Chapter 1 - General Stipulations

1. Name
   The name of the organisation (which is referred to below as “ the Association”) shall be The Hong Kong Waste Management Association and “香港廢物管理學會” in Chinese.
2. Address
   The address of the Association shall be c/o ERM-Hong Kong Limited, 6/F., Hecny Tower, 9 Chatham Road, Tsimshatsui, Hong Kong or such other address as may be notified from time to time to the Societies Officer pursuant to the Societies Ordinance (Cap. 151).
3. Objects
   The objects of the Association shall be :
   

   to promote and encourage the maintenance of high standards of solid waste management in Hong Kong, including hazardous waste management and liquid waste issues associated with solid waste management; to encourage collaboration between all those interested and concerned with solid waste management; to organise meetings, technical visits, training courses, workshops and seminars on issues of solid waste management; to organise study trips to promote the transfer of practical information and ideas on solid waste management; to prepare working papers for discussion and to address solid waste management matters; to establish and maintain contact with local and international organisaitons whose activities are related to solid waste management.

Chapter 2 - Membership

4. Individual Membership
   Individual Membership shall be open to any person aged 18 years and over with an interest in solid waste management issues.
5. Honorary Life Membership
   The Executive Committee may in its discretion grant Honorary Life Membership to any member.
6. Organisation Membership
   Organisaiton Membership shall be available to corporate bodies, partnerships, Government departments and trade associations.
7. Institution Membership
   Institution Membership shall be available to Universities, Polytechnics, other educational institutions, and non-profit making bodies.
8. Students
   Students are defined as individuals in full time education. Students have no membership rights within the Constitution but may participate in activities of the Association on an at-cost basis.
9. Membership Admission Procedure
   

   A person wishing to join the Association as a member shall apply in writing, in such form as the Executive Committee may prescribe, addressed to the Association at its current address. The applicant shall also provide to the Executive Committee such proof in such form as the Executive Committee may require as to the applicant's eligibility for membership. The Executive Committee may delegate its discretion to approve (but not refuse) an application for membership to an Executive Committee Member who shall be known as the Membership Secretary. If an application for membership is approved, the applicant shall be so advised and he/she will become a member of the Association upon payment of the subscription in full and upon satisfaction of any other payment or conditions imposed by the Executive Committee as it deems fit. The Executive Committee may refuse to grant membership without assigning any reason therefore.

10. Membership Cards
    Every member shall be furnished with a card of membership which shall specify the class of membership. Irrespective of the number of approved applications, in the case of an Organisation Member four membership cards will be issued and for an Institution Member two membership cards will be issued, each one to an individual nominated by the Organisation or Institution Member. Membership cards must be produced to any Executive Committee Member whenever required. Membership cards must be produced to the Executive Committee or their nominee before a member shall be entitled to vote at a General Meeting or (where appropriate) at an Executive Committee meeting. Students cards do not carry voting rights.
11. Cessation of Membership and Expulsion
    

    A member may resign from the Association at any time by giving written notice to the Secretary or Membership Secretary as the case may be. The resignation will take effect forthwith upon receipt by the Secretary or Membership Secretary as the case may be. A member whose conduct is prejudicial to this Constitution shall be called before the Executive Committee for explanation. The Executive Committee shall be empowered to expel any member who has engaged in such conduct, by a majority vote. Without prejudice to the generality of Article 11 (b) members who commit one of the following acts may be warned verbally or in writing or expelled forthwith from the Association by the Executive Committee: infringement of this Constitution or of any resolution passed by a General Meeting; violation of the Hong Kong criminal law, for which the member is convicted; use of the name of the Association in unlawful, indecent or immoral acts; use of the Association's name so as to impair its reputation; Failure to pay the subscription fee or any other payment in full within a reasonable time (but not more than 15 days) after payment has been formally demanded.

