本會會章
THE SOCIETY OF HONG KONG SCHOLARS
CONSTITUTION
1.Title
 

The name of the Society shall be The Society of Hong Kong Scholars, known in Chinese as 香港學者協會 ( hereinafter referred to as “The Society”)
2.Address
  The address of the Society is Unit B, 13/F., V. Heun Building, 138 Queen’s Road Central, Hong Kong.
3.Object
 
  The objects of the Society shall be:
3.1 To cultivate and enhance, among Members of the Society, a balanced andcomprehensive sense of concern for social affairs in Hong Kong and the world at large; and to promote scholarly and cultural activities in Hong Kong.
3.2 To promote the continuous advancement and prosperity of the Hong Kong community, and to help develop human resources for such a purpose.
3.3 To encourage collaboration between Members of the Society and scholars within and without Hong Kong who share the same concern as stipulated in objects 3.1 and 3.2.

4.Membership
 
4.1 Categories of membership 
 
4.1.1 Any scholar residing in Hong Kong who has at least 5 years of experience(or its equivalent) in tertiary teaching and/ or research work or other scholarly pursuit, is willing to identify himself with the objects of the Society and to abide by the Constitution of the Society , may apply to become a Full Member. The application form for such a purpose must be supported by the recommendations of two Full Members of the Society. Upon approval of his application by the Council and his payment of the prescribed membership fees stipulated in 4.2, he shall become a Full Member.
4.1.2 Any scholar residing outside of Hong Kong who has at least 5 years of experience (or its equivalent) in tertiary teaching and/ or research work or other scholarly pursuit, is willing to identify himself with he objects of the Society and to abide by the Constitution of the Society, may apply to become a Correspondence Member . The application form for such a purpose must be supported by the recommendations of two Full Members of the Society. Upon approval of his application by the Council and his payment of the prescribed membership fees as stipulated in 4.2, he shall become a Correspondence Member.
4.1.3 A distinguished person who has made significant contributions which are consonant with objects 3.1 and/ or 3.2 of the Society may, upon the recommendation of the Council and approval of the General Meeting, become an Honorary Member of the Society.
4.2 Membership fees
 
4.2.1 A full or Correspondence Member must, upon admission to membership, pay an entrance fee the amount of which shall be decided by the Council
4.2.2 A full or Correspondence Member must pay an annual subscription the amount of which shall be decided by the Council.
4.3 Membership rights and obligations
 
4.3.1 Every Member shall have the right to participate in the activities and to enjoy the facilities of the Society, but only Full Members have the right to elect and be elected into the Council.
4.3.2 Every Member must fulfill the obligations of (a) abiding by the Constitution of the Society and the resolutions passed by the General and Extraordinary General Meetings, and (b) paying the prescribed membership fees.
4.3.3 Any Member who wishes to withdraw his membership should inform the Council in writing.
4.3.4 No Member shall use the name of the Society in his own personal dealings, or attempt to bring the name of the Society into disrepute with malicious intent.
5.Organisation Structure
 

The supreme authority of the Society shall be vested in the General Meeting, during the recess of which the Council shall be the executive
body.
6.Council
 
