MEMORANDUM OF ASSOCIATION OF HARVARD CLUB OF HONG KONG LIMITED

ARTICLES OF ASSOCIATION OF HARVARD CLUB OF HONG KONG LIMITED

First:- The name of the company is HARVARD CLUB OF HONG KONG LIMITED 哈 佛 大 學 香 港 校 友 會 有 限 公 司 (hereinafter called "the Company").

Second:- The registered office of the Company will be situate in the Hong Kong Special Administrative Region of the People's Republic of China (hereinafter called "Hong Kong").

Third:- The objects for which the Company is established are:-

1. To promote and support in Hong Kong and Mainland China the principles and objectives of Harvard University.
2. To engage in informative and social activities for the edification, fellowship and enjoyment of members and guests.
3. To raise and use funds for (a) the Company's activities; (b) donation to Harvard University or to Harvard students in the form of scholarship grants; and (d) donation to other selected educational and charitable activities.
4. To assist in the recruitment of students for attendance at Harvard University.
5. To undertake projects and activities to promote the interests of Harvard University and the Company.
6. To provide for the delivery and holding of lectures, seminars, exhibitions, public meetings, classes, conferences and contests and to publish bulletins or other publications conducive to the promotion of the Company's objects.
7. To act as custodian of funds and donations, to make appropriation of funds and donations and profits, if any, in compliance with the resolutions of the Company provided that all such appropriation of funds and donations and profits are used for the promotion, encouragement and advancement of the objects of the Company and for other purposes of a charitable nature beneficial to the community.
8. To accept and receive contributions, donations, devises and bequests of any movable or immovable property or funds for all or any of the objects of the Company.
9. To raise money by subscription or other lawful means for the purpose of any of the objects herein provided.
10. To receive any gift of any property whether real, personal or pecuniary and whether or not subject to any trust for any one or more of the objects herein provided for.
11. In the furtherance of the Company's charitable objects, to develop and in turn to account for any interest in real or personal property acquired by the Company or in which the Company is interested, and in particular by laying out the same for building purposes, constructing, altering, repairing, demolishing, decorating, maintaining, furnishing, fitting up any building, and by planting, draining, farming, letting or building lease or building agreement any land, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
12. To undertake and execute any trusts which may be lawfully undertaken by the Company and may be conducive to its objects.
13. To employ and remunerate and from time to time if thought fit dismiss and replace with others such clerks or servants or other employees as the Company may think fit and lawyers, accountants, surveyors or other professional or non- professional advisers or consultants as may be considered expedient.
14. For the sole purpose of managing the Company's assets and to utilise any profit or proceeds derived therefrom for the furtherance of the objects of the Company but not otherwise, subscribe or acquire by any means whatsoever and to hold and deal in shares, stocks, debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in any part of the world, and debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body, or authority, supreme, municipal, local or otherwise whatsoever and mortgages, charges and other securities created or constituted by any person or body corporate in respect of any property movable or immovable wherever situate.
15. To enter into any arrangements or contracts with any governments or authorities, supreme, municipal, local or otherwise or with any person or company that may seem conducive to the objects of the Company or any of them and to obtain from any such government or authority, person or company any rights, privileges and concessions which the Company may think desirable to obtain and to carry out, exercise and comply with any such arrangements, contracts, rights, privileges and concessions.
16. In the furtherance of the Company's charitable objects, to sell, let or lease, exchange, deal with or otherwise dispose of all the property of the Company or any part thereof or its rights, interest and privileges for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other company.
17. To obtain any order in council, enactment or ordinance for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company constitution.
18. To support or, as the case may require, oppose any proceedings or applications which may seem calculated directly or indirectly to benefit or, as the case may be, prejudice the Company interests.
19. To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company and subject to the provisions hereof to remunerate any person or persons for services rendered in the promotion and establishment of the Company by payment in cash, or by the issue of debentures or other securities of the Company or partly in cash and partly in debentures or in any other manner allowed by law.
20. To do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as trustees or agents, for, any company, association or person, or by or through any trustees or agents in the furtherance of the objects of the Company but not otherwise.
21. To purchase, take on lease or in exchange, hire or otherwise acquire any movable or immovable property and any rights or privileges which the Company may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Company.
22. To manage, improve, maintain, demise, underlet, lease out and mortgage, charge or otherwise all or any part of the lands, buildings, easements and properties, immovable or movable, of the Company for the purpose of the Company.
23. To open and operate banking accounts of the Company, to make, give, accept, indorse, transfer, discount and negotiate bills of exchange, promissory notes, cheques or other similar instruments.
24. For the purposes of the Company, to borrow or otherwise raise money with or without security and, for that purpose, to charge all or any part of the property of the Company and to guarantee or undertake the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into in any way by the Company and to secure the same in such manner as the Board shall think fit.
25. To invest and deal with the money of the Company not immediately required in such manner as may from time to time be thought fit.
26. To carry out any other lawful acts or things conducive to the foregoing objects of the Company.
    Provided that: -
    
