Articles of
association summary

Summary of the Articles of Association of
Environmental Contractors Management Association Limited
incorporated on the 30th day of August, 2017 as a Company Limited by Guarantee Without a Share Capital under the Companies Ordinance (Chapter 622)

The following contains a summary of certain provisions of the Articles of Association of Environmental Contractors Management Association Limited (hereinafter referred to as the “Association”). The principle objective is to provide stakeholders with an overview of the Association’s constitutive documents. Because the information contained below is in summary form meant for general reference purposes only, it does not contain all of the information that may be important to stakeholders, and errors or omissions may exist in the contents. One should not rely on this information as a substitute for the Articles of Association themselves.

Copies of the Articles of Association are available for inspection.

Name of the Association
Environmental Contractors Management Association Limited
Objects of the Association
1. To run as a non-profit making company in promoting the interests and general welfare of the environmental contractors management industry (hereinafter referred to as the “Industry”) and other relating industries;
2. To enhance the professional image and competence of Members of the Association;
3. To advise the government on government policies affecting the Industry and their implementation through regulations and/or legislative amendments;
4. To protect and safeguard the legitimate interests of its Members;
5. To assist Members in conforming to approved and accepted sustainable development standards and legislative requirements;
6. To cooperate with government authorities in serving the community and the Industry, including applying for government subsidised funding schemes;
7. To establish and maintain high standards of competence, knowledge and performance on hygiene cleaning, material recycling & recovery and related circular economic activities;
8. To promote fair and ethical competition within the Industry;
9. To enhance working relationships and foster partnerships among those engaged in the Industry;
10. To encourage the growth of technical knowledge and new development within the Industry;
11. To seek membership or affiliation with other professional bodies; and
12. To do all such other things as are incidental or conducive to the attainment of the above objects.
Funds of the Association
The income and property of the Association shall be applied solely towards the meeting of its recurrent expenditure and the promotion of the objects of the Association, and no portion thereof shall be paid or transferred directly or indirectly to the Members of the Association. Remuneration may be paid to any officer, Member or servant of the Association, or other person, in return for any service actually rendered to the Association, except that the Executive Committee Members shall serve without remuneration.
If upon the winding-up or dissolution of the Association there remains any property, it shall be given or transferred to some other institution(s) having objects similar to the objects of the Association, or to some charitable objects.
Limited Liabilities
Debts and liabilities of the Association to be borne by every Member shall be limited to not exceeding One Hong Kong Dollar (HK$1) in the event of its being wound up.
Members
1. The membership of the Association may be divided into such classes as the Executive Committee may from time to time determine. Currently there are two classes of membership:
  1. Active Member
    Any company in Hong Kong providing contract hygienic cleaning services, waste management, material recovery and recycling services, sustainable development and environmental engineering or consultancy services, or supplying innovative equipment or products related to circular economic services.
    An Active Member shall have voting rights and be represented at general meetings of the Association by its duly authorised representative, and such person shall exercise all the rights of the Active Member.
  2. Associate Member
    Any person who does not qualify as an Active Member, including but not limited to individuals, organisations, or companies in Hong Kong or elsewhere interested in the Industry may become an Associate Member.
    An Associate Member may attend and be heard at meetings of the Association but shall have no voting rights and shall not be counted towards the quorum of a meeting.
2. Application for membership must be made in such forms together with the documents and fees as may be prescribed by the Executive Committee from time to time. The Executive Committee shall determine whether an application is accepted.
3. Membership is not transferable. A Member may withdraw from membership of the Association by giving 7 days’ notice to the Association in writing. Fees already paid or donations made by Members who withdraw voluntarily or are expelled from the Association are not refundable. Upon termination, if an Active Member’s representative is also an Executive Committee Member, he or she shall immediately cease to be an Executive Committee Member.
4. Members who commit one or more of the following acts or omissions may be subject to disciplinary action:
  1. Breach of any of the Articles of Association, Code of Practice, rules or resolutions of the Association;
  2. Being convicted of a criminal offence;
  3. Using the name of the Association in such a manner that may bring the Association into disrepute;
  4. Non-payment of membership’s fees for more than 3 months after they become due without reasonable excuse;
  5. Engage in unprofessional or unethical conduct that may damage the reputation of other Members or the Industry; or
  6. Infringe environmental laws, regulations, rules or sound environmental practice.
  Such acts or omissions shall be reviewed by the Executive Committee, which shall recommend to the general meeting of the Association what disciplinary action is appropriate.
5. A Member shall be expelled if a petition is raised by more than 50% of the Active Members to this effect. A Member so expelled shall be entitled to an appeal to the Members in general meeting in respect of the decision of the Executive Committee by giving written notice to the Association within 14 days of the date of such expulsion. On receipt of such notice, the Executive Committee shall convene an extraordinary general meeting, and the decision of the extraordinary general meeting shall be final.
Executive Committee
