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Articles Of Association For Company Limited By Guarantee
I need Articles of Association for a Company Limited by Guarantee for a new environmental conservation organization in Hong Kong, to be established in March 2025, with provisions for international branches and a specific focus on marine conservation research and education programs.
1. Company Name and Type: Specifies the company name and establishes it as a company limited by guarantee
2. Interpretation: Defines key terms used throughout the articles
3. Objects: Details the purpose and objectives of the company, particularly important for non-profit/charitable purposes
4. Liability of Members: States the guarantee amount and limited liability of members
5. Application of Income and Property: Specifies how company income and property must be applied, including non-profit distribution requirements
6. Membership: Details membership qualifications, rights, and procedures for admission
7. General Meetings: Rules for conducting annual and extraordinary general meetings
8. Voting Rights: Specifies voting procedures and rights of members
9. Directors: Covers appointment, removal, powers, and duties of directors
10. Board Meetings: Procedures for board meetings and decision-making
11. Company Secretary: Appointment and duties of the company secretary
12. Accounts and Audit: Requirements for financial record-keeping and audit
13. Notices: Procedures for giving notices to members
14. Winding Up: Procedures for dissolution and distribution of assets
1. Executive Committee: Include when the organization wants a management committee separate from the board
2. Advisory Board: Include when the organization wants to establish a non-governing advisory body
3. Branches: Include when the organization plans to establish multiple branches or chapters
4. Alternates: Include when allowing directors to appoint alternates to act in their absence
5. Electronic Communications: Include detailed provisions for virtual meetings and electronic communications
6. Indemnity and Insurance: Include specific provisions for director and officer protection
7. Common Seal: Include if the company chooses to have a common seal (optional under current law)
1. Membership Application Form: Standard form for membership applications
2. Proxy Form: Standard form for appointing proxies at general meetings
3. Internal Regulations: Detailed operational procedures and rules that may need periodic updates
4. Code of Conduct: Ethical guidelines and behavior expectations for members and directors
5. Conflict of Interest Policy: Detailed procedures for handling conflicts of interest
6. Standing Orders for Meetings: Detailed procedures for conducting various types of meetings
Authors
Board
Business Day
Chairman
Companies Ordinance
Company
Company Secretary
Directors
Electronic Communication
Executive Committee
Extraordinary General Meeting
Financial Year
General Meeting
Guarantee Amount
Hong Kong
Member
Membership
Mental Incapacity
Month
Objects
Office
Ordinance
President
Register of Members
Registered Office
Resolution
Ordinary Resolution
Special Resolution
Rules
Seal
Secretary
Standing Orders
Term
Vice-President
Writing
Year
Annual General Meeting
Board Meeting
Proxy
Committee
Honorary Member
Founding Member
Ordinary Member
Register
Corporate Representative
Interpretation
Objects and Powers
Not-For-Profit Status
Limited Liability
Membership
Members' Rights and Obligations
Admission of Members
Cessation of Membership
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Board of Directors
Powers of Directors
Appointment and Removal of Directors
Directors' Interests
Board Meetings
Directors' Duties
Company Secretary
Minutes and Records
Accounts and Audit
Annual Returns
Notices
Indemnity and Insurance
Amendment of Articles
Internal Rules and Regulations
Dispute Resolution
Winding Up
Asset Distribution
Common Seal
Electronic Communications
Committees
Officers
Register of Members
Financial Provisions
Conflicts of Interest
Disciplinary Proceedings
Non-Profit Organizations
Charitable Institutions
Education
Healthcare
Professional Associations
Religious Organizations
Arts and Culture
Sports and Recreation
Environmental Conservation
Social Services
Research Institutions
Trade Associations
Legal
Compliance
Board of Directors
Executive Committee
Company Secretariat
Finance
Governance
Administration
Operations
Membership Services
Chief Executive Officer
Executive Director
Board Chairman
Company Secretary
Legal Counsel
Compliance Officer
Board Member
Non-Executive Director
Chief Financial Officer
Audit Committee Chairman
Governance Officer
Program Director
Membership Manager
Operations Manager
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