6.1 The Council shall comprise the following members all of whom(except(viii)) shall be elected by the General Meeting:
  1. Chairman
  2. Vice Chairman (External)
  3. Vice Chairman (Internal)
  4. Secretary (External)
  5. Secretary (Internal)
  6. Treasurer 
  7. 4 additional Council members
  8. not more the 5 co-opted Council members
  9. the immediate past Chairman of Council, ex officio.
    In the event that the immediate past Chairman of Council is re-elected to any of the positions in (i) to (vii), the Council may co-opt an additional Council member to take the place of (viii) so as to maintain the Council membership at full capacity.
6.2  Only Full Members of the Society are eligible for election as members of the Council.
6.3 All members of the Council shall serve gratis. Their term of office shall be TWO years and they may be re-elected. Members of the Council shall not become the salaried staff of the Society, nor shall they receive from it any remuneration.
6.4 The Council shall assume office within two weeks after the General Meeting at which it is elected.
6.5 The functions and powers of the Council shall be :
  1. To implement the resolutions passed by the General and Extraordinary General Meeting.
  2. To fix the financial year of the Society, in consultation with the Auditor.
  3. To prepare the annual budget.
  4. To attend to the day-to-day affairs of the Society.
  5. To decide on the employment, discharge, and salary of any employee of the Society.
  6. To make recommendations to the General Meeting.
6.6 The Chairman shall represent the Society, direct the various members of the Council in their work, take overall charge of the work of the Society and preside over all Council and General meetings.
6.7 The Vice Chairman (Internal) shall assist the Chairman in his work of directing the internal administration of the Society and shall act for him when he is absent, on leave, or has vacated his office. The Vice Chairman (External) shall assist the Chairman in handling the external work of the Society.
6.8 The Secretary (External) shall assist the Chairman and Vice Chairman in Handling the external work of the Society and shall, together with the Secretary (Internal), be responsible for the administration of the Society. He shall present at the General Meeting an Annual Report, on behalf of the Council, of the main activities of the Society.
6.9 The Secretary (Internal) shall be responsible for
  1. The administration of the Society, in collaboration with the Secretary (External).
  2. Keeping the Society seals in safe custody.
  3. The keeping of an up-to-date Register of Members.
  4. Sending notices, preparing agenda (in consultation with the Chairman), and keeping minutes of Council meeting, the General Meeting and Extraordinary General Meeting.
6.10   The Treasurer
  1. Shall be responsible for all the funds of the Society and shall prepare an annual budget for the Council’s approval.
  2. Shall ensure that the funds of the Society are only used to meet the regular expenses of the Society and to undertake the affairs as stipulated in the ‘Objects’ of the Society (Article 3), and not used for any other purpose.
  3. Shall arrange to have all membership subscriptions and donations paid into the account of the Society opened in bank approved by the Council.
  4. Shall arrange a uniform system of book-keeping and shall keep full and accurate account in such a form as the Auditor of the Society shall require of prescribe.
  5. May hold an imprest account not exceeding HK$500.
  6. Shall sign all cheques of the Society which must be countersigned by the Chairman or the Vice Chairman.
  7. Shall prepare the annual statement of accounts and submit it to the Auditor for audit.
  8. Shall give an annual financial report at the General Meeting.
6.11 Meeting of the Council shall be held at such times and places as the Chairman may appoint and there shall be at least 4 meeting in each year. Upon the receipt of a written request signed by 4 or more members of the Council, the Chairman must call a meeting within 2 weeks to discuss the matters raised in the request.
6.12 The quorum of a Council meeting shall consist of four members ofCouncil. Resolutions shall be adopted by a simple majority of those 
Present in the meeting.
6.13 A member of Council may, by giving 1 month’s advanced notice in writing to the Chairman, resign from the Council.
6.14 Any vacancy arising in the Council shall be filled by a by-election at an Extraordinary General Meeting. The notice and nomination forms for such a meeting shall be sent in the same way as that stipulated in 7.1 for General Meeting.
7.General Meeting and Extraordinary General Meeting
 
7.1 The General Meeting shall be held annually in the month of December. Notice of the General Meeting shall be sent to all Members by post three weeks before the Meeting. Official nomination forms for any election to be held at the Meeting shall also be sent to all Full Members by post, together with the notice of the Meeting. The nominee for any position in the Council must give his consent for his nomination and be proposed and seconded by other Full Members on an official nomination form.
7.2 The quorum for the General Meeting is twenty Full Members or one quarter of the total number of Full and Correspondence Members in the official Register of Members, whichever is the less. If the quorum cannot be formed at the first convocation, the members shall again be notified in writing by post five days prior to the second convocation, at which any number of Members present shall constitute a quorum.
7.3 The business of the General Meeting shall include: 
  1. To receive the Annual Report of activities, to review the past work of the Society, and to discuss future policy.
  2. To receive the Financial Report and the audited account for the previous financial year.
  3. To elect members of the Council for the ensuing term of office.
  4. To appoint the Auditor for the ensuing year.
  5. To discuss other items on the agenda at the time of calling the Meeting.
7.4 Upon receiving the jointly signed written request of at least two-thirds of the Council members or fifteen Members of the Society, the Chairman shall cause an Extraordinary General Meeting discussions and resolutions shall be confined only to those points listed in the request. The quorum of the Meeting is the same as that for the General Meeting.
7.5 Resolution of the General Meeting or any Extraordinary General Meeting, except amendments of the Constitution or dissolution of the Society, can be adopted by a simple majority of those present.
8.Award and Penalties
 
8.1 The Council may, subject to the approval of the General Meeting, present letters of commendations to those who have offered meritorious services to the Society.
8.2 A Member who commits one of the following breaches may, subject to the Approval of the General Meeting, be warned by the Council or expelled from the Society :
  1. International infringement of the Constitution.
  2. Violation of the local criminal law, having been convicted.
  3. False use of the name of the Society in unlawful acts, thereby impairing its reputation.
  4. Arrears of payment of the membership fees for 6 months.
8.3 Fees already paid or donations made by Members who withdraw voluntarily or are expelled from the Society shall not be recoverable.
9.Debts and Liabilities
 

