To establish The English Schools Foundation, to provide for its incorporation, constitution, functions and matters connected therewith. [17 February 1967] (Originally 11 of 1967) Cap 1117 s 1 Short title This Ordinance may be cited as The English Schools Foundation Ordinance. Cap 1117 s 2 Interpretation (1) In this Ordinance, unless the context otherwise requires- "Chairman" (主席) means the Chairman of the Foundation; "Foundation" (协会) means The English Schools Foundation established and incorporated under section 3; "Principal" (校长) means the headmaster of a school; "regulations" (规例) means the regulations of the Foundation made under section 10 and filed with the Registrar of Companies in accordance with section 13; "school" (学校) means an institution or place which provides or where there is provided for 10 or more persons kindergarten, primary, secondary, post-secondary or further education or other educational course, and in the case of instruction given by means of correspondence delivered by hand or through the postal services, the institution or place where the instruction is prepared or where the work of the pupils is examined. (2) For the purpose of this Ordinance, "good cause" (好的因由), when used with reference to removal from office, membership or place, means inability to perform efficiently the duties of the office, neglect of duty, or such misconduct, whether in an official or a private capacity, as renders the holder unfit to continue in office. Cap 1117 s 3 Incorporation of the English Schools Foundation Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 There is hereby established in Hong Kong a Foundation with the name of "The English Schools Foundation". Subject to section 11, the Foundation shall consist of such members as may be provided by regulations made under section 10. The Foundation shall be a body corporate and shall have perpetual succession and may sue or be sued in that name and shall have and may use a common seal and may from time to time break, change, alter and make anew the said seal as the Foundation may deem fit. (Amended 55 of 2000 s. 3) Cap 1117 s 4 Powers of Foundation Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 (1) The Foundation shall have full power to take by gift or otherwise purchase and hold, grant, demise, mortgage or otherwise dispose of real or personal estate and in addition shall have all other powers conferred by under or by virtue of this Ordinance. (Amended 74 of 1974 s. 3) (2) Subject to the provisions of the Education Ordinance (Cap 279) the Foundation shall have full power to own, manage, administer and operate within Hong Kong schools offering, without regard to race or religion, a modern liberal education through the medium of the English language to boys and girls who are able to benefit from such an education. (Amended 55 of 2000 s. 3) Cap 1117 s 5 Dividends prohibited No dividend or bonus whatsoever shall be paid and no gift or division of money or any property whatsoever shall be made by or on behalf of the Foundation to any of its members or to any of the staff or students of the schools of the Foundation except by way of prize, reward or special grant. Cap 1117 s 6 Manager and Supervisor of the Schools (1) Subject to the approval of the Permanent Secretary for Education and Manpower, the Foundation shall, for the purposes of the Education Ordinance (Cap 279), be registered as the sole manager and supervisor of each of the schools of the Foundation. (Amended 3 of 2003 s. 41) (2) Acting on behalf of the Foundation, the Principal of a school of the Foundation shall conduct all correspondence relating to the administration, management and supervision of such school. Cap 1117 s 7 Foundation, Executive Committee, School Councils, their constitution, powers and duties (1) The Foundation shall establish an Executive Committee and School Councils. The respective constitutions, powers and duties of the Foundation, the Executive Committee and the School Councils shall be as prescribed by this Ordinance. (2) The Foundation shall, subject to the provisions of this Ordinance, be the supreme governing body over the Executive Committee, the School Councils, the schools and any committees established thereunder, and the Executive Committee, the School Councils, the schools and the other committees shall comply with any resolutions which may from time to time be made by the Foundation. (3) The Executive Committee shall be the executive body of the Foundation, shall provide for the custody and use of the common seal, and, subject to the provisions of the Education Ordinance (Cap 279) and of this Ordinance, it shall administer the property and manage the affairs of the Foundation. (4) Subject to the provisions of this Ordinance and to the financial control of the Executive Committee, each School Council shall have the regulation of all matters relating to education within its own school. (5) No act or resolution of the Foundation, the Executive Committee or the School Councils shall be invalid by reason only of any vacancy in, or any want of qualification by or invalidity in the election or appointment of any member of, any such body. Cap 1117 s 8 Committees generally (1) The Foundation, the Executive Committee and any School Council respectively may establish such committees as they think fit. (2) Unless otherwise expressly provided by the regulations, any committee may consist partly of persons who are not members of the Foundation, the Executive Committee or the School Council, as the case may be. (3) Subject to the provisions of this Ordinance, the Foundation, the Executive Committee and any School Council respectively may, with or without restrictions or conditions as they think fit, delegate any of their powers and duties to any committee. Cap 1117 s 9 Officers and staff, their appointment, powers, duties and emoluments (1) The officers of the Foundation shall be the Chairman, Vice-chairman, Secretary, Treasurer and such other persons as may be designated as officers by the regulations. (2) All officers shall be appointed by the Foundation in accordance with the regulations, and the Foundation shall not terminate any such appointment otherwise than for good cause after the consideration of the recommendation of the Executive Committee. (3) The Chairman shall be the chief officer of the Foundation, and shall preside at all meetings of the Foundation and of the Executive Committee. (4) In the absence of the Chairman, the Vice-chairman shall have all the powers and duties of the Chairman. (5) In the absence of the both the Chairman and the Vice-chairman from a meeting of the Foundation or of the Executive Committee the Secretary or the Treasurer shall preside until the members present shall have elected a chairman from amongst themselves