Cap. 1143

To provide for the incorporation of the Spiritual Assembly of the Baha’is of Hong Kong and to provide for matters incidental thereto or connected therewith. [17 June 1988](Format changes—E.R. 4 of 2023) 1. Short title This Ordinance may be cited as The Spiritual Assembly of the Baha’is of Hong Kong Incorporation Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—Assembly (總會) means the Spiritual Assembly for the time being elected by the members of the Baha’i community of Hong Kong in accordance with the constitution;company (公司、該公司) means the company incorporated, and registered by the name “The National Spiritual Assembly of the Baha’is of Hong Kong”, under the relevant Ordinance; (Amended E.R. 3 of 2015; 28 of 2012 ss. 912 & 920)constitution (章程) means the constitution of the Assembly as set forth in the First Schedule and any amendments thereto made from time to time in accordance with such constitution;contract of employment (僱傭合約) means a contract of employment, whether express or implied and, if express, whether oral or in writing; employee (僱員) means— (a) in relation to the company, a person who works for the company under a contract of employment; and (b) in relation to the Assembly, a person who works for the Assembly under a contract of employment and includes a person who was, immediately before the commencement# of this Ordinance, a person referred to in paragraph (a); (Amended 28 of 2012 ss. 912 & 920) relevant Ordinance (《有關條例》) means the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date* of section 2 of Schedule 9 to the Companies Ordinance (Cap. 622). (Added 28 of 2012 ss. 912 & 920) Editorial Note: # Commencement date : 17 June 1988. * Commencement date : 3 March 2014. 3. Incorporation The Assembly shall be a body corporate under the name of “The Spiritual Assembly of the Baha’is of Hong Kong” with exclusive right to use that name in Hong Kong and in that name shall have perpetual succession and may sue and be sued and shall have and may use a common seal. 4. Objects of the Assembly The objects of the Assembly and its members shall be to administer the affairs of the Cause of Baha’u’llah for the benefit of the Baha’is of Hong Kong according to the principles of Baha’i affiliation and administration created and established by Baha’u’llah, Founder of the Baha’i Faith, by ‘Abdu’l-Baha, its Interpreter and Exemplar, by Shoghi Effendi, its Guardian and for the Assembly and its members to carry out on behalf of themselves and their successors the sacred Trust and religious standard established by Baha’u’llah for Baha’i administrative bodies in the words: “Be ye Trustees of the Merciful One among men” and to seek the help of God and His guidance in order to fulfil that exhortation. 5. Powers of the Assembly The Assembly shall have power—(a) to acquire, take on lease, purchase, hold and enjoy property, movable or immovable, and sell, let or otherwise dispose of or deal with such property;(b) to enter into any contract;(c) to apply for and receive sponsorships, receive gifts, whether on trust or otherwise, and act as trustee of moneys or other property vested in it on trust;(d) to grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any lands, buildings, messuages or tenements, mortgages, debentures, stocks, shares, securities, goods or chattels vested in the Assembly on such terms as the Assembly may deem fit; and(e) generally to do all such other things as may appear to be incidental or conducive to the furtherance of its objects. 6. Assembly to exercise powers in accordance with the constitution (1) The Assembly shall be subject to the control of the constitution and shall exercise its powers in accordance with such constitution.(2) The constitution of the Assembly may be amended at any time and from time to time in accordance with its provisions for the time being in force.(3) Any amendment of the constitution shall be effective upon—(a) a copy thereof, certified by the Secretary of the Assembly or a member thereof acting as Secretary, being lodged with the Registrar of Companies; and(b) such amendment being published in the Gazette. 7. Execution of documents All documents requiring the seal of the Assembly shall be sealed with its common seal in the presence of two members of the Assembly and shall be signed by such two members and the Secretary for the time being, and such signing shall be prima facie evidence that the said seal was duly affixed and that the same is the lawful seal of the Assembly. 