The Constitution
of
The Hong Kong Society for Diabetic Limb Care

CONSTITUTION

OBJECTS

MEMBERSHIP

Members of the Society shall consist of Full Members and Associate Members

• Full Members:
  Shall be medical or allied health professionals as defined by Hospital authority and graduated from educational institutions in Hong Kong or the recognized educational institutions overseas, having paid the annual member fee to the Society

• Associate members:
  Shall be medical, allied health professionals or individuals who subscribe to the objects of the Society.

All members shall have the right to participate in any activity organized by the Society. Only Full Members shall have voting rights at General Meetings and may be elected to the Council.

All members shall pay the membership fee, the amount of which shall be determined by the Annual General Meeting. The annual subscription shall be paid on registration and thereafter on 1st April each year.

Every application for membership shall be made in the prescribed form and submitted to the Council, which has the absolute power to decide whether or not to accept the application without having to give any explanation for its decision.

Members who commit one of the following breaches, may be warned or expelled from the Society by the Council:

• Criminal conviction.
• Infringement of the Constitution and resolutions passed by the General Meeting.
• False presentation of the Society, particularly in unlawful acts, thereby impairing its reputation.
• Arrears of payment of membership fee and/or moneys payable to the Society for one year.

Patron:
The Council may invite such persons at it thinks proper to become patrons. Such persons shall for the term of appointment enjoy the rights of the full membership except that they have no voting rights and no executive powers on functions.

ORGANISATION, FUNCTIONS AND POWERS

ORGANIZARTION

The supreme authority of the Society shall be vested in the General Meeting during the recess of which the Council shall be the management of the affairs of the Society.

The Council shall comprise the following officers:

• President:
• President-Elect
• Vice-Presidents
• Honorary Secretary
• The Honorary Treasurer
• The Public Relations Officer
• Council Members: shall be not less than eight in number.

Duties of the President
The President shall

• normally preside at all business meetings
• be responsible for the proper conduct of business at their meetings.
• have a casting vote.
• all sign the minutes of each meeting after they are approved.
• with the assistance of the Vice-Presidents, Secretary and Treasurer, superintends the general administration of the affairs of the society.

Duties of the President-Elect
The Elect-President shall

• be the President of the next Council automatically without further election. If the President ceases to hold office during his/her term, the President-Elect shall become the President.

Duties of the Vice-Presidents
The Vice-Presidents shall

• assist the President in matters of the society.
• deputize for the President in case of the President being absent or for any reason cannot duly discharge his duties at the President.

Duties of Honorary Secretary
The Honorary Secretary shall

• responsible for correspondences and circulation to members.
• keep a register of all members and take the minutes at business meetings.
• prepare the annual report of the Society for submission to the Annual General Meeting and any other report necessary for the extraordinary general meeting.
• In conjunction with the President and the Honorary Treasurer, sign cheques on behalf of the Society.

Duties of Honorary Treasurer
The Honorary Treasurer shall

• Responsible for the funds and accounts of the Society.
• In conjunction with the Honorary Secretary and President, sign cheques on behalf of the Society.

Duties of Public Relations Officer
The Public Relations Officer shall

• Promote of the Society’s image

• Handle all public relations matter and internal liaison work as directed by the Council.
• Manage of enquiries and voluntary services

The Council may, as it thinks fit, appoint additional Council Members to the Council.

The tenure of each elective officer shall be two calendar years, beginning on the first day of the calendar year after the election.

All members of the Council shall retire after two calendar years and may stand for re-election of the same post for not more than two consecutive terms of office.

A member of the Council shall vacate office if he/she ceases to be a member of the Society for any reason or if he/she resigns in writing to the Council.

FUNCTIONS AND POWERS

Functions and powers of the Council:

• To implement the resolutions passed by General Meetings.
• To attend to the daily affairs of the Society.
• To hold not less than three Council meetings each year. A quorum of the Council meeting shall be at least five. In the absence of both the President and Vice-President, a person elected by the meeting shall preside. The Chairman of a Council meeting shall have one casting vote when a majority cannot be reached for a voting session.
• To make suggestions and/or recommendations to General Meetings.
• To recommend to the Annual General Meeting for the appointment of the Honorary legal Advisor and Honorary Auditor.
• To refill causal vacancies occurring among members of the Council until the next Annual General meeting.
• To delegate specific powers to subcommittees of the Council. All subcommittees shall be chaired by a Full member of the Society.
• To manage and control all money of the Society. All cheques shall be signed by the Honorary Treasurer, and either the President or the Honorary Secretary.

