HELENA MAY INSTITUTE FOR WOMEN ORDINANCE

HELENA MAY INSTITUTE FOR WOMEN ORDINANCE

CHAPTER 284.

HELENA MAY INSTITUTE FOR WOMEN.

To provide for the incorporation of the Council of the
Helena May Institute for Women and for vesting in
the corporation the properly and rights of the Associa-
tion known as the Helena iMay Instilitte for Wolnen.

[17th January, 1947.]

1. This Ordinance may be cited as the Helena May
Institute for Women Ordinance.

2. In this Ordinance, unless otherwise provided or
unless the context otherwise requires-
'constitution' means the constitution of the Helena May
Institute for Women as set forth in the Schedule to this
Ordinance and any amendment or variation thereof
approved by, the Governor which may be made there-
under ;
'council' means the council for the time being of the
Helena May Institute for Women appointed in
accordance with the constitution.

3. (1) The members of the council of the Helena May
Institute for Women and their successors in office as herein-
after defined shall be a body corporate, hereinafter called
the corporation, and shall have the name of 'The Council
of the Helena May Institute for Women', and in that name
shall have perpetual succession and shall and may sue and
be sued in all courts in the Colony and shall and may have
and use a common seal.

(2) Members of the council shall be appointed in
accordance with the constitution, and shall for the periods of
their respective appointments be members of the corporation.

(3) The corporation shall from time to time and at all
times inform the Colonial Secretary of all changes in the
membership of the council.

(4) The council shall be held to be legally constituted
notwithstanding any vacancies occurring therein by the
death, absence, resignation or incapacity of any member
or by any other cause.





4. (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 situated 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 corporation or company, and also
to purchase, acquire and possess vessels, goods and chattels
of what nature and kind soever.

(2) The corporation shall further have power 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,
vessels, goods and chattels which are for the time being
vested in or belonging to the corporation, upon such terms
to the corporation seem fit.

Notwithstanding the provisions of subsection (2)
of this section the corporation shall not sell, convey, assign
or dispose of the lands vested in the corporailon by this
Ordinance or any buildings thereon or any part thereof to
any, person without the written licence of the Governor and
if the said lands and buildings or any part thereof shall at
any time cease to be used for the purposes of the corporation
in accordance with the provisions of the constitution the
said lands and buildings or part thereof, as the case may
be, shall revert to the Crown.

5. All deeds and other instruments requiring the
common seal of the corporation shall be sealed in the
presence of two members of the council and shall be signed
by such two members and the secretary for the time being.

6. All matters of internal nianagernent shall be settled
and carried out in accordance with the constitution.

7. Nothing in this Ordinance shall affect or be deemed
to affect the rights of His Majesty the King, His Heirs or
Successors, 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. [8





SCHEDULE.

CONSTITUTION
OF THE
HELENA MAY INSTITUTE FOR WOMEN

ARTICLE I-NAME AND GENERAL POLICY.
1. The name of the corporation shall be 'The Helena May
Institute for Women'.
2. In this constitution-
'Ordinance' means the Helena May Institute for Women Ordinance;
'secretary' means the secretary for the time being of the institute
conducted by the corporation.
3. The object of the corporation shall be to provide for the
welfare of the women and girls of the Colony and for that purpose
to furnish and maintain the premises from time to time belonging
to the corporation and to provide therein board and lodging and
the amenities of a club and to conduct or carry on therein or in
connexion therewith all such lawful, social, educational, religious
or other activities as may be incidental or conducive to the attain-
ment of the above object.
4. The corporation shall not engage in any political activities
or permit its name or premises to be used in connexion therewith.
5. The corporation may permit its premises to be used upon
such terms as may be agreed upon for the delivery and holding of
lectures, exhibitions, public meetings, conferences and gatherings of
a like nature approved by the corporation.
6. Save as aforesaid the income and property of the corpora-
tion, whencesoever derived, shall be used and applied solely towards
the promotion of the object of the corporation.

