MEMORANDUM OF ASSOCIATION

THE COMPANIES ORDINANCE (CHAPTER 32) 

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Company Limited by Guarantee

and Not Having Share Capital

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[ MEMORANDUM OF ASSOCIATION ]

OF

NG WAH COLLEGE – SECONDARY OLD BOYS

ASSOCIATION, LIMITED
(伍華書院 – 中學部校友會有限公司)

1. The name of the Company is “NG WAH COLLEGE – SECONDARY OLD BOYS ASSOCIATION, LIMITED
(伍華書院 – 中學部校友會有限公司), hereinafter refer to as the ¨Association〃.
 
2. The registered office of the Association will be situated in Hong Kong.
 
3. The objects for which the Association is established are: –
 
(a) To promote friendship and co-operation among the former students of NG WAH COLLEGE – SECONDARY and a closer relationship between these former students, the school and current student bodies thereof.
 
(b) To organize charitable works or other undertakings for the benefit of NG WAH COLLEGE – SECONDARY, or any other cause considered worthy by the association.
 
(c) To foster or support activities of a social, cultural, educational, civic, charitable or religious nature in the interest of the members of the Association and of the community at large.
 
(d) To promote the social, economic, educational, cultural, physical and recreational welfare and advancement of the members of the association.
 
(e) To purchase, take on lease or in exchange, hire or otherwise acquire any real and personal estate which may be deemed necessary or convenient for any of the purposes of the Association, provided that in case the Association shall desire to hold more land than the law shall for the time being permit it to hold without the Licence of the Government of Hong Kong Special Administrative Region, such Licence shall be obtained.
 
(f) To construct, maintain, and alter any houses, buildings, or works necessary or convenient for the purposes of the Association.
 
(g) To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Association.
 
(h) To purchase, hire, make or provide and maintain and to sell or otherwise dispose of all kinds of furniture utensils and other things required or which may be conveniently used in connection with the Association; and all kinds of liquors, provisions and refreshments required or used by members of the Association or other persons frequenting the Association premises.
 
(i) To hire and employ all classes of persons considered necessary for the purposes of the Association and to pay to them and to other persons in return for services rendered to the Association, salaries, wages, gratuities and pensions.
 
(j) To promote and hold, either alone, or jointly with any other association, club or persons, meetings, competitions and matches for the playing of billiards, bridge, or other pastime, or dinners, balls, concerts and other entertainment.
 
(k) To support and subscribe to any charitable or public body and any institution, society or club which may be for the benefit of the Association or its employees; to give pensions, gratuities, or charitable aid to any person who may have served the Association, or to the wife, widow, children or other relatives of such persons; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Association.
 
(l) To invest and deal with the moneys of the Association not immediately required, upon such securities and in such manner as may from time to time be determined.
 
(m) To borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory note or other obligations or securities of the Association, or by mortgage or charge upon all or any part of the property of the Association.
 
(n) To participate in and promote all sporting activities and pastimes in Hong Kong Special Administrative Region or elsewhere and for any or all of these purposes to acquire, lease or hire playing fields, recreational grounds, bungalows, matsheds or other residences, pavilions, lavatories, kitchens, refreshment rooms, workshops, sheds and other conveniences in connection therewith and to furnish and maintain the same, and to permit the same and the property of the Association to be used by the Members and other persons, either gratuitously or for payment.
 
(o) To construct and fit buildings as hostels for visitors and members of the Association with all such buildings and conveniences appertaining thereto as are usual, necessary or expedient in connection or conjunction with lodging and to re-construct or adapt any existing building for such purposes and to lodge visitors and members therein and to let out or hire or rent any such building, hostels, lodging or any part thereof.
 
(p) To promote the study, practice and knowledge of music and to give or arrange concerts and musical entertainment and to employ writers and composers and to purchase copyrights and to give prizes and awards.
 
(q) To establish and maintain libraries and also reading and writing rooms and a reference library and to furnish to the same respectively with books, reviews, magazines, newspapers and other publications, including instrumental and vocal music.
 
(r) To establish and carry on schools where students may obtain free of charge or on moderate terms a sound and general education and to provide for the delivery and holding of lectures, exhibitions, classes and conferences circulated directly or indirectly to advance the course of culture and education whether general, professional or technical.
 
(s) To seek from and make representations to the Government of Hong Kong Special Administrative Region for the tenure of lease of any land, property or building for the use of the Association towards the promotion of its objects and to enter into any arrangements with the Government of Hong Kong Special Administrative Region or with any authority, supreme, municipal, local or otherwise that may be conducive to the Associationˇs objects or any of them, and to obtain from the Government or any such authority any rights, privileges and concessions which the Association may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
 
(t) To co-operate with or assist any associations or clubs in any way which the Association or the Executive Committee shall think proper and to enter into or adopt any agreement or arrangement with such associations or clubs.
 
(u) To set aside or provide for a Benevolent Fund and to grant pensions, annuities, compensations or other awards or benefits in money or otherwise, to members of the Association or its employees or other persons disabled or otherwise requiring assistance or to widow or orphans of or other persons dependent wholly or partially on any members or other persons who may die or be disabled or be otherwise incapacitated from earning a living, or who may be in the opinion of the Executive Committee, deserving of having such assistance rendered.
 
(v) To undertake and execute any trusts which may seem to the Association conducive to any of its objects.
 
(w) 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 Association shall be a non-political organization.
 
5. The liability of the members is limited.
 
6. Every General Member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up during the time that he is a General Member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a General Member, and of the costs, charges and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding HONG KONG DOLLARS ONE HUNDRED.
 

We the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:-

 

 

Names, Addresses and Descriptions of Subscribers 

                            Wing Fai LAI, Solicitor

                            Regent Centre, 6/F, 88 Queen’s Road, Central, Hong Kong

                            Ho Ming BUT, Merchant 

                            Rm. 703, Queen’s Road No. 9, Central, Hong Kong   

 

 

Dated the 17th day of April 1998.
 
Revised: 12th day of April 2014.

Witness to the signatures: