PO LEUNG KUK ORDINANCE

PO LEUNG KUK ORDINANCE

LAWS OF HONG KONG

PO LEUNG KUK ORDINANCE

CHAPTER 1040





CHAPTER 1040

PO LEUNG KUK

To repeal and replace the Po Leung Kuk Incorporation Ordinance.

[14 December 1971]

1. This Ordinance may be cited as the Po Leung Kuk
Ordinance.

2. In this Ordinance, unless the context otherwise requires-

'advisory board' means the board established by virtue of
paragraph 18 of the Schedule;

'annual general meeting' means the annual general meeting of the
corporation;

'board' means the board of directors established by paragraph 5 of
the Schedule;

'chairman' means the chairman of the board;

'child' means any person who has not attained the age of 21 years;

'corporation' means the Society continuing to exist by virtue of
section 3;

'director' means a director of the board;

'ordinary general meeting' means an ordinary general meeting of
the corporation;

'ordinary member' means an ordinary member of the corporation;

'repealed Ordinance' means the repealed Po Leung Kuk Incor-
poration Ordinance;

'secretary' means the secretary of the corporation;

'voting member' means a voting member of the corporation;

'year' means the period commencing on 1 April in any year and
ending on 31 March in the following year.

3. (1) The Society incorporated by virtue of the repealed
Ordinance shall continue to exist.
(2) The corporation-

(a)shall be known as the Po Leung Kuk and in that name may
sue and be sued;

(b) shall continue to have perpetual succession; and





(c)may do and suffer all such other acts and things as bodies
corporate may lawfully do and suffer.

4. The provisions of the Schedule shall have effect with
respect to-

(a) the objects and powers of the corporation;

(b) the membership of the corporation;

(c) the board;

(d) the advisory board;

(e) meetings and procedure,

and otherwise in relation to the corporation.

5. (1) All the immovable property vested in the Society at
the commencement of this Ordinance shall continue to be vested in
the corporation for the residue of the term of years created by the
respective Crown leases, subject to the covenants, conditions, stipula-
tions, exceptions, reservations, provisos and powers contained in
and reserved by the said Crown leases.

(2) Any other property, interest, right and privilege vested in
the Society at the commencement of this Ordinance shall continue to
be vested in the corporation on the terms and conditions, if any, on
which the same was vested at that date, and the corporation shall
continue to be subject to the obligations and liabilities to which the
Society was subject at the commencement of this Ordinance.

6. The board may exercise any of the powers of the corpora-
tion which are not required by this Ordinance to be exercised by the
corporation in general meeting.

7. (1) The board shall cause to be kept proper books of
account of all transactions of the corporation.

(2) Such books of account shall be open at all reasonable times
to the inspection of any director and of any person appointed by the
Governor in that behalf.

(3) A chairman shall within 6 months after the expiration of
his term of office send to the Chief Secretary a statement of the
accounts of the corporation which shall-

(a)be signed by 2 persons who were directors during the year
to which the statement relates;

(b) be audited in accordance with subsection (4); and

(c) contain the following particulars-
(i) an account of the assets and liabilities of the corpora-
tion at the end of the previous year;
(ii) an account of the receipts and disbursements of the
corporation during the previous year; and





(iii) a report on the administration of the corporation during
the previous year.

(4) The accounts of the corporation and the signed statement of
the accounts shall be audited by an auditor who is a professional
accountant holding a practising certificate as provided in the
Professional Accountants Ordinance and appointed by the corporation.
The auditor shall certify the statement of the accounts subject to such
report, if any, as he thinks fit.

(5) A copy of the signed and audited statement of the accounts
and the auditor's report, if any, shall within 6 months after the end of
the year be sent to each

(a) director;

(b) person who was a director during that year;

(c) member of the advisory board; and

(d) voting member.

8. Every director shall be indemnified by the corporation against
liability for any acts of the corporation.

9. (1) The Schedule may be amended by resolution of the board
with the prior approval of the advisory board.

(2) Any such resolution shall be published in the Gazette and
shall, unless otherwise provided, come into operation on the day of
such publication.

10. Nothing in this Ordinance shall affect or be deemed to affect
the rights of Her Majesty the Queen, Her 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.

SCHEDULE [ss. 2, 4 and 9.]

