Company Limited by Guarantee

and Not Having Share Capital










1.        For the purpose of registration, the Association is declared to consist of an unlimited number of members, including General and Associate Members.


2.        These Articles shall be construed with reference to the provisions of the Companies Ordinance (Chapter 32), and terms used in these Presents shall be taken as having the same respective meanings as they have when used in that Ordinance.  In these Articles, unless there be something in the subject or context inconsistent therewith: –

“The Association” means the association registered as “NG WAH COLLEGE – SECONDARY OLD BOYS ASSOCIATION, LIMITED”.

“The Ordinance” means the Companies Ordinance, (Chapter 32 of the Revised Edition).

“The Education Ordinance” means the Education Ordinance, (Chapter 279)

“The School” means Ng Wah Catholic Secondary School, formerly known as Ng Wah College – Secondary.

“These Presents” means and includes these Articles of Association and the rules, regulations and by-laws of the Association from time to time in force.

“The Committee” means the members of the Committee hereby constituted.

“Members” or/and “Member” means a General or Associate Member of the Association.

“The Chairman” means the Chairman of the Association for the time being.

“The Vice-Chairman” means the Vice Chairman of the Association for the time being.

“The Secretary” means the Honorary Secretary of the Association for the time being.

“The Treasurer” means Honorary Treasurer of the Association for the time being.

“Month” means calendar month.

“Academic Year” means from the 1st September of the current year to the 31st August of next year.

“In Writing” shall include printed, lithographed, typewritten, and letter or notice delivered by electronic means, including email, fax and on-line messaging services.

“Alumni Manager” means a person elected amongst all past students, and nominated by the Association in accordance with Section 40AP of the Education Ordinance, for registration and to serve on the Incorporated Management Committee of the School.

“Incorporated Management Committee/IMC” means the statutory managing committee of The School as defined by the Education Ordinance (Cap 279, Laws of Hong Kong).


Words importing the singular number only shall include the plural, and vice versa.

Words denoting neuter gender shall include the masculine or feminine gender, and vice versa.



3.        The Association is established for the purposes expressed in the Memorandum of Association.


4.        4.1 The appropriate forms of application for admission to, or of nomination for membership as a “General Member” of the Association shall be such as shall from time to time be prescribed or approved at any duly constituted meeting of the Committee by a resolution pass by a majority of the whole number present; and it shall be competent for the Committee at any such meeting by a like resolution to alter or add to any of the forms.

4.2 The appropriate form of applicants’ consent for admission to become an “Associate Member” will comply with the requirement or statutory guidelines governing the election of “Alumni Manager” to the IMC of the School.


5.        A candidate shall be deemed to have applied for admission to the Association when he has completed and returned the appropriate form to the Committee.


6.        Every member shall from time to time notify to the Secretary a place of business or residence to be registered as his place of address, and the place so from time to time registered shall for the purposes of the Ordinance and/or the Education Ordinance and these Presents be deemed his registered address.  A member, General or Associate, can also request in writing that notifications from the Association on all matters be directed to designated email or fax or electronic messaging services in lieu of postal delivery.


7.        If a member shall fail to give a place of address in Hong Kong Special Administrative Region he shall not be entitled to receive notice in advance of any of the General Meetings or other proceedings of the Association, or notice related to the nomination or election of alumni manager, and no meeting or other proceeding or election of alumni manager shall be invalidated by reason of his not having received such notice as aforesaid.


8.        A notice may be served by the association upon any member either personally, or by sending it through the post in a prepaid letter containing the notice properly addressed and posted, or by electronic mail or messaging solutions adopted by the Committee.  When a member selected to be notified only through electronic means, the validity and effectiveness of the electronic mail or messaging system will have to be verified by the member and the Association will not assume responsibility on their effectiveness or efficiency.


9.        The Association in General Meeting may from time to time impose reasonable restrictions as regards the time and manner at and in which the accounts and books of the Association, or any of them shall be open to inspection by the General Members, subject, as regards the Register of Members, annual returns, balance sheets and the minute books of proceedings of General Meetings, to the provisions of the Companies Ordinance, (Chapter 32).  Subject to any restrictions the books and accounts shall be open to their inspection during business hours.




10.      (a)  Membership of the Association is open to all alumni or past students of the School.  Any former students of Ng Wah Catholic Secondary School and NG WAH COLLEGE – SECONDARY shall be qualified (i) to become a General Member of the Association upon submission of a completed form of registration and payment of the membership subscription fee, and (ii) to become an Associate Member of the Association upon submitting a completed form of consent.

(b)  All former members of the unincorporated NG WAH COLLEGE – SECONDARY OLD BOYS ASSOCIATION shall automatically be the founding members of the Association.

(c)   The number of members, including both General and Associate, is unlimited.





11.      The amount of entrance fees and the subscription for General Members shall be determined or revised by the Committee of the Association.


12.      Notwithstanding anything hereby contained any graduate of Ng Wah Catholic Secondary School who joins the Association within 2 years after leaving the school shall be exempted from payment of entrance fee.


13.      Fees are due and payable immediately upon admission to membership and thereafter any subscription shall be determined by the Committee of the Association.




14.      Any member of the Association may determine his membership by one month notice in writing to the Secretary, and upon expiration of the notice, unless it has been withdrawn, his membership shall cease.




