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To provide for the incorporation of the Board of Governors of the Portuguese Community Education and Welfare Foundation. (Amended 21 of 1982 s. 2) [15 April 1954] (Originally 16 of 1954) Cap 1071 s 1 Short title This Ordinance may be cited as the Portuguese Community Education and Welfare Foundation Incorporation Ordinance. (Amended 21 of 1982 s. 3) Cap 1071 s 2 Interpretation In this Ordinance, unless the context otherwise requires- "Board of Governors" (总理团) means the board from time to time appointed pursuant to section 5; "management committee" (管理委员会) means the committee for the time being appointed pursuant to section 10. Cap 1071 s 3 Incorporation Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 The Board of Governors for the time being shall be a body corporate under the name of the "Portuguese Community Education and Welfare Foundation Incorporated", hereinafter called the corporation, and in that name shall have perpetual succession and shall and may sue and be sued in all courts in Hong Kong and shall and may have and use a common seal, and may from time to time break, change, alter and make anew the said seal as the corporation may seem fit. (Amended 21 of 1982 s. 4; 55 of 2000 s. 3) Cap 1071 s 4 Purposes of the corporation The purposes of the corporation shall be to establish and maintain schools whereby children primarily of the Portuguese community and of other communities in Hong Kong are given a modern and liberal education (special attention being given to the teaching of the Portuguese language and literature) upon Christian principles, and subject to that purpose to- (a) assist in any way the Board of Governors in its absolute discretion may deem fit any person of whatever age of the Portuguese community selected by the Board of Governors to pursue studies in any educational institute situated in Hong Kong or elsewhere; (b) maintain and assist in such manner as the Board of Governors may from time to time and in its absolute discretion determine whether by grants of money or otherwise, any needy person of whatever age of the Portuguese community; (c) assist charitable institutions and organizations which in any manner assist any members of the Portuguese community; (d) generally, do all things necessary or expedient for the proper and effective carrying out of any of the foregoing purposes. (Replaced 21 of 1982 s. 5) Cap 1071 s 5 Board of Governors (1) The Board of Governors shall be made up of not more than 10 nor less than 5 members of the Portuguese community and shall at the commencement of the Portuguese Community Schools Incorporation (Amendment) Ordinance 1982 (21 of 1982) consist of the following members of the Portuguese community, namely- (a) Arnaldo de Oliveira Sales Chairman (b) Arthur Ernesto Gomes Hon. Secretary (c) Alberto Antonio Maria Rodrigues, Junior Hon. Treasurer (d) Alberto Maria Rodrigues Member (e) Rogerio Hyndman Lobo Member (f) Henrique Alberto de Barros Botelho. Member (Replaced 21 of 1982 s. 6)(2) The chairman of the Board of Governors shall be appointed by the Board of Governors annually on the first day of July. (3) Subject to subsection (1) the Board of Governors may on the resignation, death or other determination of the membership of any member of the Board of Governors or at any other time appoint a member of the Portuguese community to be a member of the Board of Governors, and, if at any time the membership of the Board of Governors should fall below 5, shall make such appointment as is necessary to bring the membership of the Board of Governors to 5. (Replaced 21 of 1982 s. 6) Cap 1071 s 6 Powers of corporation Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 (1) The corporation shall have power to acquire, accept leases of, purchase, take, hold and enjoy any lands, buildings, messuages or tenements of what nature or kind soever and wheresoever situate, and also to invest moneys upon mortgage of any lands, buildings, messuages or tenements or upon the mortgages, debentures, stocks, funds, shares or securities of any government, municipality, corporation, company or person, and also to purchase, acquire and possess other goods and chattels of what nature and kind soever. (2) The corporation shall further have power by deed under its seal to grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any lands, buildings, messuages, tenements, mortgages, debentures, stocks, funds, shares or securities, or other goods and chattels, which are for the time being vested in or belonging to the corporation, upon such terms as to the corporation may seem fit: Provided that in respect of lands, buildings, messuages, tenements and mortgages such powers shall not be exercised without the consent of the Chief Executive in Council first had and obtained in each particular case. (Amended 55 of 2000 s. 3) Cap 1071 s 7 (Repealed 21 of 1982 s. 7) Cap 1071 s 8 Duty to give notice of appointment to Registrar of Companies Whenever under section 5 (3) any person of the Portuguese community is appointed to succeed any member of the Board of Governors or to be an additional member of the Board of Governors, the person appointed shall within 3 months after his appointment give written notice to the Registrar of Companies of such fact. (Replaced 21 of 1982 s. 8) Cap 1071 s 9 Execution of documents All deeds, documents and other instruments requiring the seal of the corporation shall be sealed in the presence of 3 or more members of the Board of Governors and shall also be signed by 3 of such members so present and such signing shall be taken as sufficient evidence of the due sealing thereof. Cap 1071 s 10 Management committee (1) The management committee shall consist of 3 persons appointed by the Board of Governors annually on the first day of July. (Amended 21 of 1982 s. 9) (2) The chairman of the management committee shall be appointed by the Board of Governors annually on the first day of July. (3) On the resignation, death or other determination of the membership of any member of the management committee any vacancy so caused may, if the Board of Governors deems it necessary or expedient, be filled by such Board. Cap 1071 s 11 Quorum and majority decision (1) At any meeting- (a) of the Board of Governors 3 members thereof shall form a quorum; (b) of the management committee 2 members thereof shall form a quorum. (Amended 24 of 1969 s. 4)(2) Every question at any meeting of the Board of Governors or of the management committee shall be decided by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote. Cap 1071 s 12 Delegation of powers to management committee The Board of Governors may from time to time delegate to the management committee such powers as the Board may consider necessary or expedient for the better management of any school established or maintained by the corporation in order to vest in the management committee the effectual control and management of any such school subject to such directions as the Board of Governors may give from time to time. Cap 1071 s 13 Power of Board of Governors to make rules (1) The Board of Governors may make rules providing for- (a) the control and management of the schools or school premises established or maintained or owned or occupied by the corporation, and in regard to all matters incidental to the conduct of such schools or school premises; (b) the holding of meetings of the Board of Governors or of the management committee and the conduct of business thereat; (c) the keeping of accounts of moneys received and expended by the management committee; (d) all other matters which are necessary for the management and control of the Board of Governors or of the management committee.(2) No rules made by the Board of Governors under subsection (1) shall be binding unless such rules have been passed by a majority of members present and voting. Cap 1071 s 14 Saving Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them. (Amended 55 of 2000 s. 3)