1 . The objects of the corporation shall be

(a)to provide and maintain a temporary home for women and children who,
in the opinion of the board, are in need of care and protection until proper
provision is made for their marriage, adoption or settlement in life or
otherwise for their welfare;

(b)to provide accommodation as a place of refuge for the purposes of the
Protection of Women and Juveniles Ordinance for women and children,
and where appropriate to provide care for such persons;

(c)to provide vocational training and education in suitable cases for women
and children who are in the care of the corporation and for such other
children as the board thinks fit;

(d) to establish, maintain and manage homes and nurseries;

(e)to establish, maintain and manage schools and other educational
institutions in Hong Kong;





(f)to establish and support, and to aid in the establishment and support of,
any other charitable organizations formed for all or any of the objects of
the corporation;

(g) to provide all kinds of social services for the Hong Kong community.

2. Without prejudice to any other Ordinance, the corporation shall have the
following powers

(a)to acquire, take on lease, purchase, hold and enjoy any property and
invest moneys upon mortgage of any immovable property or upon the
mortgages, debentures, stocks, funds, shares or investments specified in
the Second Schedule of the Trustee Ordinance;

(b)with the approval of the Governor, to grant, sell, convey, assign,
surrender, exchange, partition, yield up, mortgage, transfer or otherwise
dispose of any immovable property;

(c) to let for any period not exceeding 3 years any immovable property;

(d)with the consent of the advisory board, to let for any period exceeding 3
years any immovable property, or to sell, convey, assign, surrender,
exchange, partition, yield up, mortgage, demise, reassign, transfer or
otherwise dispose of any debentures, stocks, shares, investments, vessels
or other goods or chattels vested in the corporation;

(e)to develop and turn to account any immovable property acquired by the
corporation or in which the corporation is interested, in particular by
laying out and preparing the same for building purposes, constructing,
altering, pulling down, decorating, maintaining, furnishing, fitting up and
improving buildings and by planting, laying drainage, letting on building
leases or entering into building agreements;

(f)to demolish, resite, rebuild, construct, develop and improve any property
acquired or purchased by the corporation or in which the corporation is
interested, and to apply to any tribunal or court or authority for any
order, licence, permission and exemption required therefor, and to do
such other things as the corporation may think fit in order to carry out
its objects;

(g)to accept any gift of property, whether subject to any special trust or
not, for the benefit of the corporation;

(h)to take such steps by personal or written appeals, public meetings or
otherwise as may be deemed expedient for the purpose of procuring
contributions to the funds of the corporation, in the form of donations,
annual subscriptions, or otherwise;

(i)to print and publish any newspapers, periodicals, books or leaflets that
the corporation may think desirable for the promotion of its objects;

(j)with the consent of the advisory board, to borrow or otherwise raise
money on such security as may be necessary and, for that purpose, to
charge all or any part of the properly of the corporation;

(k)to undertake and execute any trusts or any agency business which may
seem directly or indirectly conducive to any of the objects of the
corporation;

(l)to subscribe to any local or other charities and to grant donations for any
public purpose and to pay a gratuity, pension or allowance on retirement
to any servant or the dependants of any servant of the corporation and
to make contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance;







(m)to purchase or otherwise acquire and undertake all or any part of the
property, liabilities and engagements of any company, institution,
society or association having objects altogether or in part similar to
those of the corporation;

(n)to appoint a secretary and such other officers and servants, subject to
such conditions as the corporation thinks fit;

(o)to do all such other lawful things as are incidental or conducive to the
attainment of the above objects;





(p)subject to the provisions of sub-paragraphs (b), (d) and (j) with regard to
approval or consent, to enter into any contract with the Government or
any other person.

3. (1) The corporation shall have and may use a common seal, the affixing of
which shall be authenticated by the signatures of the chairman and a director.

(2) Any instrument purporting to be an instrument duly executed under the
seal of the corporation shall be received in evidence and shall, unless the contrary
is proved, be deemed to be an instrument so executed.

4. (1) Membership of the corporation shall consist of ordinary members and
voting members.

(2) The following persons, firms and societies shall be ordinary members of
the corporation

(a)any persons who, or firms or societies which, at the commencement of
this Ordinance are members of the Society by virtue of section 13(1) of
the repealed Ordinance;

(b)any person who, or firm or society which, subscribes to the funds of the
corporation such sum as may be specified by the board from time to time
and approved by the Secretary for District Administration and whose name
is entered with the consent of the board in the register of members to be
kept

by the corporation. (Amended, L.N. 67/85)

(3) The following persons, firms or societies shall be voting members of the
corporation

(a)any person who has been chairman of the board of the corporation,
including any person who has been chairman of the committee elected
under the repealed Ordinance prior to the 1 April 1973; (Amended, L.N.
150/74)

(b)members of the board shall ex officio be voting members for so long as
they shall continue to be directors;

(e)members of the advisory board shall be voting members for so long as they
shall continue to be members thereof,

(d)in addition to the persons hereinbefore mentioned the advisory board shall
from time to time select not more than 100 voting members from
amongst the ordinary members of the corporation, and such voting
members shall hold office for a period of 3 years from the date of their
selection:

Provided that any person so selected shall cease to be a voting
member if he shall be convicted of an offence punishable with
imprisonment for a period exceeding 12, months or shall be adjudged
bankrupt or made a composition or arrangement with his creditors or
become of unsound mind.