    1. The Company shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulation or restriction which would make it a trade union.
    2. In case the Company shall take or hold any property which may be subject to any trusts, the Company will only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
    3. The powers set forth in the seventh schedule to the Companies Ordinance Cap. 32 shall not apply to the Company.
    And it is hereby declared that the intention is that the objects specified in each paragraph of this Clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

Fourth:- The liability of the members is limited.

Fifth:- Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding the sum of One Hundred Hong Kong Dollars.

Sixth:- The income and property of the Company whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth herein, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time have been or are members of the Company or any or either of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration or salary to any employees of officers or members or to any other persons in return for services actually rendered to the Company but so that no member of the Board or governing body should be appointed to any salaried office of the Company or any office of the Company which shall be paid by fees and no remuneration or other benefit in money or money's worth should be given by the Company to any member of the Board or governing body.

Seventh:- If upon the winding-up of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company and which institution or institutions shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause 6 hereof, such institution or institutions to be determined by members of the Company before the time of dissolution or in default thereof by such Judge of the High Court of Hong Kong as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable objects.

Eighth:- True accounts shall be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place and of the property, credits and liabilities of the Company and subject to any reasonable restrictions as to the time and manner of inspecting the same which may be imposed in accordance with the regulations of the Company for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more authorised Auditor or Auditors.

We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association:-

Dated the 15th day of September, 2001.
WITNESS to the above signatures:-

(Sd.) CHAN KAI-HUNG, ALFRED
Solicitor, Hong Kong SAR
S. K. Lam, Alfred Chan & Co.
Solicitors & Notaries
Rm. 202, 2/F., Dina House,
Ruttonjee Centre,
11 Duddell Street,
Central, Hong Kong.

PRELIMINARY

1. In the interpretation of these Articles, unless there is something in the subject or context inconsistent therewith, the following words and expressions shall have the following meaning:-
   "Board" means the board of directors of the Company.
   "Company" means the company registered as "HARVARD CLUB OF HONG KONG LIMITED 哈 佛 大 學 香 港 校 友 會 有 限 公 司 ".
   "Directors" means the directors of the Company as appointed from time to time by the Company.
   "Ordinance" means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong.
   "President" and "Vice-President" means the President and Vice-President of the Board.
   "Secretary" means the secretary of the Company as appointed from time to time by the Company.
   Words importing the masculine gender also include the feminine and neuter genders.

