The name of the Association is Hong Kong Arbitration Society. It was established under Societies Ordinance Cap 151.
The objects of the Association is as follows:-
1. to promote disputes to be resolved by arbitration for the benefit of the Hong Kong community on a non-profit making basis in an efficient and cost-effective manner thus alleviating the Courts of such matters while at the same time affording the necessary training/experience to develop a continuing pool of local talent of dispute resolution by arbitration for furthering the objects of the Association but not otherwise;
2. to advance, promote, conduct, develop, and provide education, training, co-operation, and research the results of which are disseminated to the public with respect to promoting resolving disputes by arbitration for the benefit of the Hong Kong community in an efficient and cost-effective manner whether directly or by undertaking related projects on a non-profit making basis;
3. to provide scholarships and subsidies, exhibitions, maintenance allowances, tools or instruments tenable at any school, university, or other educational establishment, to needy persons while studying, or on leaving their educational establishment to prepare them for or assist their entry as arbitrators for furthering the objects of the Association but not otherwise;
4. to provide development and exchange programmes by way of meetings, lectures, classes, exhibitions, and other forms of representations, and to educate the public with respect to resolving disputes by arbitration for the benefit of the Hong Kong community in an efficient and cost-effective manner whether directly or by undertaking related projects on a non-profit making basis; and
5. to provide a channel of communication between the arbitrators for furthering the objects of the Association but not otherwise.
1. A person may apply to become a member of the Association by writing to the secretary stating that they:-
(a) wish to become a member,
(b) wish to pay the membership fees,
(c) support the objects of the Association, and
(d) agree to comply with the Association’s constitution, including paying the guarantee if required.
2. The Council shall consider an application for membership within a reasonable time after the secretary receives the application.
3. If the Council approves an application, the secretary must as soon as possible:-
(a) enter the new member on the register of members, and
(b) write to the applicant to tell them that their application is approved, and the date that their membership starts.
4. If the Council rejects an application, the secretary must write to the applicant as soon as possible to tell them that their application has been rejected, but does not have to give reasons.
5. For the avoidance of doubt, the Council may approve an application even if the application does not state the matters listed in clause 1 of Article III. In that case, by applying to be a member, the applicant is deemed to have agreed to the matters listed in clause 1 of Article III.
6. Each member must contribute an amount of not more than HK$100 (the guarantee) to the property of the Association if the Association is dissolved while the member is a member, or within 12 months after they stop being a member, and this contribution is required to pay for the:-
(a) debts and liabilities of the Association incurred before the member stops being a member, or
(b) costs of dissolution.
The Council is the supreme authority of the Association and is responsible for all the functions of the Association.
The Council shall consist of at least 5 members.
2. Election of Officers
The Chairman, one or more Deputy Chairmen, the Secretary and the Treasurer shall be elected by the Council at the Annual General Meeting for a term of two years each. These members shall be eligible for re-election on the expiry of each term.
In the event of the Chairman, one or more Deputy Chairmen, the Secretary or the Treasurer being absent from office, temporarily or otherwise, the Council may appoint a person to hold the office for any period as the Council may decide.
3. Conduct of Business
(a) The Annual General Meeting of the Council shall be held each year in July or as soon as possible thereafter. At the meeting, the Council shall receive the Annual Report of the Association and the audited account, ratify the budget for the current year, elect officers and Council members for the current year and the Auditor. The Council may transact any other business admitted by the Chairman of the meeting or raised by not less than one quarter of the members present at the meeting.
(b) Except in the case of Article VII, the Secretary shall give not less than fourteen days' notice of a General Meeting of the Council to its members provided that failure on the part of any member to receive such notice shall not invalidate the business of the meeting.
(c) At any meeting of the Council, five members of the Council personally present shall form a quorum.
(d) An Extraordinary General Meeting may be called by the Chairman or within three months following a request made in writing by not less than three members of the Council.
(e) At any meeting of the Council, each member of the Council has one vote. Voting must be conducted and decided by:-
(a) a show of hands,
(b) a vote in writing, or
(c) another method chosen by the Chairman that is fair and reasonable in the circumstances.
