the Association that are engaged in the corrugated paper products manufacturing industry.
8. "Sponsor Member" refers to suppliers and service providers formally admitted to the Association, such as those engaged in and/or supplying paper materials, inks, machinery, transportation, and other related businesses.
9. "Overseas Member" refers to individuals, firms, and limited companies formally admitted to the Association that are engaged in the corrugated paper industry and various business and/or supply operations overseas.
10. "General Meeting" refers to the general meeting of the Association, including annual general meetings and extraordinary general meetings.
11. "Annual General Meeting" refers to the general meeting held annually by the Association, and includes the first general meeting of the Association.
12. "Extraordinary General Meeting" refers to a general meeting specially convened in accordance with this Constitution.
13. "Special Resolution" shall have the meaning as defined in Section 116 of the Companies Ordinance.
Any reference to the Companies Ordinance means the Ordinance as currently in force, including any amendments thereto.
Except where the context otherwise requires, the terms used in this Constitution shall be interpreted in accordance with the Companies Ordinance or any amendment thereto in force at the time of implementation.
2. The number of registered members of the Association is limited to one thousand. The Council may increase this number at any time.
3. The signatories of the Memorandum of Association and other manufacturers and limited companies engaged in the corrugated paper industry in Hong Kong, throughout China, and overseas, regardless of their scale, may become General Members, Sponsor Members, or Overseas Members upon approval by the Council. The annual membership fee shall be determined by the incumbent Council, with fees adjusted every two years. All General Members shall have equal rights, obligations, and voting rights. However, Sponsor Members and Overseas Members shall not be eligible for election as President or Vice President. This article is subject to Article 21(4) of this Constitution.
4. Any manufacturer or limited company wishing to join the Association as a General, Sponsor, or Overseas Member must complete the application form provided by the Association, proposed by one member and seconded by another. The application must be reviewed and recommended by the Council, then voted upon by the Council.
5. Membership fees are collected annually starting from January 1st.
6. Any member who has not paid the annual fee by March 31st, or who has withdrawn from the Association, or who has been expelled, shall thereafter have no rights or relationship with the Association, and any fees previously paid shall not be refundable.
Chapter 3 Meetings7. The first general meeting of the Association must be held within one to three months after incorporation. The venue shall be designated by the Council. Annual general meetings shall be held at least once a year, with the date and venue determined by the preceding annual general meeting, provided that the interval between annual general meetings shall not exceed fifteen months. If the preceding annual general meeting did not specify the date and venue, the Council shall determine and convene the meeting. General meetings referred to above are called ordinary general meetings; all other general meetings are called extraordinary general meetings.
8. In case of urgent matters, the President may convene an extraordinary Council meeting or extraordinary general meeting. Upon a joint written request from one-tenth of all members or a majority of Council members, the Council shall convene an extraordinary general meeting. This provision does not prejudice the rights of the requesting parties under Section 113 of the Companies Ordinance.
9. For extraordinary general meetings convened at the request of Council members or members, the requesting parties must state the purpose of the proposed business in the notice of the meeting. Such motions must be approved by three-quarters of the members present to be passed. This provision does not prejudice the rights of the proposers under Section 113 of the Companies Ordinance.
Chapter 4 Meeting Procedures10. All matters transacted at an extraordinary general meeting shall be deemed special resolutions. At annual general meetings, all matters other than the examination of accounts, balance sheets, the Council's report and the auditor's annual report, the election of Council members and other officers to fill vacancies, and the appointment and remuneration of auditors, shall be deemed special resolutions.
11. A quorum must be present at every meeting; otherwise, no business may be transacted.
12. The quorum for an annual general meeting is ten members. The quorum for a Council meeting is five Council members.
13. The quorum for an extraordinary general meeting is ten members.
14. If a meeting is convened by members and a quorum is not present within half an hour of the scheduled time, the meeting shall be dissolved. For other meetings, the meeting shall be adjourned to the same time and place the following week. If a quorum is not present within half an hour at the adjourned meeting, the members present shall constitute a quorum.
15. If the President is absent from a meeting, the Council members present shall elect one of the serving Vice Presidents to chair the meeting. If both the President and Vice Presidents are absent, the Council members present shall elect a Council member as temporary chairman.
16. With the consent of the meeting attended by a quorum, the chairman may adjourn the meeting from one time and place to another. If so determined by the members, the chairman must adjourn the meeting. An adjourned meeting may only continue the unfinished business of the original meeting and may not introduce new business. If a meeting is adjourned for ten days or more, notice of the adjourned meeting must be given in the same manner as for a newly convened meeting. Otherwise, no notice is required for an adjourned meeting.