SUBCOMMITTEE

The Council may, from time to time, appoint such Committees as it considers necessary for securing the efficient discharge of its functions, and may delegate in writing to any such Subcommittee an of its powers and duties provided that no delegation made hereunder shall preclude the Council from exercising or performing or resuming at any tine any of powers and duties so delegated. A Subcommittee may be dissolved by the Council at any time. A subcommittee so appointed cannot be affiliated to any outside organization.

Each Subcommittee shall be constituted and shall exercise such powers and authorities as the Council shall from time to time appoint, provided always that each Subcommittee share have a Chairman who is a member of the Council. No person shall be appointed a member of the Subcommittee unless he is a member of the Society and a member of the Subcommittee, shall vacate office if he ceases to be a member of the Society.

Any casual vacancy occurring in the office of Chairman of a Subcommittee shall be gilled by appointment by the Council of one of its members but the person so appointed shall be subjected to the same conditions as to tenure of office as his predecessor.

The Chairman of a Subcommittee shall take the Chair at meeting thereof and the quorum for meetings of a Subcommittee unless otherwise fixed by its shall be two. The meeting and proceeding of each Subcommittee shall be governed by the provisions of these presents relating to meetings and proceedings of the Council so far as the same may be capable of being made applicable thereto.

GENERAL MEETING

The Society shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall lapse between consecutive Annual General Meeting, at which the business shall include consideration of the audited accounts and balance sheets, the report of the Council, the election of Members of Members of the Council, and the appointment of the Honorary Patrons, Honorary Advisor and the Honorary Auditor.

All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. All business shall be deemed special that is transacted at an Extraordinary General Meeting.

The Council may, whenever it thinks fit, convene an Extraordinary General Meeting and the Council shall send a notice to members at least 14 days before the meeting. Extraordinary General Meetings shall also be convened on the written requisition of not less than one tenth of registered full members and the Council shall be required to organize such a general meeting within 28 days of receiving the requisition.

An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least 21 days’ written notice, which shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given to members.

The accidental omission of give notice to meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

No business shall be transacted at any General Meeting unless a quorum of voting members is present throughout and such quorum shall consist of not less than 8 voting members.

If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of voting members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Council may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be quorum.

If the President is not present within fifteen minutes after the time appointed for the meeting, prioritize the Vice-President shall deputizes for the President to be the Chairman of the meeting, Council Members present shall elect a voting member to be the Chairman of the meeting.

A resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the Chairman. In case of a poll being demanded it shall be taken in such manner as the Chairman may direct.

In the case of an equality of votes, whether on a show of hands or on poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

VOTES ANE ELECTION

Every Full Member shall have one vote only if he/she has paid all money payable by him/her to the Society in the capacity as members. No other class of members shall have the right to vote.

A majority of those members present at the meeting shall be sufficient for the passing of any resolution submitted to a General Meeting; save that in the case of resolution seeking to amend the Constitution or dissolve the Society, a three-fourth majority shall be required.

On a poll votes shall be given personally.

At least one month before the tenure of every term, the Council shall invite nominations, duly proposed and seconded by voting members, shall reach the Honorary Secretary not less than seven days before the Meeting for election of office.

In the event of a tie in votes for certain post, a second election will be conducted immediately for the candidates receiving the highest number of votes. It there is a tie in votes again, the decision shall be made by drawing lots.

AMENDMENTS TO THE CONSTITUTION

Any amendment to this Constitution may made by a resolution of the Society, but for the resolution to be carried it shall be required that at least two thirds of the votes cast shall be in favour of . Members of the Society shall be required to put the issue to a ballot. For the resolution to be carried it shall be required that two thirds of the votes cast are in favour of the motion, but if the votes cast in favour are less than one third of the total number of votes cast. Members of the Society the resolution shall be deemed to have failed.

DISSOLUTION

The Society may be dissolved and wound up by a resolution of the Society, but for the resolution to be carried it shall be required that at least three fourths of the votes cast shall be in favour of dissolution. Upon the winding up of the society any assets remaining, after payment of the debts and liabilities of the society shall be distributed to charitable organizations and/or educational institutions by a resolution.

TRANSITIONAL PROVISIONS

Provisions elsewhere in this Constitution notwithstanding, the Officers at the commencement of the Society shall consist of the persons listed below who shall hold office until the end of the second year unless and until they resign or removed from office as provided for elsewhere in this Constitution. At the commencement of the Society the subscription paid shall cover the remainder of 2008 during the transition period, ending 31^st March 2009.

1^st Version