ARTICLE II-MEMBERSHIP.
1. There shall be two categories of members of the institute
conducted by the corporation (hereinafter called 'The Helena May')
namely-
(a)residential members, that is to say members living in the
Helena May, and
(b)subscriber members, that is to say members not living in
the Helena May but to whom the club amenities are
available.
2. (1) The first members of the.council shall be deemed to
be subscriber members.
(2) Any applicant for admission as a subscriber member who
shall satisfy the Council that she was a shareholder or subscribing
member of the Helena May Institute for Women at any time before
the 25th day of December, 1941, and had not ceased to be a member
under the provisions of Article 22, 25 or 26 of the Articles of
Association thereof, shall be admitted to membership of the Helena
May as a subscriber member without further formality. The
decision of the council in respect of any such application shall be
final and conclusive for all purposes.
(3) An applicant for admission as a residential member may,
in the absolute discretion of the council, be admitted as such either
on the affirmative votes of a majority of the members of the council





Present at any meeting of the council or on the affirmative votes
of a majority of the members for the time being of the council
notified by such members in writing to the secretary.

(4) Every applicant for subscriber membership of the Helena
Alay (other than the members referred to in sub-paragraphs (1)
and (2) of this paragraph) shall be proposed by one subscriber
member and seconded by another subscriber member, both being
able from personal knowledge to vouch for her fitness for member-
ship. The application shall be sent to the secretary who shall
forthwith enter the name, address and occupation of the applicant
and the names of the proposer and seconder in a book to be kept
for that purpose, and shall post a notice of the application giving
the like particulars in a prominent place at or near the entrance of
the Helena May.
(5) Subscriber members shall be admissible only by ballot. The
balloting committee shall be formed of the members for the time
being of the council and ten subscriber members of the Helena May.
Any two subscriber members may nominate a subscriber member
to serve on the balloting committee and all such nominations shall
be posted on the notice board in the Helena May at least forty-eight
hours before the annual general meeting.
If the number of members nominated does not exceed ten they
may be elected by resolution, but if the number exceeds ten then
lists of the members nominated shall be circulated to the subscriber
members present at the annual meeting and each such member shall
hand in her list with ten names unerased and the ten nominees
securing the most votes shall be declared to be elected.
The balloting committee shall be deemed to be lawfully
constituted notwithstanding any vacancies therein arising through
default in the nomination of the full complement of subscriber
members or any other cause.
The balloting committee shall choose its own chairman from
among the members of that committee.
No member of the balloting committee shall on any occasion
vote by proxy.
(6) After the expiration of not less than seven days after the
posting of the notice referred to in sub-paragraph (4) the ballot shall
be open between the hours of 10 a.m. and 7 p.m. for five days,
exclusive of Sundays.
The ballot box shall then be opened in the presence of two
members of the balloting committee.
In the event of less than five members having balloted affirma-
tively within the said period of five days, the chairman or any
three members of the balloting committee may direct that the ballot
shall remain open for a further period of five days immediately
succeeding the original period of the ballot.
Should five members not have recorded their votes affirmatively
before the conclusion of the ballot the applicant shall be deemed
not to have been elected.
Not less than five affirmative votes shall constitute a ballot and
one negative vote in five shall exclude.
The number of votes shall not be disclosed.
(7) On the election of a subscriber member she shall be notified
in writing and shall forthwith sign the roll of subscriber members
and shall thereupon be deemed to have agreed to be bound by the
terms of the constitution and by the rules for the time being in
force.
(8) If at any time after the election of an applicant the council
shall ascertain that she has been elected under any misrepresentation
or if any material information as to her antecedents has been
withheld, then the council shall, after inquiry and notice to the





person so elected, have power to erase her name frorn the roll of
subscriber members and she shall forthwith cease to be a subscriber
member.
(9) No applicant proposed and not elected shall be proposed
again until after the expiration of three months. The secretary
shall give notice in writing to the proposer and seconder of any
applicant who fails to gain membership.
(10) The council may in their discretion permit any person who
has been duly proposed and seconded as a subscriber member to
enjoy the rights and privileges of a member pending election on
such terms as they shall think fit.
(11) The council may from time to time fill any casual vacancies
in the balloting committee that may occur.

