TUNG WAH GROUP OF HOSPITALS ORDINANCE

TUNG WAH GROUP OF HOSPITALS ORDINANCE

LAWS OF HONG KONG

TUNG WAH GROUP OF HOSPITALS

ORDINANCE

CHAPTER 1051





CHAPTER 1051

TUNG WAH GROUP OF HOSPITALS

To repeal and replace the Tung Wah Hospital Ordinance.

[12 February 1971.]

1. This Ordinance may be cited as the Tung Wah Group of
Hospitals Ordinance.

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

'advisory board' means the board continuing to exist by virtue of
paragraph 19 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;

'Chinese' means persons of the Chinese race;

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

'director' means a director of the corporation;

'medical committee' means the committee established by para-
graph 18 of the Schedule;

'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'repealed Ordinance' means the repealed Tung Wah Hospital
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 (1) The corporation existing by virtue of the repealed
Ordinance shall continue to exist.
(2) The corporation-
(a)shall be known as the Tung Wah Group of Hospitals 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 medical committee;

(e) the advisory board;

(f) meetings and procedure,

and otherwise in relation to the corporation.

5. (1) All the immovable property vested in the corporation 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,
stipulations, exceptions, reservations, provisos and powers contained
in and reserved by the said Crown leases.

(2) Any other property, right and privilege vested in the
corporation 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 it was subject at the
commencement of this Ordinance.

6. The board may exercise any of the powers of the corporation
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 corporation
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 appointed by the
corporation, being a professional accountant holding a practising
certificate as provided in the Professional Accountants Ordinance, and
the auditor shall certify the statement of the accounts subject to such
report, if any, as he thinks fit. (Amended, 76 of 1973, s. 3)

(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 & 9.]

1. The objects of the corporation shall be-

(a)to provide the inhabitants of Hong Kong with free medical services in the
following institutions

(i) the Tung Wah Hospital;
(ii) the Kwong Wah Hospital;

(iii) Tung Wah Eastern Hospital; (iv) the Wong Tai Sin Infirmary; (v)
Tung Wah Sandy Bay Convalescent Hospital; and (vi) such other
hospitals, clinics and infirmaries as may be managed by the corporation:

Provided that the board may make such charges for medical services
as it shall from time to time determine;

(b)to manage the Tung Wah Yee Chong and the Wing Pit Ting
farewell pavilion;





(c)to manage the Man Mo Temple Fund in accordance with the provisions of
the Man Mo Temple Ordinance;
(d)to maintain and manage schools and other educational institutions in Hong
Kong;
(e) to pay passages for Chinese destitutes and patients;
(f) to pay for the burial and reburial of Chinese;
(g) to provide funeral services for Chinese;
(h)to collect and administer funds for the relief of any special distress among
Chinese in Hong Kong;
(i) to undertake other charitable work among Chinese outside Hong Kong
with the approval of the Secretary for District Administration. (Amend-
ed, L.N. 67/85)
(j) to maintain and manage homes for the aged;
(k)to maintain and manage convalescent and other similar institutions and to
pay for the transfer of patients to and maintenance of patients in such
institutions;
(l)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;
(m)to provide all kinds of social and cultural services for the Hong Kong
community. (Amended, L.N. 64/75)

2. (1) Without prejudice to any other Ordinance, the corporation shall have
the following powers-
(a)to raise and collect funds, acqu ire, 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 securities of any
corporation or company;
(b)with the approval in writing of the Governor, to grant, sell, convey, assign,
surrender, exchange, partition, yield up, mortgage, transfer or otherwise
dispose of, or let for any period exceeding 3 years, 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 sell, convey, assign, surrender,
exchange, partition, yield up, mortgage, demise, reassign, transfer or
otherwise dispose of any debentures, stock. shares, securities, vessels or
other goods or chattels;
(da) to exercise the powers conferred on the corporation by the Man Mo Temple
Ordinance; (Added, 13 of 1986, s. 5)
(e)with the approval in writing of the Governor, to apply or grant any sum of
money for the development or re-development of any property belonging to
the Man Mo Temple Fund; (Amended, 13 of 1986, s. 5)
(f)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;
(g)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;
(h)to accept any gift of property, whether subject to any special trust or not, for
the benefit of the corporation;
(i)to take such steps by personal or written appeals, public meetings or
otherwise as may from time to time be deemed expedient for the purpose of
procuring contributions to the funds of the corporation, in the form of
donations, annual subscriptions, or otherwise;
(j)to print and publish any newspapers, periodicals, books or leaflets that the
corporation may think desirable for the promotion of its objects;





(k)to borrow and raise money in such manner as the corporation may think fit
and for that purpose to charge all or any part of the property of the
corporation;
(l)to invest any moneys of the corporation not immediately required for any of
its objects in such manner as may from time to time be determined;
(m)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;
(n)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;
(o)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;
(p)to appoint a secretary and such other officers and servants, subject to such
conditions as the corporation thinks fit;
(q)to do all such other lawful things as are incidental or conducive to the
attainment of the above objects;
(r)subject to the provisions of paragraph 1(i) and sub-paragraphs (b), (d) and
(e) of this paragraph with regard to approval or consent, to enter into any
contract with the Government or any other person.
(2) In any transaction for which the consent or approval of the Governor is
required, the signature of the Governor endorsed on the document by means of which
the transaction is effected shall be sufficient evidence that such consent or approval
was obtained.
3. (1) The corporation shall have and may use a common seal, the affixing of
which shall be authenticated by the signature of the chairman and a director of the
corporation.
(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 and societies shall be ordinary members of the
corporation-
(a)any persons or societies who at the commencement of this Ordinance were
or were deemed to be members of the corporation during their life time or
during the existence of the society, by virtue of section 3 of the repealed
Ordinance;

(b) any person or society who 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 or societies shall be voting members of the
corporation-
(a) any person who has been chairman of the board of the corporation;
(b)members of the board shall ex officio be voting members for so long as they
shall continue to be directors;
(c)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 make 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 directors of the corporation at the commencement of
this Ordinance shall constitute the board until 1 April 1971.