8. Vesting of properties, etc. (1) On and from the commencement* of this Ordinance—(a) all those pieces or parcels of land specified in the Second Schedule which immediately prior to the commencement of this Ordinance were vested in the company together with all rights, easements and appurtenances thereto shall vest in the Assembly for the unexpired residues of the respective terms of years created by the Crown Leases or Conditions of Grant specified opposite each such piece or parcel, subject to the payment of the rent and performance and observance of the covenants and conditions reserved by and contained in the said Crown Leases and Conditions of Grant, and subject to such leases, tenancies, easements and other rights as may be subsisting in relation to the premises upon the commencement of this Ordinance;(b) all moneys and liquidated and unliquidated claims that, immediately before that commencement, were payable to or recoverable by the company shall be moneys and liquidated and unliquidated claims payable to or recoverable by the Assembly;(c) all proceedings commenced before that commencement by the company and pending immediately before that commencement shall be deemed to be proceedings pending by the Assembly and all proceedings so commenced by any person against the company and pending immediately before the commencement shall be deemed to be proceedings pending by that person against the Assembly;(d) all contracts, agreements, arrangements and undertakings entered into with, and all securities lawfully given to or by, the company and in force immediately before that commencement shall be deemed to be contracts, agreements, arrangements and undertakings entered into with and securities given to or by the Assembly;(e) the Assembly may, in addition to pursuing any other remedies or exercising any other powers that may be available to it, pursue the same remedies for the recovery of money and claims referred to in this section and for the prosecution of actions and proceedings so referred to as the company might have done but for this Ordinance;(f) the Assembly may enforce and realize any security or charge existing immediately before that commencement in favour of the company and may exercise any powers thereby conferred on the company as if the security or charge were a security or charge in favour of the Assembly; and(g) all debts, money and claims, liquidated and unliquidated, that, immediately before the commencement, were due or payable by, or recoverable against, the company shall be debts due by, money payable by and claims recoverable against, the Assembly.(2) No stamp duty shall be payable in respect of any vesting under this section of movable or immovable property. Editorial Note: * Commencement date : 17 June 1988. 9. Saving of employees of the company Any person who was, immediately before the commencement* of this Ordinance, an employee of the company shall, on and from that commencement, be an employee of the Assembly on the same terms and conditions as he was an employee of the company immediately before that commencement. Editorial Note: * Commencement date : 17 June 1988. 10. References in documents to the company (1) On and from the commencement* of this Ordinance, a reference in any document to the company or an employee of the company shall be a reference to—(a) in the case of the company, the Assembly; and(b) in the case of an employee of the company, an employee of the Assembly.(2) For the purposes of this section document (文件) does not include any document which relates to the incorporation of the company. Editorial Note: * Commencement date : 17 June 1988. 11. Dissolution of the company (1) On the commencement* of this Ordinance, the company shall, notwithstanding any provisions to the contrary in its constitution governing the winding up or dissolution of the company and notwithstanding the provisions of any other Ordinance, be deemed to be dissolved under section 291A(1) of the relevant Ordinance as if, on that commencement, the Court of First Instance had made an order under that section that the company be struck off the register and dissolved and, accordingly, the Registrar of Companies shall, on that commencement, or so soon thereafter as is possible, strike the company off the register. (Amended 4 of 2000 s. 3)(2) For the avoidance of doubt, it is hereby declared that—(a) (Repealed 28 of 2012 ss. 912 & 920)(b) section 757 of the Companies Ordinance (Cap. 622) applies, to the company.(Amended 28 of 2012 ss. 912 & 920) Editorial Note: * Commencement date : 17 June 1988. 12. Service of documents on the Assembly The Assembly shall at all times have a fixed address for service of documents on the Assembly and notice of such address or any change thereof shall be forwarded to the Registrar of Companies. 13. 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 or referred to in this Ordinance and those claiming by, through, from or under them.