3. (1) A residential member shall pay to the corporation all
such charges as the council shall prescribe for board lodging and
incidentals. Every residential member shall becom~ and remain
throughout her period of residence a subscriber member of the
Helena May and shall have and enjoy all the obligations and
privileges of a subscriber member.
(2) A subscriber member shall pay to the corporation as from
the beginning of the month during which she is admitted to member-
ship such monthly or other subscription and other charges as the
council may prescribe.
(3) All members shall comply with the by-laws for the time
being in force.

4.(1) If any member shall fail to pay any monies due from
her to the corporation as and when patment thereof shall be
required, the council may strike her name off the roll of residential
or subscriber members as the case may be.
(2) If any member shall in the opinion of three-fourths of
those members of the council present at a meeting duly convened
for the consideration of the matter have behaved, either in the
Helena May or elsewhere in a manner calculated unduly to
inconvenience the other members or likely to be injurious to the
reputation or interests of the Helena May, the council may call
upon her to resign forthwith and if she shall fail to resign may
strike her name ofY the roll of members or, if the council so thinks
fit, may suspend her membership for a period not exceeding six
months. The decision of the council shall for all purposes be final
and conclusive.
(3) A member whose name is struck off the roll of members
and a member whose membership is suspended shall forthwith
forfeit, or, as the case may be, shall forthwith forfeit for the duration
of the suspension, all right to the use of the Helena May and any
claim upon any property of the corporation, but the council may,
for cause shown, reinstate any such member.

5. A subscriber member who may be leaving the Colony for
three or more months at a time shall give notice to the secretary
that she desires her name to be placed on the list of absent members
and thereupon shall not be liable to pay the subscriber member's
subscription for those complete months during which she shall be
absent from the Colony, but shall pay the full monthly subscription
for any parts of months during which she is resident in the Colony.
A subscriber member whose name has not been placed on the
absent members list and who shall be absent from the Colony for
more than three months at a time and an absent member who shall
be absent from the Colony for more than two years at a time shall
be deemed, to have resigned.





6. No member whose subscription is in arrear or who shall
have failed to pay any monies due from her to the corporation shall
be, Competent to propose or second any applicant for membership
or visitor to the Helena May, to ballot for any applicant, or to vote
on any occasion whatsoever.
7. A subscribing member may relinquish her membership by
giving notice to the secretary but will be held liable for the subscrip-
tion for the month in which notice is given.

ARTICLE III-MANAGEMENT.

1. The management of the affairs of the Corporation and of
the Institute herein called 'The Helena May' shall be vested in the
Council of the Helena May Institute for Women.
2. Subject to the provisions of this Ordinance, the council
shall consist of fifteen members of whom-
(a)eight shall be subscriber members who are British subjects
of European race not domiciled in the Colony but resident
therein at the time of their appointment;
(b)two shall be subscriber members of European race, other
than British subjects, not domiciled in the Colony but
resident therein at the time of their appointment;
(c)two shall be subscriber members of Chinese race domiciled
in the Colony and resident therein at the time of their
appointment; and
(d)three shall be residential members of the Helena May at the
time 'Of their appointment.

3. Members of the Council shall hold office from the date of
the annual meeting at which they are elected until the newly elected
members come into office at the next annual general meeting.
Members of the council shall be eligible for re-election.
4. A subscriber member whose name is placed on the absent
members list or who is absent from the Colony for more than three
months at a time or who resigns, shall forthwith cease to be a
member of the council.