MEMBERS

2. The number of members of the Company shall be unlimited.
3. The first members of the Company shall be the subscribers to the Memorandum of Association and these Articles.
4. A Member is an individual of any nationality (a) who is a degree holder or honorary degree holder from Harvard University, (b) who has attended non-degree programs offered by Harvard University or (c) who has otherwise had a significant affiliation with Harvard University consistent with the objectives of the Company, including, without limitation, Harvard Yenching Institute Fellows, John Fairbank Center for East Asian Research Fellows, and Visiting Scholars. There are five sub-categories of Members, namely Recent Undergraduates (graduated within the last two years), Annual, Biennial, Permanent and Patron, with different subscription fee levels. Only Members shall have a right to vote at any Meeting of the Company and shall be eligible to become Directors.
5. In recognition of those individuals who actively support the objectives of the Company and wish to participate in the activities of the Company but do not qualify as Members, a provision is hereby made for “Friends of the Harvard Club of Hong Kong” (or “Friends”). There are three sub-categories of Friends, namely Lifetime, Annual and Biennial Friend, with different subscription fee levels. Those individuals heretofore referred to as “Associate Members” shall henceforth be referred to as “Friends” as herein described with the corresponding level of subscription. Friends shall not have a right to vote at any Meeting of the Company and shall not be eligible to become Directors.
6. Subject to the foregoing Articles 4 and 5, the Board shall have full discretion as to the admission of any person to Membership.
7. The annual subscription fee payable by Members shall be determined by the Board from time to time and shall be posted on the Company’s website.
8. Any Member who has paid the annual subscription fee shall be entitled to run for the Board of the Company.
9. Any Member or Friend whose annual subscription fee has not been paid shall ipso facto cease to be a Member or Friend, as the case may be, of the Company but may, in the discretion of the Board, be readmitted to Membership or Friendship.
10. Any Member may withdraw his Membership from the Company by giving one month's notice in writing to the Secretary of his intention so to do.
11. If any Member violates any of these Articles or if his conduct in or out of the Company shall in the opinion of the Board be injurious to the character or interests of the Company or be derogatory to any other Member’s status in society, it shall be the duty of the Board to invite the Member complained of by letter to give an explanation of his conduct and to appear before a meeting of the Board convened to consider his case. If he shall not explain his conduct to the satisfaction of the Board, the Board shall call upon him to withdraw, and should he not do so within a week, his name shall be erased from the register of Members and he shall ipso facto cease to be a Member of the Company, provided always that the decision calling upon him to withdraw shall be supported by at least two-thirds of the Board present at such meeting.
12. Any Member who has withdrawn his Membership from the Company shall forfeit all rights in and claims upon the Company and its property.
    

GENERAL MEETINGS

13. A General Meeting shall be held once every calendar year at such time during the fourth quarter of such calendar year and at such place as may be prescribed by the Board.
14. The above-mentioned General Meeting shall be called Annual General Meeting; all other General Meetings shall be called Extraordinary General Meetings.
15. The Board may, whenever it thinks fit, convene an Extraordinary General Meeting, and an Extraordinary General Meeting shall also be convened on the requisition in writing of not less than five (5) Members having the right to vote.

NOTICE OF GENERAL MEETINGS

16. Subject to the provisions of Section 116(1) of the Ordinance relating to special resolutions, 14 clear days' notice at the least specifying the place, the day and hour of the meeting and, in the case of special business, the general nature of that business, shall be given to such persons who are, under these Articles, entitled to receive such notice from the Company; but with the consent of all the Members entitled to receive notice of any particular meeting, that meeting may be convened by such shorter notice and in such manner as these Members shall think fit.
17. The accidental omission to give notice of a meeting to, or non-receipt of any notice of a meeting by, any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

18. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all those transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheet, and the annual report of the Directors and Auditor, the election of the Directors and the appointment of the Auditor and the fixing of their remuneration.
19. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, ten (10) Members present shall be a quorum.
20. Members may attend the General Meeting in person or by proxy. A Member who wishes to appoint a proxy to attend and vote at the General Meeting on his behalf must issue a proxy appointment letter in the form prescribed by the Board, and such proxy appointment letter must reach the President or Co-President no later than 5 pm on the day one (1) business day prior to the scheduled date of the Meeting.
21. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.
22. The President (or, as the case may be, a Co-President) shall preside as chairman at every general meeting of the Company.
23. If at any meeting the President is not present (or, as the case may be, neither Co-President is present) within thirty minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose someone of their number to be chairman of the meeting.
24. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
25. Every matter to be resolved at a General Meeting shall be determined by a majority vote of the Members, each Member having one vote, and the chairman having in addition to his own vote a second or casting vote only in case of a tie vote.
26. A declaration by the chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.
27. No Member shall be entitled to vote, either in person or by proxy, at any meeting unless all moneys presently payable by him to the Company have been paid.

