ICS HKG Branch Bye-Law

THE INSTITUTE OF CHARTERED SHIPBROKERS
 
RULES AND REGULATIONS AND BYE-LAWS
OF THE HONG KONG BRANCH
 
1.      The Branch shall be known as the Institute of Chartered Shipbrokers, Hong Kong Branch (hereinafter referred to as the “Branch”).
 
2.      The Bye-Laws, Rules and Regulations of the Institute of Chartered Shipbrokers (hereinafter referred to as the “Institute”) as applicable and in force from time to time, except as hereinafter provided, shall apply to the Branch.
 
3.      Objectives
   The objects and purposes for which the Branch is hereby constituted in addition to the objects and purposes set out in Article 2 of the Royal Charter of the Institute of Chartered Shipbrokers are as follows:
 
(i)                To bring about an association of Fellows, and Members of the Institute in Hong Kong.
(ii)               To bring about a better understanding of the functions of the Institute.
(iii)              To exchange views and information on shipping matters.
(iv)              To establish and maintain a library for the use of members and students.
(v)               To establish sets of lectures and supply them to approved students.
(vi)              To interview and report upon candidates seeking admission to membership of the Institute.
(vii)             To encourage and assist students to enter for the examinations of the Institute.
(viii)            To assist the Institute, when so required, with the conduct of its examinations.
 
4.      Membership
   The membership of the Branch (“members”) and who are entitled to vote shall consist only of such persons as are members of the Institute, namely Fellows, Members, Honorary Fellows and Honorary Members who are registered with the Branch and who carry on or are engaged in the profession of Shipbrokers (as defined in the Bye-Laws of the Institute) in Hong Kong and elsewhere, and Fellows and Members of the Institute who are Life or Retired Fellows and Members and who are resident in any district deemed by the Institute to come within the jurisdiction of the Branch.
 
5.      Business of the Branch
   The business of the Branch shall be conducted by an Executive Committee (the “Committee”) consisting of a Chairman, Vice Chairman, Honorary Secretary (hereinafter referred to as the “Secretary”), Honorary Treasurer (hereinafter referred to as the “Treasurer”) and not less than four other members, six of whom personally present shall form a quorum.  The Committee shall not be more than 20 members.  Membership of the Committee shall be restricted to Fellows and Members who are not under liability to the Branch.
 
6.      Powers of the Committee
The Committee shall have powers to fill a casual vacancy including the Office of Chairman (see Clause 12) on the Committee, to appoint legal adviser(s) and panel(s) of advisers for the Branch’s affairs, and to appoint Sub-Committee of such of its members and for such purposes and for such periods of time as the Committee may think fit and to co-opt not more than 4 members of the Branch to serve upon any Sub-Committee. The Chairman shall be an ex-officio member of all Sub-Committees.
 
7.      Branch Year
   The year of the Branch shall commence annually on 1st June and continue till 31st May in the following year.
 
8.      Annual General Meeting
   The Annual General Meeting of the Branch shall be held in Hong Kong within 4 months after the end of the Branch year and after 21 clear days notice thereof has been given in writing to each member’s last known address for the purpose of:
(i)                  Receiving the Chairman’s Report, Financial Statement and Auditor’s Report and reports of Sub-Committee if any.
(ii)                Electing a Chairman if necessary under Clause 12 and the Committee Members, and if applicable appointing legal adviser(s) and panel(s) of advisers, for the ensuing year up to and including the next Annual General Meeting.
(iii)               Appointing an Auditor.
(iv)              Discussing any proposed resolution which shall be submitted in writing by at least two members not later than 14 clear days prior to the Annual General Meeting.
(v)                Dealing with any other business placed on the agenda.
 
9.      Elections
   Save as provided in Clause 12, the incumbent Committee Members may offer themselves for re-election at the next Annual General Meeting. Any member of the Branch may be nominated for service on the Committee but any nomination of any member who is not a Committee Member will require a proposer, a seconder and a letter of acceptance from the nominee. Any Committee Member offering himself for re-election must notify in writing to, and any new nomination must be received by the Secretary 7 clear days prior to the Annual General Meeting. Each candidate shall be elected separately, or all candidates shall be elected collectively, as the Chairman deems fit and as agreed by the members present, by a show of hands. Any casual vacancy which may be filled shall only be valid up to and including the next Annual General Meeting. 
 
10.  Voting
   Every resolution submitted to a meeting shall be decided upon a show of hands, unless before or upon the declaration of the result of the show of hands a ballot is demanded by the Chairman or by at least five members present. Unless a ballot is so demanded a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, and an entry to that effect in the book containing the Minutes of the proceedings of the Branch shall be conclusive evidence of the fact without proof. No member who is under liability to the Branch shall be allowed to be present or to vote.
 
11.  Ballot
   If a ballot is duly demanded it shall be taken in such manner and in such place as the Chairman may direct by secret ballot and the result of such ballot shall be deemed the resolution of the meeting at which the ballot is demanded. The Chairman shall appoint from members of the Branch four scrutineers of whom not more than two shall be Committee Members and of which three scrutineers shall form a quorum.
 