(4) Voting members shall have the right to receive notice of all general
meetings and to attend the same to vote thereat as hereinafter provided.

(5) Any member may at any time resign from the corporation by giving to
the corporation not less than 1 month's notice in writing.

5. (1) There shall be a board of the corporation consisting of not less than 11
nor more than 20 directors.







(2) The persons who are members of the elected committee of the Society at
the commencement of this Ordinance shall constitute the board until 1 April
1974.

6. (1) The directors shall be elected by secret ballot at the annual general
meeting.

(2) Every candidate for the post of director shall be a person considered by
the advisory board to be held in high esteem by Chinese in Hong Kong.

(3) Prior to the annual general meeting, the chairman shall give not less than
21 days' prior notice in writing to all voting members inviting them to nominate
persons to be directors and to submit the names of the proposed nominees for the
consideration of the advisory board.





(4) A nomination of any person to be a director shall be delivered to the
secretary not less than 14 days prior to the annual general meeting.

(5) Persons so nominated, if approved by the advisory board, shall be
candidates for the post of director if proposed and seconded as such at the annual
general meeting.

7, (1) The directors shall subject to sub-paragraph (2) hold office for a period
of 1 year commencing on 1 April or if they are elected after that date until 1
April next following their election.

(2) If the election of directors for the ensuing year has not been completed
on or before 31 March the directors in office on that day shall continue to hold
office until the election of their immediate successors.

8. (1) If any director dies, resigns or becomes incapable of further acting, the
remaining directors or a majority of them shall have power to elect any person
qualified under paragraph 6(2) to fill the vacancy for the remainder of the term of
office of such director.

(2) If it is found impracticable for the remaining directors so to do or if the
remaining directors fail to exercise their power so to do, the Governor may
appoint a temporary director to act until the next annual general meeting.

9. Directors shall be eligible for re-election.

10. If any director shall not be re-elected, such person shall during the next
succeeding year be known as 'Hip Li' and shall be entitled to attend all meetings
of the board in such subsequent year and to take part in discussions but not to vote
at such meetings.

11. As soon as possible after the election of the directors for any particular
year, the directors shall elect a chairman from amongst them, and the person so
elected shall be a director who has held office as vice-chairman for not less than 1
year immediately preceding that year unless no such director is available.

12. (1) Immediately after the election of the chairman, the directors shall
elect from amongst themselves not less than 3 and not more than 5 vice-
chairmen who in the order of their election, shall be the first vice-chairman, the
second vice-chairman, the third vice-chairman, the fourth vice-chairman, if any,
and the fifth vice-chairman, if any, respectively.

(2) No person who has not been

(a) a director in any one of the previous years; or

(b) a member of the elected committee prior to 1 April 1973 under the
repealed

Ordinance,

shall be eligible for election as a vice-chairman unless no past director or member
of the elected committee is available for election.

(Replaced, L.N.
144/75)

13. (1) The retiring chairman, or the person entitled to preside in his absence
at the annual general meeting, shall preside at the elections under paragraphs 11
and 12.

(2) In the event of 2 or more candidates for election as chairman or
vicechairman being returned with an equality of Votes at any election, the
chairman of the meeting shall have a casting vote.







14. In the event of the death, resignation, incapacity or absence of the
chairman at any time, the first vice-chairman shall be the chairman, and the
second vicechairman, third vice-chairman, fourth vice-chairman and fifth vice-
chairman shall be the first vice-chairman, the second vice-chairman, third vice-
chairman and fourth vice-chairman respectively, until an election is held under
paragraph 15.





15. (1) In the event of-

(a)the death, resignation, incapacity or absence of the chairman or any vice-
chairman; or

(b) a vacancy otherwise arising in the office of chairman or any vice-
chairman,

the board may elect a director to be the chairman or such vice-chairman, as the
case may be, either temporarily or for the remainder of the term of office of the
chairman or such vice-chairman.

(2) A member of the advisory board shall preside at any such election.

16. The board shall, subject to the provisions of this Ordinance, have full
power and authority generally to govern the corporation and to direct and decide
all matters whatsoever connected with the administration of the affairs of the
corporation and the accomplishment of the objects thereof, and under such
regulations as may from time to time be made by the board to supervise and
manage the homes, nurseries, schools and other institutions under the control of
the corporation.

17. (1) At any meeting of the board, one-third of the number of the directors
for the time being, or if their number is not a multiple of 3 then the number
nearest one-third, shall form a quorum.

(2) Every question at any meeting of the board shall be decided by a majority
of votes of the directors present, and in case of an equality of votes the chairman
of the meeting shall have a casting vote.

18. (1) There shall be an advisory board whose duty shall be to advise the
directors on any matter affecting the corporation or its administration.

(2) The advisory board shall consist of not more than 15 persons of whorn
the following shall be ex officio members

(a) the Secretary for District Administsration who shall be chairman; (Amended,
L.N. 67/85)

(b) the Secretary for Health and Welfare; (Amended, L.N. 18/83)

(e) the Director of Social Welfare;

(d)1 person nominated by the Members of the Executive Council, other
than ex officio Members or Official Members, from among their own
number; (Replaced, 67 of 1987, s. 2)

(e)1 person nominated by the Members of the Legislative Council, other
than Official Members, from among their own number; (Replaced, 67 of
1987, s.2)

(f) the immediate past chairman of the board.

(3) The following persons shall also be members of the advisory board-

(a)not more than 8 persons appointed by the Governor, who shall hold
office for a period of not more than 3 years and shall be eligible for
reappointment;

(b)1 person elected by the board from the persons who in the year preceding
the year in respect of which he is elected were directors, who shall hold
office for a period of 1 year.

(4) The advice of the advisory board shall be given at a joint meeting of the
board and the advisory board, such joint meetings shall be called by the chairman







(a) when the chairman so requires;

(b) when the board desires the advice of the advisory board;

(c)whenever the advisory board gives the chairman notice in writing that it
desires to discuss with the board any specified matter affecting the
corporation or its administration.

(5) The chairman shall give the directors and the members of the advisory
board at least 4 clear days' notice in writing of any such joint meeting.

(6) At a joint meeting of the board and the advisory board the quorum shall
be-
(a)the same number of directors as would have been required to form a
quorurn if it were a meeting of the board; and





(b) 4 members of the advisory boar (Replaced, L.N. 253/74)

(7) The Secretary for District Administration shall be the chairman ofthe
joint meeting of the board and the advisory board. In his absence the Secretary for
Health and Welfare shall be the chairman, and in the absence of both the Secretary
for District Administration and the Secretary for Health and Welfare members
present at the meeting shall elect a chairman from amongst the members of the
advisory board present. (Amended, L.N. 18/83 and L.N. 67/85)

(8) The persons who are members of the Board of Direction of the Society at
the commencement of this Ordinance shall be members of the advisory board until
1 April 1974.

19. (1) At any meeting of the advisory board 4 of the members shall form a
quorum.

(2) Every question at any meeting of the advisory board shall be decided by a
majority of votes of the members present and in the case of an equality of votes
the chairman of the meeting shall have a casting vote.


(3) In the absence ofthe Secretary for District
Administration the Secretary for Health and Welfare shall be the
chairman, and in the absence of both the Secretary for District Administration and
the Secretary for Health and Welfare the members of the advisory board shall elect
a chairman from amongst their number present at the meeting. (Amended, L.N.
18/83 and L.N. 67/85)

20. (1) There shall bean annual general meeting ofthe voting members, to be
held before 31 March in each year at such place as the board may decide, and 14
days' notice of the meeting and of the time and place appointed for the same shall
be given by the secretary to the voting members.

(2) Such notice shall be deemed to have been properly given to a voting
member if sent by prepaid registered post to the last known address in Hong Kong
of such member.

(3) Notification ofthe date and time of such meeting shall also be published in
2 editions of a Chinese newspaper circulating in Hong Kong.

21. (1) At the annual general meeting the board shall submit a report, and the
signed and audited statement of the accounts, and a balance sheet made up to 31
March of the preceding year, which shall be considered and passed if thought fit.

(2) In addition to the election of directors in accordance with paragraph 6,
any matter of which not less than 7 days' notice shall have been given to the
board relating to the management of the corporation may be brought forward and
discussed.

22. (1) At the annual general meeting the chairman shall take the chair.

(2) If the chairman shall not be present, the first vice-chairman, the second
vice-chairman, the third vice-chairman, the fourth vice-chairman, or the fifth
vicechairman in order of seniority shall preside.

(3) In the absence of the chairman and vice-chairman, the voting members
present may elect one of their number to preside.

23. (1) An ordinary general meeting of the voting members shall be convened
at any time for such purposes as the board thinks fit.