THE SEAL

28. The Seal of the Company shall not be affixed to any instrument except by a resolution of the Board and in the presence of such person or persons as the Board may appoint for the purpose and such person or persons shall sign every instrument to which the Seal of the Company is so affixed in his or their presence.

MANAGEMENT

29. The management of the affairs, administration and business of the Company shall be vested in the Board who may exercise all such powers and do all such acts and things as the Company is by its Memorandum and these presents or otherwise authorised to exercise or do and are not hereby or by the Ordinance required to be exercised or done by the Company in general meeting but subject nevertheless to the provision of the Ordinance and of these presents and to any regulations (not being inconsistent with these presents) from time to time made by the Company in general meeting; provided that no such regulation shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

BOARD

30. The first Directors shall be nominated by the subscribers to the Memorandum and Articles of Association.
31. The Board shall consist of not less than two (2) and not more than eleven (11) directors.
32. Members of the Board shall be elected by Members of the Company at the Annual General Meeting by a majority vote of the Members in attendance or represented by proxies and shall hold office until the conclusion of the second Annual General Meeting next following their election; provided that:-
    (a) The incoming Board shall hold its first meeting as soon as practicable, but in any event within three (3) weeks after the Meeting that elected such Board.
    (b) To the extent that any matter of the Company needs to be dealt with by the Board prior to such first meeting of the incoming Board and the matter could not reasonably be deferred to such first meeting, then the outgoing Board shall be authorised to deal with such matter in the best interest of the Company with prior consultation with the majority of the incoming Board.
    (c) Solely with respect of the Annual General Meeting of 2006, five (5) of the Directors, as determined by the Board conducting the 2006 Meeting, shall hold office until the conclusion of the first Annual General Meeting next following the 2006 Meeting, with the remainder of the Directors holding a 2-year term as provided in the introductory phrase of this Article 32.
33. Members of the Board shall elect a President or two Co-Presidents, Secretary, Treasurer and may elect Vice President(s) and other officers as deemed appropriate by the Board. The election of Officers should take place at the first meeting of the newly elected Board to be held in compliance with Article 30(a) above. The President (or each Co-President, as the case may be) must be a holder of a Harvard degree. The same person shall not hold the office of the President (or Co-President, as the case may be) for more than two (2) consecutive terms, provided that the majority of the Board (not counting that person, who shall not vote on this matter) may elect to waive such term limit for such person, with such waiver to be required for each consecutive term following the first two (2) terms.
34. The outgoing Board shall provide all reasonable assistance to the incoming Board, including by way of having sub-group meetings, to facilitate the administrative and other transitional matters, including the proper handover of the books, records, manuals, funds, other property and arrangements, and thus enable the incoming Board to hold its first meeting as soon as practicable as contemplated by Article 32(a).
35. The Board shall have the power at any time to appoint a person to fill any vacancy on its body and any person so appointed shall be subject to retirement at the time at which the Director in whose place he is so appointed would have been subject to retirement had he remained in office.
36. The Company may by ordinary resolution remove any Director before the expiration of his period of office and may by ordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.