15.      All General members shall be entitled to the following rights and privileges: –

(a)  to elect and be elected to the Committee;

(b)  to propose, to vote, and to recall office-bearers from office;

(c)   to participate in all activities sponsored by the Association.


All General members shall fulfill the following obligations: –

(a)  abide by the constitution and resolutions of the Association;

(b)  pay membership fees.


All Associate and General members shall be entitled to the following:

(a)  to elect and be elected “Alumni Manager” of the School,

(b)  to participate in all activities sponsored by the Association, including the attendance of its General Meeting and Extra-ordinary Meeting.

(c)   to take part as members of sub-committees, project and working groups, and other standing or ad-hoc organization as prescribed by the Committee.


16.      The rights and privileges of membership shall not be transferable.


17.      If any General members shall neglect for twelve months to pay any money due from him to the Association, the Committee may forthwith suspend his privileges of membership and may serve upon him a notice in writing appointing a day and place for payment and a copy of this Article shall be subjoined thereto.  If he continues in default for one month after service of such notice, his membership as General Member shall cease.  However, provided he submits the appropriate consent and correspondence postal or electronic mail address to the Association, he can continue as an Associate Member and be entitled to elect or be elected “Alumni Manager”.




18.      The Committee may invite any person and persons whether members or non-members to become Patron or Honorary Presidents of the Association from year to year.  The Patron or Honorary Presidents shall not make payment of any fee or subscription.  Any person who has accepted the office of a Patron or Honorary President may relinquish it at any time, upon written notice being given to the Committee.




19.      (a)  The Subscriber shall convene within 42 days from the date of the incorporation the first annual general meeting of the Association for the purpose of the election of the first committee members and auditors of the Association.

(b)  The First Committee members shall be elected by majority of the members present personally at the First Annual General Meeting.

(c)   The Annual General Meeting of the Association shall be held in each year at such time and place as may be determined by the Committee (but so that no more than fifteen months be allowed to elapse between any two Annual General Meetings) for the purpose of transacting the business of the Association, the election of Officers, Committee, and Auditors for the ensuing twelve months and of receiving the income and expenditure account and balance sheet for the past with the Auditors’ report, and also a report from the Committee on the past year’s transactions and accounts as well as for the discussion of questions incidental to the affairs of the Association.


20.      Any member wishing to bring before the Annual General Meeting any motion not relating to the business stated in article 19, shall give notice of such motion of the Committee through the Secretary two weeks before the date fixed for the Annual General Meeting, and no such motion shall come before the Meeting unless such notice has been given, or unless the Committee shall see fit to dispense with this rule in any particular case.


21.      Extraordinary General Meetings of the Association shall be held at such time and place as the Committee shall from time to time appoint.


22.      Fourteen days notice at the least of every General Meeting, specifying the day, the place, and the hour of the Meeting, and in the case of special business of the general nature of such business, shall be given to the members, in manner hereinafter mentioned, or in such other manner (if any) as may be prescribed by a General Meeting, but the accidental omission to give such notice to or the non-receipt of such notice by any member entitled thereto shall not invalidate the proceedings at any General Meeting.


23.      At any General Meeting twenty “Members” personally present, shall form a quorum, such quorum to be maintained or the Meeting adjourned.


24.      The Committee may, whenever it think fit, convene an Extraordinary General Meeting, and Extraordinary General Meeting shall also be convened on such requisition made in writing by any 10 or more members of the Association.


25.      All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting including of the consideration of accounts, balance sheets, and the ordinary reports of the Committee and Auditors, and the election of Officers in the place of those retiring pursuant to the regulations herein contained.




26.      The Convenor of the preparatory committee of the Association shall be the Chairman of the first annual meeting.  The Chairman, or in his absence the Vice-Chairman of the Committee, shall preside as Chairman at every other General Meeting.  If neither the Chairman nor Vice-Chairman be present within thirty minutes after the time appointed for the Meeting the “Members” present shall elect one of their members to be Chairman of such meeting.


27.      The Chairman may, with the consent of any General Meeting, adjourn the same from time to time and from place to place; but no business shall be transacted at any adjourned Meeting other than the business left not transacted or not deliberated at the Meeting from which the adjournment took place.


28.      Questions arising at any General Meeting shall be decided on a show of hands of the “Members” present, unless a poll is demanded by at least five “Members” present in person and entitled to vote and unless a poll is so demanded a declaration by the Chairman that a resolution has been carried, or carried by a particular majority or lost or not carried by a particular majority, and an entry to that effect in the book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.


29.      If a poll is duly demanded, it shall be taken at such time and place and either immediately or after an adjournment of interval, and either by open voting  or by ballot, as the Chairman directs, and the result of the poll shall be deemed the resolution of the Meeting at which the poll was demanded.


30.      The Chairman of a General Meeting shall, in case of an equality of votes whether on a show of hands or on a poll, if a poll is demanded, be entitled to a casting vote in addition to the vote to which his membership entitled him.


31.      Every member shall be entitled to receive notice of and to attend every General Meeting.  Every “General Member” shall be entitled to one vote.  On a poll, votes of “General Members” may be given personally or by proxy.


32.      The instrument appointing a proxy shall be in writing under the hand of the appointer.  No person shall be appointed a proxy who is not qualified to vote.