Any debts of the Society shall be borne by all the members of Council of 
the term in which the debts are incurred.
10.Dissolution of the Society
 
10.1 The Society shall not be dissolved, except with the consent of three quarters of all the Members present at the General Meeting or an Extraordinary General Meeting convened to discuss the matter.
10.2 Should the Society need to be dissolved, any remaining assets of the Society shall be donated to a charitable organisation approved by the Extraordinary General Meeting.
11.Amendments to the Constitution
 

Any amendment to this Constitution shall require the approval of at least two-thirds of the Members present at the General Meeting or an 
Extraordinary General Meeting and shall be subject to the approval of the Registrar of Societies before it can come into effect.

2 . 1986
Amended in 1/1997 AGM
Further amended in 1/2000 AGM

香 港 學 者 協 會
會 章 
(一) 本會定名為「香港學者協會」(THE SOCIETY OF HONG KONG SCHOLARS)， 以下簡稱本會。 
(二) 本會地址為香港中環皇后大道中138號威享大厦十三樓B室。
(三) 本會宗旨為 : 
  ( 1 ) 增強香港學者之間的溝通和合作，促進與世界各地學者的交流，提高香港的學術文化水準。 
( 2 ) 提倡關注香港及世界社會問題，發揮學術專長，   探討社會的發展及世界的潮流，促進世界各地的先進經驗在香港的介紹和推廣。 
( 3 ) 致力培育人才，與世界各地旨趣相同的學者及香港各界人士一起，共同為香港社會的繁榮進步和中華民族的富強昌盛而努力。
(四)  

( 1 ) 凡居於香港，曾從事五年或以上的專上教研或學術工作或具同等資歷的學者，旨趣與本會相同，願遵守本會會章者，均可加入本會為基本會員。凡欲申請入會者，須填妥入會申請書，經二位基本會員介紹及理事會通過，並繳交會費，方可成為會員。 
     ( 2 ) 凡居於香港以外地區，曾從事五年或以上的專上教研或學術工作或具同等資歷的學者，旨趣與本會相同，願遵守本會會章者，均可加入本會為通訊會員。凡欲申請入會者，須填妥入會申請書，經二位基本會員介紹及理事會通過，並繳交會費，方可成為會員。 
     ( 3 ) 對符合本會宗旨的事業有特殊貢獻的學者，經理事會提名及周年會員大會通過，可成為名譽會員。 
     ( 4 ) 基本會員及通訊會員加入本會時，須繳交入會費，數目由理事會決定。 
     ( 5 ) 基本會員及通訊會員每年須繳交年費，數目由理事會決定。 
     ( 6 ) 凡會員皆有權參加本會舉辦的活動，在會員大會上有權提議案及表決。只有基本會員有選舉權及被選舉權。 
( 7 ) 凡會員均須遵守本會會章及周年會員大會或特別會員大會通過的決議。 
     ( 8 )  會員不願繼續為本會會員時，須去函通知理事會。 
     ( 9 )  會員不得借用本會名義圖謀私利，不得蓄意損害本會的聲譽及權益。

(五)  周年會員大會為本會最高權力機構。在休會期間，由理事會執行本會會務。 
(六)  ( 1 ) 理事會由下列十一名理事組成 :
 
  1. 主席一名 
  2. 內務副主席一名 
  3. 外務副主席一名 
  4. 內務秘書一名 
  5. 外務秘書一名 
  6. 司庫一名 
  7. 其他理事四名 
  8. 不多於五名委任理事 
  9. 剛卸任的上屆主席（當然理事） 
  除( 1 )(VIII)外，理事會全體理事均由周年會員大會選出。若剛卸任的上屆主席獲選連任( 1 )( I )至( 1 )( VII )的任何職位，則理事會有權邀 請一位基本會員加入理事會，以保持理事的總數為十一名。
  ( 2 ) 只有基本會員才可擔任理事。
( 3 ) 全體理事均義務任職，不得成為本會受薪職員。理事任期兩年，連選可連任。
( 4 ) 同年會員大會選出的理事，須於兩星期內接任。
( 5 ) 理事會的職權包括 : 
 