PROCEEDINGS OF THE BOARD

37. The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and business as it may think fit.
38. The President (or a Co-President), or in the absence of the President or Co-Presidents, as the case may be, a Vice-President, shall preside at meetings of the Board.
39. No business shall be transacted a any meeting of the Board unless at least the majority of Directors are present.
40. Questions arising at any Board meeting shall be decided by a majority vote and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.
41. The continuing Directors may act notwithstanding any vacancy in that body but if and so long as the number is reduced below the number fixed by or pursuant to the regulations of the Company as the necessary quorum of Directors, the continuing Directors may act for the purpose of (a) filling up vacancies in their body or (b) summoning a General Meeting of the Company, but for no other purpose.
42. The Board may, if it thinks fit, transact any of its business by the circulation of papers, and a resolution in writing signed by a majority of the Directors thereof shall be valid and effectual as if it has been passed at a meeting of the Board.
43. A Director may not receive any salary from the Company but he shall be indemnified out of the funds of the Company in respect of travelling and other expenditure properly incurred in and about the affairs of the Company.
44. Except as provided in Article 42 a meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all the authorities, powers and discretion by or under the regulations of the Company for the time being vested in the Board generally.
45. (a) The Board may, from time to time, appoint such committees as it considers necessary for securing the efficient discharge of its functions and may delegate to any committees its powers and duties provided that no delegation made hereunder shall preclude the Board from exercising or performing or resuming at any time any of the powers and duties so delegated.
    (b) Any Member of the Company may be appointed a member of any committee provided that the chairman of such committee must be a Director.
    (c) Any committee so appointed shall, in exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
    (d) Without limiting the generality of the foregoing, the Board shall appoint the nominating committee, from time to time, for the purpose of recommending a slate of Director candidates to the Board and at the General Meeting. The nominating committee shall consist of three Directors, namely the President and two other Directors selected by the Board, or the Co-Presidents and one other Director selected by the Board, as the case may be.
46. All acts done by any meeting of the Board or a committee or by any person acting as a member of the Board or committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or committee or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or qualified to be a member of the Board or committee.
47. The Board shall cause proper minutes to be made in books provided for the purpose:-
    (a) of all the appointments of committees made by the Board;
    (b) of the names of the members present at each meeting of the Board and of any committee thereof;
    (c) of all the resolutions and proceedings at all meetings of the Company and of the Board and of committees of the Board.
48. The office of a Director shall be vacated if:-
    (a) He becomes bankrupt or makes a composition or scheme of arrangement with his creditors;
    (b) He is found lunatic or becomes of unsound mind;
    (c) He resigns his office by notice in writing to the Company;
49. The Board shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place and the assets and liabilities of the Company.
50. The books of account shall be kept at the Registered Office of the Company or at such other place or places as the Board thinks fit, and shall always be opened to the inspection of the Directors.
51. The Board shall from time to time determine at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of persons not being Directors and no person (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or by the Memorandum of Association or authorised by the Board or by the Company in general meeting.
52. The Board shall from time to time, in accordance with Section 122 of the Ordinance, cause to be prepared and to be laid before the Company in General Meeting such income and expenditure accounts, balance sheets and reports as are referred to in that section.
53. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting together with a copy of the Auditor's Report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notice of General Meetings of the Company.
54. The Treasurer shall receive all subscriptions and all other moneys coming into the Company. His receipts shall be the only sufficient discharge and he shall pay into a bank to be named by the Board all money received by him.
55. All cheques shall be co-signed by any two (2) of the Directors who are designated as authorised signatories of the Company by the Board from time to time.

AUDIT

56. Auditors shall be appointed and their duties regulated in accordance with Sections 131, 140,140A, 140B and 141 of the Ordinance.

INDEMNITY

57. Every Director, officer or other servant of the Company shall be indemnified out of the funds of the Company against all liability incurred by him as such Director, officer or servant in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted or in connection with an application under section 358 of the Ordinance in which relief is granted to him by the Court.

SECRETARY

58. The Board may from time to time by resolution appoint or remove a Secretary. In the event that the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised. The first Secretary shall be BERNARD YAT NGA CHANG.

Dated the 15th day of September, 2001.
WITNESS to the above signatures:-

(Sd.) CHAN KAI-HUNG, ALFRED
Solicitor, Hong Kong SAR
S. K. Lam, Alfred Chan & Co.
Solicitors & Notaries
Rm. 202, 2/F., Dina House,
Ruttonjee Centre,
11 Duddell Street,
Central, Hong Kong.