12. Rejoining
    

    A member who has resigned may rejoin at any time upon payment of the current subscription. A person who has forfeited her/his membership for non payment of the subscriptions or any other payment due may rejoin at any time upon payment of 100% of the monies which would have been paid if membership had not been forfeited. A member who has been expelled shall not be readmitted except with the consent of a majority of the members present at a General Meeting. Any member may propose a motion authorising re-admittance.

13. No Refund of Fees
    Subscriptions or any other payment already paid or any part thereof which has already been paid by members who withdraw voluntarily or are expelled from the Association shall not be recoverable. In these circumstances, membership shall be forfeited. If the members concerned are office bearers in the Executive Committee, they shall, in addition, have their offices forfeited automatically.
14. Rights of Members
    Members have the right to enjoy the benefits as set forth in Article 3 of this Constitution.
15. Voting Rights of Members
    Voting rights are conferred on members who hold membership cards, except in the case of Students who do not have voting rights.
16. Obligations of Members
    Members have the following obligations :
    

    To abide by this Constitution and the resolutions passed from time to time by any General Meeting. To pay the subscription and any other payment by the prescribed date for their class of membership as fixed from time to time by the Executive Committee.

Chapter 3 - Management

17. General
    The supreme authority of the Association shall be vested in the General Meeting, during the recess of which the Executive Committee shall be the executive organ.
    
18. General Meetings – General
    

    The Annual General Meeting shall be held in Hong Kong during or before the final week of September each year on a date to be determined by the Executive Committee. General Meetings other than the Annual General Meeting shall be known as Extraordinary General Meetings. A resolution passed in accordance with this Constitution shall be binding upon all members.

19. General Meetings – Quorum
    

    At such General Meetings, a quorum shall be constituted by 10 members or 5% of all members, whichever shall be the greater number. In the absence of a quorum, the meeting shall be adjourned and be convened again within seven days. For this adjourned meeting, members of the Association shall be notified of the meeting in writing at least 24 hours in advance of the meeting. At this adjourned meeting, any number of members present shall constitute a quorum.

20. General Meeting – Conduct and Voting
    

    Motions at all General Meetings shall be carried by the approval of over half of those members present. If a tie occurs in voting, the Chairperson of the meeting shall have a casting vote. If the Chairperson and Vice-Chairperson are absent from a meeting, those Executive Committee Members present shall elect among themselves a temporary chairperson to preside over the meeting. Only members may vote at a General Meeting. At the discretion of the Chairperson of the meeting members without voting rights may address the meeting. Voting, other than for an election of an Executive Committee Member, shall be by show of hands. A resolution passed at a General Meeting shall be valid notwithstanding that the vote cast by a member who shall not have been entitled to vote may have been counted provided that the majority of the members entitled to vote in favour exceeded the number of members not entitled to vote and alleged to have voted.

21. General Meetings – Giving of Notice
    The Secretary shall cause notice in writing of a General Meeting to be sent to every member at the last address she/he has provided in writing to the Association for this purpose. Such notice shall :
    

    be inserted in the post at least 15 days or transmitted by facsimile, not counting general holidays or the day of the meeting, in advance of the General Meeting; specify the time, the place and the agenda of the meeting.

22. Annual General Meetings – Agenda
    The business to be transacted at the Annual General Meeting shall be to :
    

    read and approve the minutes of the last Annual General Meeting and the minutes of any other General Meeting held thereafter in any one year; make amendments to this Constitution as necessary;

23. Extraordinary General Meetings
    

    If necessary, an Extraordinary General Meeting may be held upon the request of either more than five of the Executive Committee Members or more than one-quarter of the members of the Association who shall submit such a request in written form, bearing their signatures, to the Chairperson. Upon receiving such a request, the Chairperson shall cause the meeting to be held within 15 days. However, discussions held and resolutions passed at the meeting shall be confined to those points listed in the request. The regulations as to notice of the meeting, conduct and voting at the meeting and the number and category of members who will constitute a quorum shall be the same as is the case for General Meetings under Articles 19, 20 and 21 respectively.