to conduct the business of the meeting. (6) The Secretary shall be the principal academic and administrative officer of the Foundation. (7) In the absence of the Secretary the Foundation may appoint an Acting Secretary, who shall, while acting, have all the powers and duties of the Secretary. (8) Subject to the approval of the Permanent Secretary for Education and Manpower the Principal of each school shall be appointed and the period of such employment shall be determined by the Executive Committee acting on behalf of the Foundation upon the recommendation of the appropriate School Council. The Executive Committee shall not terminate any such appointment otherwise than for good cause after due consideration of the recommendation of the School Council. (Amended 3 of 2003 s. 41) (9) A Principal shall be responsible for the appointment of all other members of the staff of his school, such appointments being subject to confirmation by the Executive Committee acting on behalf of the Foundation upon the recommendation of the Principal and of the School Council. (10) An appeal shall lie to the Foundation from any decision of the Executive Committee to terminate the appointment of any member of the staff of a school. (11) The powers and duties of the officers of the Foundation, the Principals of each school and the staff of the schools, the period and conditions for and upon which they hold office, and their emoluments shall be such as are prescribed by this Ordinance or by the terms of the contract of service or employment. (12) Notwithstanding the provisions of subsections (2), (8) and (9) any officer or member of staff- (a) who is appointed after or continued in employment beyond the retiring age determined by the Executive Committee; or (b) whose employment is temporary, part-time or probationary,may be removed from office in accordance with the terms of his contract or on any other lawful grounds, without any reason for such removal being assigned. Cap 1117 s 10 Regulations (1) The Foundation may make regulations- (a) for the composition, internal management, operation, administration and control of the Foundation and the Schools of the Foundation and with regard to any matter ancillary thereto including the fixing of a quorum for meetings of the Foundation which shall, unless otherwise provided by the regulations be ten members present in person; (b) generally, for the carrying into effect of this Ordinance.(2) It shall not be necessary for any regulations made under this section to be published or laid on the table of the Legislative Council. Cap 1117 s 11 Members (1) The first members of the Foundation shall be- (a) (i) 2 persons nominated by the Members of the Legislative Council, other than Official Members, from among their own number; (Replaced 67 of 1987 s. 2) (ii) the Director of Education or his appointed representative; (iii) the Vice-Chancellor of the University of Hong Kong or his appointed representative; (iv) the Vice-Chancellor of the Chinese University of Hong Kong or his appointed representative; (v) the Bishop of Victoria, Hong Kong, or his appointed representative; (vi) the Roman Catholic Bishop of Hong Kong or his appointed representative; (vii) 1 person appointed by the Ministers of the Union Church, Hong Kong, the Kowloon Union Church, and the English Methodist Church jointly;(b) (i) 3 persons appointed by the members specified in paragraph (a) of this subsection to represent the interests of other professional groups; (ii) Such other persons or representatives of organizations, not exceeding 3 in number, as may be appointed by the members specified in paragraph (a) of this subsection to represent commercial interests.(2) The first members of the Foundation shall hold office until regulations are made under section 10 for the composition of the Foundation and shall then cease to hold office pursuant to this section. Cap 1117 s 12 Form of contract Remarks: Adaptation amendments retroactively made - see 55 of 2000 s. 3 (1) Contracts on behalf of the Foundation may be made as follows- (a) a contract which, if made between private persons, would be required by law to be in writing, shall be in writing and, if required by law to be under seal, shall be made under the common seal of the Foundation; (Amended 55 of 2000 s. 3) (b) a contract which, if made between private persons, would be required by law to be in writing, and signed by the parties to be charged therewith, shall be made on behalf of the Foundation in writing signed by any person acting under the express or implied authority of the Executive Committee; (c) a contract which, if made between private persons would be valid by law although made by parole only and not reduced into writing, may be made by parole on behalf of the Foundation by any person acting under the express or implied authority of the Executive Committee.(2) A contract made according to this section shall be effectual in law and shall bind the Foundation and all other parties thereto. (3) A contract made according to this section may be varied or discharged in the same manner in which it is authorized by this section to be made. (4) Instruments under seal made on behalf of the Foundation, sealed with the common seal of the Foundation, signed by the Chairman, or the Vice-chairman, or the Treasurer, and countersigned by the Secretary, shall be deemed to be duly executed. Cap 1117 s 13 Registration with Registrar of Companies (1) The Foundation shall deliver to the Registrar of Companies for filing the following- (a) notice of the address of the principal office of the Foundation and any change thereof; (b) a copy of all regulations made by the Foundation, certified as correct by the Chairman and Secretary; and (c) a list of the names and addresses of the office bearers and members of the Executive Committee and any change therein, certified as correct by the Chairman and Secretary.(2) Delivery in accordance with subsection (1) shall be made within 28 days of the commencement of this Ordinance or within 28 days of the making of the regulations or of any change or appointment, as the case may be. (3) The Foundation shall pay such fees for filing any document with any public registry as may be prescribed under section 304 of the Companies Ordinance (Cap 32) for filing a document with the Registrar of Companies. (4) Filing of the documents mentioned in subsection (1) shall be conclusive evidence of the facts contained in such documents. (5) Any person may inspect any of the documents filed under this section upon payment of such fee as may be prescribed under section 304(1A) of the Companies Ordinance (Cap 32) for the inspection of a document. Cap 1117 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)
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