The instrument appointing a proxy shall be deposited at the registered office of the Association not less than twenty-four hours before the time for holding Meeting at which the person named in such instrument proposes to vote; but no instrument appointing proxy shall be valid after the expiration of twelve months from the date of its execution.


33.      Every instrument of proxy shall be in following form: –


I,                            of                     in Hong Kong Special Administrative Region, being a Member of NG  WAH  COLLEGE   –   SECONDARY  OLD  BOYS  ASSOCIATION,  LIMITED, hereby appoint                           or failing him                              of                     as my proxy for me and on my behalf at the (Annual or Extraordinary) General Meeting of the Association to be held on the           day of                               and at any adjournment thereof.


Signed this                      day of                       20   .


34.      No person shall be entitled to be present or to vote on any question either personally or by proxy or as proxy for another at any General Meeting, or be reckoned in a quorum, whilst any money is due from him to the Association.


35.      At every other General Meeting at which a member of Committee retires from office, his retirement shall not take effect until the dissolution of the Meeting.




36.      If necessary, and upon the written request of over half of the committee members or ten ordinary members of the Association, the Committee must convene an extra-ordinary general meeting within 3 weeks after receipt of the question, the requisitionists or 10 members may themselves convene such meeting.  However, discussions and resolutions at the extraordinary general meeting shall be restricted to those subjects as raised in the request.  Members shall be notified in writing not less than 7 working days prior to the extra-ordinary general meeting or convocation of the requisitionists.  The quorum shall be the same as that for the general meeting.


37.      Proposals for amendments to the constitution of the association (including its Articles and Memorandum of Association) shall not be made except at extraordinary general meetings convened for the purposes of consideration, passing or rejection such proposals.  They should be sent to the Committee together with the requisition for an extraordinary general meeting.


38.      In the event of the Committee resigning in a body or failing to convene an annual general meeting for more than 15 months after the holding of the last general meeting and of there being at any time no person or persons in whom the management of the affairs of the Association may for the time being vested any 10 members may immediately call an extraordinary general meeting at which a fresh committee may be elected to hold office until the next general meeting.




39.      The Association’s Registered Office, where the management and superintendence of its business is conducted, shall be in Hong Kong Special Administrative Region, and the Committeemay at its discretion open any subsidiary office elsewhere.




40.      (a)  The supreme authority of the Association shall rest in the General Meeting; and after the prorogation of which, the Committee consisting of not less than 9 and not more than 21 persons comprising elected members elected at the General Meeting and the ex-officio members.  The Committee members shall then elect from among themselves a Chairman, a Vice-Chairman, an Hon. Secretary, an Hon. Treasurer, and the remaining members serve as ordinary committee members, shall be the supreme executive body.

(b)  The committee member who shall be elected by the Association at the annual general meeting and shall hold office until the day after the next annual general meeting.

(c)   The outgoing Chairman shall be a member of the Committee ex-officio member for 2 years from the date of his last retirement as chairman.

(d)  All office-bearers of the Association shall serve without remuneration.  Their term of office shall not be more than 4 years.

(e)  The Committee may at its discretion either in connection with a specific matter or for a period not extending beyond the year of its office, co-opt other being “Members” of the Association whose assistance they wish, but co-opted shall be entitled to a vote and reckoned towards a quorum.



41.      At every other annual general meeting at least one third of the elected committee members for the time being, or if their number is not 3 or multiple of 3 then the number nearest but not exceeding one-half, shall retire from office.  A retiring elected committee member shall be eligible for re-election.


42.      Any Officer of the Association or member of the Committee whose membership of the Association ceases shall also be taken as a resignation from his office.


43.      If at any meeting at which an election of Officers or members of Committee ought to take place the offices of the vacating Officers or members are not elected, then, subject to any resolution reducing the number of elected members, the retiring Officers or members of the Committee, or such of them as have not had their positions re-elected, shall continue in office until the Annual General Meeting in the next year, and so on from year to year until such positions are re-elected.  The committee shall choose from their own body a Chairman for the current term who shall be eligible and a Treasurer and a Secretary.


44.      If any casual vacancy shall occur among the Officers of the Association the Committee shall thereupon fill the vacancy.  Any other casual vacancy in the Committee may be filled by the Committee, but any person appointed shall retire at the next Annual General Meeting, but shall be eligible for re-election if duly nominated.




45.      The Committee shall meet as required.  Ordinarily it shall meet four times a year.


46.      The Committee may make such regulations as it thinks proper as to the summoning and holding of its Meetings, and for the transaction of business thereof, and it may adjourn any Meeting, and may from time to time fix the quorum necessary for the transaction of business but until it shall otherwise determine, five members of the Committee shall form a quorum, such quorum to be maintained or the Meeting adjourned.


47.      The Chairman, the Vice-Chairman, or any five members of the Committee, may at any time summon a Special Meeting thereof.


48.      The Chairman, or in his absence the Vice-Chairman, shall take the chair at all Meeting of the Committee, and if at any Meeting not one of them be present within thirty minutes after the time appointed, those present shall choose one of the members of the Committee to be Chairman of the Meeting.


49.      Questions arising at any meeting of the Committee shall be decided by a majority of votes, and in case of equality of votes, the Chairman shall have a second or casting vote.


