Notices

Notice of a Special General Meeting
 

MOTIONS CONCERNING PROPOSED CHANGES TO THE CONSTITUTION

 

NOTICE IS HEREBY GIVEN that a Special General Meeting (SGM) of The Hong Kong Institution of Engineers will be held on Wednesday, 24 August 2022 at 6:30 pm at Room S421, L4, Hong Kong Convention and Exhibition Centre (HKCEC), 1 Harbour Road, Wanchai, Hong Kong to consider proposals to amend the Constitution to take effect after the close of the 47th Annual General Meeting by adopting the following Motions:

 

Motion 1 – Adoption of virtual meeting and electronic voting for Council meetings, General Meetings and election voting as and when situation demands

 

The Council recommends that changes to the following Definitions and Articles of the Constitution be adopted:

 

Reference Definitions
To add new definitions to four terms, viz, “Electronic Facility”, “Electronic Voting Facility”, “place”, and “virtual meeting” and also make necessary clarifications by adding a new sub-paragraph.
Reference Articles
Article 18 additional Clauses 18(1B) and 18(1C)

To add provisions to empower the Council to change Council Meetings to virtual ones to deal with eventualities.

 

New Article 25(A) To add provisions to empower the Council to decide for holding virtual General Meetings (AGM or SGM) and hence e-voting for the election that takes place on the same date of AGM, under exceptional circumstances, and with three-fourths of the valid votes in favour of the decision.

 

Motion 2 – Means of attendance at, participation in and voting at regular meetings of Divisions and Committees

 

The Council recommends that changes to following Article of the Constitution be adopted:

Reference Article
Article 19 To add provisions to allow Divisions and Committees flexibility to conduct their regular meetings via electronic means.

 

The proposed amendments to the above Articles of the Constitution with the changes highlighted are attached.

 

Ir C K HON
Chief Executive and Secretary

 

All Corporate Members are invited to attend this meeting.
A QUORUM of 60 CORPORATE MEMBERS is required to hold the SGM.

 

 

 

The proposed amendments to the Constitution are set forth as follows in a format that provides convenient comparison with present wording. Additions are underscored.

 

CONSTITUTION
(June 2015 revision) (- the date is to be revised when adopted)

 

Motion 1 – Adoption of virtual meeting and electronic voting for Council meetings, General Meetings and election voting as and when situation demands

Definitions

 

In this Constitution, except where the context otherwise requires, the following words and expressions shall have the meanings respectively attributed to them below:

 

“Appeal Committee” means the appeal tribunal as may from time to time be established by the Council pursuant to Article 13(4A)(a).

 

“Committee” means any of the Executive, Administration Board, Q & M Board, Learned Society Board or any other committee as may from time to time be established or appointed by the Council pursuant to Article 18(6)(a), but for this purpose, excluding the Appeal Committee.

 

“Council Member” means any member of the Council and the reference to “Member” in this Constitution when describing any particular Council Member as provided in Article 15(1) shall be construed accordingly.

 

“Discipline” means a field of engineering in which a member can practically be competent to practise, as determined by the Council.

 

“Electronic Facility” means any electronic facility, platform, device, system, procedure or method (including, without limitation, websites, application technology and/or collaboration and any form of conference systems (telephone, video, web or otherwise)) providing an electronic means of attendance at and/or participation in and/or voting at a meeting as determined by the Council.

 

“Electronic Voting Facility” means any Electronic Facility designated or set up by the Council to vote (including by way of show of hands and/or ballot) during a virtual meeting or any election for the Vice President(s) and Elected Ordinary Members on the day of an Annual General Meeting when a decision or order has been made for convening it by way of a virtual meeting or an election by any Electronic Facility, all having regard to the relevant voting arrangements and requirements provided in this Constitution, provided always that only votes cast via an Electronic Voting Facility by persons present within the geographical boundaries of the Hong Kong Special Administrative Region shall be considered as validly cast.

 

“Executive” means the executive committee of the Council established under Article 18(5).

 

“Ordinance” means The Hong Kong Institution of Engineers Ordinance 1975 of Hong Kong (Chapter 1105) as the same may from time to time be amended, modified or re-enacted.