(2) Notice of a meeting convened under sub-paragraph (1) shall be sent by the
secretary by prepaid post to each voting member, at his last known address in
Hong Kong, at least 14 days before the date of the meeting, and every such notice






shall specify the place, date and time of such meeting.

24. (1) The accidental omission to give notice of any meeting whatsoever to,
or the non-receipt of any notice of meeting by, any person entitled to receive
notice thereof shall not invalidate the proceedings at that meeting.

(2) A certificate in writing signed by the secretary and stating that a notice
was addressed to a person entitled to notice of a meeting at his last known address
in Hong Kong and posted by prepaid registered post or prepaid post, as the case
may be, shall be conclusive evidence of the facts contained therein.





25. (1) At any general meeting, 20 voting members shall form a quorum. If a
quorum is not present within half an hour from the time appointed for any general
meeting, the meeting shall stand adjourned to the same day in the following week
at the same time and place. If at such adjourned meeting a quorum is not present
the business may be transacted with such number of voting members as may be
present.

(2) The chairman of any general meeting may, with the consent of the
majority present at such meeting, adjourn the 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.

(3) At any general meeting a resolution put to the vote of meeting shall be
decided on a show of hands, and every voting member shall have 1 vote.

(4) Subject to this Ordinance, the board may regulate the procedure at any
general meeting subject to the approval of the advisory board, and (subject to such
approval) may validate any decision taken at any such meeting notwithstanding
any accidental non-compliance with the provisions of this Ordinance.

26. (1) The vote of a firm or society which is a voting member shall be by
proxy.

(2) The instrument appointing any proxy shall be in writing under the hand of
the person appointing the proxy or, in the case of a firm or society, under the
hand of a partner of the firm or an officer of the society.

(3) The instrument appointing any proxy shall be deposited with the board
before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote and in default the instrument of proxy
shall not be treated as valid.

27. (1) The board may make regulations in relation to or providing for the
maintenance, management, operation, regulation or supervision of any of the
homes, nurseries, schools or other institutions under the control of the
corporation.

(2) Notwithstanding anything contained in section 20 of the Interpretation
and General Clauses Ordinance it shall not be necessary to publish any such
regulations in the Gazette.
Originally 77 of 1973. L.N. 150/74. L.N. 253/74. L.N. 144/75. L.N. 18/83. L.N. 67/85. 67 of 1987. Short title. Interpretation. Schedule. (Cap. 1040, 1964 Ed.) Incorporation of the Po Leung Kuk. Matters relating to the corporation. Schedule. Vesting of property. Board may exercise powers of corporation. Accounts. (Cap. 50.) Director to be indemnified. Amendments and alterations. Schedule. Saving. Objects. (Cap. 213.) Powers. (Cap. 29.) Common seal. Membership. Establishment of board. Election of directors. Term of office of directors. Casual vacancies in board. Directors may be re-elected. Directors not re-elected. Election not chairman. Election of vice-chairman. Procedure at election of chairman and vice-chairmen. Causal vacancy in office of chairman. Election to fill casual vacancy in office of chairman or vice-chairman. Board to manage corporation. Quorum and procedure at board meetings. Advisory board. Procedure at meetings of advisory board. Annual general meeting. Business at an annual general meeting. Chairman to preside at annual general meeting. Ordinary general meetings. General provisions with respect to meetings. Procedure at general meetings. Proxies. Power to make regulations. (Cap. 1.)

Originally 77 of 1973. L.N. 150/74. L.N. 253/74. L.N. 144/75. L.N. 18/83. L.N. 67/85. 67 of 1987. Short title. Interpretation. Schedule. (Cap. 1040, 1964 Ed.) Incorporation of the Po Leung Kuk. Matters relating to the corporation. Schedule. Vesting of property. Board may exercise powers of corporation. Accounts. (Cap. 50.) Director to be indemnified. Amendments and alterations. Schedule. Saving. Objects. (Cap. 213.) Powers. (Cap. 29.) Common seal. Membership. Establishment of board. Election of directors. Term of office of directors. Casual vacancies in board. Directors may be re-elected. Directors not re-elected. Election not chairman. Election of vice-chairman. Procedure at election of chairman and vice-chairmen. Causal vacancy in office of chairman. Election to fill casual vacancy in office of chairman or vice-chairman. Board to manage corporation. Quorum and procedure at board meetings. Advisory board. Procedure at meetings of advisory board. Annual general meeting. Business at an annual general meeting. Chairman to preside at annual general meeting. Ordinary general meetings. General provisions with respect to meetings. Procedure at general meetings. Proxies. Power to make regulations. (Cap. 1.)

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