5. (1) Any two subscriber members shall be at liberty to
nominate a subscriber member to serve upon the council (having
first obtained her consent) and such nomination shall be lodged with
the secretary and posted on the notice board in the Helena May not
less than two clear days before the date of the annual general
meeting. .
(2) If the number of subscriber members so nominated does not
in any one of the classes specified in sub-paragraphs (a), (b) and (c)
of paragraph 2 of this article exceed the number mentioned in that
sub-paragraph, the persons nominated in respect of that class may
be elected by resolution of the subscriber members at the annual
general meeting.
(3) If the number does exceed the number specified in any one
of the said sub-paragraphs, then balloting lists of the names of the
persons so nominated of that class shall be circulated and each
subscriber member present at the meeting shall hand in her list with
the number of names unerased prescribed by sub-paragraph (a), (b)
or (c) of paragraph 2 of this article as the case may be. The
persons gaining in the respective classes the greatest number of
votes shall be deemed to be elected.
. 6. Not less than fourteen days before the date fixed for the
annual general meeting of the subscriber members, the secretary
shall give notice convening a meeting of the residential members
to be held not less than seven days before the annual general
meeting for the purpose of electing three members of the council
from among their number.





Any two residential members shall be at liberty to nominate
residential members to serve upon the council (having first obtained
their consent).
Nominations shall be lodged with the secretary not less than two
clear days before the date for which the meeting is convened and
the names of those nominated shall be posted on the notice board.
If the number of persons nominated does not exceed three, the
members nominated may be elected by resolution at the meeting of
residential members.
If the number nominated does exceed three then balloting lists
giving the names of those nominated shall be distributed to the
residential members present at the meeting and they shall hand in
their lists with three names unerased and the persons nominated
and securing the greatest number of votes shall be deemed to be
elected.
A residential member who ceases to reside in the institute shall
forthwith cease to be a member of the council.

7. Whenever the seat of any member of the council shall
become vacant from any cause whatsoever, the remaining members
of the council may appoint some person to be a member of the
council in the place of the member whose seat has become vacant,
due regard being had to the proportion of members of different
categories prescribed by paragraph 2 of this article.
Such person shall hold her place in the council until the next
annual general meeting.

8. The council shall choose its own chairman and vice-
chairman from among the members.
Five members personally present shall be a quorum for a
meeting of the council.

9. The council may appoint an honorary secretary or an
honorary treasurer and a secretary, treasurer and such other officers
and servants as it may deem necessary and at such remuneration as
it shall think fit.

10. The council may form such sub-committees as it may think
fit for the management of the affairs of the Helena May and may
delegate to such sub-committees such powers as the council may
deem expedient but the decisions of such sub-committees shall be
referred to the council for ratification.

11. The council may make all necessary rules, not repugnant
to the Ordinance or the constitution, for the regulation and
management of the affairs of the corporation and of the Helena May
and in particular may make rules as to the conduct of the business
at meetings, the forms to be used for application for membership,
the number of persons to be admitted to membership, the amount
and time for payment of subscriptions and other charges, the
admission of and privileges to be extended to visitors and the
regulation of the conduct of residential and subscriber members, and
may from time to time amend, vary, rescind, or suspend any rules
wade and make or issue new rules.
All rules made by the council and any amendment, variation,
rescission or suspension thereof shall be entered in a book to be
kept by the secretary for that purpose, and such book shall be open
at all reasonable times to the inspection of all members and visitors.

ARTICLE IV-MEETINGS.
1. The annual general meeting of the residential and subscriber
members of the Helena May shall be held in the month of Ootober
in each year or as soon thereafter as may be possible, at the Helena
May on a date and at a time to be fixed by the council.