50.      The continuing members of the Committee may act, notwithstanding any vacancy in their body, provided the number be not reduced below six.  If their number be reduced below six the continuing members may act for the purpose of filling vacancies in the Committee or convening a General Meeting of the Association, but for no other purpose.


51.      A member of the Committee, not being an ex-officio member, may at any time resign by giving notice in writing to the Secretary, but shall not thereby be disqualified from being at any time thereafter re-elected.


52.      If a member of the Committee, not being an ex-officio member, shall without leave of absence granted by the Committee, be absent from the Meetings thereof for a period of six consecutive months the Committee may declare his office vacant, and he shall thereupon cease to be a member of the Committee.


53.      Minutes of the proceedings of every Committee or Committee Meeting and of attendance thereat respectively, shall be recorded by the Secretary in a book kept for that purpose, and after approval be signed by the Chairman of the Meeting at which they are read.


Every such notice, when so recorded and signed shall, in the absence of proof of error therein, be considered a correct record and an original proceeding.


54.      The Association may by resolution at any Extra-ordinary General Meeting, of which due notice specifying the object has been given, remove a member from his office, but fourteen days’ previous notice of intention to hold such Extraordinary General Meeting shall be given to such member.  Upon such resolution being duly passed he shall cease to be a member of the Committee.


55.      A “Member” may be nominated for election upon the Committee by any two “Members”, the nomination to be sent to the Secretary in writing at least fourteen days before the date of election, together with a notification in writing from such nominee of his consent to serve upon the Committee if elected.


56.      All acts of the Committee and of its appointed Committees and agents in their respective capacity shall be valid, notwithstanding that some defect shall afterwards be discovered to have existed or to have arisen in the appointment of or by the Committee in the appointment of any member of the Committee or of any such Committee or Agent.




57.      In the government of the Association the Committee shall, in addition to the powers and authorities by these Article expressly conferred upon them, be entitled to exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not hereby or by statute expressly directed or required to be exercised or done by the Association in General Meeting.


58.      In furtherance and not in limitation of the general powers conferred by the last preceding Article hereof the Committee: –

(a)  May from time to time appoint or terminate the appointment of any person as an official or servant of the Association.

(b)  May from time to time make such rules, regulations and by-laws for ensuring and carrying into effect the objects of the Association including Benevolent Fund as it may think fit, not involving any such alteration of or addition to these Articles of Association as could only legally be made by special resolution and not being contrary to the Memorandum of Association, and may from time to time alter and amend the same.

(c)   In the temporary absence of the Secretary, or his inability to act, the Committee may appoint any person to act in his stead; and the person so appointed may temporarily exercise all the powers and duties of the Secretary.

(d)  The Chairman shall represent the Association, conduct all its affairs, and preside over all its meetings save meetings of sub-committees which may be formed from time to time.

(e)  The Vice-Chairman shall assist the Chairman in undertaking the affairs of the Association.  In case the Chairman is absent, on leave or has vacated his post, he shall act for him.

(f)   The Honorary Secretary shall attend to the correspondence and the secretarial work of the Association and record the minutes of all meetings.

(g)  The Honorary Treasurer shall attend to all financial matters, receipts and payments of the association.  He shall compile, before the convocation of the annual general meeting, a statement of accounts which, after being approved by the Committee and duly audited, shall be submitted to the annual general meeting for adoption.  Funds in excess of $5,000.00 shall be deposited in a bank designated by the Committee, and all cheques must be jointly signed by the Chairman or Vice-Chairman and the Hon. Treasurer or any two Committee Members designated by the Committee.  Expenses of $5,000.00 or under may be authorized by the Chairman.  Any payment of $5,000.00 or above must be approved by the Committee.


59.    The Committee shall adopt and use a SEAL and shall provide for the safe custody of the Seal of the Association, which shall not be used without authority of the Committee and in the presence of the Chairman of the Association, or of the Vice-Chairman and of the Secretary; and the Chairman or the Vice-Chairman and the Secretary shall sign every instrument in which the Seal of the Association is so affixed in their presence.




60.      The Committee may issue warning to or at an extraordinary general meeting specially convened expel a member or committee member who is found by the Committee to have been guilty of any one of the following: –

(a)  Infringement of the constitution or resolutions of the Association;

(b)  Committing corruptive acts by using the name of the Association and thereby impairing its fair reputation.




61.      Committee meeting shall be held not less than once in every three months and whenever the Chairman deems it necessary.  The quorum shall be constituted by five of the Members of the Committee personally present.


62.      At all meetings, motions shall be carried by the approval of over half of the Members of the Committee personally present.


63.      The Chairman of the Association shall preside over all meetings.  In case of absence, the Vice-Chairman shall act for him.  In case of absence of both the Chairman and Vice-Chairman at a general meeting, extraordinary general meeting, or committee meeting, the Members present shall elect from among themselves an interim Chairman to preside over the meeting.




64.      The first committee member shall be nominated by the preparatory committee of the Association and approved by members personally present in the first annual general meeting.  On or before the expiration of fourteen days before the convention of an Annual General Meeting, the Committee shall mail a full list of members offer for election to all members of the Association.


65.      The Committee shall on or before the expiration of the two months after each financial year of the Association give a notice to the members inviting them to offer for election to the Committee on or before a certain date which shall not been less than 10 days after the date of the service of notice.