17. At ordinary meetings, voting shall be by show of hands. At extraordinary meetings, this provision does not apply. In case of an equal vote, the chairman may exercise a second or casting vote. When the chairman declares a motion carried or lost, and this is recorded in the minutes, it shall be deemed conclusive evidence of the resolution, without needing to prove the number or proportion of votes for or against.
18. A member that is a firm or limited company may be represented by its proprietor, a designated manager, or an authorized representative.
19.
(1) For motions of a special nature at ordinary Council meetings, written notice must be submitted to the Council three days in advance.
(2) If a member persists in disorderly debate at a meeting, the chairman may leave the meeting and suspend it for fifteen minutes. If order is restored after this period, the chairman shall continue the meeting according to the agenda; otherwise, the meeting shall be dissolved.
(3) To ensure fair opportunities for all to express their views and to avoid unnecessary delays, each person may speak for no more than five minutes per turn, unless specially permitted by the chairman.
(4) If a Council member has been absent from Council meetings for four months, they must notify the Council in writing; otherwise, the Council will send a written inquiry regarding the absence. If the Council member is too busy, the Council may consider accepting their appointed representative to attend meetings. The Council member must apply in writing. If no reasonable cause for absence is provided and no representative has been appointed, the Council member shall be deemed to have resigned, subject to discussion by the Council and (if approved) alternate arrangements.
(5) The Association must maintain minutes of all meetings, recording all resolutions and decisions, and maintain an attendance register recording the names of attendees.
20.
(1) For annual general meetings or meetings to discuss special resolutions, at least twenty-one days' written notice must be given. For all other meetings, at least fourteen days' written notice must be given. The notice period does not include the date of sending or the date of the meeting. The notice must state the venue, date, and time of the meeting, and for special meetings, a summary of the motions to be discussed. Notices shall be sent to all members entitled to receive them, in accordance with the procedures set out below or as determined by the general meeting.
A meeting shall be deemed duly convened even if the notice period is shorter than that required by this Constitution, provided that:
(a) For annual general meetings or meetings to discuss "extraordinary" motions, the meeting is unanimously agreed to by all members entitled to attend; or
(b) For other meetings, the meeting is agreed to by a majority of members entitled to attend.
(2) Accidental omission to send notice to any member, or any member's failure to receive notice of a meeting, shall not invalidate any resolutions passed at that meeting.
21.
(1) The Council consists of no more than twenty-five Council members, all elected by vote of the general membership. Vacancies (due to retirement on grounds of age, death, resignation, or disqualification for other reasons) shall be filled by Alternate Council Members. This provision is subject to Article 21(4). Alternate Council Members are appointed by ordinary resolution of the members, and their term of office is the unexpired portion of the term of the Council member they replace.
(2)
(a) The term of office for Council members, starting from November 1, 2011 or thereafter, shall be three years. Any eligible Council member may be re-elected in accordance with Article 29.
(b) For the avoidance of doubt, Article 21(2)(a) shall not apply to Council terms beginning before November 1, 2011. Council terms originally expiring on October 31, 2010 shall be extended to the next Council term beginning on or after November 1, 2011.
(c) The term of the Council Chairman, starting from November 1, 2011 or thereafter, shall be three years. Any elected Council Chairman is eligible for re-election for one consecutive term only. Notwithstanding the above, any Council member is eligible to stand for election as Chairman, provided they did not serve as Council Chairman in the term immediately preceding the term for which they are standing.
(3) A Council member shall serve until the end of their term or until they lose qualification under Article 33 of this Constitution.
(4) The maximum number of Council members is twenty-five, including ex-officio Council members. The number of Sponsor Members and Overseas Members serving on the Council shall not exceed six (but may be fewer), and shall not exceed one-quarter of the total number of Council members. Any persons in excess of this number shall serve as Alternate Council Members.
22. Alternate Council Members may not attend Council meetings unless formally appointed to fill a vacancy.
23. The twelve permanent founding directors of the Association shall be granted the honorary title of Permanent Founding Council Member and shall be exempt from paying membership fees thereafter. They may also attend Council meetings.
24. Individuals who served as President or Vice President, Chairman or Vice Chairman, or Supervisor General or Deputy Supervisor General of the Association from the 1st to the 9th term shall, upon retirement, be granted the honorary title of Honorary President. The President retired from the 10th term (1988) and thereafter shall be titled "Former President."