24. The Executive Committee – General
    

    A person cannot be elected as an Executive Committee Member unless she/he is first a member of the Association. An Executive Committee shall comprise ten Members. At the first Annual General Meeting, all the ten Members shall be elected. Before each subsequent Annual General Meeting, five executive Committee Members shall retire and five succeeding Members shall be elected at that Annual General Meeting in accordance with Article 25. Except for the 1st Executive Committee elected at the first Annual General Meeting, the Immediate Past Chairperson who needs not stand for election shall be one of the ten Executive Committee Members. Each Executive Committee Member shall hold office during his/her service term.

    The Executive Committee elected at the 1st Annual General Meeting shall subsequently elect from amongst itself a Chairperson. At each Annual General Meeting subsequent to the 1^stAnnual General Meeting, a Chairperson shall be elected at the Meeting. Except for the Chairperson of the 1^st year, only Member who has past experience in holding office as an Executive Committee Member can be nominated for election to Chairperson. The Executive Committee shall elect from among itself in such manner as it thinks fit the Members of the Executive Committee including a Vice-Chairperson, a Secretary and a Treasurer. The rest shall be an immediate past Chairperson and five Members.

    The Executive Committee may appoint sub-committees for specific purposes. Such sub-committees shall be chaired by a Member of the Executive Committee and may include co-opted members who are not Executive Committee Members.

    An executive Committee Member can resign her/his office at any time by giving written notice to the Chairperson or in the case of resignation of the Chairperson, by giving such notice to the vice-Chairperson, and such notice shall take effect forthwith upon receipt by the Chairperson or Vice-Chairperson as the case may be.

    If an Executive Committee Member vacates her/his office, she/he shall be replaced by one co-opted by the remaining Executive Committee Members from the members until the next Annual General Meeting.

    The Executive Committee shall hold regular meetings and extraordinary meetings. These Executive Committee meetings may be held whenever the Chairperson or a majority of the Executive Committee Members deems it necessary.

    Members of the Executive Committee shall be notified of any meeting of the Executive Committee in advance.

    The quorum of an Executive Committee Meeting shall consist of five or more of the Executive Committee Members elected in General Meeting.

    Motions at all Executive Committee Meetings shall be carried by the approval of five or more of those Executive Committee Members present. If a tie occurs in voting, the Chairperson of the meeting shall have a casting vote.

    The Secretary or her/his nominee shall keep minutes of the Executive Committee meetings.

    All the Executive Committee Members of the Association shall serve gratis. The Executive Committee Members shall not become the salaried staff of the Association, nor shall they receive from it any remuneration.

25. Executive Committee – Election
    

    The Executive Committee and, except for the 1st Annual General Meeting, the Chairperson shall be elected at the Annual General Meeting by a majority vote of those members present. After the election of the Executive Committee Members and the Chairperson, the outgoing Committee shall dissolve immediately and the out-going office bearers shall hand over their duties within seven days. A list of the new office bearers shall be submitted by the Secretary to the Societies Officer within the time limit prescribed by the Societies Ordinance (Cap. 151). Nominations for election to the Executive Committee and the Chairperson shall be in writing, signed by two members and shall be delivered to the Secretary no later than seven days prior to the Annual General Meeting. The Secretary shall circulate ballot papers listing the candidates to members at the Annual General Meeting. Ballot papers shall be returned to the Secretary at the Annual General Meeting. The Secretary shall then deliver the ballot papers to two members who shall not be themselves standing for election and who shall be appointed by the chairperson to act as scrutineers. The scrutineers shall count the votes and convey the result to the Annual General Meeting. The ballot papers shall then be destroyed by the scrutineers upon the conclusion of the Annual General Meeting. In the event that the result is queried, the ballot papers shall be kept until the query has been resolved by members voting at the Annual General Meeting pursuant to Article 20. A ballot paper shall be valid provided at least one candidate has been voted for. In the event that insufficient nominations to fill all of the Executive Committee places are received in accordance with the provisions of Article 25(c), those nominated shall be deemed to have been elected. The Chairperson shall then call for nominations from the floor at the Annual General Meeting to fill the remaining places on the Executive Committee. If nominations from the floor exceed the number of remaining vacancies, balloting shall be by show of hands. At the first Annual General Meeting of the Association, the provisional Executive Committee/Founding Members shall retire from office, and at the Annual General Meeting in every subsequent year one half of the Executive Committee for the time begin shall retire from office. Except for one half of the Executive Committee Members elected at the first Annual General Meeting, the Executive Committee Member retiring from office and where applicable, the Immediate Past Chairperson, one service term of each elected Member of the Executive Committee shall be for two years.

    The Executive Committee Members to retire every year shall be those who have been longest in office since their last election except that he/she is the Immediate Past Chairperson in the coming service year, but as to those persons who became Executive Committee Members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

    A retiring Executive Committee Member shall be allowed to serve more than two terms but no such Executive Committee Member shall serve more than two consecutive terms unless he/she is the Immediate Past Chairperson.

    The Association may from time to time in General Meeting increase or reduce the number of Executive Committee Members, and may also determine in what rotation the increased or reduced number is to go out of office.

26. Provisional Executive Committee/Founding Members – Initial Arrangements
    

    From the formation of the Association until the first Annual General Meeting held in accordance with the provisions of this Constitution, the provisional Executive Committee shall comprise eight Founding Members. (A Founding Member shall be a person who has been involved in the formation of the Association, would be eligible for individual membership pursuant to Article 4 and who joins as an Executive Committee Member for the purposes of registration of the Association under the Societies Ordinance (Cap. 151)). The provisional Executive Committee (which shall not have a Student Representative) shall confirm its Members after registration of the Association under the Societies Ordinance (Cap. 151) and conduct the business of the Association as if it had been elected in accordance with the provisions of Article 25.

27. Functions and Powers of the Executive Committee
    The Executive Committee has the following functions and powers :
    

    to implement the resolutions passed by a General Meeting; to prepare the budget; to attend to the daily affairs of the Association; to decide on the employment, discharge, and salaries of the employees; to make recommendations to a General Meeting; to fix membership fees, annual subscriptions and any other payment, contribution, donation or sponsorship as the Executive Committee thinks fit but which does not contravene this Constitution; to approve or disapprove membership of the Association as the case may be; to authorise expenditure, financial or other commitments, and undertakings.

28. Functions and Powers of particular Executive Committee Officers
    The Officers of the Executive Committee have the following functions and powers:
    

    The Chairperson shall represent the Association, direct the various officers of the Executive Committee in their work, take overall charge of the work of the Association and preside over all the meetings. The Vice-Chairperson shall assist the Chairperson in her/his work and shall act for her/him when she/he is absent, on leave or has vacated her/his office. The Secretary shall attend to all the secretarial work, keep the seals and documents under safe custody, compile the agenda and keep and record the minutes of the Executive Committee and General Meetings. The Treasurer shall take charge of the financial matters of the Association.

29. Employment of Staff
    If necessary, the Association may take on employees, whose employment, discharge, and salaries shall be decided by the Executive Committee.

Chapter 4 - Awards

30. Awards
    The Executive Committee may, subject to the approval of the General Meeting, present letters of commendation to those who have offered meritorious services to the Association.

Chapter 5 - Finances

31. Source of Funds
    The funds of the Association shall comprise:
    

    The subscriptions paid in accordance with Article 33; Donations or sponsorships which the Executive Committee thinks it is appropriate to accept; surpluses arising from conferences, social or other functions and activities organised for the benefit of the members or the Association.

32. Use of Funds
    Funds of the Association shall be applied solely to meet its recurrent expenditure and for the enterprises stipulated in Article 3 of this Constitution and shall not be used for any other purpose.
33. Subscription
    

    The annual subscription for membership shall be in accordance with the Schedule A. The annual subscription may be varied at a General Meeting by majority vote in accordance with this Constitution. If an annual subscription is varied at a General Meeting, it shall remain at the revised sum until it is next varied at a General Meeting. The annual subscription shall be due on 1st July of each year.