(Amended 4 of 2000 s. 3) First Schedule [ss. 2 & 6]Constitution 1. Interpretation In this constitution, unless the context otherwise requires— Assembly (總會) means the Spiritual Assembly for the time being elected by the members of the Baha’i community of Hong Kong in accordance with the constitution; authorized area (獲授權地區) means a locality the boundaries of which have been or from time to time may be defined or redefined by the Assembly; local spiritual assembly (分區區會) means the assembly elected by voting members in any authorized area by the Baha’is resident therein and recognized by the Assembly; recognized (認可) means— (a) in relation to a person, recognized by the Assembly as a member in good standing of the Baha’i Faith by virtue of possessing the qualifications set out in paragraph 3; (b) in relation to a local spiritual assembly, recognized by the Assembly as duly and validly elected by voting members from within its authorized area; Trust (信託) means the exhortation of Baha’u’llah that the elected members of the Assembly shall strive to achieve the exalted religious standard established by Baha’u’llah: “Be ye Trustees of the Merciful One among men”; voting member (有表決權成員) means any person of the age of 21 or over recognized by either the Assembly or a local spiritual assembly, including citizens of places outside Hong Kong whose transfers to the Baha’i community of Hong Kong have been recognized by the Assembly. (Amended 4 of 2000 s. 3) 2. Powers of Assembly The Assembly, in the fulfilment of its sacred duties under this Trust, shall have exclusive jurisdiction and authority over all the activities and affairs of the Baha’i Faith throughout Hong Kong, including paramount authority in the administration of this Trust. It shall endeavour to stimulate, unify and co-ordinate the manifold activities of the local spiritual assemblies and of individual Baha’is in Hong Kong and by all possible means assist them to promote the oneness of mankind. It shall be charged with determining whether local spiritual assemblies shall be recognized, the scrutiny of all membership rolls, the calling of the Annual Meeting or special meetings and the seating of delegates to the Annual Meeting and their apportionment among the various electoral districts. It shall appoint all regional Baha’i committees and shall supervise the publication and distribution of Baha’i literature, the reviewing of all writings pertaining to the Baha’i Faith, the construction and administration of the Mashriqu’l-Adhkar and its accessory activities, and the collection and disbursement of all funds for the carrying on of this Trust. It shall decide whether any matter lies within its own jurisdiction or within the jurisdiction of any local spiritual assembly. It shall, in such cases as it considers suitable and necessary, entertain appeals from the decisions of local spiritual assemblies and shall have the right of final decision in all cases where the qualification of an individual or group for continued voting rights and membership in the Baha’i Faith, community or institution is in question. It shall furthermore represent the Baha’is of Hong Kong in all their co-operative and spiritual activities with the Baha’is of other lands, and shall constitute the sole electoral body of Hong Kong in the election of the Universal House of Justice provided for in the Sacred Writings of the Baha’i Faith. Above all, the Assembly shall ever seek to attain that station of unity in devotion to the Revelation of Baha’u’llah which will attract the confirmations of the Holy Spirit and enable the Assembly to serve the founding of the Most Great Peace. In all its deliberations and action the Assembly shall have constantly before it as Divine guide and standard the utterance of Baha’u’llah—“It behooveth them (i.e., members of spiritual assemblies) to be the trusted ones of the Merciful among men and to regard themselves as the guardians appointed of God for all that dwell on earth. It is incumbent upon them to take counsel together and to have regard for the interests of the servants of God, for His sake, even as they regard their own interests, and to choose that which is meet and seemly.”. 3. Baha’i membership The Baha’is of Hong Kong, for whose benefit this Trust is established, shall consist of all persons of the age of 15 years or over resident in Hong Kong who are accepted by the Assembly as possessing the qualifications of Baha’i faith and practice required under following standard set forth by the Guardian of the Baha’i Faith—“Full recognition of the station of the Bab, the Forerunner, Baha’u’llah, the Author and of ‘Abdu’l-Baha, the True Exemplar of the Baha’i religion; unreserved acceptance of, and submission to, whatsoever has been revealed by their Pen; loyal and steadfast adherence to every clause of ‘Abdu’l-Baha’s sacred Will; and close association with the spirit as well as the form of Baha’i administration throughout the world.”.Those residing in the area of jurisdiction of any local spiritual assembly recognized by the Assembly may declare their faith to, and be enrolled by, the local spiritual assembly; those living outside any such area of local Baha’i jurisdiction shall be enrolled in such manner as shall be prescribed by the Assembly. 