(Cap 364 section 6) [13 March 1981] (L.N. 66 of 1981) Cap 364A bylaw 1 Citation These by-laws may be cited as The Hong Kong Association of Banks By-laws. Cap 364A bylaw 2 Nomination of elected members of the Committee PART I THE COMMITTEE (1) Notice of an annual general meeting at which an election of elected members of the Committee is to take place (hereinafter in this Part called an "electoral general meeting") shall be sent by the Secretary to all members not less than 30 days prior to the date of the meeting and shall be accompanied by blank nomination forms. (2) A member who is a candidate for election to the Committee under section 8(1)(b)(i) of the Ordinance shall be nominated by 5 other members whose place of incorporation is Hong Kong. (27 of 1986 s. 137; 43 of 1990 s. 16) (3) A member who is a candidate for election to the Committee under section 8(1)(b)(ii) of the Ordinance shall be nominated by 5 other members whose place of incorporation is outside Hong Kong. (4) The nominations referred to in paragraphs (2) and (3) shall be- (a) in writing; (b) signed on behalf of the 5 nominating members; and (c) accompanied by a notice in writing signed on behalf of the candidate indicating willingness to serve on the Committee, if elected.(5) The nomination papers and notices referred to in paragraph (4) shall be lodged with the Secretary not less than 18 days prior to the electoral general meeting. (6) A candidate may, by notice in writing addressed to the Secretary, withdraw at any time before the election is held. (7) The Secretary shall, not less than 14 days prior to an electoral general meeting, send to each member a notice containing the names of the candidates nominated for election to the Committee under section 8(1)(b)(i) and 8(1)(b)(ii) of the Ordinance respectively and a list of the members eligible to vote in each category. Cap 364A bylaw 3 Term of office of elected members (1) The first annual general meeting of the Association shall be an electoral general meeting and thereafter every third subsequent annual general meeting shall be an electoral general meeting. (2) All elected members shall retire at the conclusion of the next electoral general meeting after the meeting at which they were elected but shall be eligible for re-election. Cap 364A bylaw 4 Procedure for election (1) If the number of members nominated under by-law 2 for election to the Committee at an electoral general meeting- (a) does not exceed the number of members to be elected from either category, then the candidates nominated from that category shall be deemed to have been duly elected with effect from the conclusion of that meeting; (b) exceeds the number of the members to be elected in either category, the election shall be determined by ballot of the members in the relevant category present at that meeting, and the member or members receiving the largest number of votes shall be elected; and in the event of equality in votes the selection of membership of the Committee shall be determined by the drawing of lots between the candidates whose votes are equal; (c) is less than the number of members to be elected in either category, a fresh election shall be held to fill any vacancy remaining unfilled at the conclusion of that meeting, which fresh election shall proceed as if it were an election held under by-law 5.(2) If a ballot is required under paragraph (1)(b), ballot papers shall be distributed to members present at the meeting in the respective categories provided under section 8(1)(b)(i) or 8(1)(b)(ii) of the Ordinance as the case may be, and such ballot papers shall list the names of the candidates in the category in alphabetical order and indicate the number of members to be elected in that category. (3) Upon a ballot under paragraph (1)(b) the members in each category present and voting at the meeting shall mark the names of the candidates nominated for whom they vote as elected members, and no member shall, when so voting, mark more or fewer names than there are members to be elected; and if any member shall do so its vote shall be disqualified. (4) Ballots in each category shall be counted separately, and scrutineers shall be appointed by the Chairman of the electoral general meeting to prepare as soon as practicable the result of the ballot showing the votes cast for each candidate; and the scrutineers shall give the result to the Chairman of that meeting who shall announce the names of the successful candidates without revealing the votes cast for each candidate. Cap 364A bylaw 5 Filling of casual vacancies on the Committee (1) If a casual vacancy occurs among the elected members of the Committee, that vacancy shall be filled by election in accordance with this by-law. (2) Upon the vacancy occurring, the Committee shall call a general meeting for the purpose of an election to fill that vacancy. (3) Notice of the general meeting called under paragraph (2) shall be sent by the Secretary to all members from the category under section 8(1)(b) of the Ordinance in respect of which the vacancy has occurred not less than 30 days prior to the date of the meeting and the notice shall- (a) notify members of the vacancy; (b) specify the day, time and place for the holding of the meeting; (c) call for nominations in respect of that vacancy; and (d) be accompanied by blank nomination forms.