 

“Q & M Board” means the Qualification and Membership Board being a committee appointed by the Council pursuant to Article 9(2) for the purpose of considering and making recommendations to the Council in regard to each application for election to any class of membership.

 

“place” means (i) in relation to any meeting held by way of a physical meeting, the place of the physical meeting or (ii) in relation to any meeting held by way of a virtual meeting, the applicable Electronic Facility(ies).

 

“Register” means the register established under section 7 of the Engineers Registration Ordinance 1990 (as the same may from time to time be amended, modified or re-enacted) and registerable shall be construed accordingly.

 

“Roll” means the register as defined under section 2 of the Ordinance and the list of members of the Institution established under Article 10.

 

“virtual meeting” means a meeting which is held and conducted by virtual attendance and participation by means of an Electronic Facility through which participants of the meeting can each communicate to the others any information or opinions they have on any particular item of the business of the meeting, provided always that attendance of the virtual meeting shall be within the geographical boundaries of the Hong Kong Special Administrative Region.

 

In this Constitution, unless the context otherwise requires, references to a person being present at any meeting means that such person is present at a physical meeting or, as the case may be, is present at a virtual meeting via the Electronic Facilities specified by the Council. Accordingly, any references to attending or doing anything at the meeting “in person” and “personally” and references to “attend”, “participate”, “vote”, “elect”, “attending”, “participating”, “voting”, “electing”, “attendance”, “participation”, “election” and any other similar expressions shall be read accordingly.

 

In this Constitution the word “year” or “session” shall refer to a period from the closure of an Annual General Meeting of the Institution to the closure of the next succeeding Annual General Meeting, unless the context otherwise requires.

 

Except as otherwise provided herein and unless the context otherwise requires words and expressions used herein shall bear the meanings respectively attributed to them in the Ordinance.

 

When the masculine gender is used in the text, it is intended that this should embrace both the masculine and feminine genders.

 

Article 18. Proceedings, powers and duties of the Council

 

(1)

 

 

 

 

The Council shall meet as often as the business of the Institution requires at such times and places as shall be determined by the Council from time to time. Provided however that upon the written request of three (3) Council Members given at any time, the Secretary shall summon a meeting of the Council by notice served upon the Council Members. Council Members shall be given at least seven (7) days notice in writing of all meetings of the Council. 

 

(1A)

 

 

 

 

 

Only Council Members shall be entitled to receive notice of and attend meetings of the Council. Notwithstanding the aforesaid, the Council may invite observers (including visitors and members) to meetings of the Council in such manner as it deems appropriate and such observers may provide information on their respective areas. Any Committee may invite any of its members to attend meetings of the Council on matters or issues relating to such Committee which are to be discussed at such meetings. Such attendance upon the invitation of the Council or any Committee shall not constitute the observer a Council Member nor afford him any right to vote at such meetings.

 

(1B)

 

 

 

 

 

 

 

 

 

 

 

 

 

Notwithstanding any provisions stipulated to the contrary in this Constitution, a meeting of the Council may be held by way of a virtual meeting as determined by the Council from time to time. Such arrangement shall be proposed by the Secretary to all Council Members entitled to attend such meeting upon the written request of three (3) Council Members received within two (2) days of the issuance of the relevant notice of such meeting. The Secretary shall issue a notice requesting for all Council Members entitled to attend such meeting to vote through electronic mails on the said proposed arrangement (“Voting Notice”) on the business day immediately following the receipt of the said written request. The decision to conduct such meeting by way of a virtual meeting shall be determined by a majority of Council Members voting through electronic mails (i.e. a majority of the total number of votes received by the Secretary at his designated electronic mail address within three (3) days of the issuance of the Voting Notice through electronic mails). The proceedings of such virtual meeting of the Council shall follow the provisions of this Article 18. For the avoidance of doubt, any proposal, resolution or questions arising in such virtual meeting shall be determined through the Electronic Voting Facility as determined by the Council. For the purpose of this Article 18, any reference to a “business day” means a day (other than a Saturday, Sunday, public holiday or day on which a tropical cyclone warning no.8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business.

