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About Clear The Air - Constitution

Amended and Restated Constitution

Adopted on 10th December, 2003

Name.
The name of the society is CLEAR THE AIR (the Society).
Administration.
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution (the Executive Committee).
Objects.
The Society's objects (the objects) are:
1. to form an association among members of the public having a common interest in protecing Hong Kong air quality from excessive pollution;
2. to take all lawful action in educating the public on the need to protect air quality and the public health; and
3. to take all lawful action in persuading the Government of Hong Kong to take action to protect air quality.
Powers.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
1. power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
5. power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
6. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
7. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
8. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
9. power to do all such other lawful things as are necessary for the achievement of the objects.
Membership.
1. Membership of the Society shall be open to:
  1. individuals (over the age of eighteen years) who are interested in furthering the work of the Society and who have paid any membership fee and any annual subscription laid down from time to time by the Executive Committee, and
  2. any body corporate or unincorporated association which is interested in furthering the Society's work and has paid any membership fee and any annual subscription (any such body being called in this constitution a Corporate member).
2. Every member shall have one vote.
3. Each corporate member shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; and may appoint an alternate to replace its appointed representative at any meeting of the Society if the appointed representative is unable to attend.
4. Each corporate member shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the corporate member, he or she shall forthwith cease to be the representative of the corporate member.
5. The Executive Committee may unanimously terminate the membership of any individual or corporate member if such member offends against the rules of Society or takes actions which in the sole opinion of the Executive Committee renders such member unfit for membership in the Society.
Founding Members and Patrons.
The first members of the Society are Christine Kung-Wai Loh, Barbara Parr, Anne Forrest, Janet Golden, Ruby Cautherley, George Cautherley, Michael Moszynski, Pip Landers and Lisa Hopkinson.

The patrons of the Society are The Hon. Dr. C. H. Leong and Margaret Tancock. Additional persons may be added as patrons of the Society upon a unanimous vote of the Executive Committee.
Executive Committee.
1. At the annual general meeting of the Society the members shall elect from amongst themselves the Executive Committee, comprising a chairperson, a deputy chairperson, a secretary, a treasurer and such other position as determined necessary, who shall hold office from the conclusion of that meeting.
2. All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
3. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
4. Nobody shall be appointed as a member of the Executive Committee who is aged under eighteen or who would if appointed be disqualified under the provisions of paragraph (5) of this clause.
5. A member of the Executive Committee shall cease to hold office if he or she:
  1. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
  2. is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
  3. notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
6. No member of the Executive Committee shall receive compensation for his or her services or be a paid employee of the Society: provided that any member of the Executive Committee shall be reimbursed for expenses properly incurred with the approval of the Executive Committee.
7. Subject to the provisions of paragraph (8) of this clause, no member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.
8. Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Society: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
Meetings and Proceedings of the Executive Committee.
1. The Executive Committee shall hold at least six ordinary meetings each year. A special meeting may be called at any time by the chairperson or by any two members of the Executive Committee upon not less than three days notice being given to the other members of the Executive Committee of the matters to be discussed.
2. The chairperson shall act as chairperson at meetings of the Executive Committee. If the chairperson is absent from any meeting, the deputy chairperson shall act as chairperson of the meeting. If both the chairperson and the deputy chairperson are absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairperson of the meeting before any other business is transacted.
3. There shall be a quorum when at least two members of the Executive Committee are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Society present and voting on the question but in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.
5. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
7. The Executive Committee may appoint one or more sub-committees consisting of two or more members of the Society for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
8. The Executive Committee shall ensure that the Society complies with its obligations under the Societies Ordinance (Cap 151 of the Laws of Hong Kong) and with all other applicable laws and regulations.
Receipts and Expenditure.
1. The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
2. The funds belonging to the Society shall be applied only in furthering the objects.
Annual General Meetings.
1. There shall be an annual general meeting of the Society which shall be held in the month of December in each year or as soon as practicable thereafter.
2. Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least ten days notice of the annual general meeting to all the members of the Society. All the members of the Society shall be entitled to attend and vote at the meeting.
3. The chairperson shall be the chairperson at annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairperson of the meeting.
4. The Executive Committee shall present to each annual general meeting the report and accounts of the Society for the preceding year.
5. Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the secretary of the Executive Committee at least three days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
Special General Meetings.
The Executive Committee may call a special general meeting of the Society at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least fifteen days notice must be given. The notice must state the business to be discussed.
Procedure at General Meetings.
1. The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Society.
2. There shall be a quorum when at least eight members of the Society are present at any general meeting.
Notices.
Any notice required to be served on any member of the Society shall be in writing and shall be served by the secretary or the Executive Committee on any member at his or her last known contact details either by e-mail (and any notice so sent shall be deemed to have been received when sent) or by post (and any letter so sent shall be deemed to have been received within two days of posting).
Alterations to the Constitution.
1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two-thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
2. No amendment may be made which would have the effect of making the Society cease to be a charitable institution applicable for tax exemption under Section 88 of the Inland Revenue Ordinance (Cap 112 of the Laws of Hong Kong), as amended.
Dissolution.
If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than twenty-one days� notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realize any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose.