Cap. 1021

To provide for the incorporation of The Helena May. (Amended 78 of 1974 s. 2) [17 January 1947](Format changes—E.R. 4 of 2022) 1. Short title This Ordinance may be cited as The Helena May Incorporation Ordinance.(Amended 78 of 1974 s. 3) 2. Interpretation In this Ordinance, unless the context otherwise requires—constitution (章程) means the constitution of The Helena May as set forth in the Schedule and any amendment or variation thereof approved by the Chief Executive which may be made thereunder; (Amended 41 of 1999 s. 3) council (理事會) means the council for the time being of The Helena May appointed in accordance with the constitution.(Amended 78 of 1974 s. 4) 3. Incorporation (1) The members of the council of The Helena May and their successors in office as hereinafter defined shall be a body corporate, hereinafter called the corporation, and shall have the name of “The Helena May”, and in that name shall have perpetual succession and shall and may sue and be sued in all courts in Hong Kong and shall and may have and use a common seal. (Amended 78 of 1974 s. 5; 41 of 1999 s. 3)(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. (Amended 9 of 1950 Schedule)(3) The corporation shall from time to time and at all times inform the Registrar of Companies of all changes in the membership of the council. (Amended 78 of 1974 s. 5)(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. Powers of the corporation (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 situate, 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 and to borrow money, give receipts, guarantees and indemnities, upon such terms as to the corporation may seem fit. (Amended 78 of 1974 s. 6)(3) Notwithstanding the provisions of subsection (2), the corporation shall not sell, convey, assign or dispose of the lands vested in the corporation or any buildings thereon or any part thereof to any person without the written licence of the Chief Executive 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 Government. (Amended 78 of 1974 s. 6; 41 of 1999 s. 3) 5. Execution of documents All deeds and other instruments requiring the common seal of the corporation shall be sealed in the presence of 2 members of the council and shall be signed by such 2 members and the secretary for the time being. 6. Internal management All matters of internal management shall be settled and carried out in accordance with the constitution. 7. Saving Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, 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.(Amended 41 of 1999 s. 3) Schedule [s. 2]Constitution of The Helena May General Policy 1. This constitution may be cited as the Constitution of The Helena May. 2. In this constitution, unless the context otherwise requires—Ordinance (條例) means The Helena May Incorporation Ordinance (Cap. 1021);secretary (秘書) means the secretary for the time being of the corporation. 3. The object of the corporation shall be to provide for the welfare of women and girls in Hong Kong and for that purpose to—(a) furnish and maintain the premises from time to time belonging to the corporation;(b) provide therein board and lodging and the amenities of a club; and(c) 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 attainment of the object of the corporation. 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 corporation, whencesoever derived, shall be used and applied solely towards the promotion of the object of the corporation.Membership 7. There shall be 2 categories of members of the association conducted by the corporation, namely—(a) residential members, that is to say members living in the premises owned or managed by the corporation (hereinafter called the premises) ; and(b) subscriber members, that is to say members not living in the premises but to whom the club amenities are available. 8. (1) 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.(2) Every applicant for subscriber membership shall be proposed by 1 subscriber member and seconded by another subscriber member, both being able from personal knowledge to vouch for her fitness for membership. 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 premises.(3) It shall be competent for the council to establish itself as a balloting committee or to delegate the balloting for new members to a balloting sub-committee (and in the case of any such delegation any decision of the balloting sub-committee shall be final and not subject to ratification notwithstanding the provisions of paragraph 26). In the event that the council shall so decide the balloting committee or sub-committee shall be governed by paragraphs 9 and 10. 9. (1) The balloting committee or sub-committee shall be deemed to be lawfully constituted notwithstanding any vacancies therein arising through any vacancy or any other cause.(2) The balloting committee shall choose its own chairman from among the members of that committee.(3) No member of the balloting committee shall on any occasion vote by proxy. 10. (1) After the expiration of not less than 7 days after the posting of the notice referred to in paragraph 8(2) the ballot shall be open between the hours of 10 a.m. and 7 p.m. for 5 days, exclusive of Sundays.(2) The ballot box shall then be opened in the presence of 2 members of the balloting committee or sub-committee.(3) In the event of less than 5 members having balloted affirmatively within the said period of 5 days, the chairman or any 3 members of the balloting committee may direct that the ballot shall remain open for a further period of 5 days immediately succeeding the original period of the ballot.(4) Should 5 members not have recorded their votes affirmatively before the conclusion of the ballot the applicant shall be deemed not to have been elected.(5) Not less than 5 affirmative votes shall constitute a ballot and 1 negative vote in 5 shall exclude.(6) The number of votes shall not be disclosed. 11. (1) On the election of a member she shall be notified in writing and shall forthwith sign the roll of 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.(2) If at any time after an applicant has been accepted as a residential or subscriber member the council shall ascertain that she has been elected under any misrepresentation, then the council shall, after inquiry and notice to the person so elected, have power to erase her name from the roll of residential or subscriber members (as the case may be) and she shall forthwith cease to be a member.(3) No applicant proposed and not elected shall be proposed again until after the expiration of 3 months. The secretary shall give notice in writing to the proposer and seconder of any applicant who fails to gain membership.(4) The council may in its discretion permit any person who has been duly proposed and seconded as a residential or subscriber member to enjoy the rights and privileges of a member pending election on such terms as it shall think fit.(5) The council may from time to time fill any casual vacancies in the balloting sub-committee that may occur. 12. (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 throughout her period of residence have and enjoy all the obligations and privileges of a subscriber member other than the election of council members under paragraphs 20 and 32.(2) A subscriber member shall pay to the corporation as from the beginning of the month during which she is admitted to membership such monthly or other subscription and other charges as the council may specify.(3) All members shall comply with the by-laws. 13. (1) If any member shall fail to pay any moneys due from her to the corporation as and when payment 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 premises or elsewhere, in a manner calculated unduly to inconvenience the other members or likely to be injurious to the reputation or interests of the corporation or the association conducted by the corporation, the council may call upon her to resign forthwith and if she shall fail to resign may strike her name off the roll of members or, if the council so thinks fit, may suspend her membership for a period not exceeding 6 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 premises and any claim upon any property of the corporation, but the council may, for cause shown, reinstate any such member. 14. A residential member who ceases to reside in the premises shall be deemed, subject to the payment of the appropriate subscription and other moneys due (if any), to become a subscriber member, unless she ceases to reside in the premises as a result of action taken by the council under paragraph 11(2) or paragraph 13(1) or (2) or unless she informs the secretary in writing that she does not wish to become a subscriber member. 15. (1) A subscriber member who may be leaving Hong Kong for 3 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 Hong Kong, but shall pay the full monthly subscription for any parts of months during which she is resident in Hong Kong.(2) A subscriber member whose name has not been placed on the absent members list and who shall be absent from Hong Kong for more than 8 months at a time without paying her subscription and an absent member who shall be absent from Hong Kong for more than 2 years at a time shall be deemed to have resigned. (Amended 41 of 1999 s. 3) 16. No member whose subscription is in arrear or who shall have failed to pay any moneys due from her to the corporation shall be competent to propose or second any applicant for membership or bring a visitor to the premises or to vote on any occasion whatsoever. 17. A subscriber member may relinquish her membership by giving notice to the secretary but will be held liable for the subscription for the month in which notice is given.Management 18. The management of the affairs of the corporation shall be vested in the council. 19. Subject to the provisions of the Ordinance, the council shall consist of not more than 20 and not less than 10 members of whom—(a) not more than 15 nor less than 8 shall be subscriber members resident in Hong Kong at the time of their appointment; (Amended 41 of 1999 s. 3)(b) not more than 5 nor less than 2 shall be residential members at the time of their appointment. 20. (1) Any 2 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 premises not less than 2 clear days before the date of the annual general meeting.(2) If the number of subscriber members so nominated does not exceed the maximum number mentioned in sub-paragraph (a) of paragraph 19, the persons nominated in respect of that class may be elected en bloc by resolution of the subscriber members at the annual general meeting.(3) If the number does exceed the maximum number specified in sub-paragraph (a) of paragraph 19, then balloting lists of the names of the persons so nominated of that class shall be circulated and each subscriber member present at the annual general meeting shall hand in her list with the number of names unerased not exceeding the maximum number specified in the said sub-paragraph (a). The persons gaining in the respective classes the greatest number of votes shall be deemed to be elected.(4) A subscriber member whose name is placed on the absent members list or who is absent from Hong Kong for more than 3 months at a time or who resigns, shall forthwith cease to be a member of the council. (Amended 41 of 1999 s. 3) 21. (1) Not less than 14 days before the date fixed for the annual general meeting, the secretary shall give notice convening a meeting of the residential members to be held not less than 7 days before the annual general meeting for the purpose of electing members of the council from among their number in accordance with paragraph 19(b).(2) Any 2 residential members shall be at liberty to nominate residential members to serve upon the council (having first obtained their consent).