12.  Officers and Committee
   The Committee shall from its own Committee Members elect the following officers namely a Vice Chairman, Secretary and Treasurer. The Chairman shall be elected at the Annual General Meeting by those members present. An Officer may be a Fellow or a Member. The immediate past Chairman of the Branch shall be ex-officio member of the Committee for the ensuing year on completion of his tenure, provided he remains a member of the Institute and of the Branch and is resident in Hong Kong. Subject to the above, the Chairman, the Vice Chairman, the Secretary and the Treasurer shall serve for a period of two years.  However, the Chairman may be eligible, if he/she so wishes, to be re-elected for a continuous period of two years but subject to a total tenure of maximum four years.
 
13.  Discipline
   The Committee shall have the power to investigate any complaint received in writing regarding the alleged professional misconduct of any member and, after interviewing the member concerned, shall duly report its findings to the Institute in London and act as the Institute may direct. Alternatively, the Committee may take cognizance of any matter which may be brought before them as affecting the Branch and/or the Institute or the conduct of any one of the members as affecting his professional status or the reputation of the Branch and in any such matter shall report its findings thereon to the Institute and act as the Institute may direct.
 
14.  Committee Meetings
   Committee Meetings shall be held from time to time as directed by the Chairman but not less than once in a year.
 
15.  Special General Meeting
   Any Special General Meeting shall require not less than 21 clear days notice being given to members of the Branch.  A Special General Meeting of the members of the Branch may be called at any time by the Committee and shall be called by the Committee upon a requisition in writing of at least 20% of the members of the Branch if accompanied by a deposit of a sum not less than HK$500 or such sum as may have been previously determined by the Committee to cover expenses incidental to the summoning and holding of the meeting. In the event of the proposal being carried the deposit shall be refunded to the persons by whom it was made, otherwise same shall be left to the discretion of the Chairman.
 
16.  Quorum, Annual or Special General Meetings
   At every Annual or Special General Meeting fifteen members personally present shall form a quorum. If at any such meeting a quorum is not present within one hour of the time appointed for holding the meeting it shall stand adjourned to the same day (if holiday, the following business day excluding Saturday) in the following week at the time and place as determined by the Committee; and at such adjourned meeting the members present shall form a quorum. In the case of a Special General Meeting convened upon the requisition of members, if a quorum is not present within one hour of the time appointed for holding the meeting it shall be dissolved and the deposit forfeited.
 
17.  Casting Vote
   The Chairman at any meeting except at Sub-Committee meetings shall have a casting vote, in addition to the vote to which he may be entitled as a member.
 
18.  Proof of Posting or E-mailing
   Any notice sent by post shall be deemed to have been served on the business day following that on which the envelope containing the same is posted, and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and put into the post office, and a certificate in writing signed by the Secretary that the envelope containing the notice was so addressed and posted shall be conclusive evidence thereof.
Any notice sent by e-mail shall be deemed to have been served on the business day and received by the members, and in proving such service, it shall be sufficiently proved by a Secretary’s certificate to the effect that the e-mails were properly addressed to the last known e-mail addresses of the members with a copy of the e-mail and no returned mails or undeliverable mail messages were received.
 
19.  Fees and Subscriptions
   Fees and subscriptions shall be fixed from time to time by the Committee and shall be paid by members direct to the Secretary.
 
20.  Termination of the Branch
   If the membership falls subsequently to the extent that, in the opinion of the Committee, there are insufficient members to continue the Branch, it shall be so reported to the Institute in London and, if directed by them, the Branch shall be wound up and all surplus funds shall be remitted to the Institute in London, accompanied by properly audited accounts.
 
21.  Signatures on Cheques 
Every sum of money payable on account of the Branch exceeding HK$500 shall be paid only by cheque jointly signed by any one Committee Member appointed by the Committee and the Treasurer.
 
22.  Indemnity
   The members of the Committee (including the office bearers, i.e. Chairman, Vice Chairman, Secretary and Treasurer), Auditors and any other officers or persons appointed by the Committee shall be indemnified by the Branch from all losses and expenses incurred by them in or about the discharge of their respective duties except that the same is caused by their own respective wilful default.  No member of the Committee (including the office bearers, i.e. Chairman, Vice Chairman, Secretary and Treasurer), Auditors and any other officers or persons appointed by the Committee is liable for joining in any receipt of document or for any act of conformity or for any loss or expense caused to the Committee unless the same is caused by his own wilful default.
 
23. Amendment to Rules
These Rules shall not be amended except by a majority of two-thirds of those present at the Annual General Meeting or at a Special General Meeting called for the purpose.   Motions for the amending of Rules must be received by the Secretary 28 clear days before the meeting and must be signed by the proposer and seconder unless recommended by the Committee, such motion to be incorporated in the Notice convening the meeting. Any alterations must be in conformity with the Bye-Laws of the Institute and subject to the approval of the Institute.
 
 
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