The Board of Directors (the “Board”) had, as a matter of good practice, double checked the compliance requirements and proceedings of the Extraordinary General Meeting (the “EGM”) held on 8th August 2014 and discovered that only 14 instead of 21 days notice for the EGM had been given. The Board hereby announces that the resolution purportedly passed in the said EGM void.
The Board hereby gives the following notice for an EGM.
Notice is hereby given that an Extraordinary General Meeting of the St. Louis Old Boys’ Association Limited (the “Association”) will be held on Friday, 19th September 2014 at 8pm at St. Louis School, 179 Third Street, West Point, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution of the Association:
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(1) Insertion of a new clause 66:
66 All matters in relation to the system of the election held for the purpose of making nomination of the alumni manager (the “Alumni Manager”) of the Incorporated Management Committee of St. Louis School (the “IMC”) under Section 40AP of the Education Ordinance (the “Election”) shall be governed by the following regulations:-
66.1 For the avoidance of doubt, if any of the provisions under this set of regulations is inconsistent with the Education Ordinance or any other legislations of Hong Kong, the Education Ordinance or those relevant legislations of Hong Kong shall prevail.
66.2 Words or expressions used in this Clause 66 shall have the same meaning as in section 40AB of the Education Ordinance.
66.3 Subject to the provisions of the constitution of the IMC the term of office of the Alumni Manager shall be 2 years commencing from the 1st September and terminate on the 31st August. The Alumni Manager shall be eligible for re-election to the same office. The same person can be in the position of Alumni Manager for 3 consecutive terms.
66.4 The Board of Directors may assign a director of the Association as the returning officer (the “Returning Officer”) to monitor the nomination of candidates and supervise the issuance of ballot papers and counting of votes of the Election. The Returning Officer must not be a candidate of the Election.
66.5 The Returning Officer shall inform all alumni the number of Alumni Manager vacancies, the eligibility and responsibilities of candidates, the nomination period, the method of nomination, the date of polling and counting, the date of announcement of results and other relevant information of the Election.
66.6 The following persons are eligible to register as a Voter (the “Voter”):-
66.6.1 He is an alumnus of St. Louis School; and
66.6.2 He is over 18 years old.
66.7 The Association is responsible for compiling and keeping the Register of Voters (the “Register of Voters”). Any person who desires to become a Voter shall sign and deliver to the Association an application in a prescribed form for registration. The Board of Directors shall admit him into the Register of Voters upon verification of his eligibility stipulated in Clause 66.6. The Board of Directors shall admit all Ordinary Members of the Association who are eligible to register as Voters under Clause 66.6 to the Register of Voters.
66.8 Nomination for the Election shall be opened for at least 14 days and shall be closed at least 14 days prior to the polling (the “first nomination period”). Notice of the first nomination period shall be sent to all alumni not less than 3 days before the commencement of the first nomination period.
66.9 If the number of valid nominations is less than the number of vacancies at the end of the first nomination period, the Returning Officer shall extend the nomination period for at least 14 days and at most 84 days (the “second nomination period”). The Returning Officer shall give notice to all alumni regarding the second nomination period within 7 days after the first nomination period ends and at least 14 days before the closing of the second nomination period.
66.10 Nomination shall be made only via the prescribed nomination form provided by the Returning Officer. Any person who desires to submit a nomination shall properly fill, sign and deliver to the Returning Officer the prescribed nomination from in hard copy within the nomination period.
66.11 A person is eligible to be nominated as a candidate at the Election, if, before the commencement date of the relevant nomination period:-
66.11.1 He is duly registered as a Voter;
66.11.2 He is not a teacher of St. Louis School;
66.11.3 He does not meet the refusal criteria of a manager set out in Section 30 of the Education Ordinance; and
66.11.4 He would not serve in an IMC in more than one capacity. If there are two elections under different categories to be conducted concurrently in the St. Louis School, he would not participate in more than one election.
66.12 A person is validly nominated as a candidate at the Election if:-
66.12.1 He is eligible to be nominated as such under Clause 66.11; and
66.12.2 He obtains valid nominations from no less than two eligible Voters and seconded by no less than eight other eligible Voters.
66.13 Each Voter, duly registered in the Registry of Voters before the commencement of the relevant nomination period in accordance with Clause 66.7, is eligible to nominate and second candidate, but can only nominate one candidate and second one candidate. If a Voter nominates or seconds more than one person as a candidate, his signature shall be deemed operative only on the nomination document first delivered to the Returning Officer.
66.14 A nomination may be withdrawn by the candidate before the commencement of the polling in the manner prescribed by the Returning Officer. The Returning Officer shall make an announcement in relation to the withdrawal from candidature.
66.15 If the number of candidates validly nominated (excluding withdrawn candidates) at any point of time between the end of the relevant nomination period and the polling is less than or equal to the vacancies, such uncontested candidate(s) shall be elected and no poll is to be held.
66.16 If no valid nomination is received at the end of the second nomination period, the Returning Officer shall report to the Board of Directors and IMC that the Association is unable to elect any Alumni Manager. The Board of Directors may then invite the IMC to nominate the required number of alumni for registration as the Alumni Manager.