66.      Nomination for the posts of Committee Members shall be made and seconded at the General Meeting by members attending in person.  Not less than 9 nor more than 15 of the candidates who received the highest number of votes by a show of hands shall be elected as Committee Members.


67.      The new Committee Members shall forthwith hold election among themselves to appoint a Chairman, Vice-Chairman, an Hon. Secretary, and an Hon. Treasurer.  The outgoing office-bearers shall hand over their office to the new members within ten days.





68.       The Association is the ONLY recognized alumni association for the purposes of nomination of an Alumni Manager to serve on the Incorporated Management Committee of the School.


69.       All General and Associate Members are eligible to become candidates, unless they are currently engaged or employed as teachers of the School.


70.       The System of Election held for the purposes of making nomination of an Alumni Manager will be fair and transparent.


71.       A Sub-committee, led by a “Returning Officer”, will be established by the Committee to invite nomination from all of its members whenever a vacancy for Alumni Manager is known or when the retiring date of a serving Alumni Manager will be in the next 100 calendar days.   Nomination period shall not be less than 14 days.  The Sub-committee will observe and follow the guidelines of the Education Ordinance to organize an election, either through a special election convention held at the School premises or by postal ballots, held not earlier than 14 days  after all nominations are publicly notified, and all General and Associate Members are personally notified by post or by email.


72.       All members seeking a nomination by the Association will be given fair and transparent opportunity to communicate with all members who are eligible to vote.


73.       The Association, the Committee, or the Sub-committees do not assume any responsibility that candidates seeking nomination will meet “registration requirements” of Managers set out in Section 30 of the Education Ordinance i.e. not a Resident in HK for more than 9 months each year, bankruptcy, age over70 and not certified fit for manager duty, serving as managers in more than 5 schools, previously refused in manager registration.  When an elected member is elected and nominated but refused a registration as Alumni Manager by the designated Authority, the Association will make decisions on alternate nomination based on results of previous election or invite new nominations for a new round of election.


74.       The normal term of office of the Alumni Manager shall be two years, normally commencing on September 1 in the Year he is elected and nominated.



75.      The committee shall cause true accounts to be kept of the moneys received and expended by the Association, and the matters in respect of which such receipts and expenditure take place, of the assets, credits, and liabilities of the Association and of all sales and purchases of goods by the Association.  The Accounts shall be closed on the 31st day of March in each year, and a balance sheet containing a summary of the assets and liabilities of the Association on that day shall be prepared, together with an income and expenditure account for the year ending on that day.


76.      At every annual general meeting in each year, or so soon thereafter as the Committee shall decide, the duly audited accounts for the year ending 31st March last preceding such Meeting, with all vouchers and receipts, and also the balance sheet, shall be presented and reported upon by the Honorary Treasurer, and at this Meeting the Auditor to the Association shall be represented.


77.      A copy of the income and expenditure account and balance sheet shall, not less than seven days previous to each Annual General Meeting, be sent to every member entitled to receive notices of General Meetings, together with copies of the Reports of the Committee and the Auditors.


78.      All entrance fees, subscriptions and other moneys payable to the Association shall be received by the Honorary Treasurer, or by such person as the Committee may from time to time appoint to act temporarily in his place.


79.      (a)  The Committee may, from time to time, make grants to the Benevolent Fund.

(b)  The Committee may, from time to time, reserve or set apart out of the moneys of the Association, such sums as, in its judgment are necessary or expedient, to be at the discretion of the Committee applied in providing a sinking fund to pay off debentures or incumbrances of the Association, or for any other purposes of the Association, but no part of the Reserve Fund shall be employed in carrying on the current business of the Association, except in pursuance of an unanimous resolution of a Meeting of the Committee, unless and until the claims, liabilities, debentures, and incumbrances or other purpose for which such Reserve Fund was set apart shall have been fully discharged, satisfied, or ended.


80.      All moneys received shall be kept in an appointed bank, and all cheques shall be signed by any two of the following officers, namely, the Chairman, the Vice-Chairman, the Hon. Treasurer and the Hon. Secretary. The Hon. Treasurer is empowered to keep cash of an amount not exceeding five hundred dollars to meet petty cash payments. The receipts of the Hon. Treasurer or the Hon. Secretary for all moneys coming to the Association shall be sufficient discharge.




81.      Auditors shall be appointed and their duties regulated in accordance with the Ordinance.




82.      The Association may be wound up by a Special Resolution passed at a General Meeting or Extraordinary General Meeting with a quorum of two-thirds of the Members of the Association and with the consent of the school management committee of NG WAH COLLEGE – SECONDARY.  If in the winding up the assets available for distribution shall be more than sufficient, the excess shall be donated to NG WAH COLLEGE – SECONDARY.


Names, Address and Descriptions of Subscribers


Wing Fai LAI,                   Solicitor

Regent Centre, 6/F, 88 Queens Road, Central, Hong Kong

Ho Ming BUT,                   Merchant

Unit 4B, Block 5, Julimount Garden, Hin Tai Street, Tai Wai, Shatin, HKSAR

Dated the 17th day of April 1998

Witness to the above signatures:

First Revised: 17 July 2008

Second Revised: 5th day of November 2010

Third Revised: 12th day of April 2014




Guide For Alumni Manager Election


Passed on Extra-Ordinary General Meeting on 12th April 2014, Translate into English in June 2014, Amended and Passed on Special Committee Meeting on 26th June 2014.


