Constitution

1.0 Name

1. The name of the Association is THE ASSOCIATION OF HONG KONG OPERATING ROOM NURSES LIMITED (香港手術室護士協會有限公司) (hereinafter called ‘the Association’)

2.0 Aim & Objective

• To take over all the members and assets of ” The Association of Hong Kong Operating Room Nurses” (香港手術室護士協會).
• To promote professional knowledge, skills and standards of members through professional educational activities relating to Perioperative Nursing and Operating Room Practices.
• To promote the welfare of members in general, and to address their concerns.
• To promote professional knowledge and competence of members in Perioperative Nursing and Operating Room practices, through organization of training programmes and other professional development activities.
• To provide a forum for members to discuss matters in relation to provision of Operating Room Services and quality improvement in their practices. To promote researches in matters relating to Perioperative Nursing and Operating Room Services.
• To grant sponsorship and to facilitate members in professional development activities.
• To send members as representatives of the Association to attend local or overseas conferences for interchange of professional knowledge and skills
• To raise funds for the promotion of the above-mentioned activities.
• To make applications or representations to the Government or other appropriate authorities on any question or matter affecting the members of the Association or any of them.
• To assist the Government in all matters concerning the interests of members of the Association.
• To promote, support, or oppose legislative or other measures affecting the said interests.
• To advance and promote learning and education and to grant scholarships and prizes.
• To establish and carry on one or more schools or colleges where students may obtain a sound technical professional or general education.
• To provide for the delivery and holding of lectures, exhibitions, public meetings, classes, and conferences calculated directly or indirectly to advance the cause of education, whether general, professional or technical.
• To accept donations and endowments for all or any of the purposes herein provided and to support establishments and institutions for any of the purpose herein provided.
• To act as custodian trustee or manager of any property or fund for any charitable or other organization or institution.
• To undertake and execute any trusts the undertaking whereof may seem desirable either gratuitously or otherwise.
• To invest and deal with the moneys of the Association mot immediately required in such manner as may from time to time be determined.
• To support and subscribe to any charity or relief or public fund in Hong Kong or elsewhere and to make donations to such persons or institutions and in such cases as the Association shall think fit provided that none of the funds of the Association shall be paid to any institution or undertaking which pays or transfers directly or in directly any part of its income or property by way of dividend, bonus or otherwise however by way of profit to its members.
• To do all or any of the above things as principal, agent, contractor, trustee, or otherwise, and by or through trustees, agents, or otherwise and either alone or in conjunction with others.
• To do all such other things as are incidental or conducive to the attainment of all or any of the above objects.

3.0 Membership

1. Ordinary Member

Ordinary Membership shall be awarded to any Hong Kong Registered Nurses or Enrolled Nurses who are working in Perioperative Nursing and Operating Room Services, and who have paid the appropriate joining fee and annual subscription of the Association.

2. Associated Member

Associated Membership shall be awarded to persons who work in the Operating Room or allied services in Hong Kong or elsewhere and who have paid the appropriate annual subscription of the Association.

3. Associated Student Member

Associated Student Membership shall be awarded to persons who are undergraduate of a University or; studying in a nursing training programme in a hospital or institute in Hong Kong or elsewhere; and who have paid the appropriate and annual subscription of the Association.

4. Retired Member

Ordinary Members or Associated Members upon retirement can apply for the status of Retired Members, and shall be granted membership upon payment of appropriated annual subscription of the Association.

5. Honorary Member

Honorary Membership shall be awarded to persons who have outstanding achievement, whose work has reached a level of excellence in nursing or in Operating Room Services and who are recommended by the Council of the Association.

• All application for Ordinary, Associated, Associated Student, Retired and Honorary membership shall be directed to, and approved by the Council of the Association.
• The Association may decline to award membership in any category to any applicant without giving any reason and without liable for loss.

4.0 Subscription and Fees

• The amount of joining fee and annual subscription for each type of membership shall be decided by the Council.
• Ordinary Members shall pay a joining fee upon approval of application by the Council. Associated Members, Associated Student Members, Retired Members and Honorary Members shall be exempted from paying the joining fee.
• The annual subscription is due on 1st April of each year.
• If annual subscription has not been paid during the year, the joining fee will be required to be paid if the member wishes to resume membership in the following year.

5.0 Termination of membership

• A member may withdraw from membership of the Association by giving One Calendar Months’ notice to the Association in writing.
• Membership is not transferable.
• A person’s membership terminates when that person dies.
• Membership shall be considered terminated when membership fees are twelve months in arrears.
• All fees and subscriptions paid are not refundable on cessation of membership.

6.0 Rights of Members

• All members shall have the right to attend all activities of the Association.
• Only Ordinary members shall be eligible to be nominated and be elected to the Council of the Association.
• Only Ordinary members shall have the right to vote at the General Meetings of the Association.
• Any members may be appointed or co-opted to be members of the Council and any committees of the Association.

7.0 General meetings

• Subject to sections 611, 612 and 613 of the Ordinance, the Association must, in respect of each financial year of the Association, hold a general meeting as its annual general meeting in accordance with section 610 of the Ordinance.
• The Councils may, if they think fit, call a general meeting.
• If the Councils are required to call a general meeting under section 566 of the Ordinance, they must call it in accordance with section 567 of the Ordinance.
• If the Councils do not call a general meeting in accordance with section 567 of the Ordinance, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting in accordance with section 568 of the Ordinance.

