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THE HONG KONG COUNCIL OF SOCIAL SERVICE CONSTITUTION

Incorporated under Ordinance Cap. 1057

EXECUTIVE COMMITTEE

Composition

39. The management and control of the business of the Council shall be vested in an Executive Committee which shall be composed of a maximum number of 30 members comprising:
 
  1. Up to sixteen persons or not less than half of the total members of the Executive Committee elected from the candidates nominated by Agency Members and Life Members;
  2. The Chairperson of each Standing Committee or his nominee, ex-officio;
  3. Up to nine co-opted members;
  4. One representative from the Hong Kong Joint Council for People with Disabilities;
  5. Notwithstanding this Clause 39, the Executive Committee may from time to time invite representatives from government departments and relevant organizations to act as observers. For the avoidance of doubt, such representatives are not members of the Executive Committee for the purpose of this Clause 39.
40. At its first meeting after any Annual General Meeting of the Council, the Executive Committee shall elect from among their members the following officers who shall hold office until the following Annual General Meeting:-
 
  1. A Chairperson;
  2. Vice-chairperson(s);
  3. An honorary treasurer.

Term of Office

41. Members elected to the Executive Committee shall hold office for two-year terms or for such period as the Members may decide so arranged that one half of this membership will change each year, with the exception of the first election where half of the elected members, those with a higher number of votes, shall hold office for two years and the other half shall hold a term of office for one year.
42. No person shall be eligible for election to the Executive Committee for more than two successive terms.

Election Procedures

43. The election of members of the Executive Committee shall be conducted in the following manner:
 
  1. Every accredited official representative of Agency Members and Life Members shall have the rights to nominate and to elect members of the Executive Committee.
  2. Any persons who are current members of the Board or other similar bodies or paid staff of Agency Members and Life Members shall have the rights to be nominated and to be elected as member of the Executive Committee provided that only one person from each Agency Member may be so nominated and elected into the Executive Committee for any same period of office.
  3. Each candidate for members of the Executive Committee (“the Candidate”) shall be nominated by one accredited official representative of Agency Members and one Life Member or two accredited official representatives of Agency Members provided that one of such accredited official representative should come from the Agency Member of which the Candidate belongs and that if the Candidate is nominated by two accredited official representatives, such two accredited official representatives do not come from the same Agency Member
  4. .The nomination process shall proceed not less than 6 weeks before the election.
  5. The candidates who receive most votes must be declared elected and in the case of an equality of votes between the candidates being elected by ballots as representatives of members at the Annual General Meeting, the successful candidate shall be determined by lot drawn by the Chairperson of the meeting.
44. A co-opted member shall hold office for two years until the second Annual General Meeting of the Council following the date on which he or she was co-opted for such period as the Members may decide, with the exception of the first election where not more than half of the co-opted members shall hold a term of office for one year.
45. Any vacancy occurring in the Executive Committee by reason of death, resignation, being incapacitated or disqualification resulting from an elected member ceasing to be an Agency Member may be filled by the Executive Committee, subject to retirement at the same time as originally set for the member in whose place he is appointed.

Powers

46. The Executive Committee may exercise all such powers as the Council is, by this Constitution, authorized to exercise.

Meetings and Quorum

47. The Executive Committee may meet together for the dispatch of business. Unless otherwise decided, the Executive Committee shall hold not less than 6 meetings in each year. Six members shall form a quorum.
48. The Chairperson or, in his absence, the Vice-chairperson shall preside at meetings of the Executive Committee. If at any meeting of the Executive Committee neither the Chairperson nor Vice-chairperson is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose someone from their number to be chairman of the meeting.
49. Formal resolutions at any meeting shall be decided by a majority of votes and in the case of an equality of votes the Chairperson of the meeting shall have a second or casting vote.

Notices

50. Unless otherwise agreed by a majority of members, Executive Committee members shall be given 7 clear days notice of meetings. Such notices shall specify the place, the day and the hour of meeting, and notice of the general nature of the business to be transacted.
51. The accidental omission to give any such notice to or the non-receipt of any such notice by any one or more members of the Executive Committee shall not invalidate any resolution passed at any such meeting.