4. Composition of the Assembly The Assembly shall consist of nine members chosen from among the voting members of the Baha’i community of Hong Kong, who shall be elected by the voting members in the manner hereinafter provided, and who shall hold office for the term of one year, or until their successors are elected. 5. Officers of the Assembly The officers of the Assembly shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer and such other officers as may be found necessary for the proper conduct of its affairs. The officers shall be elected by a majority vote of the entire membership of the Assembly taken by secret ballot. 6. Meetings and transaction of business by circulation of papers The first meeting of a newly-elected Assembly shall be called by the member elected to membership by the highest number of votes or, in case two or more members have received the same highest number of votes, then by the member selected by lot from among of those members; and this member shall preside until the permanent Chairman shall be chosen. All subsequent meetings shall be called by the Secretary of the Assembly at the request of the Chairman or, in his absence or incapacity, of the Vice-Chairman, or of any three members of the Assembly; provided, however, that the Annual Meeting of the Assembly shall be held at a time and place to be fixed by a majority vote of the Assembly, as hereinafter provided. The Assembly may transact any of its business by circulation of papers amongst members (whether any such member is inside or outside Hong Kong), and a resolution in writing which is approved in writing by not less than five members of the Assembly shall be as valid and effectual as if it had been passed by a meeting of the Assembly. 7. Quorum Five members of the Assembly present at a meeting shall constitute a quorum, and a majority vote of those present and constituting a quorum shall be sufficient for the conduct of business, except as otherwise provided in this constitution, and with due regard to the principle of unity and cordial fellowship involved in the institution of a Baha’i spiritual assembly. The decisions and transactions of the Assembly shall be recorded at each meeting by the Secretary, who shall supply copies of the minutes to the Assembly members after each meeting, and preserve the minutes in the official records of the Assembly. 8. Local spiritual assemblies (1) Whenever in any authorized area, the number of voting members exceeds nine, they shall on 21st April of any year convene and elect by plurality vote a local administrative body of nine members, to be known as the Spiritual Assembly of the Baha’is of that community. Every such local spiritual assembly shall be elected annually thereafter upon each successive 21st April. The members shall hold office for the term of one year or until their successors are elected and qualified. When, however, the number of Baha’is in any such authorized area is exactly nine, they shall on April 21st of any year, or in successive years, constitute themselves the local spiritual assembly by joint declaration. Upon the recognition of such declaration by the Secretary of the Assembly the said body of nine shall become established with the rights, privileges and duties of a local spiritual assembly.(2) Each newly-elected local spiritual assembly shall at once proceed in the manner indicated in paragraphs 5 and 6 to the election of its officers, who shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer, and such other officers as the Assembly finds necessary for the conduct of its business and the fulfilment of its spiritual duties. Immediately thereafter the Secretary chosen shall transmit to the Secretary of the Assembly the names of the members of the newly-elected local spiritual assembly and a list of its officers.(3) The general powers and duties of a local spiritual assembly shall be as set forth in the writings of Baha’u’llah, ‘Abdu’l-Baha and Shoghi Effendi.(4) Among its more specific duties, a local spiritual assembly shall have jurisdiction of all Baha’i activities and affairs within the local community, subject, however, to the exclusive and paramount authority of the Assembly as defined herein.(5) Vacancies in the membership of a local spiritual assembly shall be filled by election at a special meeting of the voting members then living within that authorized area duly called for that purpose by the Assembly. In the event that the number of vacancies exceeds four, making a quorum of the local spiritual assembly impossible, the election shall be held under the supervision of the Assembly.(6) The business of the local spiritual assembly shall be conducted in like manner as provided for the deliberations of the Assembly in paragraph 6.