1          General Provisions

1.1         Ng Wah College – Secondary Old Boys Association, Limited (hereinafter refer to as the “Association”) is the ONLY alumni association recognized by the Incorporated Management Committee of Ng Wah Secondary School (hereinafter refer to as the “School”).

1.2         The Association will organize the Alumni Manager Election in accordance to the Provisions of the Education Ordinance, Chapter 279, the Laws of Hong Kong (hereinafter refer to as the “Ordinance"), the Guidance Notes Issued by the Education Bureau of the Hong Kong Special Administration Region Government  from time to time, the Memorandum and Articles (hereinafter refer to as the “Memorandum and Articles”) of the Association, “Guide for Alumni Manager Election” (Provisions in this Document), and other applicable regulations and statutory provisions.  

       2       Candidature

2.1         All former students of the School, other than those who are currently enrolled as Students, are eligible to stand as candidates of the Alumni Manager Election.

2.2         An alumnus should not be eligible for nomination as candidate of Alumni Manager under the following circumstances –

2.2.1             He/she is a serving teacher of the School (given that teachers are represented in the IMC by a “teacher manger”); or

2.2.2             He/she is disqualified from registering as a school manager on grounds set out under Section 30 of the Ordinance, cited under Annex 1.

2.3         As stipulated in the Ordinance, no manager shall serve in an IMC in more than one capacity. Accordingly, any candidate standing to be elected as an alumni manager must not be a holder or a candidate of a parent manager. If the elections of alumni and parent managers are held concurrently in the School, no candidate shall participate in more than one election.  

3       Number & Tenure

3.1         There will be ONE Alumni Manager.  There will be NO alternate alumni manager.

3.2         The term of office of an Alumni Manager shall be two years (unless otherwise stated), commencing from September 1st of the first school year and terminate on August 31st of the following school year, OR two years commencing the date when an Alumni Manager’s registration is approved by the Education Bureau. On terms of office, the final decision of the Education Bureau shall prevail. An Alumni Manager can be re-elected after serving his first term of office, but shall not stand for re-election after completing two consecutive terms.

3.3         When the office of Alumni Manager is vacant as a result of resignation, removal, decease or other contingency, a by-election will be held for the election of an Alumni Manager serving the remaining term of the vacancy. 

4       Nomination Procedures

4.1         Returning Officer

The Associations Committee shall appoint an office-bearer as Returning Officer to administer and supervise matters in regard to nomination, the issuance of ballots, and discipline governing vote counting, but the Returning Officer must NOT stand as a candidate for the alumni manager election.

4.2         Election Date and Notice

4.2.1             The Committee shall hold an Alumni Manager Election once in every two years. The election can be conducted during the Association’s Annual General Meeting.

4.2.2             No less than 30 days from Election Day, the Returning Officer shall issue an Election Notice to all alumni and registered voters, informing them the details of the election (i.e. number of alumni manager vacancies, nomination period, method of nomination, date of voting and vote-counting, date for results announcement and other relevant information), along with this Guide. An Election Notice can also be issued and released in conjunction with the Meeting Notice and Agenda of the Association’s Annual General Meeting.

4.2.3             Under any contingency, if the Election Notice being released to alumnus or registered voters failed to reach any particular alumni or registered voter, or for any reason any eligible alumnus does not receive an Election Notice, the proceedings of election shall NOT be invalidated. 

4.3         Nomination

4.3.1             Every alumnus can only nominate oneself OR one other eligible alumnus to become a candidate. The nomination shall be seconded by another alumnus.

4.3.2             Alumnus desiring to nominate oneself or another eligible alumnus to stand for the election shall submit in writing a properly seconded nomination to the Returning Officer during the Nomination Period and at least 21 days before the Election Day. Nominated alumnus shall also submit a CV or a brief statement of his candidacy (within 100 words) to the Returning Officer, who will use the submission to further the election process.

4.3.3             Every nominated alumnus shall declare in his submission his status in relation to conditions which may lead to the disqualification of a manager registration on grounds stipulated under Section 30 of the Ordinance. This will enhance the alumni body of their knowledge of the candidates.

4.3.4             When no valid nomination is submitted twenty-one days before the Election Day, the Returning Office shall extend the nomination period to fourteen days before the Election Day i.e. extension of seven days.

4.3.5             At least fourteen days before the Election, the Returning Officer shall confirm the eligibility of each nominated alumnus.  The Returning Officer will release the submission of all Valid Nomination, and publicly notify all alumni and eligible registered voters detail arrangement and time schedules of the Election.

4.3.6             The Association should seek immunity and/or indemnification on liability associated or resulted from the publication of submissions put forward by the candidates, including their declarations.

4.3.7             Should there be NO valid nomination fourteen days before the Election, the Returning Officer shall make such an announcement and declare that the Election Process ends without an Elected Persons for Registering as Alumni Manager.  The Incorporated Management Committee of the School shall be empowered to nominate such number of persons for registration as Alumni Manager in accordance to Section 40AP(5) of the Ordinance.