8.0 Quorum for general meetings

• 50 members present in person or by proxy constitute a quorum at a general meeting.
• No business other than the appointment of the chairperson of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

9.0 The Council

1. The Council shall consist of no less than 11 members and the officer bearers are :-

• The Chairman
• The Vice-Chairman
• The Honorary Secretay
• The Honorary Treasurer
• The Academic Convenor
• Six Council Members

1. Members of the Council shall be elected from the Ordinary Members and appointment confirmed at the Annual General Meeting to hold office for a term of two years.
2. A nomination for an office in the Council must be made by one ordinary member and seconded by one other ordinary member.
3. The consent of the candidates to stand for election must be obtained before nomination can be accepted.
4. Candidates receiving the highest number of votes are elected into the Council.
5. The Council Members will elect the office-bearers among themselves.
6. On completion of his term of office, a member may offer himself for re-election to the Council.
7. No Council Member shall hold office as Chairman for more than two consecutive terms.

10.0 Councils’ general authority

1. Subject to the Ordinance and these Articles, the business and affairs of the Association are managed by the Councils, who may exercise all the powers of the Association.
2. An alteration of these Articles does not invalidate any prior acts of the Councils that would have been valid as if the alteration had not been made.
3. The powers given by this Article are not limited by any other power given to the Councils by these Articles.
4. A Councils’ meeting at which a quorum is present may exercise all powers exercisable by the Councils.
5. The Council shall have the authority to award or refuse to award membership to an applicant.
6. The Council may recommend to the General Meeting any person or organization to be elected as Patron or Honorary Adviser of the Association as appropriate.
7. The Council may appoint any person to be spokesman for the Association.
8. The Council may appoint any members to be representatives of the Association to various statutory and non-statutory bodies in and outside Hong Kong as appropriate.
9. The Council shall have the power to grant sponsorship to members or subscribe to other professional nursing bodies.
10. The Council may, whenever necessary, set up Committees to manage special activities of the Association. The scope of work, powers, operation and existence of such committees shall be determined by the Council.

Updated on Aug 2016

11.0 Participation in Councils’ meetings and duties of member of Council

• Subject to these Articles, Councils participate in a Councils’ meeting, or part of a Councils’ meeting, when—

1. the meeting has been called and takes place in accordance with these Articles; and
2. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

• In determining whether Councils are participating in a Councils’ meeting, it is irrelevant where a Council is and how they communicate with each other.
• If all the Councils participating in a Councils’ meeting are not in the same place, they may regard the meeting as taking place wherever any one of them is.
• The Chairman shall preside at all Council meetings and General Meetings and shall be responsible for the proper conduct of these meetings. He shall sign all other documents as Chairman of the Association, save that in his discretion, he may direct the Vice-Chairman, Honorary Secretary and Honorary Treasurer, superintend the general administration of the affairs of the Association and shall endeavor to secure the observance of these rules by all members.
• The Council shall define the duties of the Vice-chairman. In the absence or disability of the Chairman, the Vice-chairman shall perform all the duties and assume all the responsibilities of the Chairman.
• The Honorary Secretary shall attend all Council Meetings and General Meetings and shall record the proceedings, provided that in his absence, the meeting may appoint a secretary ad hoc from among its member to perform such duties. He shall notify all members of General meetings and Council Meetings. He shall record and answer all correspondence on behalf of the Association as directed by the Council or Chairman in between Council Meetings. The Honorary Secretary shall have the power to perform all duties of the Chairman during the absence or disability of the Chairman and Vice-Chairman. He shall prepare the Annual Report for the Council and shall keep an up-to-date register of members of the Association for inspection by members at any time.
• The Honorary Treasurer shall be responsible for the safety of all monies belonging to the Association and shall keep full and accurate account thereof. He shall prepare an annual financial statement of accounts for audit and for presentation to the Annual General Meetings. He shall disburse funds under the order of the Council. He shall provide facilities for the inspection of the account books of the Association by any members upon a notice in writing addressed to him.
• The Academic Convenor shall be responsible to organize Continuous Nursing Education (CNE) activities to facilitate the professional development of the members of the Association, and to enhance their ability in quality improvement of Operating Room Service.
• The Council Members shall assist in the execution of affairs of the Council and the Association and shall perform duties of the aforesaid offices under the direction of the Council.

12.0 Income and property of the Association

• The income and property of the Association whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth herein; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Association Provided that nothing herein shall prevent the payment, in good faith, remuneration to any officers or servants of the Association in return for any services actually rendered to the Association nor prevent the payment of interest at a rate not exceeding 12% per annum on money lent, or reasonable and proper rent for premises demised or let by any member to the Association; but so that no member of the Council of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of such Council except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association Provided that the provision last aforesaid shall not apply to any payment to any Association of which a member of the Council may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of such payment.
• The liability of the members is limited.
• Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while he is a member or within one year thereafter, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one Hundred Hong Kong Dollars(HK$100).
• If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to such institution or institutions, having objects similar to those of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of the Article 4 above, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and in default thereof by a judge of the High Court of Hong Kong and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
• True account shall be kept of the sums of money received and expended by the Association and the matters in respect of which such receipt and expenditure take place, and of the property, credits and liabilities of the Association and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts of the Association shall be audited by one or more properly qualified auditor or auditors.