(7) The local spiritual assembly shall pass upon and approve the qualifications of each member of the Baha’i community before such member shall be admitted as a voting member or thereafter removed as a voting member; but where an individual is dissatisfied with the ruling of the local spiritual assembly upon his status as a voting member, such individual may appeal from the ruling to the Assembly, which shall thereupon take jurisdiction of and finally decide the case.(8) On or before the 1st November of each year the Secretary of each local spiritual assembly shall send to the Secretary of the Assembly a duly certified list of the voting members of the local Baha’i community for the information and approval of the Assembly.(9) All matters arising within a local Baha’i community which are of purely local interest and do not affect the interest of the Baha’i Faith in the area of Hong Kong as a whole shall be under the primary jurisdiction of the local spiritual assembly of that authorized area; but the decision whether a particular matter involves the interest and welfare of the entire Baha’i community of Hong Kong or other Baha’i communities shall rest with the Assembly.(10) Any member of a local Baha’i community may appeal from a decision of his local spiritual assembly to the Assembly, which shall determine whether it shall take jurisdiction of the matter or leave it to the local spiritual assembly for reconsideration. In the event that the Assembly assumes jurisdiction of the matter, its findings shall be final.(11) Where any dissension exists within a local Baha’i community of such character that it cannot be remedied by the efforts of the local spiritual assembly, this condition shall be referred by the local spiritual assembly for consideration to the Assembly, whose action in the matter shall be final. (12) All questions arising between two or more local spiritual assemblies, or between members of different Baha’i communities, shall be submitted to the Assembly, which shall have original and final jurisdiction in all such matters.(13) The sphere of jurisdiction of a local spiritual assembly, with respect to residential qualification of membership, and voting rights of a believer in any Baha’i community, shall be the locality included within the authorized area.(14) All differences of opinion concerning the sphere of jurisdiction of any local spiritual assembly or concerning the affiliation of any Baha’i or group of Baha’is is in Hong Kong shall be referred to the Assembly, whose decision in the matter shall be final. 9. Annual Convention (1) The members of the Assembly shall be elected at an annual meeting to be known as the Annual Convention of the Baha’is of Hong Kong. This Convention shall be held at a time and place to be fixed by the Assembly. The Annual Convention shall be composed jointly of representatives chosen by the Baha’is of each authorized area, under the principle of proportionate representation, and the members of the Assembly.(2) Notice of the Annual Convention shall be given by the Assembly sixty days in advance in the Annual Convention Call which sets forth the number of delegates assigned to the various authorized areas in proportion to the number of Baha’is resident in each such area, up to a total number of at least 38 delegates for the Baha’is of Hong Kong or such larger number of delegates as the Assembly shall from time to time establish.(3) All delegates to the Annual Convention shall be elected by plurality vote by the voting members resident in the authorized area at times and places set by the Assembly. Baha’is who for illness or other unavoidable reasons are unable to be present at the election in person shall have the right to transmit their ballots to the meeting by mail. The meeting held in each authorized area for the election of delegates shall be called by the Assembly and conducted by the Baha’is present under whatever procedure may be uniformly laid down by said body. Immediately after the meeting a certified report of the election containing the name and address of each delegate shall be transmitted to the Assembly.(4) All delegates to be seated at the Annual Convention must be recognized Baha’is, voting members and residents of the authorized area represented by them.(5) The rights and privileges of a delegate may not be assigned nor may they be exercised by proxy.(6) The recognition and seating of delegates to the Annual Convention shall be vested in the Assembly.(7) Delegates unable to be present in person at the Annual Convention shall have the right to transmit their ballots for election of the members of the Assembly under whatever procedure is adopted by the Assembly.(8) If in any year the Assembly shall consider that it is impracticable or unwise to assemble together the delegates to the Annual Convention, the Assembly shall provide ways and means by which the annual election and the other essential business of the Annual Convention may be conducted by mail.