(4) By-laws 2 and 4 shall apply to an election held under this by-law with such modifications as are necessary to make them applicable to the circumstances. (5) A member elected in an election held under this by-law shall hold office until the conclusion of the next electoral general meeting. Cap 364A bylaw 6 Vacation of office An elected member shall be deemed to have vacated its office as a member of the Committee if- (a) it resigns office, by notice in writing to the Secretary; (b) it is absent without permission of the Chairman of the Committee from 3 consecutive meetings of the Committee of which it has had due notice, and the Committee resolves that its office be vacated; or (c) it ceases to belong to the category of members to which it belonged when elected as a member of the Committee. Cap 364A bylaw 7 Quorum for Committee meetings (1) Subject to paragraph (2), 8 members of the Committee, 2 of whom shall be continuing members, shall form a quorum at a meeting of the Committee. (2) If the business to be transacted at a Committee meeting includes consideration of the recommendations made by a Disciplinary Committee under section 21(1) of the Ordinance, 10 members, 2 of whom shall be continuing members, shall form a quorum at that meeting. Cap 364A bylaw 8 Notice of Committee meetings (1) The Secretary shall give to each member of the Committee not less than 2 days notice of Committee meetings, but a meeting may be called at shorter notice at the request of the Chairman or Vice-Chairman. (2) A notice under paragraph (1) shall specify the time and place for the holding of the meeting and the business to be transacted. Cap 364A bylaw 9 Resolutions A resolution approved in writing by all members of the Committee shall be as valid and effectual as if passed at a meeting of the Committee. Cap 364A bylaw 10 Chairman of Committee meetings (1) The Chairman, or in his absence the Vice-Chairman, shall be chairman at a meeting of the Committee. (2) If, 15 minutes after the time appointed for any meeting of the Committee, neither the Chairman nor the Vice-Chairman is present, the members of the Committee may elect one of their number to be chairman of the meeting. Cap 364A bylaw 11 Voting at meetings of the Committee (1) Subject to section 21(1) of the Ordinance, a question arising at a meeting of the Committee shall be decided by a majority vote of the members present and voting. (2) At a meeting of the Committee each member present shall have one vote, and in the event of an equality of votes the Chairman of the meeting shall have a second or casting vote. Cap 364A bylaw 12 Adjournments of meetings of the Committee (1) A meeting of the Committee may be adjourned from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting which was adjourned. (2) It shall not be necessary to give notice of an adjourned meeting unless the meeting which was adjourned has so directed. Cap 364A bylaw 13 Minutes of meetings Minutes of meetings of the Committee and all sub-committees thereof shall be entered in the records kept by the Secretary for that purpose, and any such minutes, if purporting to be signed by the Chairman of the meeting at which the proceedings were held, or by the Chairman of the next succeeding meeting, shall be evidence of the proceedings. Cap 364A bylaw 14 Custody of the Common Seal (1) The Committee shall provide for the safe custody of the Common Seal of the Association. (2) Subject to section 3(3) of the Ordinance, the Common Seal of the Association shall not be used or affixed to any instrument except on the authority of a resolution of the Committee or of a sealing sub-committee appointed by the Committee for that purpose. Cap 364A bylaw 15 Term of office of elected members of Consultative Council PART II THE CONSULTATIVE COUNCIL All elected members of the Consultative Council shall be elected at the Association's annual general meeting and shall retire at the conclusion of the next annual general meeting after the meeting at which they were elected but, subject to section 9(1)(b) and (4) of the Ordinance, shall be eligible for re-election. Cap 364A bylaw 16 Record of members eligible to be elected members of Consultative Council (1) Every member eligible to be an elected member of the Consultative Council shall give to the Secretary a written notice specifying- (a) its place of incorporation, or, in the case of an unincorporated member, its principal place of business; and (43 of 1990 s. 16; 30 of 1991 s. 9) (b) its appropriate region, as set out in Schedule 1 to the Ordinance. (30 of 1991 s. 9)(2) The Secretary shall maintain a record of all notices under paragraph (1) and shall produce the record at every annual general meeting. (3) Where Schedule 1 is amended pursuant to section 9(3) of the Ordinance or where there is a change in a member's place of incorporation or principal place of business, any member affected by such amendment or to which the change relates shall forthwith give the Secretary a new notice under paragraph (1). (43 of 1990 s. 16; 30 of 1991 s. 9) (4) A notice under paragraph (1) shall be given to the Secretary- (a) in the case of existing members, within 2 weeks of the commencement of these by-laws; and (b) in the case of new members, within 2 weeks of becoming a member. Cap 364A bylaw 17 Nomination of elected members of the Consultative Council (1) Notice of an annual general meeting at which an election of members of the Consultative Council is to take place shall be sent by the Secretary to all members not less than 30 days prior to the date of the meeting and shall be accompanied by blank nomination forms. (2) A member who is a candidate for election to the Consultative Council shall be proposed by one member from the same region as set out in Schedule 1 to the Ordinance as the candidate and seconded by another member from such region. (30 of 1991 s. 9) (3) A candidate may act as its own proposer or seconder. (4) The nomination referred to in paragraph (2) shall be- (a) in writing; (b) signed on behalf of the proposer and seconder; and (c) accompanied by a notice in writing signed on behalf of the candidate indicating willingness to serve on the Consultative Council, if elected.