(3) Nominations shall be lodged with the secretary not less than 2 clear days before the date for which the meeting is convened and the names of those nominated shall be posted on the notice board in the premises.(4) If the number of persons nominated does not exceed the maximum number mentioned in sub-paragraph (b) of paragraph 19, the members nominated may be elected en bloc by resolution at the meeting of residential members.(5) If the number nominated does exceed the maximum number mentioned in sub-paragraph (b) of paragraph 19 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 the number of names unerased the maximum number specified in the said sub-paragraph (b), and the persons nominated and securing the greatest number of votes shall be deemed to be elected.(6) A residential member of the council who ceases to reside in the premises shall forthwith cease to be a member of the council. 22. Members of the council shall hold office from the date of the annual meeting at which the subscriber members are elected until the newly elected members come into office at or after the next annual general meeting. Members of the council shall be eligible for re-election. 23. (1) Whenever the seat of any member of the council shall become vacant from any cause whatsoever or it shall be considered expedient for any reason to increase the number of council members holding office for the time being (due regard being given always that the numbers shall not exceed those specified by paragraph 19) 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 specified by paragraph 19.(2) Such person shall hold her place in the council until the next annual general meeting. 24. (1) The council shall choose its own chairman and vice-chairman from among its members.(2) Five members of the council personally present shall be a quorum for a meeting of the council. 25. The council may appoint an honorary secretary or an honorary treasurer and such other officers and servants (whether honorary or paid including a paid secretary or treasurer) as it may deem necessary and at such remuneration as it shall think fit. 26. The council may form such sub-committees as it may think fit for the management of the affairs of the corporation or the association 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. 27. (1) The council may make all necessary rules for the regulation and management of the affairs of the corporation and in particular (but without prejudice to the generality of the foregoing) may make rules for all or any of the following matters—(a) the conduct of the business at meetings;(b) the forms to be used for application for membership;(c) the number of persons to be admitted to membership;(d) the conduct of ballots for membership;(e) the amount and time for payment of subscriptions and other charges;(f) the admission of and privileges to be extended to visitors; and(g) the regulation of the conduct of residential and subscriber members,and may from time to time amend, vary, rescind, or suspend any rules made and make or issue new rules.(2) 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.Meetings 28. The annual general meeting of the residential and subscriber members shall be held in the month of October in each year or as soon thereafter as may be possible, at the premises on a date and at a time to be fixed by the council. 29. (1) The council may whenever it considers it necessary or advisable so to do and shall on the requisition in writing signed by any 20 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 business to be transacted.(2) 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 premises together with a copy of the notice convening the meeting. 30. 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 Hong Kong not less than 10 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. (Amended 41 of 1999 s. 3) 31. 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 3 days before such meeting. 32. 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 that for the residential members of the council as provided in paragraph 21. 33. Ten members whether residential or subscriber personally present shall be a quorum for an annual or extraordinary general meeting and no voting by proxy shall be allowed.Amendment of the Constitution 34. (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 7 days before the date fixed for holding the annual general meeting. Alternatively if the council shall consider that it is expedient to put forward a proposal for alteration, amendment or rescission of the constitution at any other time, the council may require the secretary to and the secretary shall therefor convene an extraordinary meeting of members of which at least 14 days’ notice shall be given to all members together with the substance of the proposed alteration or rescission. (Amended E.R. 4 of 2022)(2) 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 premises not less than 3 clear days before the annual general meeting.(3) 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. 35. 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 or extraordinary general meeting of the members and voting thereon. 36. No alteration, amendment or rescission of the constitution shall come into operation until the same shall have been approved by the Chief Executive. (Amended 41 of 1999 s. 3)Accounts 37. The council shall cause true accounts to be kept of the moneys received and expended and of the assets, credits and liabilities of the corporation. 38. The accounts shall be made up to the 31st 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. 39. Not less than 10 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 except members whose names are on the absent members list.Indemnity 40. 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.(Schedule replaced 78 of 1974 s. 7)