(f) A member of the Council may appoint a proxy to attend and vote on their behalf. Before a vote is taken, the Chairman must state whether any proxy votes have been received and, if so, how the proxy votes will be cast.
(g) In the case of equality of votes, the Chairman has a casting vote.
4. The Council shall have the power to appoint and terminate an individual as the Founding President, Honourary President, Honourary Vice President, Honourary Legal Advisor, Honourary Medical Advisor, Honourary Financial Advisor, Honourable Advisor, Honourary Consultant and any other Honourary Positions to promote the objects of the Association as set out in this Constitution.
1. The Council shall cause proper books of accounts to be kept of all monies received and expended and of all its assets and liabilities.
2. The books of accounts shall be kept at the office of the Association or such other place as the Council may direct and shall be open to the inspection by any member of the Council on application.
3. The Council shall have a banking account or accounts and the authorised signatories for each Account shall be checked and approved by the Council.
4. The Treasurer shall at each Annual General Meeting lay before the Council a balance sheet as at the previous 31st day of March and an income and expenditure account made up to that date. The Treasurer shall also submit a statement of accounts to the Council as and when required.
5. The Auditor shall make a report to the Council on the accounts examined by him and such report shall be attached to the annual balance sheet.
1. The Association may be dissolved at an Extraordinary General Meeting of the Council, specially convened for that purpose, if not less than that two-thirds of the members of the Council present and voting at such a meeting shall so resolve.
2. Upon the dissolution of the Association, after the satisfaction of all its debts and liabilities, any remaining assets shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or the members to an extent at least as great as is imposed on the Association under or by virtue of ARTICLE VIII (2) hereof and this article , such institution or institutions to be determined by not less than two-thirds of the members of the Council present before the time of dissolution and in default thereof by a Judge of the High Court of the Hong Kong Special Administrative Region having jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object as decided by the Judge of the High Court.
1. The interpretation of the provisions of this Constitution shall be vested in the Council.
2. Any amendment to this Constitution shall be subject to a vote in favour by not less than two-thirds of those present at an Extraordinary General Meeting convened specifically for this purpose, provided that the proposed amendment and the notice in writing calling this meeting were sent to all members of the Council at least one month prior to the meeting.
1. The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects of the Association as set out in this Constitution.
2. Subject to Sub-Clauses (4) and (5) below, no portion of the income and property of the Association shall be or permitted to be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Association.
3. No member of the Council or governing body of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in Sub-Clause (5) below) shall be given by the Association to any member of the Council or governing body.
4. Nothing herein shall prevent the payment, in good faith, by the Association of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association not being a member of the Council or governing body of the Association in return for any services actually rendered to the Association.
5. Nothing herein shall prevent the payment, in good faith, by the Association:-
(a) to any member of its Council or governing body of out-of-pocket expenses;
(b) of interest on money lent by any member of the Association or its Council or governing body at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar loans;
(c) of reasonable and proper rent for premises demised or let by any member of the Association or of its Council or governing body;
(d) of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Association or of its Council or governing body is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one-hundredth part of its votes.
1. Any dispute or difference arising out of or in connection with this Constitution between
(1) a member and/or members and/or the Council and/or the Association shall be referred to and finally determined by arbitration administrated by the Tribunal of Penta Arbitration and in accordance with the Penta Arbitration Rules in force when the Notice of Arbitration is submitted.
2. The law of this contract and this arbitration clause shall be the laws of Hong Kong. The seat of arbitration shall be Hong Kong. The arbitration shall be international and the subject matter of the arbitration agreement shall relate to more than one country.
1. If a member of the Council is in any way (directly or indirectly) interested in a transaction, arrangement or contract or proposed transaction, arrangement or contract with the Association that is significant in relation to the Association’s operations and his interest is material, he must declare the nature and extent of his interest to the other members of the Council at a meeting of the Council.
2. A member of the Council must neither vote in respect of the transaction, arrangement or contract or proposed transaction, arrangement or contract in which he is so interested nor be counted for quorum purposes in respect of the transaction, arrangement or contract, and if he does so vote his vote shall not be counted.