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1. The name of the Company (hereinafter
called "the Institute") is "THE TAXATION INSTITUTE OF HONG
KONG( 香港稅務學會 )".
2. The Registered Office of
the Institute will be situate in Hong Kong.
3. The objects for which the
Institute is established are:-
(a) To promote the study of
taxation and the principles of economics in relation to taxation.
(b) To facilitate the exchange
of information and views on taxation, to collect and disseminate
information pertaining to taxation, and to develop the technique
of taxation.
(c) To hold examinations and
to grant certificates to persons who have satisfied the Examiners
and the Council of the Institute.
(d) To make representations
and to act in conjunction with any other public or professional
bodies in so doing, upon questions of Hong Kong and international
taxation.
(e) To establish and maintain
a high ethical standard amongst the Members of the Institute
engaged in taxation service.
(f) To protect the mutual and
professional interests of the Members of the Institute.
(g) To give the Members of the
Institute a recognised status.
(h) To purchase, take on lease
or in exchange, hire or otherwise acquire any real or personal
property and any rights or privileges which the Institute
may think necessary or convenient for the promotion of its
objects and to construct, alter and maintain buildings convenient
or necessary for the work of the Institute.
(i) To receive any or all kinds
of donations, gifts and bequests for the purposes of the Institute.
(j) To print and publish any
newspapers, periodicals, journals, books, examination papers,
circulars, or leaflets that the Institute may think desirable
for the promotion of its objects.
(k) To let, mortgage, sell,
manage, lease, dispose of, or otherwise deal with all or any
part of the property or assets of the Institute as may be
deemed expedient with a view to the promotion of its objects.
(I) To borrow or raise any money
that may be required by the Institute for the purposes of
the Institute upon such terms as may be deemed advisable and
in particular by mortgage or charge of all or any part of
the property of the Institute.
(m) To invest any moneys of
the Institute not immediately required for any of its objects
in such manner as may from time to time be determined.
(n) To undertake and execute
any trusts which may seem directly or indirectly conducive
to any of the objects of the Institute.
(o) To grant donations for any
charitable purpose, to grant pensions to any person who is
or has been a paid officer or employee of the Institute and
to the widow, children and dependants of any such person and
to establish and support or contribute to the establishment
and support of pension, superannuation, benevolent and other
funds, trusts and schemes for his, her or their benefit.
(p) To establish and support
and to aid in the establishment and support of any other association
formed for all or any of the objects of this Institute, provided
that any such association shall be precluded by its constitution
from distributing its income or property amongst its members
to an extent at least as great as is imposed upon the Institute
by this Memorandum.
(q) To amalgamate with any association
having objects altogether or in part similar to those of this
Institute, subject to the same proviso as in paragraph (p)
of this clause.
(r) To purchase or otherwise
acquire and undertake all or any part of the property assets
liabilities and engagements of any one or more of the companies
limited by guarantee and having no share capital, institutions,
societies, or associations with which this Institute is authorised
to amalgamate.
(s) To do all such other lawful
things as are incidental or conducive to the attainment of
the above objects, or any of them.
4. The income and property of
the Institute whencesoever derived shall be applied solely
towards the promotion of the objects of the Institute as set
forth herein and no portion thereof shall be paid or transferred
directly or indirectly by way of dividend, gifts, division,
bonus or otherwise howsoever by way of profit, to the Members
of the Institute.
Provided that nothing herein
shall prevent the payment in good faith of reasonable and
proper remuneration to any officer or servant of the Institute,
or to any Member of the Institute, in return for any service
actually rendered to the Institute nor prevent the payment
of interest at a rate not exceeding 10 per cent per annum
on money lent or reasonable and proper rent for premises demised
or let by any Member to the Institute, but so that no Member
of the Council or Governing Body of the Institute shall be
appointed to any salaries office of the Institute or any office
of the Institute paid by fees, and that no remuneration or
other benefit in money or money's worth shall be given by
the Institute to any Member of such Council or Governing Body
except by way of repayment of out-of-pocket expenses and interest
at the rate aforesaid on money lent or the payment of a reasonable
and proper rent for premises demised or let to the Institute;
provided that the provision last aforesaid shall not apply
to any company of which a Member of the Council or Governing
Body may be a member or shareholder holding not more than
one-hundredth part of its capital, and such Member shall not
be bound to account for any share of profits he may receive
in respect of any such payment.
5. In the event of the Institute
being granted a licence under Section 21 of the Companies
Ordinance, no addition, alteration or amendment shall be made
thereafter to or in the Memorandum and Articles of Association
unless the same shall have been submitted to and approved
by the Registrar General in writing.
6. The liability of the Members
is limited.
7. Every Member of the Institute
undertakes to contribute to the assets of the Institute in
the event of its being wound up while he is a Member, or within
one year afterwards for payment of the debts and liabilities
of the Institute contracted before he ceases to be a Member,
and the costs charges and expenses of winding up, and for
the adjustment of the rights of the contributories among themselves,
such amount as may be required not exceeding HK$10.00.
8. If upon the winding up or
dissolution of the Institute there remains after the satisfaction
of all its debts and liabilities, any property whatsoever,
the same shall not be paid to or distributed among the Members
of the Institute, but shall be given or transferred to some
other institution or institutions having objects similar to
the objects of the Institute, and which shall prohibit the
distribution of its or their income and property amongst its
or their members to an extent at least as great as is imposed
on the Institute under or by virtue of Clause 4 hereof, such
institution or institutions to be determined by the Members
of the Institute at or before the time of dissolution or in
default thereof by such Judge of the Supreme Court of Hong
Kong as may have or may acquire jurisdiction in the matter,
and if and so far as effect cannot be given to the aforesaid
provisions then to some charitable object.
9. True accounts shall be kept
of the sums of money received and expended by the Institute,
and the matters in respect of which such receipts and expenditure
take place, and of the property, credits and liabilities of
the Institute and, subject to any reasonable restrictions
as to the time and manner of inspecting the same that may
be imposed in accordance with the regulations of the Institute
for the time being in force; such accounts shall be open to
the inspection of the Members. Once at least in every year
the accounts of the Institute shall be examined, and the correctness
of the balance sheet ascertained by one or more Authorized
Auditor or Auditors.
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