(5) The nomination paper and notice referred to in paragraph (4) shall be lodged with the Secretary not less than 18 days prior to the annual general meeting. (6) A candidate may, by notice in writing addressed to the Secretary, withdraw at any time before the annual general meeting. (7) The Secretary shall, not less than 14 days prior to the annual general meeting, send to each member a notice containing the names of the candidates nominated for election to the Consultative Council in respect of each region set out in Schedule 1 to the Ordinance and a list of the members eligible to vote in respect of each such region; and the notice shall indicate the number of members to be elected in respect of each such region. (30 of 1991 s. 9) Cap 364A bylaw 18 Procedure for election to Consultative Council (1) If the number of members nominated under by-law 17 for election to the Consultative Council in respect of any region set out in Schedule 1 to the Ordinance- (30 of 1991 s. 9) (a) does not exceed the number of members to be elected in respect of that region, then the candidates nominated for that region shall be deemed to have been duly elected with effect from the conclusion of the general meeting; (b) exceeds the number of members to be elected in respect of that region, the election shall be determined by ballot of the members from that region present at the general meeting and the member or members receiving the largest number of votes shall be elected; and in the event of equality of votes the selection of the membership of the Consultative Council shall be determined by the drawing of lots between the candidates whose votes are equal; (c) is less than the number of members to be elected in respect of each such region, a fresh election shall be held to fill any vacancy remaining unfilled at the conclusion of that meeting, which fresh election shall proceed as if it were an election held under by-law 19.(2) If a ballot is required under paragraph (1)(b), ballot papers shall be distributed to members present at the general meeting from the region and such ballot papers shall list the candidates in alphabetical order and indicate the number of members to be elected in respect of that region. (3) Upon a ballot under paragraph (1)(b) the members from such region present and voting at the meeting shall mark the names of the candidates nominated for whom they vote as elected members of the Consultative Council and no member shall, when so voting, mark more or fewer names than there are members to be elected; and if any member shall do so its vote shall be disqualified. (4) Ballots in respect of a region shall be counted separately and scrutineers shall be appointed by the Chairman of the general meeting to prepare as soon as practicable the result of the ballot showing the votes cast for each candidate, and the scrutineers shall give the result to the Chairman who shall announce the names of the successful candidates without revealing the votes cast for each candidate. Cap 364A bylaw 19 Filling of casual vacancies on the Consultative Council (1) If a casual vacancy occurs among the elected members of the Consultative Council, that vacancy shall be filled by election in accordance with this by-law. (2) Upon the vacancy occurring, the Committee shall call a general meeting for the purpose of an election to fill that vacancy. (3) Notice of the general meeting called under paragraph (2) shall be sent by the Secretary to all members from the region in respect of which the vacancy has occurred not less than 30 days prior to the date of the meeting and the notice shall- (a) notify members of the vacancy; (b) specify the day, time and place for the holding of the meeting; (c) call for nominations in respect of that vacancy; and (d) be accompanied by blank nomination forms.(4) By-laws 17 and 18 shall apply to an election held under this by-law with such modifications as are necessary to make them applicable to the circumstances. (5) A member elected in an election held under this by-law shall hold office until the conclusion of the next annual general meeting. Cap 364A bylaw 20 Vacation of office An elected member of the Consultative Council shall be deemed to have vacated its office if- (a) it resigns office, by notice in writing to the Secretary; (b) it is absent without permission of the Chairman of the Consultative Council from 3 consecutive meetings of that Council of which it has had due notice and the Council resolves that its office be vacated; or (c) it ceases to be incorporated or to have its principal place of business in the region in respect of which it was elected. Cap 364A bylaw 21 Annual general meetings PART III MEETINGS OF THE ASSOCIATION (1) The first annual general meeting of the Association shall be held as soon as practicable after the commencement of these by-laws. (2) An annual general meeting of the Association shall be held not less than once in every calendar year and not more than 15 months after the previous annual general meeting and on such date as the Committee shall determine. (3) The following business shall be transacted at an annual general meeting- (a) to approve a report of the Committee on the affairs of the Association and to approve the accounts of the Association and the report of the auditor; (b) to elect, in accordance with these by-laws, members of the Committee and the Consultative Council; and (c) to discuss any other business.