66.17 If the number of valid nominations is less than the number of vacancies at the end of the second nomination period, the Returning Officer shall report to the Board of Directors and the IMC that the Association is only able to nominate the uncontested candidate(s) to register as Alumni Manager(s). The Board of Directors may then invite the IMC to nominate the required number of alumni for registration as the Alumni Manager for the remaining vacancies.
66.18 When the number of valid nominations is more than the number of vacancies, polling shall be conducted no more than 28 days after the end of the first nomination period or the second nomination period, as the case may be.
66.19 Not less than 14 days before the date of polling, the Returning Officer shall give notice to all alumni the date and particulars of polling and the name(s) of the validly nominated candidate(s).
66.20 The polling should be conducted by secret ballot in a manner stipulated by the Returning Officer.
66.21 Each Voter, duly registered on the Register of Voters before the commencement of the relevant nomination period in accordance with Clause 66.7, is eligible to vote and shall only cast one vote for one candidate. No Voter could appoint another person as his proxy to vote on his behalf.
Counting of Votes
66.22 The counting of votes shall be commenced within 2 hours after the end of the polling. Only the Returning Officer or the Directors of the Association who are not candidates of the Election can count the votes.
66.23 The counting of votes shall be conducted in a fair and transparent manner, and all alumni, including the candidate(s), may enter the election area to witness the counting process.
66.24 One re-counting of the votes for each Election can be requested by any candidate from the Election within 10 minutes upon the conclusion of counting of votes.
66.25 The candidate(s) who obtained the greatest number of votes shall be elected. When two or more candidates obtain the same number of votes for the only or last vacancy, lots shall be drawn to determine the successful candidate.
66.26 A ballot paper shall be void if:-
66.26.1 it contains the name of the voter or any other mark of identification;
66.26.2 it is brought out of the election area as prescribed by the Returning Officer;
66.26.3 it is seriously damaged as assessed by the Returning Officer; or
66.26.4 it records a vote in a manner other than stipulated by the Returning Officer.
Announcement of Results
66.27 If a poll was conducted, the Returning Officer shall publish an official announcement of the results of the Election within 48 hours after the conclusion of counting or re-counting of votes, as the case may be. If no polling was conducted, the Returning Officer shall publish an official announcement of the name(s) of the uncontested candidate(s) within 48 hours after the conclusion of uncontested situation.
66.28 If a poll was conducted, the official announcement shall include the total number of votes casted, the number of valid and invalid ballot papers, the number of votes casted for each candidate, and the name(s) of the successful candidate(s).
66.29 The Returning Officer shall send the final result to the Board of Directors who shall nominate the successful candidate in accordance with Section 40AP of the Education Ordinance upon no appeals of the Election were received in accordance with Clause 66.29, or all appeals are dismissed in accordance with Clause 66.31.
66.30 Appeals must be lodged to the Board of Directors in writing with reasons and signed by the unsuccessful candidate(s) within 7 days upon official announcement made.
66.31 When an appeal is received in accordance with Clause 66.30, the Board of Directors shall form an ad-hoc committee with 3 or more Directors (who shall not be the candidates of the Election) to conduct an investigation into the appeal, and to submit an investigation report to the Board of Directors as soon as practicable after the receipt of such appeal.
66.32 The Board of Directors shall decide whether to allow or dismiss an appeal. If the Board of Directors decides to allow an appeal, it shall declare the Election invalid and make an announcement to all alumni. A decision to allow an appeal and declare an Election invalid can only be made if it is agreed by more than two-thirds of the Directors of the Association. The result of the Election shall be final if no appeal is received in accordance with Clause 66.30, or all appeals are dismissed.
66.33 If an appeal is allowed, there shall be a Re-Election within a reasonable timeframe after the appeal is allowed. The Re-Election shall be conducted in accordance with Clauses 66.8 to 66.29.
66.34 If any Alumni Manager resigns during the term of his office, a by-election shall be announced within a reasonable timeframe from the date of resignation. The Association shall conduct the by-election in accordance with clauses 66.8 to 66.29 to elect another Alumni Manager to fill the vacancy. The term of office for a new Alumni Manager filling a vacancy arising prematurely should not run afresh but is the remainder of the term of the resigned Alumni Manager.
66.35 No by-election shall be held if the resignation date is less than 112 days from the end of the term of the resigned Alumni Manager.
Notices or Announcements
66.36 All notices or announcements shall be deemed to have been given to all alumni if such notice or announcement is posted on the Internet web-site of St. Louis School or the Internet web-site of the Association.
All members listed in the directory, who being eligible, are invited to attend the meeting. Members wishing to appoint a proxy should duly complete and sign the enclosed proxy form. The proxy form shall be deposited at the registered office of the Association or delivered to the Honorary Secretary of the Association not less than twenty-four hours before the time appointed for holding the meeting.
Dated the 21st day of August 2014
BY ORDER OF THE BOARD
LO Tat Chi, Francis