MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE TAXATION INSTITUTE OF HONG KONG

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The Taxation Institute of Hong Kong

tihkadm@tihk.org.hk

ARTICLES OF ASSOCIATION
OF
THE TAXATION INSTITUTE OF HONG KONG
(­»´äµ|°È¾Ç·|)

Proceedings of the Council and Committees

87. The Council may meet together for the despatch of business, adjourn, and otherwise regulate its Meeting, as it thinks fit. Questions arising at any Meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A Member of the Council may, and the Secretary on the requisition of a Member of the Council shall, at any time summon a Meeting of the Council.

88. Seven Members of the Council shall be a quorum.

* 89. At all meetings of the Council, the President, or in his absence any one of the Vice-Presidents, shall be Chairman, and in the absence of both, a Chairman shall be elected from among those present.

## 90. The Council may delegate any of its powers to Committees consisting of such Member or Members of the Council and such Member and Members of the Institute as it thinks fit; any committee so formed shall in the exercise on the powers so delegated conform to any regulation that may be imposed on it by the Council.

91. A Committee may elect a Chairman of its Meetings. If no such Chairman is elected, or if at any Meeting the Chairman is not present, the Members present may choose one of their number to be Chairman of that Meeting.

92. A Committee may meet and adjourn as it thinks proper. Questions arising at any Meeting shall be determined by a majority of votes of the Members of the Committee present, and in the case of an equality of votes the Chairman shall have a second or casting vote.

## 93. All acts done by any Meetings of the Council or of a committee or by any person acting as a Member of the Council shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Member of the Council or Member of a committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Council or Member of a committee or person acting as aforesaid.

94. A resolution in writing, signed by all the Members of the Council for the time being entitled to receive notice of a Meeting of the Council, shall be as valid and effectual as if it had been passed at a Meeting of the Council duly convened and held.

## 94A. A resolution in writing, signed by all the members of a committee for the time being, shall be as valid and effectual as if it had been passed at a meeting of the committee duly convened and held.

Seal

## 95. (1) The Council shall provide a Common Seal for the purposes of the Institute and shall provide for its safe custody. The Common Seal shall only be used by the authority of the Council.

(2) Every instrument to which the Seal shall be affixed shall be signed by two Members of the Council and shall be countersigned by the Secretary or by a third Member of the Council or by some other person appointed by the Council for the purpose.

96. A separate book shall be kept, to be called the "Seal Register", in which previously to affixing the Seal to any document there shall be entered a short title and description of the same, together with the date of the minutes authorizing the Seal to be affixed thereto, and such entry shall be signed by a Member of the Council and countersigned by the Secretary. The provisions of this Article shall be deemed to be directory only, and the non-observance thereof shall not invalidate any documents to which the Seal is affixed as provided by these presents.

Audit

97. At each Annual General Meeting an Auditor or Auditors shall be appointed and his or their duties regulated in accordance with Sections 131, 140 and 141 of the Ordinance.

Examiners

98. Members of the Institute (not being Members of the Council) shall be eligible for the office of Examiners.

* As amended by Special Resolution passed on 16th November 1993
## As amended by Special Resolution passed on 2nd May 2000


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