Seal

52. The Executive Committee shall provide for the safe custody of the seal of the Council.
53. All deeds or instruments requiring the seal of the Council shall be signed by the Chairperson and the Chief Executive, in the capacity of the secretary of the corporation as provided in the Ordinance, or by such other person or persons as the Executive Committee shall from time to time appoint.

Ad Hoc Committee

54. The Executive Committee may, under special circumstances and on non-permanent basis, appoint ad hoc committees as it considers necessary for securing the efficient discharge of its functions, and may delegate to any such committee, ad hoc committee or working party any of its powers and duties, provided that no delegation made hereunder shall preclude the Executive Committee from exercising, performing or resuming at any time any of the powers and duties so delegated.
55. Any person may be appointed as a member of any such committee, ad hoc committee or working party notwithstanding that he is not a representative of a Member of the Council.

Minutes

56. The Executive Committee shall cause proper minutes to be made in records provided for the purpose:-
 
  1. Of all appointments of sub-committee made by the Executive Committee.
  2. Of the names of the members present at each meeting of the Executive Committee and of any sub-committees thereof;
  3. Of all resolutions and proceedings at all meetings of the Executive Committee and of its sub-committees.

MANAGEMENT

Staff

57. The Executive Committee shall employ a Chief Executive on such terms as it thinks fit. The Chief Executive shall act on the advice and within policies established by the Executive Committee and shall be responsible for implementation of such policies and the management of the affairs of the Council.
58. The Executive Committee may delegate the responsibility to the Chief Executive to employ such other staff as may be required to carry out the work of the Council.

Finance

59. All cheques drawn on the Council’s bank accounts and other negotiable instruments made or issued by the Council shall be signed by any two of the following persons, namely the Chairperson, the Vice-chairperson, the Hon. Treasurer and the Chief Executive, or by such other person or persons as the Executive Committee may from time to time appoint.
60. All contracts and instruments entered into by the Council in the ordinary course of business shall be signed by the Chairperson and the Chief Executive, or by such other person or persons as the Executive Committee may from time to time appoint.
61. The Executive Committee shall lay before the members of the Council in Annual General Meeting an annual report and audited statement of accounts made up to the thirty-first day of March in each year. The statement of accounts shall be audited by an auditor licensed to practise by the Hong Kong Institute of Certified Public Accountants.

HKCSS Development Fund

62. There shall be established by the Council a Fund to be known as the HKCSS Development Fund, to produce income and support designated programmes which are within the aims and objects of the Council and are less likely to get funding from outside. The Executive Committee shall set up a Fund Committee to manage the Fund. The composition, size, tenure, formation and term of reference of the Fund Committee shall be decided by the Executive Committee.

STANDING COMMITTEES

63. The Executive Committee may from time to time as it deems necessary set up Standing Committees within the Council. The purpose of such Standing Committees shall be to fulfill the aims and carry out the Functions of the Council.
64.
  1. The composition and size of the Standing Committees shall be decided by the Executive Committee. Not less than half of the members of each Standing Committee shall be elected.
  2. The election of the Standing Committees shall be held during the Annual General Meeting. Subject to Clause 64(c) below, the election procedures shall follow the same procedures as adopted for the election of the Executive Committee in Clause 43.
  3. Only one representative from the same Agency Member shall be nominated or co-opted to become member of the same Standing Committee for any same period of office.
65. The members within a Standing Committee shall elect a chairperson from among their members who shall preside at the meetings of the Standing Committee. Not less than 4 meetings shall be held in each year.
66. The Standing Committees are accountable to the Executive Committee and its terms of reference shall be approved by the Executive Committee.
67. The Executive Committee shall have the power to form specialized committees under the Standing Committees to support the Standing Committees in carrying out the Functions of the Council. The composition, size, tenure, formation and term of reference of such specialized committee shall be decided by the Executive Committee.

AMENDMENT

Review

68. This Constitution may be reviewed when necessary.

Procedure for Amendment

69. No amendment shall be made to the Constitution except by a resolution of a meeting of the members of the Council. For this purpose, a resolution shall mean a resolution which is passed by an Extraordinary General Meeting of the members of the Council by a majority of not less than three-fourths of the members present at the meetings, of which at least 14 clear days previous notice shall have been given to all the members of the Council.

Language

70. If there are any discrepancies between the English and Chinese versions of this Constitution, the English version will prevail.


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