 

(1C)

 

 

 

 

In this Constitution, any notice, document or communication given to or by any Council Member by electronic mail shall be deemed to be duly given to or by such Council Member if it is sent to or from his last known electronic mail address registered with the Institution. Every Council Member shall register with the Institution (through written notice to the Secretary) an electronic mail address to which notices, documents or communications can be served upon him in the capacity as a Council Member.

 

(2)

 

 

 

The Council shall direct and manage the property and affairs of the Institution except those matters that are required by the Ordinance or this Constitution to be exercised or done by the Institution in General Meeting. No resolution passed in General Meeting shall invalidate any prior act of the Council.

 

(3)

 

 

 

 

 

 

 

Unless and until otherwise determined by the Council, twelve (12) voting Council Members shall form a quorum. Questions arising at a meeting of the Council shall be determined by a majority of those present and voting (i.e. a majority of the total number of votes for and against the proposed resolution), except as otherwise provided for in this Constitution. Any resolution involving a proposal to revoke, amend or add to the Ordinance or this Constitution shall not be carried unless three-fourths of the Council Members then present and voting shall vote in favour of the resolution (i.e. three-fourths of the total number of votes for and against the proposed resolution). At meetings of the Council every Council Member shall have one vote even though he may be serving in more than one capacity. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

 

(4)

 

 

The Council shall have power to invite and appoint any person of prominence to act as the Patron of the Institution and to terminate his appointment at any time.

 

(5)

 

 

 

 

 

 

 

 

 

 

 

Implementation of the policy and direction of the Council and urgent matters arising between Council meetings shall be dealt with by the Executive, which shall comprise the President, who shall be the Chairman; the Immediate Past President, the Vice Presidents, three Council Members, normally belonging to different Disciplines, to be elected by the Council, and the Secretary. Two more Council Members may be co-opted to the Executive with the approval of the Council. Terms of reference and duties of the Executive shall be laid down from time to time by the Council. The Executive may invite observers (including visitors and members) to meetings of the Executive in such manner as it deems appropriate and such observers may provide information on their respective areas. Any Committee may invite any of its members to attend meetings of the Executive on matters or issues relating to such Committee which are to be discussed at such meetings. Such attendance upon the invitation of the Executive or any Committee shall not constitute the observer a member of the Executive nor afford him any right to vote at such meetings. Any decision affecting policy made at an Executive meeting shall be notified as soon as possible to all members of the Executive. Any one member of the Executive may require any decision taken to be referred to the Council for endorsement prior to its implementation. The Executive, being ex-officio, shall come into existence immediately after the closure of the Annual General Meeting.

 

(6)

(a) The Council shall appoint standing or temporary Committees to deal with such matters as the Council may deem necessary and may delegate authority to such Committees. The terms of reference, constitution, regulations, rules, powers and duties of each standing or temporary Committee together with powers to appoint sub-committees, or any variation or rescission in respect thereof shall be made from time to time by the Council. The Chairman of each such Committee shall be appointed by the Council. The Chairman of a standing Committee shall retire at the end of each session and shall be eligible for reappointment each year up to three consecutive years but under exceptional circumstances may serve not more than five consecutive years in that capacity.

 

(b) All members shall be eligible for service on standing or temporary Committees, subject to any restrictions stated elsewhere in this Constitution. The term of re-appointment of members of standing and temporary Committees should be the same as for the Chairman unless otherwise specified in the Management & Administration Manual for ex-officio posts.

 

(c) The Officers shall have the right to attend the meetings of all standing or temporary Committees.

 

(d) Save as provided for in clause (2) of Article 9, the quorum for any meeting of a standing Committee shall not be less than three (3) Corporate Members, unless otherwise approved by the Council

 

(7)

 

 

 

The Council may sub-divide the membership of the Institution for learned society or kindred purposes into Divisions, sections, chapters or other form, at its discretion, if sufficient evidence is produced of the demand for the formation of such Divisions, sections, chapters or other form.