(4) Notice of an annual general meeting shall be sent by the Secretary to each member not less than 14 days prior to the date of the meeting and shall specify the day, time and place for the holding of the meeting and the business to be transacted and shall be accompanied by the report of the Committee, the accounts of the Association and the report of the auditor. (5) A member shall, if it wishes to propose a resolution as any other business at an annual general meeting, give to the Secretary not less than 7 days before the annual general meeting written notice of such resolution and shall in the notice give the name of another member willing to second the resolution. (6) The Secretary shall, not less than 3 days before the annual general meeting, send to each member a copy of a resolution under paragraph (5). Cap 364A bylaw 22 Extraordinary general meetings (1) The Committee may, whenever it thinks fit, call an extraordinary general meeting. (2) The Committee shall call an extraordinary general meeting upon receipt of a request in writing signed by not less than- (a) 75% of members eligible for election to the Committee under section 8(1)(b)(i) of the Ordinance; or (b) 75% of members eligible for election to the Committee under section 8(1)(b)(ii) of the Ordinance; or (c) 75% of the members of the Association.(3) Notice of an extraordinary general meeting shall be sent by the Secretary to each member- (a) where the meeting is called under paragraph (1), not less than 14 days prior to the date of the meeting; (b) where the meeting is called under paragraph (2), within 21 days of the receipt of the request and not less than 14 days prior to the date of the meeting.(4) The notice of an extraordinary general meeting shall specify the day, time and place for the holding of the meeting and the business to be transacted. (5) At an extraordinary general meeting, no business other than that specified in the notice shall be transacted. Cap 364A bylaw 23 Quorum for general meetings (1) Subject to paragraph (2), the quorum for a general meeting shall be 30 members. (2) The quorum for a general meeting called under by-law 5(2) or 19(2) shall be 15 members. (3) If within 30 minutes from the time appointed for the meeting a quorum is not present the meeting, if convened at the request of members under by-law 22(2), shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time or if such day shall be a public holiday to the next succeeding business day, and if at such adjourned meeting a quorum is not present the business may be proceeded with by the members as may then be present. (4) Where a general meeting is adjourned under paragraph (3), the Secretary shall give notice of the place of the adjourned meeting to all members not less than 24 hours before the time for the meeting. Cap 364A bylaw 24 Accidental omission to give notice etc. Accidental omission to give notice of a general meeting or to supply a ballot paper to any member shall not invalidate the proceedings or any resolution passed at such meeting. Cap 364A bylaw 25 Chairman of general meetings The Chairman of the Committee or in his absence the Vice-Chairman shall be entitled to take the chair at every general meeting, and if within 10 minutes after the time appointed for the meeting neither of them shall be present, or if they shall have previously notified the Secretary of their intention not to be present, the members of the Committee present at the meeting shall determine which of them shall be chairman of the meeting. Cap 364A bylaw 26 Procedure at general meetings (1) Save as regards the election of elected members of the Committee, and the election of elected members of the Consultative Council, a resolution or amendment thereto proposed and seconded at a general meeting shall be put to the meeting by the Chairman of the meeting and (subject to paragraph (3)) be decided by a show of hands. (2) Each member shall have one vote on a question coming before a general meeting and in the event of equality of votes the Chairman of the meeting shall have a second or casting vote. (3) A poll shall be taken on a resolution or amendment thereto proposed and seconded at a general meeting if requested- (a) by not less than 30 members immediately after the declaration by the Chairman of the meeting of the result of a show of hands under paragraph (1); or (b) by the Chairman of the meeting.