Dear Members,
We would like to take this opportunity to provide a brief explanation of recent administrative changes to the Articles of Association of the Hong Kong Equestrian Federation (“HKEF”). These changes are mandatory and are undertaken to bring the HKEF in line with legislative requirements.
Major amendments have been undertaken in two areas, namely:
- Change of Name
- Amendments to the Articles of Association (“AoA”)
Change of Name
The Sports Federation & Olympic Committee of Hong Kong, China (“SF & OC”) sent out a notice in January 2023 to its member associations, of which the HKEF is one. This notice highlighted the need for “Hong Kong, China” to be incorporated as part of the official name of a sporting association.
In particular, the SF & OC drew attention to Article 149 of the Basic Law of the Hong Kong Special Administrative Region, which states:
“Non-governmental organizations in fields such as education, science, technology, culture, art, sports, the professions, medicine and health, labour, social welfare and social work as well as religious organizations in the Hong Kong Special Administrative Region may maintain and develop relations with their counterparts in foreign countries and regions and with relevant international organizations. They may, as required, use the name “Hong Kong, China” in the relevant activities.”
Based on this, the HKEF is required to include the words “Hong Kong, China” (「中國香港」in Chinese) as part of its official name. In addition, “Hong Kong, China” must be displayed on uniforms, websites and all other publicity materials, where applicable. These changes must be complied with before 1st July 2023.
Under the Hong Kong Companies Ordinance, Chapter 622 (“CO”), a change of name requires the passing of a special resolution by the members of the HKEF at a general meeting to approve the change.
The Registrar of Companies, on being satisfied that all requirements are met, will then issue a Certificate of Change of Name. The change of name will not affect the rights of the members, HKEF’s daily operations or financial position.
Amendments to the Articles of Association
Background
The Companies Ordinance, Chapter 622 of the Laws of Hong Kong (“New CO”), made many changes to the Companies Ordinance, Chapter 32 of the Laws of Hong Kong (which was in force immediately before the commencement of the New CO) (“Predecessor CO”) under which the HKEF was incorporated, came into effect on 3rd March 2014.
As you know, the HKEF receives subventions from the Leisure and Cultural Services Department of the Hong Kong government (“LCSD”). Since 2019, the LCSD has been encouraging national sports associations (“NSAs”) in Hong Kong to implement good corporate governance practices and update of their articles of association.
The HKEF has noted that, in the past two years, other NSAs have made amendments to their articles of associations. In common with many other NSAs, the executive committee of the HKEF (“Executive Committee”) considers it expedient and proper to amend the existing AoA to bring the existing AoA in line with the New CO while making certain administrative and house-keeping amendments.
The Executive Committee proposes to:
- remove the existing memorandum of association of the HKEF (“MoA”) which is no longer required under the New CO;
- make amendments to the existing AoA (collectively, these are referred to as the “Proposed AoA Amendments”); and
- adopt a new set of AoA to replace the existing AoA.
Such changes will take effect from the date of passing a special resolution at an extraordinary general meeting of the HKEF to be held on Monday, 22nd May, 2023 at 6:30 p.m. (“EGM”).
Proposed Amendments
A summary of the key Proposed AoA Amendments is set out below:
- To delete the existing MoA in its entirety and include all the clauses previously contained therein with appropriate amendments in the new AoA;
- To amend or modify certain terms in the Definitions to modernize the Articles. Amongst others, the “Executive Committee” is renamed the “Board of Directors” and the “members of the Executive Committee” are renamed “Directors”;
- To delete or modify references to the MoA and the Predecessor CO and replace the section references in the Predecessor CO with the corresponding section references to the New CO;
- To amend obsolete language such as “Colony” and “royal” and replace obsolete terms as “extraordinary general meeting”, “ordinary yearly meeting” and “secretary” with the new terms of “general meeting”, “annual general meeting” and “company secretary”, respectively;
- To broaden the scope of disclosure of interests by the Executive Committee Members in proposed dealings with the HKEF as required by the New CO;
- To require the Secretariat to give reasons for declining a candidate to be elected as a Member if requested by the candidate or his/her proposer / seconder, who can lodge an appeal to the Appeal Committee for decision;
- To increase the circumstances under which a Member ceases membership and a Director vacates office;
- To reduce the threshold for demanding a poll such that Members holding at least 5% (instead of 10%) of the total voting rights of all the Members having the right to vote at the general meeting can demand a poll;
- To reduce the minimum notice period for convening a general meeting for the passing of a special resolution (other than an annual general meeting) from 21 days to 14 days in line with the New CO;
- To update the provisions relating to general meetings and change the timing for holding the annual general meeting of the HKEF (a company limited by guarantee) to within 9 months after the end of the accounting reference period. This is to align with the requirements in the New CO;
- To allow the HKEF to hold meetings of the Directors, committees or sub-committees and general meetings of Members in more than one location using technology;
- To revise the provisions relating to indemnity for liabilities of Executive Committee Members to align with the New CO;
- To include provisions for investigating complaints against any Director, committee / sub-committee member or Member.
- To make other miscellaneous changes to the AoA, which are of a minor, technical, grammatical or clarifying nature;
- To make all such other amendments to the existing AoA as may be required by the New CO or incidental or conducive thereto; and
- To update the numbering of, and cross references to other articles in, the AoA.
The HKEF has retained The Hong Kong Institute of Directors as its consultant for the Proposed AoA Amendments. The HKEF confirms that there is nothing unusual about the proposed amendments to the articles of association for an NSA.
Approval
In view of the substantial amount of Proposed AoA Amendments, the Executive Committee proposes that the new AoA, as a new set of the AoA consolidating all the Proposed AoA Amendments, be adopted in substitution for and to the exclusion of the existing MoA and the existing AoA.
The Proposed Amendments are subject to the approval of the Members by way of a special resolution (the full text of which is set out in the notice of the EGM enclosed) at the EGM.
Effect
The new AoA will become the single constitutional document of the HKEF with effect from the date of passing the relevant special resolution at the EGM.
The new AoA (marked-up against the existing MoA and the existing AoA) is published on the website of the HKEF at www.hkef.org and a clean copy of the new AoA is enclosed with this circular for the Members’ attention.
Recommendation
The Executive Committee considers that the Proposed AoA Amendments are in the interest of the HKEF and the Members and recommends the Members to vote in favour of the relevant special resolution.
Should you have any queries about the Proposed AoA Amendments or the EGM, please contact Ms. Masami Toda, the HKEF’s Executive Director by email ([email protected]) or by phone (852-2966 5078).
We look forward to your continuing support and wish everyone the best of health.
Best Regards,
Hong Kong Equestrian Federation