34. Interim Provision for Members Joining Before October 1994
    Persons accepted as members of the Association before October 1994 shall be permitted to remain members until the first Annual General Meeting or until the 30th June 1995, whichever is the later but in all other respects these members shall be subject to the provisions of this Constitution.
35. Donations and Sponsorship
    

    Donations to and sponsorship of the Association shall be encouraged and accepted by the Executive Committee as it thinks fit provided always that such donations and sponsorship shall not be encouraged or accepted where to do so would contravene this Constitution. Donations or sponsorship already paid or part thereof whether or not they are paid by members who withdraw voluntarily or are expelled from the Association, shall not be recoverable.

36. Accounts of Association
    The Treasurer shall compile the accounts in such form as she/he thinks fit and shall keep the Executive Committee Members advised of the financial status of the Association. She/he shall also compile the annual statement of accounts which shall be submitted to the Auditor for audit before the Annual General Meeting to which it shall be presented for adoption.
37. Bank Accounts
    The funds of the Association shall be deposited with a bank or banks or such other financial institutions as shall be designated by the Executive Committee. Valid cheques of the Association shall be signed jointly by the Treasurer and one other of either the Chairperson or Secretary. Limits of expenditure of the Association shall be subject to the control of the Executive Committee.
38. Financial Year
    The financial year of the Association shall be from 1^st July to the next 30^th June.
39. Auditing
    The Auditor, who shall be appointed by the Annual General Meeting, shall audit all the accounts of the Association and her/his report shall be placed before the Annual General Meeting.

Chapter 6 - Debts and Liabilities

40. Debts
    Any debts of the Association shall be borne by all the Executive Committee Members of the Association for the year in which the debts are incurred.

Chapter 7 - Amendment

40. General
    This Constitution may be amended by the majority of members voting at a General Meeting.
41. Effective Date of Amendments
    No Amendment shall be effective until:
    

    where appropriate, approved pursuant to the Societies Ordinance (Cap. 151); and notice of the amendment has been given in writing to the members.

Chapter 8 - Dissolution

43. Procedure
    

    The dissolution of the Association may be resolved upon only by a General Meeting and, in order to take effect, must be assented to by over half of the members of the Association. Once the decision pursuant to Article 43(a) has been taken to dissolve the Association, the Executive Committee shall convene an Extraordinary General Meeting to consider such a proposal and to deal with the matters then arising as if it is approved. Such an Extraordinary General Meeting shall be convened in accordance with the provisions of Article 23 and shall be convened not less than 15 days and not more than 60 days after the passing of the resolution to consider dissolution. To the extent that the provisions of Article 23 conflict with those in this Article, this Article shall prevail. The Association shall be dissolved if half of the members present at the Extraordinary General Meeting approve.

44. Effective Date of Dissolution
    The Executive Committee in office at the time the dissolution is approved shall remain in office until it is satisfied that the affairs of the Association have been properly wound-up whereupon it shall determine the effective date of the dissolution and the Secretary shall notify the Societies Officer accordingly.
45. Disposal of Assets
    Any remaining assets of the Association upon its dissolution shall be donated to such other organisation or organisations as a majority of the members present at the final Extraordinary General Meeting decide provided always that such donation must be to a local charitable organisation or organisations.
46. Accounts on Dissolution
    The Executive Committee shall, upon fixing the effective date of dissolution, notify all persons who are members at the date of the final Extraordinary General Meeting of that date and supply them with a copy of the Association's accounts containing details of its final assets.

Constitution of the
Hong Kong Waste Management Association
Schedule A

The annual subscription for

1. an individual member shall be HK$300;
2. an organization member shall be HK$2,000;
3. an institution member shall be HK$600; and
4. a student member shall be free.

New members however, shall be entitled to a pro-rated membership fee for the first year they join in. Dependent on the member's joining date, the following schedule shall apply. If members join in between

1. 1^st July and 31^st October, 100% of the annual fee shall apply.
2. 1^st November and 31^st March, 75% of the annual fee shall apply.
3. 1^st April and 30^th June, 50% of the annual fee shall apply.