(9) The presiding officer of the Assembly present at the Annual Convention shall call together the delegates, who after roll call shall proceed to the permanent organization of the meeting, electing by ballot a Chairman, a Secretary and such other officers as are necessary for the proper conduct of the business of the Annual Convention.(10) The principal business of the Annual Convention shall be consultation on Baha’i activities, plans and policies, and the election of the nine members of the Assembly. Members of the Assembly, whether or not elected delegates, may take a full part in the consultation and discussion but only delegates may participate in the election of Annual Convention officers or in the annual election of the members of the Assembly. All action by the delegates, other than the organization of the Annual Convention and the election of the Assembly, shall constitute advice and recommendation for consideration by the Assembly, final decision on all matters concerning the affairs of the Baha’i Faith in Hong Kong being vested solely in that body.(11) The general order of business to be taken up at the Annual Convention shall be prepared by the Assembly in the form of an agenda, but any matter pertaining to the Baha’i Faith introduced by any of the delegates may upon motion and vote be taken up as part of the Convention deliberations.(12) The election of the members of the Assembly shall be by plurality vote of the delegates recognized by the outgoing Assembly, i.e., the members elected shall be the nine persons receiving the greatest number of votes on the first ballot cast by delegates present at the Annual Convention and delegates whose ballots have been transmitted to the Secretary of the Assembly by mail. In case, by reason of a tie vote or votes, the full membership is not determined on the first ballot, then one or more additional ballots shall be taken on the persons tied until all nine members are elected.(13) All business transacted at the Annual Convention shall be recorded and preserved in the records of the Assembly.(14) Vacancies in the membership of the Assembly shall be filled by a plurality vote of the delegates composing the Annual Convention which elected the Assembly, the ballot to be taken by correspondence or in any other manner decided upon by the Assembly. 10. Power to vest in the Assembly Whatever functions and powers are not specifically attributed to local spiritual assemblies in this constitution shall be considered vested in the Assembly, which body is authorized to delegate such discretionary functions and powers as it deems necessary and advisable to the local spiritual assemblies within its jurisdiction. 11. Method of selection of candidates In order to preserve the spiritual character and purpose of Baha’i elections, the practice of nominations or any other electoral method detrimental to a silent and prayerful election shall not prevail, so that each elector may vote for none but those whom prayer and reflection have inspired him to uphold. 12. Duties of members of assemblies Among the most outstanding and sacred duties incumbent upon those who have been called upon to initiate, direct and co-ordinate the affairs of the Baha’i Faith as members of local, regional or national spiritual assemblies are to win by every means in their power the confidence and affection of those whom it is their privilege to serve; to investigate and acquaint themselves with the considered views, the prevailing sentiments and the personal convictions of those whose welfare it is their solemn obligation to promote; to purge their deliberations and the general conduct of their affairs of self-contained aloofness, the suspicion of secrecy, the stifling atmosphere of dictatorial assertiveness and of every word and deed that may savour of partiality, self-centredness and prejudice; and while retaining the sacred right of final decision in their hands, to invite discussion, ventilate grievances, welcome advice, and foster the sense of inter-dependence and co-partnership, of understanding and mutual confidence between themselves and all other Baha’is. 13. Amendment of the constitution This constitution may be amended by majority vote of the Assembly at any of its regular or special meetings, provided that at least fourteen days prior to the date fixed for the said meeting a copy of the proposed amendment or amendments is mailed to each member of the Assembly by the Secretary. Second Schedule [s. 8]Properties Vested Item Description Held Under 1. 1/720th equal and undivided share of and in Kowloon Inland Lot No. 8219 and the Extension thereto Conditions of Re-Grant No. 7135 and Conditions of Extension No. 8555 2. Lot 1703 in Lamma Demarcation District 3 New Grant No. 4466 3. 40/960th equal undivided shares of and in the Remaining Portion of Section P of Inland Lot No. 1149 and the Remaining Portion of Inland Lot No. 1149 Crown Lease dated 23rd July 1902