NOTICE OF EXTRAORDINARY GENERAL MEETING 2012

NOTICE IS HEREBY GIVEN that anExtraordinary General Meeting of the Hong Kong University Alumni Associationwill be held at the Association Premises, 101 Yip Fung Building, 2 D'Aguilar Street, Hong Kong, on Tuesday, 9th October, 2012 at 6:45 p.m.

A G E N D A

To pass the following Special Resolutions:

That the Articles of Association shall be amended in the following manner:

[All amended parts of the Articles are bold-typed. The non-bold-typed parts remain unchanged.]

(1)     Article 32 to be amended by addition at the beginning to read:-

“Notwithstanding the qualifications for membership set out in other Articles, if any vacancy shall occur in the Executive Committee, the Executive Committee shall have power to appoint ……”

(2)     New Article 61 (a), (b), (c), (d), (e)(i), (f) be added to read-

(a)         The Association shall have a Board of Trustees (hereinafter referred to as “the Board”). The Board shall consist of eight members who shall be Life Members of the Association. The President of the Association shall while he is the President for the time being of the Association be ex-officio member of the Board.   The other members of the Board shall consist of four former Presidents of the Association, one existing Vice-President of the Association and two existing members of the Executive Committee, and they shall be nominated and appointed by the Executive Committee as they deem fit. The Executive Committee shall also have absolute discretion to fill in casual vacancy of the Board and decide upon the qualifications for the membership of the Board from time to time.

(b)         Except as regards the ex-officio member when his term of office as a member of the Board shall be so long as he is the President of the Executive Committee, the term of office of a member of the Board shall be two years and such member shall retire at the Annual General Meeting of the Association in the 2^nd year next after that in which he is appointed to be such a member.

(c)         The Executive Committee shall have power, at their absolute discretion, to remove any member of the Board, except the ex-officio member of the Board, before the expiration of his period of office and may appoint another qualified person to fill his place as it deems fit. The person so appointed shall hold office during such time only as the member of the Board in whose place he is appointed would have held the same if he had not been removed.

(d)         The Board may meet together, adjourn and otherwise regulate their meetings and business for the purpose of the management, control and power of disposal of or dealing with all the landed properties or interests therein beneficially owned and/or held by the Association. Meetings of the Board may be convened at the request of the ex-officio member or by requisition in writing signed by two members of the Board forwarded to the Hon. Secretary. A member of the Board who is absent abroad shall not be entitled to notice of a meeting. Four members of the Board with half being the former Presidents of the Association personally present shall be a quorum for the transactions of the business of the Board.

(e)         Any sale, mortgage, charge, pledge, bequeath or otherwise disposition (with or without consideration) of any landed properties or interests therein beneficially owned and/or held by the Association cannot be validly proceeded with and transacted by the Association without first being so proposed by the Board and obtaining a resolution approving such a transaction from all of the following bodies:

(i)                  a resolution of the Board carried and passed by 75% majority of the members of the Board attending and voting at a meeting of the Board, properly convened and constituted in accordance with these articles;

(ii)                 a resolution of the Executive Committee carried and passed by 75% majority of the members of the Executive Committee attending and voting at a meeting of the Executive Committee, properly convened and constituted in accordance with these articles;

(iii)                a resolution carried and passed by 75% majority of the existing Life Members with at least 10 years’ standing (hereinafter called “such Life Members”) who attend and vote at a meeting which must be properly convened, constituted and conducted in the manner as set out in sub-paragraphs [1] to [3] below. For the purpose of this paragraph (e) (iii), a meeting of such Life Members shall be regarded as properly convened, constituted and conducted if the following requirements are fulfilled: -

[1] a 14 days’ prior notice of meeting is given to all such Life Members;

[2] the necessary quorum is 5 such Life Members personally attending; and

[3]such attending Life Members elect amongst themselves a Chairperson who shall preside at the meeting; and

(iv)               A special resolution passed by the Members of the Association at a General Meeting in accordance with Section 116 of the Ordinance.

(f)          If 75% majority of the members of the Executive Committee considers that a transaction (with or without consideration) of any landed properties or interests therein beneficially owned and/or held by the Association is of substantial interests to the Association, the Executive Committee might procure the Board to propose such transaction, or propose such transaction on their own volition as if it is first being so proposed by the Board.

For the avoidance of doubts, the execution of any deed, contract, agreement or other instruments relating to such sale, mortgage, charge, pledge, bequeath or otherwise disposition (with or without consideration) of the properties or interests mentioned above by any person for and on behalf of the Association without satisfying the requirements under this article shall be void and of no effect.

(3)     Article 62 be amended to read:-

“…..The President elected must be an existing member of the Executive Committee for not less than five years. The Vice-President elected must be an existing member of the Executive Committee for not less than three years. A candidate for election as President or Vice-President of the Association must be proposed by an existing member of the Executive Committee for not less than three years and seconded by another Ordinary or Life Member of the Association who shall have been a member of the Association for not less than three years…..”

(4)     Article 63 be amended to read:-

“The Hon. Secretary and the Hon. Treasurer so elected shall have been members of the Executive Committee for not less than three years. All Committee Members so elected shall have been membersof the Association for not less than two years.”

BY ORDER OF THE EXECUTIVE COMMITTEE           Dated this 17^th day of September, 2012

………………………………………………………

Evelyn Y. F. Man (Dr.)

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