Chapter 7 Rights and Responsibilities of Members25.
(a) The management of the Association's affairs shall be the responsibility of the Council. In addition to the powers expressly granted by this Constitution, the Council may exercise all powers of the Association and conduct all business of the Association, except for those powers that the Companies Ordinance or this Constitution requires to be exercised by the general meeting.
(b) The Council may, as it deems appropriate, appoint secretaries, officers, clerks, agents, and servants, whether for general or special service, grant them various powers, determine their salaries or allowances, and may dismiss or suspend such employees at its discretion.
26.
(1) The Council shall have one President and no more than five Vice Presidents, elected by Council members by a vote of one per person. Each Council member has one vote. This provision is subject to Article 21(4).
(2) Council members shall vote to elect suitable serving Council members to serve as heads and deputy heads of the following four departments: Finance Department, General Affairs and Recreation Department, Development Department, and Public Relations Department.
27.
(1) The President shall represent the Association in implementing all matters prescribed by this Constitution and all resolutions passed by the Association.
(2) The Vice Presidents shall assist the President in managing the affairs of the Association. In the absence of the President, the Vice Presidents shall elect one from among themselves to act on behalf of the President.
(3) The Secretary of the Association shall manage and execute all internal affairs in accordance with the resolutions of the Council.
(4) The Finance Officer shall keep all deeds of the Association, manage all financial affairs, and supervise all cash receipts and disbursements. In the absence of the Finance Officer, the Deputy Finance Officer may act on their behalf if necessary. All income shall be deposited in a reputable local bank as designated by the Council. The Finance Officer shall not be liable for any loss of such deposits if they have acted in accordance with this article; however, if losses are incurred due to non-compliance with this article, the Finance Officer shall be liable for compensation.
(5) The Council shall determine and periodically adjust the salaries of the Association's employees.
(6) The Council shall nominate a suitable candidate for the position of Legal Advisor at the annual general meeting. The appointment shall be confirmed at the annual general meeting, with a term concurrent with the Council. If remuneration is required, the amount shall be determined by the Council.
28. The Council may, by extraordinary resolution, make by-laws for the Association, and may by the same resolution repeal or amend them. Such by-laws, once made and implemented, shall be binding on all members. The following shall be deemed to be by-laws of the Association under this article:
(1) Regarding factories, firms, or limited companies eligible for membership.
(2) Regarding the conditions for factories, firms, and limited companies joining as General, Sponsor, or Permanent Members.
(3) Regarding the procedures for expulsion or suspension of membership, including conditions for General, Sponsor, or Permanent Members.
(4) Regarding the rights of members and the abolition of existing election methods and the adoption of other appropriate methods.
(5) Regarding the qualifications, authority, and conditions of members.
(6) Regarding the qualifications, authority, and conditions of members.
(7) Regarding sub-committees established for the management of the Association, and the appointment, dissolution, qualifications, disqualification, duties, authority, and privileges of such sub-committees.
(8) Regarding other special, urgent matters or miscellaneous affairs, such as receiving member donations, social or business entertainment, and related expenses.
29.
(1) Members of the Association shall, every three years and in accordance with the elections held under Article 21, elect a Council of no more than twenty-five members for the next term, subject to the directions of the incumbent Council.
(2) The date and method of conducting the election shall be organized by an election sub-committee, consisting of six members elected by the Council.
(3) Before the election, a list of members eligible for election shall be sent to all members, either in person or by mail. Members, upon receiving the list, shall mark the appropriate number of candidates they consider suitable for election to the Council, and return the list signed or sealed by the responsible person to the Association by the specified date.
(4) Each member of the Association has one vote. This provision is subject to Article 21(4).
30.
(1) All income and funds of the Association shall be deposited in a reputable local bank as designated by the Council. Proper books of accounts shall be maintained, listing the bank's current accounts. All cheques must be signed by the President or a Vice President, and counter-signed by the Finance Officer or Deputy Finance Officer. The Association's accounts must be audited monthly.
(2) The Council must maintain accurate accounts of any interest or income generated from the above.
31. At no time shall the Association hold cash exceeding one thousand dollars. All funds, apart from those needed for daily expenses, shall, if possible, be deposited to earn interest or used to purchase property. Any investment must be prudent and beneficial. The Council may, as it deems appropriate, choose any of the following investments:
(1) Depositing funds in a reputable Hong Kong bank to earn appropriate interest.