4.3.8             When there is only ONE valid nomination fourteen days before the election, the candidate shall be declared the Elected Persons for Registering as Alumni Manager unopposed. 

        5          Elector’s Eligibility

              All alumni of the School are eligible to vote, provided that an alumnus must register with the Committee as elector, and confirm his eligibility no less than 21 days prior to an Election.  Registered voters with eligibility confirmed by the Committee need not register again for future election. All eligible electors have equal voting right. Each alumnus has only ONE vote in each Election.

  6          Election Procedures

    6.1         Date of Voting

              The period between the date of voting for Alumni Manager Election and the deadline of nomination submission should not be less than two weeks.

    6.2         Voting Method

              To ensure a fair election, the voting should be conducted by secret ballot, i.e. electors are not allowed to enter their names or any other marks of identification on the ballot, and should not let other electors see whom they have voted for.  NO proxy ballot is allowed. A sample of the ballot is exhibited in Annex II.

    6.3         Counting of Votes

    6.3.1    The Returning Office may arrange voting and vote count on the same day. He can invite all alumni, every candidate (or representative of every candidate), and the School  Principal (or Representative of the School Principal) to witness the vote count.

    6.3.2    The Returning Officer and the School Principal (or Representative of the School Principal) shall witness the counting of votes. During vote count, the Returning Officer shall ensure ALL BALLOTS are removed from the ballot box before vote count starts. Should any of the following situations arises, a ballot will be invalid:       Number of candidates voted for exceeded the number of vacancies;       The ballot is not properly completed; OR       The Voter writing the ballot can be identified through the ballot.

    6.3.3     Candidate obtains the highest number of votes shall be nominated by the Association’s Committee to be registered as Alumni Manager. Should two or more candidates obtain the same number of votes, the Returning Officer should determine the result of the election on site by a drawing of lots among candidates enjoying highest but equal number of votes.

    6.3.4     When all election and vote counting matters are completed, the Returning Officer should retain all ballots and secure them into a packet, which should be sealed and signed by the Returning Officer and the School Principal (or Representative of the School Principal).  The sealed packet should be retained and escrowed for at least six months, during when investigations can be conducted in response to valid allegations of misconduct or improper election processes.  

    6.4         Announcing Election Results

    6.4.1     The Returning Officer shall publicize and inform all alumni of the election results within 10 days from Election Day.

    6.4.2     Unsuccessful candidates may, within 7 days of the announcement, appeal to the Association in writing, stating their ground or reasons for appeal.

    6.4.3     The Association should establish an Appeal Committee comprising two members appointed by the Association and a teacher appointed by the School Principal. All three members of an Appeal Committee must NOT be present nor witnesses of the Vote Counting process of the Election to which the results are disputed.  This Appeal Committee will hear and judge on the appeal. In the event that a re-count of ballots is required, the appellant and all candidates shall be invited to attend and observe the ballot re-count.

    6.4.4     Decisions of the Appeal Committee shall be FINAL.

      7          Post-Election Nomination and Registration

            The Association should submit Nomination of Elected Person as Alumni Manager to the IMC. The IMC shall submit to the Permanent Secretary Application for Registration of the alumnus elected as Alumni Manager of the School. 

      8          By-election of Casual Vacancies

            Should an alumni manager vacancy arises before the expiry of the last elected manager’s term of office, within three months the alumni association shall conduct a by-election to elect a nominee to fill the vacancy, in the manner described on the above.  If the Association cannot conduct the by-election accordingly, the IMC shall apply to the Permanent Secretary to reasonably extend the period for filling the vacancy. 

      9          Ethical Conduct

            To promote fairness in the election process, Alumni, being candidates and voters in the Alumni Manager Election, should take note of the ethical conduct described in Annex III.  

   10        Revoking a Registration of Alumni Manager

           On the ground that a registered alumni manager is no longer considered the appropriate person to hold office, the Association may propose a resolution to revoke a nomination among registered voters, in a manner similar to the Election process.  Upon such resolution adopted by the majority of an assembly of registered voters, the Association can submit a written request to the IMC to withdraw the nomination and cancellation of the registration of an Alumni Manager.  

      11       Interpretation

           Interpretations of this Guide shall rest with the Association’s Committee. In the event that the Committee’s interpretation is contested, the dispute should be referred to and be administered by the General Meeting of the Association.

      12      Adoption & Amendment

          Adoption and amendment to this Guide shall be in effect from the date of announcement, and which should be preceded by a resolution supported by no less than two-third Committee members in the Association’s Committee Meeting, after public consultation with all members. 

      13      Contravention

            In the event that any provision in this guide has been found to be in contravention to the Education Ordinance or the Guidance Note for Alumni Manager Election issued by the Education Bureau, the content of such certain provision shall be void. The Association’s Committee shall initiate and propose amendment to ensure that this Guide is in compliance to all relevant statutory requirements.