 

(8)

 

 

 

 

 

 

The number and composition of Divisions shall be determined by the Council which shall also determine their rules. Any change in the number of Divisions must be approved by a resolution passed at a meeting of the Council at which at least three-fourths of the Members thereof present and voting vote in favour of the resolution (i.e. three-fourths of the total number of votes for and against the proposed resolution). Division rules shall be common and applicable to all Divisions respectively. The Council shall also determine the rules for any sections or chapters that may be formed. A general section for young members may operate under special rules approved by the Council. The Council shall also determine the rules for the Associate Members Committee.

 

(9)

 

 

 

The office of a member of a Committee or a sub-committee shall be vacated if (a) he ceases to be a member of any class of the Institution or (b) he is absent from more than three consecutive meetings of the body concerned without giving adequate reason and the Council thereupon resolves that he has vacated office.

 

(10)

 

 

 

No act done by the Council, whether ultra vires the Council or not, which shall have received the sanction of a General Meeting, shall be afterwards impeached by any member on any ground whatever, but shall be deemed to be an act of the Institution, provided that, although ultra vires the Council, it be within the powers of the Institution.

 

(11)

 

 

 

All acts done by any meeting of the Council or a Committee or by any person acting as a Council Member or member of a Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such body or person acting as aforesaid or that they or any of them were disqualified, but as valid as if every such body or person had been duly appointed or had duly continued in office and been qualified.

 

(12)

 

 

 

The Council shall draw up an annual report on the state of the Institution and shall present it together with a statement of income and expenditure of the Institution during the financial year to which the annual report relates and a statement of the assets and liabilities of the Institution made up to the last day of the financial year, together with the report of the Auditors thereon, at each Annual General Meeting.

 

(13)

 

 

 

It shall be the duty of the Council to take all necessary steps to protect the Institution’s intellectual property rights (including but not limited to rights in the Institution’s insignia) from being infringed or otherwise violated and to procure strict observance of the terms and conditions on which any licence in respect of such rights is granted.

 

  

Article 25A. General Meetings during special circumstances

 

(1)

 

 

 

 

Notwithstanding any provisions stipulated to the contrary in this Constitution, the Council may, at its absolute discretion, determine by a majority of at least three-fourths of the Council Members present and voting at a meeting of the Council that circumstances are exceptional such that any Annual General Meeting or Special General Meeting shall be conducted by way of a virtual meeting when convening such Annual General Meeting or Special General Meeting.

 

(2)

 

 

 

The notice requirements and the procedure of any Annual General Meeting or Special General Meeting conducted by way of a virtual meeting shall follow the provisions of Article 26. Any resolution put to the vote of the Annual General Meeting or the Special General Meeting shall be decided through the Electronic Voting Facility as determined by the Council from time to time.

 

(3)

 

 

 

 

For the avoidance of doubt, notwithstanding the provisions in Article 16(j), any election for the Vice President(s) and Elected Ordinary Members on the day of an Annual General Meeting which has been ordered to be convened by way of a virtual meeting pursuant to clause (1) of this Article shall be conducted through the Electronic Voting Facility as determined by the Council, instead of at physical voting centre(s), and the proceedings of such election shall follow the provisions of Article 16.

 

 

Motion 2 – Means of attendance at, participation in and voting at regular meetings of Divisions and Committees

Article 19. Regulations

 

The Council may from time to time make, vary or rescind any regulations, rules, procedures, directions, guidance notes, guidelines or manuals governing academic requirements, examinations, training, continuing professional development, professional interviews, election, conduct and other matters incidental to the objects or business of the Institution. Such regulations, rules, procedures, directions, guidance notes, guidelines or manuals shall be interpreted by the Council whose decisions in respect thereof shall be conclusive and binding. No such regulations, rules, procedures, directions, guidance notes, guidelines or manuals, or variation or rescission in respect thereof shall be in any way repugnant to the Ordinance or this Constitution, save for those relating to the means of attendance at, participation in and voting at a meeting of a Committee or a Division or a Division Committee (other than any general meeting of a Committee or a Division). For the avoidance of doubt, in the event of any discrepancy between (i) the Constitution and (ii) such regulations, rules, procedures, directions, guidance notes, guidelines or manuals, or variation or rescission in respect thereof relating to the means of attendance at, participation in and voting at a meeting of a Committee or a Division or a Division Committee (other than any general meeting of a Committee or a Division), the latter shall prevail.

 

 

 

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