(2) Using funds for mortgages on Hong Kong properties, provided that the government lease of the mortgaged property has at least thirty-five years remaining from the date of the mortgage.
(3) Using funds to purchase Hong Kong properties, provided that the government lease of the purchased property has at least thirty-five years remaining from the date of purchase.
32. The common seal of the Association may not be used without the approval of the Council. Documents executed under the common seal must be signed by the President or a Vice President, and counter-signed by the Finance Officer or Deputy Finance Officer, or by a person duly appointed by the President.
Chapter 12 Disqualification of Council Members33. A Council member shall be disqualified if any of the following occurs:
(1) Becoming bankrupt or making a composition or arrangement with creditors generally.
(2) Resigning or ceasing to be a director under any Hong Kong law, ordinance, or court order, or under Article 19(4) of this Constitution.
(3) Becoming of unsound mind or mentally incapable.
(4) Submitting a written resignation to the Council.
(5) Being convicted of a criminal offense.
If any of the above circumstances (2), (3), or (5) is found to be true, the Council shall immediately convene an extraordinary meeting to appoint a replacement to fill the vacancy.
34. A Council member who has a personal interest in any contract or matter related thereto shall not vote on such contract, and if they do vote, their vote shall be deemed invalid.
35. The Association may, by special resolution, remove a Council member before the expiration of their term, and may, by ordinary resolution, fill the vacancy with an Alternate Council Member.
Chapter 13 Accounts36. The Council must maintain accurate accounts of all income and expenditure, the reasons therefor, and the assets and liabilities of the Association.
37. The Association's books of accounts must be kept at the registered office of the Association or at such other place as the Council deems appropriate, and must be open to inspection by Council members.
38. The Council may, from time to time, determine whether the Association's accounts and books may be inspected by members other than Council members, and if so, when, where, and under what conditions. Except as permitted by the Companies Ordinance, the Council, or the general meeting, no member who is not a Council member shall have the right to inspect any accounts or books of the Association.
39. The Council must, in accordance with Section 122 of the Companies Ordinance, prepare annual profit and loss accounts and balance sheets for audit, and present them at the annual general meeting for review and approval.
40. The balance sheet to be presented at the annual general meeting (including all reports required by the Companies Ordinance), together with the auditor's report, must be sent to all persons entitled to receive notice of the general meeting at least seven days before the meeting.
Chapter 14 Audit41. The appointment of the Association's auditors and the allocation of their duties shall be carried out in accordance with Sections 131, 132, and 133 of the Companies Ordinance.
Chapter 14 Notices42.
(1) The Association may send notices to members by mail or fax to the address and fax number registered with the Association.
(2) A notice sent by mail shall be deemed duly served if it is placed in an envelope, properly addressed, postage paid, and posted, and shall be deemed served twenty-four hours after posting.
43. The following are the names and firms of the twelve permanent founding Council members of the Association:
Choi Chi Leung United Paper Container Mfg. Ltd.
Chan Man Lung Hong Kong Paper Mills Ltd.
Wong Kam Yuen Siu Fok Ltd.
Yim Wu Pong Him Wo Paper Products Mfg. Ltd.
Sze Ying Shan Atlantic Paper Mfg. Ltd.
Lo Shu Hin Sun Kee Paper Products Ltd.
Chan King Cheung Kowloon Paper Products Ltd.
Lok Pak Mei Lok Sang Industrial Ltd.
Lee Chai Central Paper Products Ltd.
Kong Kam Wing Sun Wah Corrugated Paper Products Mfg.
Sit Kwok Yin Standard Paper Products Ltd.
Ng Chak Wah Sam Mei Industrial Paper Products Ltd.
Note: The content of this Memorandum and Articles of Association is based on the English version registered with the Companies Registry.
The names, addresses, and occupations of the signatories are as follows:
Choi Chi Leung Kowloon, Kwun Tong, Hing Yip Street No. 20 Merchant
Chan Kam Cheung Kowloon, Tai Kok Tsui, Yang Song Street No. 80 Merchant
Wong Kam Yuen Kowloon, Castle Peak Road No. 505 Merchant
Yim Wu Pong Hong Kong, Bonham Strand West No. 42, 3/F Merchant
Siu Wai Lung Kowloon, Wood Road No. 5 Merchant
Situ Yuen Kowloon, Kwun Tong, Hung To Road No. 80 Merchant
Lin Qiu Chuang Kowloon, Cheung Sha Wan Road No. 932 Merchant