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 considera-
tion 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 candi-
dates 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 persons
qualified under the provisions of paragraph 6 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' (Wn) 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.

1 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. (Replaced, L.N. 64/75)





(2) No person who has not been a director in a previous year shall be eligible for
election as a vice-chairman unless no past director is available for election.

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 vice-
chairman 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 vice-
chairman and third vice-chairman shall be the first vice-chairman and the second
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 hospitals, infirmaries,
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. (Replaced, L.N. 236174)
(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) Subject to the agreement between the Government and the corporation,
there shall be a medical committee comprising not more than 14 members.
(2) The Governor may, with the consent of the board, appoint the members of
the medical committee.
(3) The members of the medical committee shall hold office for such period as
may be agreed upon between the Governor and the board.
(4) The board may delegate to the medical committee all necessary powers and
duties so as to enable such committee to act as the executive and administrative
authority in all matters relating to the medical services provided by the corporation
under paragraph 1(a).

19. (1) There shall continue to be an advisory board whose duty shall be to
advise the directors on any matter affecting the corporation or its administration and
to consider appeals which may be brought by any director in accordance with the
agreement between the Government and the corporation.
(2) The advisory board shall consist of not more than 14 persons of whom the
following shall be ex officio members- (Amended, L.N. 236/74)
(a) the Secretary for District Administration. who shall be chairman; (Amend-

ed, L.N. 67/85)
(aa) the Secretary for Health and Welfare; (Added, L.N. 236/74. Amended,
L.N. 18/83)
(b)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)





(c)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)
(d) the immediate past chairman of the board.
(3) The following persons shall also be members-
(a)not more than 8 persons appointed by the Governor, who shall hold office
for a period of 3 years and shall be eligible for re-appointment;
(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 corpora-
tion 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.
be- (6) At a joint meeting of the board and the advisory board the quorum shall

(a)the same number of directors as would have been required to form a
quorum if it were a meeting of the board; and
(b) 4 members of the advisory board. (Replaced, L.N. 236174)
(7) The Secretary for Distfief i~p~hall be the chairman of the 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
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. (Replaced, L.N. 236/74, Amended, L.N. 18/83 and L.N. 67/85)

20. (1) At any meeting ofthe advisory board 4 ofthe 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 of the Secretary for District Administration the Secretary for
Health and Welfare 4all 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. (Replaced, L.N. 236/74. Amended, L.N. 18/83 and L.N. 67/85)

21. There shall bean annual general meeting ofthe voting members, to beheld
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. 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. Notification of the date and time of such
meeting shall also be published in 2 editions of a Chinese newspaper circulating in
Hong Kong,

22. (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 the provisions of
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.

23. At the annual general meeting, the chairman shall take the chair. If he shall
not be present the first vice-chairman, the second vice-chairman or the third
vice-chairman in order of seniority shall preside. In the absence of the chairman and
vice-chainnen, the voting members present may elect one of their number to preside.





24. (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.

25. (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.

26. (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 at the meeting unfinished.
(3) At any general rneeting a resolution put to the vote of the meeting shall be
decided on a show of hands, and every voting member shall have one 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 decisions taken at any such meeting notwithstanding any
accidental non-compliance with the provisions of this Ordinance.

27. (1) The vote of a 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 society, under the hand of an
officer of the society or other authorized person.
(3) The instrument appointing a 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.

28. (1) The board may make regulations in relation to or providing for the
maintenance, management, operation, regulation or control of any of the institutions
mentioned in paragraph 1.
(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 4 of 1971. 76 of 1973. L. N. 236/74. L. N. 64/75. L . N. 18/83. L. N. 67/85. 13 OF 1986. 67 OF 1987. Short title. Interpretation. Schedule. (Cap. 1051, 1964 Ed.) Incorporation of the Tung Wah Group of Hospitals. Matters relating to the corporation. Schedule. Vesting of property. Board may exercise powers of corporation. Accounts. (Cap. 50.) Directors to be indemnified. Amendments and alterations. Schedule. Saving. Objects. (Cap. 154.) Powers. (Cap. 154.) 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 of chairman. Election of vice-chairman. Procedure at election of chairman and vice-chairmen. Casual 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. Medical committee. Advisory board. Procedure at meetings of advisory board. Annual general meeting. Business at 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 4 of 1971. 76 of 1973. L. N. 236/74. L. N. 64/75. L . N. 18/83. L. N. 67/85. 13 OF 1986. 67 OF 1987. Short title. Interpretation. Schedule. (Cap. 1051, 1964 Ed.) Incorporation of the Tung Wah Group of Hospitals. Matters relating to the corporation. Schedule. Vesting of property. Board may exercise powers of corporation. Accounts. (Cap. 50.) Directors to be indemnified. Amendments and alterations. Schedule. Saving. Objects. (Cap. 154.) Powers. (Cap. 154.) 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 of chairman. Election of vice-chairman. Procedure at election of chairman and vice-chairmen. Casual 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. Medical committee. Advisory board. Procedure at meetings of advisory board. Annual general meeting. Business at 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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