2. The council may whenever they consider it necessary or
advisable so to do and shall on the requisition in writing signed by
any twenty members forthwith proceed to convene an extraordinary
general meeting of the whole of the members or of the residential
members or the subscriber members according to the nature of the
businQss to be transacted.
A requisition under this paragraph shall state the nature of the
business for which the meeting is to be convened and a copy thereof
shall be posted in a prominent place in the Helena May together
with a copy of the notice convening the meeting.
3. A notice of the convening of the annual general meeting
and of every extraordinary general meeting shall be sent to every
member concerned, other than absent members, at her last known
address in the Colony not less than twenty-one days before the date
of such meeting, but the accidental omission to send such notice to
any of the members shall not invalidate any resolution passed or
any proceedings at such meeting.
4. Any member desiring to bring any proposal before an
annual or extraordinary general meeting shall give notice thereof in
writing to the secretary not less than seven days before such
meeting.

5. All decisions of the annual general meeting or of an
extraordinary general meeting shall be arrived at by a majority of
the votes of the members present at such meeting but no residential
member shall be competent to vote on the election of members of
the council other than the residential members of the council.
6. Twenty members personally present shall be a quorum for
an annual or extraordinary general meeting and no voting by proxy
shall be allowed.

ARTICLE V-AMENDMENT OF THE CONSTITUTION.
1. No proposal for the alteration, amendment or rescission of
the constitution shall be entertained unless notice thereof in writing
shall have been given to the secretary not less than fourteen days
before the date fixed for holding the annual general meeting.
The notice given to the secretary shall state the substance of
the proposed alteration, amendment or rescission, and a copy of
the notice shall be posted in a prominent place in the Helena May
not less than seven clear days before the annual general meeting.
On the consideration of a proposal for the alteration,
amendment or rescission of the constitution it shall be competent
for the meeting to consider and decide upon any amendment which
may be put to such proposal.
2. No alteration, amendment or rescission shall be made in
this constitution unless the same shall have been carried by a
majority consisting of at least two-thirds of the members present at
an annual general meeting of the members of the Helena May and
voting thereon.
3. No alteration, amendment or rescission of the constitution
shall come into operation until the same shall have been approved
of by the Governor.

ARTICLE VI-ACCOUNTS.
The council shall cause true accounts to be kept of the monies
received and expended and of the assets, credits and liabilities of the
corporation.
The accounts shall, be made up to the thirty-first day of August
in each year and the council shall cause a balance sheet containing





a summary of the property and liabilities of the corporation to be
prepared and audited.
Not less than seven days before each annual general meeting
a printed copy of the balance sheet, profit and loss account and
report by the council shall be sent to every member of the Helena
May except members whose names are on the absent members list.

ARTICLE VII-INDEMNITY.
Every member of the council and every officer or servant of
the corporation shall be indemnified by the corporation against, and
it shall be the duty of the corporation out of the funds of the
corporation to pay, all costs, losses and expenses which any such
member, officer or servant may incur or become liable to by reason
of any contract entered into or act or deed done as such member,
officer or servant or in any way in the discharge of his or her duties
and in connexion with which such member, officer, or servant has
not been guilty of any negligence, default, breach of trust or breach
of duty whatsoever.
3 of 1947. 9 of 1950. Short title. Interpretation. [cf. Cap. 320.] Incorporation. 9 of 1950, Schedule. Powers of the corporation. [c.f. Cap. 319, s. 5] Execution of documents. Internal management. Saving. As amended by resolution of 26th October, 1950. (Cap. 284.) Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. [Sch. Cont.] Resolution. 26.10.50. Resolution. 26.10.50. [Sch. Cont.] Resolution. 26.10.50. [Sch. Cont.]

3 of 1947. 9 of 1950. Short title. Interpretation. [cf. Cap. 320.] Incorporation. 9 of 1950, Schedule. Powers of the corporation. [c.f. Cap. 319, s. 5] Execution of documents. Internal management. Saving. As amended by resolution of 26th October, 1950. (Cap. 284.) Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. Resolution. 26.10.50. [Sch. Cont.] Resolution. 26.10.50. Resolution. 26.10.50. [Sch. Cont.] Resolution. 26.10.50. [Sch. Cont.]

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