  1. 執行周年會員大會或特別會員大會通過的決議。 
  2. 與核數師商定本會的財政年度。 
  3. 準備每年本會財政預算案。 
  4. 管理本會日常事務。 
  5. 聘用及解僱本會受薪職員及釐定其薪金。 
  6. 向周年會員大會提出議案。 
  ( 6 ) 主席代表本會，統籌會務，協同各理事執行本會工作，并主持理事會議及會員大會。 
( 7 )  I.   內務副主席協助主席執行會務，管理本會內部運作及行政工作， 於主席離港、休假、或離職期間代行主席的職務。 
    II.   外務副主席協肋主席處理本會的對外聯絡及一切涉外事務。
( 8 ) 外務秘書需負責 :
 
  1. 協助主席及副主席執行本會對外事宜。 
  2. 與內務秘書共同執行會務。 
  3. 於周年會員大會上發表周年會務報告。 
     ( 9 ) 內務秘書需負責 :
 
  1. 與外務秘書共同執行會務。 
  2. 保管本會印章 
  3. 制定及更新會員名單。 
  4. 送發會議通知書，安排會議程序，負責會議記錄在案。 
     (10 )司庫需負責 : 
 
  1. 管理本會財務，向理事會提交財政預算。 
  2. 保障會款不被濫用或盜用。 
  3. 安排本會所有收支及銀行帳戶。 
  4. 保存本會收支賬目，以便核數師查閱。 
  5. 持有不超過港幣五百元的預支權。 
  6. 簽發所有本會發出的支票，但須由主席或副主席其中一人連署。 
  7. 準備周年賬目，交由核數師審核。 
  8. 於周年會員大會上發表周年財政報告。
     ( 11 )理事會每年至少須舉行常會四次，由主席召開。如有四名或以上的理事具名以書面要求，主席須於兩星期內召開特別理事會議。特別理事會議只限討論該提出的事項。 
     ( 12 )理事會議以四名理事出席為法定人數。表決議案時要出席人數過半數通過方為有效。 
     ( 13 )理事如欲在任內辭職，須於一個月前書面通知主席。理事會如有空缺，須於特別會員大會補選，召開該特別會員大會的通知書及補選理事的提名書，按周年會員大會的程序及方式辦理。 
(七)  ( 1 ) 周年會員大會於每年十二月舉行，召開周年會員大會的通知書及選舉理事的提名書須於大會舉行前二十一天送交全體會員。有被選舉權的會員如本人同意被選任，應取得一名基本會員提名，及另一名基本會員附議。 
     ( 2 )  周年會員大會以二十位基本會員或全體基本會員四份一(以兩者之中之少數為準)出席為法定人數。如不足法定人數出席而宣告流會，理事會須召開第二次大會，并於舉行大會五天前通知全體會員，屆時不論基本會員出席人數多少，均作法定人數論。
    ( 3 )   周年會員大會包括下列事項 : 
 
  1. 外務秘書作周年報告，檢討過往的會務，討論來年的會務發展。 
  2. 司庫作財政報告，核算賬目。 
  3. 選舉下屆理事。 
  4. 委任下屆核數師。 
  5. 討論該次大會議程列舉的事項。 
    ( 4 )  如理事會三份二或以上，或至少十五位會員要求，理事會須於三星期內召開特別會員大會。特別會員大會只限討論議程內所載事項。 出席特別會員大會的法定人數與周年會員大會相同。 
      ( 5 )  周年會員大會或特別會員大會表決議案時，除修改會章及解散本會外，要出席人數過半數通過方為有效。 
(八) ( 1 )  理事會可按周年會員大會的決議對為本會作出貢獻的會員予以書面嘉獎。   
( 2 )  任何會員在下列情況之下，得按周年會員大會決議由理事會予以書面警告或革除會籍 : 
  1. 違背會章或會員大會通過的決議。
  2. 違反本地法紀而被定罪。
  3. 盜用本會名義進行不法勾當。
  4. 逾期半年不繳交會費。
( 3 )  凡會員離會，不論自行退會或被革除會籍，其前所繳各費或所捐款項概不退還。 
(九) 本會如負債務，一概由該屆負債理事負責清還。 
(十)  ( 1 ) 本會解散時，須召開會員大會表決，并要得出席人數四份三或以上通 過方為有效。 
    ( 2 ) 本會解散時，應把剩餘資產捐予由會員大會決議所指定之慈善團體。
(十一) 本會會章如需修改，須召開會員大會表決，并要得出席人數三份二或以上通過，并需社團註冊處批准方為有效。

(一九八六年二月稿)
(修訂於一九九七年一月 AGM)
(再修訂於二零零零年一月 AGM)

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