1. The Executive Committee of the Association are the directors under the Companies Ordinance and a member of the Executive Committee of the Association is a director under the Ordinance.
2. The Executive Committee shall consist of not less than 5 but not more than 11 members. The Executive Committee shall have power from time to time and at any time to co-opt more Executive Committee Members to fill casual vacancies. Any member of the Executive Committee so appointed shall hold office only until the next election.
3. Executive Committee Members shall be elected at each and every alternate annual general meeting. Executive Committee Members shall retire from office at the next alternate annual general meeting from that in which they were elected so that their terms of office will be about 2 years. A retiring Executive Committee Member is eligible for reappointment to the office.
4. During the election of the Execution Committee, the Honorary Secretary shall call for nominations from Active Members concurrent with dispatch of the notice convening the annual general meeting. The properly completed and signed nomination forms shall be returned to the Honorary Secretary 8 working days prior to the date of the annual general meeting. Candidates (being representatives of Active Members) validly nominated will be selected by written ballot by the representative of each Active Member.
5. The sealed envelopes containing advanced ballot papers will be opened at the meeting. The candidates receiving the highest number of votes shall be deemed to be elected Executive Committee Members. In the event of a tie in votes, a new ballot shall be held immediately to determine which of those candidates with the same number of votes shall be elected.
6. After the election of the new Execution Committee Members, a convenor, not being a member of the new Executive Committee and who shall be nominated by the outgoing Executive Committee, shall cause a meeting of the new Executive Committee to be held within 30 days of the election. The convenor shall chair the first meeting of the new Executive Committee at which the Executive Committee Members shall elect one another to fill the various offices in the new Executive Committee. The convenor shall not have a vote at this meeting.
7. At the formation of each new Executive Committee, the Executive Committee Members shall elect among themselves a President and a Vice-President of the Association.
8. The President may direct other Executive Committee Members in their work, take overall charge of the work of the Association and preside over all meetings of the Executive Committee and all general meetings.
9. The Vice-President shall assist the President in his or her work and shall act on behalf of him or her when he or she is absent, on leave or has vacated his or her office.
10. In the event the President vacates his or her office for any reason other than the completion of a term of office, the Vice-President shall assume the office of President for the remainder of the term of office. It the Vice-President is not available or unable or unwilling to fill the vacated office of President, the Executive Committee Members shall elect among themselves a new President.
11. In the event the office of Vice-President becomes vacant for any reason before the completion of the tem of office, a new Vice-President shall be elected from among the Executive Committee Members or the office shall remain vacant until the next term.
12. If any Executive Committee Member other than the President or Vice-President vacates his or her office for any reason, the Executive Committee may elect a successor from among themselves to hold office for the remainder of the term or leave the office vacant until the next term.
13. The Executive Committee may appoint an Honorary Secretary and/or an Honorary reasurer from the Executive Committee for a term on conditions the Executive Committee thinks fit.
14. All Executive Committee Members shall serve without receiving remuneration and shall not become the salaried staff of the Association.
15. The Association may pay any travelling, accommodation and other expenses properly incurred by Executive Committee Members in connection with
  1. their attendance at meetings of the Executive Committee or committees of Executive Committee or general meetings; or
  2. the exercise of their powers and the discharge of their responsibilities in relation to the Association.
16. A person ceases to be an Executive Committee Member if the person
  1. ceases to be a director under the Companies Ordinance (Cap.622) or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) or is prohibited from being a director by law;
  2. becomes bankrupt or makes any arrangement or composition with the person’s creditors generally;
  3. becomes a mentally incapacitated person;
  4. resigns the office of Executive Committee Member by notice in writing of the resignation in accordance with section 464(5) of the Companies Ordinance;
  5. for more than 6 months has been absent without satisfactory reasons or the Executive Committee’s permission from Executive Committee meetings held during that period and the Executive Committee resolves that his or her office be vacated; or
  6. is removed from the office of Executive Committee Member by an ordinary resolution of the Association.
17. The business and affairs of the Association are managed by the Executive Committee. An Executive Committee meeting at which a quorum is present may exercise all powers exercisable by the Executive Committee, including:
  1. To implement resolutions passed at all general meetings;
  2. To prepare the budget of the Association;
  3. To attend to the daily affairs of the Association and to draw up a Code of Practice and rules as necessary to regulate these affairs;
  4. To decide on the employment, discharge and salaries of the Association’s employees; and
  5. To make recommendations to all general meetings.
18. The Executive Committee may appoint an Association Secretary for a term, at remuneration and on conditions as it thinks fit. The Association Secretary is the Association’s company secretary under section 474 of the Companies Ordinance.
19. The Executive Committee may, as it thinks fit,
  1. present letters of commendation to Members’ representatives who have provided dedicated and meritorious service to the Association;
  2. offer honorary life membership to persons for recognition of their respective significant contributions to the Association; or
    appoint former Presidents of the Association as Honorary Presidents with such rights, privileges and obligations and on such terms and conditions as the Executive Committee shall determine.
  3. Honorary Life Members and Honorary Presidents shall have the right to receive notice of and to attend and be heard but not to vote nor be counted towards the quorum at general meetings of the Association. They shall be exempted from paying annual subscription fee.
20. The Executive Committee may, if it thinks fit, delegate any of the powers to any person or committee; and may make rules providing for the conduct of business of the committees to which it has delegated any of its powers.
21. A decision of the Executive Committee may only be taken by a majority of the Executive Committee Members at a meeting. The Executive Committee must ensure that the Association keeps a written record of every decision taken by the Executive Committee for at least 10 years from the date of the decision.
22. The Active Members may, by special resolution, direct the Executive Committee to take, or refrain from taking, specified action(s).
Executive Committee Meetings
1. The Executive Committee shall hold a meeting at least once every 2 months.
2. Any Executive Committee Member may call an Executive Committee meeting by giving notice of the meeting to the other Executive Committee Members or by authorising the Association Secretary to give such notice. Notice of an Executive Committee meeting must be in writing and be given to each Executive Committee Member 7 days in advance of the meeting
3. The quorum for Executive Committee meetings may be fixed from time to time by a decision of the Executive Committee, but it must be at least 5, and unless otherwise fixed it is 5. At an Executive Committee meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
4. The President shall chair at all Executive Committee meetings. If the President is absent, on leave or has vacated his or her office, the Vice-President shall chair at all Executive Committee meetings. If neither the President nor the Vice-President is present within 15 minutes after the time appointed for a meeting, the Executive Committee Members present shall elect among themselves a person to be the chairperson of that meeting.
5. At all Executive Committee meetings, each Executive Committee Member shall have 1 vote. If the numbers of votes for and against a proposal are equal, the Chairperson has a casting vote.
6. If an Executive Committee Member is in any way (directly or indirectly) interested in a transaction, arrangement or contract with the Association that is significant in relation to the Association’s business, and the Executive Committee Member’s interest is material, the Executive Committee Member must declare the nature and extent of his or her interest to the other Executive Committee Members in accordance with section 536 of the Companies Ordinance. The Executive Committee Member must neither
  1. vote in respect of the transaction, arrangement or contract in which the Executive Committee Member is so interested; nor
  2. be counted for quorum purposes in respect of the transaction, arrangement or contract.
General Meetings
1. The Association must, in respect of each financial year of the Association, hold a general meeting as its annual general meeting, convened by the President at a designated time (not being less than 11 months and more than 13 months after the holding of the last preceding annual general meeting) and place as determined by the Executive Committee.
2. The Members of the Association representing at least 5% of the total voting rights of all the members having a right to vote at general meetings may request the Executive Committee to call a general meeting. The Executive Committee is required to call a general meeting within 21 days after the date on which it becomes subject to the requirement. Such a meeting must be held on a date not more than 28 days after the date of the notice convening the meeting.
3. If the Executive Committee does not call a general meeting as above, the Members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting. The meeting must be called for a date not more than 3 months after the date on which the Executive Committee becomes subject to the requirement to call a meeting. The meeting must be called in the same manner, as nearly as possible, as that in which that meeting is required to be called by the Executive Committee.
4. Notice of general meetings
  1. An annual general meeting must be called by at least 21 days’ written notice to every Member. A shorter notice is valid if it is so agreed by all the Active Members entitled to attend and vote at the meeting;
  2. A general meeting other than an annual general meeting must be called by at least 7 days’ written notice. A shorter notice is valid if it is so agreed by a majority representing at least 95% of the Active Members entitled to attend and vote at the meeting.
  3. If notice of a general meeting or any other document relating to the meeting is required to be given to a Member, the Association must give a copy of it to its auditor at the same time as the notice or the other document is given to the Member.
5. The quorum of a general meeting shall be 25% of the total number of Active Members entitled to attend and vote at a general meeting presented by their representatives. A proxy notice does not take effect unless it is received by the Association at least 48 hours before the time appointed for holding the meeting or adjourned meeting. If a quorum is not present within half an hour from the time appointed for holding a general meeting,
  1. the meeting, if called on the request of Active Members, must be dissolved; or
  2. the meeting must, in any other case, be adjourned to the same day in the next week, at the same time and place, or to another day and at another time and place that the Executive Committee determines.
6. The President shall chair at all general meetings. If the President is absent, on leave or has vacated his or her office, the Vice-President shall chair all general meetings. If neither the President nor the Vice-President is present within 15 minutes after the time appointed for a meeting, the Executive Committee Members present shall elect among themselves a person to be the chairperson of that meeting.
7. Every Active Member’s representative or proxy present at a general meeting has 1 vote. If there is an equality of votes, the chairperson of the meeting is entitled to a second or casting vote.
8. Any objection to the qualification of any person voting at a general meeting may only be raised at the meeting or adjourned meeting at which the vote objected to is tendered. Any objection must be referred to the chairperson of the meeting whose decision is final. A vote not disallowed at the meeting is valid.

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