Annex I


Education Ordinance

Provisions relating to Election of Alumni Managers




The Permanent Secretary may refuse to register an applicant as a manager of a school if it appears to the Permanent Secretary that

•           the applicant is not resident in Hong Kong for at least 9 months in each year ;

•           the applicant is not a fit and proper person to be a manager ;

•           the applicant is a person in respect of whom a permit to teach has previously been cancelled;

•           the applicant is under the age of 18 years;

•           the applicant has attained the age of 70 years and he fails to produce a valid medical certificate certifying that he  is physically fit to perform the functions of a manager;

•           the applicant is under the age of 70 years and he fails to produce, upon a request by the Permanent Secretary, a valid medical certificate certifying that he is physically fit to perform the functions of a manager;

•           in making or in connection with any application -

(i) for registration of a school;

(ii)            for registration as a manager or a teacher; or

(iii)          to employ a person as a permitted teacher in a school,

•           the applicant has made any statement or furnished any information which is false in any material particular or by reason of the omission of any material particular;

•           the applicant is a bankrupt within the meaning of the Bankruptcy Ordinance (Cap. 6) or has entered into a voluntary arrangement under that Ordinance;

•           the applicant has previously been convicted in Hong Kong or elsewhere of a criminal offence punishable with imprisonment; or

•          the applicant has been registered as a manager of 5 or more schools.


•           For an IMC school, at least one alumni manager shall be provided.


•           If the school is a bi-sessional school, the IMC or sponsoring body (as may be provided for in the constitution of the IMC) may recognise an alumni association for each session separately.

•           The IMC or sponsoring body may recognise one body of persons as recognised alumni association.  The body of persons shall be recognised only when its constitution specifies the following items

(i)              its membership is open to all alumni of the school;

(ii)            only the alumni of the school may elect or become office-bearers of the body ; and

(iii)          the system of election is fair and transparent.

•          A recognised alumni association may nominate such number of persons for registration as alumni manager of the school as may be provided for in the constitution of the IMC of the school.

•          If no person is nominated, the IMC may nominate such number of persons for registration as alumni manager as may be provided for in its constitution.

•          A candidate must be an alumnus of the school.

•          A candidate must not be a teacher of the school.


•           The person who fills the vacancy of alumni manager shall be nominated for registration as a manager in the same manner as the manager who ceased to hold the office concerned.


•           On the ground that a manager is not suitable to continue to hold office, the recognised alumni association of a school may pass a resolution, in a manner which is similar to the manner in which the manager concerned is elected, and make a written request to the IMC to cancel the registration of the manager.  The IMC shall, upon receiving the request, issue a notice in writing to the Permanent Secretary as regards the cancellation of the registration of the alumni manager.

Annex II






Election of Alumni Manager 校友校董選舉



Ballot Paper 選票


Voting Date投票日期:


Please read carefully the Directions for Voting overleaf before casting vote.



Please use a blue or black ball-point pen to mark a “” in the box against the number of the candidates you vote for. The number of “” you marked on the ballot paper should not be more than the number of vacancies. Otherwise, your ballot paper will be considered null and void.




o 1.

XXX (英文姓名) XXX(中文姓名)

o 2.

XXX (英文姓名) XXX(中文姓名)

o 3.

XXX (英文姓名) XXX(中文姓名)


                                                                                                                                                                                                        Annex II







Directions for Voting


                        1.     Put no other marks on the ballot paper other than the mark ü or it will be considered null and void.

                        2.     Fold the ballot paper into two and do not let anyone see whom you vote for. The ballot is secret.

                        3.     Put the ballot paper into the ballot box.





                        1.   除「」號外,請勿在選票上劃上其他記號,否則選票便會作廢。

                        2.   將選票對摺,切勿讓他人看見你的選擇。投票是保密的。

                        3.   將選票放入投票箱。




     Annex III


Ethical Conduct Required in the Alumni Manager Election


Nomination of Candidates 

1.          Do not offer any advantage to get any person to stand or not to stand as a candidate.

2.          Do not offer any advantage to get any person having been nominated as a candidate to withdraw his candidature.

3.          Do not offer any advantage to get any candidates not using his best endeavours to promote his candidature.

4.          Do not solicit or accept any advantage for any person’s standing or not standing as a candidate.

5.          Do not solicit or accept any advantage for any person’s withdrawal of his candidature.

6.          Do not solicit or accept any advantage for any candidate’s not using his best endeavours to promote his candidature.

7.          Do not use or threaten to use force or duress to induce any person to stand or not to stand as a candidate, or to withdraw his candidature.

8.          Do not induce by deception, any person to stand or not to stand as a candidate, or to withdraw his candidature.


1.          Do not make any materially false or misleading statement of fact including but not limited to the character, qualifications or previous conduct of a candidate or candidates.

2.          Do not take part in any activity that is likely to give rise to criticism and allegation of malpractices and should abide by the principle of fairness in election.

3.          Do not state overtly or covertly the support of any person or organisation in any campaign activities, especially in the campaign literature before written consent has been obtained.



1.          Do not offer any advantage to induce any person not to vote at an election.

2.          Do not offer any advantage to induce any person to vote or not to vote for a particular candidate at an election.

3.          Do not provide or pay for the provision of any food, drink or entertainment as an inducement to or a reward for any persons not voting at an election.

4.          Do not provide or pay for the provision of any food, drink or entertainment as an inducement to or a reward for any person’s voting or not voting for a particular candidate at an election.

5.          Do not use or threaten to use force or duress against any person for the purpose of influencing his or any other persons voting decision.

6.          Do not induce by deception any person not to vote at an election.

7.          Do not induce by deception any person to vote or not to vote for a particular candidate at an election.