(4) Unless a poll is held under paragraph (3) a declaration by the Chairman of the meeting that a resolution or amendment thereto has on a show of hands been carried, or lost, shall be conclusive evidence thereof, without proof of the numbers for or against the resolution. (5) If a poll is held under paragraph (3) it shall be held in such manner as the Chairman of the meeting shall direct and the Chairman of the meeting shall appoint one or more scrutineers to sign a report on the result of the poll, which shall be declared by the Chairman of the meeting. (6) No poll shall be held on a resolution for adjournment of the meeting. (7) The Chairman of the meeting may with the consent of the meeting adjourn any meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting which was adjourned, and no fresh notice shall be required unless the meeting otherwise directs. (8) Minutes of all proceedings at a general meeting shall be entered in records kept by the Secretary for that purpose, and any such minutes, if purporting to be signed by the Chairman of the meeting at which the proceedings were held, or by the Chairman of the next succeeding meeting, shall be evidence of the proceedings. Cap 364A bylaw 27 Designation PART IV REPRESENTATION OF MEMBERS (1) A designation in writing of a representative made by a member pursuant to section 10 of the Ordinance shall- (a) be addressed to the Chairman of the Association at its head office in Hong Kong; (b) be signed by a senior executive of the member; and (c) bear the specimen signature of the representative.(2) A designation made pursuant to paragraph (1) may be cancelled, or replaced by a fresh designation, by a document addressed to the Chairman of the Association at its head office in Hong Kong and signed by a senior executive of the member. (3) The Committee shall be entitled to presume that the person signing a document under paragraph (1) or (2) above on behalf of a member has the requisite authority from the member to do so. Cap 364A bylaw 28 Register of designations The Committee shall cause the Secretary to maintain, and keep up to date, a register of designations made by members. Cap 364A bylaw 29 Closure of register before a general meeting (1) The register of designations shall close 48 hours before a general meeting is held, and shall re-open at the conclusion of such meeting. (2) The Secretary shall bring to every general meeting of the Association the register of designations and before the start of every such meeting the Secretary shall use his best endeavours to ensure that persons present to represent members are in accordance with the register of designations. (3) Accidental irregularity in the representation of a member at a general meeting or at a meeting of the Committee shall not invalidate the proceedings or any resolution passed thereat. Cap 364A bylaw 30 Entrance fees and subscriptions PART V SUBSCRIPTIONS AND ACCOUNTS (1) The Committee shall fix the entrance fee and annual subscription payable by each member, and may also determine the amount and date of payment of any special subscriptions that may be required from members to meet costs, expenses or liabilities incurred or entered into by the Association in pursuance of any object of the Association or in connection with any matter or thing reasonably incidental thereto. (2) If any member fails to pay any fee or subscription under paragraph (1) within 1 month of a formal demand from the Committee for the payment thereof, the Committee may, for so long as the member continues not to pay such fee or subscription- (a) if the member is a member of the Committee or the Council, suspend or revoke such membership; (b) deprive the member of the right to be a candidate for an election to the Committee or the Council; (c) deprive the member of the right to vote in any such election or to sign a nomination for any such election or to propose or second any other member for election.(3) The Committee may exercise all or any of the power conferred on it under paragraph (2) in relation to a member. (4) Where a member fails to pay in the circumstances described in paragraph (2), the Committee shall so inform the Financial Secretary and shall also inform him of the exercise or proposed exercise of any power under paragraph (2). Cap 364A bylaw 31 Accounts and audit (1) The Committee shall maintain proper accounts of all transactions of the Association and shall prepare for every financial year (as determined by the Committee) a statement of the accounts of the Association, containing an income and expenditure account and a balance sheet, both of which shall be signed by one continuing member and one elected member of the Committee. (2) The Committee shall appoint an auditor who shall be entitled to have access to all books of account, vouchers and other financial records of the Association and to require such information and explanations thereon as he thinks fit, and such auditor shall audit the statements drawn up under paragraph (1) as soon as possible and shall make a report thereon to the Committee. (3) A copy of the signed statement of accounts together with the audit report thereon shall be transmitted to members with the notice convening the annual general meeting. (4) The Committee may appoint a Treasurer to control the funds of the Association either on an honorary or salaried basis upon such terms and for such period as the Committee shall think fit and may delegate to any such Treasurer such duties as may be considered appropriate by the Committee.
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